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
 
 
WELLS
FARGO BANK, N.A.
 
Securities
Administrator
 
 
_____________________________
 
INDENTURE
 
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 Merger
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 Wells 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 Grant, 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 45
th
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
360
th
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 360
th
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 15
th
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 31
st
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,
https://www.ctslink.com (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 Depository 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, Keogh 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, Keogh
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 Offi
cer
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 Merger
.
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
Moody’s 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 31
st
of each
year.
 
Section
7.04.
  Reports
by Securities Administrator
.
If
required by TIA § 313(a), within 60 days after each January 30
th
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 EDGAR 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 499 Park Avenue, New York, New York 10022, Attention:
Mike Geller) and Intex Solutions (at 35 Highland Circle, Needham, Massachusetts
02144, Attention: Harold Brennman) 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 “www.ctslink.com”. Assistance in
using the website can be obtained by calling the Securities Administrator’s
customer service desk at (301) 815-6600. Parties that are unable to use the
above distribution options are entitled to have a paper copy mailed to them
via
first class mail by calling the customer service desk and indicating such.
The
Securities Administrator 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 Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James, 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, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19990-0001, 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: Moody’s Investors Service, Inc., Residential Mortgage
Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in
the
case of S&P, at the following address: Standard & Poor’s, 55 Water
Street, 41
st
Floor,
New York, New York 10041, Attention of Asset Backed Surveillance Department
and
(iii) in the case of Fitch, at the following address: Fitch Ratings, 1 State
Street Plaza, New York, New York 10004; 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/
Janel R. Havrilla
 
Name:
Janel R. Havrilla
 
Title:
Senior Financial Services Officer
 
 
HSBC
BANK
USA, NATIONAL ASSOCIATION, as Indenture Trustee
 
By:
 /s/
Elena Zheng
 
Name:
Elena Zheng
 
Title:
Assistant Vice President
 
WELLS
FARGO BANK, N.A., as Securities Administrator
 
By:
 /s/
Patricia MF Russo
 
Name:
Patricia MF Russo
 
Title:
Vice President
For
purposes of Section 6.07:
 
WELLS
FARGO BANK, N.A., as Master Servicer
 
By:
 /s/
Patricia MF Russo
 
Name:
Patricia MF Russo
 
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 Wells 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
 
By:_______________________________________
Authorized
Signatory
 
INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This
is
one of the Notes referred to in the within-mentioned Indenture.
 
WELLS
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 Wells 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
 
By:_______________________________________
Authorized
Signatory
 
INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This
is
one of the Notes referred to in the within-mentioned Indenture.
 
WELLS
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           Putnam 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           Sharon 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           Kenneth 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 Frederick                         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           Taylor Mill                              KY        41015               78,060.00
     102985074                DRY           Islip                                    NY        11751              266,250.00
     102985082                DRY           Osceola Mills                            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           Hawley                                   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 Vernon                             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           Munroe 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 Holly                              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           Howard 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                DRY           Pikesville                               MD        21208               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           Stickney                                 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                DRY           Sturgeon                                 MO        65284               84,600.00
     102993540                DRY           Tucson                                   AZ        85742              216,000.00
     102993557                DRY           Indio                                    CA        92201              243,750.00
     102993722                DRY           Saint Charles                            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 Troy                                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 Burrell                            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 Charles                            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                DRY           Crescent City                            FL        32112              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 Coy                              FL        32134              103,500.00
     103017661                DRY           Roanoke                                  VA        24017               40,000.00
     103017737                DRY           Detroit                                  MI        48227               58,100.00
     103017810                DRY           Wilkes 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                DRY           St. Albans                               NY        11412              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           Cole 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 Caldwell                            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           Blackwood                                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 Windham                            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 Francis                            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
     103020137                DRY           Norwalk                                  CT        06854              273,700.00
     103020178                DRY           Harvey                                   IL        60426               42,000.00
     103020186                DRY           Chester 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           Dudley                                   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           Wells                                    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           Hubert                                   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           Linthicum 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 Myers                               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                DRY           West Palm Beach                          FL        33415              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 Harris                             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           Ruther Glen                              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           Hollis                                   NY        11423              399,500.00
     103025003                DRY           Tampa                                    FL        33603              210,000.00
     103025011                DRY           Fredericksburg                           VA        22407              296,100.00
     103025037                DRY           Phelps                                   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           Howard Beach                             NY        11414              335,000.00
     103025276                DRY           Mansfield                                TX        76063              252,000.00
     103025284                DRY           Dennis 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 Richey                              FL        34668              113,300.00
     103025854                DRY           Clewiston                                FL        33440               87,500.00
     103025870                DRY           Fall River                               MA        02723              308,000.00
     103025888                DRY           Benson                                   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           Norris 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. Charles                              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           Clifton 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           Blackwood                                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 Leonard                            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           Wheatley 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 Pierce                              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           Ellis 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                DRY           Morton Grove                             IL        60053              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           Eldon                                    MO        65026               70,000.00
     103035846                DRY           St. Peters                               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 Charles                            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                DRY           West Palm Beach                          FL        33415               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           Kendall 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
     103042990                DRY           Sturgis                                  MI        49091               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           West Palm Beach                          FL        33414              239,400.00
     103046264                DRY           Sicklerville                             NJ        08081              124,640.00
     103046272                DRY           Atlanta                                  GA        30354               59,500.00
     103046371                DRY           Huntsville                               MO        65259               42,300.00
     103046405                DRY           Bloomfield                               NJ        07003              472,500.00
     103046413                DRY           New Rochelle                             NY        10801              522,500.00
     103046736                DRY           New Haven                                CT        06513              207,900.00
     103046744                DRY           Reedsburg                                WI        53959               90,000.00
     103046868                DRY           Shillington                              PA        19607               86,445.00
     103046900                DRY           Tobyhanna                                PA        18466              110,400.00
     103046926                DRY           Far Rockaway                             NY        11691              400,000.00
     103046975                DRY           Jonesville                               MI        49250               84,000.00
     103047007                DRY           Waynesboro                               PA        17268              110,200.00
     103047049                DRY           El Paso                                  TX        79936               88,000.00
     103047106                DRY           Saint Louis                              MO        63129              183,730.00
     103047155                DRY           Philadelphia                             PA        19138               77,000.00
     103047197                DRY           Atlantic City                            NJ        08401              369,000.00
     103047221                DRY           Miami                                    FL        33145              150,000.00
     103047379                DRY           Stony Point                              NC        28678              324,900.00
     103047403                DRY           Chicago                                  IL        60620              117,000.00
     103047585                DRY           San Jacinto                              CA        92583               81,000.00
     103047759                DRY           Fort Worth                               TX        76109               86,250.00
     103047767                DRY           Norwalk                                  CT        06854              332,000.00
     103047833                DRY           Milwaukee                                WI        53215               50,000.00
     103047882                DRY           Sikeston                                 MO        63801              114,300.00
     103047973                DRY           Independence                             VA        24348               40,000.00
     103047981                DRY           Lake Ariel                               PA        18436              163,500.00
     103048047                DRY           Lancaster                                VA        22503              148,750.00
     103048070                DRY           Odenton                                  MD        21113              131,000.00
     103048237                DRY           Lowry                                    MN        56349              128,800.00
     103048260                DRY           Cincinnati                               OH        45206               97,500.00
     103048344                DRY           Delano                                   CA        93215              176,000.00
     103048369                DRY           Detroit                                  MI        48204              107,100.00
     103048385                DRY           Waukegan                                 IL        60085              157,500.00
     103048427                DRY           Troy                                     MO        63379              135,000.00
     103048450                DRY           Blue Springs                             MO        64015               48,000.00
     103048476                DRY           East Providence                          RI        02914              171,000.00
     103048559                DRY           Philadelphia                             PA        19151               92,000.00
     103048591                DRY           Mulberry                                 FL        33860               97,200.00
     103048633                DRY           Deerfield                                NH        03037              320,000.00
     103048658                DRY           Bronx                                    NY        10472              427,500.00
     103048708                DRY           Gold Bar                                 WA        98251              224,000.00
     103048716                DRY           Bowling Green                            MO        63334               46,800.00
     103048740                DRY           Lawrenceville                            GA        30043              118,000.00
     103048765                DRY           Manheim                                  PA        17545              155,977.00
     103048906                DRY           Bristol                                  FL        32321               40,000.00
     103048930                DRY           Bolivia                                  NC        28422              166,600.00
     103049003                DRY           Newburgh                                 NY        12550               90,000.00
     103049136                DRY           Midlothian                               VA        23112               67,000.00
     103049144                DRY           Spring Grove                             PA        17362              156,000.00
     103049151                DRY           Easton                                   MD        21601              275,900.00
     103049185                DRY           Edgewater                                FL        32132              280,000.00
     103049201                DRY           Hempstead                                NY        11550              308,125.00
     103049268                DRY           Cranston                                 RI        02905              195,000.00
     103049367                DRY           Monte Vista                              CO        81144               96,900.00
     103049391                DRY           Temple Hills                             MD        20748              245,500.00
     103049466                DRY           Severna Park                             MD        21146              178,000.00
     103049490                DRY           Raleigh                                  NC        27610               80,000.00
     103049607                DRY           White City                               OR        97503               65,000.00
     103049623                DRY           Brooklyn                                 NY        11236              441,000.00
     103049672                DRY           Miami                                    FL        33170              258,000.00
     103049730                DRY           New Port Richey                          FL        34655              292,000.00
     103049763                DRY           Valrico                                  FL        33594              230,000.00
     103049821                DRY           Township Of Warwick                      PA        18974              126,000.00
     103050019                DRY           Manorville                               NY        11949              150,000.00
     103050043                DRY           Tampa                                    FL        33604              110,000.00
     103050068                DRY           Oak Park                                 IL        60304              155,000.00
     103050092                DRY           Delray Beach                             FL        33445              100,000.00
     103050209                DRY           Alpharetta                               GA        30004              212,000.00
     103050423                DRY           New Milford                              PA        18834              175,100.00
     103050456                DRY           Falls Twp.                               PA        19030               54,732.00
     103050498                DRY           Old Bethpage                             NY        11894              539,750.00
     103050522                DRY           Kannapolis                               NC        28083               71,700.00
     103050563                DRY           Sierra Vista                             AZ        85635              123,750.00
     103050571                DRY           Minneapolis                              MN        55413              176,000.00
     103050589                DRY           Arverne                                  NY        11692              270,000.00
     103050621                DRY           Flint Hill                               VA        22627              107,000.00
     103050845                DRY           Denver                                   CO        80223              178,000.00
     103050886                DRY           Central Falls                            RI        02863              207,000.00
     103050910                DRY           Cuyahoga Falls                           OH        44223              110,400.00
     103050969                DRY           Mc Donough                               GA        30252              178,492.50
     103050993                DRY           Glendale                                 AZ        85302               43,000.00
     103051165                DRY           Raleigh                                  NC        27615               96,200.00
     103051280                DRY           Miami                                    FL        33177              243,750.00
     103051306                DRY           Sterling                                 CT        06377              168,000.00
     103051454                DRY           Cape Coral                               FL        33991              296,590.00
     103051512                DRY           Jersey City                              NJ        07305              224,000.00
     103051645                DRY           Philadelphia                             PA        19143               60,000.00
     103051777                DRY           Bedford City                             OH        44146               87,305.00
     103052148                DRY           Miami                                    FL        33134              100,000.00
     102988870             FBRDRY           Clarksville                              TN        37043              312,000.00
     103001186             FBRDRY           Granby                                   MO        64844               50,000.00
     103003489             FBRDRY           Jacksonville                             FL        32257              136,000.00
     103004396             FBRDRY           Bolingbrook                              IL        60440               25,000.00
     103008447             FBRDRY           Philadelphia                             PA        19139              148,000.00
     103009486             FBRDRY           Philadelphia                             PA        19143               45,600.00
     103010708             FBRDRY           Philadelphia                             PA        19141               58,500.00
     103011219             FBRDRY           Deepwater                                NJ        08023               88,000.00
     103013504             FBRDRY           Reva                                     VA        22735              201,200.00
     103016044             FBRDRY           Bronx                                    NY        10466              408,750.00
     103017653             FBRDRY           Bronx                                    NY        10466              212,000.00
     103017851             FBRDRY           Macon                                    GA        31206               67,500.00
     103018032             FBRDRY           Rutherfordton                            NC        28139               67,500.00
     103018602             FBRDRY           Cedar Point                              IL        61316              103,500.00
     103020210             FBRDRY           Mccormick                                SC        29835               54,000.00
     103020442             FBRDRY           West Milford                             NJ        07480               97,500.00
     103021747             FBRDRY           North Tonawanda                          NY        14120               81,000.00
     103022216             FBRDRY           Rockmart                                 GA        30153               90,950.00
     103022901             FBRDRY           Bradenton                                FL        34207              170,000.00
     103023065             FBRDRY           Charlotte                                NC        28212              108,000.00
     103023677             FBRDRY           Chicago                                  IL        60637              200,000.00
     103023685             FBRDRY           Darby                                    PA        19023               57,040.00
     103023719             FBRDRY           North Bergen                             NJ        07047              238,000.00
     103024048             FBRDRY           Chesapeake                               VA        23324              144,000.00
     103024071             FBRDRY           Detroit Lakes                            MN        56501              160,000.00
     103024238             FBRDRY           Brooklyn                                 NY        11233              297,000.00
     103024303             FBRDRY           New York                                 NY        10016              550,000.00
     103024329             FBRDRY           Janesville                               WI        53545              112,500.00
     103024360             FBRDRY           Miami                                    FL        33157              200,000.00
     103024378             FBRDRY           Windber                                  PA        15963               25,000.00
     103024451             FBRDRY           Lexington Park                           MD        20653               93,600.00
     103024634             FBRDRY           Saratoga Springs                         NY        12866              100,000.00
     103024642             FBRDRY           Bronx                                    NY        10462               60,000.00
     103024717             FBRDRY           Baldwin                                  NY        11510              207,000.00
     103024915             FBRDRY           Valrico                                  FL        33594              220,807.50
     103024949             FBRDRY           Las Vegas                                NV        89108              146,500.00
     103024956             FBRDRY           Bay Shore                                NY        11706              284,000.00
     103024964             FBRDRY           Las Vegas                                NV        89106               63,500.00
     103025029             FBRDRY           Springfield                              MA        01108              288,000.00
     103025052             FBRDRY           Jackson                                  NJ        08527              145,000.00
     103025094             FBRDRY           Detroit                                  MI        48224               94,350.00
     103025102             FBRDRY           Chipley                                  FL        32428               96,000.00
     103025169             FBRDRY           Bridgeton                                NJ        08302               58,200.00
     103025243             FBRDRY           Philadelphia                             PA        19141               52,500.00
     103025250             FBRDRY           Hubbardston                              MA        01452              245,000.00
     103025334             FBRDRY           Miami                                    FL        33183              267,000.00
     103025409             FBRDRY           Harrisburg                               PA        17109              128,000.00
     103025425             FBRDRY           North Lauderdale                         FL        33068              172,800.00
     103025466             FBRDRY           Nicktown                                 PA        15762              128,000.00
     103025565             FBRDRY           Williamsburg                             VA        23188              135,000.00
     103025656             FBRDRY           Cockeysville                             MD        21030              215,000.00
     103025664             FBRDRY           Forest Park                              IL        60130              128,000.00
     103025706             FBRDRY           Miami Lakes                              FL        33018              303,800.00
     103025748             FBRDRY           Hampton Bays                             NY        11946              573,990.00
     103025789             FBRDRY           Kensington                               MD        20895              125,000.00
     103025813             FBRDRY           Quincy                                   FL        32352               54,400.00
     103025839             FBRDRY           Oroville                                 CA        95966              190,000.00
     103025896             FBRDRY           Middletown                               NY        10940              194,480.00
     103025912             FBRDRY           Hibbing                                  MN        55746               51,730.00
     103025920             FBRDRY           West Orange                              NJ        07052              255,000.00
     103025946             FBRDRY           Big Indian                               NY        12410              175,000.00
     103025987             FBRDRY           Agawam                                   MA        01001               60,000.00
     103025995             FBRDRY           Garrison                                 NY        10524              220,000.00
     103026019             FBRDRY           Philadelphia                             PA        19124              102,000.00
     103026084             FBRDRY           Malone                                   NY        12953               52,500.00
     103026142             FBRDRY           Cordova                                  MD        21625              262,500.00
     103026209             FBRDRY           Mokena                                   IL        60448              133,000.00
     103026233             FBRDRY           Palatine                                 IL        60067              157,000.00
     103026266             FBRDRY           Bohemia                                  NY        11716              164,800.00
     103026316             FBRDRY           Brooklyn                                 NY        11236               65,000.00
     103026381             FBRDRY           Wilmington                               NC        28401              111,200.00
     103026431             FBRDRY           Williamstown                             MA        01267               79,000.00
     103026449             FBRDRY           Bronx                                    NY        10461              100,000.00
     103026456             FBRDRY           Lake City                                FL        32025               58,050.00
     103026589             FBRDRY           Woonsocket                               RI        02895              110,000.00
     103026621             FBRDRY           Holiday                                  FL        34690              138,720.00
     103026662             FBRDRY           Jamaica                                  NY        11435              164,000.00
     103026696             FBRDRY           Chicago                                  IL        60617               98,880.00
     103026746             FBRDRY           Bronx                                    NY        10466              258,000.00
     103026753             FBRDRY           Chicago                                  IL        60623              186,000.00
     103026811             FBRDRY           Orlando                                  FL        32818              162,260.00
     103026837             FBRDRY           Chicago                                  IL        60609              140,000.00
     103026845             FBRDRY           Maplewood                                NJ        07040              182,000.00
     103026852             FBRDRY           Pikesville                               MD        21208               40,000.00
     103026878             FBRDRY           Rehoboth Beach                           DE        19971              499,500.00
     103026910             FBRDRY           Memphis                                  TN        38118               80,100.00
     103026969             FBRDRY           Baltimore                                MD        21214               95,000.00
     103027108             FBRDRY           Newark                                   NJ        07104              193,750.00
     103027173             FBRDRY           Westminster                              MD        21157              202,000.00
     103027207             FBRDRY           North Charleston                         SC        29418               65,750.00
     103027231             FBRDRY           Philadelphia                             PA        19121               52,000.00
     103027306             FBRDRY           Roselle                                  IL        60172              140,000.00
     103027413             FBRDRY           Claremont                                NH        03743              114,750.00
     103027488             FBRDRY           Cocoa                                    FL        32926              328,302.00
     103027504             FBRDRY           Pompano Beach                            FL        33064               80,000.00
     103027546             FBRDRY           Oceanside                                NY        11572              344,000.00
     103027553             FBRDRY           Sand Lake                                NY        12153              113,750.00
     103027595             FBRDRY           Portland                                 OR        97233              135,310.00
     103027603             FBRDRY           Delhi                                    NY        13753              383,500.00
     103027652             FBRDRY           Cleveland                                OH        44105               69,930.00
     103027660             FBRDRY           Chapin                                   SC        29036               77,500.00
     103027736             FBRDRY           Severna Park                             MD        21146              116,820.00
     103027744             FBRDRY           Union Bridge                             MD        21791               56,522.00
     103027785             FBRDRY           Brooklyn                                 NY        11216              375,000.00
     103027793             FBRDRY           Baltimore                                MD        21213               72,900.00
     103027850             FBRDRY           Germantown                               MD        20876              346,057.00
     103027884             FBRDRY           Pomona                                   CA        91768               73,000.00
     103027934             FBRDRY           Cleveland                                OH        44111              132,000.00
     103027959             FBRDRY           Manchester                               CT        06040              308,700.00
     103027967             FBRDRY           Hewlett                                  NY        11557              380,000.00
     103028023             FBRDRY           Shirley                                  NY        11967              134,000.00
     103028098             FBRDRY           Fort Scott                               KS        66701              134,100.00
     103028122             FBRDRY           Camden                                   NJ        08105               51,000.00
     103028163             FBRDRY           Inverness                                FL        34450               78,000.00
     103028213             FBRDRY           West Palm Beach                          FL        33407              128,500.00
     103028221             FBRDRY           Bound Brook                              NJ        08805              278,000.00
     103028288             FBRDRY           Tazewell                                 VA        24651               76,500.00
     103028353             FBRDRY           Haddon Township                          NJ        08108              110,000.00
     103028361             FBRDRY           New Castle                               DE        19720              141,900.00
     103028478             FBRDRY           Bethel                                   MN        55005              100,000.00
     103028692             FBRDRY           Minneapolis                              MN        55430              136,000.00
     103028767             FBRDRY           Orefield                                 PA        18069              229,400.00
     103028783             FBRDRY           Valdosta                                 GA        31602               68,600.00
     103028791             FBRDRY           Troy                                     NY        12182              152,000.00
     103028841             FBRDRY           West Palm Beach                          FL        33415               98,200.00
     103028858             FBRDRY           Easton                                   PA        18042               74,200.00
     103028882             FBRDRY           Bakersfield                              CA        93307              130,000.00
     103028890             FBRDRY           Morganton                                NC        28655               63,946.00
     103028999             FBRDRY           Miami                                    FL        33131              320,000.00
     103029013             FBRDRY           Pittsburgh                               PA        15237              213,500.00
     103029021             FBRDRY           Kissimmee                                FL        34741              117,000.00
     103029070             FBRDRY           Ridge Manor                              FL        33523               90,000.00
     103029120             FBRDRY           Belle Glade                              FL        33430              103,000.00
     103029153             FBRDRY           Westbury                                 NY        11590              235,000.00
     103029260             FBRDRY           Johnston                                 PA        15905              184,500.00
     103029310             FBRDRY           Wake Forest                              NC        27587              197,000.00
     103029377             FBRDRY           Saginaw                                  MI        48601              100,000.00
     103029385             FBRDRY           Omaha                                    NE        68104               66,500.00
     103029468             FBRDRY           Cumberland                               VA        23040               72,600.00
     103029526             FBRDRY           Carrizo Springs                          TX        78834              137,600.00
     103029542             FBRDRY           Holland                                  PA        18966              214,400.00
     103029567             FBRDRY           Las Vegas                                NV        89107              135,000.00
     103029633             FBRDRY           Milton                                   FL        32570               72,000.00
     103029666             FBRDRY           St. Louis                                MO        63125               99,680.00
     103029708             FBRDRY           Oneida                                   TN        37841               56,000.00
     103029716             FBRDRY           Norristown                               PA        19401               75,000.00
     103029823             FBRDRY           North Lauderdale                         FL        33068              233,750.00
     103029864             FBRDRY           Sanford                                  NC        27330               59,500.00
     103029880             FBRDRY           Adelphi                                  MD        20783              237,600.00
     103029898             FBRDRY           Melrose Park                             IL        60164              288,000.00
     103029930             FBRDRY           Sparta                                   NC        28675              140,000.00
     103029948             FBRDRY           Pompano Beach                            FL        33065               55,031.00
     103029955             FBRDRY           Manteno                                  IL        60950              257,000.00
     103029971             FBRDRY           Middle River                             MD        21220              200,000.00
     103029989             FBRDRY           Dallas                                   TX        75230              248,000.00
     103029997             FBRDRY           Fort Lauderdale                          FL        33312              210,000.00
     103030037             FBRDRY           Tillamook                                OR        97141              169,150.00
     103030045             FBRDRY           Lanoka Harbor                            NJ        08734              182,000.00
     103030102             FBRDRY           East Fishkill                            NY        12533              356,250.00
     103030151             FBRDRY           Helena                                   AL        35080              229,900.00
     103030185             FBRDRY           Debary                                   FL        32713               55,000.00
     103030193             FBRDRY           Bolingbrook                              IL        60440              159,800.00
     103030219             FBRDRY           Township Of West Orange                  NJ        07052              232,000.00
     103030227             FBRDRY           Salisbury                                MD        21804              180,000.00
     103030235             FBRDRY           Opa Locka                                FL        33055              164,000.00
     103030268             FBRDRY           Cazenovia                                NY        13035               80,000.00
     103030284             FBRDRY           Mastic                                   NY        11950               67,000.00
     103030292             FBRDRY           Uniondale                                NY        11553              365,750.00
     103030326             FBRDRY           Beaufort                                 SC        29906               80,000.00
     103030342             FBRDRY           Swansea                                  MA        02777              145,000.00
     103030359             FBRDRY           North Wilkesboro                         NC        28659               73,000.00
     103030367             FBRDRY           Coral Springs                            FL        33067              209,000.00
     103030375             FBRDRY           Conneaut                                 OH        44030               95,800.00
     103030417             FBRDRY           Brooklyn                                 NY        11221              552,500.00
     103030425             FBRDRY           Montauk                                  NY        11964              125,000.00
     103030441             FBRDRY           Trenton                                  IL        62293              149,130.00
     103030466             FBRDRY           Hillsdale                                NY        12529              248,500.00
     103030508             FBRDRY           Brooklyn                                 NY        11225              500,000.00
     103030524             FBRDRY           Egg Harbor City                          NJ        08215              180,000.00
     103030532             FBRDRY           Ellsworth                                ME        04605               80,000.00
     103030557             FBRDRY           Tempe                                    AZ        85282              122,000.00
     103030565             FBRDRY           Brooklyn                                 NY        11236              324,000.00
     103030599             FBRDRY           Sturgis                                  MI        49091               76,410.00
     103030623             FBRDRY           Avondale                                 AZ        85323              171,500.00
     103030656             FBRDRY           Minden                                   LA        71055               71,250.00
     103030672             FBRDRY           Saint Louis                              MO        63134               72,800.00
     103030714             FBRDRY           Bossier City                             LA        71112               43,000.00
     103030722             FBRDRY           Hempstead                                NY        11550               68,000.00
     103030730             FBRDRY           Wantagh                                  NY        11793              364,000.00
     103030755             FBRDRY           Joppa                                    MD        21085               80,000.00
     103030797             FBRDRY           Pace                                     FL        32571              143,000.00
     103030847             FBRDRY           Bridgeport                               CT        06606              148,000.00
     103030862             FBRDRY           New Durham                               NH        03855               89,000.00
     103030870             FBRDRY           Beallsville                              OH        43716              113,000.00
     103030920             FBRDRY           Worcester                                MA        01610               50,000.00
     103030946             FBRDRY           Galax                                    VA        24333               95,280.00
     103030953             FBRDRY           Philadelphia                             PA        19148               94,400.00
     103030961             FBRDRY           Mount Pleasant                           TN        38474               79,300.00
     103030979             FBRDRY           Orland Hills                             IL        60477              128,800.00
     103030987             FBRDRY           Point Of Rocks                           MD        21777               70,000.00
     103030995             FBRDRY           Jamaica                                  NY        11434              149,000.00
     103031001             FBRDRY           Newark                                   NJ        07103               51,500.00
     103031035             FBRDRY           South Holland                            IL        60473              152,000.00
     103031050             FBRDRY           Jonesboro                                GA        30236              120,000.00
     103031142             FBRDRY           Grafton                                  OH        44044               63,000.00
     103031175             FBRDRY           Collingswood                             NJ        08108              199,750.00
     103031183             FBRDRY           West Frankfort                           IL        62896              156,600.00
     103031191             FBRDRY           White Plains                             NY        10606              382,000.00
     103031217             FBRDRY           Delhi                                    NY        13753               29,061.00
     103031274             FBRDRY           Pontiac                                  MI        48342               63,750.00
     103031308             FBRDRY           Jonesboro                                GA        30236              120,000.00
     103031316             FBRDRY           Philadelphia                             PA        19146              114,000.00
     103031332             FBRDRY           Millville                                NJ        08332               87,957.00
     103031340             FBRDRY           Victorville                              CA        92392              229,500.00
     103031357             FBRDRY           Philadelphia                             PA        19126               70,700.00
     103031365             FBRDRY           Springhill                               LA        71075               59,200.00
     103031373             FBRDRY           Middleburg                               FL        32068               57,200.00
     103031415             FBRDRY           Chesapeake                               VA        23320              280,000.00
     103031423             FBRDRY           Medford                                  NY        11763               96,992.00
     103031449             FBRDRY           Bronx                                    NY        10466              369,000.00
     103031456             FBRDRY           Philadelphia                             PA        19148              110,500.00
     103031464             FBRDRY           Naples                                   FL        34120              292,000.00
     103031480             FBRDRY           Lathrup Village                          MI        48076              109,200.00
     103031530             FBRDRY           Clementon                                NJ        08021              238,500.00
     103031589             FBRDRY           Ocala                                    FL        34471              135,000.00
     103031597             FBRDRY           Flint                                    MI        48503               41,250.00
     103031605             FBRDRY           Chicago                                  IL        60617               84,800.00
     103031613             FBRDRY           Mechanicsville                           MD        20659              118,500.00
     103031639             FBRDRY           Meadville                                MO        64659               50,400.00
     103031670             FBRDRY           Ramdleman                                NC        27317              132,300.00
     103031688             FBRDRY           Hudson                                   NY        12534              100,000.00
     103031696             FBRDRY           Jersey City                              NJ        07307              274,000.00
     103031704             FBRDRY           Waterloo                                 NY        13165               95,000.00
     103031712             FBRDRY           Hamilton                                 OH        45015               84,170.00
     103031746             FBRDRY           Largo                                    FL        33774              142,188.00
     103031779             FBRDRY           West Orange                              NJ        07052              334,440.00
     103031837             FBRDRY           Newfield                                 NY        14867               50,000.00
     103031845             FBRDRY           Casa Grande                              AZ        85222               84,150.00
     103031860             FBRDRY           Brooklyn                                 NY        11203              125,000.00
     103031894             FBRDRY           South Richmond Hill                      NY        11419              512,000.00
     103031902             FBRDRY           Bronx                                    NY        10469              412,500.00
     103031910             FBRDRY           Brooklyn                                 NY        11220              302,000.00
     103031928             FBRDRY           Brooklyn                                 NY        11208              389,500.00
     103031944             FBRDRY           Natrona Heights                          PA        15065               37,800.00
     103031951             FBRDRY           Paterson                                 NJ        07501              262,500.00
     103031977             FBRDRY           Chicago                                  IL        60649               90,000.00
     103031993             FBRDRY           Marshfield                               MA        02050               50,000.00
     103032017             FBRDRY           Vandergrift                              PA        15690               90,000.00
     103032033             FBRDRY           San Ysidro                               CA        92173              450,000.00
     103032041             FBRDRY           Philadelphia                             PA        19138               52,000.00
     103032066             FBRDRY           Hollywood                                FL        33024              108,500.00
     103032074             FBRDRY           Fayetteville                             NC        28312              118,900.00
     103032082             FBRDRY           Fort Loudon                              PA        17224              150,000.00
     103032090             FBRDRY           Sewell                                   NJ        08080              217,500.00
     103032116             FBRDRY           Bronx                                    NY        10474              115,000.00
     103032124             FBRDRY           Hawaiian Gardens                         CA        90716              110,000.00
     103032132             FBRDRY           Winter Haven                             FL        33880              102,400.00
     103032140             FBRDRY           Chillicothe                              MO        64601               88,400.00
     103032173             FBRDRY           New Brighton                             PA        15066              234,500.00
     103032199             FBRDRY           Hialeah                                  FL        33015              230,000.00
     103032207             FBRDRY           Fort Myers                               FL        33913              183,300.00
     103032256             FBRDRY           Pulaski                                  TN        38478               61,750.00
     103032264             FBRDRY           Hamptonville                             NC        27020               40,000.00
     103032272             FBRDRY           Detroit                                  MI        48228               59,500.00
     103032298             FBRDRY           Littleton                                NH        03561              229,500.00
     103032322             FBRDRY           Port St Lucie                            FL        34984              158,240.00
     103032348             FBRDRY           Twin Lakes                               MN        56089              116,400.00
     103032397             FBRDRY           Orange Park                              FL        32073               95,000.00
     103032405             FBRDRY           Mesa                                     AZ        85206               97,500.00
     103032413             FBRDRY           Philadelphia                             PA        19120              190,000.00
     103032439             FBRDRY           Northlake                                IL        60164              129,250.00
     103032447             FBRDRY           Effingham                                NH        03814              154,000.00
     103032454             FBRDRY           Salem                                    MA        01970              345,000.00
     103032470             FBRDRY           Bellmore                                 NY        11710              425,000.00
     103032488             FBRDRY           Riverdale                                GA        30274               85,000.00
     103032504             FBRDRY           Dallas                                   TX        75232               95,200.00
     103032512             FBRDRY           Ware                                     MA        01082              135,000.00
     103032520             FBRDRY           Olivette                                 MO        63132              114,000.00
     103032538             FBRDRY           Miramar                                  FL        33027              198,250.00
     103032553             FBRDRY           Brooklyn                                 NY        11221              185,000.00
     103032561             FBRDRY           Watertown                                NY        13601              108,750.00
     103032579             FBRDRY           Phoenix                                  AZ        85022              116,950.00
     103032587             FBRDRY           Bonney Lake                              WA        98391              263,400.00
     103032595             FBRDRY           Laughlin                                 NV        89029              111,870.00
     103032629             FBRDRY           Brooklyn                                 NY        11217              297,000.00
     103032652             FBRDRY           Sugar Creek                              MO        64054               45,000.00
     103032660             FBRDRY           Silver Spring                            MD        20903              175,000.00
     103032678             FBRDRY           Springfield                              KY        40069              225,000.00
     103032694             FBRDRY           Salisbury                                MD        21801               82,300.00
     103032702             FBRDRY           Chicago                                  IL        60651              176,000.00
     103032710             FBRDRY           Lakeland                                 FL        33801               53,300.00
     103032736             FBRDRY           Pittsburgh                               PA        15229               89,250.00
     103032744             FBRDRY           Baltimore                                MD        21205               51,400.00
     103032751             FBRDRY           Baltimore                                MD        21215               85,800.00
     103032769             FBRDRY           Rockville                                MD        20851              312,000.00
     103032777             FBRDRY           Pace                                     FL        32571               56,500.00
     103032819             FBRDRY           Pleasant Shade                           TN        37145               86,500.00
     103032835             FBRDRY           Grants Pass                              OR        97526               50,000.00
     103032843             FBRDRY           Brooklyn                                 NY        11234              322,500.00
     103032850             FBRDRY           Brooklyn                                 NY        11210              440,000.00
     103032868             FBRDRY           Derry                                    NH        03038               45,000.00
     103032876             FBRDRY           Mount Vernon                             NY        10550              536,000.00
     103032884             FBRDRY           Mc Keesport                              PA        15131               42,250.00
     103032900             FBRDRY           Queen Creek                              AZ        85242              187,500.00
     103032918             FBRDRY           Alamosa                                  CO        81101               63,700.00
     103032942             FBRDRY           Boynton Beach                            FL        33436              153,000.00
     103032967             FBRDRY           Douglass                                 TX        75943              273,000.00
     103032975             FBRDRY           Hardin                                   KY        42048              125,000.00
     103032983             FBRDRY           Rocky Hill                               CT        06067              162,250.00
     103032991             FBRDRY           Woodbury                                 CT        06798              175,000.00
     103033007             FBRDRY           Mount Vernon                             OH        43050              127,350.00
     103033031             FBRDRY           Fort Johnson                             NY        12070               46,400.00
     103033056             FBRDRY           Rockledge                                FL        32955              182,400.00
     103033064             FBRDRY           Birmingham                               AL        35205               42,700.00
     103033072             FBRDRY           Melbourne                                FL        32935               91,000.00
     103033080             FBRDRY           East Orange                              NJ        07019              217,000.00
     103033098             FBRDRY           Kingston                                 NY        12401              116,600.00
     103033106             FBRDRY           Baltimore                                MD        21217              262,500.00
     103033114             FBRDRY           Orange City                              FL        32763              145,000.00
     103033122             FBRDRY           Jacksonville                             FL        32209               71,200.00
     103033130             FBRDRY           Winter Garden                            FL        34787              118,500.00
     103033163             FBRDRY           Hendersonville                           NC        28792              166,000.00
     103033171             FBRDRY           Lake Ariel                               PA        18436               50,000.00
     103033197             FBRDRY           Lake Isabella                            CA        93240              158,800.00
     103033213             FBRDRY           Central Falls                            RI        02863              322,500.00
     103033221             FBRDRY           New Eagle                                PA        15067               73,800.00
     103033239             FBRDRY           Monroe                                   WA        98272              180,000.00
     103033247             FBRDRY           Burnsville                               NC        28714              105,000.00
     103033262             FBRDRY           Lakeland                                 FL        33810              145,575.00
     103033288             FBRDRY           Alexandria                               KY        41001               46,000.00
     103033304             FBRDRY           Norristown                               PA        19401               90,000.00
     103033312             FBRDRY           Mount Vernon                             NY        10552              460,000.00
     103033320             FBRDRY           Opa Locka                                FL        33054              129,600.00
     103033338             FBRDRY           Woodhaven                                NY        11421              595,000.00
     103033353             FBRDRY           Wixom                                    MI        48393              309,600.00
     103033361             FBRDRY           Cape Coral                               FL        33909              202,500.00
     103033387             FBRDRY           Clarksville                              VA        23927              117,000.00
     103033395             FBRDRY           Oakland Park                             FL        33309              166,500.00
     103033403             FBRDRY           Providence                               RI        02907              213,000.00
     103033411             FBRDRY           Cleveland                                GA        30528              118,000.00
     103033437             FBRDRY           Parkville                                MD        21234               94,500.00
     103033445             FBRDRY           Paramount                                CA        90723              290,000.00
     103033452             FBRDRY           Denton                                   TX        76208              144,200.00
     103033460             FBRDRY           West Palm Beach                          FL        33417              212,000.00
     103033494             FBRDRY           Okeechobee                               FL        34974               38,100.00
     103033502             FBRDRY           New Britain                              CT        06053              207,000.00
     103033510             FBRDRY           Grafton                                  VA        23692              156,000.00
     103033536             FBRDRY           Culpeper                                 VA        22701              278,000.00
     103033544             FBRDRY           Sarona                                   WI        54870