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Delaware
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1-14122
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75-2386963
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Third Amendment to Second Amended and Restated Master Repurchase Agreement, dated September 23, 2016, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, and a Buyer, and all other buyers.
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D.R. Horton, Inc.
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Date:
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September 27, 2016
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By:
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/
S
/ B
ILL
W. W
HEAT
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Bill W. Wheat
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Executive Vice President and
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Chief Financial Officer
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Exhibit
Number
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Description
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10.1
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Third Amendment to Second Amended and Restated Master Repurchase Agreement, dated September 23, 2016, among DHI Mortgage Company, Ltd., U.S. Bank National Association, as Administrative Agent, and a Buyer, and all other buyers.
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Investor
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S&P CP Rating
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Moody’s CP Rating
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Related Parent Company/Lead Bank
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Product Approval
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Bayview Financial
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N/A
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N/A
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Bayview Asset Management
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Conforming
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Charter Bank
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N/A
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N/A
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Conforming
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CitiMortgage, Inc.
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A-1
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P-1
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Citibank, N.A.
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Conforming/Non-conforming
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Colonial Savings and Loan Association
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N/A
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N/A
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Conforming
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Connective Mortgage Advisory Corporation
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A-2
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P-2
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AIG
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Conforming/Non-conforming
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Credit Suisse Securities (USA) LLC
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A-1
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P-1
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Credit Suisse AG
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Conforming/Non-conforming
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Empire Mortgage, Inc.
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N/A
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N/A
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Conforming
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Everbank
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N/A
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N/A
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Conforming/Non-conforming
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Federal Home Loan Mortgage Corporation (FHLMC)
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N/A
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N/A
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Conforming
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Federal National Mortgage Assoc. (FNMA)
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N/A
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N/A
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Conforming
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First Mortgage Corporation
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N/A
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N/A
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Conforming
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First Tribal Lending
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N/A
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N/A
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Conforming
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Franklin Credit Management Group
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N/A
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N/A
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Conforming
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Government National Mortgage Assoc. (GNMA)
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N/A
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N/A
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Conforming
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Goldman, Sachs & Co.
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A-2
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P-2
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Goldman Sachs Bank, USA
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Conforming
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JPMorgan Chase Bank
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A-1
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P-1
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JPMorgan Chase & Co.
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Conforming/Non-conforming
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JPMorgan Chase Bank NA
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A-1
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P-1
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JPMorgan Chase Bank NA
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Conforming/Non-conforming
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Lakeview Loan Servicing
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N/A
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N/A
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Conforming
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Leader Financial Services
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N/A
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N/A
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Conforming
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Marsh Associates, Inc.
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N/A
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N/A
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Conforming
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Merrill Lynch Credit Corporation
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N/A
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N/A
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Conforming
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Morgan Stanley Mortgage Capital
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A-1
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P-1
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Conforming/Non-conforming
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PennyMac Mortgage Investment Trust
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N/A
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N/A
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Conforming/Non-conforming
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Redwood Trust
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N/A
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N/A
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Conforming/Non-conforming
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Residential Mortgage Solution
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N/A
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N/A
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Conforming
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SN Servicing Corporation
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N/A
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N/A
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Conforming
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Standard Mortgage Corporation
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N/A
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N/A
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Conforming
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Steel Mountain Capital, LLC
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N/A
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N/A
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Conforming
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UBS
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A-1
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P-1
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UBS AG
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Conforming/Non-conforming
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US Bank Home Mortgage
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A-1
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P-1
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U.S. Bancorp
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Conforming/Non-conforming
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Wells Fargo Bank, N.A.
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A-1
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P-1
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Wells Fargo & Company
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Conforming/Non-conforming
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West Coast Servicing, Inc.
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N/A
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N/A
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Conforming
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Housing Agencies
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Master Servicer
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Alabama Housing Finance Authority
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N/A
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N/A
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Conforming
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California Housing Finance Agency
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N/A
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N/A
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USBHM
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Conforming
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Colorado Housing & Finance Authority
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N/A
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N/A
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Conforming
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Georgia Housing and Finance Authority
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N/A
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N/A
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Conforming
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Idaho Housing and Finance Authority
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N/A
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N/A
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Conforming
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Illinois Housing Development Authority
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N/A
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N/A
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USBHM
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Conforming
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Minnesota Housing Finance Agency
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N/A
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N/A
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USBHM
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Conforming
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New Mexico Finance Authority
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N/A
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N/A
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Conforming
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Nevada Housing Division
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N/A
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N/A
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USBHM
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Conforming
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North Carolina Housing Finance
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N/A
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N/A
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Conforming
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Oregon Housing and Community Services
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N/A
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N/A
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Conforming
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South Carolina State Housing Finance
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N/A
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N/A
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USBHM
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Conforming
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Utah Housing Corporation
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N/A
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N/A
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Conforming
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Washington State Housing Finance Commission
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N/A
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N/A
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Conforming
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Buyer
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Except as provided in the below chart, Committed Sum for each period from and including the following dates in any calendar year to and including the following dates in any calendar year:
January 24 - March 24
April 26 - June 23
July 26 - September 22
October 25 - December 22
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Except as provided in the below chart, Committed Sum for each period from and including the following dates in any calendar year to and including the following dates in any calendar year:
March 25 - April 25
June 24 - July 25
September 23 - October 24
December 23 - January 23
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U.S. Bank National Association
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$
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190,000,000.00
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$
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220,000,000.00
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Associated Bank, N.A.
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$
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33,250,000.00
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$
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38,500,000.00
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Branch Banking & Trust Company
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$
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83,125,000.00
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$
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96,250,000.00
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Comerica Bank
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$
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83,125,000.00
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$
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96,250,000.00
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Everbank
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$
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61,750,000.00
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$
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71,500,000.00
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Capital One Bank
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$
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23,750,000.00
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$
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27,500,000.00
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Maximum Aggregate Commitment
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$
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475,000,000.00
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$
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550,000,000.00
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Buyer
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Committed Sum for September 23, 2016
through and including November 21, 2016
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U.S. Bank National Association
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$
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280,000,000.00
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Associated Bank, N.A.
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$
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49,000,000.00
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Branch Banking & Trust Company
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$
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122,500,000.00
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Comerica Bank
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$
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122,500,000.00
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Everbank
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$
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91,000,000.00
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Capital One Bank
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$
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35,000,000.00
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Maximum Aggregate Commitment
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$
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700,000,000.00
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