RENAISSANCE HOME EQUITY LOAN TRUST 2006-1 Issuer HSBC BANK USA, NATIONAL ASSOCIATION Indenture Trustee and WELLS FARGO BANK, N.A. Securities Administrator INDENTURE Dated as of March 30, 2006 HOME EQUITY LOAN ASSET- BACKED NOTES, SERIES 2006-1
RENAISSANCE
HOME EQUITY LOAN TRUST 2006-1
Issuer
HSBC
BANK
USA, NATIONAL ASSOCIATION
Indenture
Trustee
and
XXXXX
FARGO BANK, N.A.
Securities
Administrator
_____________________________
Dated
as
of March 30, 2006
_____________________________
HOME
EQUITY LOAN ASSET-BACKED NOTES, SERIES 2006-1
________________
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
|
|
Section
1.01.
|
Definitions
|
Section
1.02.
|
Incorporation
by Reference of Trust Indenture Act
|
Section
1.03.
|
Rules
of Construction
|
ARTICLE
II
ORIGINAL
ISSUANCE OF THE NOTES
|
|
Section
2.01.
|
Form
|
Section
2.02.
|
Execution,
Authentication and Delivery
|
Section
2.03.
|
Acceptance
of Mortgage Loans by Indenture Trustee.
|
Section
2.04.
|
Acceptance
of the Interest Rate Cap Agreement by Owner Trustee
|
ARTICLE
III
COVENANTS
|
|
Section
3.01.
|
Collection
of Payments with respect to the Mortgage Loans; Investment of
Accounts.
|
Section
3.02.
|
Maintenance
of Office or Agency
|
Section
3.03.
|
Money
for Payments To Be Held in Trust; Paying Agent
|
Section
3.04.
|
Existence
|
Section
3.05.
|
Payment
of Principal and Interest.
|
Section
3.06.
|
Protection
of Collateral.
|
Section
3.07.
|
Opinions
as to Collateral.
|
Section
3.08.
|
Performance
of Obligations.
|
Section
3.09.
|
Negative
Covenants
|
Section
3.10.
|
[Reserved.]
|
Section
3.11.
|
[Reserved.]
|
Section
3.12.
|
Representations
and Warranties Concerning the Mortgage Loans
|
Section
3.13.
|
Amendments
to Servicing Agreement
|
Section
3.14.
|
Servicer
as Agent and Bailee of the Indenture Trustee
|
Section
3.15.
|
Investment
Company Act
|
Section
3.16.
|
Issuer
May Consolidate, etc.
|
Section
3.17.
|
Successor
or Transferee.
|
Section
3.18.
|
No
Other Business
|
Section
3.19.
|
No
Borrowing
|
Section
3.20.
|
Guarantees,
Loans, Advances and Other Liabilities
|
Section
3.21.
|
Capital
Expenditures
|
Section
3.22.
|
Reserved.
|
Section
3.23.
|
Restricted
Payments
|
Section
3.24.
|
Notice
of Events of Default
|
Section
3.25.
|
Further
Instruments and Acts
|
Section
3.26.
|
Statements
to Noteholders
|
Section
3.27.
|
[Reserved].
|
Section
3.28.
|
Certain
Representations Regarding the Trust.
|
Section
3.29.
|
Allocation
of Realized Losses.
|
Section
3.30.
|
[Reserved].
|
Section
3.31.
|
[Reserved]
|
Section
3.32.
|
The
Class N Interest Rate Cap Agreement
|
ARTICLE
IV
THE
NOTES; SATISFACTION AND DISCHARGE OF INDENTURE
|
|
Section
4.01.
|
The
Notes
|
Section
4.02.
|
Registration
of and Limitations on Transfer and Exchange of Notes; Appointment
of Note
Registrar and Certificate.
|
Section
4.03.
|
Mutilated,
Destroyed, Lost or Stolen Notes
|
Section
4.04.
|
Persons
Deemed Owners
|
Section
4.05.
|
Cancellation
|
Section
4.06.
|
Book-Entry
Notes.
|
Section
4.07.
|
Notices
to Depository
|
Section
4.08.
|
Definitive
Notes
|
Section
4.09.
|
Tax
Treatment
|
Section
4.10.
|
Satisfaction
and Discharge of Indenture
|
Section
4.11.
|
Application
of Trust Money
|
Section
4.12.
|
Derivative
Contracts for Benefit of the Certificates
|
Section
4.13.
|
Repayment
of Monies Held by Paying Agent
|
Section
4.14.
|
Temporary
Notes
|
Section
4.15.
|
Representation
Regarding ERISA
|
Section
4.16.
|
Transfer
Restrictions for Class N Notes.
|
ARTICLE
V
DEFAULT
AND REMEDIES
|
|
Section
5.01.
|
Events
of Default
|
Section
5.02.
|
Acceleration
of Maturity; Rescission and Annulment
|
Section
5.03.
|
Collection
of Indebtedness and Suits for Enforcement by Indenture
Trustee.
|
Section
5.04.
|
Remedies;
Priorities.
|
Section
5.05.
|
Optional
Preservation of the Collateral
|
Section
5.06.
|
Limitation
of Suits
|
Section
5.07.
|
Unconditional
Rights of Noteholders To Receive Principal and
Interest.
|
Section
5.08.
|
Restoration
of Rights and Remedies
|
Section
5.09.
|
Rights
and Remedies Cumulative
|
Section
5.10.
|
Delay
or Omission Not a Waiver
|
Section
5.11.
|
Control
By Noteholders
|
Section
5.12.
|
Waiver
of Past Defaults
|
Section
5.13.
|
Undertaking
for Costs
|
Section
5.14.
|
Waiver
of Stay or Extension Laws
|
Section
5.15.
|
Sale
of Trust.
|
Section
5.16.
|
Action
on Notes
|
Section
5.17.
|
Performance
and Enforcement of Certain Obligations.
|
ARTICLE
VI
THE
INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
|
Section
6.01.
|
Duties
of Indenture Trustee and the Securities Administrator.
|
Section
6.02.
|
Rights
of Indenture Trustee and Securities Administrator.
|
Section
6.03.
|
Individual
Rights of Indenture Trustee and Securities
Administrator
|
Section
6.04.
|
Indenture
Trustee’s and Securities Administrator’s Disclaimer
|
Section
6.05.
|
Notice
of Event of Default
|
Section
6.06.
|
Reports
by Securities Administrator to Holders and Tax
Administration.
|
Section
6.07.
|
Compensation
and Indemnity
|
Section
6.08.
|
Replacement
of Indenture Trustee or Securities Administrator
|
Section
6.09.
|
Successor
Indenture Trustee or Securities Administrator by Xxxxxx
|
Section
6.10.
|
Appointment
of Co-Indenture Trustee or Separate Indenture Trustee.
|
Section
6.11.
|
Eligibility;
Disqualification
|
Section
6.12.
|
Preferential
Collection of Claims Against Issuer
|
Section
6.13.
|
Representations
and Warranties
|
Section
6.14.
|
Directions
to Indenture Trustee and Securities Administrator
|
Section
6.15.
|
The
Agents
|
ARTICLE
VII
NOTEHOLDERS’
LISTS AND REPORTS
|
|
Section
7.01.
|
Issuer
To Furnish Securities Administrator Names and Addresses of
Noteholders.
|
Section
7.02.
|
Preservation
of Information; Communications to Noteholders.
|
Section
7.03.
|
Reports
of Issuer.
|
Section
7.04.
|
Reports
by Securities Administrator
|
Section
7.05.
|
Statements
to Noteholders.
|
ARTICLE
VIII
ACCOUNTS,
DISBURSEMENTS AND RELEASES
|
|
Section
8.01.
|
Collection
of Money
|
Section
8.02.
|
Trust
Accounts.
|
Section
8.03.
|
Officer’s
Certificate
|
Section
8.04.
|
Termination
Upon Payment to Noteholders
|
Section
8.05.
|
Release
of Collateral.
|
Section
8.06.
|
Surrender
of Notes Upon Final Payment
|
Section
8.07.
|
Optional
Redemption of the Notes.
|
ARTICLE
IX
SUPPLEMENTAL
INDENTURES
|
|
Section
9.01.
|
Supplemental
Indentures Without Consent of Noteholders.
|
Section
9.02.
|
Supplemental
Indentures With Consent of Noteholders
|
Section
9.03.
|
Execution
of Supplemental Indentures
|
Section
9.04.
|
Effect
of Supplemental Indenture
|
Section
9.05.
|
Conformity
with Trust Indenture Act
|
Section
9.06.
|
Reference
in Notes to Supplemental Indentures
|
ARTICLE
X
MISCELLANEOUS
|
|
Section
10.01.
|
Compliance
Certificates and Opinions, etc.
|
Section
10.02.
|
Form
of Documents Delivered to Indenture Trustee
|
Section
10.03.
|
Acts
of Noteholders.
|
Section
10.04.
|
Notices
etc., to Indenture Trustee, Securities Administrator, Issuer and
Rating
Agencies.
|
Section
10.05.
|
Notices
to Noteholders; Waiver
|
Section
10.06.
|
Conflict
with Trust Indenture Act
|
Section
10.07.
|
Effect
of Headings
|
Section
10.08.
|
Successors
and Assigns
|
Section
10.09.
|
Separability
|
Section
10.10.
|
[Reserved.]
|
Section
10.11.
|
Legal
Holidays
|
Section
10.12.
|
GOVERNING
LAW
|
Section
10.13.
|
Counterparts
|
Section
10.14.
|
Recording
of Indenture
|
Section
10.15.
|
Issuer
Obligation
|
Section
10.16.
|
No
Petition
|
Section
10.17.
|
Inspection
|
Section
10.18.
|
No
Recourse to Owner Trustee
|
Section
10.19.
|
Proofs
of Claim
|
EXHIBITS
Exhibit
A
|
Forms
of Offered Notes and Class N Notes
|
Exhibit
B
|
Mortgage
Loan Schedule
|
Exhibit
C-1
|
Form
of Initial Certification
|
Exhibit
C-2
|
Form
of Final Certification
|
Exhibit
D
|
Class
N Interest Rate Cap Agreement
|
Exhibit
E
|
Form
of Custodial Agreement
|
Exhibit
F-1
|
Form
of Transferor Certificate for Transfers of Class N
Notes
|
Exhibit
F-2
|
Form
of Transferee Certificate for Transfers of the Class N Notes (Including
ERISA Certification)
|
Exhibit
G-1
|
Form
of Transfer Certificate for Transfer from Restricted Global Security
to
Regulation S Global Security
|
Exhibit
G-2
|
Form
of Transfer Certificate for Transfer from Regulation S Global Security
to
Restricted Global Security
|
Appendix
A
|
Definitions
|
This
Indenture, dated as of March 30, 2006, is entered into among Renaissance Home
Equity Loan Trust 2006-1, a Delaware statutory trust, as Issuer (the “Issuer”),
HSBC Bank USA, National Association, a national banking association, as
Indenture Trustee (the “Indenture Trustee”) and Xxxxx Fargo Bank, N.A., a
national banking association, as Securities Administrator (the “Securities
Administrator”).
WITNESSETH
THAT:
Each
party hereto agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Issuer’s Home Equity Loan
Asset-Backed Notes, Series 2006-1 (the “Notes”).
GRANTING
CLAUSE
The
Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee
for the benefit of the Holders of the Notes, all of the Issuer’s right, title
and interest in and to whether now existing or hereafter created by (a) the
Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof
and
all rights under the Related Documents; (b) all funds on deposit from time
to
time in the Collection Account allocable to the Mortgage Loans excluding any
investment income from such funds; (c) all funds on deposit from time to time
in
the Payment Account and in all proceeds thereof; (d) all rights under (i) the
Mortgage Loan Sale and Contribution Agreement as assigned to the Issuer, (ii)
the Servicing Agreement, (iii) any title, hazard and primary insurance policies
with respect to the Mortgaged Properties and (iv) the rights with respect to
the
Class N Interest Rate Cap Agreement and (e) all present and future claims,
demands, causes and choses in action in respect of any or all of the foregoing
and all payments on or under, and all proceeds of every kind and nature
whatsoever in respect of, any or all of the foregoing and all payments on or
under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all
cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, rights to payment of any and every kind, and other forms
of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the “Collateral”).
The
foregoing Grant is made in trust to secure the payment of principal of and
interest on, and any other amounts owing in respect of, the Notes, equally
and
ratably without prejudice, priority or distinction, and to secure compliance
with the provisions of this Indenture, all as provided in this
Indenture.
The
Indenture Trustee, as trustee on behalf of the Holders of the Notes,
acknowledges such Xxxxx, accepts the trust under this Indenture in accordance
with the provisions hereof and agrees to perform its duties as Indenture Trustee
as required herein.
ARTICLE
I
DEFINITIONS
Section
1.01. Definitions.
For all
purposes of this Indenture, except as otherwise expressly provided herein or
unless the context otherwise requires, capitalized terms not otherwise defined
herein shall have the meanings assigned to such terms in the Definitions
attached hereto as Appendix A which is incorporated by reference herein. All
other capitalized terms used herein shall have the meanings specified
herein.
Section
1.02. Incorporation
by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the Trust Indenture Act (the
“TIA”), the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:
“Commission”
means the Securities and Exchange Commission.
“indenture
securities” means the Notes.
“indenture
security holder” means a Noteholder.
“indenture
to be qualified” means this Indenture.
“indenture
trustee” or “institutional trustee” means the Indenture Trustee.
“obligor”
on the indenture securities means the Issuer and any other obligor on the
indenture securities.
All
other
TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rules and have the
meanings assigned to them by such definitions.
Section 1.03. |
Rules
of Construction.
Unless the context otherwise
requires:
|
(i) a
term
has the meaning assigned to it;
(ii) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles as in effect from
time
to time;
(iii) “or”
is
not exclusive;
(iv) “including”
means including without limitation;
(v) words
in
the singular include the plural and words in the plural include the singular;
and
(vi) any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement,
instrument or statute as from time to time amended, modified or supplemented
and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; references to a Person
are also to its permitted successors and assigns.
ARTICLE
II
ORIGINAL
ISSUANCE OF THE NOTES
Section
2.01. Form.
The
Notes, together with the Securities Administrator’s certificate of
authentication, shall be in substantially the form set forth in Exhibit A to
this Indenture, respectively, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture.
The
Notes
shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved
borders).
The
terms
of the Notes set forth in Exhibit A to this Indenture are part of the terms
of
this Indenture. To the extent the Notes and the terms of the Indenture are
inconsistent, the terms of the Indenture shall control.
Section
2.02. Execution,
Authentication and Delivery. The
Notes shall be executed on behalf of the Issuer by any of its Authorized
Officers. The signature of any such Authorized Officer on the Notes may be
manual or facsimile.
Notes
bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.
The
Securities Administrator shall upon Issuer Request authenticate and deliver
the
Notes for original issue in an aggregate initial principal amount of
$848,308,000. The Notes shall have the following Initial Note
Balances:
Class
AV-1
|
$
73,593,000
|
Class
AV-2
|
$
28,232,000
|
Class
AV-3
|
$
38,360,000
|
Class
AF-1
|
$208,953,000
|
Class
AF-2
|
$110,614,000
|
Class
AF-3
|
$
86,930,000
|
Class
AF-4
|
$
59,932,000
|
Class
AF-5
|
$
46,885,000
|
Class
AF-6
|
$
57,035,000
|
Class
M-1
|
$
30,181,000
|
Class
M-2
|
$
24,931,000
|
Class
M-3
|
$
15,308,000
|
Class
M-4
|
$
13,996,000
|
Class
M-5
|
$
12,246,000
|
Class
M-6
|
$
10,934,000
|
Class
M-7
|
$
10,060,000
|
Class
M-8
|
$
6,123,000
|
Class
M-9
|
$
8,747,000
|
Class
M-10
|
$
5,248,000
|
Class
N
|
$
31,500,000
|
Each
of
the Notes shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes and the Notes shall be issuable in the minimum
initial Note Balances of $25,000 and in integral multiples of $1 in excess
thereof; provided that Offered Notes must be purchased in minimum total
investments of $100,000 per Class.
No
Note
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Securities Administrator by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered
hereunder.
Section 2.03. |
Acceptance
of Mortgage Loans by Indenture Trustee.
|
(a) The
Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
pursuant to the procedures described below, the documents (or certified copies
thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and
Contribution Agreement, and declares that it or the Custodian holds and will
continue to hold those documents and any amendments, replacements or supplements
thereto and all other assets of the Trust as Indenture Trustee in trust for
the
use and benefit of all present and future Holders of the Notes.
On
the
Closing Date or no later than the 45th
day
following the Closing Date, the Indenture Trustee or the Custodian on behalf
of
the Indenture Trustee shall certify to the Seller, the Depositor and the
Servicer (and the Indenture Trustee if the Custodian is so certifying) that
it
has reviewed each Mortgage File and that, as to each Mortgage Loan listed in
the
related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
any
Mortgage Loan specifically identified in the certification in the form annexed
hereto as Exhibit C-1 as not covered by such certification), (i) all documents
constituting part of such Mortgage File required to be delivered to it pursuant
to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale
and Contribution Agreement are in its possession, (ii) such documents have
been
reviewed by it and appear regular on their face and relate to such Mortgage
Loan, (iii) based on its examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule which corresponds to items
(ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects
information set forth in the Mortgage File. If within such 45-day period the
Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds
any
document constituting a part of a Mortgage File not to have been executed or
received or to be unrelated to the Mortgage Loans identified in said Mortgage
Loan Schedule or, if in the course of its review, the Indenture Trustee or
the
Custodian on behalf of the Indenture Trustee determines that such Mortgage
File
is otherwise defective in any material respect, the Indenture Trustee or the
Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion
of its review notify the Seller in the form of an exception report and the
Seller shall have a period of ninety (90) days after such notice within which
to
correct or cure any such defect.
On
the
360th
day
following the Closing Date, the Indenture Trustee or the Custodian on behalf
of
the Indenture Trustee shall deliver to the Seller and the Servicer an exception
report showing the documents outstanding pursuant to Section 2.1(b) of the
Mortgage Loan Sale and Contribution Agreement along with a final certification
annexed hereto as Exhibit C-2 updated from the previous certification issued
in
the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of
the
Indenture Trustee shall also maintain records adequate to determine the date
on
which any document required to be delivered to it after such 360th
day
following the Closing Date must be delivered to it, and on each such date,
the
Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall
review the related Mortgage File to determine whether such document has, in
fact, been delivered. After the delivery of the final certification, a form
of
which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the
Custodian on behalf of the Indenture Trustee shall provide to the Servicer
and
the Seller (and to the Indenture Trustee if delivered by the Custodian), no
less
frequently than monthly, updated exception reports showing the documents
outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and
Contribution Agreement until all such exceptions have been eliminated and (ii)
the Seller shall provide to the Indenture Trustee or the Custodian on behalf
of
the Indenture Trustee and the Servicer, no less frequently than monthly, updated
certifications indicating the then current status of exceptions until all such
exceptions have been eliminated; provided
that the
delivery of the final certification shall not act as a waiver of any of the
rights the Noteholders may have with respect to such exceptions, and all rights
are reserved with respect thereto.
Neither
the Indenture Trustee nor the Custodian makes any representations as to, and
shall not be responsible to verify, (i) the validity, sufficiency, legality,
due
authorization, recordation or genuineness of any document or (ii) the
collectability, insurability or effectiveness of any of the Mortgage
Loans.
(b) Neither
the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee
shall
have any responsibility for reviewing any Mortgage File except as expressly
provided in Section 2.02. Without limiting the effect of the preceding sentence,
in reviewing any Mortgage File pursuant to such subsection, neither the
Indenture Trustee nor the Custodian shall have any responsibility for
determining whether any document is valid and binding, whether the text of
any
assignment or endorsement is in proper or recordable form (except, if
applicable, to determine if the Indenture Trustee is the assignee or endorsee),
whether any document has been recorded in accordance with the requirements
of
any applicable jurisdiction, or whether a blanket assignment is permitted in
any
applicable jurisdiction, but shall only be required to determine whether a
document has been executed, that it appears to be what it purports to be, and,
where applicable, that it purports to be recorded, but shall not be required
to
determine whether any Person executing any document is authorized to do so
or
whether any signature thereon is genuine.
The
parties hereto understand and agree that it is not intended that any Mortgage
Loan be included in the Trust that is a high-cost home loan as defined by the
Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.
Section
2.04. Acceptance
of the Interest Rate Cap Agreements by Owner Trustee.
The
Issuer hereby directs the Owner Trustee to execute and the Securities
Administrator (on behalf of the Owner Trustee) to deliver and perform the Owner
Trustee’s obligations under the Class N Interest Rate Cap Agreement on the
Closing Date and thereafter on behalf of the Holders of the Class N Notes.
The
Issuer and the Holders of the Class N Notes by their acceptance of such Notes
acknowledge and agree that the Owner Trustee shall execute and the Securities
Administrator (on behalf of the Owner Trustee) shall deliver and perform the
Owner Trustee’s obligations under the Class N Interest Rate Cap Agreement and
shall do so solely in its capacity as Owner Trustee or Securities Administrator,
as applicable, and not in its respective individual capacity.
The
Owner
Trustee acknowledges receipt of the Class N Interest Rate Cap Agreement and
declares that it holds and will continue to hold these documents and any
amendments, replacements or supplements thereto for the use and benefit of
all
present and future Holders of the Class N Notes. Every provision of this
Indenture affording protection to the Owner Trustee shall apply to the Owner
Trustee’s execution of the Class N Interest Rate Cap Agreement and the
performance of its duties and satisfaction of its obligations
thereunder.
ARTICLE
III
COVENANTS
Section 3.01. |
Collection
of Payments with respect to the Mortgage Loans; Investment of
Accounts.
|
(a) The
Securities Administrator shall establish with itself, a separate account (the
“Payment Account”) titled “HSBC Bank USA, National Association, as Indenture
Trustee, in trust for the registered holders of Renaissance Home Equity Loan
Trust 2006-1 Home Equity Loan Asset-Backed Notes, Series 2006-1.” The Payment
Account shall be an Eligible Account. The Securities Administrator shall deposit
any amounts representing payments on and any collections in respect of the
Mortgage Loans received by it immediately following receipt thereof, including,
without limitation, all amounts withdrawn by the Servicer from the Collection
Account pursuant to Section 3.03 of the Servicing Agreement for deposit to
the
Payment Account. Amounts on deposit in the Payment Account may be invested
in
Eligible Investments pursuant to Section 3.01(b). In addition, the Securities
Administrator shall deposit the Initial Deposit in the Payment Account on the
Closing Date. Immediately prior to each Payment Date, the Securities
Administrator shall withdraw from the Payment Account and pay to the Master
Servicer an amount equal to the Master Servicing Fee for such Payment Date
and
any unreimbursed Monthly Advances made by the Master Servicer. The Securities
Administrator shall make all payments of principal of and interest on the Notes,
subject to Section 3.03 as provided in Section 3.05 herein from monies on
deposit in the Payment Account.
(b) Consistent
with any requirements of the Code, all or a portion of any Account held by
the
Securities Administrator shall be invested and reinvested by the Securities
Administrator (in the case of the Payment Account) or as directed in writing
by
the Servicer (in the case of the Collection Account) or the Seller (in the
case
of any other Account) (the applicable Person, the “Directing Party”), in one or
more Eligible Investments bearing interest or sold at a discount. If the
applicable Directing Party does not provide investment directions, or if the
Directing Party is the Servicer and a Servicer Event of Default shall have
occurred and be continuing, the Securities Administrator shall invest all
Accounts in Eligible Investments described in paragraph (vi) of the definition
of Eligible Investments. No such investment in any Account shall mature later
than the Business Day immediately preceding the next Payment Date (except that
for any such Account other than the Payment Account (i) if such Eligible
Investment is an obligation of the Securities Administrator or a money market
fund for which the Securities Administrator or any Affiliate is the manager
or
the advisor, then such Eligible Investment shall mature not later than such
Payment Date and (ii) any other date may be approved by the Rating
Agencies).
(c) If
any
amounts are needed for disbursement from any Account held by the Securities
Administrator and sufficient uninvested funds are not available to make such
disbursement, the Securities Administrator shall cause to be sold or otherwise
converted to cash a sufficient amount of the investments in such Account. The
Securities Administrator shall not be liable for any investment loss or other
charge resulting therefrom unless the Securities Administrator’s failure to
perform in accordance with this Section 3.01(c) is the cause of such loss or
charge.
(d) The
Securities Administrator shall not in any way be held liable by reason of any
insufficiency in any Account held by the Securities Administrator resulting
from
any investment loss on any Eligible Investment included therein (except to
the
extent that the Securities Administrator is the obligor and has defaulted
thereon or as provided in subsection (c) of this Section 3.01).
(e) The
Securities Administrator shall invest and reinvest funds in the Accounts held
by
the Securities Administrator, to the fullest extent practicable, in such manner
as the applicable Directing Party shall from time to time direct as set forth
in
Section 3.01(b), but only in one or more Eligible Investments.
(f) So
long
as no Servicer Event of Default shall have occurred and be continuing, all
net
income and gain realized from investment of, and all earnings on, funds
deposited in the Collection Account shall be for the benefit of the Servicer
as
Servicing Compensation (in addition to the Servicing Fee), and shall be subject
to withdrawal on or before the first Business Day of the month following the
month in which such income or gain is received. The Servicer shall deposit
in
the Collection Account, the amount of any loss incurred in respect of any
Eligible Investment held therein which is in excess of the income and gain
thereon immediately upon realization of such loss, without any right to
reimbursement therefore from its own funds.
(g) All
net
income and gain realized from investment of, and all earnings on, funds
deposited in the Collection Account shall be for the benefit of the Servicer
for
the period from the date of deposit to the Deposit Date, as Servicing
Compensation in addition to the Servicing Fee. All net income and gain realized
from investment of, and all earnings on, funds deposited in the Payment Account
shall be for the benefit of the Securities Administrator for the period from
the
Deposit Date to the Payment Date, as compensation. Any such income shall be
subject to withdrawal on or before the first Business Day of the month following
the month in which such income or gain is received. The Securities
Administrator, as applicable, shall deposit in the Payment Account from its
own
funds the amount of any loss incurred in respect of any Eligible Investment
held
therein which is in excess of the income and gain thereon payable to Securities
Administrator immediately upon the realization of such loss, without any right
to reimbursement therefor.
Section
3.02. Maintenance
of Office or Agency.
The
Issuer will maintain an office or agency where, subject to satisfaction of
conditions set forth herein, Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby
initially appoints the Securities Administrator to serve as its agent for the
foregoing purposes. If at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders may be made at the office designated by the Securities
Administrator for such purpose.
Section
3.03. Money
for Payments To Be Held in Trust; Paying Agent.
As
provided in Section 3.01, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Payment Account
pursuant to Section 3.01 shall be made on behalf of the Issuer by the Securities
Administrator or by the Paying Agent, and no amounts so withdrawn from the
Payment Account for payments of Notes shall be paid over to the Issuer except
as
provided in this Section 3.03. The Issuer hereby appoints the Securities
Administrator as its Paying Agent.
The
Securities Administrator will cause each Paying Agent other than the Securities
Administrator to execute and deliver to the Securities Administrator an
instrument in which such Paying Agent shall agree with the Securities
Administrator (and if the Securities Administrator acts as Paying Agent it
hereby so agrees), subject to the provisions of this Section 3.03, that such
Paying Agent will:
(i) hold
all
sums held by it for the payment of amounts due with respect to the Notes in
trust for the benefit of the Persons entitled thereto until such sums shall
be
paid to such Persons or otherwise disposed of as herein provided and pay such
sums to such Persons as herein provided;
(ii) give
the
Securities Administrator notice of any default by the Issuer of which it has
actual knowledge in the making of any payment required to be made with respect
to the Notes;
(iii) at
any
time during the continuance of any default described in (ii) above, upon the
written request of the Securities Administrator, forthwith pay to the Securities
Administrator all sums so held in trust by such Paying Agent;
(iv) immediately
resign as Paying Agent and forthwith pay to the Securities Administrator all
sums held by it in trust for the payment of Notes if at any time it ceases
to
meet the standards required to be met by a Paying Agent at the time of its
appointment;
(v) comply
with all requirements of the Code with respect to the withholding from any
payments made by it on any Notes of any applicable withholding taxes imposed
thereon and with respect to any applicable reporting requirements in connection
therewith; and
(vi) not
commence a bankruptcy proceeding against the Issuer in connection with this
Indenture.
The
Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Request direct
any Paying Agent to pay to the Securities Administrator all sums held in trust
by such Paying Agent, such sums to be held by the Securities Administrator
upon
the same trusts as those upon which the sums were held by such Paying Agent;
and
upon such payment by any Paying Agent to the Securities Administrator, such
Paying Agent shall be released from all further liability with respect to such
money.
Subject
to applicable laws with respect to escheat of funds, any money held by the
Securities Administrator or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for one year after
such amount has become due and payable shall be discharged from such trust
and
be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Securities Administrator or such Paying Agent with
respect to such trust money shall thereupon cease; provided,
however,
that the
Securities Administrator or such Paying Agent, before being required to make
any
such repayment, shall at the expense and direction of the Issuer cause to be
published once, in an Authorized Newspaper published in the English language,
notice that such money remains unclaimed and that, after a date specified
therein which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Securities Administrator may also adopt and employ, at the expense and
direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment
to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Securities Administrator or
of
any Paying Agent, at the last address of record for each such
Holder).
Section
3.04. Existence.
The
Issuer will keep in full effect its existence, rights and franchises as a
statutory trust under the laws of the State of Delaware (unless it becomes,
or
any successor Issuer hereunder is or becomes, organized under the laws of any
other state or of the United States of America, in which case the Issuer will
keep in full effect its existence, rights and franchises under the laws of
such
other jurisdiction) and will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Mortgage Loans and each other instrument or agreement included in
the
Trust.
Section 3.05. |
Payment
of Principal and Interest.
|
(a) On
each
Payment Date from amounts on deposit in the Payment Account in accordance with
Section 8.02 hereof, the Securities Administrator shall pay to the Persons
specified below, to the extent provided therein, the Available Funds for such
Payment Date.
(b) On
each
Payment Date the Securities Administrator shall withdraw from the Payment
Account the Available Funds (other than amounts paid under the Class N Interest
Rate Cap Agreement) and apply such amount in the following order of priority,
in
each case, to the extent of the funds remaining:
(i) With
respect to funds in the Payment Account received with respect to the Group
I
Mortgage Loans
(1) |
Concurrently,
to each Class of Group I Notes, pro
rata
based on amounts due, the related Class Interest Payment for the
applicable Payment Date.
|
(2) |
For
payment pursuant to Section 3.05(b)(iii) below, any remaining
amounts.
|
(ii) With
respect to funds in the Payment Account received with respect to the Group
II
Mortgage Loans
(1) |
Concurrently,
to each Class of Group II Notes, pro
rata
based on amounts due, the related Class Interest Payment for the
applicable Payment Date.
|
(2) |
For
payment pursuant to Section 3.05(b)(iii) below, any remaining
amounts.
|
(iii) With
respect to any remaining funds in the Payment Account after payments made
pursuant to Sections 3.05(b)(i) and 3.05(b)(ii) above
(1) |
Concurrently,
to the Senior Notes, to the extent not paid pursuant to Sections
3.05(b)(i) and 3.05(b)(ii) above on the applicable Payment Date,
pro
rata
based on amounts due, the related Class Interest Payment for the
applicable Payment Date; then
|
(2) |
Sequentially,
first to the Class M-1 Notes, second to the Class M-2 Notes, third
to the
Class M-3 Notes, fourth to the Class M-4 Notes, fifth to the Class
M-5
Notes, sixth to the Class M-6 Notes, seventh to the Class M-7 Notes,
eighth to the Class M-8 Notes, ninth to the Class M-9 Notes and tenth
to
the Class M-10 Notes, the related Class Monthly Interest Amount for
the
applicable Payment Date; then
|
(3) |
To
the Senior Notes, the Senior Principal Payment Amount for the applicable
Payment Date, excluding any Subordination Increase Amount included
in that
amount, concurrently as follows:
|
(a) To
the
Group I Notes, the Group I Principal Payment Amount, sequentially, to the Class
AV-1, Class AV-2 and Class AV-3 Notes, in that order, until the respective
Class
Note Balances of such Classes have been reduced to zero; provided, however,
on
any Payment Date on which the aggregate Note Balance of the Mezzanine Notes
has
been reduced to zero, principal payments to the Group I Notes will be made
on a
pro
rata
basis
based on the Class Note Balance of each such Class; and
(b) To
the
Group II Notes, the Group II Principal Payment Amount, sequentially, first
to
the Class AF-6 Notes, an amount equal to the Class AF-6 Lockout Payment Amount,
and second, sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class
AF-4,
Class AF-5 and Class AF-6 Notes, in that order, until the respective Class
Note
Balances of such Classes have been reduced to zero; provided, however, on any
Payment Date on which the aggregate Note Balance of the Mezzanine Notes has
been
reduced to zero, principal payments to the Group II Notes will be made on a
pro
rata
basis
based on the Class Note Balance of each such Class; then
(4) |
To
the Class M-1 Notes, the Class M-1 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(5) |
To
the Class M-2 Notes, the Class M-2 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(6) |
To
the Class M-3 Notes, the Class M-3 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(7) |
To
the Class M-4 Notes, the Class M-4 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(8) |
To
the Class M-5 Notes, the Class M-5 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(9) |
To
the Class M-6 Notes, the Class M-6 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(10) |
To
the Class M-7 Notes, the Class M-7 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(11) |
To
the Class M-8 Notes, the Class M-8 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(12) |
To
the Class M-9 Notes, the Class M-9 Principal Payment Amount for the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(13) |
To
the Class M-10 Notes, the Class M-10 Principal Payment Amount for
the
applicable Payment Date, excluding any Subordination Increase Amount
included in that amount; then
|
(14) |
To
the Offered Notes, the Subordination Increase Amount for the applicable
Payment Date, allocated in the same order of priority set forth in
clause
(3) and clauses (4) through (13) of this Section 3.05(b)(iii);
then
|
(15) |
Sequentially,
first to the Class M-1 Notes, second to the Class M-2 Notes, third
to the
Class M-3 Notes, fourth to the Class M-4 Notes, fifth to the Class
M-5
Notes, sixth to the Class M-6 Notes, seventh to the Class M-7 Notes,
eighth to the Class M-8 Notes, ninth to the Class M-9 Notes and tenth
to
the Class M-10 Notes, (a) any related Class Interest Carryover Shortfall,
then (b) any related Class Principal Carryover Shortfall and then
(c) any
interest accrued on any related Class Principal Carryover Shortfall.;
then
|
(16) |
To
the Group I Notes in the order and priority described in
Section 3.05(c), any Group I Basis Risk Shortfall Amount,
then
|
(17) |
to
the Class N Notes, the Class N Interest Payment Amount for the related
Interest Period; then
|
(18) |
to
the Class N Notes, the Class N Principal Payment Amount, if any,
until
such Note Balance is reduced to zero; and
then
|
(19) |
to
the Owner Trustee, any fees, expenses and indemnities not otherwise
paid
and then, to the Holders of the Certificates, any remaining
amounts.
|
On
each
Payment Date, the Class Interest Payment for each Class of Senior Notes in
a
Note Group will be paid on an equal priority within such Note
Group.
On
each
Payment Date, all amounts representing (i) Prepayment Charges in respect of
the
Mortgage Loans received during the related Prepayment Period and (ii) amounts
received by the Securities Administrator under the Class N Interest Rate Cap
Agreement, shall be withdrawn from the Payment Account and paid by the
Securities Administrator to the Holders of the Class N Notes and shall not
be
available for payment to the Holders of any Class of Offered Notes.
(c) On
each
Payment Date, after making the payments of the Available Funds as set forth
above, the Securities Administrator will determine the amount of any Basis
Risk
Shortfalls with respect to the Offered Notes for such Payment Date and pay
to
the Group I Notes, pro
rata
based on
amounts due, the related Basis Risk Shortfall Amount from payments made pursuant
to Section 3.05(b)(iii)(16) above.
(d) The
Securities Administrator shall make payments in respect of a Payment Date to
each Noteholder of record on the related Record Date (other than as provided
in
Section 8.07 respecting the final payment), by check or money order mailed
to
such Noteholder at the address appearing in the Note Register, or, upon written
request by a Holder of a Note delivered to the Securities Administrator at
least
five Business Days prior to the related Payment Date, by wire transfer or
otherwise, or, if not, by check or money order to such Noteholder at the address
appearing in the Note Register. Payments among Noteholders of a Class shall
be
made in proportion to the Percentage Interests evidenced by the Notes of such
Class held by such Noteholders.
(e) Each
payment with respect to a Book-Entry Note shall be paid to the Depository,
as
Holder thereof, and the Depository shall be responsible for crediting the amount
of such payment to the accounts of its Depository Participants in accordance
with its normal procedures. Each Depository Participant shall be responsible
for
disbursing such payment to the Note Owners that it represents and to each
indirect participating brokerage firm (a “brokerage firm” or “indirect
participating firm”) for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Note Owners that it represents. None
of
the Securities Administrator, the Indenture Trustee, the Note Registrar, the
Paying Agent, the Depositor, the Servicer or the Master Servicer shall have
any
responsibility therefor except as otherwise provided by this Indenture or
applicable law.
(f) On
each
Payment Date, the Certificate Paying Agent shall deposit in the Certificate
Distribution Account all amounts it received pursuant to this Section 3.05
for
the purpose of distributing such funds pursuant to the Trust
Agreement.
(g) The
principal of each Note shall be due and payable in full on the Final Stated
Maturity Date for such Note as provided in the forms of Notes set forth in
Exhibit A to this Indenture. All principal payments on the Notes shall be made
to the Noteholders entitled thereto in accordance with the Percentage Interests
represented by such Notes. The Securities Administrator shall notify the Person
in whose name a Note is registered at the close of business on the Record Date
preceding the Final Stated Maturity Date or other final Payment Date (including
any final Payment Date resulting from any redemption pursuant to Section 8.07
hereof). Such notice shall to the extent practicable be mailed no later than
five Business Days prior to such Final Stated Maturity Date or other final
Payment Date and shall specify that payment of the principal amount and any
interest due with respect to such Note at the Final Stated Maturity Date or
other final Payment Date will be payable only upon presentation and surrender
of
such Note and shall specify the place where such Note may be presented and
surrendered for such final payment. No interest shall accrue on the Notes on
or
after the Final Stated Maturity Date or any such other final Payment
Date.
Section 3.06. |
Protection
of Collateral.
|
(a) The
Issuer will from time to time prepare, execute and deliver all such supplements
and amendments hereto and all such financing statements, continuation
statements, instruments of further assurance and other instruments, and will
take such other action necessary or advisable to:
(i) maintain
or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;
(ii) perfect,
publish notice of or protect the validity of any Grant made or to be made by
this Indenture;
(iii) cause
the
Issuer, the Servicer or the Master Servicer to enforce any of the rights to
the
Mortgage Loans; or
(iv) preserve
and defend title to the Trust and the rights of the Indenture Trustee and the
Noteholders in the Trust against the claims of all persons and
parties.
(b) Except
as
otherwise provided in this Indenture, the Indenture Trustee shall not remove
any
portion of the Trust that consists of money or is evidenced by an instrument,
certificate or other writing from the jurisdiction in which it was held at
the
date of the most recent Opinion of Counsel delivered pursuant to Section 3.07
hereof (or from the jurisdiction in which it was held as described in the
Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a)
hereof), or if no Opinion of Counsel has yet been delivered pursuant to Section
3.07(b) hereof, unless the Indenture Trustee shall have first received an
Opinion of Counsel to the effect that the lien and security interest created
by
this Indenture with respect to such property will continue to be maintained
after giving effect to such action or actions.
The
Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
to
sign any financing statement, continuation statement or other instrument
required to be signed pursuant to this Section 3.06 upon the Issuer’s
preparation thereof and delivery to the Indenture Trustee.
Section 3.07. |
Opinions
as to Collateral.
|
(a) On
the
Closing Date, the Issuer shall furnish to the Indenture Trustee, the Securities
Administrator and the Owner Trustee an Opinion of Counsel either stating that,
in the opinion of such counsel, such action has been taken with respect to
the
recording and filing of this Indenture, any indentures supplemental hereto,
and
any other requisite documents, and with respect to the execution and filing
of
any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and first priority security interest in
the
Collateral and reciting the details of such action, or stating that, in the
opinion of such counsel, no such action is necessary to make such lien and
first
priority security interest effective.
(b) On
or
before April 15th
in each
calendar year, beginning in 2006, the Issuer shall furnish to the Indenture
Trustee and the Securities Administrator an Opinion of Counsel at the expense
of
the Issuer either stating that, in the opinion of such counsel, such action
has
been taken with respect to the recording, filing, re-recording and re-filing
of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien
and
first priority security interest in the Collateral and reciting the details
of
such action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and re-filing of this
Indenture, any indentures supplemental hereto and any other requisite documents
and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the lien and security interest in the Collateral until December 31st
in the
following calendar year.
Section 3.08. |
Performance
of Obligations.
|
The
Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and
agreements included in the Collateral.
The
Issuer may contract with other Persons to assist it in performing its duties
under this Indenture, and any performance of such duties by a Person identified
to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be
deemed to be action taken by the Issuer.
The
Issuer will not take any action or permit any action to be taken by others
which
would release any Person from any of such Person’s covenants or obligations
under any of the documents relating to the Mortgage Loans or under any
instrument included in the Collateral, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any of the documents relating to the Mortgage
Loans or any such instrument, except such actions as the Servicer or the Master
Servicer is expressly permitted to take in the Servicing Agreement. The
Indenture Trustee and the Securities Administrator may exercise the rights
of
the Issuer to direct the actions of the Servicer and/or the Master Servicer
pursuant to the Servicing Agreement.
The
Issuer may retain an administrator and may enter into contracts with other
Persons for the performance of the Issuer’s obligations hereunder, and
performance of such obligations by such Persons shall be deemed to be
performance of such obligations by the Issuer.
Section 3.09. |
Negative
Covenants. So
long as any Notes are Outstanding, the Issuer shall
not:
|
(i) except
as
expressly permitted by this Indenture, sell, transfer, exchange or otherwise
dispose of the Trust, unless directed to do so by the Indenture
Trustee;
(ii) claim
any
credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code) or assert any claim against any present or former Noteholder
by
reason of the payment of the taxes levied or assessed upon any part of the
Trust;
(iii) (A)
permit the validity or effectiveness of this Indenture to be impaired, or permit
the lien of this Indenture to be amended, hypothecated, subordinated, terminated
or discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
interest, mortgage or other encumbrance (other than the lien of this Indenture)
to be created on or extend to or otherwise arise upon or burden the Trust or
any
part thereof or any interest therein or the proceeds thereof or (C) permit
the
lien of this Indenture not to constitute a valid first priority security
interest in the Trust; or
(iv) waive
or
impair, or fail to assert rights under, the Mortgage Loans, or impair or cause
to be impaired the Issuer’s interest in the Mortgage Loans, the Mortgage Loan
Sale and Contribution Agreement or in any Basic Document, if any such action
would materially and adversely affect the interests of the
Noteholders.
Section 3.10. |
[Reserved.]
|
Section 3.11. |
[Reserved.]
|
Section
3.12. Representations
and Warranties Concerning the Mortgage Loans.
The
Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
representations and warranties made by the Seller and the Originator in the
Mortgage Loan Sale and Contribution Agreement concerning the Seller and the
Mortgage Loans to the same extent as though such representations and warranties
were made directly to the Indenture Trustee. If a Responsible Officer of the
Indenture Trustee or the Securities Administrator has actual knowledge of any
breach of any representation or warranty made by the Seller or the Originator
in
the Mortgage Loan Sale and Contribution Agreement, the Indenture Trustee or
the
Securities Administrator shall promptly notify the Seller or the Originator,
as
applicable, of such finding and the Seller’s or the Originator’s obligation to
cure such defect or repurchase or substitute for the related Mortgage
Loan.
Section
3.13. Amendments
to Servicing Agreement.
The
Issuer covenants with the Indenture Trustee and the Securities Administrator
that it will not enter into any amendment or supplement to the Servicing
Agreement without the prior written consent of the Indenture Trustee and the
Securities Administrator.
Section
3.14. Servicer
as Agent and Bailee of the Indenture Trustee.
Solely
for purposes of perfection under Section 9-305 of the UCC or other similar
applicable law, rule or regulation of the state in which such property is held
by the Servicer, the Issuer, the Indenture Trustee and the Securities
Administrator hereby acknowledge that the Servicer is acting as bailee of the
Indenture Trustee in holding amounts on deposit in the Collection Account,
as
well as its bailee in holding any Related Documents released to the Servicer,
and any other items constituting a part of the Trust which from time to time
come into the possession of the Servicer. It is intended that, by the Servicer’s
acceptance of such bailee arrangement, the Indenture Trustee, as a secured
party
of the Mortgage Loans, will be deemed to have possession of such Related
Documents, such monies and such other items for purposes of Section 9-305 of
the
UCC of the state in which such property is held by the Servicer. Neither the
Indenture Trustee nor the Securities Administrator shall be liable with respect
to such documents, monies or items while in possession of the
Servicer.
Section
3.15. Investment
Company Act.
The
Issuer shall not become an “investment company” or be under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of
1940, as amended (or any successor or amendatory statute), and the rules and
regulations thereunder (taking into account not only the general definition
of
the term “investment company” but also any available exceptions to such general
definition); provided,
however,
that the
Issuer shall be in compliance with this Section 3.15 if it shall have obtained
an order exempting it from regulation as an “investment company” so long as it
is in compliance with the conditions imposed in such order.
Section 3.16. |
Issuer
May Consolidate, etc.
|
(a) The
Issuer shall not consolidate or merge with or into any other Person,
unless:
(i) the
Person (if other than the Issuer) formed by or surviving such consolidation
or
merger shall be a Person organized and existing under the laws of the United
States of America or any state or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Indenture Trustee and the Securities Administrator, in form reasonably
satisfactory to the Indenture Trustee and the Securities Administrator, the
due
and punctual payment of the principal of and interest on all Notes, and all
other amounts payable to the Indenture Trustee and the Securities Administrator,
the payment to the Certificate Paying Agent of all amounts due to the
Certificateholders, and the performance or observance of every agreement and
covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein;
(ii) immediately
after giving effect to such transaction, no Event of Default shall have occurred
and be continuing;
(iii) the
Rating Agencies shall have notified the Issuer that such transaction shall
not
cause the rating of the Notes to be reduced, suspended or withdrawn or to be
considered by either Rating Agency to be below investment grade;
(iv) the
Issuer shall have received an Opinion of Counsel (and shall have delivered
a
copy thereof to the Indenture Trustee and the Securities Administrator) to
the
effect that such transaction will not (A) result in a “substantial modification”
of the Notes under Treasury Regulation Section 1.1001-3, or adversely affect
the
status of the Notes as indebtedness for federal income tax purposes, or (B)
if
100% of the Certificates are not owned by the Seller, cause the Trust to be
subject to an entity level tax for federal income tax purposes;
(v) any
action that is necessary to maintain the lien and security interest created
by
this Indenture shall have been taken; and
(vi) the
Issuer shall have delivered to the Indenture Trustee and the Securities
Administrator an Officer’s Certificate and an Opinion of Counsel each stating
that such consolidation or merger and such supplemental indenture comply with
this Article III and that all conditions precedent herein provided for or
relating to such transaction have been complied with (including any filing
required by the Exchange Act), and that such supplemental indenture is
enforceable.
(b) The
Issuer shall not convey or transfer any of its properties or assets, including
those included in the Collateral, to any Person, unless:
(i) the
Person that acquires by conveyance or transfer the properties and assets of
the
Issuer, the conveyance or transfer of which is hereby restricted, shall (A)
be a
United States citizen or a Person organized and existing under the laws of
the
United States of America or any state thereof, (B) expressly assume, by an
indenture supplemental hereto, executed and delivered to the Indenture Trustee
and the Securities Administrator, in form satisfactory to the Indenture Trustee
and the Securities Administrator, the due and punctual payment of the principal
of and interest on all Notes and the performance or observance of every
agreement and covenant of this Indenture on the part of the Issuer to be
performed or observed, all as provided herein, (C) expressly agree by means
of
such supplemental indenture that all right, title and interest so conveyed
or
transferred shall be subject and subordinate to the rights of the Holders of
the
Notes, (D) unless otherwise provided in such supplemental indenture, expressly
agree to indemnify, defend and hold harmless the Issuer, the Indenture Trustee
and the Securities Administrator against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E) expressly
agree
by means of such supplemental indenture that such Person (or if a group of
Persons, then one specified Person) shall make all filings with the Commission
(and any other appropriate Person) required by the Exchange Act in connection
with the Notes;
(ii) immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;
(iii) the
Rating Agencies shall have notified the Issuer that such transaction shall
not
cause the rating of the Notes to be reduced, suspended or
withdrawn;
(iv) the
Issuer shall have received an Opinion of Counsel (and shall have delivered
a
copy thereof to the Indenture Trustee and the Securities Administrator) to
the
effect that such transaction will not (A) result in a “substantial modification”
of the Notes under Treasury Regulation Section 1.1001-3, or adversely affect
the
status of the Notes as indebtedness for federal income tax purposes, or (B)
if
100% of the Certificates are not owned by the Seller, cause the Trust to be
subject to an entity level tax for federal income tax purposes;
(v) any
action that is necessary to maintain the lien and security interest created
by
this Indenture shall have been taken; and
(vi) the
Issuer shall have delivered to the Indenture Trustee and the Securities
Administrator an Officer’s Certificate and an Opinion of Counsel each stating
that such conveyance or transfer and such supplemental indenture comply with
this Article III and that all conditions precedent herein provided for relating
to such transaction have been complied with (including any filing required
by
the Exchange Act).
Section 3.17. |
Successor
or Transferee.
|
(a) Upon
any
consolidation or merger of the Issuer in accordance with Section 3.16(a), the
Person formed by or surviving such consolidation or merger (if other than the
Issuer) shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer under this Indenture with the same effect as if such
Person had been named as the Issuer herein.
(b) Upon
a
conveyance or transfer of all the assets and properties of the Issuer pursuant
to Section 3.16(b), the Issuer will be released from every covenant and
agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written notice
to the Indenture Trustee and the Securities Administrator of such conveyance
or
transfer.
Section
3.18. No
Other Business.
The
Issuer shall not engage in any business other than financing, purchasing, owning
and selling and managing the Mortgage Loans and the issuance of the Notes and
Certificates in the manner contemplated by this Indenture and the Basic
Documents and all activities incidental thereto.
Section
3.19. No
Borrowing.
The
Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
directly or indirectly, for any indebtedness except for the Notes under this
Indenture.
Section
3.20. Guarantees,
Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the Basic Documents, the Issuer shall
not
make any loan or advance or credit to, or guarantee (directly or indirectly
or
by an instrument having the effect of assuring another’s payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or
agree contingently to do so) any stock, obligations, assets or securities of,
or
any other interest in, or make any capital contribution to, any other
Person.
Section
3.21. Capital
Expenditures.
The
Issuer shall not make any expenditure (by long-term or operating lease or
otherwise) for capital assets (either realty or personalty).
Section 3.22. |
Reserved.
|
Section
3.23. Restricted
Payments.
The
Issuer shall not, directly or indirectly, (i) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to the Owner Trustee or any owner of a
beneficial interest in the Issuer or otherwise with respect to any ownership
or
equity interest or security in or of the Issuer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security
or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided,
however,
that the
Issuer may make, or cause to be made, (x) distributions and payments to the
Owner Trustee, the Indenture Trustee, the Securities Administrator, Noteholders
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under this Indenture and the Trust Agreement and
(y)
payments to the Servicer or the Master Servicer pursuant to the terms of the
Servicing Agreement. The Issuer will not, directly or indirectly, make payments
to or distributions from the Collection Account except in accordance with this
Indenture and the Basic Documents.
Section
3.24. Notice
of Events of Default.
The
Issuer shall give the Indenture Trustee, the Securities Administrator and the
Rating Agencies prompt written notice of each Event of Default hereunder and
under the Trust Agreement.
Section
3.25. Further
Instruments and Acts.
Upon
request of the Indenture Trustee or the Securities Administrator, the Issuer
will execute and deliver such further instruments and do such further acts
as
may be reasonably necessary or proper to carry out more effectively the purpose
of this Indenture.
Section
3.26. Statements
to Noteholders.
On each
Payment Date, the Securities Administrator and the Certificate Registrar shall
prepare and make available on the Securities Administrator’s website,
xxxxx://xxx.xxxxxxx.xxx (or deliver at the recipient’s option), to each
Noteholder and Certificateholder the most recent statement prepared by the
Securities Administrator pursuant to Section 7.05 hereof.
Section 3.27. |
[Reserved].
|
Section 3.28. |
Certain
Representations Regarding the Trust.
|
(a) With
respect to that portion of the Collateral described in clauses (a) through
(d)
of the definition of Collateral, the Issuer represents to the Indenture Trustee
and the Securities Administrator that:
(i) This
Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Collateral in favor of the Indenture Trustee, which
security interest is prior to all other liens, and is enforceable as such as
against creditors of and purchasers from the Issuer.
(ii) The
Collateral constitutes “deposit accounts” or “instruments,” as applicable,
within the meaning of the applicable UCC.
(iii) The
Issuer owns and has good and marketable title to the Collateral, free and clear
of any lien, claim or encumbrance of any Person.
(iv) The
Issuer has taken all steps necessary to cause the Indenture Trustee to become
the account holder of the Collateral.
(v) Other
than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Collateral.
(vi) The
Collateral is not in the name of any Person other than the Issuer or the
Indenture Trustee. The Issuer has not consented to the bank maintaining the
Collateral to comply with instructions of any Person other than the Indenture
Trustee.
(b) With
respect to that portion of the Collateral described in clause (e), the Issuer
represents to the Indenture Trustee and the Securities Administrator
that:
(i) This
Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Collateral in favor of the Indenture Trustee, which
security interest is prior to all other liens, and is enforceable as such as
against creditors of and purchasers from the Issuer.
(ii) The
Collateral constitutes “general intangibles” within the meaning of the
applicable UCC.
(iii) The
Issuer owns and has good and marketable title to the Collateral, free and clear
of any lien, claim or encumbrance of any Person.
(iv) Other
than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Collateral.
(c) With
respect to any Collateral in which a security interest may be perfected by
filing, the Issuer has not authorized the filing of, and is not aware of any
financing statements against, the Issuer, that include a description of
collateral covering such Collateral, other than any financing statement relating
to the security interest granted to the Indenture Trustee hereunder or that
has
been terminated. The Issuer is not aware of any judgment or tax lien filings
against the Issuer.
(d) The
Issuer has caused or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
in
all Collateral granted to the Indenture Trustee hereunder in which a security
interest may be perfected by filing and the Issuer will cause such security
interest to be maintained. Any financing statement that is filed in connection
with this Section 3.28 shall contain a statement that a purchase or security
interest in any collateral described therein will violate the rights of the
secured party named in such financing statement.
(e) The
foregoing representations may not be waived and shall survive the issuance
of
the Notes.
Section 3.29. |
Allocation
of Realized Losses.
|
(a) On
each
Payment Date, the Securities Administrator shall determine the total of the
Applied Realized Loss Amounts for such Payment Date. The Applied Realized Loss
Amount for any Payment Date shall be applied by reducing the Class Note Balance
of each Class of Mezzanine Notes beginning with the Class of Mezzanine Notes
then outstanding with the lowest relative payment priority, in each case until
the respective Class Note Balance thereof is reduced to zero. Any Applied
Realized Loss Amount allocated to a related Class of Mezzanine Notes shall
be
allocated among the Mezzanine Notes of such Class in proportion to their
respective Percentage Interests.
(b) With
respect to any Class of Mezzanine Notes to which an Applied Realized Loss Amount
has been allocated (including any such Class for which the related Class Note
Balance has been reduced to zero), the Class Note Balance of such Class will
be
increased up to the amount of Recoveries for such Payment Date, beginning with
the Class of Mezzanine Notes with the highest relative payment priority, up
to
the amount of Applied Realized Loss Amounts previously allocated to reduce
such
Class Note Balance. Any increase to the Class Note Balance of a Class of
Mezzanine Notes shall increase the Note Balance of the related Class
pro
rata
in
accordance with each Percentage Interest.
Section 3.30. |
Reserved.
|
Section 3.31. |
Reserved.
|
Section 3.32. |
The
Class N Interest Rate Cap Agreement.
|
(a) The
Securities Administrator shall deposit any amounts received with respect to
the
Class N Interest Rate Cap Agreement on a related Interest Rate Cap Payment
Date
into the Payment Account.
(b) The
Securities Administrator shall terminate the Cap Provider upon the occurrence
of
an event of default or termination event under the Class N Interest Rate Cap
Agreement of which a Responsible Officer of the Securities Administrator has
actual knowledge. In the event that the Class N Interest Rate Cap Agreement
is
cancelled or otherwise terminated for any reason (other than the exhaustion
of
the interest rate protection provided thereby), the Securities Administrator
shall, at the direction of the Holders of not less than 50% of the aggregate
Note Balance of the Class N Notes (or if the Class N Notes are not outstanding,
the Certificates), and to the extent a replacement contract is available (from
a
counterparty designated by the Issuer and acceptable to the Holders of not
less
than 50% of the aggregate Note Balance of the Class N Notes (or if the Class
N
Notes are not outstanding, the Certificates)) execute a replacement contract
comparable to the Class N Interest Rate Cap Agreement providing interest rate
protection which is equal to the then-existing protection provided by the Class
N Interest Rate Cap Agreement; provided, however, that the cost of any such
replacement contract providing the same interest rate protection may be reduced
to a level such that the cost of such replacement contract shall not exceed
the
amount of any early termination payment received from the Cap
Provider.
(c) On
any
Payment Date prior to the related Interest Rate Cap Termination Date, if the
Class Note Balance of the Class N Notes equals zero (but not including the
Payment Date on which such Class Note Balance is reduced to zero), all amounts
received by the Securities Administrator with respect to the Class N Interest
Rate Cap Agreement shall be distributed directly to the
Certificateholders.
(d) Prior
to
the related Interest Rate Cap Termination Date and upon the redemption of the
Class N Notes, the Class N Interest Rate Cap Agreement shall be assigned to
the
Certificateholders.
ARTICLE
IV
THE
NOTES; SATISFACTION AND DISCHARGE OF INDENTURE
Section
4.01. The
Notes.
Each
Class of Notes shall be registered in the name of a nominee designated by the
Depository. Beneficial Owners will hold interests in the Notes through the
book-entry facilities of the Depository in minimum initial Note Balances of
$25,000 and integral multiples of $1 in excess thereof; provided that Offered
Notes must be purchased in minimum total investments of $100,000 per
Class.
The
Securities Administrator may for all purposes (including the making of payments
due on the Notes) deal with the Depository as the authorized representative
of
the Beneficial Owners with respect to the Notes for the purposes of exercising
the rights of Holders of the Notes hereunder. Except as provided in the next
succeeding paragraph of this Section 4.01, the rights of Beneficial Owners
with
respect to the Notes shall be limited to those established by law and agreements
between such Beneficial Owners and the Depository and Depository Participants.
Except as provided in Section 4.08 hereof, Beneficial Owners shall not be
entitled to definitive notes for the Notes as to which they are the Beneficial
Owners. Requests and directions from, and votes of, the Depository as Holder
of
the Notes shall not be deemed inconsistent if they are made with respect to
different Beneficial Owners. The Securities Administrator may establish a
reasonable record date in connection with solicitations of consents from or
voting by Noteholders and give notice to the Depository of such record date.
Without the consent of the Issuer and the Securities Administrator, no Note
may
be transferred by the Depository except to a successor Xxxxxxxxxx that agrees
to
hold such Note for the account of the Beneficial Owners.
In
the
event the Depository Trust Company resigns or is removed as Depository, the
Securities Administrator with the approval of the Issuer may appoint a successor
Depository. If no successor Depository has been appointed within 30 days of
the
effective date of the Depository’s resignation or removal, each Beneficial Owner
shall be entitled to certificates representing the Notes it beneficially owns
in
the manner prescribed in Section 4.08.
The
Notes
shall, on original issue, be executed on behalf of the Issuer by the Owner
Trustee, not in its individual capacity but solely as Owner Trustee,
authenticated by the Securities Administrator and delivered by the Securities
Administrator to or upon the order of the Issuer.
Section 4.02. |
Registration
of and Limitations on Transfer and Exchange of Notes; Appointment
of Note
Registrar and Certificate.
|
The
Securities Administrator shall cause to be kept at the Corporate Trust Office
a
Note Register in which, subject to such reasonable regulations as it may
prescribe, the Note Registrar shall provide for the registration of Notes and
of
transfers and exchanges of Notes as herein provided.
Subject
to the restrictions and limitations set forth below, upon surrender for
registration of transfer of any Note at the Corporate Trust Office, the Issuer
shall execute and the Note Registrar shall authenticate and deliver, in the
name
of the designated transferee or transferees, one or more new Notes in authorized
initial Note Balances evidencing the same Class and aggregate Percentage
Interests.
Subject
to the foregoing, at the option of the Noteholders, Notes may be exchanged
for
other Notes of like tenor and in authorized initial Note Balances evidencing
the
same Class and aggregate Percentage Interests upon surrender of the Notes to
be
exchanged at the Corporate Trust Office of the Note Registrar. Whenever any
Notes are so surrendered for exchange, the Issuer shall execute and the
Securities Administrator shall authenticate and deliver the Notes which the
Noteholder making the exchange is entitled to receive. Each Note presented
or
surrendered for registration of transfer or exchange shall (if so required
by
the Note Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form reasonably satisfactory to the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing
with such signature guaranteed by a commercial bank or trust company located
or
having a correspondent located in the city of New York. Notes delivered upon
any
such transfer or exchange will evidence the same obligations, and will be
entitled to the same rights and privileges, as the Notes
surrendered.
No
service charge shall be made for any registration of transfer or exchange of
Notes, but the Note Registrar shall require payment of a sum sufficient to
cover
any tax or governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes.
The
Issuer hereby appoints the Securities Administrator as (i) Certificate Registrar
to keep at its Corporate Trust Office a Certificate Register pursuant to Section
3.09 of the Trust Agreement in which, subject to such reasonable regulations
as
it may prescribe, the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges thereof pursuant to Section
3.05
of the Trust Agreement and (ii) Note Registrar under this Indenture. The
Securities Administrator hereby accepts such appointments.
Section
4.03. Mutilated,
Destroyed, Lost or Stolen Notes.
If (i)
any mutilated Note is surrendered to the Securities Administrator, or the
Securities Administrator receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Securities Administrator such security or indemnity as may be required by it
to
hold the Issuer, the Indenture Trustee and the Securities Administrator
harmless, then, in the absence of notice to the Issuer, the Note Registrar,
the
Indenture Trustee or the Securities Administrator that such Note has been
acquired by a protected purchaser, and provided that the requirements of Section
8-405 of the UCC are met, the Issuer shall execute, and upon its request the
Securities Administrator shall authenticate and deliver, in exchange for or
in
lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided,
however,
that if
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven days shall be due and payable, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
so
due or payable without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the
proviso to the preceding sentence, a protected purchaser of the original Note
in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Securities Administrator shall be entitled
to
recover such replacement Note (or such payment) from the Person to whom it
was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except
a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer, the Indenture Trustee or the Securities Administrator
in
connection therewith.
Upon
the
issuance of any replacement Note under this Section 4.03, the Issuer may require
the payment by the Holder of such Note of a sum sufficient to cover any tax
or
other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee
and the Securities Administrator) connected therewith.
Every
replacement Note issued pursuant to this Section 4.03 in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone,
and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.
The
provisions of this Section 4.03 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes.
Section
4.04. Persons
Deemed Owners.
Prior
to due presentment for registration of transfer of any Note, the Issuer, the
Indenture Trustee, the Securities Administrator, the Paying Agent and any agent
of any of them may treat the Person in whose name any Note is registered (as
of
the day of determination) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and neither the
Issuer, the Indenture Trustee, the Securities Administrator the Paying Agent
nor
any agent of any of them shall be affected by notice to the
contrary.
Section
4.05. Cancellation.
All
Notes surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Securities Administrator,
be
delivered to the Securities Administrator and shall be promptly cancelled by
the
Securities Administrator. The Issuer may at any time deliver to the Securities
Administrator for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and
all
Notes so delivered shall be promptly cancelled by the Securities Administrator.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 4.05, except as expressly permitted by
this Indenture. All cancelled Notes may be held or disposed of by the Securities
Administrator in accordance with its standard retention or disposal policy
as in
effect at the time unless the Issuer shall direct by an Issuer Request that
they
be destroyed or returned to it; provided,
however,
that
such Issuer Request is timely and the Notes have not been previously disposed
of
by the Securities Administrator.
Section 4.06. |
Book-Entry
Notes.
|
(a) The
Notes, upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company, the initial Depository, by, or on behalf of, the Issuer. The Notes
shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Depository, and no Beneficial Owner will receive
a Definitive Note representing such Beneficial Owner’s interest in such Note,
except as provided in Section 4.08. With respect to such Notes, unless and
until
definitive, fully registered Notes (the “Definitive Notes”) have been issued to
Beneficial Owners pursuant to Section 4.08:
(i) the
provisions of this Section 4.06 shall be in full force and effect;
(ii) the
Note
Registrar, the Paying Agent, the Indenture Trustee and the Securities
Administrator shall be entitled to deal with the Depository for all purposes
of
this Indenture (including the payment of principal of and interest on the Notes
and the giving of instructions or directions hereunder) as the sole holder
of
the Notes, and shall have no obligation to the Beneficial Owners of the
Notes;
(iii) to
the
extent that the provisions of this Section 4.06 conflict with any other
provisions of this Indenture, the provisions of this Section 4.06 shall
control;
(iv) the
rights of Beneficial Owners shall be exercised only through the Depository
and
shall be limited to those established by law and agreements between such Owners
of Notes and the Depository and/or the Depository Participants. Unless and
until
Definitive Notes are issued pursuant to Section 4.08, the initial Depository
will make book-entry transfers among the Depository Participants and receive
and
transmit payments of principal of and interest on the Notes to such Depository
Participants; and
(v) whenever
this Indenture requires or permits actions to be taken based upon instructions
or directions of Holders of Notes evidencing a specified percentage of the
Note
Balances of the Notes, the Depository shall be deemed to represent such
percentage with respect to the Notes only to the extent that it has received
instructions to such effect from Beneficial Owners and/or Depository
Participants owning or representing, respectively, such required percentage
of
the beneficial interest in the Notes and has delivered such instructions to
the
Securities Administrator.
(b) The
Class
N Notes offered and sold in reliance on the exemption from registration under
Rule 144A shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form without interest coupons with the
applicable legends set forth in Exhibit A added to the forms of such Class
N
Notes (each, a “Restricted Global Security”), which shall be deposited on behalf
of the subscribers for such Class N Notes represented thereby with the
Securities Administrator as custodian for the Depository and registered in
the
name of a nominee of the Depository, duly executed by the Issuer and
authenticated by the Securities Administrator as hereinafter provided. The
aggregate Note Balance of the Restricted Global Securities may from time to
time
be increased or decreased by adjustments made on the records of the Securities
Administrator or
the
Depository or its nominee, as the case may be, as hereinafter
provided.
(c) The
Class
N Notes sold in offshore transactions in reliance on Regulation S shall be
issued initially in the form of one or more permanent global Notes in
definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit A hereto added to the forms of such Class N Notes
(each, a “Regulation S Global Security”), which shall be deposited on behalf of
the subscribers for such Class N Notes represented thereby with the Securities
Administrator as custodian for the Depository, duly executed by the Issuer
and
authenticated by the Securities Administrator as hereinafter provided. The
aggregate Note Balance of the Regulation S Global Securities may from time
to
time be increased or decreased by adjustments made on the records of the
Securities Administrator or the Depository or its nominee, as the case may
be,
as hereinafter provided.
Section
4.07. Notices
to Depository.
Whenever a notice or other communication to the Note Holders is required under
this Indenture, unless and until Definitive Notes shall have been issued to
Beneficial Owners pursuant to Section 4.08, the Securities Administrator shall
give all such notices and communications specified herein to be given to Holders
of the Notes to the Depository, and shall have no obligation to the Beneficial
Owners.
Section
4.08. Definitive
Notes.
If (i)
the Securities Administrator determines that the Depository is no longer willing
or able to properly discharge its responsibilities with respect to the Notes
and
the Securities Administrator is unable to locate a qualified successor or (ii)
after the occurrence of an Event of Default, Beneficial Owners of Notes
representing beneficial interests aggregating at least a majority of the Note
Balance of the Notes advise the Depository in writing that the continuation
of a
book-entry system through the Depository is no longer in the best interests
of
the Beneficial Owners, then the Depository shall notify all Beneficial Owners
and the Securities Administrator of the occurrence of any such event and of
the
availability of Definitive Notes to Beneficial Owners requesting the same.
Upon
surrender to the Securities Administrator of the typewritten Notes representing
the Book-Entry Notes by the Depository, accompanied by registration
instructions, the Issuer shall execute and the Securities Administrator shall
authenticate the Definitive Notes in accordance with the instructions of the
Depository. None of the Issuer, the Note Registrar, the Indenture Trustee or
the
Securities Administrator shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on,
such instructions. Upon the issuance of Definitive Notes, the Securities
Administrator shall recognize the Holders of the Definitive Notes as
Noteholders.
Section
4.09. Tax
Treatment.
The
Issuer has entered into this Indenture, and the Notes will be issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness. The Issuer,
the
Indenture Trustee and the Securities Administrator (in accordance with Section
6.06 hereof), by entering into this Indenture, and each Noteholder, by its
acceptance of its Note (and each Beneficial Owner by its acceptance of an
interest in the applicable Book-Entry Note), agree to treat the Notes for
federal, state and local income, single business and franchise tax purposes
as
indebtedness.
Section
4.10. Satisfaction
and Discharge of Indenture.
This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution
of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
3.04, 3.06, 3.09, 3.17, 3.19 and 3.20, (v) the rights, obligations and
immunities of the Indenture Trustee and the Securities Administrator hereunder
(including the rights of the Indenture Trustee and the Securities Administrator
under Section 6.07 and the obligations of the Indenture Trustee and the
Securities Administrator under Section 4.11) and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to
the
Notes and shall release and deliver the Collateral to or upon the order of
the
Issuer, when
(A) either
(1) all
Notes
theretofore authenticated and delivered (other than (i) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as provided in
Section 4.03 hereof and (ii) Notes for whose payment money has theretofore
been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section
3.03)
have been delivered to the Securities Administrator for cancellation;
or
(2) all
Notes
not theretofore delivered to the Securities Administrator for cancellation
(a)
have become due and payable, (b) will become due and payable at the Final Stated
Maturity Date within one year, or (c) have been called for early redemption
pursuant to Section 8.07 hereof, and the Issuer, in the case of (a) or (b)
above, has irrevocably deposited or caused to be irrevocably deposited with
the
Securities Administrator cash or direct obligations of or obligations guaranteed
by the United States of America (which will mature prior to the date such
amounts are payable), in trust for such purpose, in an amount sufficient to
pay
and discharge the entire indebtedness on such Notes then outstanding not
theretofore delivered to the Securities Administrator for cancellation when
due
on the Final Stated Maturity Date or other final Payment Date, or, in the case
of (c) above, the Issuer shall have complied with all requirements of Section
8.07 hereof,
(B) the
Issuer has paid or caused to be paid all other sums payable hereunder;
and
(C) the
Issuer has delivered to the Indenture Trustee and the Securities Administrator
an Officer’s Certificate and an Opinion of Counsel, each meeting the applicable
requirements of Section 10.01 hereof, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with and, if the Opinion of Counsel relates to a deposit
made
in connection with Section 4.10(A)(2)(b) above, such opinion shall further
be to
the effect that such deposit will constitute an “in-substance defeasance” within
the meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance
therewith, the Issuer will be the owner of the assets deposited in trust for
federal income tax purposes.
Section
4.11. Application
of Trust Money.
All
monies deposited with the Securities Administrator pursuant to Section 4.10
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly
or
through any Paying Agent or the Issuer, Certificate Paying Agent as designee
of
the Issuer, as the Securities Administrator may determine, to the Holders of
Notes or Certificates, of all sums due and to become due thereon for principal
and interest or otherwise; but such monies need not be segregated from other
funds except to the extent required herein or required by law.
Section
4.12. Derivative
Contracts for Benefit of the Certificates.
At any
time on or after the Closing Date, the Issuer shall have the right to convey
to
the Trust, solely for the benefit of the Holder of the Certificates, a
derivative contract or comparable instrument. Any such instrument shall
constitute a fully prepaid agreement. All collections, proceeds and other
amounts in respect of such an instrument shall be distributed to the
Certificates on the Payment Date following receipt thereof by the Securities
Administrator.
Section
4.13. Repayment
of Monies Held by Paying Agent.
In
connection with the satisfaction and discharge of this Indenture with respect
to
the Notes, all monies then held by any Person other than the Securities
Administrator under the provisions of this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Securities Administrator to
be
held and applied according to Section 3.05 and thereupon such Person shall
be
released from all further liability with respect to such monies.
Section
4.14. Temporary
Notes.
Pending
the preparation of any Definitive Notes, the Issuer may execute and upon its
written direction, the Securities Administrator may authenticate and make
available for delivery, temporary Notes that are printed, lithographed,
typewritten, photocopied or otherwise produced, in any denomination,
substantially of the tenor of the Definitive Notes in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Notes may determine, as evidenced
by
their execution of such Notes.
If
temporary Notes are issued, the Issuer will cause Definitive Notes to be
prepared without unreasonable delay. After the preparation of the Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office of the Securities Administrator
located at the office designated for such purposes, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the
Issuer shall execute and the Securities Administrator shall authenticate and
make available for delivery, in exchange therefor, Definitive Notes of
authorized denominations and of like tenor, class and aggregate principal
amount. Until so exchanged, such temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as Definitive
Notes.
Section
4.15. Representation
Regarding ERISA.
By
acquiring an Offered Note or interest therein, each Holder of such Note or
Beneficial Owner of any such interest will be deemed to represent that either
(1) it is not acquiring the Note with Plan Assets or (2) (A) the acquisition,
holding and transfer of such Note will not give rise to a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code and (B)
the
Notes are rated investment grade or better and such person believes that the
Notes are properly treated as indebtedness without substantial equity features
for purposes of the Department of Labor (“DOL”) regulation 29 C.F.R. §
2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of
the
rating of the Notes, such person may provide the Indenture Trustee, the
Securities Administrator and the Owner Trustee with an Opinion of Counsel,
which
Opinion of Counsel will not be at the expense of the Issuer, the Depositor,
the
Seller, any Underwriter, the Owner Trustee, the Indenture Trustee, the
Securities Administrator, the Servicer, the Master Servicer or any successor
servicer which opines that the acquisition, holding and transfer of such Note
or
interest therein is permissible under applicable law, will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of
the
Code and will not subject the Issuer, the Seller, the Depositor, the Owner
Trustee, the Indenture Trustee, the Securities Administrator, the Servicer,
the
Master Servicer or any successor servicer to any obligation in addition to
those
undertaken in the Indenture.
Section 4.16. |
Transfer
Restrictions for Class N Notes.
|
(a) No
transfer, sale, pledge or other disposition of any Class N Note or interest
therein shall be made unless that transfer, sale, pledge or other disposition
is
exempt from the registration and/or qualification requirements of the 1933
Act
and any applicable state securities laws, or is otherwise made in accordance
with the 1933 Act and such state securities laws. If a transfer of any Class
N
Note is to be made without registration under the 1933 Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Depositor or one of its Affiliates), then the Note Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) a certificate from the Noteholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1 hereto and a certificate
from
such Noteholder’s prospective transferee substantially in the form attached as
Exhibit F-2 hereto (which in the case of the Book-Entry Notes, the Noteholder
and the Noteholder’s prospective transferee will be deemed to have represented
such certification). None of the Issuer, the Depositor, the Indenture Trustee,
the Securities Administrator or the Note Registrar is obligated to register
or
qualify any Class N Notes under the Securities Act or any other securities
law
or to take any action not otherwise required under this Indenture to permit
the
transfer of any Class N Note or interest therein without registration or
qualification. Any Noteholder desiring to effect a transfer of Class N Notes
or
interests therein shall, and does hereby agree to, indemnify the Issuer, the
Depositor, the Owner Trustee, the Indenture Trustee, the Securities
Administrator and the Note Registrar 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.
(b) No
Class
N Note may be sold or transferred to a Person unless such Person certifies
substantially in the form of Exhibit F-2 hereto (which in the case of the
Book-Entry Notes, such Person will be deemed to have represented such
certification), which certification the Securities Administrator may rely upon
without further inquiry or investigation, to the following effect:
(i) Such
Person is neither: (1) an employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a “Plan”), nor (2)
any Person who is directly or indirectly purchasing such Note or interest
therein on behalf of, as named fiduciary of, as trustee of, or with “plan
assets” (as defined under the DOL Regulation at 29 C.F.R. Section 2510.3-101) of
a Plan; or
(ii) The
acquisition, holding and transfer of the Transferred Note will not give rise
to
a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of
the Code and (2) the Transferred Note is rated investment grade or better and
the Transferee believes that the Transferred Note is properly treated as
indebtedness without substantial equity features for purposes of the DOL
Regulations, and agrees to so treat the Transferred Note; or
(iii) Such
Person has provided the Indenture Trustee, the Securities Administrator and
the
Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will not
be
at the expense of the Issuer, the Depositor, the Seller, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Securities Administrator, the
Servicer, the Master Servicer or any successor servicer which opines that the
purchase, holding and transfer of such Class N Note or interest therein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Securities Administrator, the Servicer,
the
Master Servicer or any successor servicer to any obligation in addition to
those
undertaken in the Indenture.
Notwithstanding
the foregoing, a certification will not be required in connection with the
initial transfer of any such Note by the Depositor to an Affiliate of the
Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed
to have represented that such Affiliate is not a Plan or any Person investing
“plan assets” of any Plan) and the Note Registrar shall be entitled to
conclusively rely upon a representation (which, upon the request of the Note
Registrar, shall be a written representation) from the Depositor of the status
of such transferee as an Affiliate of the Depositor.
(c) No
Note
sold in an offshore transaction in reliance on Regulation S, may be sold or
transferred to a Person unless such Person certifies substantially in the form
of Exhibit F-2, G-1 or G-2 hereto (which in the case of the Book-Entry Notes,
such Person will be deemed to have represented such certification), which
certification the Securities Administrator may rely upon without further inquiry
or investigation, to the following effect:
(i) Such
Person is not a U.S. person within the meaning of Regulation S and was, at
the
time the buy order was originated, outside the United States;
(ii) Such
Person understands that such Class N Notes have not been registered under the
Securities Act, and that (x) until the expiration of the 40-day distribution
compliance period (within the meaning of Regulation S), no offer, sale, pledge
or other transfer of such Notes or any interest therein shall be made in the
United States or to or for the account or benefit of a U.S. person (each as
defined in Regulation S), (y) if in the future it decides to offer, resell,
pledge or otherwise transfer such Class N Notes, such Class N Notes may be
offered, resold, pledged or otherwise transferred only (A) to a person which
the
seller reasonably believes is a qualified institutional buyer that is purchasing
such Class N Notes for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made
in
reliance on Rule 144A or (B) in an offshore transaction (as defined in
Regulation S) in compliance with the provisions of Regulation S, in each case
in
compliance with the requirements of this Indenture; and it will notify such
transferee of the transfer restrictions specified in this Section 4.16;
and
(iii) Either
(A) such Person is neither (i) an employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Xxxxx
plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including, without limitation, insurance
company general accounts, that is subject to ERISA or the Code (each, a “Plan”),
nor (ii) any Person who is directly or indirectly purchasing such Note or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
“plan assets” (as defined under the DOL Regulation at 29 C.F.R. Section
2510.3-101) of a Plan; (B) (1) the acquisition, holding and transfer of such
Class N Note will not give rise to a nonexempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code and (2) such Class N Note
is
rated investment grade or better and such person believes that such Class N
Note
is properly treated as indebtedness without substantial equity features for
purposes of the DOL Regulations, and agrees to so treat such Class N Note or
(C)
such person has provided the Indenture Trustee, the Securities Administrator
and
the Owner Trustee with an Opinion of Counsel, which Opinion of Counsel will
not
be at the expense of the Issuer, the Depositor, the Seller, any Underwriter,
the
Owner Trustee, the Indenture Trustee, the Securities Administrator, the
Servicer, the Master Servicer or any successor servicer which opines that the
acquisition, holding and transfer of such Class N Note or interest therein
is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Depositor, the Seller, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Securities Administrator, the Servicer,
the
Master Servicer or any successor servicer to any obligation in addition to
those
undertaken in the Indenture.
Notwithstanding
the foregoing, a certification will not be required in connection with the
initial transfer of any such Note by the Depositor to an Affiliate of the
Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed
to have represented that such Affiliate is not a Plan or any Person investing
“plan assets” of any Plan) and the Note Registrar shall be entitled to
conclusively rely upon a representation (which, upon the request of the Note
Registrar, shall be a written representation) from the Depositor of the status
of such transferee as an Affiliate of the Depositor.
(d) If
a
Person is acquiring any Class N Note or interest therein as a fiduciary or
agent
for one or more accounts, such Person shall be required to deliver to the Note
Registrar a certification (which in the case of the Book-Entry Notes, the
prospective transferee will be deemed to have represented such certification)
to
the effect that it has (i) sole investment discretion with respect to each
such
account and (ii) full power to make the foregoing acknowledgments,
representations, warranties, certifications and agreements with respect to
each
such account as set forth in subsections (b), (c) and (d) of this Section
4.16.
(e) Notwithstanding
any provision to the contrary herein, so long as a Global Security representing
the Notes remains outstanding and is held by or on behalf of the Depository,
transfers of a Global Security representing the Notes, in whole or in part,
shall only be made in accordance with this Section 4.16.
(i) Subject
to clauses (ii) and (iii) of this Section 4.16(e), transfers of a Global
Security representing the Class N Notes shall be limited to transfers of such
Global Security in whole, but not in part, to nominees of the Depository or
to a
successor of the Depository or such successor’s nominee.
(ii) Restricted
Global Security to Regulation S Global Security.
If a
holder of a beneficial interest in a Restricted Global Security deposited with
or on behalf of the Depository wishes at any time to exchange its interest
in
such Restricted Global Security for an interest in a Regulation S Global
Security, or to transfer its interest in such Restricted Global Security to
a
Person who wishes to take delivery thereof in the form of an interest in a
Regulation S Global Security, such holder, provided such holder is not a U.S.
Person, may, subject to the rules and procedures of the Depository, exchange
or
cause the exchange of such interest for an equivalent beneficial interest in
the
Regulation S Global Security. Upon receipt by the Securities Administrator,
as
Note Registrar, of (A) instructions from the Depository directing the Securities
Administrator, as Note Registrar, to cause to be credited a beneficial interest
in a Regulation S Global Security in an amount equal to the beneficial interest
in such Restricted Global Security to be exchanged but not less than the minimum
denomination applicable to such holder’s Notes held through a Regulation S
Global Security, (B) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the
Depository and, in the case of a transfer pursuant to and in accordance with
Regulation S, the Euroclear or Clearstream account to be credited with such
increase and (C) a certificate in the form of Exhibit G-1 hereto given by the
holder of such beneficial interest stating that the exchange or transfer of
such
interest has been made in compliance with the transfer restrictions applicable
to the Global Securities, including that the holder is not a U.S. Person and
pursuant to and in accordance with Regulation S, the Securities Administrator,
as Note Registrar, shall reduce the principal amount of the Restricted Global
Security and increase the principal amount of the Regulation S Global Security
by the aggregate principal amount of the beneficial interest in the Restricted
Global Security to be exchanged, and shall instruct Euroclear or Clearstream,
as
applicable, concurrently with such reduction, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial
interest in the Regulation S Global Security equal to the reduction in the
principal amount of the Restricted Global Security.
(iii) Regulation
S Global Security to Restricted Global Security.
If a
holder of a beneficial interest in a Regulation S Global Security deposited
with
or on behalf of the Depository wishes at any time to transfer its interest
in
such Regulation S Global Security to a Person who wishes to take delivery
thereof in the form of an interest in a Restricted Global Security, such holder
may, subject to the rules and procedures of the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in a
Restricted Global Security. Upon receipt by the Securities Administrator, as
Note Registrar, of (A) instructions from the Depository directing the Securities
Administrator, as Note Registrar, to cause to be credited a beneficial interest
in a Restricted Global Security in an amount equal to the beneficial interest
in
such Regulation S Global Security to be exchanged but not less than the minimum
denomination applicable to such Holder’s Class N Notes held through a Restricted
Global Security, to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such
increase, and (B) a certificate in the form of Exhibit G-2 hereto given by
the
holder of such beneficial interest and stating, among other things, that the
Person transferring such interest in such Regulation S Global Security
reasonably believes that the Person acquiring such interest in a Restricted
Global Security is a qualified institutional buyer within the meaning of Rule
144A, is obtaining such beneficial interest in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities
laws
of any State of the United States or any other jurisdiction, then the Securities
Administrator, as Note Registrar, will reduce the principal amount of the
Regulation S Global Security and increase the principal amount of the Restricted
Global Security by the aggregate principal amount of the beneficial interest
in
the Regulation S Global Security to be transferred and the Securities
Administrator, as Note Registrar, shall instruct the Depository, concurrently
with such reduction, to credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Restricted
Global Security equal to the reduction in the principal amount of the Regulation
S Global Security.
(iv) Other
Exchanges.
In the
event that a Global Security is exchanged for Class N Notes in definitive
registered form without interest coupons, such Class N Notes may be exchanged
for one another only in accordance with such procedures as are substantially
consistent with the provisions above (including certification requirements
intended to insure that such transfers comply with Rule 144A or are to non-U.S.
Persons, or otherwise comply with Regulation S under the Securities Act, as
the
case may be, and as may be from time to time adopted by the Issuer and the
Securities Administrator.
(v) Restrictions
on U.S. Transfers.
Transfers of interests in the Regulation S Global Security to U.S. persons
(as
defined in Regulation S) shall be limited to transfers made pursuant to the
provisions of Section 4.16(e)(3).
ARTICLE
V
DEFAULT
AND REMEDIES
Section
5.01. Events
of Default.
The
Issuer shall deliver to the Indenture Trustee and the Securities Administrator,
written notice in the form of an Officer’s Certificate, within five days after
learning of the occurrence of any event which with the giving of notice and
the
lapse of time would become an Event of Default under clause (iii), (iv) or
(v)
of the definition of “Event of Default,” its status and what action the Issuer
is taking or proposes to take with respect thereto. Neither the Indenture
Trustee nor the Securities Administrator shall be deemed to have knowledge
of
any Event of Default unless a Responsible Officer has actual knowledge thereof
or unless written notice of such Event of Default is received by a Responsible
Officer and such notice references the Notes, the Trust or this
Indenture.
Section
5.02. Acceleration
of Maturity; Rescission and Annulment.
If an
Event of Default should occur and be continuing, then and in every such case
the
Indenture Trustee shall, at the written direction of the Holders of Notes
representing not less than a majority of the aggregate Note Balance of the
Notes, declare the Notes to be immediately due and payable, by a notice in
writing to the Issuer (and to the Indenture Trustee and the Securities
Administrator if such notice is given by the Noteholders), and upon any such
declaration the unpaid aggregate Note Balance, together with accrued and unpaid
interest thereon through the date of acceleration shall become immediately
due
and payable.
At
any
time after such declaration of acceleration of maturity with respect to an
Event
of Default has been made and before a judgment or decree for payment of the
money due has been obtained by the Securities Administrator as hereinafter
in
this Article V provided, Holders of the Notes representing not less than a
majority of the aggregate Note Balance of the Notes, by written notice to the
Issuer, the Indenture Trustee and the Securities Administrator, may waive the
related Event of Default and rescind and annul such declaration and its
consequences if
(i) the
Issuer has paid or deposited with the Securities Administrator a sum sufficient
to pay (a) all payments of principal of and interest on the Notes and all other
amounts that would then be due hereunder or upon the Notes if the Event of
Default giving rise to such acceleration had not occurred; and (b) all sums
paid
or advanced by the Securities Administrator hereunder and the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee
and
the Securities Administrator and its respective agents and counsel;
and
(ii) all
Events of Default, other than the nonpayment of the principal of the Notes
that
has become due solely by such acceleration, have been cured or waived as
provided in Section 5.12.
No
such
rescission shall affect any subsequent default or impair any right consequent
thereto.
Section 5.03. |
Collection
of Indebtedness and Suits for Enforcement by Indenture
Trustee.
|
(a) The
Issuer covenants that if (i) default is made in the payment of any interest
on
any Note when the same becomes due and payable, and such default continues
for a
period of five days, or (ii) default is made in the payment of the principal
of
or any installment of the principal of any Note when the same becomes due and
payable, the Issuer shall, upon demand of the Securities Administrator, at
the
direction of the Holders of a majority of the aggregate Note Balance of the
Notes, pay to the Securities Administrator, for the benefit of the Holders
of
Notes, the whole amount then due and payable on the Notes for principal and
interest, with interest at the applicable Note Rate upon the overdue principal,
and in addition thereto such further amount as shall be sufficient to cover
the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and the Securities
Administrator and its respective agents and counsel.
(b) In
case
the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, subject
to the provisions of Section 10.16 hereof may institute a Proceeding for the
collection of the sums so due and unpaid, and may prosecute such Proceeding
to
judgment or final decree, and may enforce the same against the Issuer or other
obligor upon the Notes and collect in the manner provided by law out of the
property of the Issuer or other obligor the Notes, wherever situated, the monies
adjudged or decreed to be payable.
(c) If
an
Event of Default occurs and is continuing, the Indenture Trustee, subject to
the
provisions of Section 10.16 hereof may, as more particularly provided in Section
5.04 hereof, in its discretion, proceed to protect and enforce its rights and
the rights of the Noteholders, by such appropriate Proceedings, as directed
in
writing by Holders of a majority of the aggregate Note Balance of the Notes,
to
protect and enforce any such rights, whether for the specific enforcement of
any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.
(d) In
case
there shall be pending, relative to the Issuer or any other obligor upon the
Notes or any Person having or claiming an ownership interest in the Trust,
Proceedings under Title 11 of the United States Code or any other applicable
federal or state bankruptcy, insolvency or other similar law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor or Person, or
in
case of any other comparable judicial Proceedings relative to the Issuer or
other obligor upon the Notes, or to the creditors or property of the Issuer
or
such other obligor, the Indenture Trustee, as directed in writing by Holders
of
a majority of the aggregate Note Balance of the Notes, irrespective of whether
the principal of any Notes shall then be due and payable as therein expressed
or
by declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section, shall
be
entitled and empowered, by intervention in such Proceedings or
otherwise:
(i) to
file
and prove a claim or claims for the whole amount of principal and interest
owing
and unpaid in respect of the Notes and to file such other papers or documents
as
may be necessary or advisable in order to have the claims of the Indenture
Trustee (including any claim for reasonable compensation to the Indenture
Trustee, the Securities Administrator and each predecessor Indenture Trustee
and
Securities Administrator, and their respective agents, attorneys and counsel,
and for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and Securities Administrator and each predecessor
Indenture Trustee and Securities Administrator, except as a result of negligence
or bad faith) and of the Noteholders allowed in such Proceedings;
(ii) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
of Notes in any election of a trustee, a standby trustee or Person performing
similar functions in any such Proceedings;
(iii) to
collect and receive any monies or other property payable or deliverable on
any
such claims and to distribute all amounts received with respect to the claims
of
the Noteholders and of the Indenture Trustee on their behalf, and
(iv) to
file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Holders
of
Notes allowed in any judicial proceedings relative to the Issuer, its creditors
and its property; and any trustee, receiver, liquidator, custodian or other
similar official in any such Proceeding is hereby authorized by each of such
Noteholders to make payments to the Securities Administrator and, in the event
that the Indenture Trustee shall consent to the making of payments directly
to
such Noteholders, to pay to the Indenture Trustee and the Securities
Administrator such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee and the Securities Administrator, each
predecessor Indenture Trustee and Securities Administrator and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and the Securities Administrator
and each predecessor Indenture Trustee and Securities
Administrator.
(e) Nothing
herein contained shall be deemed to authorize the Indenture Trustee or the
Securities Administrator to authorize or consent to or vote for or accept or
adopt on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Indenture Trustee or the Securities Administrator
to
vote in respect of the claim of any Noteholder in any such proceeding except,
as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.
(f) All
rights of action and of asserting claims under this Indenture, or under any
of
the Notes, may be enforced by the Indenture Trustee without the possession
of
any of the Notes or the production thereof in any trial or other Proceedings
relative thereto, and any such action or proceedings instituted by the Indenture
Trustee shall be brought in its own name as trustee of an express trust, and
any
recovery of judgment, subject to the payment of the expenses, disbursements
and
compensation of the Indenture Trustee and the Securities Administrator, each
predecessor Indenture Trustee and Securities Administrator and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Notes, subject to Section 5.05 hereof.
(g) In
any
Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture
Trustee shall be a party), the Indenture Trustee shall be held to represent
all
the Holders of the Notes, and it shall not be necessary to make any Noteholder
a
party to any such Proceedings.
Section 5.04. |
Remedies;
Priorities.
|
(a) If
an
Event of Default shall have occurred and be continuing and if an acceleration
has been declared and not rescinded pursuant to Section 5.02 hereof, the
Indenture Trustee subject to the provisions of Section 10.16 hereof may, and
shall, at the written direction of the Holders of a majority of the aggregate
Note Balance of the Notes, do one or more of the following (subject to Section
5.05 hereof):
(i) institute
Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture
with
respect thereto, whether by declaration or otherwise enforce any judgment
obtained, and collect from the Issuer and any other obligor upon such Notes
monies adjudged due;
(ii) institute
Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust;
(iii) exercise
any remedies of a secured party under the UCC and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee
and the Holders of the Notes; and
(iv) sell
the
Collateral or any portion thereof or rights or interest therein, at one or
more
public or private sales called and conducted in any manner permitted by law;
provided,
however,
that
the Indenture Trustee may not sell or otherwise liquidate the Trust following
an
Event of Default, unless (A) the Indenture Trustee obtains the consent of the
Holders of 100% of the aggregate Note Balance of the Notes, (B) the proceeds
of
such sale or liquidation distributable to the Holders of the Notes are
sufficient to discharge in full all amounts then due and unpaid upon such Notes
for principal and interest or (C) the Indenture Trustee determines that the
Mortgage Loans will not continue to provide sufficient funds for the payment
of
principal of and interest on the applicable Notes as they would have become
due
if the Notes had not been declared due and payable, and the Indenture Trustee
obtains the consent of the Holders of a majority of the aggregate Note Balance
of the Notes. In determining such sufficiency or insufficiency with respect
to
clause (B) and (C), the Indenture Trustee may, but need not, obtain and
conclusively rely upon written advice or an opinion (obtained at the expense
of
the Trust) of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust for such purpose. Notwithstanding the foregoing, so
long as a Servicer Event of Default has not occurred, any sale of the Trust
shall be made subject to the continued servicing of the Mortgage Loans by the
Servicer as provided in the Servicing Agreement.
(b) If
the
Indenture Trustee collects any money or property pursuant to this Article V,
the
Indenture Trustee shall forward such funds to the Securities Administrator
and
the Securities Administrator shall pay out the money or property in the
following order:
(i) to
the
Indenture Trustee and the Securities Administrator for amounts due under Section
6.07 hereof and to the Owner Trustee for amounts due pursuant to Article VII
of
the Trust Agreement;
(ii) to
the
Noteholders in the order of priority set forth in Section 3.05(b);
and
(iii) to
the
payment of the remainder, if any to the Certificate Paying Agent on behalf
of
the Issuer or to any other person legally entitled thereto.
The
Securities Administrator may fix a record date and Payment Date for any payment
to Noteholders pursuant to this Section 5.04. At least 15 days before such
record date, the Securities Administrator shall mail to each Noteholder a notice
that states the record date, the Payment Date and the amount to be
paid.
Section
5.05. Optional
Preservation of the Collateral.
If the
Notes have been declared to be due and payable under Section 5.02 following
an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may elect to take and maintain
possession of the Collateral. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes and other obligations of the Issuer,
the
Indenture Trustee and the Securities Administrator shall take such desire into
account when determining whether or not to take and maintain possession of
the
Trust. In determining whether and how to take and maintain possession of the
Trust, the Indenture Trustee may, but need not, obtain and rely upon the written
advice or an opinion (obtained at the expense of the Trust) of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
for
such purpose.
Section
5.06. Limitation
of Suits.
No
Holder of any Note shall have any right to institute any Proceeding, judicial
or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless and subject to the
provisions of Section 10.16 hereof
(i) such
Holder has previously given written notice to the Indenture Trustee of a
continuing Event of Default;
(ii) the
Holders of not less than 25% of the aggregate Note Balance of the Notes have
made a written request to the Indenture Trustee to institute such Proceeding
in
respect of such Event of Default in its own name as Indenture Trustee
hereunder;
(iii) such
Holder or Holders have offered to the Indenture Trustee indemnity reasonably
satisfactory to it against the costs, expenses and liabilities to be incurred
in
complying with such request;
(iv) the
Indenture Trustee for 60 days after its receipt of such notice of request and
offer of indemnity has failed to institute such Proceedings; and
(v) no
direction inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Holders of a majority of the Note
Balances of the Notes.
It
is
understood and intended that no one or more Holders of Notes shall have any
right in any manner whatever by virtue of, or by availing of, any provision
of
this Indenture to affect, disturb or prejudice the rights of any other Holders
of Notes or to obtain or to seek to obtain priority or preference over any
other
Holders or to enforce any right under this Indenture, except in the manner
herein provided.
Section 5.07. |
Unconditional
Rights of Noteholders To Receive Principal and Interest.
|
Notwithstanding
any other provisions in this Indenture, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest, if any, on such Note on or after the respective due dates
thereof expressed in such Note or in this Indenture and to institute suit for
the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.
Section
5.08. Restoration
of Rights and Remedies.
If the
Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
any
right or remedy under this Indenture and such Proceeding has been discontinued
or abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had
been
instituted.
Section
5.09. Rights
and Remedies Cumulative.
No
right or remedy herein conferred upon or reserved to the Indenture Trustee,
the
Securities Administrator or to the Noteholders is intended to be exclusive
of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.
Section
5.10. Delay
or Omission Not a Waiver.
No
delay or omission of the Indenture Trustee or any Holder of any Note to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by
law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or
by
the Noteholders, as the case may be.
Section
5.11. Control
By Noteholders. The
Holders of a majority of the aggregate Note Balance of Notes shall have the
right to direct the time, method and place of conducting any Proceeding for
any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided
that:
(i) such
direction shall not be in conflict with any rule of law or with this
Indenture;
(ii) any
direction to the Indenture Trustee to sell or liquidate the Collateral shall
be
by Holders of Notes representing not less than 100% of the Note Balances of
the
Notes;
(iii) the
Indenture Trustee has been provided with indemnity satisfactory to it;
and
(iv) the
Indenture Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction of the Holders of Notes
representing a majority of the Note Balances of the Notes.
Notwithstanding
the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee
need not take any action that it determines might involve it in
liability.
Section
5.12. Waiver
of Past Defaults. Prior
to the declaration of the acceleration of the maturity of the Notes as provided
in Section 5.02 hereof, the Holders of Notes representing not less than a
majority of the aggregate Note Balance of the Notes may waive any past Event
of
Default and its consequences except an Event of Default (a) with respect to
payment of principal of or interest on any of the Notes or (b) in respect of
a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Indenture Trustee, the Securities Administrator and the Holders of the
Notes
shall be restored to their former positions and rights hereunder, respectively,
but no such waiver shall extend to any subsequent or other Event of Default
or
impair any right consequent thereto.
Upon
any
such waiver, any Event of Default arising therefrom shall be deemed to have
been
cured and not to have occurred, for every purpose of this Indenture; but no
such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereto.
Section
5.13. Undertaking
for Costs.
All
parties to this Indenture agree, and each Holder of any Note and each Beneficial
Owner of any interest therein by such Holder’s or Beneficial Owner’s acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee or the Securities
Administrator for any action taken, suffered or omitted by it as Indenture
Trustee or Securities Administrator, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in
its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted
by
the Indenture Trustee or the Securities Administrator, (b) any suit instituted
by any Noteholder, or group of Noteholders, in each case holding in the
aggregate more than 10% of the Note Balances of the Notes or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal
of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture.
Section
5.14. Waiver
of Stay or Extension Laws.
The
Issuer covenants (to the extent that it may lawfully do so) that it will not
at
any time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or
at
any time hereafter in force, that may affect the covenants or the performance
of
this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it
shall not hinder, delay or impede the execution of any power herein granted
to
the Indenture Trustee or the Securities Administrator, but will suffer and
permit the execution of every such power as though no such law had been
enacted.
Section 5.15. |
Sale
of Trust.
|
(a) The
power
to effect any sale or other disposition (a “Sale”) of any portion of the Trust
pursuant to Section 5.04 hereof is expressly subject to the provisions of
Section 5.05 hereof and this Section 5.15. The power to effect any such Sale
shall not be exhausted by any one or more Sales as to any portion of the Trust
remaining unsold, but shall continue unimpaired until the entire Trust shall
have been sold or all amounts payable on the Notes and under this Indenture
shall have been paid. The Indenture Trustee may from time to time postpone
any
public Sale by public announcement made at the time and place of such Sale.
The
Indenture Trustee hereby expressly waives its right to any amount fixed by
law
as compensation for any Sale.
(b) The
Indenture Trustee shall not in any private Sale sell the Trust, or any portion
thereof, unless
(i) the
Holders of all Notes consent to or direct the Indenture Trustee to make, such
Sale, or
(ii) the
proceeds of such Sale would be not less than the entire amount which would
be
payable to the Noteholders under the Notes, in full payment thereof in
accordance with Section 5.02 hereof, on the Payment Date next succeeding the
date of such Sale, or
(iii) the
Indenture Trustee determines that the conditions for retention of the Collateral
set forth in Section 5.05 hereof cannot be satisfied (in making any
determination under this Section 5.15, the Indenture Trustee may conclusively
rely upon written advice or an opinion of an Independent investment banking
firm
obtained and delivered as provided in Section 5.05 hereof), the Holders of
Notes
representing at least 100% of the Note Balances of the Notes consent to such
Sale.
The
purchase by the Indenture Trustee of all or any portion of the Trust at a
private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).
(c) [Reserved].
(d) In
connection with a Sale of all or any portion of the Trust,
(i) any
Holder or Holders of Notes may bid for and purchase the property offered for
sale, and upon compliance with the terms of sale may hold, retain and possess
and dispose of such property, without further accountability, and may, in paying
the purchase money therefor, deliver any Notes or claims for interest thereon
in
lieu of cash up to the amount which shall, upon distribution of the net proceeds
of such sale, be payable thereon, and such Notes, in case the amounts so payable
thereon shall be less than the amount due thereon, shall be returned to the
Holders thereof after being appropriately stamped to show such partial
payment;
(ii) the
Indenture Trustee, may bid for and acquire the property offered for Sale in
connection with any Sale thereof, and, subject to any requirements of, and
to
the extent permitted by, applicable law in connection therewith, may purchase
all or any portion of the Trust in a private sale, and, in lieu of paying cash
therefor, may make settlement for the purchase price by crediting the gross
Sale
price against the sum of (A) the amount which would be payable to the Holders
of
the Notes and Holders of Certificates on the Payment Date next succeeding the
date of such Sale and (B) the expenses of the Sale and of any Proceedings in
connection therewith which are reimbursable to it, without being required to
produce the Notes in order to complete any such Sale or in order for the net
Sale price to be credited against such Notes, and any property so acquired
by
the Indenture Trustee shall be held and dealt with by it in accordance with
the
provisions of this Indenture;
(iii) the
Indenture Trustee shall execute and deliver an appropriate instrument of
conveyance, prepared by the Issuer and satisfactory to the Indenture Trustee,
transferring its interest in any portion of the Trust in connection with a
Sale
thereof;
(iv) the
Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact
of the Issuer to transfer and convey its interest in any portion of the Trust
in
connection with a Sale thereof, and to take all action necessary to effect
such
Sale; and
(v) no
purchaser or transferee at such a Sale shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.
Section
5.16. Action
on Notes.
The
Indenture Trustee’s right to seek and recover judgment on the Notes or under
this Indenture shall not be affected by the seeking, obtaining or application
of
any other relief under or with respect to this Indenture. Neither the lien
of
this Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuer or by the levy of any execution under such judgment
upon any portion of the Trust or upon any of the assets of the Issuer. Any
money
or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(b) hereof.
Section 5.17. |
Performance
and Enforcement of Certain Obligations.
|
(a) Promptly
following a request from the Indenture Trustee to do so, the Issuer in its
capacity as holder of the Mortgage Loans, shall take all such lawful action
as
the Indenture Trustee may request to cause the Issuer to compel or secure the
performance and observance by the Seller, the Servicer and the Master Servicer,
as applicable, of each of their obligations to the Issuer under or in connection
with the Mortgage Loan Sale and Contribution Agreement and the Servicing
Agreement, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Mortgage Loan
Sale and Contribution Agreement and the Servicing Agreement to the extent and
in
the manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans,
including the transmission of notices of default on the part of the Seller,
the
Servicer or the Master Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller, the Servicer or the Master Servicer of each of their obligations under
the Mortgage Loan Sale and Contribution Agreement and the Servicing
Agreement.
(b) The
Indenture Trustee, as pledgee of the Mortgage Loans, may, and at the direction
(which direction shall be in writing or by telephone (confirmed in writing
promptly thereafter)) of the Holders of 66-2/3% of the Note Balances of the
Notes, shall exercise all rights, remedies, powers, privileges and claims of
the
Issuer against the Originator, the Seller, the Servicer or the Master Servicer
under or in connection with the Mortgage Loan Sale and Contribution Agreement
and the Servicing Agreement, including the right or power to take any action
to
compel or secure performance or observance by the Originator, the Seller, the
Servicer or the Master Servicer, as the case may be, of each of their
obligations to the Issuer thereunder and to give any consent, request, notice,
direction, approval, extension or waiver under the Mortgage Loan Sale and
Contribution Agreement and the Servicing Agreement, as the case may be, and
any
right of the Issuer to take such action shall not be suspended.
ARTICLE
VI
THE
INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 6.01. |
Duties
of Indenture Trustee and the Securities Administrator.
|
(a) If
an
Event of Default has occurred and is continuing, each of the Indenture Trustee
and the Securities Administrator shall exercise the rights and powers vested
in
it by this Indenture 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.
(b) Except
during the continuance of an Event of Default:
(i) each
of
the Indenture Trustee and the Securities Administrator undertakes to perform
such duties and only such duties as are specifically set forth in this Indenture
and no implied covenants or obligations shall be read into this Indenture
against the Indenture Trustee or the Securities Administrator; and
(ii) in
the
absence of bad faith on its part, each of the Indenture Trustee and the
Securities Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee or the Securities
Administrator and conforming to the requirements of this Indenture; however,
each of the Indenture Trustee and the Securities Administrator shall examine
the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.
(c) Neither
the Indenture Trustee nor the Securities Administrator may be relieved from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct, except that:
(i) this
paragraph does not limit the effect of paragraph (b) of this Section
6.01;
(ii) neither
the Indenture Trustee nor the Securities Administrator shall be liable for
any
error of judgment made in good faith by a Responsible Officer unless it is
proved that the Indenture Trustee or the Securities Administrator was negligent
in ascertaining the pertinent facts; and
(iii) neither
the Indenture Trustee nor the Securities Administrator shall be liable with
respect to any action it takes or omits to take in good faith in accordance
with
a direction received by it from Noteholders or from the Issuer, which they
are
entitled to give under the Basic Documents.
(d) Neither
the Indenture Trustee nor the Securities Administrator shall be liable for
interest on any money received by it.
(e) Money
held in trust by the Indenture Trustee or the Securities Administrator need
not
be segregated from other trust funds except to the extent required by law or
the
terms of this Indenture or the Trust Agreement.
(f) No
provision of this Indenture shall require the Indenture Trustee or the
Securities Administrator to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in
the
exercise of any of its rights or powers, if it shall have reasonable grounds
to
believe that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it.
(g) Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee and the Securities
Administrator shall be subject to the provisions of this Section and to the
provisions of the TIA.
(h) The
Indenture Trustee shall act in accordance with Section 6.03 of the Servicing
Agreement and shall act as successor to the Master Servicer or appoint a
successor Master Servicer in accordance with Section 6.04 of the Servicing
Agreement.
(i) In
order
to comply with its duties under U.S.A. Patriot Act, each of the Indenture
Trustee and the Securities Administrator shall obtain and verify certain
information and documentation from the other parties hereto, including, but
not
limited to, such party’s name, address, and other identifying
information.
(j) The
Securities Administrator agrees to notify the Master Servicer in writing no
later than 5:00 p.m. New York time on each Deposit Date of the aggregate dollar
amount of the funds received by the Securities Administrator from the Servicer
on such Deposit Date and any other information reasonably requested by the
Master Servicer, so as to enable the Master Servicer to make the reconciliations
and verifications required to be made by it pursuant to Section 4.01 of the
Servicing Agreement.
Section 6.02. |
Rights
of Indenture Trustee and Securities Administrator.
|
(a) Each
of
the Indenture Trustee and the Securities Administrator may conclusively rely
on,
and shall be fully protected from acting or refraining from acting upon, any
document believed by it to be genuine and to have been signed or presented
by
the proper person. Neither the Indenture Trustee nor the Securities
Administrator need investigate any fact or matter stated in the
document.
(b) Before
the Indenture Trustee or the Securities Administrator acts or refrains from
acting, it may require an Officer’s Certificate or an Opinion of Counsel.
Neither the Indenture Trustee nor the Securities Administrator shall be liable
for any action it takes or omits to take in good faith in reliance on an
Officer’s Certificate or Opinion of Counsel.
(c) Neither
the Indenture Trustee nor the Securities Administrator shall be liable for
any
action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided,
however,
that
the Indenture Trustee’s or the Securities Administrator’s conduct does not
constitute willful misconduct, negligence or bad faith.
(d) Each
of
the Indenture Trustee and the Securities Administrator may consult with counsel,
and the advice or Opinion of Counsel with respect to legal matters relating
to
the Basic Documents and the Notes shall be full and complete authorization
and
protection from liability in respect to any action taken, omitted or suffered
by
it hereunder or in connection herewith in good faith and in accordance with
the
advice or opinion of such counsel.
(e) Each
of
the Indenture Trustee and the Securities Administrator may execute any of the
trusts or powers hereunder or perform any duties hereunder, either directly
or
by or through agents, attorneys, custodians or nominees appointed with due
care,
and shall not be responsible for any willful misconduct or negligence on the
part of any agent, attorney, custodian or nominee so appointed.
(f) Any
permissive right of the Indenture Trustee enumerated in this Indenture shall
not
be construed as a duty.
Section
6.03. Individual
Rights of Indenture Trustee and Securities Administrator.
The
Indenture Trustee or the Securities Administrator in its individual or any
other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Issuer or its Affiliates with the same rights it would have if it were
not
Indenture Trustee or the Securities Administrator, as applicable, subject to
the
requirements of the Trust Indenture Act. Any Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, each of the Indenture
Trustee and the Securities Administrator must comply with Sections 6.11 and
6.12
hereof.
Section
6.04. Indenture
Trustee’s and Securities Administrator’s Disclaimer.
Neither
the Indenture Trustee nor the Securities Administrator shall be responsible
for
and makes no representation as to the validity or adequacy of this Indenture
or
the Notes, it shall not be accountable for the Issuer’s use of the proceeds from
the Notes, and it shall not be responsible for any statement of the Issuer
in
the Indenture or in any document issued in connection with the sale of the
Notes
or in the Notes other than the Securities Administrator’s certificate of
authentication.
Section
6.05. Notice
of Event of Default.
Subject
to Section 5.01, the Indenture Trustee or the Securities Administrator shall
promptly mail to each Noteholder notice of the Event of Default after it is
actually known to a Responsible Officer
of
the Indenture Trustee or the Securities Administrator, unless such Event of
Default shall have been waived or cured. Except in the case of an Event of
Default in payment of principal of or interest on any Note, the Indenture
Trustee or the Securities Administrator may withhold the notice if and so long
as it in good faith determines that withholding the notice is in the interests
of Noteholders.
Section 6.06. |
Reports
by Securities Administrator to Holders and Tax
Administration.
|
The
Securities Administrator shall deliver to each Noteholder such information
as
may be required to enable such holder to prepare its federal and state income
tax returns. Pursuant to the Mortgage Loan Sale and Contribution Agreement,
the
Administrator will prepare and file (or cause to be prepared and filed), on
behalf of the Owner Trustee or the Issuer, all tax returns (if any) and
information reports, tax elections and such annual or other reports of the
Issuer as are necessary for preparation of tax returns and information reports
as required by the Code. In addition, the Securities Administrator shall prepare
a Form 1099 with respect to each calendar year.
Section
6.07. Compensation
and Indemnity. Each
of the Indenture Trustee and the Securities Administrator shall be paid by
the
Master Servicer from a portion of the Master Servicing Fee.
The
Issuer shall reimburse the Indenture Trustee, the Securities Administrator
and
the Owner Trustee for all reasonable out-of-pocket expenses incurred or made
by
it, including costs of collection, in addition to compensation for its services.
Such expenses shall include reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee’s the Securities Administrator’s or the
Owner Trustee’s agents, counsel, accountants and experts. The Issuer shall
indemnify each of the Indenture Trustee, the Securities Administrator and the
Master Servicer and hold each of them harmless against any and all claim, tax,
penalty, loss, liability or expense (including attorneys’ fees and expenses) of
any kind whatsoever incurred by it in connection with the administration of
this
Trust and the performance of its duties under any of the Basic Documents. The
Indenture Trustee, the Securities Administrator or the Master Servicer, as
applicable, shall notify the Issuer promptly of any claim for which it may
seek
indemnity. Failure by the Indenture Trustee, the Securities Administrator or
the
Master Servicer to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder, unless the Issuer is materially prejudiced thereby.
The
Issuer shall defend any such claim, and the Indenture Trustee, the Securities
Administrator or the Master Servicer, as applicable (each an “Indemnified
Party”) shall have the right to employ separate counsel with respect to any such
claim and to participate in the defense thereof, but the fees and expenses
of
such counsel shall be at the expense of such Indemnified Party unless: (i)
the
employment thereof has been specifically authorized by the Issuer in writing;
(ii) such Indemnified Party shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from
or
additional to those available to the Issuer and in the reasonable judgment
of
such counsel it is advisable for such Indemnified Party to employ separate
counsel or (iii) the Issuer has failed to assume the defense of such claim
within a reasonable period of time following written notice thereof, it being
understood, however, with respect to any event described in clause (ii) or
clause (iii) hereof, that the Issuer shall not, in connection with any one
such
claim or separate but substantially similar or related claims in the same
jurisdiction arising out of the same general allegations or circumstances,
be
liable for the reasonable fees and expenses of more than one separate firm
of
attorneys (in addition to local counsel) at any time for all such Indemnified
Parties, which firm shall be designated in writing by the Indemnified Parties.
The Issuer is not obligated to reimburse any expense or indemnify against any
loss, liability or expense incurred by the Indenture Trustee, the Securities
Administrator or the Master Servicer through the Indenture Trustee’s, the
Securities Administrator’s or the Master Servicer’s own willful misconduct,
negligence or bad faith.
The
Issuer shall indemnify each of the Originator and the Seller to the extent
set
forth in Section 5.2 of the Mortgage Loan Sale and Contribution
Agreement.
The
Issuer’s payment and indemnification obligations to the Indenture Trustee, the
Securities Administrator, the Master Servicer and the Owner Trustee pursuant
to
this Section 6.07 shall survive the discharge of this Indenture and the
termination or resignation of the Indenture Trustee, the Securities
Administrator or the Master Servicer. When the Indenture Trustee, the Securities
Administrator, the Master Servicer or the Owner Trustee incurs expenses after
the occurrence of an Event of Default with respect to the Issuer, the expenses
are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.
Section
6.08. Replacement
of Indenture Trustee or Securities Administrator.
No
resignation or removal of the Indenture Trustee or the Securities Administrator
and no appointment of a successor Indenture Trustee or Securities Administrator
shall become effective until the acceptance of appointment by the successor
Indenture Trustee or Securities Administrator pursuant to this Section 6.08.
The
Indenture Trustee or the Securities Administrator may resign at any time by
so
notifying the Issuer. Holders of a majority of Note Balances of the Notes may
remove the Indenture Trustee or the Securities Administrator by so notifying
the
Indenture Trustee or the Securities Administrator, as applicable, and may
appoint a successor Indenture Trustee or Securities Administrator. The Issuer
shall remove the Indenture Trustee or the Securities Administrator
if:
(i) the
Indenture Trustee or the Securities Administrator fails to comply with Section
6.11 hereof;
(ii) the
Indenture Trustee or the Securities Administrator is adjudged a bankrupt or
insolvent;
(iii) a
receiver or other public officer takes charge of the Indenture Trustee or the
Securities Administrator or its respective property; or
(iv) the
Indenture Trustee or the Securities Administrator otherwise becomes incapable
of
acting.
If
the
Indenture Trustee or the Securities Administrator resigns or is removed or
if a
vacancy exists in the office of the Indenture Trustee or the Securities
Administrator for any reason (the Indenture Trustee in such event being referred
to herein as the retiring Indenture Trustee and the Securities Administrator
in
such event being referred to herein as the retiring Securities Administrator),
the Issuer shall, promptly appoint a successor Indenture Trustee or Securities
Administrator, as applicable.
A
successor Indenture Trustee or Securities Administrator shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee or Securities
Administrator, as applicable, and to the Issuer. Thereupon, the resignation
or
removal of the retiring Indenture Trustee or Securities Administrator shall
become effective, and the successor Indenture Trustee or Securities
Administrator shall have all the rights, powers and duties of the Indenture
Trustee or Securities Administrator, as applicable, under this Indenture. The
successor Indenture Trustee or Securities Administrator shall mail a notice
of
its succession to Noteholders. The retiring Indenture Trustee or Securities
Administrator shall promptly transfer all property held by it as Indenture
Trustee or Securities Administrator to the successor Indenture Trustee or
Securities Administrator, as applicable.
If
a
successor Indenture Trustee or Securities Administrator does not take office
within 30 days after the retiring Indenture Trustee or Securities Administrator
resigns or is removed, the retiring Indenture Trustee or Securities
Administrator, as applicable, the Issuer or the Holders of a majority of Note
Balances of the Notes may petition any court of competent jurisdiction for
the
appointment of a successor Indenture Trustee or Securities
Administrator.
Notwithstanding
the replacement of the Indenture Trustee or Securities Administrator pursuant
to
this Section, the Issuer’s obligations under Section 6.07 shall continue
for the benefit of the retiring Indenture Trustee or Securities
Administrator.
Section
6.09. Successor
Indenture Trustee or Securities Administrator by Xxxxxx.
If
either the Indenture Trustee or the Securities Administrator consolidates with,
merges or converts into, or transfers all or substantially all of its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation, without any further act, shall
be the successor Indenture Trustee or Securities Administrator, as applicable;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11 hereof. The Indenture Trustee or
the
Securities Administrator, as applicable, shall provide the Rating Agencies
with
prior written notice of any such transaction.
If
at the
time such successor or successors by merger, conversion or consolidation to
the
Securities Administrator shall succeed to the trusts created by this Indenture
and any of the Notes shall have been authenticated but not delivered, any such
successor to the Securities Administrator may adopt the certificate of
authentication of any predecessor trustee and deliver such Notes so
authenticated; and if at that time any of the Notes shall not have been
authenticated, any successor to the Securities Administrator may authenticate
such Notes either in the name of any predecessor hereunder or in the name of
the
successor to the Securities Administrator; and in all such cases such
certificates shall have the full force which it is in the Notes or in this
Indenture provided that the certificate of the Securities Administrator shall
have.
Section 6.10. |
Appointment
of Co-Indenture Trustee or Separate Indenture Trustee.
|
(a) Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Trust may
at
the time be located, the Indenture Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, separate trustee or separate trustees, of all or
any
part of the Trust, and to vest in such Person or Persons, in such capacity
and
for the benefit of the Noteholders, such title to the Trust, or any part hereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required
to
meet the terms of eligibility as a successor trustee under Section 6.11
hereof.
(b) Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) all
rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the
Indenture 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 Indenture 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 the Indenture 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 Collateral 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 Indenture Trustee;
(ii) no
trustee hereunder shall be personally liable by reason of any act or omission
of
any other trustee hereunder; and
(iii) the
Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.
(c) Any
notice, request or other writing given to the Indenture Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article VI. 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 Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating
to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.
(d) Any
separate trustee or co-trustee may at any time constitute the Indenture 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 Indenture
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
Indenture Trustee, to the extent permitted by law, without the appointment
of a
new or successor trustee.
Section
6.11. Eligibility;
Disqualification. The
Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a).
The Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and it or its parent shall have a long-term debt rating of “Baa3” or better by
Xxxxx’x and “BBB” or better by S&P. The Indenture Trustee shall comply with
TIA § 310(b), including the optional provision permitted by the second sentence
of TIA § 310(b)(9); provided,
however,
that
there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are
met.
Section
6.12. Preferential
Collection of Claims Against Issuer.
The
Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA § 311(a) to the extent
indicated.
Section
6.13. Representations
and Warranties. Each
of the Indenture Trustee and the Securities Administrator hereby represents
that:
(i) It
is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States.
(ii) The
execution and delivery of this Indenture by it, and the performance and
compliance with the terms of this Indenture by it, will not violate its charter
or bylaws.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Indenture has duly authorized the execution, delivery
and
performance of this Indenture, and has duly executed and delivered this
Indenture.
(iv) This
Indenture, assuming due authorization, execution and delivery by the Issuer,
constitutes a valid, legal and binding obligation of it, enforceable against
it
in accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, receivership, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding
in
equity or at law.
(v) Each
of
the Indenture Trustee and the Securities Administrator is a “securities
intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the New
York UCC, that in the ordinary course of its business maintains “securities
accounts” for others, as such term is used in Section 8-501 of the New York UCC.
The local law of jurisdiction of each of the Indenture Trustee and the
Securities Administrator as securities intermediary shall be the State of New
York.
Section 6.14. |
Directions
to Indenture Trustee and Securities Administrator.
The Indenture Trustee and the Securities Administrator are hereby
directed:
|
(i) in
the
case of the Indenture Trustee, to accept the pledge of the Mortgage Loans and
hold the assets of the Trust in trust for the Noteholders;
(ii) in
the
case of the Securities Administrator, to authenticate and deliver the Notes
substantially in the form prescribed by Exhibit A to this Indenture in
accordance with the terms of this Indenture; and
(iii) to
take
all other actions as shall be required to be taken by the terms of this
Indenture.
Section
6.15. The
Agents. The
provisions of this Indenture relating to the limitations of the Indenture
Trustee’s and the Securities Administrator’s liability and to its indemnity,
rights and protections shall inure also to the Paying Agent and Note
Registrar.
ARTICLE
VII
NOTEHOLDERS’
LISTS AND REPORTS
Section 7.01. |
Issuer
To Furnish Securities Administrator Names and Addresses of
Noteholders.
|
The
Issuer will furnish or cause to be furnished to the Securities Administrator
(a)
not more than five days after each Record Date, a list, in such form as the
Securities Administrator may reasonably require, of the names and addresses
of
the Holders of Notes as of such Record Date, and (b) at such other times as
the
Securities Administrator may request in writing, within 30 days after receipt
by
the Issuer of any such request, a list of similar form and content as of a
date
not more than 10 days prior to the time such list is furnished; provided,
however,
that so
long as the Securities Administrator is the Note Registrar, no such list shall
be required to be furnished to the Securities Administrator.
Section 7.02. |
Preservation
of Information; Communications to Noteholders.
|
(a) The
Securities Administrator shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section
7.01
hereof and the names and addresses of Holders of Notes received by the
Securities Administrator in its capacity as Note Registrar. The Securities
Administrator may destroy any list furnished to it as provided in such Section
7.01 upon receipt of a new list so furnished.
(b) Noteholders
or Note Owners may communicate pursuant to TIA § 312(b) with other Noteholders
or Note Owners with respect to their rights under this Indenture or under the
Notes.
(c) The
Issuer, the Indenture Trustee, the Securities Administrator and the Note
Registrar shall have the protection of TIA § 312(c).
Section 7.03. |
Reports
of Issuer.
|
(a) Subject
to Section 3.13 of the Servicing Agreement,
(i) The
Securities Administrator shall file with the Commission on behalf of the Issuer,
with a copy to the Issuer within 15 days before the Issuer is required to file
the same with the Commission, the annual reports and the information, documents
and other reports (or such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Issuer may
be
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act;
(ii) The
Securities Administrator shall file with the Commission, on behalf of the
Issuer, in accordance with rules and regulations prescribed from time to time
by
the Commission such additional information, documents and reports with respect
to compliance by the Issuer with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations;
and
(iii) The
Securities Administrator shall supply (and the Securities Administrator shall
transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of
any information, documents and reports required to be filed by the Issuer
pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and
regulations prescribed from time to time by the Commission.
(b) Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31st
of each
year.
Section
7.04. Reports
by Securities Administrator.
If
required by TIA § 313(a), within 60 days after each January 30th
beginning with March 31, 2007, the Securities Administrator (on behalf of the
Indenture Trustee) shall mail to each Noteholder as required by TIA § 313(c) a
brief report dated as of such date that complies with TIA § 313(a). The
Securities Administrator (on behalf of the Indenture Trustee) also shall comply
with TIA § 313(b).
A
copy of
each report at the time of its mailing to Noteholders shall be filed by the
Securities Administrator with the Commission via XXXXX and each stock exchange,
if any, on which the Notes are listed. The Issuer shall notify the Indenture
Trustee and the Securities Administrator if and when the Notes are listed on
any
stock exchange.
Section 7.05. |
Statements
to Noteholders.
|
(a) Not
later
than each Payment Date the Securities Administrator shall prepare a statement
(the “Remittance Report”) containing the information set forth below with
respect to such Payment Date, which information shall be based solely upon
the
loan level information furnished by the Servicer and the Master Servicer, as
applicable, upon which the Securities Administrator shall conclusively rely
without independent verification thereof:
(i) the
Available Funds and the Note Rate for each Class for the related Payment
Date;
(ii) the
aggregate amount of the payment to each Class of Notes on such Payment
Date;
(iii) the
amount of the payment set forth in paragraph (ii) above in respect of interest,
the amount thereof in respect of any Class Interest Carryover Shortfall, and
the
amount of any Class Interest Carryover Shortfall remaining and the amount
thereof in respect of any Class N Interest Shortfall, and the amount of any
Class N Interest Shortfall remaining;
(iv) the
amount of the payment set forth in paragraph (ii) above in respect of principal
and the amount thereof in respect of the Class Principal Carryover Shortfall,
and any remaining Class Principal Carryover Shortfall;
(v) the
amount of Excess Interest paid as principal;
(vi) the
aggregate amount of the Servicing Fee and the Master Servicing Fee for such
Payment Date;
(vii) the
Pool
Balance and the aggregate Principal Balance of the Mortgage Loans in each Loan
Group as of the close of business on the last day of the preceding Due
Period;
(viii) the
Class
Note Balance of each Class of Notes after giving effect to payments allocated
to
principal;
(ix) the
Overcollateralization Amount and the Required Overcollateralization Amount
as of
the close of business on the Payment Date, after giving effect to payments
of
principal on such Payment Date;
(x) whether
a
Cumulative Loss Event or a Delinquency Event has occurred and is continuing
and
the calculation thereof;
(xi) the
aggregate amount of Principal Prepayments received during the related Prepayment
Period;
(xii) the
amount of all Curtailments that were received during the Due
Period;
(xiii) the
principal portion of all Monthly Payments received during the Due
Period;
(xiv) the
interest portion of all Monthly Payments received on the Mortgage Loans during
the Due Period;
(xv) the
amount of the Monthly Advances and the Compensating Interest payment to be
made
on the Determination Date;
(xvi) the
amount to be distributed to the Certificates for the Payment Date;
(xvii) the
weighted average remaining term to maturity of the Mortgage Loans and the
weighted average Loan Rate as of the first day of the related Due
Period;
(xviii) the
amount of all payments or reimbursements to the Servicer pursuant to Sections
3.03(ii) and (vi) of the Servicing Agreement (as reported by the
Servicer);
(xix) the
number of Mortgage Loans outstanding at the beginning and at the end of the
related Due Period;
(xx) the
amount of Liquidation Loan Losses experienced during the preceding Due Period
and the Cumulative Net Losses as a percentage of the Cut-Off Date Pool
Balance;
(xxi) as
of the
end of the preceding calendar month, the number and Principal Balance of
Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance
of Mortgage Loans which are 60-89 days delinquent; the number and Principal
Balance of Mortgage Loans which are 90 or more days delinquent (including the
number and Principal Balance of Mortgage Loans which are in foreclosure; the
number and Principal Balance of Mortgage Loans in bankruptcy; and the number
and
Principal Balance of Mortgage Loans which are REO Property, each separately
set
forth) (for the avoidance of doubt, delinquencies in this clause (xxi) are
measured in accordance with the OTS method);
(xxii) the
amounts of Applied Realized Loss Amounts for the applicable Due Period and
the
cumulative amount of Applied Realized Loss Amounts to date;
(xxiii) the
number and aggregate Principal Balance of Mortgage Loans, other than Mortgage
Loans in default or imminent default, that were modified by the Servicer during
the related Due Period (as reported by the Servicer)
(xxiv) the
amount of Basis Risk Shortfall Amount paid to each Class of Group I
Notes;
(xxv) any
amounts received from the Cap Provider with respect to the Class N Interest
Rate
Cap Agreement, and the amount of Basis Risk Shortfall Amount remaining for
each
such Class;
(xxvi) whether
a
Stepdown Date or Trigger Event is in effect on such Payment Date;
and
(xxvii) the
applicable Record Dates, Interest Accrual Periods and determination dates for
calculating payments for such Payment Date.
(b) The
Securities Administrator shall make available such report to the Servicer,
the
Master Servicer, the Indenture Trustee, the Seller, the Noteholders, the Rating
Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxx Xxxxxx) and Intex Solutions (at 00 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx
00000, Attention: Xxxxxx Xxxxxxxx) on the Payment Date. The Securities
Administrator may fully rely upon and shall have no liability with respect
to
information provided by the Servicer or the Master Servicer. In the case of
information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above,
the amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the related
Cut-Off Date.
(c) The
Securities Administrator will make the Remittance Report (and, at its option,
any additional files containing the same information in an alternative format)
available each month to Noteholders and the parties to this Indenture via the
Securities Administrator’s internet website. The Securities Administrator’s
internet website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in
using the website can be obtained by calling the Securities Administrator’s
customer service desk at (000) 000-0000. Parties that are unable to use the
above distribution options are entitled to have a paper copy mailed to them
via
first class mail by calling the customer service desk and indicating such.
The
Securities Administrator shall have the right to change the way Remittance
Reports are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Securities Administrator
shall provide timely and adequate notification to all above parties regarding
any such changes. As a condition to access the Securities Administrator’s
internet website, the Securities Administrator may require registration and
the
acceptance of a disclaimer. The Securities Administrator will not be liable
for
the dissemination of information in accordance with this Agreement. The
Securities Administrator shall also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Remittance Report and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).
ARTICLE
VIII
ACCOUNTS,
DISBURSEMENTS AND RELEASES
Section
8.01. Collection
of Money.
Except
as otherwise expressly provided herein, the Indenture Trustee may demand payment
or delivery of, and shall receive and collect, directly and without intervention
or assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee or the Securities
Administrator pursuant to this Indenture. The Securities Administrator shall
apply all such money received by it as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that
is
part of the Trust, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate Proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article
V.
Section 8.02. |
Trust
Accounts.
|
(a) On
or
prior to the Closing Date, the Issuer shall cause the
Securities Administrator
to
establish and maintain, in the name of the Indenture Trustee, for the benefit
of
the Noteholders, the Payment Account as provided in Section 3.01
hereof.
(b) On
each
Payment Date, the Securities Administrator shall pay all remaining amounts
on
deposit in the Payment Account to the Noteholders in respect of the Notes and
to
such other persons in the order of priority set forth in Section 3.05 hereof
(except as otherwise provided in Section 5.04(b) hereof).
Section
8.03. Officer’s
Certificate.
The
Indenture Trustee shall receive at least seven Business Days’ notice when
requested by the Issuer to take any action pursuant to Section 8.05(a) hereof,
accompanied by copies of any instruments to be executed, and the Indenture
Trustee shall also require, as a condition to such action, an Officer’s
Certificate, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking
of
such action have been complied with.
Section
8.04. Termination
Upon Payment to Noteholders.
This
Indenture and the respective obligations and responsibilities of the Issuer,
the
Indenture Trustee and the Securities Administrator created hereby shall
terminate upon the payment to Noteholders, the Certificate Paying Agent on
behalf of the Owner Trustee, the Certificateholders, the Indenture Trustee
and
the Securities Administrator of all amounts required to be paid pursuant to
Article III; provided,
however,
that in
no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the survivor of the descendants of Xxxxxx X. Xxxxxxx,
the late ambassador of the United States to the Court of St. Xxxxx, living
on
the date hereof.
Section 8.05. |
Release
of Collateral.
|
(a) Subject
to the payment of its fees and expenses and the fees and expenses of the
Securities Administrator, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property
from
the lien of this Indenture, or convey the Indenture Trustee’s interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture, including for the purposes of any repurchase
of a
Mortgage Loan pursuant to Section 3.16 of the Servicing Agreement. No party
relying upon an instrument executed by the Indenture Trustee as provided in
Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s
authority, inquire into the satisfaction of any conditions precedent, or see
to
the application of any monies.
(b) The
Indenture Trustee shall, at such time as (i) there are no Notes Outstanding
and
(ii) all sums due to the Indenture Trustee and the Securities Administrator
pursuant to this Indenture have been paid, release any remaining portion of
the
Trust that secured the Notes from the lien of this Indenture.
(c) The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.05 only upon receipt of a request from the Issuer
accompanied by an Officers’ Certificate and an Opinion of Counsel stating that
all applicable requirements have been satisfied.
Section
8.06. Surrender
of Notes Upon Final Payment.
By
acceptance of any Note, the Holder thereof agrees to surrender such Note to
the
Securities Administrator promptly, prior to such Noteholder’s receipt of the
final payment thereon.
Section 8.07. |
Optional
Redemption of the Notes.
|
(a) The
Seller may, at its option, redeem the Notes on any Payment Date on or after
the
Optional Redemption Date, by purchasing (on a servicing-retained basis), on
such
Payment Date, all of the outstanding Mortgage Loans and REO Properties at a
price equal to the greater of (I) the sum of (w) 100% of the aggregate Principal
Balance of the Mortgage Loans plus (x) the lesser of (A) the appraised value
of
any REO Property as determined by the higher of two appraisals completed by
two
independent appraisers selected by the Seller and at the Seller’s expense and
(B) the Principal Balance of the Mortgage Loan related to such REO Property
plus
(y) in each case, the greater of (i) the aggregate amount of accrued and unpaid
interest on the Mortgage Loans through the related Due Period and (ii) thirty
(30) days’ accrued interest thereon at a rate equal to the Loan Rate, in each
case net of the Servicing Fee and the Master Servicing Fee and (II) the sum
of
(a) the fair market value of the assets of the Trust and (b) the greater of
(i)
the aggregate amount of accrued and unpaid interest on the Mortgage Loans
through the related Due Period and (ii) thirty (30) days’ accrued interest
thereon at a rate equal to the Loan Rate, in each case net of the Servicing
Fee
and the Master Servicing Fee (the “Redemption Price”); provided,
however,
that
the Seller hereby covenants and agrees not to exercise its rights under this
Section 8.07 on any Payment Date unless the Redemption Price is sufficient
to
redeem in full all of the Class N Notes (including all accrued and unpaid
interest thereon). Following an Optional Redemption of the Notes and a purchase
of the Mortgage Loans and any REO Properties pursuant to this Section 8.07,
the
Servicer shall be entitled to receive the Servicing Fee as compensation for
its
continued servicing of such Mortgage Loans and REO Properties.
(b) In
order
to exercise the foregoing option, the Seller shall provide written notice of
its
exercise of such option to the Indenture Trustee, the Securities Administrator
and the Owner Trustee at least 15 days prior to its exercise. Following receipt
of the notice, the Securities Administrator shall provide notice to the
Noteholders of the final payment on the Notes. In addition, the Seller shall,
not less than one Business Day prior to the proposed Payment Date on which
such
redemption is to be made, deposit the aggregate redemption price specified
in
(a) above with the Securities Administrator, who shall deposit the aggregate
redemption price into the Payment Account and shall, on the Payment Date after
receipt of the funds, apply such funds to make final payments of principal
and
interest on the Notes in accordance with Section 3.05(b) and (c) hereof and
payment in full to the Indenture Trustee and the Securities Administrator,
and
this Indenture shall be discharged subject to the provisions of Section 4.10
hereof. If for any reason the amount deposited by the Seller is not sufficient
to make such redemption or such redemption cannot be completed for any reason,
the amount so deposited by the Seller with the Securities Administrator shall
be
immediately returned to the Seller in full and shall not be used for any other
purpose or be deemed to be part of the Trust.
ARTICLE
IX
SUPPLEMENTAL
INDENTURES
Section 9.01. |
Supplemental
Indentures Without Consent of Noteholders.
|
(a) Without
the consent of the Holders of any Notes but with prior notice to the Rating
Agencies, the Issuer, the Indenture Trustee and the Securities Administrator,
when authorized by an Issuer Request, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform
to
the provisions of the TIA as in force at the date of the execution thereof),
in
form satisfactory to the Indenture Trustee and the Securities Administrator,
for
any of the following purposes:
(i) to
correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional
property;
(ii) to
evidence the succession, in compliance with the applicable provisions hereof,
of
another person to the Issuer, and the assumption by any such successor of the
covenants of the Issuer herein and in the Notes contained;
(iii) to
add to
the covenants of the Issuer, for the benefit of the Holders of the Notes, or
to
surrender any right or power herein conferred upon the Issuer;
(iv) to
convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;
(v) to
cure
any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein
or in any supplemental indenture;
(vi) to
make
any other provisions with respect to matters or questions arising under this
Indenture or in any supplemental indenture; provided, that such action (as
evidenced by either (i) an Opinion of Counsel delivered to the Depositor, the
Issuer, the Seller, the Securities Administrator and the Indenture Trustee
or
(ii) confirmation from the Rating Agencies that such amendment will not result
in the reduction or withdrawal of the rating of any Class of Notes) shall not
materially and adversely affect the interests of the Holders of the
Notes;
(vii) to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of
the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to
the
requirements of Article VI hereof; or
(viii) to
modify, eliminate or add to the provisions of this Indenture to such extent
as
shall be necessary to effect the qualification of this Indenture under the
TIA
or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the
TIA;
provided,
however,
that no
such indenture supplements shall be entered into unless the Indenture Trustee
and the Securities Administrator shall have received an Opinion of Counsel
as to
the enforceability of any such indenture supplement and to the effect that
(i)
such indenture supplement is permitted hereunder and (ii) entering into such
indenture supplement will not result in a “substantial modification” of the
Notes under Treasury Regulation Section 1.1001-3 or adversely affect the status
of the Notes as indebtedness for federal income tax purposes.
Each
of
the Indenture Trustee and the Securities Administrator is hereby authorized
to
join in the execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations that may be therein
contained.
(b) The
Issuer, the Indenture Trustee and the Securities Administrator, when authorized
by an Issuer Request, may, also without the consent of any of the Holders of
the
Notes and prior notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to,
or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under
this
Indenture; provided,
however,
that
such action as evidenced by an Opinion of Counsel, (i) is permitted by this
Indenture, and shall not (ii) adversely affect in any material respect the
interests of any Noteholder (which may be evidenced by confirmation from the
Rating Agencies that such amendment will not result in the reduction or
withdrawal of the rating of any Class of Notes) or (iii) if 100% of the
Certificates are not owned by the Seller, cause the Issuer to be subject to
an
entity level tax for federal income tax purposes.
Section
9.02. Supplemental
Indentures With Consent of Noteholders.
The
Issuer, the Indenture Trustee and the Securities Administrator, when authorized
by an Issuer Request, also may, with prior notice to the Rating Agencies and,
with the consent of the Holders of not less than a majority of the Note Balance
of each Class of Notes affected thereby, by Act (as defined in Section 10.03
hereof) of such Holders delivered to the Issuer, the Indenture Trustee and
the
Securities Administrator, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner
or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however,
that no
such supplemental indenture shall, without the consent of the Holder of each
Note affected thereby:
(i) change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof or the interest rate thereon, change
the
provisions of this Indenture relating to the application of collections on,
or
the proceeds of the sale of, the Trust to payment of principal of or interest
on
the Notes, or change any place of payment where, or the coin or currency in
which, any Note or the interest thereon is payable, or impair the right to
institute suit for the enforcement of the provisions of this Indenture requiring
the application of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes on or after the respective due
dates
thereof;
(ii) reduce
the percentage of the Note Balances of the Notes, the consent of the Holders
of
which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;
(iii) modify
or
alter the provisions of the proviso to the definition of the term “Outstanding”
or modify or alter the exception in the definition of the term
“Holder”;
(iv) reduce
the percentage of the Note Balances of the Notes required to direct the
Indenture Trustee to direct the Issuer to sell or liquidate the Trust pursuant
to Section 5.04 hereof;
(v) modify
any provision of this Section 9.02 except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or
the
Basic Documents cannot be modified or waived without the consent of the Holder
of each Note affected thereby;
(vi) modify
any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any
Note on any Payment Date (including the calculation of any of the individual
components of such calculation); or
(vii) permit
the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Trust or, except as otherwise
permitted or contemplated herein, terminate the lien of this Indenture on any
property at any time subject hereto or deprive the Holder of any Note of the
security provided by the lien of this Indenture;
and
provided,
further,
that
such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer
(if 100% of the Certificates are not owned by the Seller) to be subject to
an
entity level tax.
Any
such
action shall not (as evidenced by either (i) an Opinion of Counsel delivered
to
the Depositor, the Issuer, the Indenture Trustee and the Securities
Administrator or (ii) confirmation from the Rating Agencies that such amendment
will not result in the reduction or withdrawal of the rating of any Class of
Notes) adversely affect in any material respect the interest of any Holder
(other than a Holder who shall consent to such supplemental
indenture).
It
shall
not be necessary for any Act of Noteholders under this Section 9.02 to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
Promptly
after the execution by the Issuer, the Indenture Trustee and the Securities
Administrator of any supplemental indenture pursuant to this Section 9.02,
the
Securities Administrator shall mail to the Holders of the Notes to which such
amendment or supplemental indenture relates a notice setting forth in general
terms the substance of such supplemental indenture. Any failure of the
Securities Administrator to mail such notice, or any defect therein, shall
not,
however, in any way impair or affect the validity of any such supplemental
indenture.
Section
9.03. Execution
of Supplemental Indentures.
In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modification thereby of the trusts
created by this Indenture, each of the Indenture Trustee and the Securities
Administrator shall be entitled to receive (in addition to the documents
required by Section 10.01), and subject to Sections 6.01 and 6.02 hereof, shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. Each of the Indenture Trustee and the Securities Administrator may,
but shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee’s or the Securities Administrator’s own rights,
duties, liabilities or immunities under this Indenture or
otherwise.
Section
9.04. Effect
of Supplemental Indenture.
Upon
the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and shall be deemed to be modified and amended in
accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities
and
immunities under this Indenture of the Indenture Trustee, the Securities
Administrator, the Issuer and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.
Section
9.05. Conformity
with Trust Indenture Act.
Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article IX shall conform to the requirements of the Trust Indenture
Act
as then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.
Section
9.06. Reference
in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee or
the
Securities Administrator shall, bear a notation in form approved by the
Indenture Trustee and the Securities Administrator as to any matter provided
for
in such supplemental indenture. If the Issuer, the Indenture Trustee or the
Securities Administrator shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee, the Securities Administrator
and the Issuer, to any such supplemental indenture may be prepared and executed
by the Issuer and authenticated and delivered by the Securities Administrator
in
exchange for Outstanding Notes.
ARTICLE
X
MISCELLANEOUS
Section 10.01. |
Compliance
Certificates and Opinions, etc.
|
(a) Upon
any
application or request by the Issuer to the Indenture Trustee or the Securities
Administrator to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee or the Securities Administrator,
as applicable, (i) an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and (ii) an Opinion of Counsel stating that
in
the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that, in the case of any such application or request
as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be
furnished.
Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:
(i) a
statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating
thereto;
(ii) a
brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;
(iii) a
statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory
to
express an informed opinion as to whether or not such covenant or condition
has
been complied with;
(iv) a
statement as to whether, in the opinion of each such signatory, such condition
or covenant has been complied with; and
(v) if
the
signatory of such certificate or opinion is required to be Independent, the
statement required by the definition of the term “Independent
Certificate.”
(b) (i)
Prior
to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 10.01(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each person signing such certificate as to the fair
value (within 90 days prior to such deposit) to the Issuer of the Collateral
or
other property or securities to be so deposited and a report from a nationally
recognized accounting firm verifying such value.
(ii) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (i) above, the Issuer shall also deliver to the
Indenture Trustee an Independent Certificate from a nationally recognized
accounting firm as to the same matters, if the fair value of the securities
to
be so deposited and of all other such securities made the basis of any such
withdrawal or release since the commencement of the then current fiscal year
of
the Issuer, as set forth in the certificates delivered pursuant to clause (i)
above and this clause (ii), is 10% or more of the Note Balances of the Notes,
but such a certificate need not be furnished with respect to any securities
so
deposited, if the fair value thereof as set forth in the related Officer’s
Certificate is less than $25,000 or less than one percent of the Note Balances
of the Notes.
(iii) Whenever
any property or securities are to be released from the lien of this Indenture,
the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as
to
the fair value (within 90 days prior to such release) of the property or
securities proposed to be released and stating that in the opinion of such
person the proposed release will not impair the security under this Indenture
in
contravention of the provisions hereof.
(iv) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the
fair
value of the property or securities and of all other property or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of the Note Principal
Balances of the Notes, but such certificate need not be furnished in the case
of
any release of property or securities if the fair value thereof as set forth
in
the related Officer’s Certificate is less than $25,000 or less than one percent
of the then Note Principal Balances of the Notes.
Section
10.02. Form
of Documents Delivered to Indenture Trustee.
In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters
be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.
Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise
of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based
are
erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate
or
opinion of, or representations by, an officer or officers of the Seller or
the
Issuer, stating that the information with respect to such factual matters is
in
the possession of the Seller or the Issuer, unless such counsel knows, or in
the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.
Where
any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.
Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Issuer shall deliver any
document as a condition of the granting of such application, or as evidence
of
the Issuer’s compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and
opinions stated in such document shall in such case be conditions precedent
to
the right of the Issuer to have such application granted or to the sufficiency
of such certificate or report. The foregoing shall not, however, be construed
to
affect the Indenture Trustee’s or the Securities Administrator’s right to rely
upon the truth and accuracy of any statement or opinion contained in any such
document as provided in Article VI.
Section 10.03. |
Acts
of Noteholders.
|
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Securities Administrator, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01 hereof)
conclusive in favor of the Securities Administrator and the Issuer, if made
in
the manner provided in this Section 10.03 hereof.
(b) The
fact
and date of the execution by any person of any such instrument or writing may
be
proved in any manner that the Securities Administrator deems
sufficient.
(c) The
ownership of Notes shall be proved by the Note Registrar.
(d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Notes shall bind the Holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Securities
Administrator or the Issuer in reliance thereon, whether or not notation of
such
action is made upon such Note.
Section 10.04. |
Notices
etc., to Indenture Trustee, Securities Administrator, Issuer and
Rating
Agencies.
|
Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders or other documents provided or permitted by this Indenture shall
be
in writing and if such request, demand, authorization, direction, notice,
consent, waiver or act of Noteholders is to be made upon, given or furnished
to
or filed with:
(i) the
Indenture Trustee or the Securities Administrator by any Noteholder or by the
Issuer shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Indenture Trustee or the Securities
Administrator at the Corporate Trust Office. The Indenture Trustee or the
Securities Administrator, as applicable, shall promptly transmit any notice
received by it from the Noteholders to the Issuer; or
(ii) the
Issuer by the Indenture Trustee, the Securities Administrator or by any
Noteholder shall be sufficient for every purpose hereunder if in writing and
mailed first-class, postage prepaid to the Issuer addressed to: Renaissance
Home
Equity Loan Trust 2006-1, in care of Wilmington Trust Company, Xxxxxx Square
North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention:
Corporate Trust Administration, or at any other address previously furnished
in
writing to the Indenture Trustee and the Securities Administrator by the Issuer.
The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee and the Securities
Administrator.
Notices
required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
mailed first-class postage pre-paid, to (i) in the case of Moody’s, at the
following address: Xxxxx’x Investors Service, Inc., Residential Mortgage
Monitoring Department, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (ii) in
the
case of S&P, at the following address: Standard & Poor’s, 00 Xxxxx
Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention of Asset Backed Surveillance Department
and
(iii) in the case of Fitch, at the following address: Fitch Ratings, 0 Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; or as to each of the foregoing, at
such
other address as shall be designated by written notice to the other
parties.
Section
10.05. Notices
to Noteholders; Waiver.
Where
this Indenture provides for notice to Noteholders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if
in
writing and mailed, first-class, postage prepaid to each Noteholder affected
by
such event, at such Person’s address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice
so
mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have been duly given
regardless of whether such notice is in fact actually received.
Where
this Indenture provides for notice in any manner, such notice may be waived
in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers
of
notice by Noteholders shall be filed with the Securities Administrator but
such
filing shall not be a condition precedent to the validity of any action taken
in
reliance upon such a waiver.
In
case,
by reason of the suspension of regular mail service as a result of a strike,
work stoppage or similar activity, it shall be impractical to mail notice of
any
event to Noteholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall
be
satisfactory to the Securities Administrator shall be deemed to be a sufficient
giving of such notice.
Where
this Indenture provides for notice to the Rating Agencies, failure to give
such
notice shall not affect any other rights or obligations created hereunder,
and
shall not under any circumstance constitute an Event of Default.
Section
10.06. Conflict
with Trust Indenture Act.
If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required to be included in this Indenture by any of the provisions
of
the TIA, such required provision shall control.
The
provisions of TIA §§ 310 through 317 that impose duties on any Person (including
the provisions automatically deemed included herein unless expressly excluded
by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.
Section
10.07. Effect
of Headings.
The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.
Section
10.08. Successors
and Assigns. All
covenants and agreements in this Indenture and the Notes by the Issuer shall
bind its successors and assigns, whether so expressed or not. All agreements
of
the Indenture Trustee and the Securities Administrator in this Indenture shall
bind its successors, co-trustees and agents.
Section
10.09. Separability.
In case
any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section
10.10. Third
Party Beneficiary.
The
Master Servicer shall be a third party beneficiary for purposes of Section
6.07
of this Indenture.
Section
10.11. Legal
Holidays.
In any
case where the date on which any payment is due shall not be a Business Day,
then (notwithstanding any other provision of the Notes or this Indenture)
payment need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date on which
nominally due, and no interest shall accrue for the period from and after any
such nominal date.
Section
10.12. GOVERNING
LAW. THIS
INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
Section
10.13. Counterparts.
This
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section
10.14. Recording
of Indenture.
If this
Indenture is subject to recording in any appropriate public recording offices,
such recording is to be effected by the Issuer and at its expense accompanied
by
an Opinion of Counsel at its expense (which may be counsel to the Indenture
Trustee or the Securities Administrator or any other counsel reasonably
acceptable to the Indenture Trustee and the Securities Administrator) to the
effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the enforcement of
any
right or remedy granted to the Indenture Trustee under this
Indenture.
Section
10.15. Issuer
Obligation. No
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee, the Indenture Trustee or the Securities
Administrator on the Notes or under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Indenture
Trustee, the Securities Administrator or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of
the
Indenture Trustee, the Securities Administrator or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee, the Indenture Trustee or the Securities Administrator or of
any
successor or assign of any of them in its individual capacity, except as any
such Person may have expressly agreed (it being understood that the Indenture
Trustee, the Securities Administrator and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes
of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust
Agreement.
Section
10.16. No
Petition. The
Indenture Trustee and the Securities Administrator, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time prior to one year from the date of termination
hereof, institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar
law
in connection with any obligations relating to the Notes, this Indenture or
any
of the Basic Documents, except for filing proofs of claim.
Section
10.17. Inspection.
The
Issuer agrees that, at its expense, on reasonable prior notice, it shall permit
any representative of the Indenture Trustee or the Securities Administrator,
during the Issuer’s normal business hours, to examine all the books of account,
records, reports and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer’s affairs, finances and accounts with the
Issuer’s officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee or the Securities Administrator, as applicable, shall cause
its representatives to hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.
Section
10.18. No
Recourse to Owner Trustee.
It is
expressly understood and agreed by the parties hereto that (a) this Indenture
is
executed and delivered by Wilmington Trust Company, not individually or
personally, but solely as Owner Trustee of Renaissance Home Equity Loan Trust
2006-1, in the exercise of the powers and authority conferred and vested in
it,
(b) each of the representations, undertakings and agreements herein made on
the
part of the Issuer is made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company but is made and intended
for the purpose for binding only the Issuer, (c) nothing herein contained shall
be construed as creating any liability of Wilmington Trust Company, 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 (d)
under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture or any other related
documents.
Section
10.19. Proofs
of Claim.
The
Indenture Trustee is authorized to file such proofs of claim and other papers
or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel) and the Noteholders allowed in any judicial proceedings relative to
the
Issuer (or any other obligor upon the Notes), its creditors or its property
and
shall be entitled and empowered to collect, receive and distribute any money
or
other property payable or deliverable on any such claims and any custodian
in
any such judicial proceeding is hereby authorized by each Noteholder to make
such payments to the Indenture Trustee, as administrative expenses associated
with any such proceeding, and, in the event that the Indenture Trustee shall
consent to the making of such payments directly to the Noteholder to pay to
the
Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel, and any other amounts due to the Indenture Trustee under Section 6.07
hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel,
and
any other amounts due the Indenture Trustee under Section 6.07 hereof out of
the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Noteholders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Indenture Trustee to authorize or
consent to or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Noteholder
of the rights of any Noteholder thereof, or to authorize the Indenture Trustee
to vote in respect of the claim of any Noteholder in any such
proceeding.
IN
WITNESS WHEREOF, the Issuer, the Indenture Trustee and the Securities
Administrator have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
RENAISSANCE
HOME EQUITY LOAN TRUST 2006-1, as Issuer
By:
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee
By:
/s/
Xxxxx X. Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Senior Financial Services Officer
HSBC
BANK
USA, NATIONAL ASSOCIATION, as Indenture Trustee
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Assistant Vice President
XXXXX
FARGO BANK, N.A., as Securities Administrator
By:
/s/
Xxxxxxxx XX Xxxxx
Name:
Xxxxxxxx XX Xxxxx
Title:
Vice President
For
purposes of Section 6.07:
XXXXX
FARGO BANK, N.A., as Master Servicer
By:
/s/
Xxxxxxxx XX Xxxxx
Name:
Xxxxxxxx XX Xxxxx
Title:
Vice President
STATE
OF DELAWARE
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW CASTLE
|
)
|
On
this
___ day of March, 2006, before me personally appeared __________________ to
me
known, who being by me duly sworn, did depose and say, that he is a
__________________ of the Owner Trustee, one of the corporations described
in
and which executed the above instrument; and that he signed his name thereto
by
like order.
_______________________________
Notary
Public
NOTARY
PUBLIC
[NOTARIAL
SEAL]
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
this
___ day of March, 2006, before me personally appeared __________________ to
me
known, who being by me duly sworn, did depose and say, that he is a
__________________ of the Indenture Trustee, one of the corporations described
in and which executed the above instrument; and that he signed his name thereto
by like order.
___________________________
Notary
Public
NOTARY
PUBLIC
[NOTARIAL
SEAL]
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
this
___ day of March, 2006, before me personally appeared ________________ to me
known, who being by me duly sworn, did depose and say, that she is a
___________________ of the Securities Administrator, one of the corporations
described in and which executed the above instrument; and that she signed her
name thereto by like order.
____________________________
Notary
Public
NOTARY
PUBLIC
[NOTARIAL
SEAL]
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
this
___ day of March, 2006, before me personally appeared ________________ to me
known, who being by me duly sworn, did depose and say, that she is a
___________________ of the Master Servicer, one of the corporations described
in
and which executed the above instrument; and that she signed her name thereto
by
like order.
__________________________
Notary
Public
NOTARY
PUBLIC
[NOTARIAL
SEAL]
EXHIBIT
A - FORM OF OFFERED NOTES
FORM
OF
CLASS ___ NOTES
UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE 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.
THE
HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
TO
REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
INDENTURE.
THIS
NOTE
IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
NOTE.
PRINCIPAL
OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.
[FOR
CLASS M NOTES: THIS NOTE IS SUBORDINATE TO CERTAIN NOTES TO THE EXTENT DESCRIBED
IN THE INDENTURE REFERRED TO HEREIN].
RENAISSANCE
HOME EQUITY LOAN TRUST 2006-1
HOME
EQUITY LOAN ASSET-BACKED NOTES, SERIES 2006-1
CLASS
____
AGGREGATE
NOTE BALANCE: $_____________________
|
NOTE
RATE:
|
INITIAL
NOTE BALANCE OF THIS BOND: $_____________________
|
BOND
NO.
|
PERCENTAGE
INTEREST: 100%
|
CUSIP
NO.
[
]
|
Renaissance
Home Equity Loan Trust 2006-1 (the “Issuer”), a Delaware statutory trust, for
value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ($_________________) in monthly installments on the
twenty-fifth day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each a “Payment Date”), commencing in April 2006 and
ending on or before the Payment Date occurring on the Final Stated Maturity
Date
and to pay interest on the Note Balance of this Note (this “Note”) outstanding
from time to time as provided below.
This
Note
is one of a duly authorized issue of the Issuer’s Home Equity Loan Asset-Backed
Notes, Series 2006-1 (the “Notes”), issued under an Indenture dated as of March
30, 2006 (the “Indenture”), among the Issuer, HSBC Bank USA, National
Association, as indenture trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture) and Xxxxx Fargo Bank,
N.A.,
as securities administrator (the “Securities Administrator”, which term includes
any successor Securities
Administrator under
the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder of the
Issuer, the Indenture Trustee, the Securities Administrator and the Holders
of
the Notes and the terms upon which the Notes are to be authenticated and
delivered. All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Payments
of principal and interest on this Note will be made on each Payment Date to
the
Noteholder of record as of the related Record Date. The “Note Balance” of a Note
as of any date of determination is equal to the Initial Note Balance thereof,
reduced by the aggregate of all amounts previously paid with respect to such
Note on account of principal and the aggregate amount of cumulative Realized
Losses allocated to such Note on all prior Payment Dates.
The
principal of, and interest on, this Note are due and payable as described in
the
Indenture, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be equal to this
Note’s pro
rata
share of
the aggregate payments on all Class ____ Notes as described above, and shall
be
applied as between interest and principal as provided in the
Indenture.
All
principal and interest accrued on the Notes, if not previously paid, will become
finally due and payable at the Final Stated Maturity Date.
The
Notes
are subject to redemption in whole, but not in part, by the Seller on any
Payment Date on or after the Optional Redemption Date.
The
Issuer shall not be liable upon the indebtedness evidenced by the Notes except
to the extent of amounts available from the Trust which constitutes security
for
the payment of the Notes. The assets included in the Trust will be the sole
source of payments on the Class ____ Notes, and each Holder hereof, by its
acceptance of this Note, agrees that (i) such Note will be limited in right
of
payment to amounts available from the Trust as provided in the Indenture and
(ii) such Holder shall have no recourse to the Issuer, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the Seller, the Servicer,
the
Master Servicer or any of their respective affiliates, or to the assets of
any
of the foregoing entities, except the assets of the Issuer pledged to secure
the
Class ____ Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.
Any
payment of principal or interest payable on this Note which is punctually paid
on the applicable Payment Date shall be paid to the Person in whose name such
Note is registered at the close of business on the Record Date for such Payment
Date by check mailed to such person’s address as it appears in the Note Register
on such Record Date, except for the final installment of principal and interest
payable with respect to such Note, which shall be payable as provided below.
Notwithstanding the foregoing, upon written request with appropriate
instructions by the Holder of this Note delivered to the Securities
Administrator at least five Business Days prior to the Record Date, any payment
of principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of
a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor
or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof
on
or after the Payment Date thereof at the office or agency of the Issuer
maintained by it for such purpose pursuant to Section 3.02 of the
Indenture.
Subject
to the foregoing provisions, each Note delivered under the Indenture, upon
registration of transfer of or in exchange for or in lieu of any other Note
shall carry the right to unpaid principal and interest that were carried by
such
other Note.
If
an
Event of Default as defined in the Indenture shall occur and be continuing
with
respect to the Notes, the Notes may become or be declared due and payable in
the
manner and with the effect provided in the Indenture. If any such acceleration
of maturity occurs prior to the payment of the entire unpaid Note Balance of
the
Notes, the amount payable to the Holder of this Note will be equal to the sum
of
the unpaid Note Balance of the Notes, together with accrued and unpaid interest
thereon as described in the Indenture. The Indenture provides that,
notwithstanding the acceleration of the maturity of the Notes, under certain
circumstances specified therein, all amounts collected as proceeds of the Trust
securing the Notes or otherwise shall continue to be applied to payments of
principal of and interest on the Notes as if they had not been declared due
and
payable.
The
failure to pay any Class Interest Carryover Shortfall at any time when funds
are
not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.
The
Holder of this Note or Beneficial Owner of any interest herein is deemed to
represent that either (1) it is not acquiring this Note with Plan Assets or
(2)(A) the acquisition, holding and transfer of this Note will not give rise
to
a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of
the Code and (B) this Note is rated investment grade or better and such person
believes that this Note is properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat
this
Note. Alternatively, regardless of the rating of this Note, such person may
provide the Indenture Trustee, the Securities Administrator and the Owner
Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at
the
expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Securities Administrator, the Servicer,
the
Master Servicer or any successor servicer which opines that the acquisition,
holding and transfer of this Note or interest herein is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the Servicer, the Master
Servicer or any successor servicer to any obligation in addition to those
undertaken in the Indenture.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note may be registered on the Note Register of the Issuer.
Upon surrender for registration of transfer of, or presentation of a written
instrument of transfer for, this Note at the office or agency designated by
the
Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the
Securities Administrator,
one or
more new Notes of any authorized denominations and of a like aggregate initial
Note Balance, will be issued to the designated transferee or
transferees.
Prior
to
the due presentment for registration of transfer of this Note, the Issuer,
the
Indenture Trustee, the Securities Administrator and any agent of the Issuer,
the
Indenture Trustee or the Securities Administrator may treat the Person in whose
name this Note is registered as the owner of such Note (i) on the applicable
Record Date for the purpose of making payments and interest of such Note and
(ii) on any other date for all other purposes whatsoever, as the owner hereof,
whether or not this Note be overdue, and neither the Issuer, the Indenture
Trustee, the Securities Administrator nor any such agent of any of them shall
be
affected by notice to the contrary.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and
the
rights of the Holders of the Notes under the Indenture at any time by the Issuer
and the Holders of a majority of all Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the aggregate Note Balance of the Notes on behalf
of
the Holders of all the Notes, to waive any past Default under the Indenture
and
its consequences. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent
or
waiver is made upon such Note. The Indenture also permits the Issuer, the
Indenture Trustee and the Securities Administrator to amend or waive certain
terms and conditions set forth in the Indenture without the consent of the
Holders of the Notes issued thereunder.
Initially,
this Note will be registered in the name of Cede & Co. as nominee of DTC,
acting in its capacity as the Depository for this Note. This Note will be
delivered by the clearing agency in denominations as provided in the Indenture
and subject to certain limitations therein set forth. This Note is exchangeable
for a like aggregate initial Note Balance of Notes of different authorized
denominations, as requested by the Holder surrendering same.
Unless
the Certificate of Authentication hereon has been executed by the Securities
Administrator by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any
purpose.
AS
PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
IN
WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
by
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee.
Dated:
March __ 2006
RENAISSANCE
HOME EQUITY LOAN TRUST 2006-1
BY:
WILMINGTON TRUST COMPANY, not in its individual
capacity but solely in its capacity as Owner Trustee
capacity but solely in its capacity as Owner Trustee
By:_______________________________________
Authorized
Signatory
INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This
is
one of the Notes referred to in the within-mentioned Indenture.
XXXXX
FARGO BANK, N.A.,
as
Securities Administrator
By:______________________________________
Authorized
Signatory
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of the Note,
shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN
COM
|
--
|
as
tenants in common
|
TEN
ENT
|
--
|
as
tenants by the entireties
|
JT
TEN
|
--
|
as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT
|
--
|
__________
Custodian_____________
(Cust)
(Minor)
under
Uniform Gifts to Minor Act
_____________________
(State)
|
Additional
abbreviations may also be used though not in the above LIST.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER
OF
ASSIGNEE:
(Please
print or typewrite name and address, including zip code, of
assignee)
the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints
attorney
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
___________________________ ________________________________________
Signature
Guaranteed by ____________________________
NOTICE:
The signature(s) to this assignment must correspond with the name as it appears
upon the face of the within Note in every particular, without alteration or
enlargement or any change whatsoever. Signature(s) must be guaranteed by a
commercial bank or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
EXHIBIT
A - FORM OF CLASS N NOTES
FORM
OF
CLASS ___ NOTES
UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE 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.
THE
HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
TO
REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
INDENTURE.
THIS
NOTE
IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF PAYMENT
TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE REFERRED TO
BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON THIS
NOTE.
PRINCIPAL
OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.
THIS
NOTE
IS SUBORDINATE TO THE OFFERED NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.
THIS
NOTE
HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 4.16 OF THE INDENTURE REFERRED TO
HEREIN. [FOR REGULATION S ONLY: NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES (AS DEFINED IN
RULES 901 THROUGH 905 OF THE SECURITIES ACT (“REGULATION S”)) OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.]
NO
TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (“PLAN”) THAT IS SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (B) TO ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS NOTE OR SUCH INTEREST HEREIN ON BEHALF
OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, UNLESS SUCH PLAN OR PERSON
PROVIDES THE CERTIFICATION DESCRIBED IN SECTION 4.16 OF THE INDENTURE REFERRED
TO HEREIN.
RENAISSANCE
HOME EQUITY LOAN TRUST 2006-1
HOME
EQUITY LOAN ASSET-BACKED NOTES, SERIES 2006-1
CLASS
____
AGGREGATE
NOTE BALANCE: $_____________________
|
NOTE
RATE:
|
INITIAL
NOTE BALANCE OF THIS BOND: $_____________________
|
BOND
NO. 1
|
PERCENTAGE
INTEREST: 100%
|
CUSIP
NO.
[
]
|
Renaissance
Home Equity Loan Trust 2006-1 (the “Issuer”), a Delaware statutory trust, for
value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ($_________________) in monthly installments on the
twenty-fifth day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each a “Payment Date”), commencing in April 2006 and
ending on or before the Payment Date occurring on the Final Stated Maturity
Date
and to pay interest on the Note Balance of this Note (this “Note”) outstanding
from time to time as provided below.
This
Note
is one of a duly authorized issue of the Issuer’s Home Equity Loan Asset-Backed
Notes, Series 2006-1 (the “Notes”), issued under an Indenture dated as of March
30, 2006 (the “Indenture”), among the Issuer, HSBC Bank USA, National
Association, as indenture trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture) and Xxxxx Fargo Bank,
N.A.,
as securities administrator (the “Securities Administrator”, which term includes
any successor Securities Administrator under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights thereunder of the Issuer, the Indenture Trustee, the
Securities Administrator and the Holders of the Notes and the terms upon which
the Notes are to be authenticated and delivered. All terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them
in
the Indenture.
Payments
of principal and interest on this Note will be made on each Payment Date to
the
Noteholder of record as of the related Record Date. The “Note Balance” of a Note
as of any date of determination is equal to the Initial Note Balance thereof,
reduced by the aggregate of all amounts previously paid with respect to such
Note on account of principal and the aggregate amount of cumulative Realized
Losses allocated to such Note on all prior Payment Dates.
The
principal of, and interest on, this Note are due and payable as described in
the
Indenture, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. All
payments made by the Issuer with respect to this Note shall be equal to this
Note’s pro
rata
share of
the aggregate payments on all Class N Notes as described above, and shall be
applied as between interest and principal as provided in the
Indenture.
All
principal and interest accrued on the Notes, if not previously paid, will become
finally due and payable at the Final Stated Maturity Date.
The
Notes
are subject to redemption in whole, but not in part, by the Seller on any
Payment Date on or after the Optional Redemption Date.
The
Issuer shall not be liable upon the indebtedness evidenced by the Notes except
to the extent of amounts available from the Trust which constitutes security
for
the payment of the Notes. The assets included in the Trust will be the sole
source of payments on the Class ____ Notes, and each Holder hereof, by its
acceptance of this Note, agrees that (i) such Note will be limited in right
of
payment to amounts available from the Trust as provided in the Indenture and
(ii) such Holder shall have no recourse to the Issuer, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the Seller, the Servicer,
the
Master Servicer or any of their respective affiliates, or to the assets of
any
of the foregoing entities, except the assets of the Issuer pledged to secure
the
Class N Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.
No
transfer of this Note or any interest herein shall be made except in accordance
with Section 4.16 of the Indenture.
Any
payment of principal or interest payable on this Note which is punctually paid
on the applicable Payment Date shall be paid to the Person in whose name such
Note is registered at the close of business on the Record Date for such Payment
Date by check mailed to such person’s address as it appears in the Note Register
on such Record Date, except for the final installment of principal and interest
payable with respect to such Note, which shall be payable as provided below.
Notwithstanding the foregoing, upon written request with appropriate
instructions by the Holder of this Note delivered to the Securities
Administrator at least five Business Days prior to the Record Date, any payment
of principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of
a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor
or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof
on
or after the Payment Date thereof at the office or agency of the Issuer
maintained by it for such purpose pursuant to Section 3.02 of the
Indenture.
Subject
to the foregoing provisions, each Note delivered under the Indenture, upon
registration of transfer of or in exchange for or in lieu of any other Note
shall carry the right to unpaid principal and interest that were carried by
such
other Note.
If
an
Event of Default as defined in the Indenture shall occur and be continuing
with
respect to the Notes, the Notes may become or be declared due and payable in
the
manner and with the effect provided in the Indenture. If any such acceleration
of maturity occurs prior to the payment of the entire unpaid Note Balance of
the
Notes, the amount payable to the Holder of this Note will be equal to the sum
of
the unpaid Note Balance of the Notes, together with accrued and unpaid interest
thereon as described in the Indenture. The Indenture provides that,
notwithstanding the acceleration of the maturity of the Notes, under certain
circumstances specified therein, all amounts collected as proceeds of the Trust
securing the Notes or otherwise shall continue to be applied to payments of
principal of and interest on the Notes as if they had not been declared due
and
payable.
The
failure to pay any Class Interest Carryover Shortfall at any time when funds
are
not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.
The
Holder of this Note or Beneficial Owner of any interest herein is deemed to
represent that either (1) it is not acquiring this Note with Plan Assets or
(2)
(A) the acquisition, holding and transfer of this Note will not give rise to
a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of
the Code and (B) this Note is rated investment grade or better and such person
believes that this Note is properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat
this
Note. Alternatively, regardless of the rating of this Note, such person may
provide the Indenture Trustee, the Securities Administrator and the Owner
Trustee with an Opinion of Counsel, which Opinion of Counsel will not be at
the
expense of the Issuer, the Depositor, the Seller, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Securities Administrator, the Servicer,
the
Master Servicer or any successor servicer which opines that the acquisition,
holding and transfer of this Note or interest herein is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Depositor, the Seller, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Securities Administrator, the Servicer, the Master
Servicer or any successor servicer to any obligation in addition to those
undertaken in the Indenture.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note may be registered on the Note Register of the Issuer.
Upon surrender for registration of transfer of, or presentation of a written
instrument of transfer for, this Note at the office or agency designated by
the
Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Securities Administrator, one or more
new
Notes of any authorized denominations and of a like aggregate initial Note
Balance, will be issued to the designated transferee or
transferees.
Prior
to
the due presentment for registration of transfer of this Note, the Issuer,
the
Indenture Trustee, the Securities Administrator and any agent of the Issuer,
the
Indenture Trustee or the Securities Administrator may treat the Person in whose
name this Note is registered as the owner of such Note (i) on the applicable
Record Date for the purpose of making payments and interest of such Note and
(ii) on any other date for all other purposes whatsoever, as the owner hereof,
whether or not this Note be overdue, and neither the Issuer, the Indenture
Trustee, the Securities Administrator nor any such agent of any of them shall
be
affected by notice to the contrary.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and
the
rights of the Holders of the Notes under the Indenture at any time by the Issuer
and the Holders of a majority of all Notes at the time outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the aggregate Note Balance of the Notes on behalf
of
the Holders of all the Notes, to waive any past Default under the Indenture
and
its consequences. Any such waiver by the Holder, at the time of the giving
thereof, of this Note (or any one or more predecessor Notes) shall bind the
Holder of every Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent
or
waiver is made upon such Note. The Indenture also permits the Issuer, the
Indenture Trustee and the Securities Administrator to amend or waive certain
terms and conditions set forth in the Indenture without the consent of the
Holders of the Notes issued thereunder.
Initially,
this Note will be registered in the name of Cede & Co. as nominee of DTC,
acting in its capacity as the Depository for this Note. This Note will be
delivered by the clearing agency in denominations as provided in the Indenture
and subject to certain limitations therein set forth. This Note is exchangeable
for a like aggregate initial Note Balance of Notes of different authorized
denominations, as requested by the Holder surrendering same.
Unless
the Certificate of Authentication hereon has been executed by the Securities
Administrator by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any
purpose.
AS
PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
IN
WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
by
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee.
Dated:
March __ 2006
RENAISSANCE
HOME EQUITY LOAN TRUST 2006-1
BY:
WILMINGTON TRUST COMPANY, not in its individual
capacity but solely in its capacity as Owner Trustee
capacity but solely in its capacity as Owner Trustee
By:_______________________________________
Authorized
Signatory
INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This
is
one of the Notes referred to in the within-mentioned Indenture.
XXXXX
FARGO BANK, N.A.,
as
Securities Administrator
By:______________________________________
Authorized
Signatory
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of the Note,
shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN
COM
|
--
|
as
tenants in common
|
TEN
ENT
|
--
|
as
tenants by the entireties
|
JT
TEN
|
--
|
as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT
|
--
|
__________
Custodian_____________
(Cust)
(Minor)
under
Uniform Gifts to Minor Act
_____________________
(State)
|
Additional
abbreviations may also be used though not in the above LIST.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER
OF
ASSIGNEE:
(Please
print or typewrite name and address, including zip code, of
assignee)
the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints
attorney
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
___________________________ ________________________________________
Signature
Guaranteed by ____________________________
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
Collateral ID Pool City State Zip Loan Amount ----------------------------------------------------------------------------------------------------------------------------- 102956505 DRY Wilmington DE 19802 47,740.00 102962628 DRY Bronx NY 10472 326,480.00 102965589 DRY Deltona FL 32738 171,000.00 102970704 DRY Lorena TX 76655 112,500.00 102971280 DRY Fredericksburg VA 22405 462,650.00 102972049 DRY Edgewater FL 32141 121,500.00 102972908 DRY Detroit MI 48228 42,000.00 102973328 DRY Franklin Square NY 11010 382,000.00 102973732 DRY Charlotte NC 28226 152,100.00 102974433 DRY Hartly DE 19953 118,750.00 102974649 DRY Laurelton NY 11413 140,000.00 102974722 DRY Eugene OR 97404 153,000.00 102975497 DRY Mesa AZ 85208 232,480.00 102975729 DRY Xxxxxx Valley NY 10579 168,000.00 102976743 DRY Plant City FL 33563 145,000.00 102977592 DRY Elmont NY 11003 460,000.00 102977758 DRY Myrtle Beach SC 29588 303,300.00 102977790 DRY South Bend IN 46628 72,000.00 102978145 DRY Independence MO 64055 200,000.00 102978152 DRY Brooklyn NY 11216 560,000.00 102978178 DRY Roosevelt NY 11575 170,000.00 102978202 DRY Woodhaven NY 11421 408,000.00 102978533 DRY Valdosta GA 31601 57,000.00 102978780 DRY Philadelphia MO 63463 120,400.00 102978814 DRY White Plains NY 10603 250,000.00 102978996 DRY Ocoee FL 34761 208,000.00 102980604 DRY Hackettstown NJ 07840 223,650.00 102980729 DRY Las Vegas NV 89115 113,750.00 102981123 DRY Paterson NJ 07501 270,000.00 102981453 DRY Baltimore MD 21230 201,000.00 102981479 DRY New Haven CT 06513 180,000.00 102981586 DRY Center Valley PA 18034 151,450.00 102981594 DRY Xxxxxx Springs NY 13459 40,000.00 102981842 DRY Greer SC 29651 76,000.00 102982030 DRY Tallahassee FL 32310 115,200.00 102982162 DRY Alexandria VA 22309 221,000.00 102982303 DRY Wyandanch NY 11798 219,420.00 102982352 DRY Burlington NC 27217 99,200.00 102982501 DRY Canton OH 44705 72,250.00 102982584 DRY Hinsdale NH 03451 95,000.00 102982972 DRY Brooklyn NY 11207 488,750.00 102983046 DRY East Palatka FL 32131 140,000.00 102983228 DRY East Elmhurst NY 11369 395,000.00 102983434 DRY Oak Island NC 28465 251,850.00 102983574 DRY Douglas AZ 85607 117,000.00 102983608 DRY Xxxxxxx City FL 33709 201,400.00 102983657 DRY Gresham OR 97030 125,000.00 102983665 DRY Brooklyn NY 11203 425,000.00 102983707 DRY Douglas AZ 85607 50,000.00 102983715 DRY Fisk MO 63940 53,840.00 102983749 DRY Union NJ 07083 68,000.00 102983822 DRY Union NJ 07083 272,000.00 102983830 DRY Phoenix AZ 85035 84,000.00 102983947 DRY Mesa AZ 85210 144,000.00 102983970 DRY Matawan NJ 07747 459,000.00 102984010 DRY Saint Cloud FL 34769 112,450.00 102984028 DRY Sicklerville NJ 08081 45,000.00 102984051 DRY El Paso TX 79912 272,000.00 102984085 DRY Dallas TX 75248 158,000.00 102984119 DRY Laurelton NY 11413 301,750.00 102984143 DRY Milwaukee WI 53218 143,100.00 102984168 DRY Mineral Point WI 53565 270,400.00 102984176 DRY Riverdale GA 30274 106,400.00 102984200 DRY Philadelphia PA 19152 181,050.00 102984242 DRY Osage Beach MO 65065 76,500.00 102984267 DRY Prince Xxxxxxxxx MD 20678 270,000.00 102984283 DRY Ridgeland SC 29936 80,000.00 102984309 DRY Montgomery AL 36105 47,700.00 102984325 DRY Mount Vernon NY 10553 215,000.00 102984358 DRY Chestertown NY 12817 128,700.00 102984374 DRY Chilton TX 76632 77,500.00 102984382 DRY Zolfo Springs FL 33890 116,000.00 102984390 DRY Bayonne NJ 07002 375,000.00 102984432 DRY Winfield AL 35594 44,820.00 102984440 DRY Miami FL 33180 300,000.00 102984465 DRY Valley Stream NY 11580 255,000.00 102984473 DRY Huntsville AL 35806 65,000.00 102984515 DRY Roosevelt NY 11575 185,000.00 102984523 DRY Lehigh Acres FL 33936 160,160.00 102984564 DRY Rosedale NY 11422 412,500.00 102984572 DRY Pickens SC 29671 51,300.00 102984648 DRY Wetumpka AL 36092 107,100.00 102984721 DRY Lyons IL 60534 187,500.00 102984788 DRY Chicago IL 60644 75,000.00 102984796 DRY Township Of Pennsauken NJ 08110 152,100.00 102984804 DRY Hempstead NY 11550 350,000.00 102984812 DRY Saint Albans NY 11412 330,000.00 102984887 DRY Miami FL 33193 49,017.00 102984945 DRY Waterbury CT 06704 128,000.00 102984960 DRY Amherst VA 24521 136,000.00 102984978 DRY Farmingville NY 11738 371,475.00 102984986 DRY Lake Worth FL 33460 157,500.00 102985025 DRY Indian Trail NC 28079 47,600.00 102985041 DRY Xxxxxx Mill KY 41015 78,060.00 102985074 DRY Islip NY 11751 266,250.00 102985082 DRY Osceola Xxxxx PA 16666 44,100.00 102985132 DRY East Massapequa NY 11758 250,000.00 102985157 DRY East Hartford CT 06108 40,000.00 102985199 DRY Reading City PA 19604 55,250.00 102985215 DRY Frankfort IN 46041 64,000.00 102985264 DRY Brentwood NY 11717 270,000.00 102985280 DRY New Haven CT 06511 150,000.00 102985306 DRY Xxxxxx PA 18428 152,000.00 102985330 DRY Jamaica NY 11433 290,000.00 102985355 DRY Brooklyn NY 11234 88,000.00 102985371 DRY Pensacola FL 32503 132,500.00 102985405 DRY Fuquay Varina NC 27526 96,000.00 102985413 DRY Elmer NJ 08318 112,000.00 102985439 DRY Ruckersville VA 22968 188,000.00 102985447 DRY New London CT 06320 260,000.00 102985454 DRY Cape Girardeau MO 63701 55,000.00 102985470 DRY Winchester VA 22601 307,600.00 102985496 DRY Pamplico SC 29583 72,675.00 102985520 DRY Columbus OH 43224 106,250.00 102985587 DRY Gwinn MI 49841 53,100.00 102985595 DRY Belle Xxxxxx PA 15012 154,400.00 102985603 DRY Jacksonville FL 32211 252,000.00 102985637 DRY Brooklyn NY 11219 319,120.00 102985660 DRY El Paso TX 79930 77,964.00 102985710 DRY Merrill WI 54452 46,200.00 102985728 DRY Saluda SC 29138 143,100.00 102985751 DRY Hagerstown MD 21740 138,000.00 102985769 DRY Glen Allen VA 23060 196,000.00 102985850 DRY Lake Oswego OR 97035 72,500.00 102985876 DRY Old Forge NY 13420 180,000.00 102985900 DRY Atlantic City NJ 08401 61,600.00 102985934 DRY Arlington WA 98223 155,840.00 102985959 DRY Neenah WI 54956 114,000.00 102985991 DRY Las Vegas NV 89120 157,000.00 102986007 DRY Kimball NE 69145 54,900.00 102986023 DRY North Richland Hills TX 76180 128,000.00 102986049 DRY Mount Union PA 17066 91,000.00 102986056 DRY Plant City FL 33566 178,750.00 102986072 DRY Durham NC 27713 111,750.00 102986114 DRY Pompano Beach FL 33060 58,000.00 102986155 DRY Coppell TX 75019 104,800.00 102986189 DRY Linden NJ 07036 261,000.00 102986221 DRY Ocala FL 34472 66,500.00 102986254 DRY Stone Mountain GA 30083 117,000.00 102986296 DRY Arlington TX 76017 113,000.00 102986304 DRY Omaha NE 68104 64,000.00 102986312 DRY Staten Island NY 10312 393,750.00 102986338 DRY Winchester VA 22603 160,000.00 102986346 DRY Fort Washington MD 20744 464,000.00 102986403 DRY Burlington KY 41005 159,400.00 102986437 DRY Detroit MI 48213 62,400.00 102986445 DRY Kissimmee FL 34758 105,000.00 102986478 DRY Vero Beach FL 32960 116,000.00 102986544 DRY Edinburgh IN 46124 87,300.00 102986569 DRY Kansas City KS 66109 112,100.00 102986577 DRY Orange City FL 32763 165,000.00 102986684 DRY Florissant MO 63033 99,840.00 102986692 DRY Opa Locka FL 33054 40,400.00 102986734 DRY Englishtown NJ 07726 159,750.00 102986759 DRY Cheverly MD 20785 245,000.00 102986882 DRY Lakeland FL 33815 89,500.00 102986890 DRY Canton OH 44705 63,000.00 102986908 DRY East Providence RI 02914 211,000.00 102986916 DRY Parkton MD 21120 434,700.00 102986957 DRY Plymouth NC 27962 111,350.00 102986981 DRY Parkville MD 21234 75,000.00 102987070 DRY Palm Coast FL 32164 222,000.00 102987153 DRY Mount Vernon NY 10550 269,500.00 102987179 DRY Poplar Bluff MO 63901 55,800.00 102987203 DRY Chicago IL 60617 139,500.00 102987237 DRY Saint Louis MO 63130 91,300.00 102987245 DRY Lauderhill FL 33319 120,000.00 102987260 DRY Bronx NY 10469 210,000.00 102987286 DRY Terre Haute IN 47802 54,900.00 102987302 DRY Uniondale NY 11553 195,000.00 102987310 DRY Providence RI 02904 220,000.00 102987328 DRY Xxxxxx Falls OH 44262 141,700.00 102987336 DRY Flagstaff AZ 86001 254,400.00 102987344 DRY Surfside FL 33154 309,600.00 102987377 DRY Bronx NY 10466 255,000.00 102987419 DRY Fort Mohave AZ 86426 315,000.00 102987427 DRY Old Bethpage NY 11804 500,000.00 102987435 DRY Utica NY 13501 51,000.00 102987542 DRY Alexandria KY 41001 101,250.00 102987567 DRY Miami FL 33190 210,400.00 102987575 DRY East Hartford CT 06108 80,000.00 102987583 DRY Arkansaw WI 54721 73,000.00 102987666 DRY Bellaire OH 43906 45,000.00 102987674 DRY Memphis TN 38116 93,600.00 102987716 DRY Waynesboro PA 17268 67,500.00 102987732 DRY Statesville NC 28625 61,200.00 102987799 DRY Racine WI 53405 111,150.00 102987856 DRY Philadelphia PA 19138 65,000.00 102987880 DRY Rochester NH 03868 156,000.00 102987898 DRY Brooklyn NY 11220 405,000.00 102987922 DRY Clayton NJ 08312 144,000.00 102987963 DRY Lake Ariel PA 18436 137,900.00 102987997 DRY Parkville MD 21234 138,125.00 102988045 DRY Lakeland FL 33813 336,000.00 102988052 DRY Mount Xxxxx NJ 08060 170,100.00 102988078 DRY Baltimore MD 21244 50,000.00 102988094 DRY Royal Palm Beach FL 33411 165,000.00 102988110 DRY Somerville MA 02143 374,500.00 102988144 DRY Cape Coral FL 33991 122,000.00 102988169 DRY Inkster MI 48141 50,150.00 102988185 DRY Champaign IL 61822 224,640.00 102988193 DRY Cleveland OH 44122 68,000.00 102988201 DRY Meriden CT 06451 136,500.00 102988235 DRY Middle River MD 21220 25,900.00 102988268 DRY Valdosta GA 31602 128,800.00 102988292 DRY Bothell WA 98021 200,000.00 102988326 DRY Scranton PA 18504 106,200.00 102988367 DRY Kannapolis NC 28081 186,000.00 102988383 DRY Chicago IL 60619 137,750.00 102988458 DRY Xxxxxx Beach NY 11414 620,000.00 102988482 DRY Dolton IL 60419 112,000.00 102988508 DRY East Haddam CT 06423 209,000.00 102988557 DRY Bernardsville NJ 07924 562,500.00 102988615 DRY Tampa FL 33607 127,500.00 102988698 DRY Okatie SC 29910 207,000.00 102988771 DRY White Plains MD 20695 300,000.00 102988797 DRY Naugatuck CT 06770 167,062.50 102988813 DRY Brooklyn NY 11208 248,000.00 102988839 DRY Bay Shore NY 11706 333,000.00 102988847 DRY Elkhorn City KY 41522 118,800.00 102988854 DRY Philadelphia PA 19143 54,000.00 102988920 DRY Brooklyn NY 11225 487,500.00 102988953 DRY Lake City FL 32025 40,300.00 102988979 DRY Columbia MO 65203 65,000.00 102989027 DRY Detroit MI 48204 65,800.00 102989043 DRY Lawndale CA 90260 132,000.00 102989076 DRY Roanoke VA 24014 116,800.00 102989225 DRY Spokane WA 99207 45,000.00 102989266 DRY Gloucester VA 23061 160,000.00 102989274 DRY Liberty NY 12754 125,000.00 102989282 DRY Richmond VA 23222 165,600.00 102989290 DRY Bronx NY 10469 340,000.00 102989308 DRY Baltimore MD 21244 204,000.00 102989324 DRY New Rochelle NY 10805 378,000.00 102989373 DRY Fenton MO 63026 126,675.00 102989456 DRY Oldsmar FL 34678 80,000.00 102989464 DRY Salem OR 97301 129,200.00 102989480 DRY Brooklyn NY 11236 460,000.00 102989514 DRY Brooklyn NY 11208 446,250.00 102989548 DRY Bay Shore NY 11706 337,250.00 102989571 DRY Cutchogue NY 11935 292,500.00 102989597 DRY Cambria Heights NY 11411 368,000.00 102989639 DRY Moyock NC 27958 151,250.00 102989670 DRY Elgin SC 29045 55,000.00 102989761 DRY Detroit MI 48234 82,500.00 102989779 DRY Eldon MO 65026 54,900.00 102989795 DRY Burlington NJ 08016 259,920.00 102989803 DRY Philadelphia PA 19125 125,000.00 102989829 DRY Saint Louis MO 63122 73,000.00 102989837 DRY Saratoga Springs NY 12866 152,000.00 102989886 XXX Xxxxxxxxxx XX 00000 95,000.00 102989936 DRY Westbury NY 11590 250,000.00 102989951 DRY The Dalles OR 97058 111,230.00 102989985 DRY Dunwoody GA 30338 276,000.00 102990033 DRY Wichita KS 67214 76,950.00 102990066 DRY Joanna SC 29351 57,800.00 102990090 DRY East Patchogue NY 11772 470,000.00 102990108 DRY Grand Prairie TX 75052 81,900.00 102990116 DRY Quitman GA 31643 55,811.00 102990165 DRY Ellwood City PA 16117 54,000.00 102990173 DRY Springfield OR 97478 50,000.00 102990215 DRY Milford PA 18337 90,000.00 102990231 DRY Lafayette LA 70506 115,600.00 102990249 DRY Barnett MO 65011 54,000.00 102990298 DRY Nashville TN 37211 294,000.00 102990322 DRY Sicklerville NJ 08081 334,900.00 102990371 DRY Chicago IL 60641 249,000.00 102990413 DRY Bay Shore NY 11706 370,000.00 102990421 DRY Baltimore MD 21214 50,000.00 102990454 DRY Queen Creek AZ 85242 510,000.00 102990462 DRY Franklinton NC 27525 176,000.00 102990488 DRY Central Islip NY 11722 275,000.00 102990512 DRY Saginaw MI 48609 28,200.00 102990561 DRY Binghamton NY 13903 66,075.00 102990595 DRY Decatur IL 62526 51,750.00 102990637 DRY Xxxxxxxx IL 60402 83,500.00 102990710 DRY Brooklyn NY 11216 162,000.00 102990728 DRY Brooklyn NY 11234 490,000.00 102990736 DRY Fredericktown MO 63645 40,000.00 102990793 DRY The Dalles OR 97058 90,000.00 102990819 DRY Jonesboro GA 30236 97,560.00 102990827 DRY Philadelphia PA 19115 62,984.86 102990835 DRY Virginia Beach VA 23456 313,200.00 102990843 DRY Cooperstown PA 16317 105,300.00 102990850 DRY South Bay FL 33493 70,000.00 102990892 DRY Hagerstown MD 21742 90,000.00 102990934 DRY Ormond Beach FL 32174 148,400.00 102990967 DRY Philadelphia PA 19138 40,000.00 102991007 DRY Terrebonne OR 97760 166,000.00 102991023 DRY Flanders NJ 07836 350,600.00 102991031 DRY Johnston RI 02919 102,500.00 102991049 DRY Dunn NC 28334 64,000.00 102991064 DRY Jacksonville AL 36265 245,000.00 102991098 DRY Bessemer AL 35020 87,500.00 102991106 DRY Fanwood NJ 07023 69,255.00 102991155 DRY Ocala FL 34475 75,000.00 102991205 DRY University City MO 63130 66,000.00 102991221 DRY Saint Petersburg FL 33712 97,750.00 102991239 DRY Prineville OR 97754 97,200.00 102991247 DRY Gastonia NC 28054 112,500.00 102991304 DRY Lynn MA 01902 187,000.00 102991346 DRY Louisville KY 40205 172,500.00 102991361 DRY Mahopac NY 10541 176,000.00 102991379 DRY Bronx NY 10467 421,000.00 102991395 DRY Towson MD 21286 199,200.00 102991478 DRY Jacksonville NC 28540 85,000.00 102991619 DRY Chicago IL 60619 236,250.00 102991627 DRY Wyandotte MI 48192 100,125.00 102991668 DRY Danville VA 24540 78,300.00 102991676 DRY Stockbridge GA 30281 157,500.00 102991767 DRY Palm Harbor FL 34683 28,400.00 102991882 DRY Saylorsburg PA 18353 297,000.00 102992013 DRY Junction City KS 66441 42,000.00 102992039 DRY Orlando FL 32828 312,000.00 102992062 DRY Providence Forge VA 23140 116,000.00 102992146 DRY New Castle DE 19720 102,000.00 102992153 DRY Norwich CT 06360 208,800.00 102992179 DRY Orlando FL 32818 204,000.00 102992187 DRY Fairburn GA 30213 118,000.00 102992195 DRY New Hyde Park NY 11040 50,000.00 102992211 DRY Virginia Garden FL 33166 145,000.00 102992252 DRY Columbus OH 43223 40,000.00 102992286 DRY Meridian ID 83642 90,000.00 102992443 DRY Cavour WI 54511 117,000.00 102992468 DRY Hialeah FL 33012 155,250.00 102992518 DRY Holbrook NY 11741 242,000.00 102992641 DRY Mcdonough GA 30253 79,920.00 102992658 DRY Pensacola FL 32506 124,200.00 102992831 DRY East Rockaway NY 11518 340,000.00 102992856 DRY Mechanicsville MD 20659 93,000.00 102992971 DRY Cincinnati OH 45243 577,000.00 102993045 DRY Prescott Valley AZ 86314 112,000.00 102993227 XXX Xxxxxxxx XX 00000 84,600.00 102993540 DRY Tucson AZ 85742 216,000.00 102993557 DRY Indio CA 92201 243,750.00 102993722 DRY Saint Xxxxxxx MO 63303 175,380.00 102993888 DRY Redlands CA 92373 311,000.00 102994290 DRY Daytona Beach FL 32114 67,200.00 102994746 DRY Chicago IL 60628 110,500.00 102996659 DRY Pompano Beach FL 33076 193,500.00 102997442 DRY Fort Lauderdale FL 33351 198,000.00 102997657 DRY Chapel Hill NC 27516 201,600.00 102997947 DRY Valley Stream NY 11581 553,500.00 102998275 DRY Florence AZ 85232 103,500.00 102998499 DRY Camden NJ 08103 52,000.00 102998655 DRY Mount Vernon NY 10550 325,000.00 102999182 DRY Madison WI 53711 52,652.00 102999331 DRY Pantego NC 27860 128,000.00 102999489 DRY Chandler AZ 85224 179,500.00 102999588 DRY Forestville MD 20747 144,000.00 103000311 DRY Hampton VA 23664 88,800.00 103000360 DRY Hanson MA 02341 40,000.00 103000535 DRY Richmond Hill NY 11418 82,000.00 103000592 DRY Stone Mountain GA 30083 69,000.00 103001228 DRY Roseburg OR 97470 165,000.00 103001319 DRY Bowie MD 20715 262,250.00 103001715 DRY Sound Beach NY 11789 188,000.00 103002804 DRY Pittsburgh PA 15239 125,400.00 103003976 DRY Jacksonville FL 32221 108,750.00 103005245 DRY Roosevelt NY 11575 365,500.00 103005880 DRY Tucson AZ 85716 30,000.00 103006391 DRY Pensacola FL 32507 40,000.00 103006656 DRY Hialeah FL 33016 127,500.00 103007720 DRY Dorchester MA 02125 464,000.00 103007761 DRY Bronx NY 10453 363,000.00 103007811 DRY Lithia FL 33547 157,250.00 103007845 DRY Belle Glade FL 33430 76,000.00 103008157 DRY Brodhead WI 53520 102,000.00 103008298 DRY Walnutport PA 18088 243,100.00 103009049 DRY Detroit MI 48228 96,728.00 103009130 DRY East Xxxx WI 53120 40,651.20 103009213 DRY Wilmington NC 28403 62,000.00 103009445 DRY Minneapolis MN 55405 85,000.00 103010229 DRY Chestnut Hill Township PA 18330 191,250.00 103010419 DRY Brooklyn NY 11221 340,000.00 103010484 DRY Beaver Falls PA 15010 76,000.00 103010666 DRY Lawrence NY 11559 391,000.00 103010690 DRY Hempstead NY 11550 315,000.00 103010799 DRY Huntington Station NY 11746 335,000.00 103011144 DRY Lower Xxxxxxx PA 15068 365,000.00 103011169 DRY Sykesville MD 21784 125,000.00 103011201 DRY Philadelphia PA 19138 50,000.00 103011516 DRY Bay Shore NY 11706 333,000.00 103012001 DRY Lynn MA 01902 382,400.00 103012266 DRY Montfort WI 53569 110,000.00 103012480 DRY Gainesville FL 32609 76,500.00 103012548 DRY Philadelphia PA 19143 78,000.00 103012654 DRY Galena KS 66739 77,900.00 103012696 DRY Buffalo NY 14206 64,000.00 103012944 DRY Saint Xxxxxxx MO 63301 135,000.00 103013157 DRY Newark NJ 07105 580,000.00 103013264 DRY Brockton MA 02301 40,000.00 103013728 DRY Missouri City TX 77489 89,600.00 103013751 DRY Hammonton NJ 08037 156,750.00 103013801 DRY Chandler AZ 85248 240,000.00 103013835 DRY Canton NC 28716 130,000.00 103014031 DRY Brooklyn NY 11233 212,000.00 103014239 DRY Brooklyn NY 11234 330,000.00 103014247 DRY Port Charlotte FL 33980 232,700.00 103014387 DRY Brodheadsville PA 18322 147,000.00 103014825 DRY Sedalia MO 65301 49,500.00 103014882 DRY Melville NY 11747 700,000.00 103015129 DRY East Orange NJ 07017 178,200.00 103015152 DRY Springfield Gardens NY 11413 322,500.00 103015210 DRY Shreveport LA 71103 45,000.00 103015277 DRY Hackensack NJ 07601 376,000.00 103015475 DRY Owings Mills MD 21117 235,000.00 103015525 DRY Hatboro PA 19040 247,000.00 103015590 DRY St Louis MO 63136 62,100.00 103015624 DRY Springfield OH 45504 131,000.00 103015723 DRY Hialeah FL 33014 200,000.00 103015731 DRY Cazenovia NY 13035 76,950.00 103015798 DRY Brooklyn NY 11234 390,000.00 103015822 DRY Brooklyn NY 11237 393,750.00 103015889 DRY Sarona WI 54870 100,300.00 103015905 DRY Central Islip NY 11722 251,750.00 103015913 DRY Holbrook AZ 86025 78,000.00 103015996 DRY Brooklyn NY 11212 385,000.00 103016119 DRY Miramar FL 33023 205,000.00 103016390 DRY Cheswick PA 15024 85,000.00 103016499 DRY Supply NC 28462 50,000.00 103016713 XXX Xxxxxxxx Xxxx XX 00000 120,600.00 103016721 DRY Cleveland OH 44111 88,000.00 103016788 DRY Lauderhill FL 33313 107,000.00 103016846 DRY Massapequa Park NY 11762 375,000.00 103016887 DRY Miami FL 33174 200,000.00 103017018 DRY Weldon NC 27890 48,000.00 103017067 DRY Casa Grande AZ 85222 101,300.00 103017190 DRY El Paso TX 79927 69,580.00 103017349 DRY Vero Beach FL 32967 219,000.00 103017364 DRY Pembroke Pines FL 33029 227,000.00 103017372 DRY Tampa FL 33607 153,850.00 103017398 DRY Central Islip NY 11722 70,000.00 103017406 DRY Islip NY 11751 303,000.00 103017448 DRY Cambridge MD 21613 97,500.00 103017497 DRY Brooklyn NY 11212 97,500.00 103017505 DRY Palestine TX 75803 94,500.00 103017513 DRY Lake Kiowa TX 76240 133,000.00 103017562 DRY Eau Claire WI 54701 130,500.00 103017570 DRY Harvey IL 60426 81,600.00 103017596 DRY Fort Mc Xxx FL 32134 103,500.00 103017661 DRY Roanoke VA 24017 40,000.00 103017737 DRY Detroit MI 48227 58,100.00 103017810 DRY Xxxxxx Barre PA 18705 43,500.00 103017901 DRY Brooklyn NY 11216 360,000.00 103017919 DRY Middletown VA 22645 175,000.00 103017935 DRY Cortland NY 13045 52,500.00 103017943 DRY Hampton VA 23666 234,000.00 103017992 DRY Long Island City NY 11106 660,000.00 103018040 DRY Westfield NJ 07090 143,000.00 103018081 DRY Grand Rapids MI 49507 68,000.00 103018107 DRY Clearwater FL 33755 114,000.00 103018149 DRY Bethany OK 73008 55,360.00 103018180 DRY Collinsville TX 76233 84,000.00 103018206 DRY Vernon NJ 07462 210,000.00 103018230 DRY Raceland LA 70394 72,200.00 103018263 DRY Altoona PA 16601 41,400.00 103018271 DRY Jamaica NY 11435 150,000.00 103018313 DRY Carolina Beach NC 28428 200,000.00 103018321 DRY Delta OH 43515 89,700.00 103018354 DRY Independence MO 64052 52,500.00 103018362 DRY Ellenville NY 12428 151,050.00 103018370 DRY Naples FL 34109 444,500.00 103018388 DRY Queens Village NY 11429 374,000.00 103018420 DRY Daytona Beach FL 32118 80,000.00 103018446 DRY Jacksonville FL 32221 25,000.00 103018453 DRY Jacksonville FL 32217 88,000.00 103018479 DRY Jacksonville FL 32205 102,400.00 103018487 DRY Sterling IL 61081 105,930.00 103018495 DRY Buffalo NY 14216 70,500.00 103018529 XXX Xx. Xxxxxx XX 00000 165,000.00 103018545 DRY Miami FL 33016 742,500.00 103018578 DRY Miami FL 33142 140,200.00 103018594 DRY Ashland City TN 37015 82,500.00 103018628 DRY Lanham MD 20706 188,000.00 103018669 DRY Brentwood NH 03833 90,000.00 103018677 DRY Xxxx Camp MO 65325 76,300.00 103018685 DRY Hamden CT 06514 50,000.00 103018701 DRY Ridge NY 11961 80,000.00 103018735 DRY West Xxxxxxxx NJ 07006 393,785.00 103018743 DRY Lees Summit MO 64086 162,000.00 103018776 DRY Bagdad KY 40003 103,950.00 103018818 DRY Wappingers Falls NY 12590 316,000.00 103018826 DRY Indianapolis IN 46227 79,000.00 103018834 DRY Dacula GA 30019 247,500.00 103018842 DRY Pensacola FL 32534 156,000.00 103018909 DRY Berne NY 12023 138,000.00 103018958 DRY Jacksonville FL 32221 78,400.00 103018966 DRY Warrensburg NY 12885 60,000.00 103018974 DRY Plano TX 75023 135,500.00 103018982 DRY Tipton IN 46072 81,900.00 103019055 DRY Milton FL 32570 65,000.00 103019071 DRY Hendersonville NC 28791 88,000.00 103019089 DRY Port Jefferson Station NY 11776 315,000.00 103019097 DRY Cincinnati OH 45237 80,000.00 103019105 DRY Pensacola FL 32507 47,000.00 103019113 DRY Lehigh Acre FL 33936 125,000.00 103019121 DRY Brick NJ 08724 80,000.00 103019139 DRY Far Rockaway NY 11691 333,750.00 103019154 DRY Queens Village NY 11429 392,000.00 103019162 DRY Newark NJ 07114 294,500.00 103019170 DRY Pompano Beach FL 33060 108,000.00 103019188 DRY Palm Bay FL 32905 91,500.00 103019196 DRY Red Hook NY 12571 172,500.00 103019212 DRY Chattanooga TN 37404 48,700.00 103019220 DRY Raleigh NC 27610 238,000.00 103019238 DRY Greenwich NJ 08323 286,450.00 103019261 DRY Bellmore NY 11710 108,000.00 103019279 DRY Bullhead City AZ 86442 184,230.00 103019287 DRY Daytona Beach FL 32114 105,000.00 103019329 DRY Raleigh NC 27610 238,000.00 103019345 DRY Conshohocken PA 19428 190,000.00 103019360 DRY Brooklyn NY 11212 300,000.00 103019394 DRY Miami FL 33183 127,500.00 103019444 DRY New Bern NC 28562 126,560.00 103019451 DRY Queens Village NY 11429 360,000.00 103019485 DRY Hertford NC 27944 138,000.00 103019493 DRY Trenton NJ 08611 78,000.00 103019501 DRY Coraopolis PA 15108 90,000.00 103019519 DRY Ridgewood NY 11385 200,000.00 103019535 DRY Philadelphia PA 19145 65,450.00 103019550 DRY Plainfield CT 06374 104,000.00 103019576 DRY Bronx NY 10469 509,850.00 103019584 DRY Middletown PA 17057 169,900.00 103019592 DRY Neptune NJ 07753 72,400.00 103019600 DRY Xxxxxxxxx NJ 08012 153,750.00 103019618 DRY South Daytona FL 32119 111,000.00 103019626 DRY Amityville NY 11701 171,000.00 103019634 DRY Macon GA 31220 107,200.00 103019659 DRY Kissimmee FL 34759 134,000.00 103019675 DRY Sicklerville NJ 08081 163,115.00 103019691 DRY Fall River WI 53932 208,250.00 103019725 DRY Stratford CT 06615 155,000.00 103019741 DRY Norristown PA 19401 120,000.00 103019758 DRY Evansville IN 47712 82,100.00 103019774 DRY Pelham NC 27311 90,000.00 103019816 DRY Pocomoke City MD 21851 150,000.00 103019824 DRY North Xxxxxxx CT 06256 100,000.00 103019832 DRY Highlands FL 33852 114,300.00 103019840 DRY Brooklyn NY 11216 90,000.00 103019857 DRY Corinth NY 12822 125,000.00 103019865 DRY Las Vegas NV 89117 374,000.00 103019899 DRY Brooklyn NY 11233 477,500.00 103019907 DRY Brooklyn NY 11222 585,000.00 103019915 DRY Brooklyn NY 11207 239,000.00 103019923 DRY Jamaica NY 11436 452,000.00 103019931 DRY Mount Vernon NY 10553 460,000.00 103019949 DRY Pensacola FL 32514 57,750.00 103019972 DRY Brooklyn NY 11207 262,500.00 103019998 DRY Copiague NY 11726 281,250.00 103020004 DRY Ronkonkoma NY 11779 145,000.00 103020020 DRY Portsmouth OH 45662 50,000.00 103020038 DRY Decatur IL 62521 42,500.00 103020046 DRY Sylmar CA 91342 317,625.00 103020053 DRY Rockford IL 61114 140,250.00 103020061 DRY Saint Xxxxxxx WI 53235 130,900.00 103020079 DRY Kelso WA 98626 207,000.00 103020095 DRY Tampa FL 33610 90,000.00 103020129 DRY Panama City FL 32413 170,600.00 000000000 XXX Xxxxxxx XX 00000 273,700.00 103020178 DRY Harvey IL 60426 42,000.00 103020186 DRY Xxxxxxx Springs PA 19425 380,000.00 103020194 DRY Philadelphia PA 19119 275,400.00 103020202 DRY Bakersfield CA 93313 194,800.00 103020228 DRY Hialeah FL 33016 228,000.00 103020236 DRY Baltimore MD 21218 89,500.00 103020244 DRY Mill Spring NC 28756 114,880.00 103020251 DRY Herndon VA 20170 222,000.00 103020269 DRY Miami FL 33179 200,000.00 103020277 DRY Rochester NY 14606 115,200.00 103020319 DRY Eugene OR 97404 112,000.00 103020335 DRY Benld IL 62009 82,500.00 103020343 DRY Lakeside AZ 85929 40,000.00 103020350 DRY Winston Salem NC 27105 101,250.00 103020384 DRY Torrance CA 90504 259,000.00 103020392 DRY Xxxxxx NC 28333 70,000.00 103020400 DRY Cambria Heights NY 11411 215,000.00 103020418 DRY Kingston WA 98346 223,650.00 103020426 DRY Bowling Green MO 63334 71,120.00 103020459 DRY Corning NY 14830 54,000.00 103020467 DRY Delta PA 17314 116,500.00 103020475 DRY Dundalk MD 21222 94,250.00 103020483 DRY El Paso TX 79924 73,600.00 103020491 DRY Jacksonville FL 32208 98,200.00 103020525 DRY Monroe NC 28110 76,800.00 103020533 DRY Oviedo FL 32765 101,500.00 103020558 DRY Independence MO 64055 107,200.00 103020566 DRY Kansas City MO 64119 73,200.00 103020574 DRY Auburn ME 04210 124,000.00 103020582 DRY Branson MO 65616 200,000.00 103020590 DRY Norfolk VA 23523 40,000.00 103020608 DRY Minden LA 71055 157,500.00 103020616 DRY Gloversville NY 12078 52,500.00 103020624 DRY Hampshire IL 60140 378,750.00 103020632 DRY Merchantville NJ 08109 178,500.00 103020640 DRY Brooklyn NY 11221 450,000.00 103020657 DRY Glen Cove NY 11542 398,000.00 103020665 DRY Huntington Station NY 11746 361,000.00 103020673 DRY Bay Shore NY 11706 310,000.00 103020681 DRY South Richmond Hill NY 11419 414,000.00 103020699 DRY Valley Stream NY 11580 487,500.00 103020723 DRY Johnstown NY 12095 64,000.00 103020749 DRY Medina OH 44256 226,750.00 103020764 DRY Belton SC 29627 50,400.00 103020780 DRY Lynn MA 01905 102,600.00 103020798 DRY Orlando FL 32809 141,000.00 103020814 DRY Laurel MD 20707 187,000.00 103020822 DRY Brooklyn NY 11236 380,000.00 103020830 DRY Middleboro MA 02346 280,000.00 103020848 DRY Hempstead NY 11550 270,000.00 103020871 DRY Darby PA 19023 81,600.00 103020889 DRY Philadelphia PA 19124 112,000.00 103020913 DRY Brooklyn NY 11217 351,000.00 103020921 DRY Xxxxx NY 12190 112,000.00 103020939 DRY Bristol VA 24201 106,165.00 103020947 DRY Schenectady NY 12307 106,382.00 103020954 DRY Margate FL 33063 316,200.00 103020970 DRY Lehigh Acres FL 33971 202,500.00 103020988 DRY Savannah GA 31406 86,800.00 103021002 DRY Alsip IL 60803 192,000.00 103021010 DRY Bethel CT 06801 165,000.00 103021028 DRY Rock Hill NY 12775 72,800.00 103021051 DRY Albuquerque NM 87111 53,500.00 103021069 DRY Statesville NC 28625 144,400.00 103021077 DRY Sartell MN 56377 120,250.00 103021085 DRY Bethesda MD 20817 57,000.00 103021093 DRY Columbus OH 43232 54,000.00 103021101 DRY Water View VA 23180 70,000.00 103021135 DRY North Providence RI 02911 248,500.00 103021143 DRY Perryopolis PA 15473 40,000.00 103021150 DRY Rockingham NC 28379 67,500.00 103021192 DRY Bronx NY 10452 357,000.00 103021200 DRY Gastonia NC 28056 112,500.00 103021226 DRY Lanham MD 20706 242,970.00 103021259 DRY Pottstown PA 19464 103,000.00 103021267 DRY Camano Island WA 98282 312,120.00 103021275 DRY Chicago IL 60612 130,000.00 103021283 DRY Iselin NJ 08830 360,000.00 103021291 DRY Blue Springs MO 64015 111,150.00 103021317 DRY Copiague NY 11726 382,500.00 103021325 DRY Miami FL 33126 144,000.00 103021333 DRY Township Of Bloomfield NJ 07003 167,250.00 103021341 DRY Silverton OR 97381 151,902.00 103021358 DRY Uniondale NY 11553 328,000.00 103021382 DRY Roseville MN 55113 242,250.00 103021390 DRY Washoe City NV 89704 336,200.00 103021408 DRY Sparks NV 89431 138,500.00 103021432 DRY Greensburg PA 15601 50,000.00 103021440 DRY Olympia Fields IL 60461 262,500.00 103021457 DRY Wellston OH 45692 124,800.00 103021465 DRY Bel Air MD 21015 197,000.00 103021473 DRY Rocky Mount NC 27804 79,000.00 103021481 DRY Powder Springs GA 30127 144,000.00 103021499 DRY Pleasantville NJ 08232 146,550.00 103021515 DRY Whiteville NC 28472 74,100.00 103021549 DRY Xxxxxx NC 28539 263,000.00 103021556 DRY Ridgely MD 21660 146,880.00 103021572 DRY Columbia MD 21044 117,500.00 103021580 DRY Bradenton FL 34205 43,738.00 103021598 DRY Holmes NY 12531 120,500.00 103021614 DRY Secane PA 19018 168,000.00 103021630 DRY Chicago IL 60617 112,000.00 103021655 DRY Southwick MA 01077 275,200.00 103021663 DRY South Richmond Hill NY 11419 401,475.00 103021671 DRY Chicago IL 60628 133,000.00 103021697 DRY Bridgeton NJ 08302 85,000.00 103021705 DRY Titusville FL 32780 130,000.00 103021713 DRY Herminie PA 15637 40,800.00 103021721 DRY Richmond Heights OH 44143 141,300.00 103021754 DRY Marble NC 28905 67,754.00 103021762 DRY Brooklyn NY 11233 320,000.00 103021770 DRY Columbia MO 65203 72,000.00 103021788 DRY Elton LA 70532 81,000.00 103021796 DRY Newark NJ 07104 66,600.00 103021804 DRY New Market TN 37820 114,750.00 103021812 DRY Las Vegas NV 89121 170,000.00 103021820 DRY Clayton NJ 08312 180,000.00 103021838 DRY South Ozone Park NY 11419 468,000.00 103021846 DRY Granite City IL 62040 44,800.00 103021853 DRY Flushing NY 11377 145,000.00 103021861 DRY Lansing IL 60438 76,000.00 103021879 DRY Philadelphia PA 19116 50,000.00 103021895 DRY Danville VA 24540 109,600.00 103021903 DRY Stoneham MA 02180 208,000.00 103021929 DRY Pahrump NV 89048 214,000.00 103021937 DRY Lancaster PA 17602 66,400.00 103021945 DRY Fredericksburg VA 22407 600,000.00 103021952 DRY Pensacola FL 32526 41,000.00 103021960 DRY Mc Keesport PA 15135 70,200.00 103021978 DRY Deltona FL 32725 93,000.00 103021986 DRY Middle Village NY 11379 406,000.00 103021994 DRY Atlanta GA 30310 186,666.00 103022000 DRY Saint Louis MO 63114 70,500.00 103022026 DRY Arlington TX 76017 180,000.00 103022042 DRY Columbus GA 31907 64,800.00 103022059 DRY Connoquenessing PA 16027 184,000.00 103022067 DRY Conyers GA 30012 88,350.00 103022075 DRY Xxxxxxxxx Heights MD 21090 125,000.00 103022109 DRY Hull MA 02045 255,500.00 103022117 DRY Virginia Beach VA 23454 220,000.00 103022125 DRY Pensacola FL 32505 66,000.00 103022133 DRY Hammonton NJ 08037 125,000.00 103022158 DRY New Cumberland PA 17070 70,980.00 103022174 DRY Northport NY 11768 243,000.00 103022182 DRY Silver Spring MD 20905 256,000.00 103022208 DRY Port St Lucie FL 34953 50,350.00 103022224 DRY Pensacola FL 32514 108,500.00 103022232 DRY Reston VA 20191 145,000.00 103022240 DRY Florissant MO 63033 89,250.00 103022257 DRY Millersville MD 21108 150,000.00 103022265 DRY Philadelphia PA 19133 40,000.00 103022273 DRY Chicago IL 60621 152,000.00 103022281 DRY Chicago IL 60639 202,300.00 103022299 DRY Ocala FL 34472 60,000.00 103022315 DRY Monroe MI 48162 105,000.00 103022323 DRY Independence KY 41051 41,905.00 103022331 DRY Portland OR 97202 150,000.00 103022349 DRY Indian Trail NC 28079 160,000.00 103022356 DRY Phoenix MD 21131 218,000.00 103022372 DRY Kalkaska MI 49646 97,000.00 103022380 DRY Columbus OH 43211 68,000.00 103022406 DRY Detroit MI 48228 52,000.00 103022430 DRY Cherry Hill NJ 08003 332,000.00 103022448 DRY Saratoga Springs NY 12866 52,961.00 103022455 DRY Durand WI 54736 130,500.00 103022463 DRY Las Vegas NV 89110 55,000.00 103022471 DRY East Orange NJ 07017 25,000.00 103022489 DRY Las Vegas NV 89129 346,000.00 103022497 DRY Glendale AZ 85303 122,850.00 103022505 DRY Joliet IL 60432 148,000.00 103022513 DRY Atlanta GA 30310 250,000.00 103022521 DRY Wilmington NC 28403 102,200.00 103022539 DRY Kissimmee FL 34758 206,400.00 103022547 DRY Detroit MI 48223 56,000.00 103022554 DRY Cass City MI 48726 87,800.00 103022562 DRY Norristown PA 19401 109,200.00 103022588 DRY Fort Xxxxx FL 33912 229,500.00 103022604 DRY Pelham NH 03076 420,000.00 103022612 DRY East Greenbush NY 12061 128,000.00 103022638 DRY Los Fresnos TX 78566 40,400.00 103022653 DRY Winston-Salem NC 27107 99,920.00 103022695 DRY Baltimore MD 21206 25,100.00 103022703 DRY Streamwood IL 60107 168,000.00 103022711 DRY Brentwood NY 11717 324,000.00 103022729 DRY Schenectady NY 12303 119,920.00 103022760 DRY Baltimore MD 21207 136,000.00 103022786 DRY Bowie MD 20715 210,000.00 103022794 DRY Seatonville IL 61359 41,480.00 103022802 DRY Chesapeake VA 23320 98,800.00 103022810 DRY Earlville NY 13332 142,000.00 103022828 DRY Lugoff SC 29078 319,500.00 103022836 DRY Taylorsville GA 30178 91,840.00 103022844 DRY Brentwood NY 11717 245,000.00 103022851 DRY Altona NY 12910 57,600.00 103022877 DRY South Ozone Park NY 11436 239,440.00 103022893 DRY Dallas TX 75215 50,000.00 103022919 DRY Apopka FL 32712 64,500.00 103022927 DRY Carson City NV 89701 189,000.00 103022943 DRY Raleigh NC 27613 130,400.00 103022950 DRY Boynton Beach FL 33435 40,000.00 103022968 DRY Chicago IL 60637 127,800.00 103022976 DRY Philadelphia PA 19154 83,800.00 103022992 DRY Roosevelt NY 11575 45,000.00 103023008 DRY Dorchester MA 02124 388,500.00 103023016 DRY Panama City Beach FL 32407 202,500.00 103023024 DRY Elmont NY 11003 198,000.00 103023040 DRY Greensboro NC 27406 73,950.00 103023081 DRY Baltimore MD 21201 123,760.00 103023099 DRY Philadelphia PA 19124 59,250.00 103023107 DRY Umatilla FL 32784 144,000.00 103023115 DRY Jacksonville FL 32205 60,000.00 103023123 DRY Milwaukee WI 53218 87,000.00 103023131 DRY Paterson NJ 07501 176,250.00 103023149 DRY Shreveport LA 71108 89,500.00 103023156 DRY Hastings MI 49058 130,050.00 103023172 DRY Allentown PA 18109 112,000.00 103023206 XXX Xxxx Xxxx Xxxxx XX 00000 231,000.00 103023214 DRY Hertford NC 27944 140,000.00 103023230 DRY Akron OH 44307 55,200.00 103023248 DRY Sanford FL 32771 125,775.00 103023255 DRY Brooklyn NY 11233 467,000.00 103023263 DRY Conyers GA 30012 103,200.00 103023297 DRY Mount Vernon NY 10553 366,000.00 103023313 DRY Belton SC 29627 55,000.00 103023354 DRY Fort Washington MD 20744 50,000.00 103023370 DRY Lake Worth FL 33461 145,500.00 103023388 DRY Emporia VA 23847 51,000.00 103023396 DRY Port Chester NY 10573 436,000.00 103023404 DRY Maricopa AZ 85239 129,000.00 103023412 DRY Franklin Square NY 11010 438,750.00 103023420 DRY Greenville SC 29611 77,350.00 103023446 DRY Jacksonville FL 32208 70,550.00 103023453 DRY Newport News VA 23608 135,000.00 103023461 DRY Meriden CT 06450 147,000.00 103023479 DRY Jacksonville FL 32254 78,200.00 103023487 DRY Battlefield MO 65619 25,000.00 103023495 DRY Daytona Beach FL 32118 180,000.00 103023511 DRY West Haven CT 06516 193,500.00 103023529 DRY Young Xxxxxx GA 30582 131,600.00 103023537 DRY Stephentown NY 12168 176,500.00 103023545 DRY Hartford CT 06114 229,500.00 103023552 DRY Philadelphia PA 19138 54,000.00 103023560 DRY Baltimore MD 21239 40,000.00 103023578 DRY Miami FL 33177 92,500.00 103023586 DRY Fairborn OH 45324 90,915.00 103023594 DRY Toms River NJ 08753 301,141.75 103023602 DRY Philadelphia PA 19114 150,000.00 103023628 DRY Las Vegas NV 89107 75,700.00 103023644 DRY Tulare CA 93274 148,000.00 103023651 DRY Wilmington NC 28403 432,000.00 103023669 DRY Chesapeake VA 23323 45,564.00 103023693 DRY Jacksonville FL 32216 69,000.00 103023743 DRY Metter GA 30439 200,600.00 103023750 DRY Hoboken NJ 07030 232,500.00 103023768 DRY Philadelphia PA 19151 115,200.00 103023776 DRY Philadelphia PA 19145 137,000.00 103023792 DRY Township Of Clinton NJ 08833 307,500.00 103023800 DRY Boone NC 28607 135,000.00 103023826 DRY Brooklyn NY 11234 205,000.00 103023834 DRY Lehigh Acres FL 33971 122,000.00 103023842 DRY Saint Louis MO 63134 54,000.00 103023859 DRY Knoxville TN 37923 76,000.00 103023867 DRY Polk City FL 33868 105,000.00 103023883 DRY Pelham NH 03076 190,775.00 103023891 DRY Durango CO 81301 241,800.00 103023917 DRY Newberry SC 29108 46,750.00 103023925 DRY Chicago IL 60626 183,750.00 103023933 DRY Jamaica NY 11434 339,000.00 103023941 DRY Miami FL 33169 154,380.00 103023958 DRY Philadelphia PA 19141 61,200.00 103023966 DRY Fort Worth TX 76119 56,250.00 103023974 DRY Hollywood FL 33023 101,200.00 103023982 DRY Brooklyn NY 11236 355,500.00 103023990 DRY Jersey City NJ 07304 310,000.00 103024006 DRY Tampa FL 33616 65,500.00 103024014 DRY Haslett MI 48840 160,000.00 103024022 DRY West Chester PA 19380 158,000.00 103024055 DRY Syracuse NY 13224 62,100.00 103024063 DRY Waynesville OH 45068 101,600.00 103024097 DRY Tulsa OK 74127 110,000.00 103024105 DRY Hebron MD 21830 182,000.00 103024154 DRY Greenville SC 29609 76,440.00 103024162 DRY Shalimar FL 32579 67,700.00 103024170 DRY Frederick MD 21703 250,200.00 103024188 DRY Thornville OH 43076 132,000.00 103024204 DRY Chicago IL 60651 113,000.00 103024212 DRY Brentwood NY 11717 210,000.00 103024220 DRY Warren MI 48089 90,225.00 103024253 DRY Port Charlotte FL 33952 77,000.00 103024287 DRY Springfield Gardens NY 11413 305,000.00 103024295 DRY Tarentum PA 15084 91,200.00 103024337 DRY Kew Gardens NY 11415 386,000.00 103024352 DRY Hinckley OH 44233 160,600.00 103024394 DRY Belleville Township NJ 07109 217,750.00 103024402 DRY Middletown NY 10940 188,000.00 103024410 DRY Chicago IL 60609 222,000.00 103024444 DRY Tacoma WA 98444 171,090.00 103024477 DRY St Louis MO 63137 55,900.00 103024485 DRY Brooklyn NY 11208 350,000.00 103024493 DRY Patchogue NY 11772 125,000.00 103024501 DRY Cheverly MD 20785 165,000.00 103024527 DRY Hyattsville MD 20781 165,000.00 103024535 DRY Long Beach CA 90813 280,000.00 103024543 DRY Brooklyn NY 11206 407,500.00 103024550 DRY Madison WI 53704 141,865.00 103024568 DRY Xxxxxx Xxxx VA 22546 129,000.00 103024576 DRY Belgrade MT 59714 200,000.00 103024584 DRY Lakewood OH 44107 95,000.00 103024592 DRY Annapolis MD 21409 30,000.00 103024618 DRY Miami FL 33186 324,000.00 103024626 DRY Waynesville NC 28786 138,000.00 103024659 DRY Eight Mile AL 36613 72,800.00 103024667 DRY Parkville MD 21234 140,000.00 103024675 DRY Teaneck NJ 07666 367,500.00 103024683 DRY Denver CO 80205 105,140.00 103024725 DRY Pahokee FL 33476 88,000.00 103024733 DRY Milwaukee WI 53223 95,000.00 103024741 DRY Merrick NY 11566 70,000.00 103024758 DRY Old Town FL 32680 200,250.00 103024766 DRY Suffield CT 06078 197,400.00 103024790 DRY Sugar Grove PA 16350 43,000.00 103024824 DRY Queens Village NY 11428 220,000.00 103024832 DRY Altoona PA 16602 55,000.00 103024865 DRY Auburn WA 98092 219,810.00 103024873 DRY Far Rockaway NY 11691 350,000.00 103024899 DRY Mesa AZ 85204 235,000.00 103024907 DRY Paterson NJ 07503 155,940.00 103024923 DRY Newark DE 19713 112,000.00 103024931 DRY Jacksonville FL 32246 96,000.00 103024980 DRY Xxxxxx NY 11423 399,500.00 103025003 DRY Tampa FL 33603 210,000.00 103025011 DRY Fredericksburg VA 22407 296,100.00 103025037 DRY Xxxxxx NY 14532 77,400.00 103025045 DRY West Monroe NY 13167 102,900.00 103025060 DRY Bronx NY 10465 364,500.00 103025078 DRY Tobyhanna PA 18466 150,000.00 103025086 DRY Tarpon Springs FL 34689 50,000.00 103025110 DRY Aiken SC 29801 75,600.00 103025128 DRY Fitchburg MA 01420 105,840.00 103025136 DRY Newport News VA 23602 95,115.00 103025144 DRY Bradenton Beach FL 34217 185,000.00 103025151 DRY Thousand Oaks CA 91360 159,000.00 103025177 DRY Upper Darby PA 19082 87,500.00 103025185 DRY Mound Valley KS 67354 27,200.00 103025193 DRY Huntington Station NY 11746 300,000.00 103025227 DRY Chicago IL 60636 118,150.00 103025268 DRY Xxxxxx Beach NY 11414 335,000.00 103025276 DRY Mansfield TX 76063 252,000.00 103025284 DRY Xxxxxx Port MA 02639 120,000.00 103025292 DRY Redford MI 48240 107,996.00 103025300 DRY New Canton VA 23123 109,600.00 103025326 DRY Hampton GA 30228 98,000.00 103025342 DRY Jamaica NY 11435 120,000.00 103025359 DRY New Britain CT 06053 150,300.00 103025391 DRY Bronx NY 10473 440,000.00 103025417 DRY Benson MN 56215 71,000.00 103025441 DRY Palm Bay FL 32909 75,000.00 103025458 DRY Bloomfield CT 06002 136,800.00 103025474 DRY Branson MO 65616 71,250.00 103025482 DRY Manchester CT 06040 51,500.00 103025490 DRY Norfolk VA 23503 69,900.00 103025508 DRY Delray Beach FL 33446 50,000.00 103025516 DRY Sierra Vista AZ 85635 153,540.00 103025524 DRY Columbia Station OH 44028 61,200.00 103025540 DRY Philadelphia PA 19150 90,500.00 103025557 DRY Inverness FL 34450 90,000.00 103025581 DRY Deer Park NY 11720 140,000.00 103025599 DRY Rock Island IL 61201 140,000.00 103025607 DRY Pittsburgh PA 15206 42,500.00 103025615 DRY Battle Creek MI 49017 50,000.00 103025631 DRY Columbia SC 29209 76,500.00 103025649 DRY Mellenville NY 12544 253,300.00 103025680 DRY Dorchester MA 02124 570,000.00 103025714 DRY Silver Spring MD 20902 282,750.00 103025722 DRY Jacksonville FL 32218 108,000.00 103025730 DRY Edgewater FL 32141 105,300.00 103025797 DRY Vineland NJ 08360 119,647.00 103025805 DRY Philadelphia PA 19111 90,000.00 103025847 DRY Port Xxxxxx FL 34668 113,300.00 103025854 DRY Clewiston FL 33440 87,500.00 103025870 DRY Fall River MA 02723 308,000.00 103025888 DRY Xxxxxx NC 27504 58,000.00 103025904 DRY Benson NC 27504 108,450.00 103025938 DRY Detroit MI 48219 86,450.00 103025953 DRY Middletown NJ 07748 212,000.00 103025961 DRY Elizabethtown PA 17022 163,400.00 103025979 DRY Phoenix AZ 85024 160,200.00 103026001 DRY Xxxxxx City IL 62869 125,000.00 103026035 DRY Kingston NY 12401 137,700.00 103026043 DRY Tucson AZ 85746 65,000.00 103026050 DRY Lancaster SC 29720 130,500.00 103026068 DRY Hot Springs National Park AR 71913 140,000.00 103026076 DRY Upper Marlboro MD 20772 126,750.00 103026092 DRY Travelers Rest SC 29690 40,000.00 103026100 DRY Neptune NJ 07753 290,000.00 103026118 DRY Anthony FL 32617 199,000.00 103026126 DRY Lake Havasu Cit AZ 86406 146,000.00 103026134 DRY Gloucester Township NJ 08081 198,000.00 103026167 DRY Philadelphia PA 19146 40,800.00 103026175 DRY Shelby NC 28150 74,750.00 103026183 DRY White Plains NY 10606 316,250.00 103026191 DRY Kansas City KS 66109 138,700.00 103026225 DRY Saylorsburg PA 18353 227,500.00 103026258 DRY Bronx NY 10469 331,500.00 103026274 DRY Jamaica NY 11433 348,500.00 103026290 DRY Brooklyn NY 11207 446,500.00 103026308 DRY Hempstead NY 11550 330,000.00 103026324 DRY Brentwood NY 11717 387,000.00 103026357 DRY Spokane WA 99205 92,000.00 103026365 DRY St. Xxxxxxx IL 60174 176,587.00 103026407 DRY Mokena IL 60448 325,650.00 103026415 DRY Pittsburgh PA 15201 73,500.00 103026464 DRY Atlanta GA 30311 112,000.00 103026472 DRY Syracuse NY 13215 150,000.00 103026498 DRY District Height MD 20747 136,000.00 103026506 DRY Bronx NY 10466 348,750.00 103026530 DRY Arlington VA 22206 137,200.00 103026555 DRY Granger IN 46530 143,100.00 103026571 DRY Pueblo CO 81003 68,000.00 103026597 DRY Ozark MO 65721 99,600.00 103026605 DRY Port Ludlow WA 98365 363,825.00 103026613 DRY Garner NC 27529 105,600.00 103026639 DRY Xxxxxxx Forge VA 24422 54,000.00 103026647 DRY Newark NJ 07112 271,500.00 103026670 DRY Philadelphia PA 19140 40,000.00 103026688 DRY Detroit MI 48207 54,000.00 103026712 DRY Surprise AZ 85374 156,000.00 103026720 DRY Hicksville NY 11801 357,000.00 103026761 DRY Bronx NY 10472 405,000.00 103026787 DRY Upton KY 42784 90,126.50 103026795 DRY Lindenhurst NY 11757 125,000.00 103026803 DRY Xxxxxxxxx NJ 08012 110,000.00 103026829 DRY Rifle CO 81650 209,680.00 103026860 DRY Saint Petersburg FL 33705 237,000.00 103026886 DRY Mastic NY 11950 244,000.00 103026894 DRY Queens Village NY 11429 520,000.00 103026902 DRY Sparks NV 89436 208,000.00 103026928 DRY Upper Marlboro MD 20774 50,000.00 103026936 DRY Jersey City NJ 07306 276,250.00 103026944 DRY Far Rockaway NY 11693 340,000.00 103026951 DRY Gladwin MI 48624 132,600.00 103026977 DRY Miramar FL 33025 274,990.00 103026985 DRY Chicago IL 60620 238,000.00 103027009 DRY Hollywood FL 33027 153,000.00 103027025 DRY Marlton NJ 08053 33,729.00 103027033 DRY Saint Xxxxxxx MD 20685 40,000.00 103027090 DRY Township Of Burlington NJ 08016 404,000.00 103027132 DRY Norwalk CT 06850 406,000.00 103027140 DRY Chicago IL 60651 216,000.00 103027157 DRY Fort Lauderdale FL 33328 237,250.00 103027181 DRY Loxahatchee FL 33470 55,000.00 103027223 DRY Orlando FL 32811 119,100.00 103027249 DRY Virginia Beach VA 23453 116,100.00 103027256 DRY Chicago IL 60617 120,000.00 103027280 DRY Saint Louis MO 63136 115,000.00 103027298 DRY Lansdale PA 19446 75,000.00 103027314 DRY Tucson AZ 85741 180,000.00 103027330 DRY Brooklyn NY 11233 437,750.00 103027348 DRY Saint Petersburg FL 33714 175,100.00 103027355 DRY Teaneck NJ 07666 287,000.00 103027389 DRY Stratton NE 69043 51,300.00 103027397 DRY Youngtown AZ 85363 134,000.00 103027405 DRY Malden MA 02148 295,000.00 103027439 DRY Carnegie PA 15106 80,000.00 103027470 DRY Xxxxxxxx Heights NY 11798 42,000.00 103027496 DRY Springfield MO 65807 117,400.00 103027512 DRY Brooklyn NY 11203 427,500.00 103027538 DRY Spring Creek NV 89815 160,225.00 103027561 DRY Natrona Heights PA 15065 70,000.00 103027579 DRY Fremont NE 68025 68,000.00 103027587 DRY Philadelphia PA 19150 86,000.00 103027611 DRY North Huntingdon PA 15642 165,000.00 103027629 DRY Palm Bay FL 32907 163,200.00 103027637 DRY West New York NJ 07093 75,000.00 103027678 DRY Orlando FL 32818 203,000.00 103027702 DRY Danbury WI 54830 150,000.00 103027710 DRY Aviston IL 62216 100,800.00 103027728 DRY Somerset PA 15501 87,500.00 103027751 DRY South Hackensack NJ 07606 85,729.00 103027819 DRY Columbia MD 21044 143,500.00 103027835 DRY Jamesburg NJ 08831 123,006.00 103027843 DRY Miami FL 33172 210,000.00 103027868 DRY Glassboro NJ 08028 81,690.00 103027876 DRY Tucson AZ 85705 112,500.00 103027892 DRY Springfield MA 01105 129,600.00 103027900 DRY Charleston SC 29414 198,000.00 103027918 DRY Port Saint Lucie FL 34984 270,000.00 103027926 DRY Mokena IL 60448 174,900.00 103027942 DRY Upper Marlboro MD 20774 134,000.00 103027975 DRY Glen Allen VA 23060 292,500.00 103027983 DRY Belleville NJ 07109 325,000.00 103027991 DRY South Kingstown RI 02879 65,000.00 103028007 DRY Scranton PA 18504 40,000.00 103028015 DRY Fredericktown OH 43019 124,000.00 103028031 DRY Springfield MA 01108 155,000.00 103028049 DRY Chicago IL 60612 83,000.00 103028056 DRY Milwaukee WI 53210 160,200.00 103028064 DRY South Park PA 15129 72,000.00 103028106 DRY Mulberry FL 33860 82,500.00 103028130 DRY Navarre FL 32566 332,000.00 103028148 DRY Omaha NE 68137 119,000.00 103028155 DRY Napoli NY 14755 85,000.00 103028171 DRY Boyceville WI 54725 50,000.00 103028189 DRY Loveland OH 45140 146,395.00 103028197 DRY Chicago IL 60636 220,000.00 103028205 DRY Farmington MO 63640 50,505.00 103028239 DRY Fairlee VT 05045 30,000.00 103028254 DRY Port Huron MI 48060 156,750.00 103028262 DRY Deltona FL 32725 80,000.00 103028270 DRY Pontiac MI 48340 99,900.00 103028296 DRY Fayetteville NC 28303 89,000.00 103028312 DRY Hagerstown MD 21740 84,000.00 103028346 DRY Mendon MI 49072 64,000.00 103028379 DRY Cary NC 27511 151,200.00 103028387 DRY Redding CA 96002 120,000.00 103028395 DRY Amityville NY 11701 320,000.00 103028403 DRY Philadelphia PA 19143 87,200.00 103028411 DRY Miami FL 33147 210,000.00 103028429 DRY Brentwood NY 11717 230,000.00 103028445 DRY Jacksonville FL 32208 109,000.00 103028452 DRY Gordonsville VA 22942 122,000.00 103028460 DRY Sumter SC 29150 64,600.00 103028486 DRY Farmington NH 03835 160,000.00 103028502 DRY Schenectady NY 12303 115,600.00 103028510 DRY Holbrook NY 11741 200,000.00 103028528 DRY Binghamton NY 13901 95,000.00 103028536 DRY Miami Beach FL 33139 90,000.00 103028544 DRY Huntington IN 46750 174,000.00 103028551 DRY Rockford IL 61109 40,000.00 103028577 DRY Schenectady (T/O Rotterdam) NY 12306 229,500.00 103028585 DRY Panama City FL 32401 78,000.00 103028593 DRY Lakewood OH 44107 129,000.00 103028619 DRY Columbia SC 29203 58,800.00 103028627 DRY Hanover Park IL 60133 99,000.00 103028650 DRY East Carondelet IL 62240 150,000.00 103028676 DRY Miami FL 33134 272,000.00 103028700 DRY Glenwood MN 56334 50,900.00 103028718 DRY Rocky Mount NC 27801 87,000.00 103028726 DRY Bethlehem PA 18015 92,000.00 103028759 DRY Milton FL 32583 125,000.00 103028775 DRY Silver Spring MD 20910 220,000.00 103028809 DRY Snellville GA 30039 108,000.00 103028825 DRY Moberly MO 65270 44,800.00 103028833 DRY Pittsgrove NJ 08318 207,000.00 103028866 DRY Longmont CO 80501 157,800.00 103028908 DRY Hollister NC 27844 51,750.00 103028916 DRY Southport NC 28461 133,000.00 103028924 DRY Brooklyn NY 11203 451,250.00 103028932 DRY Long Beach CA 90806 390,000.00 103028940 DRY O Fallon IL 62269 105,000.00 103028957 DRY East Providence RI 02914 92,900.00 103028965 DRY La Plata MD 20646 191,200.00 103028973 DRY Chicago IL 60649 124,200.00 103029005 DRY Greensboro NC 27401 40,000.00 103029047 DRY Granite City IL 62040 91,000.00 103029062 DRY Philadelphia PA 19149 84,000.00 103029096 DRY Chicago IL 60623 320,000.00 103029104 DRY Fort Xxxxxx FL 34982 259,350.00 103029112 DRY Glasford IL 61533 115,200.00 103029138 DRY Holyoke MA 01040 133,200.00 103029146 DRY West Melbourne FL 32904 118,500.00 103029161 DRY Trenton NJ 08609 100,500.00 103029179 DRY Philadelphia PA 19124 96,000.00 103029187 DRY Fowlerville MI 48836 185,000.00 103029203 DRY Springfield PA 19064 182,000.00 103029229 DRY Stamford NY 12167 67,500.00 103029237 DRY Mundelein IL 60060 200,000.00 103029245 DRY Maiden NC 28650 87,300.00 103029252 DRY Philadelphia PA 19124 33,000.00 103029278 DRY Newburg MD 20664 155,000.00 103029286 DRY Omaha NE 68112 78,000.00 103029294 DRY California MD 20619 160,200.00 103029302 DRY Savannah GA 31419 152,000.00 103029336 DRY Naugatuck CT 06770 184,000.00 103029344 DRY Huntersville NC 28078 355,500.00 103029419 DRY Mason TN 38049 92,000.00 103029427 DRY Henderson NV 89014 330,000.00 103029435 DRY Philadelphia PA 19124 76,500.00 103029443 DRY Deltona FL 32725 252,800.00 103029450 DRY Dunn NC 28334 81,000.00 103029476 DRY Brockton MA 02301 205,200.00 103029492 DRY Cuyahoga Falls OH 44221 92,000.00 103029518 DRY Forked River NJ 08731 100,000.00 103029534 DRY Clinton MD 20735 250,000.00 103029575 DRY Whitehall OH 43213 108,000.00 103029583 DRY Opa Locka FL 33054 107,900.00 103029591 DRY Virginia Beach VA 23452 162,000.00 103029609 DRY Xxxxx Grove IL 62241 87,300.00 103029625 DRY Kennesaw GA 30152 457,000.00 103029641 DRY Greenville OH 45331 90,000.00 103029674 DRY Vancouver WA 98686 214,470.00 103029690 DRY Philadelphia PA 19114 182,430.00 103029724 DRY Tallahassee FL 32304 93,750.00 103029732 DRY Newburg PA 17240 135,000.00 103029740 DRY Upper Marlboro MD 20772 285,000.00 103029757 DRY Ten Mile TN 37880 144,000.00 103029765 DRY Prineville OR 97754 131,000.00 103029773 DRY Hoyleton IL 62803 102,500.00 103029781 DRY Gilbert AZ 85234 166,400.00 103029799 DRY Oakland OR 97462 188,500.00 103029807 DRY Mesa AZ 85212 284,750.00 103029831 DRY Bradenton FL 34209 337,250.00 103029872 DRY Lawtey FL 32058 100,800.00 103029922 DRY Milwaukee WI 53218 88,500.00 103030003 DRY Hastings MN 55033 137,694.00 103030060 DRY Tobyhanna PA 18466 94,500.00 103030094 DRY Huntington Station NY 11746 326,250.00 103030144 DRY Jacksonville FL 32246 113,670.00 103030177 DRY Amityville NY 11701 180,000.00 103030201 DRY New Haven CT 06511 115,500.00 103030318 DRY Chandler AZ 85226 191,250.00 103030334 DRY Newark DE 19713 95,000.00 103030391 DRY Little Egg Harbor NJ 08087 216,506.40 103030458 DRY Sedalia MO 65301 40,000.00 103030482 DRY Sunrise FL 33322 239,700.00 103030490 DRY Lakeview NY 11552 293,000.00 103030540 DRY Pinellas Park FL 33782 90,100.00 103030615 DRY Decatur GA 30032 70,000.00 103030631 DRY East Hartford CT 06108 140,250.00 103030649 DRY Bryn Mawr PA 19010 308,400.00 103030771 DRY Central Islip NY 11722 328,900.00 103030789 DRY Riverside CA 92504 108,611.00 103030821 DRY Jamaica NY 11434 382,500.00 103030854 DRY Maricopa AZ 85239 207,000.00 103030896 DRY La Pine OR 97739 93,000.00 103031027 DRY Birmingham AL 35242 53,678.00 103031043 DRY Kearny NJ 07032 342,000.00 103031167 DRY Lebanon OH 45036 77,500.00 103031209 DRY Brooklyn MD 21225 188,000.00 103031258 DRY Fayetteville NC 28303 148,200.00 103031282 DRY Rosedale NY 11422 432,000.00 103031324 DRY Tampa FL 33605 146,400.00 103031407 DRY Statesville NC 28677 105,910.00 103031472 DRY Philadelphia PA 19138 50,400.00 103031621 DRY Yonkers NY 10705 390,000.00 103031654 DRY Freeport NY 11520 342,000.00 103031738 DRY Saint Albans NY 11412 460,000.00 103031753 DRY Ronkonkoma NY 11779 65,405.00 103031761 DRY Bronx NY 10469 336,000.00 103031852 DRY Summerville SC 29483 138,000.00 103031886 DRY Far Rockaway NY 11693 378,000.00 103031936 DRY Jamaica NY 11434 522,000.00 103031985 DRY Greenwood SC 29646 110,700.00 103032025 DRY Levittown NY 11756 376,200.00 103032108 DRY Ronkonkoma NY 11779 80,759.00 103032181 DRY Massapequa Park NY 11762 209,000.00 103032355 DRY El Paso TX 79905 68,000.00 103032371 DRY Baltimore MD 21207 182,750.00 103032389 DRY Jamaica NY 11434 365,000.00 103032546 DRY Chicago IL 60609 116,000.00 103032728 DRY Romulus MI 48174 50,000.00 103032785 DRY Brooklyn NY 11233 440,000.00 103033049 DRY Elizabeth City NC 27909 135,000.00 103033254 DRY Upper Marlboro MD 20772 252,000.00 103033296 DRY Rockford IL 61102 63,000.00 103033379 DRY Jamaica NY 11435 348,000.00 103033528 DRY Portland OR 97230 157,700.00 103033643 DRY Perryville MO 63775 40,000.00 103033973 DRY Tulare CA 93274 176,000.00 103034104 DRY Bristol Township PA 19057 140,000.00 103034302 XXX Xxxxxx Xxxxx XX 00000 392,000.00 103034625 DRY Levittown PA 19057 55,000.00 103035267 DRY Lake City FL 32055 58,500.00 103035333 DRY Sharon PA 16146 45,000.00 103035663 DRY Baltimore MD 21216 59,400.00 103035754 DRY Saint Albans NY 11412 361,000.00 103035796 DRY Philadelphia PA 19120 100,000.00 103035804 DRY Linden PA 17744 119,000.00 103035838 DRY Xxxxx MO 65026 70,000.00 103035846 DRY St. Xxxxxx MO 63376 149,005.00 103035887 DRY Windsor Locks CT 06096 129,200.00 103035895 DRY Tucson AZ 85730 157,600.00 103035903 DRY Denton TX 76201 77,550.00 103036109 DRY Massey MD 21650 160,000.00 103036208 DRY Adamsville AL 35005 138,550.00 103036232 DRY Brooklyn NY 11203 430,000.00 103036281 DRY Jasper AL 35504 56,000.00 103036521 DRY Apalachicola FL 32320 126,000.00 103036604 DRY Bolivar TN 38008 92,000.00 103036695 DRY Taunton MA 02780 286,000.00 103036703 DRY Bend OR 97701 595,110.00 103036752 DRY Harrisburg PA 17109 55,900.00 103036760 DRY Saint Xxxxxxx IL 60174 76,000.00 103036786 DRY Chicago IL 60649 315,000.00 103036810 DRY Kennett MO 63857 73,000.00 103036844 DRY Palm Bay FL 32907 177,500.00 103036869 DRY Fairfield CA 94534 527,000.00 103036935 DRY Newark DE 19702 344,700.00 103036950 DRY Washington PA 15301 130,000.00 103037040 DRY West Babylon NY 11704 219,000.00 103037289 DRY Richmond VA 23234 194,400.00 103037412 DRY Pine Island MN 55963 88,000.00 103037479 DRY Metuchen NJ 08840 332,500.00 103037602 DRY Miami FL 33196 522,750.00 103037727 DRY Selma NC 27576 93,510.00 103037792 DRY Chicago IL 60651 160,000.00 103037859 DRY Barstow CA 92311 219,725.00 103037925 DRY El Paso TX 79922 182,000.00 103037933 DRY Tamaqua PA 18252 132,000.00 103037958 DRY Hallsville MO 65255 164,000.00 103037990 DRY Yuma CO 80759 129,600.00 103038097 DRY Orlando FL 32825 100,000.00 103038287 DRY Kings Mountain NC 28086 104,000.00 103038386 DRY Hialeah FL 33015 65,000.00 103038410 DRY Casa Grande AZ 85222 97,750.00 103038428 DRY Osage Beach MO 65065 71,400.00 103038485 DRY Miami FL 33186 229,500.00 103038501 DRY Cocoa FL 32926 228,750.00 103038576 DRY Lehigh Acres FL 33936 218,400.00 103038642 DRY Clifton CO 81520 166,500.00 103038691 DRY Atlanta GA 30314 42,000.00 103038709 DRY Franklin Square NY 11010 165,000.00 103038725 DRY Bronx NY 10459 175,000.00 103038733 DRY Belvidere NC 27919 66,900.00 103038782 DRY Beacon NY 12508 258,000.00 103038840 DRY Pleasant Garden NC 27313 130,400.00 103038899 DRY Neenah WI 54956 190,000.00 103038923 DRY River Ridge LA 70123 340,000.00 103038931 DRY Kissimmee FL 34758 174,650.00 103038972 DRY Honeoye Falls NY 14472 170,000.00 103039129 DRY Panama City FL 32413 262,800.00 103039160 DRY Bronx NY 10473 450,000.00 103039178 DRY Kingman AZ 86401 146,200.00 103039186 DRY Pompano Beach FL 33060 192,500.00 103039236 DRY Monroe MI 48162 135,000.00 103039335 DRY Miltona MN 56354 110,500.00 103039343 DRY Columbus OH 43207 50,000.00 103039376 DRY Saint Louis MO 63132 80,520.00 103039459 DRY Willoughby OH 44094 130,400.00 103039475 DRY Louisiana MO 63353 45,000.00 103039574 DRY Seminole FL 33776 249,600.00 103039632 DRY New Britain CT 06051 133,000.00 103039665 DRY Lexington MI 48450 103,200.00 103039772 DRY Capitol Heights MD 20743 110,600.00 103039798 DRY Hartly DE 19953 180,000.00 103039863 DRY North Platte NE 69101 56,600.00 103039871 DRY Birch Run MI 48415 123,300.00 103039905 DRY Chicago IL 60620 61,200.00 103039947 DRY Virginia Beach VA 23464 127,200.00 103039988 DRY Philadelphia PA 19111 80,000.00 103040010 DRY New Philadelphia OH 44663 100,800.00 103040044 DRY Lancaster PA 17602 70,000.00 103040051 DRY Palmerton PA 18071 156,510.00 103040077 DRY Yukon OK 73099 242,910.00 103040101 DRY Bakersfield CA 93307 83,000.00 103040226 DRY Baltimore MD 21215 51,300.00 103040333 DRY Brandywine MD 20613 27,100.00 103040408 DRY East Elmhurst NY 11369 267,000.00 103040465 DRY Elmira NY 14904 55,000.00 103040549 DRY Yankeetown FL 34498 97,500.00 103040564 DRY Halethorpe MD 21227 85,000.00 103040598 DRY Perry FL 32347 122,250.00 103040630 DRY Barstow CA 92311 139,000.00 103040655 DRY Hialeah FL 33010 142,800.00 103040754 DRY Bolingbrook IL 60440 75,000.00 103040846 DRY Charlotte NC 28277 675,000.00 103040895 XXX Xxxx Xxxx Xxxxx XX 00000 75,000.00 103040994 DRY Gloucester VA 23061 50,000.00 103041026 DRY Richboro PA 18954 90,000.00 103041034 DRY Sumter SC 29150 59,500.00 103041182 DRY Baldwinsville NY 13027 133,280.00 103041190 DRY Camden NJ 08103 63,500.00 103041216 DRY Kansas City MO 64110 115,000.00 103041323 DRY West Hempstead NY 11552 371,250.00 103041331 DRY Forest Hills NY 11375 125,000.00 103041349 DRY Bay Shore NY 11706 310,140.00 103041356 DRY Webster MA 01570 236,993.00 103041372 DRY Xxxxxxx Park NJ 08824 485,973.00 103041380 DRY Maimi FL 33177 230,000.00 103041430 DRY Glendale AZ 85308 141,050.00 103041463 DRY Wyoming IL 61491 128,500.00 103041513 DRY Bronx NY 10467 360,000.00 103041554 DRY South Orange NJ 07079 63,898.00 103041596 DRY Melvindale MI 48122 86,240.00 103041604 DRY Newton NJ 07860 152,000.00 103041653 DRY Sunrise FL 33351 137,600.00 103041711 DRY Philadelphia PA 19142 56,000.00 103041752 DRY Wantage NJ 07461 148,750.00 103041851 DRY Joppa MD 21085 196,000.00 103041877 DRY Columbia SC 29212 50,000.00 103041885 DRY Roosevelt NY 11575 225,000.00 103041919 DRY Cranston RI 02905 125,000.00 103041968 DRY Harrisburg PA 17104 50,001.00 103041984 DRY Hialeah FL 33012 180,000.00 103041992 DRY Philadelphia PA 19134 40,000.00 103042032 DRY Clinton CT 06413 90,000.00 103042040 DRY Pleasantville PA 16341 64,500.00 103042065 DRY Saint Louis MO 63139 95,025.00 103042107 DRY Lake Worth FL 33461 135,000.00 103042214 DRY Franklin OH 45005 87,900.00 103042255 DRY Newburgh NY 12550 260,000.00 103042289 DRY Winter Garden FL 34787 130,000.00 103042339 DRY Magnolia NJ 08049 100,000.00 103042446 DRY Gretna LA 70053 95,200.00 103042503 DRY Plainfield IL 60544 236,000.00 103042552 DRY Cranberry PA 16066 105,300.00 103042586 DRY Latham NY 12110 111,500.00 103042594 DRY Royal Palm Beac FL 33411 80,000.00 103042644 DRY Brooklyn NY 11234 173,792.00 103042693 DRY Bronx NY 10461 325,000.00 103042701 DRY Centraila WA 98531 298,000.00 103042784 DRY Philadelphia PA 19154 124,800.00 103042867 DRY Chester MD 21619 113,000.00 103042883 DRY Kent OH 44240 125,100.00 103042917 DRY Commack NY 11725 143,943.00 000000000 XXX Xxxxxxx XX 00000 40,000.00 103043048 DRY Miami FL 33193 189,000.00 103043055 DRY Nashville TN 37208 55,000.00 103043188 DRY Bronx NY 10466 250,000.00 103043196 DRY Mount Dora FL 32757 178,400.00 103043204 DRY Columbus OH 43227 55,000.00 103043295 DRY Miami FL 33147 94,500.00 103043311 DRY Rensselaer NY 12144 66,500.00 103043345 DRY Kissimmee FL 34758 138,500.00 103043360 DRY Wauchula FL 33873 98,500.00 103043444 DRY Wyandotte MI 48192 86,800.00 103043485 DRY Long Lane MO 65590 40,000.00 103043501 DRY Baltimore MD 21236 215,000.00 103043519 DRY Brooklyn NY 11226 344,500.00 103043527 DRY Houston TX 77017 75,600.00 103043535 DRY Saint Clair Sho MI 48081 84,000.00 103043550 DRY Bradenton FL 34212 163,800.00 103043592 DRY Troy NY 12180 51,006.00 103043618 DRY Rochester NY 14612 68,000.00 103043683 DRY Morton PA 19070 292,900.00 103043691 DRY Lincolnton NC 28092 126,000.00 103043733 DRY Paterson NJ 07514 288,000.00 103043774 DRY Denton NE 68339 169,000.00 103043790 DRY Clark NJ 07066 274,000.00 103043832 DRY Port Washington NY 11050 135,000.00 103043840 DRY Deepwater MO 64740 62,000.00 103043857 DRY Starr SC 29684 155,550.00 103043899 DRY Hallandale FL 33009 238,500.00 103044012 DRY Baltimore MD 21217 238,000.00 103044137 DRY North Adams MA 01247 85,000.00 103044145 DRY Leicester NC 28748 121,000.00 103044186 DRY Medford NY 11763 227,500.00 103044236 DRY Reisterstown MD 21136 247,000.00 103044301 DRY Deltona FL 32725 182,750.00 103044335 DRY Cincinnati OH 45206 76,000.00 103044384 DRY Casa Grande AZ 85222 204,000.00 103044483 DRY Jamaica NY 11433 283,050.00 103044491 DRY Culleoka TN 38451 218,450.00 103044509 DRY Durham NC 27704 68,500.00 103044517 DRY Moyock NC 27958 196,000.00 103044533 DRY Southbury CT 06488 133,950.00 103044608 DRY New Smyrna Beach FL 32169 57,000.00 103044707 DRY Hialeah FL 33018 138,000.00 103044723 DRY Tampa FL 33610 81,900.00 103044731 DRY Brooklyn NY 11228 300,000.00 103044806 DRY Schererville IN 46375 177,000.00 103044897 DRY Kansas City KS 66111 56,000.00 103044913 DRY Oldtown MD 21555 100,000.00 103044921 DRY Cleveland OH 44104 52,000.00 103044996 DRY Remsen NY 13438 40,000.00 103045001 DRY West Springfield MA 01089 185,000.00 103045019 DRY Raleigh NC 27610 68,500.00 103045068 DRY Philadelphia PA 19125 57,500.00 103045167 DRY Westampton NJ 08060 344,250.00 103045225 DRY Osburn ID 83849 88,600.00 103045266 DRY Englewood FL 34224 69,000.00 103045282 DRY Glen Burnie MD 21061 66,000.00 103045332 DRY Eagle Bend MN 56446 103,500.00 103045399 DRY Chesterfield VA 23838 126,000.00 103045407 DRY Fairbury NE 68352 39,950.00 103045431 DRY Summerville SC 29485 77,100.00 103045480 DRY Bordentown NJ 08505 189,000.00 103045514 DRY Huntsville OH 43324 125,000.00 103045548 DRY Scottsbluff NE 69361 40,000.00 103045589 DRY Myrtle Beach SC 29588 132,800.00 103045597 DRY Winchendon MA 01475 220,500.00 103045688 DRY Waynesboro VA 22980 103,500.00 103045811 DRY Snoqualmie WA 98065 116,622.00 103045902 DRY Chicago IL 60628 90,000.00 103045969 DRY Yerington NV 89447 125,000.00 103046108 DRY Hickory Grove SC 29717 98,000.00 103046181 DRY