BEAR STEARNS ASSET BACKED SECURITIES I LLC, Depositor, EMC MORTGAGE CORPORATION, Seller and Company, LASALLE BANK NATIONAL ASSOCIATION, Master Servicer and Securities Administrator, and CITIBANK, N.A. Trustee POOLING AND SERVICING AGREEMENT Dated as...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
Depositor,
EMC
MORTGAGE CORPORATION,
Seller
and Company,
LASALLE
BANK NATIONAL ASSOCIATION,
Master
Servicer and Securities Administrator,
and
CITIBANK,
N.A.
Trustee
Dated
as
of February 1, 2007
MORTGAGE-BACKED
CERTIFICATES, SERIES 2007-2
TABLE
OF CONTENTS
ARTICLE
I
|
|
DEFINITIONS
|
|
Section
1.01
|
Defined
Terms.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
|
|
CONVEYANCE
OF TRUST FUND REPRESENTATIONS AND WARRANTIES
|
|
Section
2.01
|
Conveyance
of Trust Fund.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of the Company, the Master Servicer, and
EMC as
Seller.
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
|
|
ADMINISTRATION
AND SERVICING OF EMC MORTGAGE LOANS BY THE COMPANY
|
|
Section
3.01
|
The
Company.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Company to Be Held for
Trustee.
|
Section
3.05
|
Optional
Purchase of Certain Mortgage Loans.
|
Section
3.06
|
Release
of Mortgage Files.
|
Section
3.07
|
Maintenance
of Hazard Insurance.
|
Section
3.08
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.09
|
Books
and Records.
|
Section
3.10
|
Custodian
to Retain Possession of Certain Insurance Policies and
Documents.
|
Section
3.11
|
Fidelity
Bond, Errors and Omissions Insurance.
|
Section
3.12
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
Section
3.13
|
Servicing
Compensation.
|
Section
3.14
|
REO
Property.
|
Section
3.15
|
Liquidation
Reports.
|
Section
3.16
|
Annual
Statement as to Compliance.
|
Section
3.17
|
Assessments
of Compliance and Attestation Reports.
|
Section
3.18
|
Reports
Filed with Securities and Exchange Commission.
|
Section
3.19
|
Intention
of the Parties and Interpretation.
|
ARTICLE
IV
|
|
MASTER
SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
|
|
Section
4.01
|
Master
Servicer.
|
Section
4.02
|
Monitoring
of Company and Servicer.
|
Section
4.03
|
Fidelity
Bond.
|
Section
4.04
|
Power
to Act; Procedures.
|
Section
4.05
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
4.06
|
Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer
To Be Held for Trustee.
|
Section
4.07
|
Presentment
of Claims and Collection of Proceeds.
|
Section
4.08
|
Realization
Upon Defaulted Mortgage Loans.
|
Section
4.09
|
Compensation
of the Master Servicer.
|
Section
4.10
|
REO
Property.
|
Section
4.11
|
UCC.
|
Section
4.12
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
Section
4.13
|
Reserved.
|
Section
4.14
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A, Class M or Class B
Certificates.
|
ARTICLE
V
|
|
ACCOUNTS
|
|
Section
5.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
5.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
5.03
|
Reports
to the Master Servicer.
|
Section
5.04
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
Section
5.05
|
Protected
Accounts.
|
Section
5.06
|
Master
Servicer Collection Account
|
Section
5.07
|
Permitted
Withdrawals and Transfers from the Master Servicer Collection
Account.
|
Section
5.08
|
Distribution
Account.
|
Section
5.09
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
ARTICLE
VI
|
|
DISTRIBUTIONS
AND ADVANCES
|
|
Section
6.01
|
Advances.
|
Section
6.02
|
Compensating
Interest Payments.
|
Section
6.03
|
REMIC
Distributions.
|
Section
6.04
|
Distributions.
|
Section
6.05
|
Allocation
of Realized Losses.
|
Section
6.06
|
Monthly
Statements to Certificateholders.
|
Section
6.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VII
|
|
THE
CERTIFICATES
|
|
Section
7.01
|
The
Certificates.
|
Section
7.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
7.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
7.04
|
Persons
Deemed Owners.
|
Section
7.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
7.06
|
Book-Entry
Certificates.
|
Section
7.07
|
Notices
to Depository.
|
Section
7.08
|
Definitive
Certificates.
|
Section
7.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VIII
|
|
THE
DEPOSITOR, THE COMPANy AND THE MASTER SERVICER
|
|
Section
8.01
|
Liabilities
of the Depositor, the Company and the Master Servicer.
|
Section
8.02
|
Merger
or Consolidation of the Depositor, the Company or the Master
Servicer.
|
Section
8.03
|
Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
|
Section
8.04
|
Limitations
on Liability of the Depositor, the Company, the Master Servicer and
Others.
|
Section
8.05
|
Master
Servicer and Company Not to Resign.
|
Section
8.06
|
Successor
Master Servicer.
|
Section
8.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
IX
|
|
DEFAULT;
TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
|
|
Section
9.01
|
Events
of Default.
|
Section
9.02
|
Trustee
to Act; Appointment of Successor.
|
Section
9.03
|
Notification
to Certificateholders.
|
Section
9.04
|
Waiver
of Defaults.
|
Section
9.05
|
Company
Default.
|
Section
9.06
|
Waiver
of Company Defaults.
|
ARTICLE
X
|
|
CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
|
Section
10.01
|
Duties
of Trustee and the Securities Administrator.
|
Section
10.02
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
Section
10.03
|
Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
|
Section
10.04
|
Trustee
and Securities Administrator May Own Certificates.
|
Section
10.05
|
Trustee’s
and Securities Administrator’s Fees and Expenses.
|
Section
10.06
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
Section
10.07
|
Insurance.
|
Section
10.08
|
Resignation
and Removal of Trustee and Securities Administrator.
|
Section
10.09
|
Successor
Trustee or Securities Administrator.
|
Section
10.10
|
Merger
or Consolidation of Trustee or Securities
Administrator.
|
Section
10.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
10.12
|
Tax
Matters.
|
Section
10.13
|
REMIC-Related
Covenants.
|
ARTICLE
XI
|
|
TERMINATION
|
|
Section
11.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
11.02
|
Final
Distribution on the Certificates.
|
Section
11.03
|
Additional
Termination Requirements.
|
ARTICLE
XII
|
|
MISCELLANEOUS
PROVISIONS
|
|
Section
12.01
|
Amendment.
|
Section
12.02
|
Recordation
of Agreement; Counterparts.
|
Section
12.03
|
Governing
Law.
|
Section
12.04
|
Intention
of Parties.
|
Section
12.05
|
Notices.
|
Section
12.06
|
Severability
of Provisions.
|
Section
12.07
|
Assignment.
|
Section
12.08
|
Limitation
on Rights of Certificateholders.
|
Section
12.09
|
Inspection
and Audit Rights.
|
Section
12.10
|
Certificates
Nonassessable and Fully Paid.
|
Section
12.11
|
Third
Party Rights.
|
Exhibits
|
||
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class B Certificates
|
|
Exhibit
A-4
|
Form
of Class C Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
A-6
|
Form
of Class X Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer Affidavit
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Reserved
|
|
Exhibit
K
|
Form
of Custodial Agreement
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Form
of Back-Up Certification
|
|
Exhibit
N
|
Swap
Agreement
|
|
Exhibit
O
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
Q
|
Additional
Disclosure Notification
|
|
Exhibit
R-1
|
Form
of GMACM Servicing Agreement
|
|
Exhibit
R-2
|
Form
of GMACM Assignment, Assumption and Recognition
Agreement
|
|
Exhibit
S
|
Form
of Transferor Affidavit
|
POOLING
AND SERVICING AGREEMENT, dated as of February 1, 2007, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as company (in such capacity, the “Company”),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as master
servicer (in such capacity, the “Master Servicer”) and as securities
administrator (in such capacity, the “Securities Administrator”), and CITIBANK,
N.A., a national banking association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. On or prior to the Closing Date, the Depositor
acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor
will sell the Mortgage Loans and certain other property to the Trust Fund and
receive in consideration therefor Certificates evidencing the entire beneficial
ownership interest in the Trust Fund.
REMIC
I
As
provided herein, the Securities Administrator, on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the Mortgage Loans
and certain other related assets subject to this Agreement (other than the
Reserve Fund, any Prepayment Charge Waiver Amounts and, for the avoidance of
doubt, the Supplemental Interest Trust, the Swap Agreement, the Swap Account,
the Swap Collateral Account and any rights or obligations in respect of the
Swap
Administration Agreement) as a REMIC (as defined herein) for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC I”.
The Class R-1 Certificates will represent the sole class of Residual Interests
(as defined herein) in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I
Regular Interests (as defined herein). None of the REMIC I Regular Interests
will be certificated.
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
|||
I-1-A
|
Variable(2)
|
$
|
3,437,202.14
|
February
25, 2037
|
||
I-1-B
|
Variable(2)
|
$
|
3,437,202.14
|
February
25, 2037
|
||
I-2-A
|
Variable(2)
|
$
|
3,315,447.16
|
February
25, 2037
|
||
I-2-B
|
Variable(2)
|
$
|
3,315,447.16
|
February
25, 2037
|
||
I-3-A
|
Variable(2)
|
$
|
3,197,999.69
|
February
25, 2037
|
||
I-3-B
|
Variable(2)
|
$
|
3,197,999.69
|
February
25, 2037
|
||
I-4-A
|
Variable(2)
|
$
|
3,084,707.47
|
February
25, 2037
|
||
I-4-B
|
Variable(2)
|
$
|
3,084,707.47
|
February
25, 2037
|
||
I-5-A
|
Variable(2)
|
$
|
2,975,423.62
|
February
25, 2037
|
||
I-5-B
|
Variable(2)
|
$
|
2,975,423.62
|
February
25, 2037
|
||
I-6-A
|
Variable(2)
|
$
|
2,870,006.46
|
February
25, 2037
|
||
I-6-B
|
Variable(2)
|
$
|
2,870,006.46
|
February
25, 2037
|
||
I-7-A
|
Variable(2)
|
$
|
2,768,319.29
|
February
25, 2037
|
||
I-7-B
|
Variable(2)
|
$
|
2,768,319.29
|
February
25, 2037
|
||
I-8-A
|
Variable(2)
|
$
|
2,670,230.27
|
February
25, 2037
|
||
I-8-B
|
Variable(2)
|
$
|
2,670,230.27
|
February
25, 2037
|
||
I-9-A
|
Variable(2)
|
$
|
2,575,612.20
|
February
25, 2037
|
||
I-9-B
|
Variable(2)
|
$
|
2,575,612.20
|
February
25, 2037
|
||
I-10-A
|
Variable(2)
|
$
|
2,484,342.36
|
February
25, 2037
|
||
I-10-B
|
Variable(2)
|
$
|
2,484,342.36
|
February
25, 2037
|
||
I-11-A
|
Variable(2)
|
$
|
2,396,302.41
|
February
25, 2037
|
||
I-11-B
|
Variable(2)
|
$
|
2,396,302.41
|
February
25, 2037
|
||
I-12-A
|
Variable(2)
|
$
|
2,311,378.13
|
February
25, 2037
|
||
I-12-B
|
Variable(2)
|
$
|
2,311,378.13
|
February
25, 2037
|
||
I-13-A
|
Variable(2)
|
$
|
2,229,459.39
|
February
25, 2037
|
||
I-13-B
|
Variable(2)
|
$
|
2,229,459.39
|
February
25, 2037
|
||
I-14-A
|
Variable(2)
|
$
|
2,150,439.93
|
February
25, 2037
|
||
I-14-B
|
Variable(2)
|
$
|
2,150,439.93
|
February
25, 2037
|
||
I-15-A
|
Variable(2)
|
$
|
2,074,217.22
|
February
25, 2037
|
||
I-15-B
|
Variable(2)
|
$
|
2,074,217.22
|
February
25, 2037
|
||
I-16-A
|
Variable(2)
|
$
|
2,000,692.39
|
February
25, 2037
|
||
I-16-B
|
Variable(2)
|
$
|
2,000,692.39
|
February
25, 2037
|
||
I-17-A
|
Variable(2)
|
$
|
1,929,770.05
|
February
25, 2037
|
||
I-17-B
|
Variable(2)
|
$
|
1,929,770.05
|
February
25, 2037
|
||
I-18-A
|
Variable(2)
|
$
|
1,861,358.17
|
February
25, 2037
|
||
I-18-B
|
Variable(2)
|
$
|
1,861,358.17
|
February
25, 2037
|
||
I-19-A
|
Variable(2)
|
$
|
1,795,367.98
|
February
25, 2037
|
||
I-19-B
|
Variable(2)
|
$
|
1,795,367.98
|
February
25, 2037
|
||
I-20-A
|
Variable(2)
|
$
|
1,731,713.85
|
February
25, 2037
|
||
I-20-B
|
Variable(2)
|
$
|
1,731,713.85
|
February
25, 2037
|
||
I-21-A
|
Variable(2)
|
$
|
1,670,313.17
|
February
25, 2037
|
||
I-21-B
|
Variable(2)
|
$
|
1,670,313.17
|
February
25, 2037
|
||
I-22-A
|
Variable(2)
|
$
|
1,611,086.26
|
February
25, 2037
|
||
I-22-B
|
Variable(2)
|
$
|
1,611,086.26
|
February
25, 2037
|
||
I-23-A
|
Variable(2)
|
$
|
1,553,956.23
|
February
25, 2037
|
||
I-23-B
|
Variable(2)
|
$
|
1,553,956.23
|
February
25, 2037
|
||
I-24-A
|
Variable(2)
|
$
|
1,498,848.93
|
February
25, 2037
|
||
I-24-B
|
Variable(2)
|
$
|
1,498,848.93
|
February
25, 2037
|
||
I-25-A
|
Variable(2)
|
$
|
1,445,692.83
|
February
25, 2037
|
||
I-25-B
|
Variable(2)
|
$
|
1,445,692.83
|
February
25, 2037
|
||
I-26-A
|
Variable(2)
|
$
|
1,394,418.91
|
February
25, 2037
|
||
I-26-B
|
Variable(2)
|
$
|
1,394,418.91
|
February
25, 2037
|
||
I-27-A
|
Variable(2)
|
$
|
1,344,960.61
|
February
25, 2037
|
||
I-27-B
|
Variable(2)
|
$
|
1,344,960.61
|
February
25, 2037
|
||
I-28-A
|
Variable(2)
|
$
|
1,297,253.71
|
February
25, 2037
|
||
I-28-B
|
Variable(2)
|
$
|
1,297,253.71
|
February
25, 2037
|
||
I-29-A
|
Variable(2)
|
$
|
1,251,236.26
|
February
25, 2037
|
||
I-29-B
|
Variable(2)
|
$
|
1,251,236.26
|
February
25, 2037
|
||
I-30-A
|
Variable(2)
|
$
|
1,206,848.50
|
February
25, 2037
|
||
I-30-B
|
Variable(2)
|
$
|
1,206,848.50
|
February
25, 2037
|
||
I-31-A
|
Variable(2)
|
$
|
1,164,032.79
|
February
25, 2037
|
||
I-31-B
|
Variable(2)
|
$
|
1,164,032.79
|
February
25, 2037
|
||
I-32-A
|
Variable(2)
|
$
|
1,122,733.52
|
February
25, 2037
|
||
I-32-B
|
Variable(2)
|
$
|
1,122,733.52
|
February
25, 2037
|
||
I-33-A
|
Variable(2)
|
$
|
1,082,897.04
|
February
25, 2037
|
||
I-33-B
|
Variable(2)
|
$
|
1,082,897.04
|
February
25, 2037
|
||
I-34-A
|
Variable(2)
|
$
|
1,044,471.61
|
February
25, 2037
|
||
I-34-B
|
Variable(2)
|
$
|
1,044,471.61
|
February
25, 2037
|
||
I-35-A
|
Variable(2)
|
$
|
1,007,407.30
|
February
25, 2037
|
||
I-35-B
|
Variable(2)
|
$
|
1,007,407.30
|
February
25, 2037
|
||
I-36-A
|
Variable(2)
|
$
|
971,655.96
|
February
25, 2037
|
||
I-36-B
|
Variable(2)
|
$
|
971,655.96
|
February
25, 2037
|
||
I-37-A
|
Variable(2)
|
$
|
937,171.15
|
February
25, 2037
|
||
I-37-B
|
Variable(2)
|
$
|
937,171.15
|
February
25, 2037
|
||
I-38-A
|
Variable(2)
|
$
|
903,908.04
|
February
25, 2037
|
||
I-38-B
|
Variable(2)
|
$
|
903,908.04
|
February
25, 2037
|
||
I-39-A
|
Variable(2)
|
$
|
871,823.41
|
February
25, 2037
|
||
I-39-B
|
Variable(2)
|
$
|
871,823.41
|
February
25, 2037
|
||
I-40-A
|
Variable(2)
|
$
|
840,875.57
|
February
25, 2037
|
||
I-40-B
|
Variable(2)
|
$
|
840,875.57
|
February
25, 2037
|
||
I-41-A
|
Variable(2)
|
$
|
811,024.29
|
February
25, 2037
|
||
I-41-B
|
Variable(2)
|
$
|
811,024.29
|
February
25, 2037
|
||
I-42-A
|
Variable(2)
|
$
|
782,230.77
|
February
25, 2037
|
||
I-42-B
|
Variable(2)
|
$
|
782,230.77
|
February
25, 2037
|
||
I-43-A
|
Variable(2)
|
$
|
754,457.58
|
February
25, 2037
|
||
I-43-B
|
Variable(2)
|
$
|
754,457.58
|
February
25, 2037
|
||
I-44-A
|
Variable(2)
|
$
|
727,668.60
|
February
25, 2037
|
||
I-44-B
|
Variable(2)
|
$
|
727,668.60
|
February
25, 2037
|
||
I-45-A
|
Variable(2)
|
$
|
19,708,856.45
|
February
25, 2037
|
||
I-45-B
|
Variable(2)
|
$
|
19,708,856.45
|
February
25, 2037
|
||
II-1-A
|
Variable(2)
|
$
|
502,952.50
|
February
25, 2037
|
||
II-1-B
|
Variable(2)
|
$
|
502,952.50
|
February
25, 2037
|
||
II-2-A
|
Variable(2)
|
$
|
485,136.57
|
February
25, 2037
|
||
II-2-B
|
Variable(2)
|
$
|
485,136.57
|
February
25, 2037
|
||
II-3-A
|
Variable(2)
|
$
|
467,950.93
|
February
25, 2037
|
||
II-3-B
|
Variable(2)
|
$
|
467,950.93
|
February
25, 2037
|
||
II-4-A
|
Variable(2)
|
$
|
451,373.32
|
February
25, 2037
|
||
II-4-B
|
Variable(2)
|
$
|
451,373.32
|
February
25, 2037
|
||
II-5-A
|
Variable(2)
|
$
|
435,382.24
|
February
25, 2037
|
||
II-5-B
|
Variable(2)
|
$
|
435,382.24
|
February
25, 2037
|
||
II-6-A
|
Variable(2)
|
$
|
419,956.95
|
February
25, 2037
|
||
II-6-B
|
Variable(2)
|
$
|
419,956.95
|
February
25, 2037
|
||
II-7-A
|
Variable(2)
|
$
|
405,077.46
|
February
25, 2037
|
||
II-7-B
|
Variable(2)
|
$
|
405,077.46
|
February
25, 2037
|
||
II-8-A
|
Variable(2)
|
$
|
390,724.47
|
February
25, 2037
|
||
II-8-B
|
Variable(2)
|
$
|
390,724.47
|
February
25, 2037
|
||
II-9-A
|
Variable(2)
|
$
|
376,879.38
|
February
25, 2037
|
||
II-9-B
|
Variable(2)
|
$
|
376,879.38
|
February
25, 2037
|
||
II-10-A
|
Variable(2)
|
$
|
363,524.21
|
February
25, 2037
|
||
II-10-B
|
Variable(2)
|
$
|
363,524.21
|
February
25, 2037
|
||
II-11-A
|
Variable(2)
|
$
|
350,641.67
|
February
25, 2037
|
||
II-11-B
|
Variable(2)
|
$
|
350,641.67
|
February
25, 2037
|
||
II-12-A
|
Variable(2)
|
$
|
338,215.03
|
February
25, 2037
|
||
II-12-B
|
Variable(2)
|
$
|
338,215.03
|
February
25, 2037
|
||
II-13-A
|
Variable(2)
|
$
|
326,228.17
|
February
25, 2037
|
||
II-13-B
|
Variable(2)
|
$
|
326,228.17
|
February
25, 2037
|
||
II-14-A
|
Variable(2)
|
$
|
314,665.56
|
February
25, 2037
|
||
II-14-B
|
Variable(2)
|
$
|
314,665.56
|
February
25, 2037
|
||
II-15-A
|
Variable(2)
|
$
|
303,512.19
|
February
25, 2037
|
||
II-15-B
|
Variable(2)
|
$
|
303,512.19
|
February
25, 2037
|
||
II-16-A
|
Variable(2)
|
$
|
292,753.58
|
February
25, 2037
|
||
II-16-B
|
Variable(2)
|
$
|
292,753.58
|
February
25, 2037
|
||
II-17-A
|
Variable(2)
|
$
|
282,375.79
|
February
25, 2037
|
||
II-17-B
|
Variable(2)
|
$
|
282,375.79
|
February
25, 2037
|
||
II-18-A
|
Variable(2)
|
$
|
272,365.34
|
February
25, 2037
|
||
II-18-B
|
Variable(2)
|
$
|
272,365.34
|
February
25, 2037
|
||
II-19-A
|
Variable(2)
|
$
|
262,709.26
|
February
25, 2037
|
||
II-19-B
|
Variable(2)
|
$
|
262,709.26
|
February
25, 2037
|
||
II-20-A
|
Variable(2)
|
$
|
253,394.99
|
February
25, 2037
|
||
II-20-B
|
Variable(2)
|
$
|
253,394.99
|
February
25, 2037
|
||
II-21-A
|
Variable(2)
|
$
|
244,410.47
|
February
25, 2037
|
||
II-21-B
|
Variable(2)
|
$
|
244,410.47
|
February
25, 2037
|
||
II-22-A
|
Variable(2)
|
$
|
235,744.02
|
February
25, 2037
|
||
II-22-B
|
Variable(2)
|
$
|
235,744.02
|
February
25, 2037
|
||
II-23-A
|
Variable(2)
|
$
|
227,384.41
|
February
25, 2037
|
||
II-23-B
|
Variable(2)
|
$
|
227,384.41
|
February
25, 2037
|
||
II-24-A
|
Variable(2)
|
$
|
219,320.77
|
February
25, 2037
|
||
II-24-B
|
Variable(2)
|
$
|
219,320.77
|
February
25, 2037
|
||
II-25-A
|
Variable(2)
|
$
|
211,542.64
|
February
25, 2037
|
||
II-25-B
|
Variable(2)
|
$
|
211,542.64
|
February
25, 2037
|
||
II-26-A
|
Variable(2)
|
$
|
204,039.93
|
February
25, 2037
|
||
II-26-B
|
Variable(2)
|
$
|
204,039.93
|
February
25, 2037
|
||
II-27-A
|
Variable(2)
|
$
|
196,802.89
|
February
25, 2037
|
||
II-27-B
|
Variable(2)
|
$
|
196,802.89
|
February
25, 2037
|
||
II-28-A
|
Variable(2)
|
$
|
189,822.12
|
February
25, 2037
|
||
II-28-B
|
Variable(2)
|
$
|
189,822.12
|
February
25, 2037
|
||
II-29-A
|
Variable(2)
|
$
|
183,088.56
|
February
25, 2037
|
||
II-29-B
|
Variable(2)
|
$
|
183,088.56
|
February
25, 2037
|
||
II-30-A
|
Variable(2)
|
$
|
176,593.48
|
February
25, 2037
|
||
II-30-B
|
Variable(2)
|
$
|
176,593.48
|
February
25, 2037
|
||
II-31-A
|
Variable(2)
|
$
|
170,328.42
|
February
25, 2037
|
||
II-31-B
|
Variable(2)
|
$
|
170,328.42
|
February
25, 2037
|
||
II-32-A
|
Variable(2)
|
$
|
164,285.26
|
February
25, 2037
|
||
II-32-B
|
Variable(2)
|
$
|
164,285.26
|
February
25, 2037
|
||
II-33-A
|
Variable(2)
|
$
|
158,456.14
|
February
25, 2037
|
||
II-33-B
|
Variable(2)
|
$
|
158,456.14
|
February
25, 2037
|
||
II-34-A
|
Variable(2)
|
$
|
152,833.49
|
February
25, 2037
|
||
II-34-B
|
Variable(2)
|
$
|
152,833.49
|
February
25, 2037
|
||
II-35-A
|
Variable(2)
|
$
|
147,410.02
|
February
25, 2037
|
||
II-35-B
|
Variable(2)
|
$
|
147,410.02
|
February
25, 2037
|
||
II-36-A
|
Variable(2)
|
$
|
142,178.66
|
February
25, 2037
|
||
II-36-B
|
Variable(2)
|
$
|
142,178.66
|
February
25, 2037
|
||
II-37-A
|
Variable(2)
|
$
|
137,132.63
|
February
25, 2037
|
||
II-37-B
|
Variable(2)
|
$
|
137,132.63
|
February
25, 2037
|
||
II-38-A
|
Variable(2)
|
$
|
132,265.37
|
February
25, 2037
|
||
II-38-B
|
Variable(2)
|
$
|
132,265.37
|
February
25, 2037
|
||
II-39-A
|
Variable(2)
|
$
|
127,570.55
|
February
25, 2037
|
||
II-39-B
|
Variable(2)
|
$
|
127,570.55
|
February
25, 2037
|
||
II-40-A
|
Variable(2)
|
$
|
123,042.07
|
February
25, 2037
|
||
II-40-B
|
Variable(2)
|
$
|
123,042.07
|
February
25, 2037
|
||
II-41-A
|
Variable(2)
|
$
|
118,674.05
|
February
25, 2037
|
||
II-41-B
|
Variable(2)
|
$
|
118,674.05
|
February
25, 2037
|
||
II-42-A
|
Variable(2)
|
$
|
114,460.80
|
February
25, 2037
|
||
II-42-B
|
Variable(2)
|
$
|
114,460.80
|
February
25, 2037
|
||
II-43-A
|
Variable(2)
|
$
|
110,396.86
|
February
25, 2037
|
||
II-43-B
|
Variable(2)
|
$
|
110,396.86
|
February
25, 2037
|
||
II-44-A
|
Variable(2)
|
$
|
106,476.93
|
February
25, 2037
|
||
II-44-B
|
Variable(2)
|
$
|
106,476.93
|
February
25, 2037
|
||
II-45-A
|
Variable(2)
|
$
|
2,883,920.77
|
February
25, 2037
|
||
II-45-B
|
Variable(2)
|
$
|
2,883,920.77
|
February
25, 2037
|
_____________________________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the
Securities Administrator on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC II”. The Class R-2 Certificates will
represent the sole class of Residual Interests in REMIC II for purposes of
the
REMIC Provisions. The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
II Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II Regular Interests will be
certificated.
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
AA
|
Variable(2)
|
$
|
108,819,024.17
|
February
25, 2037
|
I-A
|
Variable(2)
|
$
|
691,135.00
|
February
25, 2037
|
II-A
|
Variable(2)
|
$
|
101,130.00
|
February
25, 2037
|
M-1
|
Variable(2)
|
$
|
54,410.00
|
February
25, 2037
|
M-2
|
Variable(2)
|
$
|
60,515.00
|
February
25, 2037
|
M-3
|
Variable(2)
|
$
|
23,875.00
|
February
25, 2037
|
M-4
|
Variable(2)
|
$
|
24,980.00
|
February
25, 2037
|
M-5
|
Variable(2)
|
$
|
23,875.00
|
February
25, 2037
|
M-6
|
Variable(2)
|
$
|
18,320.00
|
February
25, 2037
|
B-1
|
Variable(2)
|
$
|
19,435.00
|
February
25, 2037
|
ZZ
|
Variable(2)
|
$
|
1,203,121.41
|
February
25, 2037
|
IO
|
(2)
|
(3)
|
February
25, 2037
|
|
1-Sub
|
Variable(2)
|
$
|
5,550.46
|
February
25, 2037
|
1-Grp
|
Variable(2)
|
$
|
19,373.16
|
February
25, 2037
|
2-Sub
|
Variable(2)
|
$
|
812.20
|
February
25, 2037
|
2-Grp
|
Variable(2)
|
$
|
2,834.80
|
February
25, 2037
|
XX
|
Variable(2)
|
$
|
111,011,249.96
|
February
25, 2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest
|
.
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
CERTIFICATES
As
provided herein, the Securities Administrator on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the REMIC II Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC III”. The Class R-3 Certificates will
represent the sole class of Residual Interests in REMIC III for purposes of
the
REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest and the Class IO Interest) and,
for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of Certificates and interests
that represents ownership of one or more of the Regular Interests in REMIC
III
created hereunder. The Trust Fund will also issue the Class X Certificates,
as
designated below, which will not represent a Regular Interest in any REMIC
created hereunder.
Each
Certificate, other than the Class C, Class X and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class IO Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each Certificate shall
be
equal in amount and timing to the entitlement to principal of such Certificate.
Designation
|
Pass-Through
Rate
|
Initial
Certificate
or
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|
I-A(2)
|
Variable(3)
|
$
|
138,227,000.00
|
February
25, 2037
|
II-A(2)
|
Variable(3)
|
$
|
20,226,000.00
|
February
25, 2037
|
M-1(2)
|
Variable(3)
|
$
|
10,882,000.00
|
February
25, 2037
|
M-2(2)
|
Variable(3)
|
$
|
12,103,000.00
|
February
25, 2037
|
M-3(2)
|
Variable(3)
|
$
|
4,775,000.00
|
February
25, 2037
|
M-4(2)
|
Variable(3)
|
$
|
4,996,000.00
|
February
25, 2037
|
M-5(2)
|
Variable(3)
|
$
|
4,775,000.00
|
February
25, 2037
|
M-6(2)
|
Variable(3)
|
$
|
3,664,000.00
|
February
25, 2037
|
B-1(2)
|
Variable(3)
|
$
|
3,887,000.00
|
February
25, 2037
|
Class
C Interest
|
Variable(3)(4)
|
$
|
18,544,641.17
|
February
25, 2037
|
Class
IO Interest
|
(5)
|
(6)
|
February
25, 2037
|
|
X
|
N/A
|
N/A
|
February
25, 2037
|
______________________________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC III Regular Interest (as defined
herein).
(2) This
Class of Certificates represents ownership of a Regular Interest in REMIC III.
Any amount distributed on this Class of Certificates on any Distribution Date
in
excess of the amount distributable on the related Regular Interest in REMIC
III
on such Distribution Date shall be treated for federal income tax purposes
as
having been paid from the Reserve Fund or the Supplemental Interest Trust,
as
applicable, and any amount distributable on the related Regular Interest in
REMIC III on such Distribution Date in excess of the amount distributable on
such Class of Certificates on such Distribution Date shall be treated for such
purposes as having been distributed to the Holders of such Certificates and
then
paid by such Holders to the Supplemental Interest Trust, all pursuant to and
as
further provided in Section 4.12 hereof.
(3) Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each Regular
Interest in REMIC III which corresponds to a Class A, Class M or Class B
Certificate will have the same Pass-Through Rate as such Certificate, except
with respect to the related Net WAC Cap Rate. The Net WAC Cap Rate for each
such
Regular Interest in REMIC III and Certificate is specified in the definition
of
“Net WAC Cap Rate.”
(4)
The
Class
C Interest will not accrue interest on its Uncertificated Principal Balance,
but
will accrue interest on its Uncertificated Notional Amount as described
herein.
(5) For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest IO.
(6) For
federal income tax purposes, the Class IO Interest will not have an
Uncertificated Principal Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC II Regular Interest IO.
REMIC
IV
As
provided herein, the Securities Administrator on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the Class C Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC IV”. The Class R-4 Interest represents the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder. Each Class C Certificate represents ownership of a Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
C
|
Variable(2)
|
$ 18,544,641.17
|
February
25, 2037
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for the Class C Certificates.
(2) The
Class
C Certificates will not accrue interest on its Uncertificated Principal Balance,
but will receive 100% of the amounts received in respect of the Class C
Interest.
REMIC
V
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Class IO Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC V”. The Class R-5 Interest represents the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
V
created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
IO(2)
|
(3)
|
(4)
|
February
25, 2037
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for REMIC V Regular Interest IO.
(2) REMIC
V
Regular Interest IO will be held as an asset of the Supplemental Interest
Trust.
(3) REMIC
V
Regular Interest IO will not have a Pass-Through Rate, but will receive 100%
of
the amounts received in respect of the Class IO Interest.
(4) REMIC
V
Regular Interest IO will not have an Uncertificated Principal Balance, but
will
have a notional amount equal to the Uncertificated Notional Amount of the Class
IO Interest.
The
Trust
Fund shall be named, and may be referred to as, the “SACO I Trust 2007-2.” The
Certificates issued hereunder may be referred to as “Mortgage-Backed
Certificates, Series 2007-2” (including for purposes of any endorsement or
assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Securities Administrator, the Seller, the Company and
the
Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article.
10-K
Filing Deadline:
The
meaning set forth in Section 3.18(a)(iv).
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan, those customary mortgage master servicing
practices of prudent mortgage master servicing institutions that master service
mortgage loans, of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Master Servicer (except in its capacity as successor to the
Company or the Servicer).
Accepted
Servicing Practices:
With
respect to each EMC Mortgage Loan, those mortgage servicing practices (including
collection procedures) that are in accordance with all applicable statutes,
regulations and prudent mortgage banking practices for similar mortgage
loans.
Account:
The
Distribution Account, the Master Servicer Collection Account, Swap Collateral
Account, the Reserve Fund, the Swap Account and any Protected
Account.
Accrual
Period:
With
respect to the Class A, Class M and Class B Certificates and any Distribution
Date, the period from and including the immediately preceding Distribution
Date
(or with respect to the first Accrual Period, the Closing Date) to and including
the day prior to such Distribution Date. With respect to the Class C
Certificates and the Class C Interest and any Distribution Date, the calendar
month immediately preceding such Distribution Date. All calculations of interest
on the Class A, Class M and Class B Certificates will be made on the basis
of
the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class C Certificates and the Class C Interest
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure:
As
defined in Section 3.18(a)(v).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit Q.
Additional
Form 10-D Disclosure:
As
defined in Section 3.18(a)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 3.18(a)(iv).
Advance:
An
advance of delinquent payments of principal and interest in respect of a
Mortgage Loan required to be made by the Company as provided in Section 6.01(a)
hereof, by the Master Servicer as provided in Section 6.01(b) hereof and by
the
Servicer as provided in the GMACM Servicing Agreement.
Affected
Party:
An
“Affected Party” as defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Amount
Held for Future Distribution:
As to
any Distribution Date and the EMC Mortgage Loans, the aggregate amount held
in
the Company’s Protected Account at the close of business on the immediately
preceding Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the EMC Mortgage Loans due after the
related Due Period, (ii) Principal Prepayments received in respect of such
Mortgage Loans after the last day of the related Prepayment Period, (iii)
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
in
respect of such Mortgage Loans after the last day of the prior calendar month.
As to any Distribution Date and the Mortgage Loans serviced by the Servicer,
the
amount as set forth in the GMACM Servicing Agreement.
Annual
Statement of Compliance:
As
defined in Section 3.16.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
that have been applied in reduction of the Certificate Principal Balance of
a
Class of Certificates pursuant to Section 6.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.17.
Assignment
Agreement:
Shall
mean the GMAC Assignment
Agreement.
Attestation
Report:
As
defined in Section 3.17.
Attesting
Party:
As
defined in Section 3.17.
Back-Up
Certification:
As
defined in Section 3.18.
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) the excess, if any, of (a)
the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to lesser of (i) the related One-Month
LIBOR Pass-Through Rate and (ii) 11.00% per annum, over (b) the amount of
Current Interest that such Class received on such Distribution Date if the
Pass-Through Rate is limited to the related Net WAC Cap Rate and (B) the Basis
Risk Shortfall Carry Forward Amount for the previous Distribution Date not
previously paid, together with interest thereon at a rate equal to the related
Pass-Through Rate for the current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 7.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
C Certificates) constitutes a Class of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the City of New York, New York, Columbia, Maryland, Chicago,
Illinois, Minneapolis, Minnesota or any city in which the Corporate Trust Office
of the Trustee or the Securities Administrator or the principal office of the
Company or the Master Servicer is located are authorized or obligated by law
or
executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Securities
Administrator in substantially the forms attached hereto as Exhibits A-1 through
A-6.
Certificate
Margin:
With
respect to the Class I-A Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A, 0.160% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.320% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.150% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.300% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.450% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.675% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.490% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.735% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.540% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.810% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.800% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.200% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 0.900% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.350% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 1.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.500% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-1, 3.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 4.500% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class C Certificates and any Distribution Date, an amount equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning of
the
related Due Period. The initial Certificate Notional Amount of the Class C
Certificates shall be $222,079,641.17. For federal income tax purposes, the
Certificate Notional Amount for any Distribution Date shall be an amount equal
to the Uncertificated Notional Amount for the Class C Interest for such
Distribution Date
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class X, Class C and any Class R Certificate)
and as of any Distribution Date, the Initial Certificate Principal Balance
of
such Certificate plus, in the case of a Class A, Class M or Class B Certificate,
any Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 6.04(b), less the sum of (i) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
6.04, and (ii) any Applied Realized Loss Amounts allocated to such Certificate
on previous Distribution Dates. As to the Class C Certificates and as of any
Distribution Date, an amount equal to the Uncertificated Principal Balance
of
the Class C Interest.
Certificate
Register:
The
register maintained pursuant to Section 7.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
The
meaning set forth in Section 3.18(a)(iv).
Certifying
Person:
The
meaning set forth in Section 3.18(a)(iv).
Class:
All
Certificates bearing the same Class designation as set forth in Section 7.01
hereof.
Class
A Principal Distribution Amount:
For
any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 42.70% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
A Certificates:
The
Class I-A Certificates and Class II-A Certificates.
Class
I-A Certificate:
Any
Certificate designated as a “Class I-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class I-A Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group I for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
II-A Certificate:
Any
Certificate designated as a “Class II-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class II-A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group II for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
B Certificates:
Any of
the Class B-1 Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class II-A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount, the Class M-5 Principal Distribution Amount
and
the Class M-6 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 83.30% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during prior calendar month) minus
the Overcollateralization Floor.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts, (iii)
the
right to receive Class IO Distribution Amounts and (iv) the right to receive
any
Prepayment Charge Waiver Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class C Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication, any
Subsequent Recoveries not distributed to the Class A, Class M and Class B
Certificates on such Distribution Date; provided, however, that, on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the Class C Distribution Amount shall include the Overcollateralization
Amount.
Class
C Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 4.12 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator on such Distribution Date pursuant to the first and
second sentences of Section 4.12(c) in excess of the amount payable on REMIC
V
Regular Interest IO on such Distribution Date, all as further provided in
Section 4.12 hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC V Regular Interest IO, evidencing a Regular Interest in REMIC
V
for purposes of the REMIC provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing
(i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk
Shortfall Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount and Class II-A Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount and Class II-A
Principal Distribution Amount on such Distribution Date) and (2) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 52.50% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class II-A Principal Distribution Amount
and the Class M-1 Principal Distribution Amount and (y) the excess, if any,
of
(a) the sum of (1) the aggregate Certificate Principal Balance of the Class
A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 63.40% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class II-A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount and the Class M-2 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount and Class II-A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (3) the Certificate Principal Balance of
the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date) and (4) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior
to
such Distribution Date, over (b) the lesser of (1) the product of (x) 67.70%
and
(y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class II-A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount and the Class M-3 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (5) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 72.20% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class II-A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount and the Class
M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount and Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (6) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 76.50% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class II-A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount and the Class M-5 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount and Class II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 79.80% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest and Class R-5 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as set forth
herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
X Certificate:
Any
Certificate designated as a “Class X Certificate” on the face thereof, in the
form of Exhibit A-6 hereto.
Closing
Date:
February 28, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Combined
Loan-to-Value Ratio:
With
respect to any Mortgage Loan and as of any date of determination, the fraction
(expressed as a percentage) the numerator of which is the sum of (i) original
principal balance of the related Mortgage Loan at such date of determination
and
(ii) the unpaid principal balance of the related first lien Mortgage Loan as
of
the date of origination of that Mortgage Loan and the denominator of which
is
the applicable Appraised Value of the related Mortgaged Property at
origination.
Commission:
The
U.S. Securities and Exchange Commission.
Company:
EMC.
Company
Default:
As
defined in Section 9.05 hereof.
Company
Information:
As
defined in Section 3.18(b).
Compensating
Interest:
With
respect to any Distribution Date, (i) in the case of the Company or the
Servicer, an amount, not to exceed the Servicing Fee, to be deposited in the
Protected Account by the Company or the Servicer with respect to the payment
of
a Prepayment Interest Shortfall (in the case of the Company, related to a
voluntary prepayment as described in Section 6.02(a) hereof and in the case
of
the Servicer, related to a prepayment as described in the GMACM Servicing
Agreement) on a Mortgage Loan subject to this Agreement and (ii) in the case
of
the Master Servicer, if the Company or a Servicer fails to make such payment,
an
amount not to exceed that portion of the Master Servicing Fee payable to the
Master Servicer to the extent provided in Section 6.02(c) hereof.
Corporate
Trust Office:
(i)
With respect to the Trustee, the designated corporate trust office of the
Trustee, currently located at Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, and (ii) with respect to the Securities Administrator,
the designated office of the Securities Administrator currently located at
000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 Attention: Global
Securities and Trust Services Group — SACO 2007-2 or at such other address as
the Trustee or Securities Administrator, as applicable, may designate from
time
to time by notice to the Certificateholders, the Depositor, the Trustee, the
Master Servicer, the Securities Administrator and EMC or at the principal
corporate trust office of any successor Trustee.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX), the Certificate with the
corresponding designation. With respect to each REMIC III Regular Interest
(other than the Class C Interest and the Class IO Interest), the related
Certificate representing an ownership therein.
Cumulative
Realized Loss Percentage:
With
respect to the Certificates and any Distribution Date, the percentage obtained
by dividing (x) the aggregate Realized Losses on the Mortgage Loans incurred
since the related Cut-off Date through the end of the related Due Period by
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the related
Cut-off Date.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates (other than the Class
X
Certificates and the Residual Certificates) and interests of each class (other
than the Residual Interests), (i) the interest accrued on the Certificate
Principal Balance, or Certificate Notional Amount or Uncertificated Notional
Amount, as applicable, during the related Accrual Period at the applicable
Pass-Through Rate, plus any amount previously distributed with respect to
interest for such Certificate or interest that has been recovered as a voidable
preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment
Interest Shortfall for such Distribution Date, to the extent not covered by
Compensating Interest and (b) any Relief Act Interest Shortfalls during the
related Due Period, provided, however, that for purposes of calculating Current
Interest for any such class, amounts specified in clause (ii) hereof for any
such Distribution Date shall be allocated first to the Class C Certificates
and
the Class C Interest in reduction of amounts otherwise distributable to such
Certificates and interest on such Distribution Date and then any excess shall
be
allocated to each Class of Class A, Class M and Class B Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage: With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month).
Custodial
Agreement:
The
Custodial Agreement, dated as of February 28, 2007, among the Depositor, EMC,
as
Seller, the Master Servicer, the Securities Administrator, the Trustee and
Xxxxx
Fargo Bank, National Association as Custodian relating to the Mortgage Loans
identified in such Custodial Agreement.
Custodian:
Xxxxx
Fargo, or any successor custodian appointed pursuant to the provisions hereof
and the Custodial Agreement.
Cut-off
Date:
February 1, 2007.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the Cut-off
Date. The aggregate Cut-off Date Principal Balance of the Mortgage Loans is
$222,079,641.17.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Defaulting
Party:
A
“Defaulting Party” as defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 7.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on. This method of determining
delinquencies is also referred to as the OTS method.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depositor
Information:
As
defined in Section 3.18(b).
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement between the
Issuing Entity and the initial Depository, dated as of the Closing Date,
substantially in the form of Exhibit H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution:
A
depository institution (commercial bank, federal savings bank, mutual savings
bank or savings and loan association) or trust company (which may include the
Trustee, the Securities Administrator and the Master Servicer), the deposits
of
which are fully insured by the FDIC to the extent provided by law.
Determination
Date:
With
respect to any Distribution Date, the 15th
day of
the month of such Distribution Date or, if such 15th
day is
not a Business Day, the immediately preceding Business Day.
Distribution
Account:
The
segregated trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 5.08 in the name of the Trustee for the
benefit of the Certificateholders, which shall be entitled “LaSalle Bank
National Association, as Securities Administrator, on behalf of Citibank,
N.A.,
as
Trustee, in trust for the registered holders of SACO I Trust 2007-2,
Mortgage-Backed Certificates, Series 2007-2.” The Distribution Account must be
an Eligible Account.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in March 2007.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from and including the second
day
of the calendar month preceding the calendar month in which such Distribution
Date occurs through close of business on the first day of the calendar month
in
which such Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to and satisfactory to the Trustee,
the Securities Administrator and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a perfected first
priority security interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution or trust company
in
which such account is maintained, or (iii) a trust account or accounts
maintained with the corporate trust department of a federal or state chartered
depository institution or trust company having capital and surplus of not less
than $50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency, as evidenced in writing. Eligible Accounts
may
bear interest, and may include, if otherwise qualified under this definition,
accounts maintained with the Trustee and the Securities
Administrator.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
EMC
Mortgage Loans:
Those
Mortgage Loans serviced by the Company pursuant to the terms of this
Agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class C Certificates and Residual Certificates.
Estimated
Swap Termination Payment:
As
specified in the Swap Agreement.
Event
of Default:
As
defined in Section 9.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of (a)
the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest Funds
for such Distribution Date over (ii) the sum of the Current Interest on the
Class A, Class M and Class B Certificates and Interest Carry Forward Amounts
on
the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 6.04(a)(4)(A)), in each case for such Distribution
Date.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification by the Custodian substantially in the form of Exhibit Three to
the
Custodial Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC pursuant to or as contemplated
by
Section 2.03(d) or Section 11.01), a determination made by the Company pursuant
to this Agreement or the Servicer pursuant to the GMACM Servicing Agreement
that
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
which the Company or the Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered.
The
Master Servicer shall maintain records, based solely on information provided
by
the Company and the Servicer, of each Final Recovery Determination made thereby.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Form
8-K Disclosure Information:
The
meaning set forth in Section 3.18(a)(iii).
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
GMAC
Mortgage, LLC or GMACM:
GMAC
Mortgage, LLC and any successor thereto.
GMACM
Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement substantially in the form
of
Exhibit R-2, dated as of February 28, 2007, among EMC, the Trustee and GMACM,
evidencing the assignment of the GMACM Servicing Agreement to the
Trust.
GMACM
Loans:
Those
Mortgage Loans subject to this Agreement which were purchased by EMC from GMACM
pursuant to the GMACM Servicing Agreement.
GMACM
Servicing Agreement:
The
servicing agreement, dated as of May 1, 2001, as amended by Amendment No. 1,
dated as of October 1, 2001, Amendment No. 2, dated as of July 31, 2002 and
Amendment No. 3, dated as of December 20, 2005 substantially in the form of
Exhibit R-1, between EMC and GMACM.
Group
I Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group I for such Distribution Date and the denominator of which is the Principal
Funds for Loan Group I and Loan Group II for such Distribution
Date.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group II for such Distribution Date and the denominator of which is the
Principal Funds for Loan Group I and Loan Group II for such Distribution
Date.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Company, the Trust Fund and the Securities
Administrator, including LaSalle Bank National Association in its individual
capacity, and their respective officers, directors, agents and employees and,
with respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.
Individual
Certificate:
Any
Private Certificate registered in the name of a Holder other than the Depository
or its nominee.
Initial
Certification:
The
certification by the Custodian substantially in the form of Exhibit One to
the
Custodial Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate (other than the Class X Certificates), the
Certificate Principal Balance of such Certificate or any predecessor Certificate
on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
including all riders and endorsements thereto in effect with respect to such
Mortgage Loan, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Company, the
Servicer or the Trustee under the deed of trust and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in
accordance with the procedures that the Company or the Servicer would follow
in
servicing mortgage loans held for its own account, in each case other than
any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class C Certificates and the Residual Certificates), the sum of (i) the
excess of (a) the Current Interest for such Class with respect to such
Distribution Date and any prior Distribution Dates over (b) the amount actually
distributed to such Class of Certificates with respect to interest on such
Distribution Dates and (ii) interest thereon (to the extent permitted by
applicable law) at the applicable Pass-Through Rate for such Class for the
related Accrual Period including the Accrual Period relating to such
Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to each of Loan Group I and Loan Group II any Distribution Date (1)
the
sum, without duplication, of (a) all scheduled interest during the related
Due
Period with respect to the Mortgage Loans in the related Loan Group less the
Servicing Fee and the Master Servicing Fee, if any, (b) all Advances relating
to
interest with respect to the related Mortgage Loans in the related Loan Group
made on or prior to the related Distribution Account Deposit Date, (c) all
Compensating Interest with respect to the Mortgage Loans in the related Loan
Group and required to be remitted by the Company or the Master Servicer pursuant
to this Agreement and by the Servicer pursuant to the GMACM Servicing Agreement
with respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent
Recoveries with respect to the Mortgage Loans in the related Loan Group
collected during the prior calendar month (to the extent such Liquidation
Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating
to interest with respect to each Mortgage Loan in the related Loan Group
repurchased by EMC pursuant to Sections 2.02 and 2.03 and by EMC pursuant to
Section 3.05, in each case to the extent remitted by the Master Servicer to
the
Distribution Account pursuant to this Agreement and (f) the interest portion
of
any proceeds received from the exercise of an Optional Termination relating
to
such Loan Group, minus (2)(i) all amounts relating to interest required to
be
reimbursed pursuant to Sections 5.02 and 5.09 or as otherwise set forth in
this
Agreement and (ii) any Net Swap Payment or Swap Termination Payment (not due
to
a Swap Provider Trigger Event and to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates.
Interim
Certification:
The
certification by the Custodian substantially in the form of Exhibit Two to
the
Custodial Agreement.
Issuing
Entity:
The
Trust designated as SACO I Trust 2007-2.
LaSalle:
LaSalle
Bank National Association, and any successor in interest.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates, the Distribution Date in February
2037.
Latest
Possible Maturity Date:
The
Distribution Date in the month following the final scheduled maturity date
of
the Mortgage Loan in the Trust Fund having the latest scheduled maturity date
as
of the Cut-off Date. For purposes of the Treasury regulations under Sections
860A through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall
be
the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Company or the Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I or Group I Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group I included as such on the
Mortgage Loan Schedule.
Loan
Group II or Group II Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group II included as such on the
Mortgage Loan Schedule.
Majority
Class C Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX), with the rate
on
each such REMIC II Regular Interest (other than REMIC II Regular Interests
ZZ)
subject to a cap equal to the least of (i) the One-Month LIBOR Pass-Through
Rate
for the Corresponding Certificate, (ii) 11.00% per annum and (iii) the related
Net WAC Cap Rate for the REMIC III
Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and with the
rate on REMIC II Regular Interest ZZ subject to a cap of zero for the purpose
of
this calculation; provided, however, that solely for this purpose, the related
cap with respect to each REMIC II Regular Interest (other than REMIC II Regular
Interests AA, ZZ, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX) shall be multiplied
by
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.
Master
Servicer:
LaSalle
Bank National Association, in its capacity as master servicer, and its
successors and assigns or any Successor Master Servicer appointed as herein
provided.
Master
Servicer Collection Account:
The
trust accounts or accounts created and maintained pursuant to Section 5.06
hereof, which shall be entitled “LaSalle Bank National Association, as master
servicer, on behalf of Citibank, N.A., as Trustee f/b/o holders of SACO I Trust
2007-2, Mortgage-Backed Certificates, Series 2007-2 - Master Servicer Collection
Account”. The Master Servicer Collection Account may be a sub-account of the
Distribution Account.
Master
Servicer Information:
As
defined in Section 3.18.
Master
Servicing Compensation:
For any
Distribution Date, the Master Servicing Fee for such Distribution Date and
any
amounts earned on permitted investments or other benefits derived from the
Master Servicer Collection Account.
Master
Servicing Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Master Servicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the month preceding the month in which
such
Distribution Date occurs.
Master
Servicing Fee Rate:
0.03%
per annum.
Master
Servicing Officer:
Any
officer of the Master Servicer responsible for the master servicing of the
Mortgage Loans.
Maximum
Probable Exposure:
With
respect to each Distribution Date and the Swap Agreement, the amount calculated
by the Depositor in accordance with the Seller’s internal risk management
process in respect of similar instruments, such calculation to be performed
as
agreed by the Securities Administrator and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX), with the rate on each such
REMIC
II Regular Interest subject to a cap equal to the least of (x) the One-Month
LIBOR Pass Through Rate for the Corresponding Certificate, (y) 11.00% per annum
and (z) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership
of
which is represented by the Corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided, however, that solely for
this
purpose, the related cap with respect to each REMIC II Regular Interest (other
than REMIC II Regular Interests AA, ZZ, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and
XX)
shall be multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the related Accrual
Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement prepared and delivered by the Securities Administrator pursuant to
Section 6.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a second lien on or second
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of February 28, 2007, between EMC
as
Seller and the Depositor as purchaser, in the form attached hereto as Exhibit
L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 11.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 11.01.
Mortgage
Loans:
Such of
the mortgage loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), notwithstanding foreclosure or other acquisition
of title of the related Mortgaged Property.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Company or the
Master Servicer to reflect the deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans pursuant to the provisions of this
Agreement) transferred to the Trustee as part of the Trust Fund and from time
to
time subject to this Agreement, the Mortgage Loan Schedule being attached hereto
as Exhibit B, with respect to the Mortgage Loans and as amended from time to
time to reflect the repurchase or substitution of Mortgage Loans pursuant to
this Agreement or the Mortgage Loan Purchase Agreement, as the case may be,
setting forth the following information with respect to each Mortgage
Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee; if applicable;
(g) the
Net
Rate;
(h) the
maturity date;
(i) the
stated original term to maturity;
(j) the
stated remaining term to maturity;
(k) the
original Principal Balance;
(l) the
first
payment date;
(m) the
principal and interest payment in effect as of the Cut-off Date;
(n) the
unpaid Principal Balance as of the Cut-off Date;
(o) the
Loan-to-Value Ratio at origination;
(p) the
insurer of any Primary Mortgage Insurance Policy;
(q) the
MIN
with respect to each MOM Loan;
(r) the
Loan
Group, if applicable;
(s) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(t) the
Prepayment Charge, if any;
(u) lien
position (e.g., first lien or second lien);
(v) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(w) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(x) the
interest-only term, if applicable;
(y) the
Mortgage Loan Seller; and
(z) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (m) and (n)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each Mortgage Loan, the rate set forth in the related Mortgage Note.
With respect to each Mortgage Loan that becomes an REO Property, as of any
date
of determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the related
Mortgage Rate less the sum of (i) the Servicing Fee Rate and (ii) the Master
Servicing Fee Rate.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Net
WAC Cap Rate:
With
respect to any Distribution Date and the Class I-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group I Mortgage Loans, weighted
based on the Stated Principal Balances of such Group I Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (to the extent
not
paid by the Swap Administrator from any upfront payment received pursuant to
any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class I-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group II Mortgage Loans, weighted
based on the Stated Principal Balances of such Group II Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group II Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (to the extent
not
paid by the Swap Administrator from any upfront payment received pursuant to
any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class II-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class M Certificates and Class B
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the weighted average of the Net Mortgage Rates
on
the then outstanding Mortgage Loans in each Loan Group, weighted in proportion
to the results of subtracting from the aggregate Stated Principal Balance of
the
Mortgage Loans of each such Loan Group as of the related Due Date prior to
giving effect to any reduction in the Stated Principal Balances of such Mortgage
Loans on such Due Date the aggregate Certificate Principal Balance of the
related Class A Certificates, and (y) a fraction, the numerator of which is
30
and the denominator of which is the actual number of days elapsed in the related
Accrual Period, over (B) an amount, expressed as a per annum rate, equal to
the
sum of (i) the Swap Payment payable to the Swap Provider on such Distribution
Date and (ii) any Swap Termination Payment not due to a Swap Provider Trigger
Event payable to the Swap Provider (to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class M Certificates and Class B Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp and (b) REMIC II Regular Interest 2-Sub, subject to
a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC II Regular Interest immediately prior to such
Distribution Date.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Company
or
the Master Servicer pursuant to this Agreement or the Servicer pursuant to
the
GMACM Servicing Agreement that, in the good faith judgment of the Company or
the
Master Servicer or the Servicer, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by it from the related Mortgagor, related
Liquidation Proceeds, Insurance Proceeds or otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit N.
Offered
Certificates:
Any of
the Class A, Class M and Class B Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor, the Seller or the Master Servicer (or
any other officer customarily performing functions similar to those performed
by
any of the above designated officers and also to whom, with respect to a
particular matter, such matter is referred because of such officer’s knowledge
of and familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, the Securities Administrator, the Master Servicer
and/or the Trustee, as the case may be, as required by this
Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period and the Class A Certificates and Class M
Certificates, the rate determined by the Securities Administrator on the related
Interest Determination Date on the basis of the rate for U.S. dollar deposits
for one month that appears on Reuters
Screen LIBOR1 Page, which is the display page currently so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace that
page
on that service for the purpose of displaying comparable rates or
prices),
as of
11:00 a.m. (London time) on such Interest Determination Date. If such rate
does
not appear on such page (or such other page as may replace that page on that
service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Securities Administrator), One-Month LIBOR for the applicable Accrual Period
will be the Reference Bank Rate. If no such quotations can be obtained by the
Securities Administrator and no Reference Bank Rate is available, One-Month
LIBOR will be One-Month LIBOR applicable to the preceding Accrual Period. The
establishment of One-Month LIBOR on each Interest Determination Date by the
Securities Administrator and the Securities Administrator’s calculation of the
rate of interest applicable to the Class A Certificates and Class M Certificates
for the related Accrual Period shall, in the absence of manifest error, be
final
and binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Class A, Class M and Class B Certificate and, for purposes
of
the definitions of “Marker Rate”, “Maximum Uncertificated Accrued Interest
Deferral Amount”, the related REMIC II Regular Interest for which such
Certificate is the Corresponding Certificate, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for EMC, the Depositor, the
Company or the Master Servicer, reasonably acceptable to each addressee of
such
opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01, or
the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of EMC, Depositor, the Company and the Master Servicer,
(ii)
not have any direct financial interest in EMC, the Depositor, the Company or
the
Master Servicer or in any affiliate of either, and (iii) not be connected with
EMC, the Depositor, the Company or the Master Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination:
The
termination of the Trust created hereunder as a result of the purchase of all
of
the Mortgage Loans and any REO Property pursuant to Section 11.01
hereof.
Optional
Termination Date:
The
Distribution Date on which the aggregate Stated Principal Balance of all of
the
Mortgage Loans is equal to or less than 20% of the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Securities Administrator or delivered to the
Securities Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Securities Administrator pursuant to this
Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the prior calendar month) over
the
aggregate Certificate Principal Balance of the Certificates (other than the
Class C Certificates) on such Distribution Date (after taking into account
the
payment of principal other than any Extra Principal Distribution Amount on
such
Certificates).
Overcollateralization
Floor:
With
respect to the Certificates, an amount equal to 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
Loan
Group I and Loan Group II for such Distribution Date and (y) the excess, if
any,
of (i) the Overcollateralization Amount for such Distribution Date (assuming
that 100% of the Principal Funds is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if
the
Overcollateralization Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 8.35% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 8.35% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (2) 16.70% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
and (ii) the Overcollateralization Floor or (c) on or after the Stepdown Date
and if a Trigger Event is in effect, the Overcollateralization Target Amount
for
the immediately preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A, Class M and Class B Certificates and any Distribution
Date, a rate per annum equal to the least of (i) the related One-Month LIBOR
Pass-Through Rate for such Distribution Date, (ii) 11.00% per annum and (iii)
the related Net WAC Cap Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interest 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO) equal to the
product of (a) the excess, if any, of the Uncertificated REMIC II Pass-Through
Rate for such REMIC II Regular Interest over the Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC II Regular
Interest, and the denominator of which is the aggregate Uncertificated Principal
Balance of such REMIC II Regular Interests.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of mortgage loans
directly or indirectly to an issuing entity in connection with an issuance
of
publicly offered or privately placed, rated or unrated mortgage-backed
securities or (2) an issuance of publicly offered or privately placed, rated
or
unrated securities, the payments on which are determined primarily by reference
to one or more portfolios of residential mortgage loans.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such obligations are backed
by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by each Rating
Agency, as evidenced in writing;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency, or such lower rating as
will
not result in the downgrading or withdrawal of the ratings then assigned to
the
Certificates by each Rating Agency, as evidenced in writing;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities (including the Trustee, the Master
Servicer and the Securities Administrator in its commercial banking capacity),
provided that the commercial paper and/or long term unsecured debt obligations
of such depository institution or trust company are then rated one of the two
highest long-term and the highest short-term ratings of each Rating Agency
for
such securities, or such lower ratings as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each Rating
Agency, as evidenced in writing;
(v) demand
or
time deposits or certificates of deposit issued by any bank or trust company
or
savings institution to the extent that such deposits are fully insured by the
FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation containing, at the time of the issuance of such agreements, such
terms and conditions as will not result in the downgrading or withdrawal of
the
rating then assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
(vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (v) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest short term ratings of each Rating Agency (except if the Rating
Agency is Moody’s, such rating shall be the highest commercial paper rating of
Moody’s for any such securities), such lower rating as will not result in the
downgrading or withdrawal of the rating then assigned to the Certificates by
any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
(ix) interests
in any money market fund (including any such fund managed or advised by the
Master Servicer or the Securities Administrator or any affiliate thereof) which
at the date of acquisition of the interests in such fund and throughout the
time
such interests are held in such fund has the highest applicable short term
rating by each Rating Agency rating such fund, such lower rating as will not
result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced in writing;
(x) short
term investment funds sponsored by any trust company or banking association
incorporated under the laws of the United States or any state thereof (including
any such fund managed or advised by the Trustee or the Master Servicer or the
Securities Administrator or any affiliate thereof) which on the date of
acquisition has been rated by each Rating Agency in their highest applicable
rating category or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each Rating
Agency, as evidenced in writing; and
(xi) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to each Rating Agency and will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates by
each Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Securities Administrator shall receive an Opinion of Counsel, at
the
expense of the Securities Administrator, to the effect that such investment
will
not adversely affect the status of any such REMIC as a REMIC under the Code
or
result in the imposition of a tax on any such REMIC. Permitted Investments
that
are subject to prepayment or call may not be purchased at a price in excess
of
par.
Permitted
Transferee:
Any
Person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) an electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Securities Administrator based upon an
Opinion of Counsel addressed to the Securities Administrator and the Trustee
(which shall not be an expense of the Trustee or the Securities Administrator)
that states that the Transfer of an Ownership Interest in a Residual Certificate
to such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V
to
fail to qualify as a REMIC at any time that any Certificates are Outstanding.
The terms “United States,” “State” and “International Organization” shall have
the meanings set forth in section 7701 of the Code or successor provisions.
A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority
of its board of directors is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint- stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Piggyback
Loan:
A
second lien Mortgage Loan originated by the same originator to the same borrower
at the same time as the first lien Mortgage Loan, each secured by the same
Mortgaged Property.
Prepayment
Assumption:
A
prepayment rate for the Mortgage Loans of 35% CPR.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Company to the Master Servicer in respect of a waived
Prepayment Charge pursuant to Section 5.01(a) or by the Servicer to the Master
Servicer pursuant to the GMACM Servicing Agreement.
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each EMC Mortgage Loan that was the
subject of a Principal Prepayment in full during the portion of the related
Prepayment Period occurring between the first day of the calendar month in
which
such Distribution Date occurs and the Determination Date of the calendar month
in which such Distribution Date occurs, an amount equal to interest (to the
extent received) at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the first day of
the
calendar month in which such Distribution Date occurs and ending on the last
date through which interest is collected from the related
Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment during the related Prepayment Period, or a
Principal Prepayment in full during the related Prepayment Period, or that
became a Liquidated Loan during the prior calendar month, (other than a
Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 3.05 or 11.01 hereof), the amount, if any,
by
which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan immediately prior to such Principal
Prepayment (or liquidation) or in the case of a partial Principal Prepayment
on
the amount of such prepayment (or liquidation proceeds) exceeds (ii) the amount
of interest paid or collected in connection with such Principal Prepayment
or
such liquidation proceeds less the sum of (a) the Master Servicing Fee and
(b)
the Servicing Fee.
Prepayment
Period:
As to
any Distribution Date (except the first Distribution Date) and each EMC Mortgage
Loan, for each Principal Prepayment in full, the period commencing on the 16th
day of the month prior to the month in which the related Distribution Date
occurs and ending on the 15th day of the month in which such Distribution Date
occurs (as to the first Distribution Date and any Mortgage Loan, the period
commencing on the Cut-off Date and ending on the 15th day of the month in which
such Distribution Date occurs) and for each partial Principal Prepayment, the
calendar month prior to the month in which such Distribution Date occurs. As
to
any Distribution Date and each Mortgage Loan that is not an EMC Mortgage Loan,
in accordance with the GMACM Servicing Agreement.
Principal
Distribution Amount:
With
respect to any Distribution Date, an amount equal to (x) the sum of (1) the
Principal Funds for Loan Group I and Loan Group II such Distribution Date and
(2) any Extra Principal Distribution Amount for such Distribution Date minus
(y)
the amount of any Overcollateralization Release Amount for such Distribution
Date.
Principal
Funds:
With
respect to each of Loan Group I and Loan Group II and any Distribution Date,
(1)
the sum, without duplication, of (a) all scheduled principal collected on the
Mortgage Loans in the related Loan Group during the related Due Period, (b)
all
Advances relating to principal with respect to the Mortgage Loans in the related
Loan Group made on or before the Distribution Account Deposit Date, (c)
Principal Prepayments exclusive of prepayment charges or penalties collected
on
the Mortgage Loans in the related Loan Group during the related Prepayment
Period, (d) the Stated Principal Balance of each Mortgage Loan in the related
Loan Group that was repurchased by EMC pursuant to Sections 2.02, 2.03 and
by
EMC pursuant to Section 3.05, (e) the aggregate of all Substitution Adjustment
Amounts on the Mortgage Loans in the related Loan Group for the related
Determination Date in connection with the substitution of any Mortgage Loans
pursuant to Section 2.03(d), (f) all Liquidation Proceeds and Subsequent
Recoveries collected on the Mortgage Loans in the related Loan Group during
the
prior calendar month (to the extent such Liquidation Proceeds and Subsequent
Recoveries relate to principal), in each case to the extent remitted by the
Master Servicer to the Distribution Account pursuant to this Agreement and
(g)
the principal portion of any proceeds received from the exercise of a Optional
Termination relating to such Loan Group, pursuant to Section 11.01, minus (2)(i)
all amounts required to be reimbursed pursuant to Sections 5.02 and 5.09 or
as
otherwise set forth in this Agreement and (ii) any Net Swap Payments or Swap
Termination Payments (not due to a Swap Provider Trigger Event and to the extent
not paid by the Swap Administrator from any upfront payment received pursuant
to
any replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) owed to the Swap Administrator for payment
to the Swap Provider for such Distribution Date and any such payments remaining
unpaid for any prior Distribution Dates, in each case to the extent not paid
from Interest Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.05 and 11.01 hereof) that is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest due on any date or dates in any month or months subsequent
to
the month of prepayment. Partial Principal Prepayments shall be applied by
the
Company or the Servicer, as appropriate, in accordance with the terms of the
related Mortgage Note.
Private
Certificates:
Any of
the Class X, Class C and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated February 27, 2007 relating to the public offering
of
the Offered Certificates.
Protected
Account:
Each
account established with respect to receipts on the Mortgage Loans and REO
Property in accordance with Section 5.01 hereof or by the Servicer in accordance
with the GMACM Servicing Agreement. Each Protected Account shall be an Eligible
Account.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased pursuant to the applicable
provisions of this Agreement, an amount equal to the sum of (i) 100% of the
principal remaining unpaid on such Mortgage Loan as of the date of purchase
(including if a foreclosure has already occurred, the principal balance of
the
related Mortgage Loan at the time the Mortgaged Property was acquired), net
of
any Servicing Advances and Advances attributable to principal and payable to
the
purchaser of the Mortgage Loan if such purchaser is also the Servicer of such
Mortgage Loan, (ii) accrued and unpaid interest thereon at the Mortgage Rate
through and including the last day of the month of purchase, net of any portion
of the Servicing Fee and any Servicing Advances and Advances attributable to
interest that is payable to the purchaser of the Mortgage Loan if such purchaser
is also the Servicer of such Mortgage Loan, plus and (iii) any costs and damages
(if any) incurred by the Trust in connection with any violation of such Mortgage
Loan of any anti-predatory lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
S&P and Xxxxx’x. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee and the Securities
Administrator. References herein to a given rating category of each Rating
Agency shall mean such rating category without giving effect to any
modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, minus (iii) the proceeds, if
any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Company pursuant to this Agreement or the Servicer pursuant
to
the GMACM Servicing Agreement which have not been previously reimbursed. Any
charged off Mortgage Loan will give rise to a Realized Loss at the time it
is
charged off, as described in Section 6.01. With respect to each Mortgage Loan
which is the subject of a Servicing Modification, (a) (1) the amount by which
the interest portion of a monthly payment or the principal balance of such
Mortgage Loan was reduced or (2) the sum of any other amounts owing under the
Mortgage Loan that were forgiven and that constitute Servicing Advances that
are
reimbursable to the Company or the Servicer, and (b) any such amount with
respect to a monthly payment that was or would have been due in the month
immediately following the month in which a Principal Prepayment or the Purchase
Price of such Mortgage Loan is received or is deemed to have been received
and
not paid due to a Servicing Modification. In addition, to the extent the
Company, the Servicer or the Master Servicer receives Subsequent Recoveries
with
respect to any Mortgage Loan, the amount of the Realized Loss with respect
to
that Mortgage Loan will be reduced to the extent such recoveries are distributed
to any Class of Certificates or applied to increase the Excess Spread on any
Distribution Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the Class A Certificates and Class M
Certificates, so long as such Classes of Certificates are Book-Entry
Certificates, the Business Day preceding such Distribution Date, and otherwise,
the close of business on the last Business Day of the month preceding the month
in which such Distribution Date occurs. With respect to any Distribution Date
and the Class B, Class C, Class X and Residual Certificates, the close of
business on the last Business Day of the month preceding the month in which
such
Distribution Date occurs.
Reference
Banks:
Shall
mean leading banks selected by the Securities Administrator and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i)
with an established place of business in London, (ii) which have been designated
as such by the Securities Administrator and (iii) which are not controlling,
controlled by, or under common control with, the Depositor, the Seller or the
Master Servicer.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New
York
City, selected by the Securities Administrator, as of 11:00 a.m., New York
City
time, on such date for loans in United States dollars to leading European banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Class A Certificates and Class M
Certificates for such Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate or a Class X
Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or any similar state or local
law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of the REMIC I Group I Regular Interests
and
REMIC I Group II Regular Interests, each as designated in the Preliminary
Statement hereto.
REMIC
I Group I Regular Interests:
REMIC I
Regular Interest I-1-A through REMIC I Regular Interest I-45-B as designated
in
the Preliminary Statement hereto.
REMIC
I Group II Regular Interests:
REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-45-B as designated
in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest AA
minus
the Marker Rate, divided by (b) 12.
REMIC
II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest AA, REMIC II Regular Interest ZZ and
each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest IO) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate, in each case as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and the related
REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A, Class M or Class B Certificate is a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A, Class M or Class B Certificate is a Corresponding Certificate and
REMIC
II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (other than REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX.
REMIC
II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC II Regular
Interest ending with the designation “Sub”, equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II, as applicable, over (y) the current Certificate
Principal Balance of the related Class A Certificates.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
III Regular Interest:
The
Class C Interest, Class IO Interest or any Regular Interest in REMIC III the
ownership of which is represented by any of the Class A, Class M and Class
B
Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class C Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V:
The
segregated pool of assets consisting of the Class IO Interest conveyed in trust
to the Trustee, for the benefit of the holders of REMIC V Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-5 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify
as a
REMIC at any time that any Certificates are outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean (i) with respect to the Company, the day that is two Business Days prior
to
each Distribution Date and (ii) with respect to the Servicer, the Business
Day
as specified in the GMACM Servicing Agreement.
Remittance
Report:
Shall
mean a report to the Securities Administrator in an electronic format (or by
such other means as the Master Servicer and the Securities Administrator may
agree from time to time) containing such data and information, as agreed to
by
the Master Servicer and the Securities Administrator such as to permit the
Securities Administrator to prepare the Monthly Statement to
Certificateholders.
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Company or the Servicer on behalf of the
Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection
with
a defaulted Mortgage Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not less
than or more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan; (iii) have the same or higher credit quality characteristics
than
that of the Deleted Mortgage Loan; (iv) have a Combined Loan-to-Value Ratio
no
higher than that of the Deleted Mortgage Loan; (v) have a remaining term to
maturity no greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from
a
fixed rate to a variable rate; (vii) have the same lien priority as the Deleted
Mortgage Loan; (viii) constitute the same occupancy type as the Deleted Mortgage
Loan or be owner occupied; (ix) comply with each representation and warranty
set
forth in Section 7 of the Mortgage Loan Purchase Agreement and (ix) the
Custodian has delivered a Final Certification noting no defects or
exceptions.
Reportable
Event:
The
meaning set forth in Section 3.18(a)(iii).
Repurchase
Price:
With
respect to each Mortgage Loan, a price equal to (i) the outstanding principal
balance of such Mortgage Loan, plus (ii) interest on such outstanding principal
balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last
date
through which interest has been paid to the end of the month of repurchase,
less
(iii) amounts advanced by the Company, the Servicer or the Master Servicer
in
respect of such repurchased Mortgage Loan which are being held in the Master
Servicer Collection Account for remittance to the Securities Administrator
plus
(iv) any costs and damages (if any) incurred by the Trust in connection with
any
violation of such Mortgage Loan of any anti-predatory lending laws.
Request
for Release:
The
Request for Release to be submitted by the Seller, the Company, the Servicer or
the Master Servicer to the Custodian substantially in the form of Exhibit G
hereto or other form attached as an exhibit to the Custodial Agreement. Each
Request for Release furnished to the Custodian by the Seller, the Company,
the
Servicer or the Master Servicer shall be in duplicate and shall be executed
by
an officer of such Person or a Servicing Officer (or, if furnished
electronically to the Custodian, shall be deemed to have been sent and executed
by an officer of such Person or a Servicing Officer) of the Seller, the Company,
the Servicer or the Master Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement or the GMACM Servicing
Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Securities
Administrator pursuant to Section 4.12 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 4.12
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest and Class R-5 Interest), each evidencing
the
sole class of Residual Interests in the related REMIC.
Residual
Interest:
The
sole class of Residual Interests in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee and the Securities Administrator, any Vice President,
any
Assistant Vice President, the Secretary, any Assistant Secretary, or any Trust
Officer in its respective Corporate Trust Office with specific responsibility
for the transactions contemplated hereby, any other officer customarily
performing functions similar to those performed by any of the above designated
officers or other officers of the Trustee or the Securities Administrator as
specified by the Trustee or the Securities Administrator, respectively, as
to
whom, with respect to a particular matter, such matter is referred because
of
such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
The
meaning set forth in Section 3.18(a)(iv).
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended, and the rules and regulations
thereunder.
Securities
Administrator:
LaSalle
Bank National Association, in its capacity as securities administrator, transfer
agent and paying agent hereunder, and its successors and assigns.
Securities
Administrator Information:
As
defined in Section 3.18(b).
Seller:
EMC in
its capacity as seller of the Mortgage Loans to the Depositor.
Senior
Certificates:
The
Class A Certificates.
Servicer:
GMACM.
Servic(es)(ing):
In
accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Servicer
or
the Company of their servicing obligations hereunder or under the GMACM
Servicing Agreement, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, and including
any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered in the MERS® System, (iii) the management and
liquidation of any REO Property (including, without limitation, realtor’s
commissions) and (iv) compliance with any obligations under Section 3.07 hereof
to cause insurance to be maintained.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time, or those Servicing Criteria otherwise mutually agreed
to by EMC, the Master Servicer, the Trustee and the applicable Servicer in
response to evolving interpretations of Regulation AB and incorporated into
a
revised Exhibit O.
Servicing
Fee:
As to
each EMC Mortgage Loan and any Distribution Date, an amount equal to
1/12th
of the
Servicing Fee Rate multiplied by the Stated Principal Balance of such EMC
Mortgage Loan payable solely from interest collections as of the Due Date in
the
month preceding the month in which such Distribution Date occurs. As to each
Mortgage Loan serviced by the Servicer and any Distribution Date, an amount
equal to 1/12th
of the
Servicing Fee Rate multiplied by the unpaid principal balance of each such
mortgage loan payable solely from interest collections, as of the Due Date
in
the month preceding the month in which such Distribution Date
occurs.
Servicing
Fee Rate:
0.5000%
per annum.
Servicing
Modification:
With respect to any Mortgage Loan that is in default or, in the reasonable
judgment of the Company or the Servicer, as to which default is reasonably
foreseeable, any modification which is effected by the Company or the Servicer
in accordance with the terms of this Agreement or the GMACM Servicing Agreement
which results in any change in the outstanding Stated Principal Balance, any
change in the Mortgage Rate or any extension of the term of such Mortgage
Loan.
Servicing
Officer:
Any
officer of the Company or the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans (i) in the case of the
Company, whose name and facsimile signature appear on a list of servicing
officers furnished to the Master Servicer by the Company on the Closing Date
pursuant to this Agreement, as such list may from time to time be amended and
(ii) in the case of the Servicer, as to which evidence reasonably acceptable
to
the Master Servicer or the Trustee, of due authorization, by such party has
been
furnished from time to time to the Master Servicer or the Trustee.
Significance
Estimate:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Seller or its affiliate of the aggregate Maximum Probable Exposure of the
outstanding Class A, Class M and Class B Certificates to the Swap Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A, Class M
and
Class B Certificates, prior to the distribution of the Principal Distribution
Amount on such Distribution Date.
Sixty-Day
Plus Delinquency Percentage:
With
respect to any Distribution Date, is the arithmetic average for each of the
three successive Distribution Dates ending with the applicable Distribution
Date
of the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more
days delinquent in the payment of principal or interest for the relevant
Distribution Date, including any Mortgage Loans in foreclosure, REO and Mortgage
Loans with a related Mortgagor subject to bankruptcy proceedings, and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans immediately preceding such Distribution Date.
Seller:
EMC.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period
(iii) all Liquidation Proceeds to the extent applied by the Company or the
Servicer as recoveries of principal in accordance with Section 3.12 or the
GMACM
Servicing Agreement with respect to such Mortgage Loan, that were received
by
the Company or the Servicer as of the close of business on the last day of
the
calendar month immediately preceding such Distribution Date and (iv) any
Realized Losses on such Mortgage Loan incurred during the prior calendar month.
The Stated Principal Balance of a Liquidated Loan equals zero.
Stepdown
Date:
The
earlier to occur of, (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class A
Certificates has been reduced to zero, and (II) the later to occur of (a)
the
Distribution Date in March 2010 or (b) the first Distribution Date on which
the
Current Specified Enhancement Percentage is greater than or equal to
57.30%.
Subordinated
Certificates:
The
Class M, Class B, Class C and Residual Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 5.02) or surplus
amounts held by the Master Servicer, Company and the Servicer to cover estimated
expenses (including, but not limited to, recoveries in respect of the
representations and warranties made by EMC pursuant to the Mortgage Loan
Purchase Agreement) specifically related to a Mortgage Loan that was the subject
of a liquidation or final disposition of any REO Property as of the end of
the
prior calendar month that resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Company and a subservicer with respect to
the
subservicing of any Mortgage Loan hereunder by such subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(d).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.06.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 4.12 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, the Swap Account and REMIC V
Regular Interest IO. For the avoidance of doubt, the Supplemental Interest
Trust, the Swap Agreement, the Swap Account and the Swap Administration
Agreement do not constitute parts of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle
Bank National Association, not in its individual capacity but solely in its
capacity as Supplemental Interest Trust Trustee and any successor thereto,
and
any corporation or national banking association resulting from or surviving
any
consolidation or merger to which it or its successors may be a party and any
successor Supplemental Interest Trust Trustee as may from time to time be
serving as successor Supplemental Interest Trust Trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
Bank National Association, not in its individual capacity, but solely as swap
administrator under the Swap Administration Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated February 28, 2007, pursuant to which the
Swap Administrator will make payments to the Swap Provider and the Class A,
Class M and Class B Certificateholders, and certain other payments, as such
agreement may be amended or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement, dated as of February 28, 2007 between the
Supplemental Interest Trust Trustee and the Swap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit N.
Swap
Collateral Account:
The
swap collateral account established under the Swap Administration
Agreement.
Swap
Credit Support Annex:
The
credit support annex, dated as of February 28, 2007, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 11.01.
Swap
Provider:
The
swap provider under the Swap Agreement. Initially, the Swap Provider shall
be
Bear Xxxxxxx Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Securities Administrator, or
any
successor thereto or assignee thereof, shall serve as tax administrator
hereunder and as agent for the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transfer
Affidavit:
As
defined in Section 7.02(c)(ii).
Trigger
Event:
With
respect to any Distribution Date, a “ Trigger Event” shall have occurred if any
of the following tests is not satisfied: (i) the Sixty-Day Plus Delinquency
Percentage is less than 13.75% of the Current Specified Enhancement Percentage,
or (ii) (A) for any Distribution Date from and including the Distribution Date
in March 2009 to and including the Distribution Date in February 2010, the
Cumulative Realized Loss Percentage for such Distribution Date is less than
3.20% plus an additional 1/12th of 3.20% for each Distribution Date thereafter
up to and including the Distribution Date in February 2010, (B) for any
Distribution Date from and including the Distribution Date in March 2010 to
and
including the Distribution Date in February 2011, the Cumulative Realized Loss
Percentage for such Distribution Date is less than 6.40% plus an additional
1/12th of 2.10% for each Distribution Date thereafter up to and including the
Distribution Date in February 2011, (C) for any Distribution Date from and
including the Distribution Date in March 2011 to and including the Distribution
Date in February 2012, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 8.50% plus an additional 1/12th of 1.75% for
each
Distribution Date thereafter up to and including the Distribution Date in
February 2012, (D) for any Distribution Date from and including the Distribution
Date in March 2012 to and including the Distribution Date in February 2013,
the
Cumulative Realized Loss Percentage for such Distribution Date is less than
10.25% plus an additional 1/12th of 0.50% for each Distribution Date thereafter
up to and including the Distribution Date in February 2013, and (E) for any
Distribution Date thereafter, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 10.75%.
Trust:
As
defined in Section 2.07.
Trust
Fund:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Distribution Account maintained by the Securities
Administrator, the Reserve Fund, the Master Servicer Collection Account
maintained by the Master Servicer and the Protected Accounts maintained by
the
Company and each Servicer and all amounts deposited therein pursuant to the
applicable provisions of this Agreement and the GMACM Servicing Agreement;
(iii)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed
in lieu of foreclosure or otherwise; (iv) the mortgagee’s rights under the
Insurance Policies with respect to the Mortgage Loans; (v) the GMACM Servicing
Agreement and the Assignment Agreement; (vi) the rights under the Swap
Administration Agreement; (vii) the rights under the Mortgage Loan Purchase
Agreement; and (viii) all proceeds of the foregoing, including proceeds of
conversion, voluntary or involuntary, of any of the foregoing into cash or
other
liquid property. The Reserve Fund shall constitute an asset of the Trust Fund
but will not be included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC
V.
Trustee:
Citibank, N.A., a national banking association, as trustee for the benefit
of
the Certificateholders under this Agreement, and any successor thereto, and
any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
in
Section 1.02).
Uncertificated
Notional Amount:
With
respect to the Class C Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest IO) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
Distribution
Date
|
REMIC
I Regular Interests
|
1
|
I-1-A
through I-45-A and II-1-A through II-45-A
|
2
|
I-2-A
through I-45-A and II-2-A through II-45-A
|
3
|
I-3-A
through I-45-A and II-2-A through II-45-A
|
4
|
I-4-A
through I-45-A and II-2-A through II-45-A
|
5
|
I-5-A
through I-45-A and II-2-A through II-45-A
|
6
|
I-6-A
through I-45-A and II-2-A through II-45-A
|
7
|
I-7-A
through I-45-A and II-2-A through II-45-A
|
8
|
I-8-A
through I-45-A and II-2-A through II-45-A
|
9
|
I-9-A
through I-45-A and II-2-A through II-45-A
|
10
|
I-10-A
through I-45-A and II-10-A through II-45-A
|
11
|
I-11-A
through I-45-A and II-11-A through II-45-A
|
12
|
I-12-A
through I-45-A and II-12-A through II-45-A
|
13
|
I-13-A
through I-45-A and II-13-A through II-45-A
|
14
|
I-14-A
through I-45-A and II-14-A through II-45-A
|
15
|
I-15-A
through I-45-A and II-15-A through II-45-A
|
16
|
I-16-A
through I-45-A and II-16-A through II-45-A
|
17
|
I-17-A
through I-45-A and II-17-A through II-45-A
|
18
|
I-18-A
through I-45-A and II-18-A through II-45-A
|
19
|
I-19-A
through I-45-A and II-19-A through II-45-A
|
20
|
I-20-A
through I-45-A and II-20-A through II-45-A
|
21
|
I-21-A
through I-45-A and II-21-A through II-45-A
|
22
|
I-22-A
through I-45-A and II-22-A through II-45-A
|
23
|
I-23-A
through I-45-A and II-23-A through II-45-A
|
24
|
I-24-A
through I-45-A and II-24-A through II-45-A
|
25
|
I-25-A
through I-45-A and II-25-A through II-45-A
|
26
|
I-26-A
through I-45-A and II-26-A through II-45-A
|
27
|
I-27-A
through I-45-A and II-27-A through II-45-A
|
28
|
I-28-A
through I-45-A and II-28-A through II-45-A
|
29
|
I-29-A
through I-45-A and II-29-A through II-45-A
|
30
|
I-30-A
through I-45-A and II-30-A through II-45-A
|
31
|
I-31-A
through I-45-A and II-31-A through II-45-A
|
32
|
I-32-A
through I-45-A and II-32-A through II-45-A
|
33
|
I-33-A
through I-45-A and II-33-A through II-45-A
|
34
|
I-34-A
through I-45-A and II-34-A through II-45-A
|
35
|
I-35-A
through I-45-A and II-35-A through II-45-A
|
36
|
I-36-A
through I-45-A and II-36-A through II-45-A
|
37
|
I-37-A
through I-45-A and II-37-A through II-45-A
|
38
|
I-38-A
through I-45-A and II-38-A through II-45-A
|
39
|
I-39-A
through I-45-A and II-39-A through II-45-A
|
40
|
I-40-A
through I-45-A and II-40-A through II-45-A
|
41
|
I-41-A
through I-45-A and II-41-A through II-45-A
|
42
|
I-42-A
through I-45-A and II-42-A through II-45-A
|
43
|
I-43-A
through I-45-A and II-43-A through II-45-A
|
44
|
I-44-A
through I-45-A and II-44-A through II-45-A
|
45
|
I-45-A
and II-45-A
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC V Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests and Class C Interest outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest and Class C Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated principal balance. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests shall be reduced by all
distributions of principal made on such REMIC Regular Interests on such
Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 6.05, and the Uncertificated Principal Balance
of
REMIC II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 6.07(c)(1)(ii). The Uncertificated Principal Balance of
each
REMIC Regular Interest and Class C Interest shall never be less than zero.
With
respect to the Class C Interest as of any date of determination, an amount
equal
to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M and Class B Certificates
then outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Group I Regular Interest ending with the designation
“A”
and any Distribution Date, a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of
10.2330%. With respect to each REMIC I Group I Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group I over (2) 10.2330% and (y) 0.00% per annum.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
10.2330%. With respect to each REMIC I Group II Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group II over (2) 10.2330% and (y) 0.00% per annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX, and any
Distribution Date, a per annum rate equal to the weighted average of (x) the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “B” for such Distribution Date and (y) the rates
listed below for the REMIC I Regular Interests ending with the designation
“A”
for such Distribution Date, in each case weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest for
such
Distribution Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-6-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-13-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-14-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-15-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-16-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-17-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-18-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-19-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-20-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-21-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-22-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-23-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-24-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-25-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-26-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-27-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-28-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-29-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-30-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-31-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-32-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-33-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-34-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-35-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-36-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-37-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-38-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-39-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-40-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-41-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-42-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-43-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-44-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 1-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group I Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group I Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 2-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group II Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group II Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
II-13-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
II-14-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
II-15-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
II-16-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
II-17-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
II-18-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
II-19-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
II-20-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
II-21-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
II-22-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
II-23-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
II-24-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
II-25-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
II-26-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
II-27-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
II-28-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
II-29-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
II-30-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
II-31-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
II-32-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
II-33-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
II-34-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
II-35-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
II-36-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
II-37-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
II-38-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
II-39-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
II-40-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
II-41-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
II-42-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
II-43-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
II-44-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A” for such Distribution Date, over (y) the
weighted average of 2 multiplied by Swap LIBOR on the REMIC I Regular Interests
ending with the designation “A”, subject to a maximum rate of the Uncertificated
REMIC I Pass-Through Rate for each such REMIC I Regular Interest for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date.
Unpaid
Realized Loss Amount:
With
respect to the Class A Certificates and as to any Distribution Date is the
excess of Applied Realized Loss Amounts with respect to such Class over the
sum
of all distributions in reduction of the Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to the Class A Certificates
in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 92% to the Class A, Class M and Class B Certificates, (ii)
3%
to the Class C Certificates until paid in full, (iii) 1% to each of the Class
X,
Class R-1, Class R-2, Class R-3 Certificates and Class RX Certificates, with
the
allocation among the Certificates (other than the Class X, Class C and Residual
Certificates) to be in proportion to the Certificate Principal Balance of each
Class relative to the Certificate Principal Balance of all other such Classes.
Voting Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, National Association, and any successor in interest.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M,
Class B and Class C Certificates for any Distribution Date, the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments
by
the Servicer pursuant to the GMACM Servicing Agreement, the Company or the
Master Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, to the Class C Interest based on, and to the extent of, one
month’s interest at the then applicable Pass-Through Rate on the Uncertificated
Notional Amount thereof, and thereafter, among the Class A, Class M and Class
B
Certificates, in each case on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Servicer pursuant to the GMACM Servicing Agreement, the Company
or the Master Servicer pursuant to Section 6.02) and any Relief Act Interest
Shortfalls incurred in respect of Loan Group I for any Distribution Date shall
be allocated first, to REMIC I Group I Regular Interests ending with the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group I Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
II Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to the GMACM Servicing Agreement, the Company or the Master
Servicer pursuant to Section 6.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II for any Distribution Date shall be
allocated first, to REMIC I Group II Regular Interests ending with the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group II Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests (other than REMIC II Regular Interest IO) for any
Distribution Date, (i) the REMIC II Marker Allocation Percentage of the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 6.02) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up
to
an aggregate amount equal to the REMIC II Interest Loss Allocation Amount,
98%
and 2%, respectively, and thereafter, among REMIC II Regular Interest AA, each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
the Corresponding Certificate and REMIC II Regular Interest ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest, and (ii) the REMIC
II
Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest
Shortfalls (to the extent not covered by payments by the Servicer pursuant
to
the GMACM Servicing Agreement, the Company or the Master Servicer pursuant
to
Section 6.02) and any Relief Act Interest Shortfalls incurred in respect of
the
Mortgage Loans for any Distribution Date shall be allocated to Uncertificated
Accrued Interest payable to REMIC II Regular Interest 1-Sub, REMIC II Regular
Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest
2-Grp
and REMIC II Regular Interest XX, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
REPRESENTATIONS
AND WARRANTIES
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
set over and otherwise conveyed to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the assets sold by it in
the
Trust Fund.
EMC
has
entered into this Agreement in consideration for the purchase of the Mortgage
Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement and
has
agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the use
and benefit of the Certificateholders, without recourse, all the right, title
and interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited with,
or caused to be delivered to and deposited with, the Trustee or the Custodian,
on its behalf, the following documents or instruments with respect to each
Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders
thereto, endorsed without recourse (A) in blank or to order of “Citibank, N.A.,
as Trustee for Certificateholders of SACO I Trust 2007-2, Mortgage-Backed
Certificates, Series 2007-2,” or (B) in the case of a loan registered on the
MERS system, in blank and showing an unbroken chain of endorsements from the
original payee thereof to the Person endorsing it to the Trustee, (ii) the
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM
Loan, which shall have been recorded (or, for Mortgage Loans other than the
EMC
Flow Loans, if the original is not available, a copy), with evidence of such
recording indicated thereon (or if clause (x) in the proviso below applies,
shall be in recordable form), (iii) unless the Mortgage Loan is either a MOM
Loan or has been assigned in the name of MERS®, the assignment (either an
original or a copy, which may be in the form of a blanket assignment if
permitted in the jurisdiction in which the Mortgaged Property is located) to
the
Trustee of the Mortgage with respect to each Mortgage Loan in the name of
“Citibank, N.A., as Trustee for Certificateholders of SACO I Trust 2007-2,
Mortgage-Backed Certificates, Series 2007-2,” which shall have been recorded (or
if clause (x) in the proviso below applies, shall be in recordable form), (iv)
an original or a copy of all intervening assignments of the Mortgage, if any,
with evidence of recording thereon, (v) with respect to any Mortgage Loan (other
than any Piggyback Loan), the original policy of title insurance or
mortgagee’s certificate of title insurance or commitment or binder for title
insurance or,
in
the event such original title policy has not been received from the title
insurer, such title policy will be delivered within one year of the Closing
Date
or, in the event such original title policy is unavailable, a photocopy of
such
title policy or, in lieu thereof, a current lien search on the related Mortgaged
Property; and with respect to any Piggyback Loan, the original policy of
title insurance or mortgagee’s certificate of title insurance or commitment or
binder for title insurance issued as to the related first lien Mortgage Loan
or, in lieu thereof, a lien search on the related Mortgaged Property that
was conducted in connection with the related first lien Mortgage Loan and (vi)
originals or copies of all available assumption, modification or substitution
agreements, if any; provided, however, that in lieu of the foregoing, the Seller
may deliver the following documents, under the circumstances set forth below:
(x) in lieu of the original Mortgage (other than the Mortgages related to the
EMC Flow Loans), assignment thereof to the Trustee or intervening assignments
thereof have been delivered or are being delivered to recording offices for
recording and have not been returned in time to permit their delivery as
specified above, the Depositor may deliver, or cause to be delivered, a true
copy thereof with a certification by such Seller or the title company issuing
the commitment for title insurance, on the face of such copy, substantially
as
follows: “Certified to be a true and correct copy of the original, which has
been transmitted for recording”; (y) in lieu of the original Mortgage (other
than the Mortgages related to the EMC Flow Loans), assignment to the Trustee
or
in blank or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents (as evidenced by a certification from
the Depositor to such effect) the Depositor may deliver, or cause to be
delivered, photocopies of such documents containing an original certification
by
the judicial or other governmental authority of the jurisdiction where such
documents were recorded; and (z) in lieu of the Mortgage Notes relating to
the
Mortgage Loans identified in the list set forth in Exhibit I, the Depositor
may
deliver, or cause to be delivered, a lost note affidavit and indemnity and
a
copy of the original note, if available; and provided, further, however, that
in
the case of Mortgage Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing Date, the Depositor, in lieu of delivering the
above documents, may deliver, or cause to be delivered, to the Trustee or the
Custodian a certification of a Servicing Officer to such effect and in such
case
shall deposit all amounts paid in respect of such Mortgage Loans, in the
Distribution Account on the Closing Date. In the case of the documents referred
to in clause (x) above, the Depositor shall deliver, or cause to be delivered,
such documents to the Trustee or the Custodian promptly after they are received.
EMC shall cause, at its expense, the Mortgage and intervening assignments,
if
any, and to the extent required in accordance with the foregoing, the assignment
of the Mortgage to the Trustee to be submitted for recording promptly after
the
Closing Date; provided that EMC need not cause to be recorded (a) any assignment
in any jurisdiction under the laws of which, as evidenced by an Opinion of
Counsel addressed to the Trustee delivered by EMC to the Trustee or the
Custodian on its behalf and each Rating Agency, the recordation of such
assignment is not necessary to protect the Trustee’s interest in the related
Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record solely as nominee
for the related Seller and its successors and assigns. In the event that either
Seller, the Depositor or the Master Servicer or the Securities Administrator
gives written notice to the Trustee that a court has recharacterized the sale
of
the Mortgage Loans as a financing, EMC shall submit or cause to be submitted
for
recording as specified above each such previously unrecorded assignment to
be
submitted for recording as specified above at the expense of the Trust. In
the
event a Mortgage File is released to the Company or the Servicer as a result
of
such Person having completed a Request for Release, the Custodian shall, if
not
so completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC further agrees that it will cause, at EMC’s own expense, within 30
days after the Closing Date, the MERS® System to indicate that such Mortgage
Loans have been assigned by EMC to the Depositor and by the Depositor to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the
code
in the field “Pool Field” which identifies the series of the Certificates issued
in connection with such Mortgage Loans. EMC further agrees that it will not,
and
will not permit the Company or the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this Agreement
or the Mortgage Loan Purchase Agreement.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee or the Custodian on its behalf are and shall be held by or on behalf
of
the Seller or the Depositor, as the case may be, in trust for the benefit of
the
Trustee on behalf of the Certificateholders. Any such original document
delivered to or held by the Depositor, shall be delivered promptly to the
Custodian on the Trustee’s behalf.
Whenever
it is provided for in this Agreement that any document, evidence or information
relating to a Mortgage Loan to be included in a Mortgage File be delivered
or
supplied to the Trustee, such delivery or supply shall be made to the Custodian
pursuant to the Custodial Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver one or more Initial Certifications, each in the
form
of Exhibit One to the Custodial Agreement, to the parties indicated on such
exhibit confirming whether or not it has received the Mortgage File for each
Mortgage Loan, but without review of such Mortgage File, except to the extent
necessary to confirm whether such Mortgage File contains the original Mortgage
Note or a lost note affidavit and indemnity in lieu thereof. No later than
90
days after the Closing Date, the Trustee or the Custodian on its behalf shall,
for the benefit of the Certificateholders, review each Mortgage File delivered
to it and execute and deliver to EMC and the Master Servicer and, if reviewed
by
the Custodian, to the Trustee, one or more Interim Certifications, each
substantially in the form of Exhibit Two to the Custodial Agreement. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether all required documents have been executed and received and
whether those documents relate, determined on the basis of the Mortgagor name,
original principal balance and loan number, to the Mortgage Loans identified
in
Exhibit B to this Agreement, as supplemented (provided, however, that with
respect to those documents described in subclauses (iv) and (vi) of Section
2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and
the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
EMC shall correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, EMC may substitute for the related Mortgage
Loan a Replacement Mortgage Loan, which substitution shall be accomplished
in
the manner and subject to the conditions set forth in Section 2.03 or shall
deliver to the Securities Administrator and the Trustee an Opinion of Counsel
addressed to the Trustee to the effect that such defect does not materially
or
adversely affect the interests of the Certificateholders in such Mortgage Loan
within 90 days from the date of notice from the Trustee of the defect and if
EMC
fails to correct or cure the defect or deliver such opinion within such period,
EMC will, subject to Section 2.03, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
EMC to deliver the Mortgage, assignment thereof to the Trustee, or intervening
assignments thereof with evidence of recording thereon because such documents
have been submitted for recording and have not been returned by the applicable
jurisdiction, EMC shall not be required to purchase such Mortgage Loan if EMC
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to EMC, and
the
Master Servicer and, if reviewed by the Custodian, to the Trustee, one or more
Final Certifications, each substantially in the form of Exhibit Three to the
Custodial Agreement. In conducting such review, the Trustee or the Custodian
on
its behalf will ascertain whether each document required to be recorded has
been
returned from the recording office with evidence of recording thereon and the
Trustee or the Custodian on its behalf has received either an original or a
copy
thereof, as required in Section 2.01 (provided, however, that with respect
to
those documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify EMC. EMC shall correct or cure any such defect or, if
prior to the end of the second anniversary of the Closing Date, EMC may
substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03 or shall deliver to the Trustee and the Securities
Administrator an Opinion of Counsel addressed to the Trustee and the Securities
Administrator to the effect that such defect does not materially or adversely
affect the interests of Certificateholders in such Mortgage Loan within 90
days
from the date of notice from the Trustee of the defect and if EMC is unable
within such period to correct or cure such defect, or to substitute the related
Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion,
EMC
shall, subject to Section 2.03, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
EMC to deliver the Mortgage, assignment thereof to the Trustee or intervening
assignments thereof with evidence of recording thereon, because such documents
have not been returned by the applicable jurisdiction, EMC shall not be required
to purchase such Mortgage Loan, if EMC delivers such documents promptly upon
receipt, but in no event later than 360 days after the Closing Date.
Notwithstanding anything to the contrary, the Trustee shall have no
responsibility with respect to the custody or review of Mortgage Files, all
of
which shall be performed by the Custodian pursuant to the Custodial Agreement,
and the Trustee is hereby authorized and directed to enter into the Custodial
Agreement. Performance by the Custodian of its obligations under the Custodial
Agreement shall satisfy all responsibilities for custody and review of Mortgage
Files hereunder. The Trustee shall have no liability for the failure of the
Custodian to perform its obligations under the Custodial Agreement.
(c) In
the
event that a Mortgage Loan is repurchased by EMC in accordance with subsections
2.02(a) or (b) above or Section 2.03, EMC shall remit the applicable Purchase
Price to the Master Servicer for deposit in the Master Servicer Collection
Account and shall provide written notice to the Securities Administrator and
the
Trustee detailing the components of the Purchase Price, signed by a Servicing
Officer. Upon deposit of the Purchase Price in the Master Servicer Collection
Account and upon receipt of a Request for Release with respect to such Mortgage
Loan, the Custodian will release to EMC the related Mortgage File and the
Trustee shall execute and deliver all instruments of transfer or assignment,
without recourse, representation or warranty furnished to it by the related
Seller, as are necessary to vest in EMC title to and rights under the Mortgage
Loan. Such purchase shall be deemed to have occurred on the date on which the
deposit into the Master Servicer Collection Account was made. The Securities
Administrator shall promptly use its best efforts to notify each Rating Agency
of such repurchase in accordance with Section 12.05. The obligation of EMC
to
cure, repurchase or substitute for any Mortgage Loan as to which a defect in
a
constituent document exists shall be the sole remedies respecting such defect
available to the Certificateholders or to the Trustee on their
behalf.
(d) EMC
shall
deliver to the Trustee or the Custodian on its behalf, and Trustee agrees to
accept the Mortgage Note and other documents constituting the Mortgage File
with
respect to any Replacement Mortgage Loan, which the Trustee or the Custodian
will review as provided in subsections 2.02(a) and 2.02(b), provided, that
the
Closing Date referred to therein shall instead be the date of delivery of the
Mortgage File with respect to each Replacement Mortgage Loan.
Section
2.03 Representations,
Warranties and Covenants of the Company, the Master Servicer, and EMC as
Seller.
(a) The
Company hereby represents and warrants to the Master Servicer, the Depositor,
the Securities Administrator and the Trustee as follows, as of the Closing
Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property related to an EMC Mortgage Loan is located or
is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to enforce each EMC Mortgage Loan,
to
service the EMC Mortgage Loans in accordance with the terms of the Mortgage
Loan
Purchase Agreement and this Agreement and to perform any of its other
obligations under this Agreement in accordance with the terms hereof or
thereof.
(ii) It
has
the full corporate power and authority to service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement, assuming the due authorization, execution and delivery hereof by
the
other parties hereto or thereto, as applicable, constitutes its legal, valid
and
binding obligation, enforceable against it in accordance with its terms, except
that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally and (b) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(iii) The
execution and delivery of this Agreement, the servicing of the Mortgage Loans
by
it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof and thereof are in its ordinary course of business and will not
(A)
result in a breach of any term or provision of its charter or by-laws or (B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
it is a party or by which it may be bound, or (C) constitute a violation of
any
statute, order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx and Xxxxxxx
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect (a) the execution, delivery or
enforceability of this Agreement (b) its ability to service the EMC Mortgage
Loans, (c) to perform any of its other obligations under this Agreement in
accordance with the terms hereof, (d) its business operations, financial
conditions, or properties or assets owned by it, or (e) its ability to carry
on
its business as now conducted.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) The
servicing practices used by the Company in respect of each Mortgage Loan have
been, and will continue to be, compliant in all material respects with
applicable laws and regulations.
(viii) As
of the Closing Date and except as has been otherwise disclosed to the Master
Servicer and the Depositor, or disclosed in any public filing: (1) no default
or
servicing related performance trigger has occurred as to any other Pass-Through
Transfer due to any act or failure to act of the Company; (2) no material
noncompliance with applicable servicing criteria as to any other Pass-Through
Transfer has occurred, been disclosed or reported by the Company; (3) the
Company has not been terminated as servicer in a residential mortgage loan
Pass-Through Transfer, either due to a servicing default or to application
of a
servicing performance test or trigger; (4) no material changes to the Company’s
servicing policies and procedures for similar loans have occurred in the
preceding three years outside of the normal changes warranted by regulatory
and
product type changes in the portfolio; (5) there are no aspects of the Company’s
financial condition that could have a material adverse impact on the performance
by the Company of its obligations hereunder; (6) there are no legal proceedings
pending, or known to be contemplated by governmental authorities, against the
Company that could be material to investors in the securities issued in such
Pass-Through Transfer; and (7) there are no affiliations, relationships or
transactions relating to the Company of a type that are described under Item
1119 of Regulation AB.
(ix) If
so requested by the Depositor or the Master Servicer on any date, the Company
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in clause (a)(viii)
of
this Section or, if any such representation and warranty is not accurate as
of
the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
(x) As
a condition to the succession to the Company or any subservicer as servicer
or
subservicer under this Agreement by any Person (i) into which the Company or
such subservicer may be merged or consolidated, or (ii) which may be appointed
as a successor to the Company or any subservicer, the Company shall provide
to
the Master Servicer and the Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice to the
Master Servicer and the Depositor of such succession or appointment and (y)
in
writing and in form and substance reasonably satisfactory to the Master Servicer
and the Depositor, all information reasonably requested by the Master Servicer
or the Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed
securities.
(xi) With
respect to each Group II Mortgage Loan, information regarding the Mortgagor
credit files related to such Mortgage Loan has been and will continue to be
furnished to credit reporting agencies in compliance with the provisions of
the
Fair Credit Reporting Act and the applicable implementing
regulations.
(xii) In
connection with the Group II Mortgage Loans, the Master Servicer shall not
collect any prepayment premium in any instance when the mortgage debt is
accelerated through foreclosure sale or other payment as the result of the
mortgagor’s default under the terms of the security instrument.
(b) LaSalle
Bank National Association, in its capacity as Master Servicer and Securities
Administrator hereby represents and warrants to the Seller, the Depositor and
the Trustee as follows, as of the Closing Date:
(i) It
is a
national banking association duly formed, validly existing and in good standing
under the laws of the United States of America and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by the Master Servicer and the Securities Administrator and, is in
compliance with the doing business laws of any state, to the extent necessary
to
ensure its ability to perform any of its other obligations under this Agreement
in accordance with the terms hereof;
(ii) It
has
the full corporate power and authority to execute, deliver and perform, and
to
enter into and consummate the transactions contemplated by this Agreement and
has duly authorized by all necessary corporate action on its part the execution,
delivery and performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by it, the consummation of any other
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a material breach of any term or provision of its charter
or
by-laws or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which it is a party or by which it
may
be bound, or (C) constitute a material violation of any statute, order or
regulation applicable to it of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or instrument,
or in violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it
which breach or violation may materially impair its ability to perform or meet
any of its obligations under this Agreement.
(iv) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required,
it
has obtained the same.
(c) EMC
(in
its capacity as Seller) hereby represents and warrants to the Depositor and
the
Trustee as follows, as of the Closing Date:
(i) EMC
is
duly organized as a Delaware corporation and is validly existing and in good
standing under the laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by EMC in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to enforce each Mortgage Loan, to
sell the Mortgage Loans in accordance with the terms of the Mortgage Loan
Purchase Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(ii) EMC
has
the full corporate power and authority to sell each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on the part of EMC the execution, delivery and performance
of
this Agreement, assuming the due authorization, execution and delivery hereof
by
the other parties hereto or thereto, as applicable, constitutes a legal, valid
and binding obligation of EMC, enforceable against EMC in accordance with its
terms, except that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(iii) The
execution and delivery of this Agreement by EMC, the sale of the Mortgage Loans
by EMC under the Mortgage Loan Purchase Agreement, the consummation of any
other
of the transactions contemplated by this Agreement, and the fulfillment of
or
compliance with the terms hereof and thereof are in the ordinary course of
business of EMC and will not (A) result in a material breach of any term or
provision of the charter or by-laws of EMC or (B) conflict with, result in
a
breach, violation or acceleration of, or result in a default under, the terms
of
any other material agreement or instrument to which EMC is a party or by which
it may be bound, or (C) constitute a violation of any statute, order or
regulation applicable to EMC of any court, regulatory body, administrative
agency or governmental body having jurisdiction over EMC; and EMC is not in
breach or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it which breach or violation may materially impair EMC’s ability to perform
or meet any of its obligations under this Agreement.
(iv) EMC
is an
approved Seller of conventional mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of EMC’s knowledge, threatened, against
EMC that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of EMC to sell the Mortgage
Loans or to perform any of its other obligations under this Agreement in
accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by EMC of, or
compliance by EMC with, this Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval, authorization or order
is
required, EMC has obtained the same.
(vii) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), EMC hereby
remakes and restates each of the representations and warranties set forth in
Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
Trustee to the same extent as if fully set forth herein.
(d) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
related Certificateholders in any Mortgage Loan, the party discovering such
breach shall give prompt written notice thereof to the other parties. Any breach
of a representation or warranty contained in clauses (c), (q) and (s) of Section
7 of the Mortgage Loan Purchase Agreement in respect of a Group II Mortgage
Loan
and clauses (z) through (ll) of Section 7 of the Mortgage Loan Purchase
Agreement shall be deemed to materially adversely affect the interests of the
related Certificateholders. EMC, in its capacity as Seller, hereby covenants
with respect to the representations and warranties set forth in the Mortgage
Loan Purchase Agreement with respect to the Mortgage Loans, that within 90
days
of the discovery of a breach of any representation or warranty set forth therein
that materially and adversely affects the interests of the Certificateholders
in
any Mortgage Loan, it shall cure such breach in all material respects and,
if
such breach is not so cured, (i) if such 90 day period expires prior to the
second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted
Mortgage Loan”) from the Trust Fund and substitute in its place a Replacement
Mortgage Loan, in the manner and subject to the conditions set forth in this
Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from
the Trustee at the Purchase Price in the manner set forth below; provided that
any such substitution pursuant to (i) above or repurchase pursuant to (ii)
above
shall not be effected prior to the delivery to the Trustee and the Securities
Administrator of an Opinion of Counsel if required by Section 2.05 hereof and
any such substitution pursuant to (i) above shall not be effected prior to
the
additional delivery to the Custodian of a Request for Release. The Seller shall,
or cause the related Servicer to, furnish to the Securities Administrator,
the
Master Servicer and the Trustee the Officer’s Certificate required under Section
2.03(e) relating to such cure. If the Trustee has received (or has given, as
the
case may be) written notice of such a breach of a representation or warranty,
the Trustee shall give prompt written notice to the Master Servicer, the
Securities Administrator and the Seller, if within 90 days of its receipt (or
giving, as the case may be) of such notice of breach, the Trustee does not
receive an Officer’s Certificate as described in the preceding sentence
certifying as to the cure of such breached representation or warranty. The
Trustee shall give prompt written notice to the parties hereto of EMC’s failure
to cure such breach as set forth in the preceding sentence. EMC shall promptly
reimburse the Master Servicer and the Trustee for any expenses reasonably
incurred by the Master Servicer or the Trustee in respect of enforcing the
remedies for such breach. To enable the Master Servicer to amend the Mortgage
Loan Schedule, EMC shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Master Servicer and Trustee
whether it intends either to repurchase, or to substitute for, the Mortgage
Loan
affected by such breach. With respect to the representations and warranties
with
respect to the Mortgage Loans that are made to the best of EMC’s knowledge, if
it is discovered by any of the Depositor, the Master Servicer, EMC, the
Securities Administrator or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, notwithstanding EMC’s
lack of knowledge with respect to the substance of such representation or
warranty, EMC (in its capacity as Seller) shall nevertheless be required to
cure, substitute for or repurchase the affected Mortgage Loan in accordance
with
the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, EMC (in its capacity as
Seller) shall deliver to the Trustee or the Custodian on its behalf for the
benefit of the Certificateholders such documents and agreements as are required
by Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Notwithstanding the foregoing, such
substitution must be done within two years of the Closing Date. Scheduled
Payments due with respect to Replacement Mortgage Loans in the Due Period
related to the Distribution Date on which such proceeds are to be distributed
shall not be part of the Trust Fund and will be retained by EMC (in its capacity
as Seller). For the month of substitution, distributions to Certificateholders
will include the Scheduled Payment due on any Deleted Mortgage Loan for the
related Due Period and thereafter EMC (in its capacity as Seller) shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Seller shall amend the Mortgage Loan Schedule for the benefit of
the
Certificateholders to reflect the removal of each such Deleted Mortgage Loan
and
the substitution of the Replacement Mortgage Loan or Loans and the Seller shall
deliver the amended Mortgage Loan Schedule to the Master Servicer, the
Securities Administrator, the Trustee and the Custodian. Upon such substitution,
the Replacement Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and EMC shall be deemed to have made with respect
to
such Replacement Mortgage Loan or Loans, as of the date of substitution, the
representations and warranties set forth in Section 7 or Section 8 of the
Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any
such substitution and the deposit into the Master Servicer Collection Account
of
the amount required to be deposited therein in connection with such substitution
as described in the following paragraph and receipt by the Custodian of a
Request for Release for such Mortgage Loan, the Custodian shall release to
EMC
the Mortgage File relating to such Deleted Mortgage Loan and held for the
benefit of the Certificateholders and the Trustee shall execute and deliver
at
EMC’s direction such instruments of transfer or assignment as have been prepared
by EMC, in each case without recourse, representation or warranty as shall
be
necessary to vest in EMC, or its respective designee, title to the Trustee’s
interest in any Deleted Mortgage Loan substituted for pursuant to this Section
2.03.
For
any
month in which EMC substitutes one or more Replacement Mortgage Loans for a
Deleted Mortgage Loan, the Master Servicer will determine the amount (if any)
by
which the aggregate principal balance of all the Replacement Mortgage Loans
as
of the date of substitution is less than the Stated Principal Balance (after
application of the principal portion of the Scheduled Payment due in the month
of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
of such deficiencies, described in the preceding sentence for any Distribution
Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
the Master Servicer Collection Account, by EMC upon its delivering such
Replacement Mortgage Loan on the Determination Date for the Distribution Date
relating to the Prepayment Period during which the related Mortgage Loan became
required to be purchased or replaced hereunder.
In
the
event that EMC (in its capacity as Seller) shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited into the Master Servicer
Collection Account maintained by the Master Servicer, on the Determination
Date
for the Distribution Date in the month following the month during which EMC
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
by Section 2.05 and the receipt of a Request for Release, the Custodian shall
release the related Mortgage File held for the benefit of the Certificateholders
to EMC, and the Trustee shall execute and deliver at such Person’s direction the
related instruments of transfer or assignment prepared by EMC, in each case
without recourse, representation or warranty, as shall be necessary to transfer
title from the Trustee for the benefit of the Certificateholders and transfer
the Trustee’s interest to EMC to any Mortgage Loan purchased pursuant to this
Section 2.03. It is understood and agreed that the obligation under this
Agreement of EMC to cure, repurchase or replace any Mortgage Loan as to which
a
breach has occurred and is continuing shall constitute the sole remedies against
EMC (in its capacity as Seller) respecting such breach available to the
Certificateholders, the Depositor or the Trustee.
(e) In
connection with any repurchase or substitution of a Mortgage Loan or the cure
of
a breach of a representation or warranty set forth in Section 7 of the Mortgage
Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall, or
cause the related Servicer to, promptly furnish to the Securities Administrator,
the Master Servicer and the Trustee an Officer’s Certificate, signed by a duly
authorized officer of the Seller or the related servicer, as the case may be,
to
the effect that such repurchase, substitution or cure has been made in
accordance with the terms and conditions of this Agreement and that all
conditions precedent to such repurchase, substitution or cure have been
satisfied, including the delivery to the the Master Servicer of the Purchase
Price or Substitution Adjustment Amount, as applicable, for deposit into the
Master Servicer Collection Account, together with copies of any Opinion of
Counsel required to be delivered pursuant to this Agreement and the related
Request for Release, on which the Securities Administrator and the Trustee
may
rely. It is understood and agreed that the obligation under this Agreement
of
the Seller to cure the breach of a representation or warranty set forth in
Section 7 of the Mortgage Loan Purchase Agreement or to repurchase or replace
any Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedies against the Seller respecting such breach available
to Certificateholders, the Depositor or the Trustee.
(f) The
representations and warranties set forth in this Section 2.03 hereof shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer, the Securities
Administrator and the Trustee as follows, as of the date hereof and as of the
Closing Date:
(i) The
Depositor is duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware and has full
power and authority necessary to own or hold its properties and to conduct
its
business as now conducted by it and to enter into and perform its obligations
under this Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary corporate action on its part, the
execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery hereof by the other
parties hereto, constitutes a legal, valid and binding obligation of the
Depositor, enforceable against the Depositor in accordance with its terms,
subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors’ rights generally and (ii)
general principles of equity, regardless of whether enforcement is sought in
a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof and thereof are in the ordinary course of
business of the Depositor and will not (A) result in a material breach of any
term or provision of the certificate of formation or limited liability company
agreement of the Depositor or (B) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default under,
the
terms of any other material agreement or instrument to which the Depositor
is a
party or by which it may be bound or (C) constitute a material violation of
any
statute, order or regulation applicable to the Depositor of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Depositor; and the Depositor is not in breach or violation of any
material indenture or other material agreement or instrument, or in violation
of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms hereof
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or 15(d)
of
the Exchange Act during the preceding 12 months (or for such shorter period
that
the Depositor was required to file such reports) and it has been subject to
such
filing requirement for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Seller, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless EMC delivers to the Trustee and the Securities Administrator an Opinion
of Counsel, addressed to the Trustee and the Securities Administrator, to the
effect that such repurchase or substitution would not (i) result in the
imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V or contributions after the Closing Date, as defined
in
Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any
of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC
at any time that any Certificates are outstanding. Any Mortgage Loan as to
which
repurchase or substitution was delayed pursuant to this paragraph shall be
repurchased or the substitution therefor shall occur (subject to compliance
with
Sections 2.02 or 2.03) upon the earlier of (a) the occurrence of a default
or a
default becoming reasonably foreseeable with respect to such Mortgage Loan
and
(b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee
and
the Securities Administrator to the effect that such repurchase or substitution,
as applicable, will not result in the events described in clause (i) or clause
(ii) of the preceding sentence.
(b) Upon
discovery by the Depositor, the Seller, the Custodian or the Master Servicer
that any Mortgage Loan does not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall
promptly (and in any event within 5 Business Days of discovery) give written
notice thereof to the other parties and the Trustee and the Securities
Administrator. In connection therewith, EMC shall either (i) substitute, if
the
conditions in Section 2.03 with respect to substitutions are satisfied, a
Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase
the
affected Mortgage Loan within 90 days of such discovery in the same manner
as it
would a Mortgage Loan for a breach of representation or warranty in accordance
with Section 2.03. The Trustee shall reconvey to EMC the Mortgage Loan to be
released pursuant hereto (and the Custodian shall deliver the related Mortgage
File) in the same manner, and on the same terms and conditions, as it would
a
Mortgage Loan repurchased for breach of a representation or warranty in
accordance with Section 2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, and the Securities
Administrator has executed, countersigned and delivered, to or upon the order
of
the Depositor, the Certificates in authorized denominations evidencing the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform the duties set forth in this
Agreement in accordance with its terms.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests (which are
uncertificated) and the other assets of REMIC II and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC II Regular Interests and the Class R-2 Certificates.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the Regular Certificates (other than the Class C Certificates),
the
Class C Interest, the Class IO Interest and the Class R-3 Certificates. The
Trustee acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the Regular Certificates (other than the Class C Certificates), the Class C
Interest, the Class IO Interest and the Class R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
C Interest for the benefit of the Holders of the Class C Certificates and Class
RX Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges
receipt of the Class C Interest (which is uncertificated) and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of
the
Holders of the Class C Certificates and Class RX Certificates (in respect of
the
Class R-4 Interest).
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest for the benefit of the holders of the REMIC V Regular Interest
IO
and Class RX Certificates (in respect of the Class R-5 Interest). The Trustee
acknowledges receipt of the Class IO Interest (which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the holders of the REMIC V Regular Interest IO and Class RX
Certificates (in respect of the Class R-5 Interest).
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, created hereunder (the “Trust”), is to engage
in the following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom for the benefit of the Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
the other assets of the Trust Fund;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF EMC MORTGAGE LOANS BY THE COMPANY
Section
3.01 The
Company.
The
Company shall service and administer the EMC Mortgage Loans in accordance with
this Agreement and with customary and usual standards of practice of prudent
mortgage loan servicers in the respective states in which the related Mortgaged
Properties are located. In connection with such servicing and administration,
the Company shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and
all
things that it may deem necessary or desirable and consistent with the terms
of
this Agreement and customary servicing practices in connection with such
servicing and administration, including but not limited to, the power and
authority, subject to the terms hereof (i) to execute and deliver, on behalf
of
the Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.12, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any EMC Mortgage Loan; provided that the Company
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund, or the Certificateholders or this Agreement in any EMC Mortgage
Loan or the rights and interests of the Depositor, the Master Servicer or the
Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Company, in its own name or in
the
name of the Trust, the Depositor or the Trustee, is hereby authorized and
empowered by the Trust, the Depositor and the Trustee, when the Company believes
it appropriate in its reasonable judgment, to execute and deliver, on behalf
of
the Trustee, the Depositor, the Certificateholders or any of them, any and
all
instruments of satisfaction or cancellation, or of partial or full release
or
discharge and all other comparable instruments, with respect to the EMC Mortgage
Loans, and with respect to the related Mortgaged Properties held for the benefit
of the Certificateholders. The Company shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by
any or all of them as are necessary or appropriate to enable the Company to
service and administer the EMC Mortgage Loans. Upon receipt of such documents,
the Depositor and/or the Trustee shall execute such documents and deliver them
to the Company.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Company shall advance or cause to be advanced funds as necessary for the purpose
of effecting the payment of taxes and assessments on the Mortgaged Properties
relating to the EMC Mortgage Loans, which advances shall be reimbursable in
the
first instance from related collections from the Mortgagors pursuant to Section
5.04, and further as provided in Section 5.02. All costs incurred by the
Company, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties relating to the EMC Mortgage Loans and related
insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal
Balance under the related EMC Mortgage Loans, notwithstanding that the terms
of
such Mortgage Loans so permit.
If
the
Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan
on
the related Mortgaged Property as of the Cut-off Date, then the Company may
consent to the refinancing of the prior senior lien, provided that the following
requirements are met:
(i) the
resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than
the Combined Loan-to-Value Ratio prior to such refinancing; and
(ii) the
interest rate for the loan evidencing the refinanced senior lien is no more
than
2.0% higher than the interest rate or the maximum interest rate, as the case
may
be, on the loan evidencing the existing senior lien immediately prior to the
date of such refinancing; and
(iii) the
loan
evidencing the refinanced senior lien is not subject to negative
amortization.
The
Trustee shall furnish the Company and the Servicer with any powers of attorney
and other documents in form as provided to it necessary or appropriate to enable
the Company and the Servicer to service and administer the related Mortgage
Loans and REO Property, to execute and deliver instruments of satisfaction
or
cancellation, or of partial or full release or discharge, and to foreclose
upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
in
any court action relating to the Mortgage Loans or the Mortgaged Property,
in
accordance with the GMACM Servicing Agreement and this Agreement.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Company shall to
the
extent that it has knowledge of such conveyance, enforce any due-on-sale clause
contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Company is not required
to
exercise such rights with respect to an EMC Mortgage Loan if the Person to
whom
the related Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the terms and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such Mortgage Note or
Mortgage is not otherwise so required under such Mortgage Note or Mortgage
as a
condition to such transfer. In the event that the Company is prohibited by
law
from enforcing any such due-on-sale clause, or if coverage under any Required
Insurance Policy would be adversely affected, or if nonenforcement is otherwise
permitted hereunder, the Company is authorized, subject to Section 3.02(b),
to
take or enter into an assumption and modification agreement from or with the
person to whom such property has been or is about to be conveyed, pursuant
to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable state law, the Mortgagor remains liable thereon, provided that
the
Mortgage Loan shall continue to be covered (if so covered before the Company
enters such agreement) by the applicable Required Insurance Policies. The
Company, subject to Section 3.02(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted
as
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Company shall not be deemed to be in default under this Section
3.02(a) by reason of any transfer or assumption that the Company reasonably
believes it is restricted by law from preventing.
(b) Subject
to the Company’s duty to enforce any due-on-sale clause to the extent set forth
in Section 3.02(a), in any case in which a Mortgaged Property has been conveyed
to a Person by a Mortgagor, and such Person is to enter into an assumption
agreement or modification agreement or supplement to the Mortgage Note or
Mortgage that requires the signature of the Trustee, or if an instrument of
release signed by the Trustee is required releasing the Mortgagor from liability
on the related EMC Mortgage Loan, the Company shall prepare and deliver or
cause
to be prepared and delivered to the Trustee for signature and shall direct,
in
writing, the Trustee to execute the assumption agreement with the Person to
whom
the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note (including, but not limited
to, the Mortgage Rate, the amount of the Scheduled Payment and any other term
affecting the amount or timing of payment on the EMC Mortgage Loan) may be
changed. In addition, the substitute Mortgagor and the Mortgaged Property must
be acceptable to the Company in accordance with its servicing standards as
then
in effect. The Company shall notify the Trustee that any such substitution
or
assumption agreement has been completed by forwarding to the Trustee the
original (and to the Master Servicer a copy) of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
a
part thereof. Any fee collected by the Company for entering into an assumption
or substitution of liability agreement will be retained by the Company as
additional servicing compensation.
Section
3.03 Subservicers.
The
Company shall perform all of its servicing responsibilities hereunder or may
cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Company of a subservicer shall not release the
Company from any of its obligations hereunder and the Company shall remain
responsible hereunder for all acts and omissions of each subservicer as fully
as
if such acts and omissions were those of the Company. The Company shall pay
all
fees of each subservicer from its own funds, and a subservicer’s fee shall not
exceed the Servicing Fee payable to the Company hereunder.
At
the
cost and expense of the Company, without any right of reimbursement from its
Protected Account, the Company shall be entitled to terminate the rights and
responsibilities of a subservicer and arrange for any servicing responsibilities
to be performed by a successor subservicer; provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the
Company’s option, from electing to service the related Mortgage Loans itself. In
the event that the Company’s responsibilities and duties under this Agreement
are terminated pursuant to Section 9.01, the Company shall at its own cost
and
expense terminate the rights and responsibilities of each subservicer effective
as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and
responsibilities of each subservicer from the Company’s own funds without
reimbursement from the Trust Fund.
Notwithstanding
the foregoing, the Company shall not be relieved of its obligations hereunder
and shall be obligated to the same extent and under the same terms and
conditions as if it alone were servicing and administering the EMC Mortgage
Loans. The Company shall be entitled to enter into an agreement with a
subservicer for indemnification of the Company by the subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
subservicing agreement and any other transactions or services relating to the
EMC Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Company alone, and neither the Master Servicer nor the
Trustee shall have any obligations, duties or liabilities with respect to such
subservicer including any obligation, duty or liability of either the Master
Servicer or the Trustee to pay such subservicer’s fees and expenses. For
purposes of remittances to the Securities Administrator pursuant to this
Agreement, the Company shall be deemed to have received a payment on an EMC
Mortgage Loan when a subservicer has received such payment.
Section
3.04 Documents,
Records and Funds in Possession of the Company to Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Company shall transmit to the
Trustee or the Custodian on behalf of the Trustee as required by this Agreement
all documents and instruments in respect of an EMC Mortgage Loan coming into
the
possession of the Company from time to time and shall account fully to the
Master Servicer for any funds received by the Company or that otherwise are
collected by the Company as Liquidation Proceeds, Insurance Proceeds or
Subsequent Recoveries in respect of any such Mortgage Loan. All Mortgage Files
and funds collected or held by, or under the control of, the Company in respect
of any EMC Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, Insurance Proceeds or Subsequent
Recoveries, including but not limited to, any funds on deposit in the Protected
Account maintained by the Company, shall be held by the Company for and on
behalf of the Trustee and shall be and remain the sole and exclusive property
of
the Trustee, subject to the applicable provisions of this Agreement. The Company
also agrees that it shall not create, incur or subject any Mortgage File or
any
funds that are deposited in the Protected Account maintained by the Company
in
any Escrow Account, or any funds that otherwise are or may become due or payable
to the Trustee for the benefit of the Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of attachment or other encumbrance,
or
assert by legal action or otherwise any claim or right of set off against any
Mortgage File or any funds collected on, or in connection with, an EMC Mortgage
Loan, except, however, that the Company shall be entitled to set off against
and
deduct from any such funds any amounts that are properly due and payable to
the
Company under this Agreement.
All
funds
collected or held by, or under the control of, the Company, in respect of any
Mortgage Loans, whether from the collection of principal and interest payments
or from Liquidation Proceeds, Subsequent Recoveries or Insurance Proceeds,
shall
be held by the Company for and on behalf of the Trustee and the
Certificateholders and shall be and remain the sole and exclusive property
of
the Trustee; provided, however, that the Company shall be entitled to setoff
against, and deduct from, any such funds any amounts that are properly due
and
payable to the Company under this Agreement.
Section
3.05 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase any such Mortgage Loan or REO Property from the Trust
at a
price equal to the Purchase Price; provided however (i) that such Mortgage
Loan
is still 90 days or more delinquent or is an REO Property as of the date of
such
purchase and (ii) this purchase option, if not theretofore exercised, shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by EMC to a third party, including a holder of a Class of
Certificates.
If
at any time EMC remits to the Master Servicer a payment for deposit in the
Master
Servicer Collection Account
covering the amount of the Purchase Price for such a Mortgage Loan, and EMC
provides to the Master Servicer and Trustee an Officer’s Certificate stating
that the amount of such payment has been deposited in the Master
Servicer Collection Account,
then the Trustee shall execute the assignment of such Mortgage Loan prepared
and
delivered to the Trustee, at the request of EMC, without recourse,
representation or warranty, to EMC which shall succeed to all the Trustee’s
right, title and interest in and to such Mortgage Loan, and all security and
documents relative thereto. Such assignment shall be an assignment outright
and
not for security. EMC will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section
3.06 Release
of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
the Company or the Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to
Certificateholders on the next Distribution Date, the Company or the Servicer
(pursuant to the GMACM Servicing Agreement), as applicable, will (or if the
Company or the Servicer does not, the Master Servicer may), promptly furnish
to
the Custodian, on behalf of the Trustee, two copies of a certification
substantially in the form of Exhibit G hereto signed by a Servicing Officer
or
Master Servicing Officer (as applicable) or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a
Servicing Officer or Master Servicing Officer (which certification shall include
a statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained
by
the Company pursuant to Article V or by the Servicer pursuant to the GMACM
Servicing Agreement have been or will be so deposited) and shall request that
the Custodian, on behalf of the Trustee, deliver to the Company or the Servicer
or the Master Servicer the related Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Company or the Servicer or
the
Master Servicer and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in
full,
the Company, the Master Servicer or the Servicer (as applicable) is authorized,
to give, as agent for the Trustee as the mortgagee under the Mortgage that
secured the Mortgage Loan, an instrument of satisfaction (or assignment of
mortgage without recourse, representation or warranty) regarding the Mortgaged
Property subject to the Mortgage, which instrument of satisfaction or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood
and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Protected Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan
and in accordance with this Agreement and the GMACM Servicing Agreement, as
applicable, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by the Company, the Servicer or the Master Servicer
(in
form reasonably acceptable to the Trustee) and as are necessary to the
prosecution of any such proceedings. The Custodian, on behalf of the Trustee,
shall, pursuant to the Custodial Agreement, upon the request of the Company,
the
Servicer or the Master Servicer, and delivery to the Custodian, on behalf of
the
Trustee, of two copies of a request for release signed by a Servicing Officer
or
Master Servicing Officer, as applicable, substantially in the form of Exhibit
G
(or in a mutually agreeable electronic format which will, in lieu of a signature
on its face, originate from a Servicing Officer or Master Servicing Officer,
as
applicable), release the related Mortgage File held in its possession or control
to the Company, the Servicer or the Master Servicer, as applicable. Such trust
receipt shall obligate the Company, the Servicer or the Master Servicer to
return the Mortgage File to the Custodian on behalf of the Trustee, when the
need therefor by such Person no longer exists unless the Mortgage Loan shall
be
liquidated, in which case, upon receipt of a certificate of a Servicing Officer
or Master Servicing Officer, as applicable similar to that hereinabove
specified, the Mortgage File shall be released by the Custodian, on behalf
of
the Trustee, to the Company, the Servicer or the Master Servicer.
Section
3.07 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained, for each EMC Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Company shall also cause flood insurance to be maintained
on property acquired upon foreclosure or deed in lieu of foreclosure of any
EMC
Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any
amounts collected by the Company under any such policies (other than the amounts
to be applied to the restoration or repair of the related Mortgaged Property
or
property thus acquired or amounts released to the Mortgagor in accordance with
the Company’s normal servicing procedures) shall be deposited in the Protected
Account maintained by the Company. Any cost incurred by the Company in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Securities
Administrator for their benefit, be added to the principal balance of the
Mortgage Loan, notwithstanding that the terms of the EMC Mortgage Loan so
permit. Such costs shall be recoverable by the Company out of late payments
by
the related Mortgagor or out of Liquidation Proceeds to the extent permitted
by
Section 5.02. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the related EMC Mortgage Loan in a federally designated special
flood hazard area and such area is participating in the national flood insurance
program, the Company shall cause flood insurance to be maintained with respect
to such EMC Mortgage Loan. Such flood insurance shall be in an amount equal
to
the least of (i) the Stated Principal Balance of the related EMC Mortgage Loan,
(ii) minimum amount required to compensate for damage or loss on a replacement
cost basis or (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the Flood Disaster Protection Act of 1973,
as
amended.
In
the
event that the Company shall obtain and maintain a blanket policy insuring
against hazard losses on all of the EMC Mortgage Loans, it shall conclusively
be
deemed to have satisfied its obligations as set forth in the first sentence
of
this Section 3.07, it being understood and agreed that such policy may contain
a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers. If such policy contains a
deductible clause, the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.07, and there shall have been a loss that
would
have been covered by such policy, deposit in the Protected Account maintained
by
the Company the amount not otherwise payable under the blanket policy because
of
such deductible clause. Such deposit shall be from the Company’s own funds
without reimbursement therefor. In connection with its activities as
administrator and servicer of the EMC Mortgage Loans, the Company agrees to
present, on behalf of itself and the Trustee for the benefit of the
Certificateholders claims under any such blanket policy.
Section
3.08 Presentment
of Claims and Collection of Proceeds.
The
Company shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Required Insurance Policies relating
to
the EMC Mortgage Loans and take such actions (including the negotiation,
settlement, compromise or enforcement of the insured’s claim) as shall be
necessary to realize recovery under such Required Insurance Policies. Any
proceeds disbursed to the Company in respect of such Required Insurance Policies
shall be promptly deposited in the Protected Account maintained by the Company
upon receipt, except that any amounts that are to be applied upon receipt to
the
repair or restoration of the related Mortgaged Property, which repair or
restoration the owner of such Mortgaged Property or EMC, as applicable, has
agreed to make as a condition precedent to the presentation of its claims on
the
related EMC Mortgage Loan under the applicable Insurance Policy, need not be
so
deposited (or remitted).
Section
3.09 Books
and
Records.
The
Company shall be responsible for maintaining, and shall maintain, a complete
set
of books and records for the EMC Mortgage Loans which shall be appropriately
identified in the Company’s computer system to clearly reflect the ownership of
the EMC Mortgage Loans by the Trust. In particular, the Company shall maintain
in its possession, available for inspection by the Master Servicer, the
Securities Administrator and the Trustee and shall deliver to the Master
Servicer, the Securities Administrator and the Trustee upon demand, evidence
of
compliance with all federal, state and local laws, rules and regulations. The
Trustee, the Securities Administrator and the Master Servicer, and any
governmental or regulatory agency with jurisdiction over the Trustee, the
Securities Administrator or the Master Servicer, as applicable, shall have
the
right, upon reasonable advance notice to the Company, to inspect and examine
the
books and records of the Company. To the extent that original documents are
not
required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Company may be in the form of microfilm
or
microfiche or such other reliable means of recreating original documents,
including, but not limited to, optical imagery techniques so long as the Company
complies with the requirements of Accepted Servicing Practices. During the
term
of this Agreement, the Company shall, upon reasonable advance notice, make
available a Servicing Officer to the Master Servicer for answering questions
and
responding to inquiries.
The
Company shall maintain with respect to each EMC Mortgage Loan and shall make
available for inspection by the Master Servicer, the Securities Administrator
and the Trustee the related servicing file during the time such EMC Mortgage
Loan is subject to this Agreement and thereafter in accordance with applicable
law.
Payments
on the Mortgage Loans, including any payoffs, made in accordance with the
related Mortgage File will be entered in the Company’s set of books and records
no more than two business days after receipt and identification, and allocated
to principal or interest as specified in the related Mortgage File.
Section
3.10 Custodian
to Retain Possession of Certain Insurance Policies and Documents.
The
Custodian on behalf of the Trustee, shall retain possession and custody of
the
originals (to the extent available) of any certificate of insurance if
applicable, and any certificates of renewal as to the foregoing as may be issued
from time to time as contemplated by this Agreement. Until all amounts
distributable in respect of the Certificates have been distributed in full
and
the Company or the Servicer, as applicable, otherwise has fulfilled its
obligations under this Agreement or the GMACM Servicing Agreement, as
applicable, the Custodian on behalf of the Trustee shall also retain possession
and custody of each Mortgage File in accordance with and subject to the terms
and conditions of this Agreement. The Company shall promptly deliver or cause
to
be delivered to the Custodian on behalf of the Trustee, upon the execution
or
receipt thereof the originals of any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Company from time to time.
Section
3.11 Fidelity
Bond, Errors and Omissions Insurance.
The
Company shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the EMC Mortgage Loans and who handle funds, money, documents
and
papers relating to the EMC Mortgage Loans. The fidelity bond and errors and
omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
and shall protect and insure the Company against losses, including forgery,
theft, embezzlement, fraud, errors and omissions and negligent acts of such
persons. Such fidelity bond shall also protect and insure the Company against
losses in connection with the failure to maintain any insurance policies
required pursuant to this Agreement and the release or satisfaction of an EMC
Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.11 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Company from its duties and
obligations as set forth in this Agreement. The minimum coverage under any
such
bond and insurance policy shall be at least equal to the corresponding amounts
required by Accepted Servicing Practices. The Company shall deliver to the
Master Servicer annually (together with the Company’s Annual Statement of
Compliance required under Section 3.16 hereof) a certificate from the surety
and
the insurer as to the existence of the fidelity bond and errors and omissions
insurance policy (along with a copy of such policy then in effect) and shall
obtain a statement from the surety and the insurer that such fidelity bond
or
insurance policy shall in no event be terminated or materially modified without
thirty days prior written notice to the Master Servicer and the Trustee. The
Company shall notify the Master Servicer, the Securities Administrator and
the
Trustee in writing within five business days of receipt of notice that such
fidelity bond or insurance policy will be, or has been, materially modified
or
terminated. The Trustee for the benefit of the Certificateholders must be named
as loss payees on the fidelity bond and as additional insured on the errors
and
omissions policy.
The
Company shall provide to the Master Servicer and the Depositor evidence of
the
authorization of the person signing any certification or statement, copies
or
other evidence of fidelity bond and errors and omissions insurance, financial
information and reports, and such other information related to the Company
or
any subservicer engaged by it or the Company’s or such subservicer’s performance
hereunder or under the related Subservicing Agreement as may be reasonably
requested by the Master Servicer or the Depositor.
Section
3.12 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Company shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the EMC Mortgage Loans
as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments. In connection with such
foreclosure or other conversion, the Company shall follow such practices and
procedures as it shall deem necessary or advisable and as shall be normal and
usual in its general mortgage servicing activities and the requirements of
the
insurer under any Required Insurance Policy; provided that the Company shall
not
be required to expend its own funds in connection with any foreclosure or
towards the restoration of any property unless it shall determine (i) that
such
restoration and/or foreclosure will increase the proceeds of liquidation of
the
EMC Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through Insurance Proceeds or
Liquidation Proceeds (respecting which it shall have priority for purposes
of
withdrawals from the Protected Account maintained by the Company pursuant to
Section 5.02). If the Company reasonably believes that Liquidation Proceeds
with
respect to any such EMC Mortgage Loan would not be increased as a result of
such
foreclosure or other action, such EMC Mortgage Loan will be charged-off and
will
become a Liquidated Loan. The Company will give notice of any such charge-off
and related Final Recovery Determination to the Trustee and the Master Servicer
pursuant to Section 5.03. The Company shall be responsible for all other costs
and expenses incurred by it in any such proceedings; provided that such costs
and expenses shall be Servicing Advances and that it shall be entitled to
reimbursement thereof from the proceeds of liquidation of the related Mortgaged
Property, as contemplated in Section 5.02. If the Company has knowledge that
a
Mortgaged Property that the Company is contemplating acquiring in foreclosure
or
by deed- in-lieu of foreclosure is located within a one-mile radius of any
site
with environmental or hazardous waste risks known to the Company, the Company
will, prior to acquiring the related Mortgaged Property, consider such risks
and
only take action in accordance with its established environmental review
procedures.
With
respect to any REO Property relating to an EMC Mortgage Loan, the deed or
certificate of sale shall be taken in the name of the Trustee for the benefit
of
the Certificateholders (or the Trustee’s nominee on behalf of the
Certificateholders). The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Company shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder. Pursuant to its efforts to sell
such REO Property, the Company shall either itself or through an agent selected
by the Company protect and conserve such REO Property in the same manner and
to
such extent as is customary in the locality where such REO Property is located
and may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Company deems
to
be in the best interest of the Company and the Certificateholders for the period
prior to the sale of such REO Property. The Company shall prepare for and
deliver to the Trustee, the Master Servicer and the Securities Administrator
a
statement with respect to each such REO Property that has been rented showing
the aggregate rental income received and all expenses incurred in connection
with the management and maintenance of such REO Property at such times as is
necessary to enable the Securities Administrator to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Protected Account maintained
by
the Company no later than the close of business on each Determination Date.
The
Company shall perform the tax reporting and withholding related to foreclosures,
abandonments and cancellation of indebtedness income as specified by Sections
1445, 6050J and 6050P of the Code by preparing and filing such tax and
information returns, as may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
an
EMC Mortgage Loan, the Company shall dispose of such Mortgaged Property prior
to
three years after its acquisition by the Trust Fund or, at the expense of the
Trust Fund, request more than 60 days prior to the day on which such three-year
period would otherwise expire, an extension of the three-year grace period
unless the Trustee and the Securities Administrator shall have been supplied
with an Opinion of Counsel addressed to the Trustee and the Securities
Administrator (such opinion not to be an expense of the Trustee or the
Securities Administrator) to the effect that the holding by the Trust Fund
of
such Mortgaged Property subsequent to such three-year period will not result
in
the imposition of taxes on “prohibited transactions” of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V as defined in Section 860F of the Code or cause any
of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC
at any time that any Certificates are outstanding, in which case the Trust
Fund
may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision
of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to the
imposition of any federal, state or local income taxes on the income earned
from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the Company has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
The
decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall
be
subject to a determination by the Company that the proceeds of such foreclosure
would exceed the costs and expenses of bringing such a proceeding. The income
earned from the management of any Mortgaged Properties acquired through
foreclosure or other judicial proceeding, net of reimbursement to the Company
for expenses incurred (including any property or other taxes) in connection
with
such management and net of unreimbursed Servicing Fees, Advances, Servicing
Advances and any management fee paid or to be paid with respect to the
management of such Mortgaged Property, shall be applied to the payment of
principal of, and interest on, the related defaulted EMC Mortgage Loans (with
interest accruing as though such Mortgage Loans were still current) and all
such
income shall be deemed, for all purposes in the Agreement, to be payments on
account of principal and interest on the related Mortgage Notes and shall be
deposited into the Protected Account maintained by the Company. To the extent
the income received during a Prepayment Period is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related EMC Mortgage Loan, such excess shall be considered
to be a partial Principal Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a related EMC Mortgage Loan, net
of
any payment to the Company as provided above, shall be deposited in the
Protected Account upon
receipt and made available on
the
next succeeding Determination Date following receipt thereof for distribution
on
the related Distribution Date, except that any Excess Liquidation Proceeds
shall
be retained by the Company as additional servicing compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of related Liquidation Proceeds or any income from a an
REO
Property, will be applied in the following order of priority: first, to
reimburse the Company and the Master Servicer for any related unreimbursed
Servicing Advances, Master Servicing Fees and Servicing Fees, pursuant to
Section 5.02 or this Section 3.12; second, to reimburse the Company and the
Master Servicer for any unreimbursed Advances, pursuant to Section 5.02 or
this
Section 3.12; third, to accrued and unpaid interest (to the extent no Advance
has been made for such amount) on the EMC Mortgage Loan or related REO Property,
at the Net Mortgage Rate to the first day of the month in which such amounts
are
required to be distributed; and fourth, as a recovery of principal of the EMC
Mortgage Loan.
(b) On
each
Determination Date, the Company shall determine the respective aggregate amounts
of Excess Liquidation Proceeds and Realized Losses, if any, for the prior
calendar month.
(c) The
Company has no intent to foreclose on any EMC Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Company from initiating foreclosure proceedings on any
date
hereafter if the facts and circumstances of such EMC Mortgage Loans including
delinquency characteristics in the Company’s discretion so warrant such
action.
Section
3.13 Servicing
Compensation.
As
compensation for its activities hereunder, the Company shall be entitled to
retain or withdraw from the Protected Account out of each payment of interest
on
an EMC Mortgage Loan included in the Trust Fund an amount equal to the Servicing
Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, other ancillary income, late payment charges, all Prepayment
Interest Excess on any EMC Mortgage Loan, all income and gain net of any losses
realized from Permitted Investments with respect to funds in or credited to
the
Protected Account maintained by the Company shall be retained by the Company
to
the extent not required to be deposited in the Protected Account maintained
by
the Company pursuant to Section 5.02. The Company shall be required to pay
all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of any premiums for hazard insurance, as required by Section
3.07) and shall not be entitled to reimbursement therefor except as specifically
provided in Section 5.02.
Section
3.14 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related EMC Mortgage Loan, the deed or certificate of sale shall be issued
to
the Trustee, or to its nominee, on behalf of the Certificateholders. The Company
shall sell any such REO Property as expeditiously as possible and in accordance
with the provisions of this Agreement. Pursuant to its efforts to sell such
REO
Property, the Company shall protect and conserve such REO Property in the manner
and to the extent required herein, in accordance with the REMIC Provisions
and
in a manner that does not result in a tax on “net income from foreclosure
property” or cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code.
(b) The
Company shall deposit all funds collected and received in connection with the
operation of any REO Property in respect of any EMC Mortgage Loan into the
Protected Account maintained by the Company.
(c) The
Company and the Master Servicer (as applicable), upon the final disposition
of
any REO Property in respect of any EMC Mortgage Loan, shall be entitled to
reimbursement for any related unreimbursed Advances, unreimbursed Servicing
Advances, Servicing Fees and Master Servicing Fees from Liquidation Proceeds
received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances, unreimbursed Servicing Advances,
Servicing Fees or Master Servicing Fees as well as any unpaid Servicing Fees
and
Master Servicing Fees may be reimbursed or paid, as the case may be, prior
to
final disposition, out of any net rental income or other net amounts derived
from such REO Property.
Section
3.15 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or the
acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure,
the Company shall submit a liquidation report to the Master Servicer containing
such information as shall be mutually acceptable to the Company and the Master
Servicer with respect to such Mortgaged Property.
Section
3.16 Annual
Statement as to Compliance.
The
Company, the Master Servicer and the Securities Administrator shall each deliver
to the Securities Administrator and the Depositor, not later than March
15th
of each
calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement and/or other applicable servicing agreement
has
been made under such officer’s supervision and (ii) to the best of such
officer’s knowledge, based on such review, each such party has fulfilled all of
its obligations under this Agreement and/or other applicable servicing agreement
in all material respects throughout such year, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
In the event that the Company, the Securities Administrator or the Master
Servicer has delegated any servicing responsibilities with respect to the
Mortgage Loans to a subservicer or subcontractor, such subservicer or
subcontractor shall be directed by such delegating party to deliver a similar
Annual Statement of Compliance (with respect to any related servicing
agreement), to the Securities Administrator and the Depositor as described
above
as and when required with respect to the Company, the Master Servicer and the
Securities Administrator.
Failure
of the Master Servicer to comply with this Section 3.16 (including with respect
to the time frames required in this Section) shall be deemed an Event of Default
with respect to such party, and the Trustee at the direction of the Depositor,
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or in equity or to damages, including injunctive relief and specific
performance, upon notice, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Master Servicer
for the same. Failure of the Company to comply with this Section 3.16 (including
with respect to the timeframes required in this Section) shall be deemed a
Company Default and the Master Servicer shall, in addition to whatever rights
the Master Servicer may have under this Agreement and at law or in equity or
to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Company under
this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same. Failure of the Securities Administrator
to comply with this Section 3.16 (including with respect to the time frames
required in this Section) shall be deemed a default and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee
may
have under this Agreement and at law or in equity or to damages, including
injunctive relief and specific performance, upon notice immediately terminate
all of the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.
In
the
event the Company, the Master Servicer, the Securities Administrator or any
subservicer or subcontractor engaged by either such party is terminated or
resigns pursuant to the terms of the Agreement, or any other applicable
agreement in the case of a subservicer or subcontractor, as the case may be,
such party shall provide an Annual Statement of Compliance pursuant to this
Section 3.16 or to the related section of such other applicable agreement,
as
the case may be, as to the performance of its obligations with respect to the
period of time it was subject to this Agreement or any other applicable
agreement, as the case may be notwithstanding any such termination or
resignation.
Section
3.17 Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Company, the Master Servicer, the Securities Administrator and each
Custodian (each, an “Attesting Party”) at its own expense shall each deliver to
the Securities Administrator and the Depositor on or before March 15th
of
each
calendar year beginning in 2008, a report signed by an authorized officer of
such party regarding such Attesting Party’s Assessment of Compliance (an
“Assessment of Compliance”) with the Servicing Criteria during the preceding
calendar year. The Assessment of Compliance, as set forth in Regulation AB,
must
contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the related Attesting Party;
(b) A
statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit O hereto, and which will also be attached to the Assessment
of Compliance, to assess compliance with the Servicing Criteria applicable
to
the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an Attestation
Report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
such Attesting Party, which statement shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such Attesting Party, that are backed by the same
asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit O hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Securities Administrator and any Custodian, an
Assessment of Compliance is not required to be delivered unless it is required
as part of a Form 10-K with respect to the Trust Fund.
On
or
before March 15th of each calendar year beginning in 2007, each Attesting Party
shall furnish to the Securities Administrator and the Depositor a report (an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for Attestation Reports issued or adopted by the Public Company
Accounting Oversight Board.
Each
of
the Company, the Securities Administrator and the Master Servicer shall cause
any subservicer and each subcontractor engaged by it and determined by it to
be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, to deliver to the Securities Administrator and the Depositor
an
Assessment of Compliance and Attestation Report as and when provided above
along
with an indication of what Servicing Criteria are addressed in such
assessment.
Such
Assessment of Compliance, as to any subservicer, shall at a minimum address
each
of the Servicing Criteria specified on Exhibit O hereto which are indicated
as
applicable to any “primary servicer.” The Securities Administrator shall confirm
that the assessments, taken as a whole, address all of the Servicing Criteria
and taken individually address the Servicing Criteria for each party as set
forth on Exhibit O and notify the Depositor of any exceptions. Notwithstanding
the foregoing, as to any subcontractor (as defined in the related servicing
agreement), an Assessment of Compliance is not required to be delivered unless
it is required as part of a Form 10-K with respect to the Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Company as
a
Servicer shall (and shall cause each subservicer engaged by it to) provide
to
the Depositor and the Securities Administrator information concerning the
following: (A) any Company Default hereunder and any subservicer event of
default under the terms of the related Subservicing Agreement, (B) any merger,
consolidation or sale of substantially all of the assets of the Company or,
to
the best of the Company’s knowledge, any such subservicer, and (C) the Company’s
entry into an agreement with a subservicer to perform or assist in the
performance of any of the Company’s obligations as Servicer.
In
addition, the Company as a Servicer, shall cause each subservicer engaged by
it
to provide the following information to the Depositor and the Securities
Administrator, to the extent applicable, within the timeframes that the Company
would otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) information
regarding material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
Failure
of the Master Servicer or the Company, as applicable, to comply with this
Section 3.17 (including with respect to the timeframes required in this Section)
shall be deemed an Event of Default with respect to the Master Servicer and
a
Company Default with respect to the Company, and the Master Servicer or the
Trustee at the direction of the Depositor shall, in addition to whatever rights
the Master Servicer or the Trustee, as applicable, may have under this Agreement
and at law or in equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations
of
the applicable party under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof without compensating the applicable party for the same.
Failure of the Securities Administrator to comply with this Section 3.17
(including with respect to the time frames required in this Section) which
failure results in a failure to timely file the Form 10-K shall be deemed a
default which may result in the termination of the Securities Administrator
pursuant to Section 10.08 of this Agreement and the Depositor shall, in addition
to whatever rights the Depositor may have under this Agreement and at law or
in
equity or to damages, including injunctive relief and specific performance,
upon
notice immediately terminate all of the rights and obligations of the Securities
Administrator under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Securities Administrator for the
same.
This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
In
the
event the Company, the Master Servicer, each Custodian, the Securities
Administrator or any subservicer or subcontractor engaged by any such party
is
terminated, assigns its rights and obligations under, or resigns pursuant to,
the terms of the Agreement, the related Custodial Agreement, or any other
applicable agreement in the case of a subservicer or subcontractor, as the
case
may be, such party shall provide an Assessment of Compliance and cause to be
provided an Attestation Report pursuant to this Section 3.17 or to the related
section of such other applicable agreement, as the case may be, notwithstanding
any such termination, assignment or resignation.
Section
3.18 Reports
Filed with Securities and Exchange Commission.
(a) (i)Within
15
days after each Distribution Date (subject to permitted exceptions under the
Exchange Act), the Securities Administrator shall, in accordance with industry
standards, prepare and file with the Commission via the Electronic Data
Gathering and Retrieval System (“XXXXX”), a Form 10-D, signed by the Master
Servicer, with a copy of the Monthly Statement to be furnished by the Securities
Administrator to the Certificateholders for such Distribution Date attached
thereto; provided that the Securities Administrator shall have received no
later
than seven (7) calendar days after the related Distribution Date, all
information required to be provided to the Securities Administrator as described
in clause (a)(ii) below. Any disclosure in addition to the Monthly Statement
that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall
be
reported by the parties set forth on Exhibit Q and by the Trustee to the
Securities Administrator and the Depositor and approved by the Depositor
pursuant to the paragraph immediately below, and the Securities Administrator
will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure absent such reporting (other than with
respect to when it is the reporting party as set forth in Exhibit P) and
approval.
(ii) (A)Within
seven (7) calendar days after the related Distribution Date, (i) the parties
set
forth in Exhibit P and the Trustee shall be required to provide, pursuant to
section 3.18(a)(v) below, to the Securities Administrator and the Depositor,
to
the extent known by a responsible officer thereof, in XXXXX-compatible format,
or in such other format as otherwise agreed upon by the Securities Administrator
and the Depositor and such party, the form and substance of any Additional
Form
10-D Disclosure, if applicable, and (ii) the Depositor will approve, as to
form
and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. Subject
to the foregoing, the Securities Administrator has no duty under this Agreement
to monitor or enforce the performance by the other parties listed on Exhibit
P
or by the Trustee of their duties under this paragraph or to proactively solicit
or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable out-of-pocket expenses
incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this Section.
After
preparing the Form 10-D, the Securities Administrator shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Master
Servicer for review. No later than two (2) Business Days prior to the 15th
calendar day after the related Distribution Date, a duly authorized officer
of
the Master Servicer shall sign the Form 10-D and return an electronic or fax
copy of such signed Form 10-D (with an original executed hard copy to follow
by
overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed
on time or if a previously filed Form 10-D needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.18(a)(vi).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet
website identified in Section 6.06 a final executed copy of each Form 10-D.
The
signing party at the Master Servicer can be contacted as set forth in Section
12.05. Form
10-D
requires the registrant to indicate (by checking "yes" or "no") that it "(1)
has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the
Securities Administrator in writing, no later than the fifth calendar day after
the related Distribution Date with respect to the filing of a report on Form
10-D, if the answer to either question should be "no." The Securities
Administrator shall be entitled to rely on the representations made by the
Depositor in Section 2.04(vi) in preparing, executing and/or filing any such
Form 10-D.
(B) The
parties to this Agreement acknowledge that the performance by the Securities
Administrator of its duties under Sections 3.18(a)(i) and (vi) related to the
timely preparation and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. The parties to this Agreement acknowledge that the
performance by each of the Master Servicer and the Securities Administrator
of
its duties under this Section 3.18(a)(ii) related to the timely preparation,
execution and filing of Form 10-D is also contingent upon the Company, the
Servicer, the Custodians and any subservicers or subcontractors strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Securities
Administrator of any necessary Additional Form 10-D Disclosure pursuant to
the
GMACM Servicing Agreement, Custodial Agreements or any other applicable
agreement. The Securities Administrator shall have no liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 10-D, where such failure results
from the failure of any party hereto to deliver on a timely basis, any
information needed by the Securities Administrator to prepare, arrange for
execution or file such Form 10-D.
(iii) (A)Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), the Securities Administrator
shall prepare and file, on behalf of the Trust, at the direction of the
Depositor, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file the initial Form 8-K in connection with the issuance of
the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit P and by the Trustee to the Securities
Administrator and the Depositor and directed and approved by the Depositor
pursuant to the following paragraph, and the Securities Administrator will
have
no duty or liability for any failure hereunder to determine or prepare any
Additional Form 8-K Disclosure absent such reporting (other than with respect
to
when it is the reporting party as set forth in Exhibit P) and
approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, (i)
no
later than 12:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event the parties set forth in Exhibit P and the
Trustee shall be required pursuant to Section 3.18(a)(v) below to provide to
the
Securities Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise
agreed upon by the Securities Administrator and the Depositor and such party,
the form and substance of any Form 8-K Disclosure Information, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. Subject to the foregoing, the Securities Administrator has no duty under
this Agreement to monitor or enforce the performance by the other parties listed
on Exhibit P or by the Trustee of their duties under this paragraph or to
proactively solicit or procure from such parties any Form 8-K Disclosure
Information. The Depositor will be responsible for any reasonable out-of-pocket
expenses incurred by the Securities Administrator in connection with including
any Form 8-K Disclosure Information on Form 8-K pursuant to this Section.
(C) After
preparing the Form 8-K, the Securities Administrator shall forward
electronically a draft copy of the Form 8-K to the Depositor and the Master
Servicer for review. No later than the end of business New York City time on
the
3rd Business Day after the Reportable Event, a duly authorized officer of the
Master Servicer shall sign the Form 8-K and return an electronic or fax copy
of
such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. If a Form 8-K cannot be filed on time
or
if a previously filed Form 8-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.18(a)(vi). Promptly (but
no
later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will, make available on its internet website identified
in Section 6.06 a final executed copy of each Form 8-K. The signing party at
the
Master Servicer can be contacted as set forth in Section 12.05. The parties
to
this Agreement acknowledge that the performance by the Securities Administrator
of its duties under this Section 3.18(a)(iii) related to the timely preparation
and filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
3.18(a)(iii). It is understood by the parties hereto that the performance by
each of the Master Servicer and the Securities Administrator of its duties
under
this Section 3.18(a)(iii) related to the timely preparation, execution and
filing of Form 8-K is also contingent upon the Servicer, the Company, the
Custodians and any subservicers or subcontractors strictly observing deadlines
no later than those set forth in this paragraph that are applicable to the
parties to this Agreement in the delivery to the Securities Administrator of
any
necessary Form 8-K Disclosure Information pursuant to the GMACM Servicing
Agreement, Custodial Agreements or any other applicable agreement. The
Securities Administrator shall have no liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare
and/or timely file such Form 8-K, where such failure results from the failure
of
any party hereto to deliver on a timely basis, any information needed by the
Securities Administrator to prepare, arrange for execution or file such Form
8-K.
(iv) (A)On
or
prior to the 90th
day
after the end of each fiscal year of the Trust or such earlier date as may
be
required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
that the fiscal year for the Trust ends on December 31st of each year),
commencing in March 2007, the Securities Administrator shall prepare and file
on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Securities Administrator
within the applicable timeframes set forth in this Agreement, (I) an Annual
Statement of Compliance for the Master Servicer, the Securities Administrator,
the Company, the Servicer and any subservicer or subcontractor (to the extent
Regulation AB requires the Annual Statement of Compliance of any such
subservicer and subcontractor to be attached to Form 10-K), as described under
Section 3.16, (II)(A) the Assessment of Compliance with Servicing Criteria
for
the Master Servicer, the Company, the Servicer, each subservicer and
subcontractor participating in the servicing function, the Securities
Administrator and the Custodian, as described under Section 3.17, and (B) if
the
Assessment of Compliance of the Master Servicer, the Company, the Servicer,
each
subservicer and subcontractor, the Securities Administrator or the Custodian
described under Section 3.17 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if the Assessment
of
Compliance of the Master Servicer, the Company, the Servicer, the subservicer,
the subcontractor, the Securities Administrator or the Custodian described
under
Section 3.17 is not included as an exhibit to such Form 10-K, disclosure that
such report is not included and an explanation why such report is not included,
(III)(A) the registered public accounting firm Attestation Report for the Master
Servicer, the subservicer, the subcontractor, the Company, the Servicer, the
Securities Administrator and the Custodian, as described under Section 3.17,
and
(B) if any registered public accounting firm Attestation Report described under
Section 3.17 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any such registered public
accounting firm Attestation Report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such
report is not included, and (IV) a Xxxxxxxx-Xxxxx Certification (“Xxxxxxxx-Xxxxx
Certification”) as described in this Section 3.18 (a)(iv)(D) below. Any
disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be
reported by the parties set forth on Exhibit P and by the Trustee to the
Securities Administrator and the Depositor and, pursuant to the paragraph
immediately below, approved by the Depositor, and the Securities Administrator
will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure absent such reporting (other than with
respect to when it is the reporting party as set forth in Exhibit P) and
approval.
(B) No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit
P and the Trustee shall be required to provide pursuant to Section 3.18(a)(v)
below to the Securities Administrator and the Depositor, to the extent known,
in
XXXXX-compatible format, or in such other format as otherwise agreed upon by
the
Securities Administrator and the Depositor and such party, the form and
substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. Subject
to the foregoing, the Securities Administrator has no duty under this Agreement
to monitor or enforce the performance by the other parties listed on Exhibit
P
and the Trustee of their duties under this paragraph or to proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable out-of-pocket expenses
incurred by the Securities Administrator in connection with including any
Additional Form 10-K Disclosure on Form 10-K pursuant to this
Section.
(C) After
preparing the Form 10-K, the Securities Administrator shall forward
electronically a draft copy of the Form 10-K to the Depositor and the Master
Servicer for review. Form 10-K requires the registrant to indicate (by checking
"yes" or "no") that it (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2)
has been subject to such filing requirements for the past 90 days. The Depositor
shall notify the Securities Administrator in writing, no later than the 15th
calendar day of March in any year in which the Trust is subject to the reporting
requirements of the Exchange Act, if the answer to either question should be
"no." The Securities Administrator shall be entitled to rely on the
representations made by the Depositor in Section 2.04(vi) in preparing,
executing and/or filing any such Form 10-K. No later than 12:00 p.m. New York
City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior
officer of the Master Servicer in charge of the master servicing function shall
sign the Form 10-K and return an electronic or fax copy of such signed Form
10-K
(with an original executed hard copy to follow by overnight mail) to the
Securities Administrator. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.18(a)(vi). Promptly (but
no
later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website identified
in Section 6.06 a final executed copy of each Form 10-K. The signing party
at
the Master Servicer can be contacted as set forth in Section 12.05. The parties
to this Agreement acknowledge that the performance by the Securities
Administrator of its duties under Section 3.18(a)(iv) related to the timely
preparation and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under
such
Section and Section 3.16 and Section 3.17. It is understood by the parties
hereto that the performance by the Master Servicer and the Securities
Administrator of its duties under this Section 3.18(a)(iv) related to the timely
preparation, execution and filing of Form 10-K is also contingent upon the
Company, the Servicer, the Custodians and any subservicer or subcontractor
strictly observing deadlines no later than those set forth in this paragraph
that are applicable to the parties to this Agreement in the delivery to the
Securities Administrator of any necessary Additional Form 10-K Disclosure,
any
Annual Statement of Compliance and any Assessment of Compliance and attestation
pursuant to the GMACM Servicing Agreement, the Custodial Agreements or any
other
applicable agreement. The Securities Administrator shall have no liability
for
any loss, expense, damage or claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 10-K, where such failure
results from the failure of any party hereto to deliver on a timely basis,
any
information needed by the Securities Administrator to prepare, arrange for
execution or file such Form 10-K.
(D) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Securities
Administrator and the Company shall, and each such party shall cause any
subservicer or subcontractor engaged by it to, provide to the Person who signs
the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act and otherwise within a reasonable period of time upon request, a
certification (a “Back-Up Certification”), in the form attached hereto as
Exhibit M upon which the Certifying Person, the entity for which the Certifying
Person acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can
reasonably rely; provided, however, that the Securities Administrator and the
Company shall not be required to undertake an analysis of any accountant’s
report attached as an exhibit to the Form 10-K. The senior officer of the Master
Servicer in charge of the master servicing function shall serve as the
Certifying Person on behalf of the Trust. Such officer of the Certifying Person
can be contacted as set forth in Section 12.05. In the event the Securities
Administrator is terminated or resigns pursuant to the terms of this Agreement
or any subcontractor or subservicer is terminated pursuant to the related
servicing agreement, the Securities Administrator, subcontractor or subservicer,
as applicable, shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 3.18(a)(iv) with respect to the period of time it
was
subject to this Agreement or the related servicing agreement, as applicable.
Notwithstanding the foregoing, (i) the Master Servicer and the Securities
Administrator shall not be required to deliver a Back-Up Certification to each
other if both are the same Person and the Master Servicer is the Certifying
Person and (ii) the Master Servicer shall not be obligated to sign the
Xxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up
Certification required to be furnished to it pursuant to this section or the
GMACM Servicing Agreement or Custodial Agreement.
(v) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
Q, the Securities Administrator’s obligation to include such Additional
Information in the applicable Exchange Act report is subject to receipt from
the
entity that is indicated in Exhibit P as the responsible party for providing
that information, if other than the Securities Administrator, as and when
required as described in Section 3.18(a)(i) through (iv) above. Each of the
Master Servicer, Custodian, Seller, Company and the Depositor hereby agree
to
notify and provide (to the extent known) to the Securities Administrator and
the
Depositor all Additional Disclosure relating to the Trust Fund, with respect
to
which such party is indicated in Exhibit P as the responsible party for
providing that information. Within
five Business Days prior to each Distribution Date of each year that the Trust
is subject to the Exchange Act reporting requirements, the Depositor shall
make
available to the Securities Administrator the Significance Estimate and the
Securities Administrator shall use such information to calculate the
Significance Percentage. The
Securities Administrator shall provide the Significance Percentage to the
Depositor by the later of the Distribution Date or (3) three Business Days
after
the receipt of the Significance Estimate from the Depositor.
If the
Significance Percentage meets either of the threshold levels detailed in Item
1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall
deliver written notification to the Depositor and the Swap Provider to that
effect. The
Securities Administrator shall request and the Depositor shall obtain from
the
Swap Provider any information required under Regulation AB to the extent
required under the Swap Agreement. The Depositor shall be obligated to provide
to the Securities Administrator (no later than, in the case of Form 10-D, the
seventh calendar day after the Distribution Date and in the case of Form 10-K,
March 15th in any year in which a Form 10-K is filed for the Trust) any
information that may be required to be included in any Form 10-D, Form 8-K
or
Form 10-K or written notification instructing the Securities Administrator
that
such Additional Disclosure regarding the Swap Provider is not necessary for
such
Distribution Date.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Securities Administrator
and the Depositor of any bankruptcy or receivership with respect to the Trustee
or of any proceedings of the type described under Item 1117 of Regulation AB
that have occurred as of the end of the related Due Period, together with a
description thereof, no later than the date on which such information is
required to be reported to the Securities Administrator and the Depositor by
the
other parties hereto as set forth under this Section 3.18. In addition, the
Trustee shall notify the Securities Administrator and the Depositor of (i)
any
affiliations or relationships that develop after the Closing Date between the
Trustee and the Depositor, the Seller, the Securities Administrator, the Master
Servicer or the Custodian of the type described under Item 1119 of Regulation
AB, and (ii) the occurrence of an Event of Default (with respect to the Master
Servicer) actually
known to a Responsible Officer of the Trustee
together, in each case, with a description thereof, no later than the date
on
which such information is required to be reported to the Securities
Administrator and the Depositor by the other parties hereto as set forth under
this Section 3.18. Any notice required to be given by the Trustee to the
Securities Administrator and the Depositor pursuant to this paragraph shall
be
accompanied by an Additional Disclosure Notification form attached hereto as
Exhibit Q and shall be submitted in XXXXX-compatible format. Should
the identification of any of the Depositor, the Seller, the Securities
Administrator, the Master Servicer or the Custodian change, the Depositor shall
promptly notify the Trustee.
(vi) (A)On
or
prior to January 30 of the first year in which the Securities Administrator
is
able to do so under applicable law, the Securities Administrator shall prepare
and file a Form 15 relating to the automatic suspension of reporting in respect
of the Trust under the Exchange Act.
(B) In
the
event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth
in
this Agreement or for any other reason, the Securities Administrator will
promptly notify the Depositor and the Master Servicer. In the case of Form
10-D
and 10-K, the parties hereto will cooperate to prepare and file a Form 12b-25
and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
of
all required Form 8-K Disclosure Information and upon the approval and direction
of the Depositor, include such disclosure information on the next Form 10-D.
In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
the Securities Administrator will notify the Depositor and the Master Servicer
and the parties hereto will cooperate to prepare any necessary 8-K/A, 10-D/A
or
10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form
10-K shall be signed by the appropriate officer of the Master Servicer. The
parties hereto acknowledge that the performance by the Securities Administrator
of its duties under this Section 3.18(a)(vi) related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D
or
Form 10-K is contingent upon such parties performing their duties under this
Section. The Securities Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file any such Form 15, Form 12b-25 or any amendments
to
Form 8-K, Form 10-D or Form 10-K, where such failure results from the failure
of
any party hereto to deliver on a timely basis, any information needed by the
Securities Administrator to prepare, arrange for execution or file such Form
15,
Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K.
The
parties hereto agree to promptly furnish to the Securities Administrator, from
time to time upon request, such further information, reports and financial
statements within its control or possession related to this Agreement and the
Mortgage Loans as the Securities Administrator reasonably deems appropriate
to
prepare and file all necessary reports with the Commission. The Securities
Administrator shall have no responsibility to file any items other than those
specified in this Section 3.18; provided, however, the Securities Administrator
shall cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the
Exchange Act. Copies of all reports filed by the Securities Administrator under
the Exchange Act shall be sent to: the Depositor c/o Bear, Xxxxxxx & Co.
Inc., Attn: Managing Director Analysis and Control, Xxx Xxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxx 00000-0000. Fees and expenses incurred by the Securities
Administrator in connection with this Section 3.18 shall not be reimbursable
from the Trust Fund. The Depositor shall be responsible for any reasonable
fees
and expenses assessed or incurred by the Securities Administrator to the extent
set forth in this Section 3.18.
(b) The
Securities Administrator shall indemnify and hold harmless each of the Company,
the Depositor and the Master Servicer (if the Master Servicer is unaffiliated
with the Securities Administrator) and their respective officers, directors
and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon a breach of the Securities
Administrator’s obligations under Sections 3.16, 3.17 and 3.18 or the Securities
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Securities Administrator shall indemnify and hold
harmless the Depositor and the Master Servicer (if the Master Servicer is
unaffiliated with the Securities Administrator) and each of their officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, the Annual Statement of Compliance, the Assessment of
Compliance, any Additional Disclosure or other information provided by the
Securities Administrator pursuant to Section 3.16, 3.17 and 3.18 (the
“Securities Administrator Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Securities
Administrator Information and not to any other information communicated in
connection with the Certificates, without regard to whether the Securities
Administrator Information or any portion thereof is presented together with
or
separately from such other information.
The
Depositor shall indemnify and hold harmless each of the Company, the Securities
Administrator and the Master Servicer and their officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon a breach of the obligations of the
Depositor under Sections 3.16, 3.17 and 3.18 or the Depositor’s negligence, bad
faith or willful misconduct in connection therewith. In addition, the Depositor
shall indemnify and hold harmless the Master Servicer, the Securities
Administrator and each of their respective officers, directors and affiliates
from and against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Additional Disclosure provided
by the Depositor that is required to be filed pursuant to this Section 3.18
(the
“Depositor Information”), or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
statements therein, in light of the circumstances in which they were made,
not
misleading; provided, by way of clarification, that this paragraph shall be
construed solely by reference to the Depositor Information that is required
to
be filed and not to any other information communicated in connection with the
Certificates, without regard to whether the Depositor Information or any portion
thereof is presented together with or separately from such other
information.
The
Master Servicer shall indemnify and hold harmless each of the Company, the
Securities Administrator (if the Securities Administrator is unaffiliated with
the Master Servicer) and the Depositor and their respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Master Servicer under Sections 3.16, 3.17 and 3.18 or the
Master Servicer’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Master Servicer shall indemnify and hold harmless
the Depositor and each of its officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Annual Statement of Compliance,
any Assessment of Compliance, any Attestation Report, any Additional Disclosure
or other information provided by the Master Servicer pursuant to Section 3.16,
3.17 and 3.18 (the “Master Servicer Information”), or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
in
which they were made, not misleading; provided, by way of clarification, that
clause (ii) of this paragraph shall be construed solely by reference to the
Master Servicer Information and not to any other information communicated in
connection with the Certificates, without regard to whether the Master Servicer
Information or any portion thereof is presented together with or separately
from
such other information.
The
Company shall indemnify and hold harmless each of the Depositor, the Securities
Administrator and the Master Servicer and their respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Company under Sections 3.16, 3.17 and 3.18 or the Company’s
negligence, bad faith or willful misconduct in connection therewith. In
addition, the Company shall indemnify and hold harmless each of the Depositor,
the Securities Administrator and the Master Servicer and their respective
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i)
any untrue statement or alleged untrue statement of any material fact contained
in any Back-Up Certification, the Annual Statement of Compliance, the Assessment
of Compliance, any Attestation Report, any Additional Disclosure or other
information provided by or on behalf of the Company or on behalf of any
subservicer or subcontractor of the Company pursuant to Section 3.16, 3.17
and
3.18 (the “Company Information”), or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make
the statements therein, in light of the circumstances in which they were made,
not misleading; provided, by way of clarification, that clause (ii) of this
paragraph shall be construed solely by reference to the Company Information
and
not to any other information communicated in connection with the Certificates,
without regard to whether the Company Information or any portion thereof is
presented together with or separately from such other information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Securities Administrator or the Master Servicer,
as
applicable, then the defaulting party, in connection with any conduct for which
it is providing indemnification for under this Section 3.18(b), agrees that
it
shall contribute to the amount paid or payable by the other parties as a result
of the losses, claims, damages or liabilities of the other party in such
proportion as is appropriate to reflect the relative fault and the relative
benefit of the respective parties.
The
indemnification provisions set forth in this Section 3.18(b) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Nothing
shall be construed from the foregoing subsections (a) and (b) to require the
Securities Administrator or any officer, director or Affiliate thereof to sign
any Form 10-K or any certification contained therein. Furthermore, the inability
of the Securities Administrator to file a Form 10-K as a result of the lack
of
required information as set forth in Section 3.18(a) or required signatures
on
such Form 10-K or any certification contained therein shall not be regarded
as a
breach by the Securities Administrator of any obligation under this
Agreement.
(d) Notwithstanding
the provisions of Section 11.01, this Section 3.18 may be amended without the
consent of the Certificateholders.
Any
report, notice or notification to be delivered by the Company, the Master
Servicer or the Securities Administrator to the Depositor pursuant to this
Section 3.18, may be delivered via facsimile to Reg AB Compliance Manager,
via
email to XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification,
telephonically by calling Reg AB Compliance Manager at
000-000-0000.
Section
3.19 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17
and
3.18 of this Agreement is to facilitate compliance by the Seller, the Depositor
and the Master Servicer and the Securities Administrator with the provisions
of
Regulation AB. Therefore, each of the parties agrees that (a) the obligations
of
the parties hereunder shall be interpreted in such a manner as to accomplish
that purpose, (b) the parties’ obligations hereunder will be supplemented and
modified as necessary to be consistent with any such amendments, interpretive
advice or guidance, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect
of
the requirements of Regulation AB, (c) the parties shall comply with reasonable
requests made by the Seller, the Depositor, the Master Servicer or the
Securities Administrator for delivery of additional or different information
as
the Seller, the Depositor, the Master Servicer or the Securities Administrator
may determine in good faith is necessary to comply with the provisions of
Regulation AB, and (d) no amendment of this Agreement shall be required to
effect any such changes in the obligations of the parties to this transaction
as
are necessary to accommodate evolving interpretations of the provisions of
Regulation AB.
ARTICLE
IV
MASTER
SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
Section
4.01 Master
Servicer.
The
Master Servicer shall, beginning on the Closing Date, supervise, monitor and
oversee the obligation of the Company and the Servicer to service and administer
their respective Mortgage Loans in accordance with the terms of this Agreement
and the GMACM Servicing Agreement, respectively and shall have full power and
authority to do any and all things which it may deem necessary or desirable
in
connection with such master servicing. In performing its obligations hereunder,
the Master Servicer shall act in a manner consistent with Accepted Master
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
with the Company and the Servicers as necessary from time-to-time to carry
out
the Master Servicer’s obligations hereunder, shall receive and review certain
reports, information and other data provided to the Master Servicer by the
Company and the Servicer and shall enforce the obligations, conditions and
covenants of the Company and Servicer to the extent set forth in this Agreement
and the GMACM Servicing Agreement, respectively. The Master Servicer shall
monitor the Company and the Servicer’s servicing activities with respect to each
related Mortgage Loan, reconcile the results of such monitoring with such
information described in the previous sentence and received by the Master
Servicer on a monthly basis and coordinate corrective adjustments to the
Company’s, the Servicer’s and Master Servicer’s records, and based on such
reconciled and corrected information, the Master Servicer shall provide such
information to the Securities Administrator as shall be necessary in order
for
it to prepare the statements specified in Section 6.06 and any other information
and statements required hereunder. The Master Servicer shall reconcile the
results of its Mortgage Loan monitoring with the actual remittances of the
Company and the Servicer pursuant to this Agreement and the GMACM Servicing
Agreement, respectively. The Master Servicer shall be entitled to conclusively
rely on the Mortgage Loan data provided by the Company and the Servicer and
shall have no liability for any errors in such Mortgage Loan data.
The
Master Servicer, the Trustee or
the
Custodian on its behalf and
the
Securities Administrator shall provide access to the records and documentation
in possession of the Master Servicer, the Trustee or the Custodian on its behalf
or the Securities Administrator regarding the related Mortgage Loans and REO
Property to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior
written request and during normal business hours at the office of the Master
Servicer, the Trustee, the Custodian or the Securities Administrator; provided,
however, that, unless otherwise required by law, neither the Master Servicer,
the Trustee, the Custodian nor the Securities Administrator shall be required
to
provide access to such records and documentation if the provision thereof would
violate the legal right to privacy of any Mortgagor. The Master Servicer, the
Trustee, the Custodian and the Securities Administrator shall allow
representatives of the above entities to photocopy any of the records and
documentation and shall provide equipment for that purpose at a charge that
covers the Master Servicer’s, the Trustee’s, the Custodian’s or the Securities
Administrator’s actual costs.
The
Trustee shall execute and deliver to the Company, the Servicer or the Master
Servicer, as applicable, any court pleadings, requests for trustee’s sale or
other documents necessary or desirable to (i) the foreclosure or trustee’s sale
with respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or security instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or security instrument
or
otherwise available at law or equity.
Section
4.02 Monitoring
of Company and Servicer.
(a) In
the
review of the Company’s and the Servicer’s activities, the Master Servicer may
rely upon the Annual Statement of Compliance of the Company and the Servicer
with regard to such Person’s compliance with the terms of this Agreement or the
GMACM Servicing Agreement; provided that no such reliance will relieve the
Master Servicer of its obligations pursuant to this Agreement. In the event
that
the Master Servicer, in its judgment, determines that the Company or the
Servicer should be terminated in accordance with this Agreement or the GMACM
Servicing Agreement, or that a notice should be sent pursuant to this Agreement
or the GMACM Servicing Agreement with respect to the occurrence of an event
that, unless cured, would constitute grounds for such termination, the Master
Servicer shall notify the Depositor and the Trustee thereof and the Master
Servicer shall issue such notice or take such other action as it deems
appropriate.
(b) The
Master Servicer, for the benefit of the Trustee and the Certificateholders,
shall enforce the obligations of the Company under this Agreement and of the
Servicer under the GMACM Servicing Agreement, and shall, in the event that
the
Company or the Servicer fails to perform its obligations in accordance with
this
Agreement or the GMACM Servicing Agreement, subject to the preceding paragraph,
terminate the rights and obligations of such Person thereunder and act as
servicer of the related Mortgage Loans or to instruct the Trustee to enter
into
a new servicing agreement with a successor servicer selected by the Master
Servicer; provided, however, it is understood and acknowledged by the parties
hereto that there shall be a period of transition (not to exceed 90 days) before
the actual servicing functions can be fully transferred to such successor
servicer; provided further, if the Servicer or the Company has failed to advance
or failed to make a payment so that the Master Servicer has had to advance
its
own funds, then the Master Servicer may terminate the Servicer or the Company.
Such enforcement, including, without limitation, the legal prosecution of
claims, termination of the GMACM Servicing Agreement and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer, in its good faith business judgment,
would require were it the owner of the related Mortgage Loans. The Master
Servicer shall pay the costs of such enforcement at its own expense, subject
to
its right of reimbursement pursuant to the provisions of this Agreement or
the
GMACM Servicing Agreement, provided that the Master Servicer shall not be
required to prosecute or defend any legal action except to the extent that
the
Master Servicer shall have received reasonable indemnity for its costs and
expenses in pursuing such action.
(c) To
the
extent that the costs and expenses of the Master Servicer related to any
termination of the Company or the Servicer, appointment of a successor servicer
or the transfer and assumption of servicing by the Master Servicer with respect
to this Agreement or the GMACM Servicing Agreement (including, without
limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the
Company or the Servicer as a result of an alleged or actual breach of contract
or an event of default by such Person and (ii) all costs and expenses associated
with the complete transfer of servicing, including all servicing files and
all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
servicer to service the Mortgage Loans in accordance with this Agreement or
the
GMACM Servicing Agreement) are not fully and timely reimbursed by the Company
or
the terminated Servicer, the Master Servicer shall be entitled to reimbursement
of such costs and expenses from the Master Servicer Collection
Account.
(d) The
Master Servicer shall require the Company and the Servicer to comply with the
remittance requirements and other obligations set forth in this Agreement or
the
GMACM Servicing Agreement, as applicable.
(e) If
the
Master Servicer acts as a servicer, it will not assume liability for the
representations and warranties of the Company or the Servicer, if any, that
it
replaces.
Section
4.03 Fidelity
Bond.
The
Master Servicer, at its expense, shall (i) maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder or (ii) self insure if LaSalle
maintains with any Rating Agency the equivalent of a long term unsecured debt
rating of “A”. The errors and omissions insurance policy and the fidelity bond
referred to in (i) above shall be in such form and amount generally acceptable
for entities serving as master servicers.
Section
4.04 Power
to
Act; Procedures.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article XI hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders, the Trustee and the
Securities Administrator, customary consents or waivers and other instruments
and documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any
Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure
or other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan, in each case, in accordance with the provisions of this Agreement
and the GMACM Servicing Agreement, as applicable; provided, however, that the
Master Servicer shall not (and, consistent with its responsibilities under
Section 4.02, shall not permit the Company or the Servicer to) knowingly or
intentionally take any action, or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or
not
taken, as the case may be, would cause REMIC I, REMIC II, REMIC III, REMIC
IV or
REMIC V to fail to qualify as a REMIC or result in the imposition of a tax
upon
the Trust Fund (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a
REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer
has
received an Opinion of Counsel (but not at the expense of the Master Servicer)
to the effect that the contemplated action, or failure to take action, will
not
cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify
as a
REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC III,
REMIC IV or REMIC V, as the case may be.
The
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, to enable the Master Servicer to master service and administer
the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer,
the
Company or the Servicer). If the Master Servicer or the Trustee has been advised
that it is likely that the laws of the state in which action is to be taken
prohibit such action if taken in the name of the Trustee or that the Trustee
would be adversely affected under the “doing business” or tax laws of such state
if such action is taken in its name, the Master Servicer shall join with the
Trustee in the appointment of a co-trustee pursuant to Section 10.11 hereof.
In
the performance of its duties hereunder, the Master Servicer shall be an
independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.
Section
4.05 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent provided in this Agreement or the GMACM Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall enforce
the obligation of
the
Company and the Servicer to enforce such clauses in accordance with this
Agreement or the GMACM Servicing Agreement. If applicable law prohibits the
enforcement of a due-on-sale clause or such clause is otherwise not enforced
in
accordance with this Agreement or the GMACM Servicing Agreement, and, as a
consequence, a Mortgage Loan is assumed, the original Mortgagor may be released
from liability in accordance with this Agreement or the GMACM Servicing
Agreement.
Section
4.06 Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer To
Be
Held for Trustee.
(a) The
Master Servicer shall transmit and the Company or the Servicer (to the extent
required by this Agreement or the GMACM Servicing Agreement) shall transmit
to
the Trustee or Custodian such documents and instruments coming into the
possession of such Person from time to time as are required by the terms hereof,
or in the case of the Servicer, the GMACM Servicing Agreement, to be delivered
to the Trustee or Custodian. Any funds received by the Master Servicer, the
Company or by the Servicer in respect of any Mortgage Loan or which otherwise
are collected by the Master Servicer, the Company or by the Servicer as
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
shall
be held for the benefit of the Trustee and the Certificateholders subject to
the
Master Servicer’s right to retain or withdraw from the Master Servicer
Collection Account, the Master Servicing Compensation and other amounts provided
in this Agreement, and to the right of the Company and the Servicer to retain
its Servicing Fee and other amounts as provided in this Agreement or the GMACM
Servicing Agreement. The Master Servicer shall, and (to the extent provided
in
this Agreement or the GMACM Servicing Agreement) shall enforce the obligation
of
the Company and the Servicer to, provide access to information and documentation
regarding the Mortgage Loans to the Trustee, and their respective agents and
accountants at any time upon reasonable request and during normal business
hours, and to Certificateholders that are savings and loan associations, banks
or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners
of
any other federal or state banking or insurance regulatory authority if so
required by applicable regulations of the Office of Thrift Supervision or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices
of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.
(b) All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer, in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer, the
Company and the Servicer shall be entitled to setoff against, and deduct from,
any such funds any amounts that are properly due and payable to the Master
Servicer, the Company or the Servicer under this Agreement or the GMACM
Servicing Agreement.
Section
4.07 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in this Agreement and the GMACM
Servicing Agreement) enforce the obligation of the Company or the Servicer
to,
prepare and present on behalf of the Trustee and the Certificateholders all
claims under the Insurance Policies and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured’s claim) as
shall be necessary to realize recovery under such policies. Any proceeds
disbursed to the Master Servicer (or disbursed to the Company or the Servicer
and remitted to the Master Servicer) in respect of such policies, bonds or
contracts shall be promptly deposited in the Master Servicer Collection Account
upon receipt, except that any amounts that are to be applied upon receipt to
the
repair or restoration of the related Mortgaged Property, which repair or
restoration the owner of such Mortgaged Property or EMC, as applicable, has
agreed to make as a condition precedent to the presentation of its claims on
the
related EMC Mortgage Loan under the applicable Insurance Policy, need not be
so
deposited (or remitted).
Section
4.08 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall enforce any obligation of the Company and the Servicer
(to
the extent set forth under this Agreement and the GMACM Servicing Agreement,
as
applicable) to foreclose upon, repossess or otherwise comparably convert the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can
be
made for collection of delinquent payments, all in accordance with this
Agreement or the GMACM Servicing Agreement, as applicable.
Section
4.09 Compensation
of the Master Servicer.
The
Master Servicer shall be entitled to the Master Servicing Fee on each
Distribution Date as compensation for the performance of its obligations
hereunder. The Master Servicer will also be entitled to all income realized
from
any investment of funds or other benefits derived from the Master Servicer
Collection Account for the performance of its activities hereunder. The Master
Servicer shall be required to pay all expenses incurred by it in connection
with
its activities hereunder and shall not be entitled to reimbursement therefor
except as provided in this Agreement.
Section
4.10 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The
Master Servicer shall, to the extent provided in this Agreement and the GMACM
Servicing Agreement, as applicable, cause the Company and the Servicer to sell
any REO Property as expeditiously as possible and in accordance with the
provisions of this Agreement and the GMACM Servicing Agreement, as applicable.
The Master Servicer shall enforce any obligations of the Company or the Servicer
to protect and conserve, such REO Property in the manner and to the extent
required by this Agreement or the GMACM Servicing Agreement, in accordance
with
the REMIC Provisions and in a manner that does not result in a tax on “net
income from foreclosure property” or cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code.
(b) The
Master Servicer shall, to the extent required by this Agreement and the GMACM
Servicing Agreement, as applicable, enforce the obligation of the Company and
the Servicer, as applicable, to deposit all funds collected and received in
connection with the operation of any REO Property in the related Protected
Account.
(c) The
Master Servicer and the Company or the Servicer, upon the final disposition
of
any REO Property, shall be entitled to reimbursement for any related
unreimbursed Advances and other unreimbursed advances as well as any unpaid
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that any such unreimbursed Monthly
Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as
the
case may be, prior to final disposition, out of any net rental income or other
net amounts derived from such REO Property.
(d) To
the
extent provided in this Agreement or the GMACM Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of
any
payment to the Master Servicer and the Company or the Servicer as provided
above
shall be deposited in the Protected Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer
in
immediately available funds to the Master Servicer for deposit into the Master
Servicer Collection Account on the next succeeding Remittance Date.
Section
4.11 UCC.
EMC
shall
file any financing statements, continuation statements or amendments thereto
required by any change in the Uniform Commercial Code.
Section
4.12 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) As
of the
Closing Date, the Supplemental Interest Trust shall be established and
maintained in the name of the Supplemental Interest Trust Trustee, as a separate
trust, the corpus of which shall (i) consist of the Swap Account, the Swap
Collateral Account, the Swap Agreement REMIC V Regular Interest IO and the
Swap
Administration Agreement and (ii) be held by the Supplemental Interest Trust
Trustee, for the benefit of the Holders of the Class A, Class M and Class B
Certificates and the Swap Provider. The
Swap
Account shall be an Eligible Account, and funds on deposit therein shall be
held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Securities Administrator
held
pursuant to this Agreement. Amounts in the Swap Account shall, at the written
direction of the Majority Class C Certificateholder, be invested in Permitted
Investments that mature no later than the Business Day prior to the next
succeeding Distribution Date. All net income and gain from such investments
shall be distributed to the Majority Class C Certificateholder, not as a
distribution in respect of any interest in any REMIC, on such Distribution
Date.
In the absence of written instructions to the Securities Administrator, amounts
on deposit in the Swap Account shall remain uninvested. All amounts earned
on
amounts on deposit in the Swap Account shall be taxable to the Majority Class
C
Certificateholder. Any losses on such investments shall be deposited in the
Swap
Account by the Majority Class C Certificateholder out of its own funds
immediately as realized. In performing its duties hereunder and under the Swap
Agreement and the rights in respect of the Swap Administration Agreement, the
Supplemental Interest Trust Trustee shall be entitled to the same rights,
protections and indemnities as provided to the Securities Administrator
hereunder.
(b) On
or
before the Closing Date, the Securities Administrator shall establish a Reserve
Fund on behalf of the Holders of the Certificates (other than the Class X
Certificates). On the Closing Date, the Depositor shall cause an amount equal
to
the Reserve Fund Deposit to be deposited into the Reserve Fund. The Reserve
Fund
must be an Eligible Account. The Reserve Fund shall be titled “Reserve Fund,
LaSalle Bank National Association, as Securities Administrator on behalf of
Citibank, N.A. as Trustee for the benefit of holders of SACO I Trust 2007-2,
Mortgage-Backed Certificates, Series 2007-2, Certificates”. The Securities
Administrator shall deposit in the Reserve Fund all payments received from
the
Swap Administrator that are payable to the Trust Fund pursuant to the Swap
Administration Agreement. On each Distribution Date, the Securities
Administrator shall remit such amounts received from the Swap Administrator
to
the Holders of the Class A, Class M and Class B Certificates in the manner
provided in clause (d) below. In addition, on each Distribution Date as to
which
there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of
Class A, Class M or Class B Certificates, the Securities Administrator shall
deposit the amounts distributable pursuant to clauses (C) and (D) of Section
6.04(a)(4) into the Reserve Fund, and the Securities Administrator has been
directed by the Class C Certificateholder to distribute any amounts then on
deposit in the Reserve Fund to the Holders of the Class A, Class M or Class
B
Certificates in respect of the Basis Risk Shortfall Carry Forward Amounts for
each such Class in the priorities set forth in clauses (C) and (D) of Section
6.04(a)(4). Any amount paid to the Holders of Class A, Class M or Class B
Certificates from amounts distributable pursuant to clauses (C) and (D) of
Section 6.04(a)(4) pursuant to the preceding sentence in respect of Basis Risk
Shortfall Carry Forward Amounts shall be treated as distributed to the Majority
Class C Certificateholder in respect of the Class C Certificates and paid by
the
Majority Class C Certificateholder to the Holders of the Class A, Class M and
Class B Certificates, as applicable. Any payments to the Holders of the Class
A,
Class M and Class B Certificates in respect of Basis Risk Shortfall Carry
Forward Amounts, whether pursuant to the second preceding sentence or pursuant
to clause (d) below, shall not be payments with respect to a Regular Interest
in
a REMIC within the meaning of Section 860G(a)(1) of the Code.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event and to the extent not paid by
the
Swap Administrator on behalf of the Supplemental Interest Trust Trustee from
any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
payable by the Swap Administrator, on behalf of the Supplemental Interest Trust
Trustee, to the Swap Provider pursuant to the Swap Agreement shall be deducted
from Interest Funds, and to the extent of any such remaining amounts due, from
Principal Funds, prior to any distributions to the Certificateholders. On or
before each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Swap Account, first to make any Net Swap
Payment owed to the Swap Provider pursuant to the Swap Agreement for such
Distribution Date and for prior Distribution Dates, if any, and second to make
any Swap Termination Payment (not due to a Swap Provider Trigger Event and
to
the extent not paid by the Swap Administrator on behalf of the Supplemental
Interest Trust Trustee from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) owed to the Swap Provider pursuant to
the
Swap Agreement for such Distribution Date and for prior Distribution Dates,
if
any. For federal income tax purposes, such amounts paid to the Supplemental
Interest Trust on each Distribution Date shall first be deemed paid to the
Supplemental Interest Trust in respect of REMIC V Regular Interest IO to the
extent of the amount distributable on such REMIC V Regular Interest IO on such
Distribution Date, and any remaining amount shall be deemed paid to the
Supplemental Interest Trust in respect of a Class IO Distribution Amount. Any
Swap Termination Payment triggered by a Swap Provider Trigger Event owed to
the
Swap Provider pursuant to the Swap Agreement will be subordinated to
distributions to the Holders of the Class A, Class M and Class B Certificates,
and the Swap Administrator shall pay the amount set forth in Section 6.04(a)(4)
to the Swap Provider. In addition, the Swap Administrator shall remit to the
Swap Provider any Swap Optional Termination Payment paid as part of the Mortgage
Loan Purchase Price and remitted to the Supplemental Interest Trust pursuant
to
Section 11.01.
(d) On
or
before each Distribution Date, Net Swap Payments payable by the Swap Provider
pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, will be deposited by the Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Securities
Administrator for deposit into the Reserve Fund. On each Distribution Date,
to
the extent required, the Securities Administrator shall withdraw such amounts
from the Reserve Fund to distribute to the Certificates in the following order
of priority:
(i) first,
to the
Class A Certificates, on a pro rata basis, to pay (a) Current Interest and
any
Interest Carry Forward Amount for each such Class to the extent due to the
interest portion of a Realized Loss, in each case to the extent not fully paid
pursuant to Section 6.04(a)(1) and (b) any Unpaid Realized Loss Amounts for
such
Class;
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6 and Class B-1 Certificates, in that order, to pay Current Interest to the
extent not fully paid pursuant to Section 6.04(a)(1) and any Interest Carry
Forward Amount, in each case to the extent due to the interest portion of a
Realized Loss;
(iii) third,
to pay,
first, to the Class A Certificates, any Basis Risk Shortfall Carry Forward
Amount for each such Class for such Distribution Date, on a pro rata basis,
based on the entitlement of each such Class, and second, sequentially, to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class
B-1
Certificates, in that order, any Basis Risk Shortfall Carry Forward Amounts
for
each such Class for such Distribution Date; and
(iv) fourth,
to pay
as principal to the Class A, Class M and Class B Certificates as part of the
Extra
Principal Distribution Amount
payable
under Section 6.04(a)(2) until the Overcollateralization Target Amount has
been
reached, to the extent not paid from Excess Cashflow pursuant to Section
6.04(a)(4) for such Distribution Date. For the avoidance of doubt, any amounts
distributable pursuant to this clause (iv) shall be limited to rebuilding
overcollateralization related to Loan to the extent overcollateralization has
been reduced through Realized Losses related to Loan.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Securities Administrator on behalf of the Trust
shall
be the nominal owner of the Reserve Fund. The Class C Certificateholders shall
be the beneficial owners of the Reserve Fund, on a pro rata basis, subject
to
the power of the Securities Administrator on behalf of the Securities
Administrator to transfer amounts under Section 6.04. Amounts in the Reserve
Fund shall, at the written direction of the Majority Class C Certificateholder
to the Securities Administrator, be invested in Permitted Investments that
mature no later than the Business Day prior to the next succeeding Distribution
Date. All net income and gain from such investments shall be distributed to
the
Class C Certificateholders, on a pro rata basis, not as a distribution in
respect of any interest in any REMIC, on such Distribution Date. In the absence
of written instructions to the Securities Administrator, amounts on deposit
in
the Reserve Fund shall remain uninvested. All amounts earned on amounts on
deposit in the Reserve Fund shall be taxable to the Class C Certificateholders.
Any losses on such investments shall be deposited in the Reserve Fund by the
Class C Certificateholders, on a pro rata basis, out of its own funds
immediately as realized. The
Swap
Account, which is created and maintained by the Swap Administrator pursuant
to
the Swap Administration Agreement, is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset
of
any REMIC created hereunder. The beneficial owner of the Swap Account is
identified, and other matters relating to the Swap Account are addressed, in
the
Swap Administration Agreement.
(f) The
Securities Administrator shall treat the Holders of Certificates (other than
the
Class C, the Class X and Class R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class C, Class X and Class R Certificates) shall be treated
as
having agreed to pay, on each Distribution Date, to the Holder of the Class
C
Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC III Regular Interest
relating to such Certificate over (ii) the amount of interest payable to such
Certificate at a per annum rate equal to the related Net WAC Cap Rate, and
a
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Regular Certificates with an
outstanding principal balance to the extent of such balance. In addition,
pursuant to such notional principal contract, the Holder of the Class C
Certificates shall be treated as having agreed to pay Basis Risk Shortfall
Carry
Forward Amounts with respect to the Holders of the Certificates (other than
the
Class C, Class X and Class R Certificates) in accordance with the terms of
this
Agreement. Any payments to the Certificates from amounts deemed received in
respect of this notional principal contract shall not be payments with respect
to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
However, any payment from the Certificates (other than the Class C, Class X
and
Class R Certificates) of a Class IO Distribution Amount shall be treated for
tax
purposes as having been received by the Holders of such Certificates in respect
of their interests in REMIC III and as having been paid by such Holders to
the
Swap Administrator pursuant to the notional principal contract. Thus, each
Certificate (other than the Class R Certificates and Class X Certificates)
shall
be treated as representing not only ownership of a Regular Interest in a REMIC,
but also ownership of an interest in, and obligations with respect to, a
notional principal contract.
(g) Upon
a
Swap Early Termination other than in connection with the Optional Termination
of
the Trust, the Swap Administrator, pursuant to the Swap Administration
Agreement, will use reasonable efforts to appoint a successor swap provider
selected by the Depositor to enter into a new interest rate swap agreement
on
terms substantially similar to the Swap Agreement, with a successor swap
provider meeting all applicable eligibility requirements. If the Swap
Administrator receives a Swap Termination Payment from the Swap Provider in
connection with such Swap Early Termination, the Swap Administrator will apply
such Swap Termination Payment to any upfront payment required to appoint the
successor swap provider. If the Swap Administrator is required to pay a Swap
Termination Payment to the Swap Provider in connection with such Swap Early
Termination, the Swap Administrator will apply any upfront payment received
from
the successor swap provider to pay such Swap Termination Payment. If the Swap
Administrator is unable to appoint a successor swap provider within 30 days
of
the Swap Early Termination, then the Swap Administrator will deposit any Swap
Termination Payment received from the original Swap Provider into a separate,
non-interest bearing reserve account and will, on each subsequent Distribution
Date, withdraw from the amount then remaining on deposit in such reserve account
an amount equal to the Net Swap Payment, if any, that would have been paid
to
the Swap Administrator by the original Swap Provider calculated in accordance
with the terms of the original Swap Agreement, and distribute such amount to
the
Holders of the Class A, Class M and Class B Certificates or for such other
purpose specified in the Swap Administration Agreement in accordance with the
terms thereof.
(h) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall, to the extent it has actual knowledge of such failure, breach
or
occurance, immediately, but no later than the next Business Day following such
failure, breach, or occurrence, notify the Depositor and send any notices and
make any demands, on behalf of the Supplemental Interest Trust, in accordance
with the Swap Agreement.
(i) In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Swap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Supplemental Interest Trust
Trustee shall, as soon as practicable, but no later than two (2) Business Days
after the Swap Provider’s failure to pay, demand that the Guarantor make any and
all payments then required to be made by the Guarantor pursuant to such
Guaranty. The Swap Provider or the Depositor shall promptly provide the
Supplemental Interest Trust Trustee with a copy of such Guaranty; provided
that,
the Supplemental Interest Trust Trustee shall in no event be liable for any
failure or delay in the performance by the Swap Provider or any Guarantor of
its
obligations hereunder or pursuant to the Swap Agreement and the Guaranty, nor
for any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
(j) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the replacement interest rate swap agreement to the
Depositor.
Section
4.13 Reserved.
Section
4.14 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A, Class M or Class B Certificates.
In
the
event that any Class A, Class M or Class B Certificate is resecuritized in
a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC III Regular Interest corresponding to such Class A, Class
M or Class B Certificate shall, for the avoidance of doubt, be deemed to include
the related Class IO Distribution Amount, and (ii) to the extent provided in
the
operative documents for the Resecuritization REMIC, (a) payments on the “regular
interests” issued by the Resecuritization REMIC shall be deemed to include in
the aggregate such Class IO Distribution Amount, and (b) such Class IO
Distribution Amount shall be deemed paid to the Holder of the Class C
Certificates pursuant to a notional principal contract entered into by the
holders of one or more “regular interests” issued by the Resecuritization REMIC
(“Resecuritization Holders”) and the Holder of the Class C Certificates. In such
event, Class IO Distribution Amounts deemed paid by Resecuritization Holders
under clause (b) of the immediately preceding sentence shall be paid on behalf
of such holders pursuant to Section 4.12(c) hereof.
ARTICLE
V
ACCOUNTS
Section
5.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Company shall make reasonable efforts in accordance with customary and usual
standards of practice of prudent mortgage lenders in the respective states
in
which the Mortgaged Properties related to the EMC Mortgage Loans are located
to
collect all payments called for under the terms and provisions of the EMC
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance Policy.
Consistent with the foregoing, the Company may in its discretion (i) waive
any
late payment charge and (ii) extend the Due Dates for payments due on a Mortgage
Note related to an EMC Mortgage Loan for a period not greater than 125 days,
provided that, EMC shall not extend the payment date of any Mortgage Loan beyond
the date of its final maturity date. In the event of any such arrangement,
the
Company shall make Advances on the related EMC Mortgage Loan during the
scheduled period in accordance with the amortization schedule of such EMC
Mortgage Loan without modification thereof by reason of such arrangements,
and
shall be entitled to reimbursement therefor in accordance with Section 6.01.
The
Company shall not be required to institute or join in litigation with respect
to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In addition, if (x) an EMC Mortgage Loan is in
default or default is reasonably foreseeable, the Company may also waive, modify
or vary any term of any EMC Mortgage Loan or
consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any mortgagor, including without limitation, to
(1)
capitalize any amounts owing on the EMC Mortgage Loan by adding such amount
to
the outstanding principal balance of the EMC Mortgage Loan, (2) defer such
amounts to a later date or the final payment date of such Mortgage Loan, (3)
extend the maturity of any such EMC Mortgage Loan, but in no instance past
the
date on which the final payment is due on the latest maturing Mortgage Loan
as
of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject to
clause (y) below), provided that, in the Company’s determination, such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders (taking into account any estimated Realized
Loss that might result absent such action), or (y)
the
Company delivers to the Trustee, Securities Administrator and Master Servicer
a
certification addressed to the Trustee and the Securities Administrator, based
on the advice of counsel or certified public accountants, in either case, that
have a national reputation with respect to taxation of REMICs, that a
modification of such EMC Mortgage Loan will not result in the imposition of
taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III,
REMIC IV or REMIC V, the Company may if it reasonably believes that undertaking
such actions would be in the best interest of the Certificateholders, (A) amend
the related Mortgage Note to reduce the Mortgage Rate applicable thereto,
provided that such reduced Mortgage Rate shall in no event be lower than 5.00%
with respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related
to
an EMC Mortgage Loan to extend the maturity thereof; provided that, EMC shall
not extend the payment date of any Mortgage Loan beyond its final maturity
date.
In
accordance with the standards of the first paragraph of Section 3.01, the
Company shall not waive (or permit a sub-servicer to waive) any Prepayment
Charge related to an EMC Mortgage Loan unless: (i) the enforceability thereof
shall have been limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal
action if the prepayment penalty is enforced, (iii) the mortgage debt has been
accelerated in connection with a foreclosure or other involuntary payment or
(iv) such waiver is standard and customary in servicing similar Mortgage Loans
and relates to a default or a reasonably foreseeable default and would, in
the
reasonable judgment of the Company, maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related EMC Mortgage
Loan. If a Prepayment Charge is waived, but does not meet the standards
described above, then the Company is required to pay the amount of such waived
Prepayment Charge, for the benefit of the Class C Certificates, by remitting
such amount to the Master Servicer by the Remittance Date.
Payments
of such waived charges shall not be payments in respect of any Regular
Interest.
(b) The
Company shall establish and maintain a Protected Account (which shall at all
times be an Eligible Account) with a depository institution in the name of
the
Company for the benefit of the Trustee on behalf of the Certificateholders
and
designated “EMC Mortgage Corporation, as servicer on behalf of Citibank, N.A.,
as Trustee, for the benefit of the certificateholders, in trust for registered
Holders of SACO I Trust 2007-2, Mortgage-Backed Certificates, Series 2007-2”.
The Company shall deposit or cause to be deposited into the Protected Account
on
a daily basis within two Business Days of receipt and identification, except
as
otherwise specifically provided herein, the following payments and collections
remitted by subservicers or received by it in respect of the EMC Mortgage Loans
subsequent to the Cut-off Date (other than in respect of principal and interest
due on the EMC Mortgage Loans on or before the Cut-off Date) and the following
amounts required to be deposited hereunder:
(i) all
payments on account of principal, including Principal Prepayments, on the EMC
Mortgage Loans;
(ii) all
payments on account of interest on the EMC Mortgage Loans net of the related
Servicing Fee permitted under Section 3.13, if any;
(iii) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds with respect
to any EMC Mortgage Loans, other than proceeds to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance
with the Company’s normal servicing procedures;
(iv) any
amount required to be deposited by the Company pursuant to Section 5.01(c)
in
connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Company pursuant to Section
3.07;
(vi) any
Prepayment Charges collected on the EMC Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for deposit by the Company
into the Protected Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature
of late payment charges or assumption fees, if collected, need not be deposited
by the Company. In the event that the Company shall deposit any amount not
required to be deposited and not otherwise subject to withdrawal pursuant to
Section 5.02, it may at any time withdraw or direct the institution maintaining
the Protected Account, to withdraw such amount from the Protected Account,
any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Protected Account, that describes the amounts deposited in
error
in the Protected Account. The Company shall maintain adequate records with
respect to all withdrawals made pursuant to this Section. Reconciliations will
be prepared for the Protected Account within 45 calendar days after the bank
statement cut-off date. All funds deposited in the Protected Account shall
be
held in trust for the Certificateholders until withdrawn in accordance with
Section 5.02.
(c) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Company,
in
Permitted Investments which shall mature not later than the Business Day
immediately preceding the Remittance Date and shall not be sold or disposed
of
prior to its maturity. All such Permitted Investments shall be made in the
name
of the Trustee, for the benefit of the Certificateholders. All income and gain
net of any losses realized from any such investment shall be for the benefit
of
the Company
as
servicing compensation and shall be remitted to it monthly as provided herein.
The amount of any losses incurred in the Protected Account in respect of any
such investments shall be deposited by the Company
into the
Protected Account, out of the Company’s
own
funds.
(d) The
Company
shall
give at least 30 days advance notice to the Trustee, the Securities
Administrator, the Seller, the Master Servicer, each Rating Agency and the
Depositor of any proposed change of location of the Protected Account prior
to
any change thereof.
Section
5.02 Permitted
Withdrawals From the Protected Account.
(a) The
Company
may from
time to time make withdrawals from the Protected Account for the following
purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Company),
as
servicing compensation in accordance with Section 3.13, that portion of any
payment of interest that equals the Servicing Fee for the period with respect
to
which such interest payment was made, and, as additional servicing compensation,
those other amounts set forth in Section 3.13;
(ii) to
reimburse the Company
for
Advances made by it with respect to the Mortgage Loans, provided, however,
that
the Company’s
right
of reimbursement pursuant to this subclause (ii) shall be limited to amounts
received on particular EMC Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds and Insurance Proceeds and Subsequent Recoveries) that
represent late recoveries of payments of principal and/or interest on such
particular EMC Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to
reimburse the Company
for any
previously made portion of a Servicing Advance or an Advance made by the
Company
that, in
the good faith judgment of the Company,
will
not be ultimately recoverable by it from the related Mortgagor, any related
Liquidation Proceeds, Insurance Proceeds or otherwise (a “Nonrecoverable
Advance”), to the extent not reimbursed pursuant to clause (ii) or clause
(v);
(iv) to
pay
the Company
any
unpaid Servicing Fees and to reimburse it for any unreimbursed Servicing
Advances, provided, however, that the Company’s
right
to reimbursement for Servicing Advances pursuant to this subclause (v) with
respect to any Mortgage Loan shall be limited to amounts received on particular
Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance
Proceeds, Subsequent Recoveries and purchase and repurchase proceeds) that
represent late recoveries of the payments for which such Servicing Advances
were
made;
(v) to
pay to
EMC (in its capacity as Seller), the Depositor or itself, as applicable, with
respect to each EMC Mortgage Loan or property acquired in respect thereof that
has been purchased pursuant to Section 2.02, 2.03 or 3.05 of this Agreement,
all
amounts received thereon and not taken into account in determining the related
Stated Principal Balance of such repurchased EMC Mortgage Loan;
(vi) to
pay
any expenses recoverable by the Company
pursuant
to Section 8.04 of this Agreement;
(vii) to
withdraw pursuant to Section 5.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(viii) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 11.01 hereof.
In
addition, no later than 1:00 p.m. New York City time on the Remittance Date,
the
Company shall withdraw from the Protected Account and remit to the Master
Servicer, for deposit in the Master Servicer Collection Account
the amount required to be withdrawn therefrom pursuant to Section 5.05
hereof.
With
respect to any remittance received by the
Master Servicer from
EMC
after the date on which such remittance was due, EMC shall pay to the
Master
Servicer interest
on any such late payment at an annual rate equal to the Prime Rate, adjusted
as
of the date of each change, plus two percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
remitted to the Master Servicer on the date such late payment is made and shall
cover the period commencing with the day following the date on which such
remittance was due and ending with the Business Day on which such remittance
is
made, both inclusive. The payment by EMC of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default
with
respect to EMC. Such interest shall be remitted along with the distribution
payable on the next succeeding Remittance Date. The payment by EMC of any such
interest shall not be deemed an extension of time for payment or a waiver of
any
Event of Default with respect to EMC.
The
Company
shall
keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the Protected Account
pursuant to subclauses (i), (ii), (iv), (v) and (vi) above. Prior to making
any
withdrawal from the Protected Account pursuant to subclause (iii), the Company
shall deliver to the Master Servicer an Officer’s Certificate of a Servicing
Officer indicating the amount of any previous Advance or Servicing Advance
determined by the Company to be a Nonrecoverable Advance and identifying the
related EMC Mortgage Loan(s), and their respective portions of such
Nonrecoverable Advance.
Section
5.03 Reports
to the Master Servicer.
(a)
On
or before the tenth calendar day of each month, the Company shall furnish to
the
Master Servicer electronically in a format acceptable to the Master Servicer
loan accounting reports in the investor’s assigned loan number order to document
the payment activity on each EMC Mortgage Loan on an individual mortgage loan
basis. With respect to each month, such loan accounting reports shall be in
the
format agreed to by the Company and the Master Servicer, including but not
limited to the following information with respect to each EMC Mortgage
Loan:
(i) with
respect to each Scheduled Payment (on both an actual and scheduled basis with
respect to Mortgage Loan balances and on an actual basis with respect to
paid-through dates), the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the
amount of any Prepayment Interest Shortfall);
(ii) with
respect to each Monthly Payment, the amount of such remittance allocable to
scheduled interest;
(iii) the
amount of servicing compensation received by the Company during the prior
calendar month;
(iv) the
aggregate stated principal balance of the EMC Mortgage Loans;
(v) the
aggregate amount of Advances made by the Company pursuant to Section
6.01;
(vi) the
aggregate of any expenses reimbursed to the Company during the prior calendar
month pursuant to Section 5.02;
(vii) the
number and aggregate Stated Principal Balance of the Mortgage Loans (A)
Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy) (1)
30
days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent,
(B)
in foreclosure and delinquent and (1) 30 days Delinquent, (2) 60 days Delinquent
and (3) 90 days or more Delinquent (C) in bankruptcy and delinquent (1) 30
days
Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, in each
case as of the close of business on the last day of the calendar month preceding
such Distribution Date;
(viii) the
amount of any Prepayment Charges collected by the Company and the amount of
Prepayment Charges paid by the Company in connection with a waiver that is
not
permitted under this Agreement, and
(ix) any
other
information necessary for the Securities Administrator to prepare the Monthly
Statement pursuant to Section 6.06, including any information required to be
provided pursuant to Item 1121 of Regulation AB.
On
or
before the sixteenth calendar day of each month, or if such day is not a
Business
Day,
the
succeeding Business Day, the Company shall furnish to the Master Servicer
electronically in a format acceptable to the Master Servicer a report of all
Principal Prepayments made during the related Prepayment Period.
(b) The
Master Servicer and the Securities Administrator shall be entitled to rely
conclusively on the data provided by the Company and the Servicer pursuant
to
Section 5.03(a) above and shall have no liability for any errors in such
Mortgage Loan data.
Section
5.04 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each EMC Mortgage Loan, to the extent required by the related
Mortgage Note, the Company shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or Servicing Advances by the Company) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Company to compel a Mortgagor
to establish an Escrow Account in violation of applicable law.
Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Company out of
related collections for any payments made with respect to each EMC Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.07 (with respect to hazard insurance), to refund to
any
Mortgagors for any EMC Mortgage Loans any sums as may be determined to be
overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account
or to clear and terminate the Escrow Account at the termination of this
Agreement in accordance with Section 11.01 thereof. The Escrow Account shall
not
be a part of the Trust Fund.
Section
5.05 Protected
Accounts.
(a) The
Master Servicer shall enforce the obligation of the Company and the Servicer
to
establish and maintain a Protected Account in accordance with this Agreement
and
the GMACM Servicing Agreement, with records to be kept with respect thereto
on a
Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within one Business Day (or as of such other time specified in the GMACM
Servicing Agreement) of receipt and identification all collections of principal
and interest on any Mortgage Loan and with respect to any REO Property received
by the Company or the Servicer, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries, and advances made from
the Company’s or the Servicer’s own funds (less servicing compensation as
permitted by this Agreement or the GMACM Servicing Agreement) and all other
amounts to be deposited in the Protected Accounts. Each of the Company and
the
Servicer are hereby authorized to make withdrawals from and deposits to the
related Protected Account for purposes required or permitted by this Agreement.
To the extent provided in this Agreement or the GMACM Servicing Agreement,
the
Protected Account shall be held in a Designated Depository Institution and
segregated on the books of such institution in the name of the Company or the
Servicer, as applicable on behalf of the Trustee for the benefit of
Certificateholders.
(b) To
the
extent provided in this Agreement or the GMACM Servicing Agreement, amounts
on
deposit in a Protected Account may be invested in Permitted Investments in
the
name of the Trustee for the benefit of Certificateholders and, except as
provided in the preceding paragraph, not commingled with any other funds, such
Permitted Investments to mature, or to be subject to redemption or withdrawal,
no later than the date on which such funds are required to be withdrawn for
deposit in the Master Servicer Collection Account, and shall be held until
required for such deposit. The income earned from Permitted Investments made
pursuant to this Section 5.05 shall be paid to the Company or the Servicer
under
this Agreement or the GMACM Servicing Agreement, and the risk of loss of moneys
required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the Company or the Servicer,
as
the case may be. The Company or the Servicer (to the extent provided in this
Agreement or the GMACM Servicing Agreement) shall deposit the amount of any
such
loss in the Protected Account within two Business Days of receipt of
notification of such loss but not later than the second Business Day prior
to
the Distribution Date on which the moneys so invested are required to be
distributed to the Certificateholders.
(c) To
the
extent provided in this Agreement or the GMACM Servicing Agreement and subject
to this Article V, on or before 1:00 p.m. New York City time on each Remittance
Date, the Company or the Servicer shall withdraw or shall cause to be withdrawn
from its Protected Account and shall immediately deposit or cause to be
deposited in the Master Servicer Collection Account amounts representing the
following collections and payments (other than with respect to principal of
or
interest on the Mortgage Loans due on or before the Cut-off Date):
(i) Scheduled
Payments on the Mortgage Loans received or any related portion thereof advanced
by the Company or the Servicer pursuant to this Agreement or the GMACM Servicing
Agreement which were due on or before the related Due Date, net of the amount
thereof comprising the Servicing Fees;
(ii) Full
Principal Prepayments received by the Servicer (as described in the GMACM
Servicing Agreement) and Full Principal Prepayments received by the Company
with
respect to such Mortgage Loans in the related Prepayment Period, with scheduled
interest for the related Due Period less the Servicing Fee and the Master
Servicing Fee, if any;
(iii) Liquidation
Proceeds received by the Company or the Servicer with respect to such Mortgage
Loans in the prior calendar month, with scheduled interest for the related
Due
Deriod less the Servicing Fee and the Master Servicing Fee, if any net of the
amount thereof comprising the Servicing Fees;
(iv) Partial
Principal Prepayments received by the Company or the Servicer for such Mortgage
Loans in the related Prepayment Period, together with any related payments
of
Compensating Interest;
(v) Any
amount to be used as an Advance; and
(vi) The
amount of any Prepayment Charges collected with respect to the Mortgage Loans
and the amount of any Prepayment Charges paid by the Company or the Servicer
in
connection with the waiver of a Prepayment Charge in a manner that is not
permitted under this Agreement or the GMACM Servicing Agreement.
(d) Withdrawals
may be made from a Protected Account by the Company as described in Section
5.02
hereof and by the Master Servicer or the Servicer only to make remittances
as
provided in Section 5.05(c), 5.06 and 5.07; to reimburse the Master Servicer
or
the Servicer for Advances which have been recovered by subsequent collection
from the related Mortgagor; to remove amounts deposited in error; to remove
fees, charges or other such amounts deposited on a temporary basis; or to clear
and terminate the account at the termination of this Agreement in accordance
with Section 11.01. As provided in Sections 5.05(c) and 5.06(b) certain amounts
otherwise due to the Company or the Servicer may be retained by the Company
or
the Servicer and need not be deposited in the Master
Servicer Collection Account.
Section
5.06 Master
Servicer Collection Account
(a) The
Master Servicer shall establish and maintain in the name of LaSalle Bank
National Association, as Master Servicer, on behalf of the Trustee, for the
benefit of the Certificateholders, the Master Servicer Collection Account which
shall be an Eligible Account. The Master Servicer will deposit in the Master
Servicer Collection Account as identified by the Master Servicer and as received
by the Master Servicer, the following amounts:
(i) any
Advance and any Compensating Interest Payments;
(ii) any
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
by or
on behalf of the Master Servicer or which were not deposited in a Protected
Account;
(iii) the
Repurchase Price with respect to any Mortgage Loans purchased by the Seller
pursuant to Section 2.02 or 2.03, the Repurchase Price with respect to any
Mortgage Loans purchased by EMC pursuant to Section 3.05, and all proceeds
of
any Mortgage Loans or property acquired with respect thereto repurchased by
the
Seller or its designee pursuant to Section 11.01;
(iv) any
amounts required to be deposited with respect to losses on investments of
deposits in the Master Servicer Collection Account; and
(v) any
other
amounts received by or on behalf of the Master Servicer or the Trustee and
required to be deposited in the Master Servicer Collection Account pursuant
to
this Agreement.
(b) All
amounts deposited to the Master Servicer Collection Account shall be held by
the
Master Servicer in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Master Servicer Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges
or
assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges, need not be credited
by
the Master Servicer to the Master Servicer Collection Account.
(c) The
amount at any time credited to the Master Servicer Collection Account may be
invested, in the name of the Trustee, or its nominee, for the benefit of the
Certificateholders, in Permitted Investments or be held in cash as directed
by
the Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Account Deposit Date. Any and all investment earnings
from the Master Servicer Collection Account shall be paid to the Master
Servicer. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be
the
risk of the Master Servicer. The Master Servicer shall deposit the amount of
any
such loss in the Master Servicer Collection Account within two Business Days
of
receipt of notification of such loss but not later than the second Business
Day
prior to the Distribution Date on which the moneys so invested are required
to
be distributed to the Certificateholders.
Section
5.07 Permitted
Withdrawals and Transfers from the Master Servicer Collection
Account.
(a) The
Master Servicer will make such withdrawals or transfers from the Master Servicer
Collection Account as the Master Servicer has designated for such transfer
or
withdrawal pursuant to this Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 11.01
and
from time to time remove amounts deposited in error.
(b) On
an
ongoing basis, the Master Servicer shall withdraw from the Master Servicer
Collection Account to pay itself as provided in Section 4.09 and to pay any
expenses, costs and liabilities recoverable by the Trustee, the Swap Provider,
the Master Servicer, each Custodian or the Securities Administrator pursuant
to
Sections 4.02, 8.03, 8.04, 9.05 and 10.05; provided however, that the Master
Servicer shall be obligated to pay from its own funds any amounts which it
is
required to pay under Section 8.03(a).
(c) In
addition, on or before each Distribution Account Deposit Date, the Master
Servicer shall remit to the Securities Administrator for deposit in the
Distribution Account any Advances required to be made by the Master Servicer
with respect to the Mortgage Loans.
(d) No
later
than 3:00 p.m. New York time on each Distribution Account Deposit Date (or
at
such other time and date as is mutually agreed upon between the Master Servicer
and the Securities Administrator), the Master Servicer will transfer all
available funds on deposit in the Master Servicer Collection Account with
respect to the related Distribution Date to the Securities Administrator for
deposit in the Distribution Account. In the event that the Master Servicer
shall
deposit or cause to be deposited to the Distribution Account any amount not
required to be credited thereto, the Securities Administrator, upon receipt
of a
written request therefor signed by a Master Servicing Officer of the Master
Servicer, shall promptly transfer such amount to the Master Servicer, any
provision herein to the contrary notwithstanding.
(e) On
an
ongoing basis, the Master Servicer shall withdraw from the Master Servicer
Collection Account to pay itself any investment income earned on the investment
of funds held in the Master Servicer Collection Account.
Section
5.08 Distribution
Account.
(a) The
Securities Administrator shall establish and maintain in the name of the
Securities Administrator, on behalf of the Trustee, for the benefit of the
Certificateholders, the Distribution Account as a segregated trust account
or
accounts.
(b) All
amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.
(c) The
Distribution Account shall constitute an Eligible Account of the Trust Fund
segregated on the books of the Securities Administrator and held by the
Securities Administrator, and the Distribution Account and the funds deposited
therein shall not be subject to, and shall be protected from, all claims, liens,
and encumbrances of any creditors or depositors of the Securities Administrator
(whether made directly, or indirectly through a liquidator or receiver of the
Securities Administrator). The amount at any time credited to the Distribution
Account may be, as directed by the Securities Administrator, held either
uninvested or invested in the name of the Trustee or its nominee for the benefit
of the certifcateholders, in such Permitted Investments as may be selected
by
the Securities Administrator on such direction which mature not later than
the
Business Day immediately preceding the next Distribution Date. Permitted
Investments in respect of the Distribution Account shall not be sold or disposed
of prior to their maturity. All investment earnings on amounts on deposit in
the
Distribution Account or benefit from funds uninvested therein from time to
time
shall be for the account of the Securities Administrator. The Securities
Administrator shall be permitted to receive distribution of any and all
investment earnings from the Distribution Account on each Distribution Date.
If
there is any loss on a Permitted Investment or demand deposit, the Securities
Administrator shall deposit the amount of the loss in the Distribution Account
from its own funds. With respect to the Distribution Account and the funds
deposited therein, the Securities Administrator shall take such action as may
be
necessary to ensure that the Certificateholders shall be entitled to the
priorities afforded to such a trust account (in addition to a claim against
the
estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and applicable
regulations pursuant thereto, if applicable.
Section
5.09 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Securities Administrator will from time to time make or cause to be made such
withdrawals or transfers from the Distribution Account as are designated for
such transfer or withdrawal pursuant to this Agreement and the GMACM Servicing
Agreement (limited in the case of amounts due the Master Servicer to those
not
withdrawn from the Master Servicer Collection Account in accordance with the
terms of this Agreement; provided that the Securities Administrator shall not
be
responsible for such determination and may rely on the Master Servicer’s
instructions under this Section 5.09):
(i) to
reimburse the Master Servicer, the Company or the Servicer for any unreimbursed
Advance or Servicing Advance of its own funds pursuant to this Agreement or
the
GMACM Servicing Agreement, such right of the Master Servicer, the Company or
the
Servicer to reimbursement pursuant to this subclause (i) being limited to
amounts received on a particular Mortgage Loan (including, for this purpose,
the
Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which
represent late payments or recoveries of the principal of or interest on such
Mortgage Loan respecting which such Advance or Servicing Advance was
made;
(ii) to
reimburse the Master Servicer, the Company or the Servicer from Insurance
Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for
unreimbursed amounts expended by the Master Servicer, the Company or the
Servicer in good faith in connection with the restoration of the related
Mortgaged Property which was damaged by an uninsured cause or in connection
with
the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer, the Company or the Servicer from Insurance
Proceeds relating to a particular Mortgage Loan for unreimbursed expenses
incurred with respect to such Mortgage Loan and to reimburse the Master
Servicer, the Company or the Servicer from Liquidation Proceeds from a
particular Mortgage Loan for Liquidation Expenses incurred with respect to
such
Mortgage Loan; provided that the Master Servicer shall not be entitled to
reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the
extent that (i) any amounts with respect to such Mortgage Loan were paid as
Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a) to
the
Master Servicer; and (ii) such Liquidation Expenses were not included in the
computation of such Excess Liquidation Proceeds;
(iv) to
reimburse the Master Servicer, the Company or the Servicer for any Advance
or
Servicing Advance, after a Realized Loss has been allocated with respect to
the
related Mortgage Loan if the Advance or Servicing Advance has not been
reimbursed pursuant to clauses (i) through (iii);
(v) to
pay
the Master Servicer as set forth in Section 4.09;
(vi) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 4.02, 8.04(c) and (d) and 12.02
or
otherwise reimbursable to it pursuant to this Agreement;
(vii) to
pay to
the Master Servicer, as additional master servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the Company or the
Servicer;
(viii) to
reimburse or pay the Company or the Servicer any such amounts as are due thereto
under this Agreement or the GMACM Servicing Agreement and have not been retained
by or paid to the Company or the Servicer, to the extent provided herein and
in
the GMACM Servicing Agreement;
(ix) to
reimburse the Trustee, the Custodian or the Securities Administrator for
expenses, costs and liabilities incurred by or reimbursable to it pursuant
to
this Agreement (to the extent not reimbursed from the Master Servicer Collection
Account in accordance with Section 5.07);
(x) to
remove
amounts deposited in error;
(xi) to
make
distributions to the Swap Administrator for payment to the Swap Provider as
provided in this Agreement; and
(xii) to
clear
and terminate the Distribution Account pursuant to Section 11.01.
(b) The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to subclauses (i) through (iv), inclusive,
and
(vi) or with respect to any such amounts which would have been covered by such
subclauses had the amounts not been retained by the Master Servicer without
being deposited in the Distribution Account under Section 5.08.
(c) On
each
Distribution Date, the Securities Administrator shall distribute the related
Interest Remittance Amount and Principal Distribution Amount to the extent
of
funds on deposit in the Distribution Account to the holders of the related
Certificates in accordance with Section 6.04.
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
Section
6.01 Advances.
(a) The
Company shall make an Advance with respect to any EMC Mortgage Loan and deposit
such Advance in the Master Servicer Collection Account no later than 1:00 p.m.
Eastern time on the Remittance Date in immediately available funds. The Servicer
shall make an Advance with respect to any Mortgage Loans serviced by it pursuant
to the GMACM Servicing Agreement. The Company or the Servicer, as applicable,
shall be obligated to make any such Advance only to the extent that such advance
would not be a Nonrecoverable Advance. If the Company or the Servicer shall
have
determined that it has made a Nonrecoverable Advance or that a proposed Advance
or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
the Company or the Servicer, as the case may be, shall deliver (i) to the
Securities Administrator for the benefit of the Certificateholders funds
constituting the portion of such Advance that is not deemed Nonrecoverable,
if
applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency,
and the Trustee an Officer’s Certificate setting forth the basis for such
determination.
The
Company or the Servicer shall discontinue making advances with respect to any
Mortgage Loan that becomes 60 days Delinquent without delivering an Officer’s
Certificate. In addition, subject to Section 4.08 of the Agreement, the Company
or the Servicer must charge off a Mortgage Loan at the time such Mortgage Loan,
as applicable, becomes 180 days Delinquent unless the Company or the Servicer
reasonably believes that it may be able to obtain a net recovery through
foreclosure proceedings or other conversion of the related Mortgage Loan. Once
a
Mortgage Loan is charged off, the Company or the Servicer shall not be entitled
to any additional Servicing Fee for such Mortgage Loan, except to the extent
of
any unpaid Servicing Fees and expenses which shall be reimbursable from any
recoveries on such Mortgage Loan, and the Mortgage Loan shall be treated as
a
Liquidated Loan giving rise to a Realized Loss. If the Company or the Servicer
determines that a significant net recovery is possible through foreclosure
proceedings or other disposition of the related Mortgage Loan that becomes
60
days Delinquent, the Company or the Servicer may continue making advances on
such Mortgage Loan. To
the extent the Company or the Servicer, as applicable, determines that a
proposed Advance would not be a Nonrecoverable Advance and in its sole
discretion reinstates and subsequently makes additional Advances for such
Mortgage Loan, such Advances shall be reimbursable from any Subsequent
Recoveries or as otherwise provided for in this Agreement.
Unless
specific Subsequent Recoveries are anticipated, as applicable, on a particular
Mortgage Loan that is charged off as described in the preceding paragraph or
the
GMACM Servicing Agreement, such charged off Mortgage Loan will be released
from
the Trust Fund, and will be transferred to the Class X Certificateholders.
If
any Subsequent Recoveries are anticipated on such charged off Mortgage Loans,
the release of such Mortgage Loan from the Trust Fund will be delayed until
the
Distribution Date after receipt of such Subsequent Recoveries. After the release
of any charged off Mortgage Loan, the Class X Certificateholders will be
entitled to any amounts subsequently received in respect of any such released
Mortgage Loans, subject to any fees or expenses owed to the Master Servicer.
Such Class X Certificateholder may designate any servicer to service any such
released mortgage loan and the Class X Certificateholder may sell any such
released Mortgage Loan to a third party. To the extent the servicing of such
released Mortgage Loan is not transferred from the Company or the Servicer,
the
servicing of such released Mortgage Loan and the fees therefor shall be governed
by this Agreement or the GMACM Servicing Agreement, as applicable.
In
lieu
of making all or a portion of such Advance from its own funds, the Company
may
(i) cause to be made an appropriate entry in its records relating to the
Protected Account that any Amounts Held for Future Distribution has been used
by
the Company in discharge of its obligation to make any such Advance and (ii)
transfer such funds from the Protected Account to the Distribution Account.
Any
funds so applied and transferred shall be replaced by the Company by depositing
such amount in the Distribution Account no later than the close of business
on
the Remittance Date immediately preceding the Distribution Account Deposit
Date
on which such funds are required to be distributed pursuant to this
Agreement.
The
Company shall be entitled to be reimbursed from the Protected Account for all
Advances of its own funds made pursuant to this Section as provided in Section
5.02. The obligation to make Advances with respect to any EMC Mortgage Loan
shall continue until such EMC Mortgage Loan is paid in full or the related
Mortgaged Property or related REO Property has been liquidated or until the
purchase or repurchase thereof (or substitution therefor) from the Trust Fund
pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section 6.01.
(b) If
the
Scheduled Payment on a Mortgage Loan that was due on a related Due Date and
is
delinquent other than as a result of application of the Relief Act and for
which
the Company or the Servicer was required to make an Advance pursuant to this
Agreement or the GMACM Servicing Agreement exceeds the amount deposited in
the
Master Servicer Collection Account which shall be used for an Advance with
respect to such Mortgage Loan, the Master Servicer will deposit in the Master
Servicer Collection Account not later than the Distribution Account Deposit
Date
immediately preceding the related Distribution Date an amount equal to such
deficiency, net of the Master Servicing Fee and the Servicing Fee for such
Mortgage Loan except to the extent the Master Servicer determines any such
Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds
or
future payments on the Mortgage Loan for which such Advance was made. Subject
to
the foregoing, the Master Servicer shall continue to make such Advances through
the date that the Company or the Servicer is required to do so under this
Agreement or the GMACM Servicing Agreement, as applicable. If applicable, on
the
Distribution Account Deposit Date, the Master Servicer shall present an
Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects
not to make an Advance in a stated amount and (ii) detailing the reason it
deems
the advance to be nonrecoverable. The Master Servicer may rely on any
non-recoverability determination of the Company or the Servicer.
Subject
to and in accordance with the provisions of Article IX hereof, in the event
the
Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, shall be obligated to make such Advance, subject to the
provisions of this Section 6.01.
Section
6.02 Compensating
Interest Payments.
(a) In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to any
EMC
Mortgage Loan, the Company shall, to the extent of the Servicing Fee for such
Distribution Date, remit to the Master Servicer for deposit into the Master
Servicer Collection Account, as a reduction of the Servicing Fee for such
Distribution Date, no later than the close of business on the Remittance Date
immediately preceding such Distribution Date, an amount equal to such Prepayment
Interest Shortfall; and in case of such deposit, the Company shall not be
entitled to any recovery or reimbursement from the Depositor, the Trustee,
the
Seller, the Master Servicer, the Securities Administrator, the Trust Fund or
the
Certificateholders.
(b) The
Master Servicer shall enforce the obligation of the Company or the Servicer
under this Agreement or the GMACM Servicing Agreement to remit any required
Compensating Interest to the Master Servicer Collection Account on the
Remittance Date.
(c) The
Master Servicer shall be required to remit the amount of any such Prepayment
Interest Shortfalls required to be paid by the related Servicer pursuant to
Section 6.02(a), to the extent of the Master Servicing Compensation for such
Distribution Date, in the event the Company or the Servicer fails to do
so.
Section
6.03 REMIC
Distributions.
On
each Distribution Date, the Securities Administrator shall be deemed to have
allocated distributions to the REMIC Regular Interests and the REMIC III Regular
Interests in accordance with Section 6.07 hereof.
Section
6.04 Distributions.
(a) Subject
to Section 4.12(c), on each Distribution Date, an amount equal to the Interest
Funds for each Loan Group and Principal Funds for each Loan Group for such
Distribution Date shall be withdrawn by the Securities Administrator to the
extent of any such funds in the Distribution Account and distributed in the
following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) From
Interest Funds in respect of:
(i) Loan
Group I, to the Class I-A Certificates, the Current Interest and any Interest
Carry Forward Amount for such Class; and
(ii) Loan
Group II, to the Class II-A Certificates, the Current Interest and any Interest
Carry Forward Amount for such Class;
(B) From
Interest Funds in respect of:
(i) Loan
Group I, to the Class II-A Certificates, the remaining Current Interest, if
any,
and the remaining Interest Carry Forward Amount, if any, for such Class, in
each
case to the extent not paid pursuant to clause (1)(A)(ii) above;
(ii) Loan
Group II, to the Class I-A Certificates, the remaining Current Interest, if
any,
and the remaining Interest Carry Forward Amount, if any, for such Class, in
each
case to the extent not paid pursuant to clause (1)(A)(i) above;
(C) From
remaining Interest Funds in respect of both Loan Groups, sequentially, to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class
B-1
Certificates, in that order, the Current Interest for each such
Class.
Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount will be applied as Excess Cashflow and distributed pursuant
to
clauses (a)(4)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any related Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated as set forth in the definition of “Current Interest”
herein.
(2) Principal
Funds, including any Extra Principal Distribution Amount, shall be distributed
in the following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
(i) To
the
Class A Certificates, the Principal Distribution Amount for such Distribution
Date to be distributed as follows:
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, to the Class
I-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(v) To
the
Class M-4 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(vi) To
the
Class M-5 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(vii) To
the
Class M-6 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero; and
(viii) To
the
Class B-1 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero.
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
(i) To
the
Class A Certificates, the Principal Distribution Amount for such Distribution
Date to be distributed as follows:
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, to the Class
I-A Certificates, the Class I-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balance thereof is reduced
to
zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, the Class II-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balance thereof is reduced
to
zero;
(ii) To
the
Class M-1 Certificates, from any remaining Principal
Distribution Amount for such Distribution Date, the Class M-1 Principal
Distribution Amount, until the Certificate Principal Balance thereof is reduced
to zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(v) To
the
Class M-4 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vi) To
the
Class M-5 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-5 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vii) To
the
Class M-6 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-6 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero; and
(viii) To
the
Class B-1 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class B-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero.
(3) Notwithstanding
the provisions of clauses (2)(A) and (B) above, if on any Distribution Date
the
Class A Certificates related to a Loan Group are no longer outstanding, the
pro
rata
portion
of the Group I Principal Distribution Amount or Group II Principal Distribution
Amount, as applicable, or the Class I-A Principal Distribution Amount or Class
II-A Principal Distribution Amount, as applicable, otherwise allocable to such
Class A Certificates will be allocated to the remaining Classes of Class A
Certificates pro
rata
in the
same manner and order of priority described above.
(4) Any
Excess Cashflow shall be distributed in the following manner and order of
priority:
(A) to
the
Class A Certificates, (a) first,
any
remaining Interest Carry Forward Amount due with respect to each such Class
to
the extent not fully paid pursuant to clause (a)(1) above and Section 4.12(d)
and (b) second,
any
Unpaid Realized Loss Amount for each such Class for such Distribution Date,
pro
rata,
in
accordance with the Applied Realized Loss Amount allocated to each such Class
to
the extent not fully paid pursuant to Section 4.12(d);
(B) from
any
remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6 and Class B-1 Certificates, in that order,
an
amount equal to the Interest Carry Forward Amount for each such Class for such
Distribution Date, to the extent not fully paid pursuant to Section
4.12(d);
(C) from
any
remaining Excess Cashflow otherwise distributable to the Class C Interest and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes
of Class A Certificates any Basis Risk Shortfall Carry Forward Amount for such
Classes for such Distribution Date, if any, on a pro
rata
basis,
based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
such Class, to the extent not fully paid pursuant to Section 4.12(d) and to
the
extent such amount exceeds the amounts then on deposit in the Reserve Fund,
and
(ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
Fund
Deposit;
(D) from
any
remaining Excess Cashflow otherwise distributable to the Class C Interest and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1
Certificates, sequentially in that order, any Basis Risk Shortfall Carry Forward
Amount for each such Class for such Distribution Date,
if any,
to
the
extent not fully paid pursuant to Section 4.12(d) and to the extent such amount
exceeds the amounts then on deposit in the Reserve Fund, and (ii) second, to
maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(E) from
any
remaining Excess Cashflow, first, to the Class A Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1
Certificates, in that order, the amount of Relief Act Shortfalls and any
Prepayment Interest Shortfalls allocated to such Classes of Certificates, to
the
extent not previously reimbursed;
(F) from
any
remaining Excess Cashflow, to the Swap Administrator for payment to the Swap
Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
owed by the Trust Fund (to the extent not paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust
Trustee);
(G) from
any
remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
an
amount equal to the Class C Distribution Amount reduced by amounts distributed
in clauses (C) and (D) above; and
(H) from
any
remaining Excess Cashflow to each of the Class R-1, Class R-2, Class R-3 and
Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each
Distribution Date, all amounts in respect of Prepayment Charges shall be
distributed to the Holders of the Class C Certificates, provided that such
distributions shall not be in reduction of the principal balance thereof.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
IO
Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, and such amount will be paid pursuant to Section
4.12(f).
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A, Class M or Class B Certificates has been reduced to zero, that Class of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
(b) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Company or the Servicer, as applicable, shall deposit such
funds
into the Protected Account pursuant to Section 5.01(b)(iii) or the GMACM
Servicing Agreement. If, after taking into account such Subsequent Recoveries,
the amount of a Realized Loss is reduced, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of
the
related Class of Certificates with the highest payment priority to which
Realized Losses have been allocated, but not by more than the amount of Realized
Losses previously allocated to that Class of Certificates pursuant to Section
6.05; provided, however, to the extent that no reductions to a Certificate
Principal Balance of any Class of Certificates currently exists as the result
of
a prior allocation of a Realized Loss, such Subsequent Recoveries will be
applied as Excess Cashflow. The amount of any remaining Subsequent Recoveries
will be applied to increase the Certificate Principal Balance of the Class
of
Certificates with the next highest payment priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 6.05, and so on. Holders of such Certificates will not be entitled
to
any payment in respect of Current Interest on the amount of such increases
for
any Interest Accrual Period preceding the Distribution Date on which such
increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Certificate of such Class in accordance with its
respective Percentage Interest.
(c) Subject
to Section 11.02 hereof respecting the final distribution, on each Distribution
Date the Securities Administrator shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Holder has so notified
the Securities Administrator at least 5 Business Days prior to the related
Record Date, or, if not, by check mailed by first class mail to such
Certificateholder at the address of such Holder appearing in the Certificate
Register. Notwithstanding the foregoing, but subject to Section 11.02 hereof
respecting the final distribution, distributions with respect to Certificates
registered in the name of a Depository shall be made to such Depository in
immediately available funds.
(d) On
or
before 5:00 p.m. Eastern time on the fourth Business Day immediately preceding
each Distribution Date (or at a time and date as is mutually agreed upon by
the
Securities Administrator and the Master Servicer), the Master Servicer shall
deliver the Remittance Report to the Securities Administrator.
Section
6.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans shall be allocated by the Securities
Administrator on each Distribution Date as follows: first, to Excess Spread
as
part of the payment in respect of the Extra Principal Distribution Amount for
such Distribution Date; second, to the Class C Interest and Class C
Certificates, until the Certificate Principal Balance or Uncertificated
Principal Balance thereof, as applicable, has been reduced to zero; third,
to
the Class B-1 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; fourth, to the Class M-6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the related Class of Class A Certificates, until the Certificate Principal
Balance thereof has been reducted to zero; and fourteenth, to the unrelated
Class of Class A Certificates, until the Certificate Principal Balance thereof
has been reduced to zero. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof
by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or the Class C Interest
on any Distribution Date shall be made by reducing the Certificate Principal
Balance or Uncertificated Principal Balance thereof by the amount so allocated;
any allocation of Realized Losses to the Excess Spread shall be made by reducing
the amount otherwise payable in respect of the Class C Interest and the Class
C
Certificates pursuant to clause (G) of Section 6.04(a)(4).
Once
Realized Losses have been allocated to a Class of Class A, Class M or Class
B
Certificates, such amounts with respect to such Certificates will no longer
accrue interest nor will such amounts in respect of interest be reinstated
thereafter.
As
used herein, an allocation of a Realized Loss on a “pro rata basis” among two or
more specified Classes of Certificates means an allocation on a pro rata basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) (i) All
Realized Losses on the Mortgage Loans in Loan Group I shall be allocated on each
Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-45-B, starting with the lowest numerical denomination until the
Uncertificated Principal Balance of each such REMIC I Regular Interest has
been
reduced to zero, provided that, for REMIC I Group I Regular Interests with
the
same numerical denomination, such Realized Losses shall be allocated
pro
rata
between
such REMIC I Regular Interests. All Realized Losses on the Mortgage Loans in
Loan Group II shall be allocated on each Distribution Date to REMIC I Regular
Interest II-1-A through REMIC I Regular Interest II-45-B, starting with the
lowest numerical denomination until the Uncertificated Principal Balance of
each
such REMIC I Regular Interest has been reduced to zero, provided that, for
REMIC
I Group II Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated pro
rata
between
such REMIC I Regular Interests.
(ii) The
REMIC
II Marker Percentage of all Realized Losses on the Mortgage Loans shall be
allocated on each Distribution Date to the following REMIC II Regular Interests
in the following specified percentages: first, to Uncertificated Accrued
Interest payable to REMIC II Regular Interest AA and REMIC II Regular Interest
ZZ up to an aggregate amount equal to the REMIC II Interest Loss Allocation
Amount (without duplication of shortfalls allocated pursuant to Section 1.02),
98.00% and 2.00%, respectively; second, to the Uncertificated Principal Balances
of REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an
aggregate amount equal to the REMIC II Principal Loss Allocation Amount, 98.00%
and 2.00%, respectively; third, to the Uncertificated Principal Balances of
REMIC II Regular Interest AA, REMIC II Regular Interest B-1 and REMIC II Regular
Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC II Regular Interest B-1 has been reduced to zero;
fourth, to the Uncertificated Principal Balances of REMIC II Regular Interest
AA, REMIC II Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
REMIC II Regular Interest M-6 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-5 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-5 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-4 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-4 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-3 has been reduced to zero; eighth,
to
the Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC
II
Regular Interest M-2 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-2 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-1 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-1 has been
reduced to zero; tenth, to the Uncertificated Principal Balance of REMIC II
Regular Interest II-AA, 98.00%, to the Uncertificated Principal Balances of
the
related REMIC II Regular Interests I-A and II-A, 1.00% on a pro
rata
basis,
and to the Uncertificated Principal Balance of REMIC II Regular Interest II-ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC II Regular
Interests I-A and II-A have been reduced to zero; and eleventh, to the
Uncertificated Principal Balance of REMIC II Regular Interest II-AA, 98.00%,
to
the Uncertificated Principal Balances of the unrelated REMIC III Regular
Interests I-A and II-A,1.00% on a pro
rata
basis,
and to the Uncertificated Principal Balance of REMIC II Regular Interest II-ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC II Regular
Interests I-A and II-A have been reduced to zero.
(iii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated on each Distribution Date after all distributions have been
made on each Distribution Date first, so as to keep the Uncertificated Principal
Balance of each REMIC II Regular Interest ending with the designation “Grp”
equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group; second, to each REMIC II Regular Interest ending
with
the designation “Sub”, so that the Uncertificated Principal Balance of each such
REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group over
(y) the current Certificate Principal Balance of the Class A Certificates
related to such Loan Group (except that if any such excess is a larger number
than in the preceding distribution period, the least amount of Realized Losses
shall be applied to such REMIC II Regular Interests such that the REMIC II
Subordinated Balance Ratio is maintained); and third, to REMIC II Regular
Interest XX.
Section
6.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Securities Administrator shall prepare and
make
available to each Holder of Certificates, the Trustee, the Swap Provider, the
Master Servicer and the Depositor a statement setting forth for the
Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general distribution dates;
(ii) the
total
cash flows received and the general sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the Company or the Servicer for the
related Due Period;
(iv) the
amount of the related distribution to Holders of the Class A, Class M and Class
B Certificates (by class) allocable to principal, separately identifying (A)
the
aggregate amount of any Principal Prepayments included therein, (B) the
aggregate of all scheduled payments of principal included therein and (C) the
Extra Principal Distribution Amount (if any);
(v) the
amount of such distribution to Holders of the Class A, Class M and Class B
Certificates allocable to interest and the portion thereof (if any), provided
by
the Swap Agreement and the amount of coverage remaining;
(vi) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for the Class A, Class M and Class B Certificates (if any);
(vii) the
Pass-Through Rate for each Class of Class A, Class M and Class B Certificates
with respect to the current Accrual Period, and, if applicable, whether such
Pass-Through Rate was limited by the related Net
WAC
Cap Rate;
(viii) the
Certificate Principal Balance of the Class A, Class M and Class B Certificates
before and after giving effect (i) to all distributions allocable to principal
on such Distribution Date and (ii) the allocation of any Applied Realized Loss
Amounts for such Distribution Date;
(ix) the
number and Stated Principal Balance of all the Mortgage Loans for such
Distribution Date, together with updated pool composition information including
the following: weighted average mortgage rate and weighted average remaining
term;
(x) the
aggregate amount of Advances included in the distribution on such Distribution
Date (including the general purpose of such Advances), the aggregate amount
of
unreimbursed Advances as of the end of the Due Period, and the general source
of
funds for reimbursements;
(xi) the
number and aggregate Stated Principal Balance of the Mortgage Loans (A)
Delinquent, exclusive of Mortgage Loans in foreclosure, (1) 30 days Delinquent,
(2) 60 days Delinquent and (3) 90 days or more Delinquent, (B) in foreclosure
and Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days
or
more Delinquent, in each case as of the close of business on the last day of
the
calendar month preceding such Distribution Date and (C) in bankruptcy and
delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or
more Delinquent, in each case as of the close of business on the last day of
the
calendar month preceding such Distribution Date;
(xii) the
amount of, if any, of excess cashflow or excess spread and the application
of
such excess cashflow;
(xiii) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the end of the prior calendar month;
(xiv) whether
a
Trigger Event exists;
(xv) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers as more completely
described in the prospectus supplement and whether the trigger was
met;
(xvi) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the prior calendar month;
(xvii) the
cumulative Realized Losses through the end of the preceding month;
(xviii) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class C Certificates allocable to Prepayment Charges;
(xix) the
Sixty-Day Plus Delinquency Percentage
(xx) if
applicable, material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the preceding calendar month or that
have become material over time;
(xxi) material
breaches of Mortgage Loan representations or warranties or transaction
covenants;
(xxii) the
amount of the Prepayment Charges remitted by the master servicer and the amount
on deposit in
the
reserve fund;
(xxiii) the
amount of any Net Swap Payment payable to the Trust, any Net Swap Payment
payable to the Swap Provider, any Swap Termination Payment payable to the Trust
and any Swap Termination Payment payable to the Swap Provider;
(xxiv) information
regarding any new issuance of securities backed by the same asset pool, any
pool
asset changes, such as additions or removals of Mortgage Loans from the Trust
Fund, if applicable;
(xxv) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the Trust
Fund; and
(xxvi) each
Mortgage Loan that has been released to the Class X Certificateholder pursuant
to Section 6.01.
The
Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund that it will notify the Securities
Administrator five calendar days before each Distribution Date, and if no such
notification occurs, the Securities Administrator has no obligation to report
with respect to (xxv). The Depositor covenants to the Securities Administrator
that there will be no new issuance of securities backed by the same asset pool,
so the Securities Administrator will only be responsible in (xxiv) above for
reporting any pool asset changes, such as additions or removals of Mortgage
Loans from the Trust Fund.
The
foregoing information and reports shall be prepared and determined by the
Securities Administrator based solely on Mortgage Loan data provided to the
Securities Administrator by the Master Servicer (in a format agreed to by the
Securities Administrator and the Master Servicer) no later than four (4)
Business Days (or at a time and date as is mutually agreed upon by the
Securities Administrator and the Master Servicer), prior to the Distribution
Date. In preparing or furnishing the foregoing information, the Securities
Administrator shall be entitled to rely conclusively on the accuracy of the
information or data regarding the Mortgage Loans and the related REO Property
that has been provided to the Securities Administrator by the Master Servicer,
and the Securities Administrator shall not be obligated to verify, recompute,
reconcile or recalculate any such information or data. The Securities
Administrator shall be entitled to conclusively rely on the Mortgage Loan data
provided by the Master Servicer and shall have no liability for any errors
in
such Mortgage Loan data.
The
Securities Administrator will make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to the parties hereto, the Certificateholders, the Swap
Provider and each Rating Agency via the Securities Administrator’s internet
website. The Securities Administrator’s internet website shall initially be
located at xxx.xxxxxxxx.xxx.
Assistance in using the website can be obtained by calling the Securities
Administrator at (000) 000-0000. Parties that are unable to use the above
distribution option are entitled to have a paper copy mailed to them via first
class mail by calling the Securities Administrator and indicating such. The
Securities Administrator shall have the right to change the way such statements
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.
(b) The
Securities Administrator’s responsibility for making the above information
available to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Master Servicer, the Company
and the Servicer. The Securities Administrator will make available a copy of
each statement provided pursuant to this Section 6.06 to each Rating Agency
on
its website at xxx.xxxxxxxx.xxx.
(c) Within
a
reasonable period of time after the end of each calendar year, the Securities
Administrator shall cause to be furnished upon written request to each Person
who at any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(iv) and (a)(v) of this
Section 6.06 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the
Securities Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Securities
Administrator pursuant to any requirements of the Code as from time to time
in
effect.
(d) The
Securities Administrator shall furnish quarterly to the Holders of the Residual
Certificates each applicable Form 1066Q and shall respond promptly to written
requests made not more frequently than quarterly by any Holder of a Residual
Certificate with respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
class of Regular Interests and Residual Interests created hereunder and on
the
related Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the related Mortgage Loans, based on the
Prepayment Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the related Mortgage Loans, together with each constant yield
to maturity used in computing the same;
(v) The
treatment of losses realized with respect to the related Mortgage Loans or
the
Regular Interests created hereunder, including the timing and amount of any
cancellation of indebtedness income of a REMIC with respect to such Regular
Interests or bad debt deductions claimed with respect to the related Mortgage
Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 10.12.
Section
6.07 REMIC
Designations and REMIC Distributions.
(a) The
Securities Administrator on behalf of the Trustee shall elect that each of
REMIC
I, REMIC II, REMIC III, REMIC IV and REMIC V shall be treated as a REMIC under
Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement
or in the administration of this Agreement shall be resolved in a manner that
preserves the validity of such REMIC elections. The assets of REMIC I shall
include the Mortgage Loans and all interest owing in respect of and principal
due thereon, the Distribution Account, the Master Servicer Collection Account,
the Protected Accounts maintained by the Company and the Servicer, any REO
Property, any proceeds of the foregoing and any other assets related to the
Mortgage Loans subject to this Agreement (other than the Reserve Fund, any
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral Account and any rights or obligations in respect of the Swap
Administration Agreement). The REMIC I Regular Interests shall constitute the
assets of REMIC II. The REMIC II Regular Interests shall constitute the assets
of REMIC III. The Class C Interest shall constitute the assets of REMIC IV.
The
Class IO Interest shall constitute the assets of REMIC V.
(1) On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Group I Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests I-1-A through I-45-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group I, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests I-1-A through I-45-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balances of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(2) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Group II Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group II, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests II-1-A through II-45-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group II, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balances of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group
II
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(3) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
shall be deemed distributed to the REMIC I Regular Interests, pro
rata, provided
that such amounts shall not reduce the Uncertificated Principal Balances of
the
REMIC I Regular Interests.
(c) (1) On
each
Distribution Date, the following amounts with respect to all Loan Groups, in
the
following order of priority, shall be distributed by REMIC II to REMIC III
on
account of the REMIC II Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-2 Certificates, as the
case may be:
(i) from
Interest Funds and Principal Funds for all Loan Groups, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC II Regular Interest IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the REMIC II Marker Allocation Percentage of the Interest Funds and
Principal Funds for all Loan Groups, in each case determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of each REMIC II Regular
Interest (other than REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp,
XX
and IO), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
shall
be reduced when the REMIC II Overcollateralization Amount is less than the
REMIC
II Required Overcollateralization Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC II Regular
Interest for which a Class A, Class M or Class B Certificate is the
Corresponding Certificate in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by such amount;
(iii) to
the
extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds
and
Principal Funds for all Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of REMIC II Regular Interest
1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC
II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro
rata,
an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interests
1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO) in an amount equal to the REMIC II Marker
Allocation Percentage of the remainder of the Interest Funds and Principal
Funds
for all Loan Groups, in each case determined without regard to the related
clause (2)(ii) of the definitions thereof, for such Distribution Date after
the
distributions made pursuant to clauses (i), (ii) and (iii) above, allocated
as
follows:
(A) 98%
of
such remainder to the holders of REMIC II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero; and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-2 Certificates; and
(v) to
the
holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation
Percentage of the remainder of the Interest Funds and Principal Funds for all
Loan Groups, in each case determined without regard to the related clause
(2)(ii) of the definitions thereof, after the distributions made pursuant to
clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated
Principal Balance of each REMIC II Regular Interest ending with the designation
“Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group; second, to each REMIC II Regular Interest
ending with the designation “Sub”, so that the Uncertificated Principal Balance
of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current Certificate Principal Balance of the Class A
Certificates related to such Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that
the
REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular
Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; and fourth, any remaining amount to the Holders
of
the Class R-2 Certificates.
(2) On
each
Distribution Date, 100% of the Prepayment Charges deemed distributed on the
REMIC I Regular Interests shall be distributed, pro
rata, to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
IO), provided that such amounts shall not reduce the Uncertificated Principal
Balances of the REMIC II Regular Interests.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC III to the
holders of each REMIC III Regular Interest the ownership of which is represented
by the Class A, Class M and Class B Certificates at a pass-through rate equal
to
the lesser of (i) the Pass-Through Rate for the Corresponding Certificate
determined without regard to the related Net WAC Cap Rate and (ii) the Net
WAC
Cap Rate for the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for such Distribution Date, in
each
case on a principal balance equal to the Certificate Principal Balance of the
Corresponding Certificate for such Distribution Date. For the avoidance of
doubt, principal shall be payable to, and shortfalls, losses and prepayments
shall be allocable to, the REMIC III Regular Interests the ownership of which
is
represented by the Class A, Class M and Class B Certificates as such amounts
are
payable and allocable to the Corresponding Certificates.
(e) On
each
Distribution Date, an amount equal to the aggregate amount distributed pursuant
to Sections 6.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class C Distribution Amount
distributable to the Class C Interest, and 100% of the Prepayment Charges deemed
distributed on the REMIC II Regular Interests shall be deemed distributed from
REMIC III to REMIC IV in respect of the Class C Interest.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO on such date shall be deemed distributed by REMIC III to REMIC
V in
respect of the Class IO Interest. Such amounts shall be deemed distributed
by
REMIC V in respect of REMIC V Regular Interest IO for deposit into the
Supplemental Interest Trust.
ARTICLE
VII
THE
CERTIFICATES
Section
7.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-6. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
Class
|
Minimum
Denomination
|
Integral
Multiple
in
Excess
of
Minimum
|
Original
Certificate
Principal
Balance or Notional Amount
|
|||
I-A
|
$
|
100,000
|
$
|
1.00
|
$
|
138,227,000.00
|
II-A
|
$
|
100,000
|
$
|
1.00
|
$
|
20,226,000.00
|
M-1
|
$
|
100,000
|
$
|
1.00
|
$
|
10,882,000.00
|
M-2
|
$
|
100,000
|
$
|
1.00
|
$
|
12,103,000.00
|
M-3
|
$
|
100,000
|
$
|
1.00
|
$
|
4,775,000.00
|
M-4
|
$
|
100,000
|
$
|
1.00
|
$
|
4,996,000.00
|
M-5
|
$
|
100,000
|
$
|
1.00
|
$
|
4,775,000.00
|
M-6
|
$
|
100,000
|
$
|
1.00
|
$
|
3,664,000.00
|
B-1
|
$
|
100,000
|
$
|
1.00
|
$
|
3,887,000.00
|
C
|
10%
|
1%
|
$
|
222,079,641.17(1)
|
||
X
|
100%
|
N/A
|
|
N/A
|
||
R-1
|
100%
|
N/A
|
N/A
|
|||
R-2
|
100%
|
N/A
|
N/A
|
|||
R-3
|
100%
|
N/A
|
N/A
|
|||
RX
|
100%
|
N/A
|
N/A
|
(1) This
is a
Notional Amount.
The
Class
X Certificates will be issued as a single Certificate and will not have a have
Certificate Principal Balance. The Certificates shall be executed by manual
or
facsimile signature on behalf of the Securities Administrator by an authorized
officer. Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures were affixed, authorized to sign
on
behalf of the Securities Administrator shall bind the Securities Administrator,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or
did
not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the countersignature
of the Securities Administrator by manual signature, and such countersignature
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date, the Securities Administrator shall authenticate the Certificates to be
issued at the written direction of the Depositor, or any affiliate
thereof.
The
Depositor shall provide, or cause to be provided, to the Securities
Administrator on a continuous basis, an adequate inventory of Certificates
to
facilitate transfers.
Section
7.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Securities Administrator shall maintain, or cause to be maintained in accordance
with the provisions of Section 7.09 hereof, a Certificate Register for the
Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and
to
such reasonable regulations as it may prescribe, the Securities Administrator
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration
of
Transfer of any Certificate, the Securities Administrator shall authenticate
and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and of like aggregate Percentage
Interest.
At
the option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities
Administrator.
Whenever any Certificates are so surrendered for exchange, the Securities
Administrator
shall execute, authenticate, and deliver the Certificates that the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of Transfer or exchange shall be
accompanied by a written instrument of Transfer in form satisfactory to the
Securities
Administrator
duly executed by the holder thereof or his attorney duly authorized in
writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Securities
Administrator
in accordance with the Securities
Administrator’s
customary procedures.
(b) Subject
to Section 7.07 and, in the case of any Global Certificate or Private
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Securities Administrator maintained for such purpose, the
Securities Administrator shall sign, countersign and shall deliver, in the
name
of the designated transferee or transferees, a new Certificate of a like Class
and aggregate Percentage Interest, but bearing a different number.
(c) Subject
to Section 7.02(g), so long as a Global Certificate of such Class is outstanding
and is held by or on behalf of the Depository, transfers of beneficial interests
in such Global Certificate, or transfers by Holders of Individual Certificates
of such Class to transferees that take delivery in the form of beneficial
interests in the Global Certificate, may be made only in accordance with this
Section 7.02(c) and in accordance with the rules of the Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Securities Administrator shall register such transfer only upon compliance
with
the provisions of Section 7.02(h).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Securities Administrator shall register such transfer only upon
compliance with the provisions of Section 7.02(h).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Securities Administrator shall register such transfer if
the
transferee has provided the Securities Administrator with a Rule 144A and
Related Matters Certificate or comparable evidence as to its QIB
status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB.
(d) Subject
to Section 7.02(g), an exchange of a beneficial interest in a Global Certificate
of a Class for an Individual Certificate or Certificates of such Class, an
exchange of an Individual Certificate or Certificates of a Class for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding and
is held by or on behalf of the Depository) may be made only in accordance with
this Section 7.02(d) and in accordance with the rules of the
Depository:
(i) A
Holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
Holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Securities Administrator a Rule
144A and Related Matters Certificate or comparable evidence as to its QIB
status.
(iii) A
Holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(e) (i)Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Securities Administrator shall cancel such Individual Certificate and shall
(or shall request the Depository to) endorse on the schedule affixed to the
applicable Global Certificate (or on a continuation of such schedule affixed
to
the Global Certificate and made a part thereof) or otherwise make in its books
and records an appropriate notation evidencing the date of such exchange or
transfer and an increase in the certificate balance of the Global Certificate
equal to the certificate balance of such Individual Certificate exchanged or
transferred therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Securities Administrator shall (or shall request the Depository
to)
endorse on the schedule affixed to such Global Certificate (or on a continuation
of such schedule affixed to such Global Certificate and made a part thereof)
or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this Section 7.02,
the
Holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 7.01 above or any integral multiple of $1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Securities Administrator in the case of transfer and a written request for
exchange in the case of exchange. The Holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Securities Administrator
in
writing of a request for transfer or exchange of such beneficial interest for
an
Individual Certificate or Certificates. Following a proper request for transfer
or exchange, the Securities Administrator shall, within a reasonable time period
of such request made at the Corporate Trust Office, sign, countersign and
deliver at the Corporate Trust Office, to the transferee (in the case of
transfer) or Holder (in the case of exchange) or send by first class mail at
the
risk of the transferee (in the case of transfer) or Holder (in the case of
exchange) to such address as the transferee or Holder, as applicable, may
request, an Individual Certificate or Certificates, as the case may require,
for
a like aggregate Percentage Interest and in such authorized denomination or
denominations as may be requested. The presentation for transfer or exchange
of
any Individual Certificate shall not be valid unless made at the Corporate
Trust
Office by the registered Holder in person, or by a duly authorized
attorney-in-fact.
(h) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities Act
and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee and
the Securities Administrator in writing the facts (or shall be deemed to certify
in the case of a Book-Entry Certificate) surrounding the Transfer by (x)(i)
the
delivery to the Securities Administrator by the Certificateholder desiring
to
effect such transfer of a certificate substantially in the form set forth in
Exhibit D (the “Transferor Certificate”) and (ii) the delivery by the
Certificateholder’s prospective transferee of (A) a letter in substantially the
form of Exhibit E (the “Investment Letter”) if the prospective transferee is an
Institutional Accredited Investor or (B) a letter in substantially the form
of
Exhibit F (the “Rule 144A and Related Matters Certificate”) if the prospective
transferee is a QIB or (y) there shall be delivered to the Trustee and the
Securities Administrator an Opinion of Counsel addressed to the Trustee and
the
Securities Administrator that such Transfer may be made pursuant to an exemption
from the Securities Act, which Opinion of Counsel shall not be an expense of
the
Depositor, the Seller, the Master Servicer, the Securities
Administrator
or the
Trustee; provided,
however,
that
such representation letters will not be required in connection with any transfer
of any such Certificate by the Depositor to an affiliate of the Depositor and
the Trustee and the Securities Administrator shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee or the
Securities Administrator, shall be a written representation) from the Depositor
of the status of such transferee as an affiliate of the Depositor.
Notwithstanding the provisions of the immediately preceding sentence, no
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form of a
beneficial interest in the Global Certificate of such Class provided that each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient
to
establish that it is a QIB. The Securities Administrator shall provide to any
Holder of a Private Certificate and any prospective transferee designated by
any
such Holder, information regarding the Certificates and the Mortgage Loans
and
such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee, the Securities
Administrator and the Master Servicer shall cooperate with the Depositor in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Seller, the Securities Administrator and the Master Servicer against any
liability that may result if the Transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of any Class C Certificate shall be made unless the proposed transferee
of such Class C Certificate (1) provides to the Securities Administrator the
appropriate tax certification form that would eliminate any withholding or
deduction for taxes from amounts payable by the Swap Provider, pursuant to
the
Interest Rate Swap Agreement, to the Swap Administrator on behalf of the
Supplemental Interest Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX,
X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with
any applicable attachments) and (2) agrees to update such form (a) upon
expiration of any such form, (b) as required under then applicable U.S. Treasury
regulations and (c) promptly upon learning that such form has become obsolete
or
incorrect, each as a condition to such transfer. In addition, no transfer of
any
Class C Certificate shall be made if such transfer would cause the Supplemental
Interest Trust to be beneficially owned by two or more persons for federal
income tax purposes, or continue to be so treated, unless (i) each proposed
transferee of such Class C Certificate complies with the foregoing conditions,
and (ii) the proposed majority holder of the Class C Certificates (or each
holder, if there is or would be no majority holder) (A) provides, or causes
to
be provided, on behalf of the Supplemental Interest Trust, if applicable, to
the
Securities Administrator, the appropriate tax certification form that would
be
required from the Supplemental Interest Trust to eliminate any withholding
or
deduction for taxes from amounts payable by the Swap Provider, pursuant to
the
Interest Rate Swap Agreement, to the Swap Administrator on behalf of the
Supplemental Interest Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX,
X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with
any applicable attachments) and (B) agrees to update such form (x) upon
expiration of any such form, (y) as required under then applicable U.S. Treasury
regulations and (z) promptly upon learning that such form has become obsolete
or
incorrect. If, under applicable U.S. Treasury regulations, such tax
certification form may only be signed by a trustee acting on behalf of the
Supplemental Interest Trust, then the Supplemental Interest Trust Trustee shall
sign such certification form if so requested by a holder of the Class C
Certificates. Upon receipt of any tax certification form pursuant to the
preceding conditions from a holder of any Class C Certificate, the Securities
Administrator shall forward such tax certification form to the Supplemental
Interest Trust Trustee. The Supplemental Interest Trust Trustee shall forward
such tax certification form provided to it to the Swap Provider. Each holder
of
a Class C Certificate and each transferee thereof shall be deemed to have
consented to the Supplemental Interest Trust Trustee forwarding to the Swap
Provider any tax certification form it has provided and updated in accordance
with these transfer restrictions.
Any
purported sales or transfers of any Class C Certificate to a transferee which
does not comply with the requirements of this paragraph shall be deemed null
and
void under this Agreement.
The
Securities Administrator shall be entitled to rely conclusively on any
certificate required by this Section 7.02 to be executed in connection with
the
transfer of any Certificate, and shall be entitled to presume conclusively
the
continuing accuracy thereof from time to time, in each case without further
inquiry or investigation.
The
Securities Administrator shall not be responsible for ascertaining whether
any
transfer complies with, or for otherwise monitoring or determining compliance
with, the requirements or terms of the 1933 Act, applicable state securities
laws, ERISA or the Code; except that if a Certificate is required by the terms
of this Section 7.02 to be provided to the Securities Administrator by a
prospective transferor or transferee, the Securities Administrator shall examine
the same to determine whether it conforms substantially on its face to the
applicable requirements of this Section 7.02 and that if an opinion of counsel
is provided, the Securities Administrator shall examine the same to determine
whether it meets the requirements hereof.
No
Transfer of an ERISA Restricted Certificate shall be made at any time unless
either (i) the transferee of such Certificate provides a representation, or
is
deemed to represent in the case of a Global Certificate, to the Securities
Administrator acceptable to and in form and substance satisfactory to the
Securities Administrator to the effect that such transferee is not a Plan,
or a
Person acting on behalf of a Plan or using the assets of a Plan, or (ii) in
the
case of any such Certificate presented for registration in the name of a Plan,
or a trustee of a Plan or any other person acting on behalf of a Plan, the
Securities Administrator shall have received an Opinion of Counsel for the
benefit of the Trustee, the Securities Administrator and the Master Servicer
and
on which they may rely, satisfactory to the Securities Administrator, to the
effect that the purchase and holding of such Certificate are permissible under
applicable law, will not result in any prohibited transactions under ERISA
or
Section 4975 of the Code and will not subject the Trustee, the Securities
Administrator, the Master Servicer or the Depositor to any obligation in
addition to those expressly undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Securities Administrator,
the Master Servicer or the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA Restricted Certificate
to or
on behalf of a Plan without the delivery of the Opinion of Counsel as described
above shall be void and of no effect; provided that the restriction set forth
in
this sentence shall not be applicable if there has been delivered to the Trustee
and the Securities Administrator an Opinion of Counsel meeting the requirements
of clause (ii) of the first sentence of this paragraph. Neither the Trustee,
the
Securities Administrator nor the Master Servicer shall be required to monitor,
determine or inquire as to compliance with the transfer restrictions with
respect to any ERISA Restricted Certificate that is a Book-Entry Certificate,
and neither the Trustee nor the Master Servicer shall have any liability for
transfers of any such Book-Entry Certificates made through the book-entry
facilities of any Depository or between or among participants of the Depository
or Certificate Owners made in violation of the transfer restrictions set forth
herein. Neither the Trustee, the Securities Administrator nor the Master
Servicer shall be under any liability to any Person for any registration of
transfer of any ERISA Restricted Certificate that is in fact not permitted
by
this Section 7.02(h) or for making any payments due on such Certificate to
the
Holder thereof or taking any other action with respect to such Holder under
the
provisions of this Agreement.
Prior
to
the termination of the related Supplemental Interest Trust, no Transfer of
a
related Class A Certificate shall be made unless either (i) the Securities
Administrator shall have received a representation from the transferee of
such Certificate acceptable to and in form and substance satisfactory to the
Securities Administrator, or is deemed to represent in the case of a Global
Certificate, that such transferee is not an employee benefit plan subject to
Section 406 of ERISA or a plan subject to Section 4975 of the Code (either
a
"Plan"), or a Person acting on behalf of a Plan or using the assets a Plan,
or
(ii) the transferee provides a representation, or is deemed to represent in
the
case of the Global Certificate that (A) such plan is an accredited investor
within the meaning of the Exemption and (B) the proposed transfer or holding
of
such Certificate are eligible for exemptive relief under PTCE 84-14, XXXX 00-00,
XXXX 00-0, XXXX 95-60 or PTCE 96-23.
Each
beneficial owner of a related Class M Certificate or Class B Certificate or
any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either
(i)
it is not a Plan or investing with "Plan Assets" or (ii) (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an "insurance company general account," as such term is
defined in PTCE 95-60, and (3) the conditions in Section I of PTCE 95-60 have
been satisfied.
Neither
the Trustee, the Securities Administrator nor the Master Servicer will be
required to monitor, determine or inquire as to compliance with the transfer
restrictions with respect to the Global Certificates. Any attempted or purported
transfer of any Certificate in violation of the provisions of this Section
7.02
shall be void ab initio and such Certificate shall be considered to have been
held continuously by the prior permitted Certificateholder. Any transferor
of
any Certificate in violation of such provisions, shall indemnify and hold
harmless the Trustee, the Securities Administrator and the Master Servicer
from
and against any and all liabilities, claims, costs or expenses incurred by
the
Trustee, the Securities Administrator or the Master Servicer as a result of
such
attempted or purported transfer. Neither the Securities Administrator shall
have
any liability for transfer of any such Global Certificates in or through
book-entry facilities of any Depository or between or among Depository
Participants or Certificate Owners made in violation of the transfer
restrictions set forth herein. The Securities Administrator shall be entitled,
but not obligated, to recover from any Holder of any ERISA Restricted
Certificate that was in fact a Plan or a Person acting on behalf of a Plan
at
the time it became a Holder or, at such subsequent time as it became a Plan
or
Person acting on behalf of a Plan, all payments made on such ERISA Restricted
Certificate at and after either such time. Any such payments so recovered by
the
Securities Administrator shall be paid and delivered by the Securities
Administrator to the last preceding Holder of such Certificate that is not
a
Plan or Person acting on behalf of a Plan.
(i) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Securities
Administrator
of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Securities
Administrator
shall
not register the Transfer of any Residual Certificate unless, in addition to
the
certificates required to be delivered to the Securities
Administrator
under
subsection (b) above, the Securities
Administrator and the Depositor
shall
have been furnished with an affidavit and agreement of the initial owner or
the
proposed transferee in the form attached hereto as Exhibit C (a “Transferee
Affidavit”) and an affidavit of the transferor in the form attached hereto as
Exhibit W (a “Transferor Affidavit”).
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual
Certificate or to cause the Transfer of an Ownership Interest in a Residual
Certificate to any other Person if it has actual knowledge that such Person
is
not a Permitted Transferee and (D) to provide the Securities Administrator
and
the Depositor with a Transferor Affidavit.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 7.02(i) shall be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 7.02(i), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. Neither the Securities Administrator nor the Trustee shall be
under
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 7.02(h) and this Section
7.02(i) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the Transfer was registered after receipt of the
related Transferee Affidavit and Transferor Affidavit. The Securities
Administrator shall be entitled but not obligated to recover from any Holder
of
a Residual Certificate that was in fact not a Permitted Transferee at the time
it became a Holder or, at such subsequent time as it became other than a
Permitted Transferee, all payments made on such Residual Certificate at and
after either such time. Any such payments so recovered by the Securities
Administrator
shall be
paid and delivered by the Securities Administrator to the last preceding
Permitted Transferee of such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Securities
Administrator,
all
information necessary to compute any tax imposed under Section 860E(e) of the
Code as a result of a Transfer of an Ownership Interest in a Residual
Certificate to any Holder who is not a Permitted Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
7.02(i) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Securities Administrator of an Opinion of Counsel addressed
to
the Securities Administrator, which Opinion of Counsel shall not be an expense
of the Trustee, the Securities Administrator, the Seller or the Master Servicer
to the effect that the elimination of such restrictions, or any Transfer of
a
Residual Certificate allowed by such elimination, will not cause REMIC I, REMIC
II, REMIC III, REMIC IV or REMIC V, as applicable, to fail to qualify as a
REMIC
at any time that the Certificates are outstanding or result in the imposition
of
any tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any Ownership Interest in a Residual Certificate hereby
consents to any amendment of this Agreement that, based on an Opinion of Counsel
addressed to the Securities Administrator and furnished to the Securities
Administrator, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and
(b)
to provide for a means to compel the Transfer of a Residual Certificate that
is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.
(j) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 7.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Seller, the Securities
Administrator
or the
Master Servicer.
Section
7.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a) any mutilated Certificate is surrendered to the Securities Administrator,
or
the Securities Administrator receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership thereof
and
(b) there is delivered to the Securities Administrator such security or
indemnity as may be required by them to save the Securities Administrator and
the Trustee harmless, then, in the absence of notice to the Securities
Administrator that such Certificate has been acquired by a bona fide purchaser,
the Securities Administrator shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest.
In
connection with the issuance of any new Certificate under this Section 7.03,
the
Securities Administrator may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and
any other expenses (including the fees and expenses of the Securities
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section 7.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Securities Administrator under the terms of this Section
7.03
shall be canceled and destroyed by the Securities Administrator in accordance
with its standard procedures without liability on its part.
Section
7.04 Persons
Deemed Owners.
The
Securities Administrator, the Trustee and any agent of the Securities
Administrator, the Trustee may treat the person in whose name any Certificate
is
registered as the owner of such Certificate for the purpose of receiving
distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Securities Administrator, the Trustee, nor any
agent
of the Securities Administrator or the Trustee shall be affected by any notice
to the contrary.
Section
7.05 Access
to
List of Certificateholders’ Names and Addresses.
If
three or more Certificateholders, or in the case of Book-Entry Certificates,
Certificate Owners (a) request such information in writing from the Securities
Administrator, (b) state that such Certificateholders or Certificate Owners
desire to communicate with other Certificateholders or Certificate Owners with
respect to their rights under this Agreement or under the Certificates, and
(c)
provide a copy of the communication that such Certificateholders or Certificate
Owners propose to transmit or if the Depositor or the Master Servicer shall
request such information in writing from the Securities Administrator, then
the
Securities Administrator shall, within ten Business Days after the receipt
of
such request, provide the Depositor, the Master Servicer or such
Certificateholders or Certificate Owners at such recipients’ expense the most
recent list of the Certificateholders of the Trust Fund held by the Securities
Administrator, if any. The Depositor and every Certificateholder and Certificate
Owner, by receiving and holding a Certificate, agree that the Securities
Administrator shall not be held accountable by reason of the disclosure of
any
such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.
Section
7.06 Book-Entry
Certificates.
The
Regular Certificates (other than the Class C Certificates), upon original
issuance, shall be issued in the form of one or more typewritten Certificates
representing the Book-Entry Certificates, to be delivered to the Depository
by
or on behalf of the Depositor. Such Certificates shall initially be registered
on the Certificate Register in the name of the Depository or its nominee, and
no
Certificate Owner of such Certificates will receive a definitive certificate
representing such Certificate Owner’s interest in such Certificates, except as
provided in Section 7.08. Unless and until definitive, fully registered
Certificates (“Definitive Certificates”) have been issued to the Certificate
Owners of such Certificates pursuant to Section 7.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor, the Securities
Administrator
and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of such
Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Securities
Administrator except to another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 7.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants;
(f) the
Securities
Administrator
may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants; and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
The
Private Certificates shall initially be held in fully registered certificated
form. If at any time the Holders of all of the Certificates of one or more
such
Classes request that the Securities Administrator cause such Class to become
Global Certificates, the Depositor (with the assistance of the Securities
Administrator) will take such action as may be reasonably required to cause
the
Depository to accept such Class or Classes for trading if it may legally be
so
traded. If at anytime there are to be Global Certificates, the Global
Certificates shall be delivered to the Depository by the Depositor or deposited
with the Securities Administrator as custodian for the Depository.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
Section
7.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Securities Administrator shall give all such notices
and
communications to the Depository.
Section
7.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Securities Administrator that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Depositor is unable to locate a qualified successor or
(b)
the Depositor, with the consent of Depository Participants, advises the
Securities Administrator that it elects to terminate the book-entry system
with
respect to such Certificates through the Depository, then the Securities
Administrator shall notify all Certificate Owners of such Certificates, through
the Depository, of the occurrence of any such event and of the availability
of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Securities Administrator with an adequate
inventory of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon surrender to the Securities Administrator of any such
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Securities Administrator shall countersign
and deliver such Definitive Certificates. Neither the Depositor nor the
Securities Administrator shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Securities Administrator to exchange or cause the exchange of the
Certificate Owner’s interest in such Class of Certificates for an equivalent
Voting Right in fully registered definitive form. Upon receipt by the Securities
Administrator of instructions from the Depository directing the Securities
Administrator to effect such exchange (such instructions to contain information
regarding the Class of Certificates and the Certificate Principal Balance being
exchanged, the Depository Participant account to be debited with the decrease,
the registered holder of and delivery instructions for the definitive
Certificate, and any other information reasonably required by the Securities
Administrator), (i) the Securities Administrator shall instruct the Depository
to reduce the related Depository Participant’s account by the aggregate
Certificate Principal Balance of the definitive Certificate, (ii) the Securities
Administrator shall execute, authenticate and deliver, in accordance with the
registration and delivery instructions provided by the Depository, a definitive
Certificate evidencing such Certificate Owner’s Voting Rights in such Class of
Certificates and (iii) the Securities Administrator shall execute and
authenticate a new Book-Entry Certificate reflecting the reduction in the
Certificate Principal Balance of such Class of Certificates by the amount of
the
definitive Certificates.
Section
7.09 Maintenance
of Office or Agency.
The
Securities Administrator will maintain or cause to be maintained at its expense
an office or offices or agency or agencies located at LaSalle Bank National
Association, 000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attn: Global Securities
and
Trust Services Group - SACO 07-2,
where
Certificates may be surrendered for registration of transfer or exchange. The
Securities Administrator initially designates its Corporate Trust Office, as
the
office for such purposes. The Securities Administrator will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.
ARTICLE
VIII
THE
DEPOSITOR, THE COMPANY AND THE MASTER SERVICER
Section
8.01 Liabilities
of the Depositor, the Company and the Master Servicer.
Each
of
the Depositor, the Company and the Master Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically imposed upon and
undertaken by it herein.
Section
8.02 Merger
or
Consolidation of the Depositor, the Company or the Master Servicer.
(a) Each
of
the Depositor, the Company and the Master Servicer will keep in full force
and
effect its existence, rights and franchises as a limited liability company
under
the laws of the state of its formation, a corporation under the laws of the
state of its incorporation or as a national banking association under federal
law, as applicable, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its duties under this Agreement.
(b) Any
Person into which the Depositor, the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor, the Company or the Master Servicer shall
be a party, or any Person succeeding to the business of the Depositor, the
Company or the Master Servicer, shall be the successor of the Depositor, the
Company or the Master Servicer hereunder, without the execution or filing of
any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
Section
8.03 Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (i) related to the Master Servicer’s failure to perform its duties in
compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
by
reason of the Master Servicer’s willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that
with
respect to any such claim or legal action (or pending or threatened claim or
legal action), the affected Indemnified Person shall have given the Master
Servicer and EMC written notice thereof promptly after such Person shall have
with respect to such claim or legal action knowledge thereof; provided, however
that the failure to give such notice shall not relieve the Master Servicer
of
its indemnification obligations hereunder except to the extent the Master
Servicer is prejudiced thereby. This indemnity shall survive the resignation
or
removal of the Trustee, Master Servicer or the Securities Administrator and
the
termination of this Agreement.
(b) The
Company agrees to indemnify the Indemnified Persons and to hold them harmless
from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
fees
and expenses that the Indemnified Persons may sustain in any way related to
(i)
the failure of the Company to perform in any way its duties hereunder and
service the EMC Mortgage Loans in strict compliance with the terms of this
Agreement, (ii) breach of any representation or warranty of the Company
contained herein or (iii) incurred by reason of the Company’s willful
misfeasance, bad faith or negligence in the performance of its duties hereunder
or by reason of reckless disregard of its obligations and duties hereunder.
The
Company shall immediately notify the Master Servicer and the Trustee if a claim
is made by a third party with respect to this Agreement or the EMC Mortgage
Loans, assume (with the consent of the Master Servicer and the Trustee and
with
counsel reasonably satisfactory to the Master Servicer and the Trustee) the
defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment
or
decree which may be entered against it or any Indemnified Person in respect
of
such claim but failure of the Company to give such notice shall not limit its
obligations hereunder. The Company agrees that it will not enter into any
settlement of any such claim without the consent of the Indemnified Persons
unless such settlement includes an unconditional release of such Indemnified
Persons from all liability that is the subject matter of such claim. The
provisions of this Section 8.03(b) shall survive termination of this
Agreement.
(c) EMC
will
indemnify any Indemnified Person for any loss, liability or expense of any
Indemnified Person not otherwise paid or covered pursuant to subsection (b)
above. Such indemnification shall survive termination of this
Agreement.
Section
8.04 Limitations
on Liability of the Depositor, the Company, the Master Servicer and
Others.
(a) Subject
to the obligation of the Company and the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 8.03, neither the Depositor, the
Company, the Master Servicer nor any of the directors, officers, employees
or
agents of the Depositor, the Company and the Master Servicer shall be under
any
liability to the Indemnified Persons, the Trust Fund or the Certificateholders
for taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Company, the Master Servicer
or any such Person against any breach of warranties or representations made
herein or any liability which would otherwise be imposed by reason of such
Person’s willful misfeasance, bad faith or gross negligence in the performance
of duties or by reason of reckless disregard of obligations and duties
hereunder.
(b) The
Depositor, the Company, the Master Servicer and the Securities Administrator
and
any of their respective directors, officers, employees or agents may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.
(c) The
Depositor, the Company, the Master Servicer, the Securities Administrator,
the
Trustee, the Custodian, LaSalle Bank National Association in its individual
capacity and any director, officer, employee or agent of the Depositor, the
Company, the Master Servicer, the Securities Administrator, the Trustee and
the
Custodian shall be indemnified by the Trust and held harmless thereby against
any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or related to, any claim or legal action
(including any pending or threatened claim or legal action) relating to, or
the
performance of their obligations under, this Agreement, the GMACM Assignment
Agreement, the Custodial Agreement, the Certificates or the GMACM Servicing
Agreement, other than (i) in the case of the Company, the Master Servicer or
the
Securities Administrator, any such loss, liability or expense related to the
Company’s or the Master Servicer’s or Securities Administrator’s failure to
perform its respective duties in compliance with this Agreement or (ii) in
the
case of the Company, the Master Servicer or the Securities Administrator, any
such loss, liability or expense incurred by reason of the Company’s or the
Master Servicer’s or the Securities Administrator’s willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder, or by reason
of reckless disregard of obligations and duties hereunder or under the Custodial
Agreement, as applicable, (iii) in the case of the Trustee, any such loss,
liability or expense incurred by reason of the Trustee’s willful misfeasance,
bad faith or negligence in the performance of its duties hereunder, or by reason
of its reckless disregard of obligations and duties hereunder and (iv) in the
case of the Custodian, any such loss, liability or expense incurred by reason
of
the Custodian’s willful misfeasance, bad faith or negligence in the performance
of its duties under the Custodial Agreement, or by reason of its reckless
disregard of obligations and duties thereunder. Such indemnification shall
survive termination of this Agreement.
(d) None
of
the Depositor, the Company, the Master Servicer or the Securities Administrator
shall be under any obligation to appear in, prosecute or defend any legal action
that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the
Master Servicer may in its discretion, undertake any such action which it may
deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom (except any loss, liability or expense incurred
by
reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
the
Master Servicer shall be entitled to be reimbursed therefor out of the Master
Servicer Collection Account as provided by Section 5.06. Nothing in this
Subsection 8.04(d) shall affect the Master Servicer’s obligation to master
service the Mortgage Loans pursuant to Section 4.01.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
(f) The
Master Servicer shall not be liable for any acts or omissions of the Company
or
the Servicer.
(g) The
Master Servicer may perform any of its duties hereunder or exercise its rights
hereunder either directly of through Affiliates, agents or
attorneys.
Section
8.05 Master
Servicer and Company Not to Resign.
(a) Except
as
provided in Section 8.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior consent
of
the Trustee (which
consent shall not be unreasonably withheld or delayed)
or (ii)
upon a determination that any such duties hereunder are no longer permissible
under applicable law and such impermissibility cannot be cured. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel, addressed to and delivered to, the Trustee.
No such resignation by the Master Servicer shall become effective until the
Trustee or a successor to the Master Servicer reasonably satisfactory to the
Trustee shall have assumed the responsibilities and obligations of the Master
Servicer in accordance with Section 9.02 hereof. The Trustee shall notify each
Rating Agency of the resignation of the Master Servicer.
(b) The
Company shall not resign from the obligations and duties hereby imposed on
it
except (i) upon the assignment of its servicing duties with respect to all
or a
portion of the EMC Mortgage Loans to an institution that is a Xxxxxx Xxx and
Xxxxxxx Mac approved seller/servicer in good standing that has a net worth
of
not less than $15,000,000 and with the prior written consent of the Master
Servicer (which consent shall not be unreasonably withheld or delayed) or (ii)
upon the determination that its duties hereunder are no longer permissible
under
applicable law and such incapacity cannot be cured by the Company. Any
determination permitting the resignation of the Company shall be evidenced
by an
Opinion of Counsel to such effect addressed to and delivered, to the Master
Servicer and the Trustee which Opinion of Counsel shall be in form and substance
acceptable to the Master Servicer and the Trustee. No appointment of a successor
to the Company shall be effective hereunder unless (a) the Rating Agencies
have
confirmed in writing that such appointment will not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, (b) such successor shall have represented that it is meets the
eligibility criteria set forth in clause (i) above, and (c) such successor
has
agreed to assume the obligations of the Company hereunder to the extent of
the
EMC Mortgage Loans to be serviced by such successor. The Company shall provide
a
copy of the written confirmation of the Rating Agencies and the agreement
executed by such successor to the Master Servicer and the Trustee. No such
resignation shall become effective until a qualified successor or the Master
Servicer shall have assumed the Company’s responsibilities and obligations
hereunder. The Company shall notify the Master Servicer, the Trustee and the
Rating Agencies of the resignation of the Company or the assignment of all
or a
portion of its servicing duties hereunder in accordance with this Section
8.05.
Section
8.06 Successor
Master Servicer.
In
connection with the appointment of any Successor Master Servicer or the
assumption of the duties of the Master Servicer, EMC or the Trustee may make
such arrangements for the compensation of such Successor Master Servicer out
of
payments on the Mortgage Loans as EMC or the Trustee and such Successor Master
Servicer shall agree. If the Successor Master Servicer does not agree that
such
market value is a fair price, such Successor Master Servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. In no event shall the compensation of any
Successor Master Servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.
Section
8.07 Sale
and
Assignment of Master Servicing.
The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in their entirety as Master Servicer under this Agreement and EMC
may terminate the Master Servicer without cause and select a new Master
Servicer; provided, however, that: (i) the purchaser or transferee accepting
such assignment and delegation (a) shall be a Person which shall be qualified
to
service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac; (b) shall have a net
worth
of not less than $15,000,000 (unless otherwise approved by each Rating Agency
pursuant to clause (ii) below) and meets the eligibility requirements herein
to
serve as Master Servicer and Securities Administrator; (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
responsibility, covenant and condition of the Master Servicer and the Securities
Administrator under this Agreement and the Custodial Agreement from and after
the effective date of such assumption agreement; (ii) each Rating Agency shall
be given prior written notice of the identity of the proposed successor to
the
Master Servicer and each Rating Agency’s rating of the Certificates in effect
immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer, the Securities Administrator and the Trustee; (iii) the Master
Servicer assigning and selling the master servicing shall deliver to the Trustee
an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee,
each stating that all conditions precedent to such action under this Agreement
have been satisfied and such action is permitted by and complies with the terms
of this Agreement; and (iv) in the event the Master Servicer is terminated
without cause by EMC, EMC shall pay, from its own funds and without any right
of
reimbursement, the terminated Master Servicer a termination fee equal to 0.25%
of the aggregate Stated Principal Balance of the Mortgage Loans at the time
the
master servicing of the Mortgage Loans is transferred to the successor Master
Servicer. No such assignment or delegation shall affect any liability of the
Master Servicer arising prior to the effective date thereof.
ARTICLE
IX
DEFAULT;
TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
Section
9.01 Events
of
Default.
“Event
of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Securities Administrator any
amounts received or collected by the Master Servicer in respect of the Mortgage
Loans and required to be remitted by it hereunder (other than any Advance),
which failure shall continue unremedied for one Business Day after the date
on
which written notice of such failure shall have been given to the Master
Servicer by the Trustee or the Depositor, or to the Trustee and the Master
Servicer by the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates; or
(ii) other
than with respect to clause (viii) below, any failure by the Master Servicer
to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in this Agreement or
any
breach of a representation or warranty by the Master Servicer, which failure
or
breach shall continue unremedied for a period of 60 days after the date on
which
written notice of such failure shall have been given to the Master Servicer
by
the Trustee or the Depositor, or to the Trustee and the Master Servicer by
the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive days;
or
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations; or
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 8.05 or 8.07;
(vii) The
Master Servicer fails to deposit or cause to be deposited in the Distribution
Account any Advance required to be made by the Master Servicer (other than
a
Nonrecoverable Advance) by 5:00 p.m. New York City time on the first Business
Day preceding the Distribution Date; or
(viii) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.16, 3.17 or 3.18.
If
an Event of Default shall occur, then, and in each and every such case, so
long
as such Event of Default shall not have been remedied, the Trustee may, and
at
the written direction of the Holders of Certificates evidencing not less than
25% of the Voting Rights evidenced by the Certificates, the Trustee shall in
the
case of any Event of Default described in clauses (i) through (vi) and clause
(viii) above, by notice in writing to the Master Servicer and the Swap Provider,
with a copy to each
Rating
Agency may,
terminate all of the rights and obligations (but not the liabilities) of the
Master Servicer (and the Securities Administrator if the Master Servicer and
the
Securities Administrator are the same entity) under this Agreement and in and
to
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. Notwithstanding
anything to the contrary contained in this Agreement, the Trustee shall only
terminate the Master Servicer for an Event of Default as described in clause
(viii) above upon direction from the Depositor. On
or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer (and, if applicable, the Securities
Administrator) hereunder, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the Trustee, or any Successor Master
Servicer appointed pursuant to Section 9.02 (a “Successor Master Servicer” and,
if applicable, “Successor Securities Administrator”). Such Successor Master
Servicer shall thereupon if such Successor Master Servicer is a successor to
the
Master Servicer, make any Advance required by Article IV, subject, in the case
of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the terminated Master Servicer and, if
applicable, the terminated Securities Administrator, as attorney- in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of
such
notice of termination, whether to complete the transfer and endorsement or
assignment of any Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect
any
obligation of the Master Servicer to pay amounts owed pursuant to Article VIII
or Article X. The Master Servicer and, if applicable, the Securities
Administrator agrees to cooperate with the Trustee in effecting the termination
of the Master Servicer’s and, if applicable, the Securities Administrator’s
responsibilities and rights hereunder, including, without limitation, the
transfer to the applicable Successor Master Servicer of all cash amounts which
shall at the time be credited to the Master
Servicer Collection Account
maintained pursuant to Section 5.05, or thereafter be received with respect
to
the applicable Mortgage Loans. The Trustee shall promptly notify
each
Rating
Agency
of the occurrence of an Event of Default actually
known to a Responsible Officer of the Trustee.
The Securities Administrator shall promptly notify the Trustee in writing of
the
occurrence of an Event of Default under clauses (i) or (vii) above.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan that was due prior to the notice terminating the
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which the Master Servicer
would have been entitled pursuant to Section 5.02 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which arose
prior to the termination of its activities hereunder.
Notwithstanding
the foregoing, if an Event of Default described in clause (vii) of this Section
9.01 shall occur, the Trustee shall, at the direction of the Depositor, by
notice in writing to the Master Servicer, which may be delivered by telecopy,
immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights
it
may have as a Holder of the Certificates or to reimbursement of monthly Advances
and other advances of its own funds, and the Trustee shall act as provided
in
Section 9.02 to carry out the duties of the Master Servicer, including the
obligation to make any monthly Advance the nonpayment of which was an Event
of
Default described in clause (vii) of this Section 9.01. Any such action taken
by
the Trustee must be prior to the distribution on the relevant Distribution
Date.
Section
9.02 Trustee
to Act; Appointment of Successor.
On
and after the time the Master Servicer receives a notice of termination pursuant
to Section 9.01 hereof the Trustee shall automatically become the successor
to
the Master Servicer with respect to the transactions set forth or provided
for
herein and after a transition period (not to exceed 90 days), shall be subject
to all the responsibilities, duties and liabilities relating thereto placed
on
the Master Servicer by the terms and provisions hereof; provided, however,
that
the
Company shall have the right to either (a) immediately assume the duties of
the
Master Servicer or (b) select a Successor Master Servicer;
provided, further, however that, pursuant to Article V hereof, the Trustee
in
its capacity as Successor Master Servicer shall be responsible for making any
Advances required to be made by the Master Servicer immediately upon the
termination of the Master Servicer and any such Advance shall be made on the
Distribution Date on which such Advance was required to be made by the
predecessor Master Servicer. Effective on the date of such notice of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnification that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses
of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding
the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if
it
is prohibited by applicable law from making Advances pursuant to Article VI
or
if it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
the
appointment of which does not adversely affect the then current rating of the
Certificates by each
Rating
Agency
as the successor to the Master Servicer hereunder in the assumption of all
or
any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Any Successor Master Servicer shall (i) be an institution that is
a
Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in good standing, that
has a
net worth of at least $15,000,000, and (ii) be willing to act as successor
servicer of any Mortgage Loans under this Agreement or the GMACM Servicing
Agreement with respect to which the Company or the Servicer has been terminated
as servicer, and shall have executed and delivered to the Depositor and the
Trustee an agreement accepting such delegation and assignment, that contains
an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than any liabilities
of the Master Servicer hereof incurred prior to termination of the Master
Servicer under Section 9.01 or as otherwise set forth herein), with like effect
as if originally named as a party to this Agreement, provided that each Rating
Agency shall have acknowledged in writing that its rating of the Certificates
in
effect immediately prior to such assignment and delegation will not be qualified
or reduced as a result of such assignment and delegation. If the Trustee assumes
the duties and responsibilities of the Master Servicer in accordance with this
Section 9.02, the Trustee shall not resign as Master Servicer until a Successor
Master Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall act in such capacity
as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of
payments on Mortgage Loans or otherwise as it and such successor shall agree;
provided that no such compensation unless agreed to by the Certificateholders
shall be in excess of that permitted the Master Servicer hereunder. The Trustee
and such successor shall take such action, consistent with this Agreement,
as
shall be necessary to effectuate any such succession. Neither the Trustee nor
any other Successor Master Servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused
by
the failure of the Master Servicer and the Securities Administrator to deliver
or provide, or any delay in delivering or providing, any monies, information,
documents or records to it.
The
costs and expenses of the Trustee in connection with the termination of the
Master Servicer, appointment of a Successor Master Servicer and, if applicable,
any transfer of master servicing, including, without limitation, all costs
and
expenses associated with the complete transfer of all master servicing data
and
the completion, correction or manipulation of such master servicing data as
may
be required by the Trustee to correct any errors or insufficiencies in the
master servicing data or otherwise to enable the Trustee or the Successor Master
Servicer to master service the Mortgage Loans properly and effectively, to
the
extent not previously paid by the terminated Master Servicer, shall be payable
to the Trustee pursuant to Section 10.05.
Section
9.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders, the Swap
Provider and to each Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and the Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
9.04 Waiver
of
Defaults.
The
Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing not less than 51% of the Voting Rights
may,
on behalf of all Certificateholders, waive any default by the Master Servicer
in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
remittances to the Securities Administrator. Upon any such waiver of a past
default, such default shall be deemed to cease to exist, and any Event of
Default arising therefrom shall be deemed to have been timely remedied for
every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived. The Trustee shall give notice of any such waiver to
each
Rating
Agency.
Section
9.05 Company
Default.
In
case one or more of the following events of default by the Company (each, a
“Company Default”) shall occur and be continuing, that is to say:
(i) any
failure by the Company to remit to the Master Servicer any payment including
any
Advance required to be made under the terms of this Agreement on any Remittance
Date; or
(ii) failure
on the part of the Company duly to observe or perform in any material respect
any other of the covenants or agreements on the part of the Company set forth
in
this Agreement (other than Sections 3.16, 3.17 or 3.18) on the part of the
Company set forth in this Agreement, the breach of which has a material adverse
effect and which continue unremedied for a period of sixty days (except that
such number of days shall be fifteen in the case of a failure to pay any premium
for any insurance policy required to be maintained under this Agreement and
such
failure shall be deemed to have a material adverse effect) after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Company by the Master Servicer; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Company and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty days;
or
(iv) the
Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
of
assets and liabilities or similar proceedings of or relating to the Company
or
of or relating to all or substantially all of its property; or
(v) the
Company shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) the
Company attempts to assign its right to servicing compensation hereunder or
the
Company attempts to sell or otherwise dispose of all or substantially all of
its
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof except
as
otherwise permitted herein; or
(vii) the
Company ceases to be qualified to transact business in any jurisdiction where
it
is currently so qualified, but only to the extent such non-qualification
materially and adversely affects the Company’s ability to perform its
obligations hereunder; or
(viii) failure
by the Company to duly perform, within the required time period, its obligations
under Section 3.16, Section 3.17 or Section 3.18;
then,
and in each and every such case, so long as a Company Default shall not have
been remedied, the Master Servicer, by notice in writing to the Company may,
in
addition to whatever rights the Master Servicer and the Trustee on behalf of
the
Certificateholders may have under Section 8.03 and at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Company under this Agreement and in and to the EMC
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. On or after the receipt by the Company of such written notice, all
authority and power of Company under this Agreement, whether with respect to
the
EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master
Servicer after a transition period (not to exceed 90 days). Upon written request
from the Master Servicer, the Company shall prepare, execute and deliver, any
and all documents and other instruments, place in the Master Servicer’s
possession all Mortgage Files relating to the EMC Mortgage Loans, and do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the EMC Mortgage Loans and related documents,
or
otherwise, at the Company’s sole expense. The Company agrees to cooperate with
the Master Servicer in effecting the termination of the Company’s
responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to its Protected Account or Escrow
Account or thereafter received with respect to the EMC Mortgage Loans or any
related REO Property.
The
costs and expenses of the Master Servicer in connection with the termination
of
the Company, appointment of a successor to the Company, and, if applicable,
any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Master Servicer or other successor to the Company to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Master Servicer
or such successor to service the related Mortgage Loans properly and
effectively, to the extent not previously paid by the terminated Company, shall
be payable to the Master Servicer or such successor pursuant to Section
5.07.
Section
9.06 Waiver
of
Company Defaults.
The
Master Servicer, may waive only by written notice any default by the Company
in
the performance of its obligations hereunder and its consequences. Upon any
such
waiver of a past default, such default shall cease to exist, and any Company
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived in writing.
ARTICLE
X
CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section
10.01 Duties
of
Trustee and the Securities Administrator.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred, and the Securities
Administrator each undertake to perform such duties and only such duties as
are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. If an Event of Default has occurred
and
has not been cured or waived, the Trustee shall exercise such of the rights
and
powers vested in it by this Agreement, and the same degree of care and skill
in
their exercise, as a prudent person would exercise under the circumstances
in
the conduct of such Person’s own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Trustee or the Securities Administrator pursuant to any
provision of this Agreement, the Trustee or the Securities Administrator,
respectively, shall examine them to determine whether they are, on their face,
in the form required by this Agreement; provided, however, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Master Servicer, the Company or
pursuant to any provision of this Agreement; provided, further, that neither
the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Securities Administrator shall make monthly distributions
and the final distribution to the Certificateholders from funds in the
Distribution Account as provided in Sections 6.04 and 11.01 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however,
that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of all
such Events of Default which may have occurred with respect to the Trustee
and
at all times with respect to the Securities Administrator, the duties and
obligations of the Trustee and the Securities Administrator shall be determined
solely by the express provisions of this Agreement, neither the Trustee nor
the
Securities Administrator shall be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee or the Securities Administrator and, in the absence of
bad
faith on the part of the Trustee or the Securities Administrator, respectively,
the Trustee or the Securities Administrator, respectively, may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee
or
the Securities Administrator, respectively, and conforming to the requirements
of this Agreement;
(ii) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for an error of judgment made in good faith by a Responsible Officer
or
Responsible Officers of the Trustee or the Securities Administrator,
respectively, unless it shall be proved that the Trustee or the Securities
Administrator, respectively, was negligent in ascertaining the pertinent
facts;
(iii) Neither
the Trustee nor the Securities Administrator shall be liable with respect to
any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the directions of the Holders of Certificates evidencing not less than
25%
of the aggregate Voting Rights of the Certificates (or such other percentage
as
specifically set forth herein), if such action or non-action relates to the
time, method and place of conducting any proceeding for any remedy available
to
the Trustee or the Securities Administrator, respectively, or exercising any
trust or other power conferred upon the Trustee or the Securities Administrator,
respectively, under this Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee shall have actual knowledge thereof. In the absence of such knowledge,
the Trustee may conclusively assume there is no such default or Event of
Default;
(v) The
Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held in the name of Trustee unless it is determined
by a court of competent jurisdiction in a non-appealable judgment that the
Securities Administrator’s gross negligence or willful misconduct was the
primary cause of such insufficiency (except to the extent that the Securities
Administrator is obligor and has defaulted thereon);
(vi) The
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held in the name of Trustee unless it is determined by a court of
competent jurisdiction in a non-appealable judgment that the Trustee’s gross
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vii) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
or the Securities Administrator be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Securities Administrator, respectively,
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(viii) None
of
the Securities Administrator, the Master Servicer, the Company, the Seller,
the
Depositor, the Trustee or the Custodian shall be responsible for the acts or
omissions of the other, it being understood that this Agreement shall not be
construed to render them partners, joint venturers or agents of one
another.
Neither
the Trustee nor the Securities
Administrator
shall be required to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there is reasonable ground for believing
that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it, and none of the provisions contained in this
Agreement shall in any event require the Trustee or the Securities
Administrator
to perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer or the Company hereunder, or GMACM under
the
GMACM Servicing Agreement. The Trustee is hereby authorized and directed to
enter into the GMACM Assignment Agreement.
(e) All
funds
received by the Securities Administrator and required to be deposited in the
Distribution Account pursuant to this Agreement will be promptly so deposited
by
the Securities Administrator.
Section
10.02 Certain
Matters Affecting the Trustee and the Securities Administrator.
(a) Except
as
otherwise provided in Section 10.01:
(i) The
Trustee and the Securities Administrator may rely and shall be protected in
acting or refraining from acting in reliance on any resolution or certificate
of
the Depositor, the Seller, the Company or the Master Servicer or the Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;
(iii) Neither
the Trustee nor the Securities Administrator shall be under any obligation
to
exercise any of the trusts or powers vested in it by this Agreement, other
than
its obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee or the Securities Administrator, as applicable, security or indemnity
reasonable to it against the costs, expenses and liabilities which may be
incurred therein or thereby. Nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default of
which a Responsible Officer of the Trustee has actual knowledge (which has
not
been cured or waived), to exercise such of the rights and powers vested in
it by
this Agreement, and to use the same degree of care and skill in their exercise,
as a prudent person would exercise under the circumstances in the conduct of
his
own affairs;
(iv) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Neither
the Trustee nor the Securities Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do
so
by Holders of Certificates evidencing not less than 25% of the aggregate Voting
Rights of the Certificates and provided that the payment within a reasonable
time to the Trustee or the Securities Administrator, as applicable, of the
costs, expenses or liabilities likely to be incurred by it in the making of
such
investigation is, in the opinion of the Trustee or the Securities Administrator,
as applicable, reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms of
this Agreement. The Trustee or the Securities Administrator may require
reasonable indemnity against such expense or liability as a condition to taking
any such action. The reasonable expense of every such examination shall be
paid
by the Certificateholders requesting the investigation;
(vi) The
Trustee and the Securities Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through Affiliates,
agents or attorneys; provided, however, that the Trustee may not appoint any
paying agent other than the Securities Administrator to perform any paying
agent
functions under this Agreement without the express written consent of the Master
Servicer, which consents will not be unreasonably withheld. Neither the Trustee
nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee’s or the Securities
Administrator’s agents or attorneys or paying agent appointed hereunder by the
Trustee or the Securities Administrator with due care and, when required, with
the consent of the Master Servicer;
(vii) Should
the Trustee or the Securities Administrator deem the nature of any action
required on its part to be unclear or ambiguous, the Trustee or the Securities
Administrator, respectively, may require prior to such action that it be
provided by the Depositor with reasonable further instructions; the right of
the
Trustee or the Securities Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and neither
the
Trustee nor the Securities Administrator shall not be accountable for other
than
its negligence or willful misconduct in the performance of any such
act;
(viii) Neither
the Trustee nor the Securities Administrator shall be required to give any
bond
or surety with respect to the execution of the trust created hereby or the
powers granted hereunder, except as provided in Section 10.07; and
(ix) Neither
the Trustee nor the Securities Administrator shall have any duty to conduct
any
affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by any Person pursuant to this Agreement, or
the
eligibility of any Mortgage Loan for purposes of this Agreement.
The
Securities Administrator is hereby directed by the Depositor, as Supplemental
Interest Trust Trustee and not in its individual capacity, on or before the
Closing Date, to enter into the Swap Agreement on behalf of the Supplemental
Interest Trust for the benefit of the Holders of the Class A, Class M and Class
B Certificateholders, in the form presented to it by the Depositor. The Swap
Administrator shall administer to, and hold, and receive and make all payments
under, the Swap Agreement on behalf of the Supplemental Interest Trust and
the
Supplemental Interest Trust Trustee in accordance with its terms and the
provisions of this Agreement and the Swap Administration Agreement. Neither
the
Supplemental Interest Trust Trustee nor the Swap Administrator shall have any
responsibility for the contents, adequacy or sufficiency of the Swap Agreement,
including, without limitation, any representations and warranties contained
therein. The Swap Agreement will be an asset of the Supplemental Interest Trust
but will not be an asset of any REMIC.
(b) The
Securities Administrator is hereby directed by the Depositor to execute and
deliver the Swap Administration Agreement (and any amendments or supplements
to
the Swap Administration Agreement as may be requested by the Majority Class
C
Certificateholder, regarding the distributions to be made to it or its designees
thereunder). Amounts payable by the Securities Administrator on any Distribution
Date to the Swap Administrator shall be paid by the Securities Administrator
as
provided herein. The Securities Administrator in its individual capacity shall
have no responsibility for any of the undertakings, agreements or
representations with respect to the Swap Agreement or the Swap Administration
Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Securities Administrator
hereunder shall also serve as Swap Administrator under the Swap Administration
Agreement and act as Supplemental Interest Trust Trustee under the Swap
Agreement. The Securities Administrator, the Swap Administrator and the
Supplemental Interest Trust Trustee are hereby directed by the Depositor to
execute and deliver the Swap Administration Agreement (and any amendments or
supplements to the Swap Administration Agreement as may be requested by the
Majority Class C Certificateholder, regarding the distributions to be made
to it
or its designees thereunder) and the Supplemental Interest Trust Trustee is
hereby directed to execute and deliver the Swap Agreement and to make the
representations required therein. The Swap Administrator shall not have any
liability for any failure or delay in payments to the Trust which are required
under the Swap Administration Agreement where such failure or delay is due
to
the failure or delay of the Swap Provider in making such payment to the Swap
Administrator. LaSalle Bank National Association in its individual capacity
and
as Swap Administrator, the Securities Administrator and the Supplemental
Interest Trust Trustee shall be entitled to be indemnified and held harmless
by
the Trust from and against any and all losses, claims, expenses or other
liabilities that arise by reason of or in connection with the performance or
observance by each of the Swap Administrator, the Securities Administrator
and
the Supplemental Interest Trust Trustee of its duties or obligations under
the
Swap Agreement or the Swap Administration Agreement, except to the extent that
the same is due to the Swap Administrator’s, the Securities Administrator’s or
the Supplemental Interest Trust Trustee’s gross negligence, willful misconduct
or fraud. Any Person appointed as successor trustee pursuant to Section 9.02
shall also be required to serve as successor Swap Administrator and successor
supplemental interest trust trustee under the Swap Agreement and the Swap
Administration Agreement.
Section
10.03 Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Securities
Administrator
on the Certificates) shall be taken as the statements of the Depositor, and
neither the Trustee nor the Securities Administrator shall have any
responsibility for their correctness. Neither the Trustee nor the Securities
Administrator makes any representation as to the validity or sufficiency of,
the
Certificates (other than the signature and countersignature of the Securities
Administrator on the Certificates), the Custodial Agreement or of any Mortgage
Loan. The Securities Administrator’s signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Securities Administrator and shall not constitute the Certificates
an obligation of the Securities Administrator in any other capacity. Neither
the
Trustee nor the Securities Administrator shall be accountable for the use or
application by the Depositor of any of the Certificates or of the proceeds
of
such Certificates, or for the use or application of any funds paid to the
Depositor with respect to the Mortgage Loans. Subject to Section 2.06, neither
the Trustee nor the Securities Administrator shall be responsible for the
legality or validity of this Agreement, the Custodial Agreement or any document
or instrument relating to this Agreement, the validity of the execution of
this
Agreement or of any supplement hereto or instrument of further assurance, or
the
validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. Neither the
Trustee nor the Securities Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability
to
generate the payments to be distributed to Certificateholders, under this
Agreement. Neither the Securities Administrator nor the Trustee shall be
responsible for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to the Trustee hereunder or to record this
Agreement.
Section
10.04 Trustee
and Securities Administrator May Own Certificates.
Each
of the Trustee and the Securities Administrator in its individual capacity
or in
any capacity other than as Trustee or the Securities Administrator hereunder
may
become the owner or pledgee of any Certificates with the same rights it would
have if it were not the Trustee or the Securities Administrator, as applicable,
and may otherwise deal with the parties hereto.
Section
10.05 Trustee’s
and Securities Administrator’s Fees and Expenses.
The
fees and expenses of the Trustee and the Securities Administrator shall be
paid
in accordance with a side letter agreement with the Master Servicer and at
the
expense of the Master Servicer. In addition, the Securities Administrator shall
be entitled to any investment income or any other benefits derived on amounts
on
deposit in the Distribution Account. In addition, the Trustee and the Securities
Administrator will be entitled to recover from the Distribution Account pursuant
to Section 5.07 all reasonable out-of-pocket expenses, disbursements and
advances and the expenses of the Trustee and the Securities Administrator,
respectively, incurred in the course of its respective engagement hereunder,
including without limitation in connection with any Event of Default, any breach
of this Agreement or any claim or legal action (including any pending or
threatened claim or legal action) incurred or made by the Trustee or the
Securities Administrator, respectively, in the administration of the trusts
hereunder (including the reasonable compensation, expenses and disbursements
of
its counsel) except any such expense, disbursement or advance as may arise
from
its negligence or intentional misconduct or which is the responsibility of
the
Certificateholders or the Trust Fund hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee and the Securities Administrator
shall recover such expenses, disbursements or advances from EMC and EMC hereby
agrees to pay such expenses, disbursements or advances upon demand. Such
compensation and reimbursement obligation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express
trust.
Section
10.06 Eligibility
Requirements for Trustee and Securities Administrator.
The
Trustee and any successor Trustee and the Securities Administrator and any
successor Securities Administrator shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of a state or the United States
of
America, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus and undivided profits of at least $50,000,000,
subject to supervision or examination by federal or state authority and rated
“Baa2” or higher by Xxxxx’x
with respect to any outstanding long-term unsecured unsubordinated debt, and,
in
the case of a successor Trustee or successor Securities Administrator other
than
pursuant to Section 10.10, rated in one of the two highest long-term debt
categories by each
Rating
Agency
or otherwise acceptable to each
Rating Agency.
The Trustee shall not be an Affiliate of the Master Servicer. If the Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the
purposes of this Section 10.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital
and
surplus) as set forth in its most recent report of condition so published.
In
case at any time the Trustee or the Securities Administrator, as applicable,
shall cease to be eligible in accordance with the provisions of this Section
10.06, the Trustee or the Securities Administrator shall resign immediately
in
the manner and with the effect specified in Section 10.08.
Section
10.07 Insurance.
The
Trustee
and the Securities Administrator, at their own expense,
shall
at all times (A) maintain and keep in full force and effect: (i) fidelity
insurance, (ii) theft of documents insurance and (iii) forgery insurance (which
may be collectively satisfied by a “Financial Institution Bond” and/or a
“Bankers’ Blanket Bond”) or (B) in the case of the Securities Administrator,
self insure if LaSalle Bank National Association maintains with any Rating
Agency the equivalent of a long term unsecured debt rating of “A”. All such
insurance shall be in amounts, with standard coverage and subject to
deductibles, as are customary for insurance typically maintained by banks or
their affiliates which act as custodians for investor-owned mortgage pools.
A
certificate of an officer of the Trustee or
the Securities Administrator
as to
the Trustee’s or
the Securities Administrator’s, respectively,
compliance with this Section 10.07 shall be furnished to any Certificateholder
upon reasonable written request.
Section
10.08 Resignation
and Removal of Trustee and Securities Administrator.
The
Trustee and the Securities Administrator may at any time resign (including,
in
the case of the Securities Administrator being affiliated with the Master
Servicer, in connection with the resignation or termination of the Master
Servicer) and be discharged from the Trust hereby created by giving written
notice thereof to the Depositor, the Swap Provider, the Seller, the Securities
Administrator (or the Trustee, if the Securities Administrator resigns) and
the
Master Servicer, with a copy to each
Rating
Agency.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor trustee or successor securities administrator, as applicable, (and
in the case of the Securities Administrator’s removal, the Trustee may appoint a
successor securities administrator) by written instrument, in triplicate, one
copy of which instrument shall be delivered to each of the resigning trustee
or
securities administrator, as applicable, and the successor trustee or securities
administrator, as applicable. If no successor trustee or successor securities
administrator shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee
or
Securities Administrator may petition any court of competent jurisdiction for
the appointment of a successor trustee or securities administrator.
If
at any time (i) the Trustee or the Securities Administrator shall cease to
be
eligible in accordance with the provisions of Section 10.06 hereof and shall
fail to resign after written request thereto by the Depositor, (ii) the Trustee
or the Securities Administrator shall become incapable of acting, or shall
be
adjudged as bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, or (iii)(A) a tax is imposed with respect to the
Trust Fund by any state in which the Trustee or the Securities Administrator
or
the Trust Fund is located, (B) the imposition of such tax would be avoided
by
the appointment of a different trustee or securities administrator and (C)
the
Trustee or the Securities Administrator, as applicable, fails to indemnify
the
Trust Fund against such tax, then the Depositor or the Master Servicer may
remove the Trustee or the Securities Administrator , as applicable, (and in
the
case of the Securities Administrator’s ineligibility, the Trustee may appoint a
successor securities administrator) and appoint a successor trustee or successor
securities administrator, as applicable, by written instrument, in multiple
copies, a copy of which instrument shall be delivered to the Trustee, the
Securities Administrator, the Master Servicer and the successor trustee or
successor securities administrator, as applicable.
The
Holders evidencing at least 51% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee or Securities Administrator
and
appoint a successor trustee or securities administrator by written instrument
or
instruments, in multiple copies, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered by the successor trustee or successor securities administrator
to
each of the Master Servicer, the Trustee or Securities Administrator so removed
and the successor trustee or securities administrator so appointed. Notice
of
any removal of the Trustee or Securities Administrator shall be given to each
Rating Agency by the related successor.
Any
resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor trustee or securities administrator pursuant to
any
of the provisions of this Section 10.08 shall become effective upon acceptance
of appointment by the successor trustee or securities administrator as provided
in Section 10.09 hereof.
Section
10.09 Successor
Trustee or Securities Administrator.
Any
successor trustee or securities administrator appointed as provided in Section
10.08 hereof shall execute, acknowledge and deliver to the Depositor, to its
predecessor trustee or predecessor securities administrator, as applicable,
and
the Master Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee or securities
administrator shall become effective and such successor trustee or securities
administrator without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or securities
administrator herein. Any
Person appointed as successor trustee pursuant to this Section 10.09 shall
also
be required to serve as successor supplemental interest trust trustee under
the
Swap Agreement and the Swap Administration Agreement.
No
successor trustee or securities administrator shall accept appointment as
provided in this Section 10.09 unless at the time of such acceptance such
successor trustee or securities administrator shall be eligible under the
provisions of Section 10.07 hereof and its appointment shall not adversely
affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee or securities administrator
as
provided in this Section 10.09, the successor trustee or securities
administrator shall mail notice of the succession of such trustee or securities
administrator hereunder to all Holders of Certificates. If the successor trustee
or securities administrator fails to mail such notice within ten days after
acceptance of appointment, the Depositor shall cause such notice to be mailed
at
the expense of the Trust Fund.
Section
10.10 Merger
or
Consolidation of Trustee or Securities Administrator.
Any
corporation, state bank or national banking association into which the Trustee
or the Securities Administrator may be merged or converted or with which it
may
be consolidated or any corporation, state bank or national banking association
resulting from any merger, conversion or consolidation to which the Trustee
or
the Securities Administrator shall be a party, or any corporation, state bank
or
national banking association succeeding to substantially all of the corporate
trust business of the Trustee or of the business of the Securities
Administrator, shall be the successor of the Trustee or the Securities
Administrator hereunder, provided that such corporation shall be eligible under
the provisions of Section 10.06 hereof without the execution or filing of any
paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
Section
10.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 10.11,
such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and
be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 10.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 10.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed (whether a Trustee hereunder or as a Successor Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in
any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
X.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section
10.12 Tax
Matters.
It
is intended that the Trust Fund shall constitute one or more REMICs, and that
the affairs of the Trust Fund shall be conducted so that each REMIC formed
hereunder qualifies as, a “real estate mortgage investment conduit” as defined
in and in accordance with the REMIC Provisions. In furtherance of such
intention, the Securities Administrator covenants and agrees that it shall
act
as agent for so long as it is also Master Servicer (and the Securities
Administrator is hereby appointed to act as agent) on behalf of the Trust Fund.
The Trustee and/or the Securities Administrator, as agent on behalf of the
Trust
Fund, shall do or refrain from doing, as applicable, the following: (a) the
Securities Administrator shall prepare and file, or cause to be prepared and
filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income
Tax Returns (Form 1066 or any successor form adopted by the Internal Revenue
Service) and prepare and file or cause to be prepared and filed with the
Internal Revenue Service and applicable state or local tax authorities income
tax or information returns for each taxable year with respect to each such
REMIC
containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations, or rules, and
furnish, or cause to be furnished, to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby, provided, however, for the avoidance of doubt, the Securities
Administrator shall not be responsible for preparing and filing or causing
to be
prepared and filed any income tax or information returns with respect to the
Class X Certificates; (b) the Securities Administrator shall apply for an
employer identification number with the Internal Revenue Service via a Form
SS-4
or other comparable method for each REMIC that is or becomes a taxable entity,
and within thirty days of the Closing Date, furnish or cause to be furnished
to
the Internal Revenue Service, on Forms 8811 or as otherwise may be required
by
the Code, the name, title, address, and telephone number of the Person that
the
Holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form,
and
update such information at the time or times in the manner required by the
Code
for the Trust Fund; (c) the Securities Administrator on behalf of the Trustee
shall make, or cause to be made elections, on behalf of each REMIC formed
hereunder to be treated as a REMIC on the federal tax return of such REMIC
for
its first taxable year (and, if necessary, under applicable state law); (d)
the
Securities Administrator shall prepare and forward, or cause to be prepared
and
forwarded, to the Certificateholders and to the Internal Revenue Service and,
if
necessary, state tax authorities, all information returns and reports as and
when required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) the Securities Administrator shall provide
information necessary for the computation of tax imposed on the transfer of
a
Residual Certificate to a Person that is not a Permitted Transferee, or an
agent
(including a broker, nominee or other middleman) of a Person that is not a
Permitted Transferee, or a pass-through entity in which a Person that is not
a
Permitted Transferee is the record holder of an interest (the reasonable cost
of
computing and furnishing such information may be charged to the Person liable
for such tax); (f) each of the Securities Administrator and the Trustee shall,
to the extent under its control, conduct the affairs of the Trust Fund at all
times that any Certificates are outstanding so as to maintain the status of
each
REMIC formed hereunder as a REMIC under the REMIC Provisions; (g) neither
the
Trustee nor the Securities Administrator shall knowingly or intentionally take
any action or omit to take any action that could (i) cause the termination
of
the REMIC status of any REMIC formed hereunder or (ii) result in the imposition
of a tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code);
(h) the Securities Administrator shall pay, from the sources specified in this
Section 10.12, the amount of any federal, state and local taxes, including
prohibited transaction taxes as described below, imposed on any REMIC formed
hereunder prior to the termination of the Trust Fund when and as the same shall
be due and payable (but such obligation shall not prevent the Securities
Administrator or any other appropriate Person from contesting any such tax
in
appropriate proceedings and shall not prevent the Securities Administrator
from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) the Trustee shall sign or cause to be signed federal,
state or local income tax or information returns or any other document prepared
by the Securities Administrator pursuant to this Section 10.12 requiring a
signature thereon by the Trustee; (j) the Securities Administrator shall
maintain records relating to each REMIC formed hereunder including but not
limited to the income, expenses, assets and liabilities of each such REMIC
and
adjusted basis of the Trust Fund property determined at such intervals as may
be
required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; (k) the Securities Administrator shall,
for federal income tax purposes, maintain books and records with respect to
the
REMICs on a calendar year and on an accrual basis; (l) none of the Trustee,
the
Master Servicer or the Securities Administrator shall enter into any arrangement
not otherwise provided for in this Agreement by which the REMICs will receive
a
fee or other compensation for services nor permit the REMICs to receive any
income from assets other than “qualified mortgages” as defined in Section
860G(a)(3) of the Code or “permitted investments” as defined in Section
860G(a)(5) of the Code; and (l) as and when necessary and appropriate, the
Securities Administrator, at the expense of the Trust Fund, shall represent
the
Trust Fund in any administrative or judicial proceedings relating to an
examination or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of any REMIC formed hereunder,
enter into settlement agreements with any governmental taxing agency, extend
any
statute of limitations relating to any tax item of the Trust Fund, and otherwise
act on behalf of each REMIC formed hereunder in relation to any tax matter
involving any such REMIC.
In
order to enable each of the Trustee and the Securities Administrator to perform
its duties as set forth herein, the Depositor shall provide, or cause to be
provided, to the Trustee or the Securities Administrator within 10 days after
the Closing Date all information or data that the Trustee or the Securities
Administrator requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee or the Securities Administrator promptly upon written request
therefor, any such additional information or data that the Trustee or the
Securities Administrator may, from time to time, request in order to enable
the
Trustee or the Securities Administrator to perform its duties as set forth
herein. The Depositor hereby indemnifies each of the Trustee and the Securities
Administrator for any losses, liabilities, damages, claims or expenses of the
Trustee or the Securities Administrator arising from any errors or
miscalculations of the Trustee or the Securities Administrator that result
from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Trustee or the Securities Administrator, as
applicable, on a timely basis.
In
the event that any tax is imposed on “prohibited transactions” of any of REMIC
I, REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2)
of
the Code, on the “net income from foreclosure property” of the Trust Fund as
defined in Section 860G(c) of the Code, on any contribution to any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to
Section 860G(d) of the Code, or any other tax is imposed, including, without
limitation, any federal, state or local tax or minimum tax imposed upon any
of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, and is not paid as otherwise
provided for herein, such tax shall be paid (i) by the Master Servicer or the
Securities Administrator, if any such tax arises out of or results from a breach
by the Master Servicer or the Securities Administrator of any of its obligations
under this Agreement, provided, however, in no event shall the Master Servicer
or the Securities Administrator have any liability (1) for any action or
omission that is taken in accordance with and compliance with the express terms
of, or which is expressly permitted by the terms of, this Agreement, (2) for
any
losses other than arising out of a negligent performance by the Master Servicer
or the Securities Administrator of its duties and obligations set forth herein,
or (3) for any special or consequential damages to Certificateholders (in
addition to payment of principal and interest on the Certificates), (ii) by
any
party hereto (other than the Master Servicer or the Securities Administrator)
to
the extent any such tax arises out of or results from a breach by such other
party of any of its obligations under this Agreement or (iii) in all other
cases, or in the event that any liable party hereto fails to honor its
obligations under the preceding clauses (i) or (ii), first, with amounts
otherwise to be distributed to the Class R Certificateholders (pro rata), and
second, with amounts otherwise to be distributed to the Holders of the following
other Certificates in the following order of priority: first, to the Class
B-1
Certificates, second, to the Class M-6 Certificates, third, to the Class M-5
Certificates, fourth, to the Class M-4 Certificates, fifth, to the Class M-3
Certificates, sixth, to the Class M-2 Certificates, seventh, to the Class M-1
Certificates, and eighth, to the Class A Certificates, on a pro rata basis.
Notwithstanding anything to the contrary contained herein, to the extent that
any taxes described in the preceding sentence are payable by the Holder of
any
such Certificates, the Securities Administrator is hereby authorized to retain
on any Distribution Date from the Holders of the Class R Certificates (and,
if
necessary, second, from the Holders of the other relevant Certificates in the
priority specified in the preceding sentence), funds otherwise distributable
to
such Holders in an amount sufficient to pay such taxes. The Securities
Administrator shall include in its Monthly Statement amounts allocated to the
relevant Certificates, taking into account the priorities described in the
second preceding sentence. The Securities Administrator shall promptly notify
in
writing the party liable for any such tax of the amount thereof and the due
date
for the payment thereof.
The
Trustee, the Master Servicer and the Securities Administrator each agree that,
in the event it should obtain any information necessary for the other party
to
perform its obligations pursuant to this Section 10.12, it will promptly notify
and provide such information to such other party.
Notwithstanding
the foregoing, with respect to the preparation and filing of tax returns in
the
event that the right to receive payments in respect of Basis Risk Shortfall
Carry Forward Amounts could be treated as a partnership among the Holders of
the
Class A, Class M, Class B and Class C Certificates, the Securities Administrator
shall not be required to prepare and file partnership tax returns on behalf
of
the Trust Fund or portion thereof unless it receives additional reasonable
compensation for the preparation of such filings and written notification from
either an officer or tax counsel for the Depositor recognizing the creation
of a
partnership for federal income tax purposes.
Notwithstanding
any other provision of this Agreement, the Securities Administrator shall comply
with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Securities
Administrator reasonably believes are applicable under the Code. The consent
of
Certificateholders shall not be required for such withholding. In the event
the
Securities Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant
to
federal withholding requirements, the Securities Administrator shall indicate
the amount withheld to such Certificateholders.
Notwithstanding
anything to the contrary in this Agreement, the Securities Administrator shall
not be obligated to perform any tax preparing, filing or reporting in connection
with the Class X Certificates.
For
the
avoidance of doubt, notwithstanding anything stated to the contrary herein,
none
of the Supplemental Interest Trust Trustee, the Swap Administrator, the Trustee
or the Securities Administrator shall have any responsibility for the
entity-level tax filing or tax preparation of the Supplemental Interest
Trust.
Section
10.13 REMIC-Related
Covenants.
For
as
long as each REMIC shall exist, the Trustee and the Securities Administrator
shall act in accordance herewith to assure continuing treatment of such REMIC
as
a REMIC, and the Trustee and the Securities Administrator shall comply with
any
directions of the Seller, the Company, the Servicer or the Master Servicer
to
assure such continuing treatment. In furtherance, but not in limitation, of
the
foregoing, neither the Trustee nor the Securities Administrator shall (unless
otherwise expressly permitted in this Agreement) (a) sell or permit the sale
of
all or any portion of the Mortgage Loans or of any investment of deposits in
an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee and the Securities Administrator
has
received a REMIC Opinion addressed to the Securities Administrator and the
Trustee prepared at the expense of the Trust Fund; (b) other than with respect
to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section
2.03 of this Agreement, as applicable, accept any contribution to any REMIC
after the Startup Day without receipt of a REMIC Opinion; or (c) acquire any
assets for any REMIC other than any REO Property after the Startup Day without
receipt of a REMIC Opinion.
ARTICLE
XI
TERMINATION
Section
11.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(i) Subject
to Section 11.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Securities Administrator, the Seller and the Trustee
created hereby with respect to the Trust Fund shall terminate upon the earlier
of (a) the exercise by the Majority Class C Certificateholder of its right
to
purchase all of the Mortgage Loans (and REO Properties) remaining in the Trust
Fund at a price (the “Mortgage Loan Purchase Price”) equal to the sum of (i)
100% of the Stated Principal Balance of each Mortgage Loan (other than in
respect of REO Property), (ii) accrued interest thereon at the applicable
Mortgage Rate to, but not including, the first day of the month of such
purchase, (iii) the appraised value of any REO Property in the Trust Fund (up
to
the Stated Principal Balance of the related Mortgage Loan), such appraisal
to be
conducted by an appraiser mutually agreed upon by the Servicer or the Company,
as applicable, and the Trustee and (iv) unreimbursed out-of pocket costs of
the
Company, the Servicer or the Master Servicer, including unreimbursed Servicing
Advances and the principal portion of any unreimbursed Advances made on the
Mortgage Loans prior to the exercise of such repurchase right (v) any
unreimbursed costs and expenses of the Trustee and the Securities Administrator
payable pursuant to Section 10.05 or of the Custodian pursuant to the Custodial
Agreement and (vi) any
Swap
Termination Payment (which shall include any Net Swap Payment payable by the
Trust Fund for the final Distribution Date) payable to the Swap Provider which
remains unpaid or which is due to the exercise of such option (the “Swap
Optional Termination Payment”) and
(b)
the later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement.
In
no event shall the Trust Fund created hereby continue beyond the earlier of
(i)
the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States
to
the Court of St. Xxxxx, living on the date hereof and (ii) the Latest Possible
Maturity Date.
(ii) The
Majority Class C Certificateholder shall have the right to repurchase all
Mortgage Loans and REO Properties at any time at which the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund is less than
or
equal to 20% of the aggregate Cut-off Date Principal Balance of all of the
Mortgage Loans. If
the
Majority Class C Certificateholder elects to terminate the Trust Fund pursuant
to this Section 11.01 (such termination, an “Optional Termination”), the
Majority Class C Certificateholder shall, at least 20
days
prior to the last date on which notice of such Optional Termination is required
to be mailed to the Certificateholders pursuant to Section 11.02(ii), notify
in
writing (which may be in electronic format) the Depositor, the Master Servicer,
the Securities Administrator, the Trustee and the Swap Provider of the final
Distribution Date on which the Majority Class C Certificateholder intends to
terminate the Trust Fund. Upon termination of the Trust Fund, the
Certificateholders shall present and surrender the related Certificates at
the
Corporate Office of the Securities Administrator, as further set forth in
Section 11.02.
(iii) In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to the Section
11.01(ii), the Securities Administrator shall, no later than 4:00 pm New York
City time on such day, request from the Swap Provider the amount of the
Estimated Swap Termination Payment. The Swap Provider shall, no later than
2:00
pm on the following Business Day, notify in writing (which may be in electronic
format) the Securities Administrator of the amount of the Estimated Swap
Termination Payment, and the Securities Administrator shall promptly on the
same
day notify the Majority Class C Certificateholder of the amount of the Estimated
Swap Termination Payment.
(iv) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 11.01(ii), (i) the Majority Class
C Certificateholder
shall,
no
later than 1:00 pm New
York
City time on such Business Day, deposit funds in the Distribution Account in
an
amount equal to the sum of the Mortgage Loan Purchase Price (other than the
Swap
Optional Termination Payment) and the Estimated Swap Termination Payment, and
(ii) if the Securities Administrator shall have determined that the aggregate
Stated Principal Balance of all of the Mortgage Loans in the Trust Fund as
of
the related Determination Date is less than or equal to 20%
of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans
and that
all other requirements of the Optional Termination have been met, including
without limitation the deposit required pursuant to the immediately preceding
clause (i) as well as the requirements specified in Section 11.03, then the
Securities Administrator shall, on such Business Day, provide written notice
to
the Majority Class C Certificateholder, the Depositor, the Master Servicer,
the
Custodian and the Swap Provider confirming (a) its receipt of the Mortgage
Loan
Purchase Price (other than the Swap Optional Termination Payment) and the
Estimated Swap Termination Payment and (b) that all other requirements of the
Optional Termination have been met. Upon the Securities Administrator’s
providing the notice described in the preceding sentence, the Optional
Termination shall become irrevocable, the notice to Certificateholders of such
Optional Termination provided pursuant to Section 11.02(ii) shall become
unrescindable, the Swap Provider shall determine the Swap Optional Termination
Payment in accordance with the Swap Agreement, and the Swap Provider shall
provide to the Securities Administrator written notice of the amount of the
Swap
Optional Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section
11.01(ii).
(v) In
connection with any Optional Termination, only an amount equal to the Mortgage
Loan Purchase Price less any Swap Optional Termination Payment shall be made
available for distribution to the Regular Certificates. Any Estimated Swap
Termination Payment deposited into the Distribution Account by the Majority
Class C Certificateholder shall be withdrawn by the Securities Administrator
from the Distribution Account on the final Distribution Date and distributed
as
follows: (i) to the Supplemental Interest Trust for payment to the Swap Provider
in accordance with Section 4.12(c), an amount equal to the Swap Optional
Termination Amount calculated pursuant to the Swap Agreement, provided that,
in
no event shall the amount distributed to the Swap Provider in respect of the
Swap Optional Termination Amount exceed the Estimated Swap Termination Payment,
and (ii) to the Majority Class C Certificateholder, an amount equal to the
excess, if any, of the Estimated Swap Termination Payment over the Swap Optional
Termination Payment. The Swap Optional Termination Payment shall not be part
of
any REMIC and shall not be paid into any account which is part of any REMIC.
(vi) Upon
receipt by the Custodian of notice from the Securities Administrator pursuant
to
Section 11.01(iv) and the receipt by the Custodian of a Request for Release
therefor, the Custodian shall promptly release to the Master Servicer, as
applicable the Mortgage Files for the Mortgage Loans and the Trustee shall
execute and deliver any documents prepared and delivered to it which are
necessary to transfer any REO Property.
(vii)
Notwithstanding
the foregoing, the provisions of Section 8.03 hereof shall survive the
termination of this Agreement.
Section
11.02 Final
Distribution on the Certificates.
(i) If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Master Servicer Collection Account, the Master Servicer
shall direct the Securities Administrator to send a final distribution notice
promptly to each Certificateholder or (ii) the Securities Administrator
determines that a Class of Certificates shall be retired after a final
distribution on such Class, the Securities Administrator shall notify the
related Certificateholders within five (5) Business Days after such
Determination Date that the final distribution in retirement of such Class
of
Certificates is scheduled to be made on the immediately following Distribution
Date. Any final distribution made pursuant to the immediately preceding sentence
shall be made only upon presentation and surrender of the Certificates at the
Corporate Office of the Securities Administrator.
(ii) Notice
of any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Securities
Administrator by letter to Certificateholders mailed not later than two Business
Days after the Determination Date in the month of such final distribution.
Any
such notice shall specify (a) the Distribution Date upon which final
distribution on the Certificates shall be made upon presentation and surrender
of Certificates at the office therein designated, (b) the amount of such final
distribution, (c) the location of the office or agency at which such
presentation and surrender must be made and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being
made
only upon presentation and surrender of the Certificates at the office therein
specified. The Securities Administrator will give such notice to each Rating
Agency at the time such notice is given to Certificateholders.
(iii) In
the event such notice is given, the Master Servicer shall cause all funds in
the
Master Servicer Collection Account to be remitted to the Securities
Administrator for deposit in the Distribution Account on the second Business
Day
prior to the applicable Distribution Date in an amount equal to the final
distribution in respect of the Certificates. Upon such final deposit with
respect to the Trust Fund and the receipt by the Custodian of a Request for
Release therefor, the Custodian shall promptly release to the Master Servicer,
as applicable the Mortgage Files for the Mortgage Loans and the Trustee shall
execute and deliver any documents prepared and delivered to it which are
necessary to transfer any REO Property.
(iv) Upon
presentation and surrender of the Certificates, the Securities Administrator
shall cause to be distributed to Certificateholders of each Class in accordance
with the Remittance Report the amounts allocable to such Certificates held
in
the Distribution Account in the order and priority set forth in Section 6.04
hereof on the final Distribution Date and in proportion to their respective
Percentage Interests.
(v) In
the event that any affected Certificateholders shall not surrender Certificates
for cancellation within six months after the date specified in the above
mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Securities
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of
the
funds and other assets that remain a part of the Trust Fund. If within one
year
after the second notice all related Certificates shall not have been surrendered
for cancellation, the related Residual Certificateholders shall be entitled
to
all unclaimed funds and other assets of the Trust Fund that remain subject
hereto.
Section
11.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class C Certificateholder of its purchase option as
provided in Section 11.01, the Trust Fund shall be terminated in accordance
with
the following additional requirements, unless each of the Trustee and the
Securities Administrator have been supplied with an Opinion of Counsel addressed
to the Trustee and the Securities Administrator, at the expense of the Majority
Class C Certificateholder, to the effect that the failure of the Trust Fund
to
comply with the requirements of this Section 11.03 will not (i) result in the
imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The
Majority Class C Certificateholder shall establish a 90-day liquidation period
for REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V and notify the Trustee
and Securities Administrator thereof, and the Securities Administrator shall
in
turn specify the first day of such period in a statement attached to the tax
returns for REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V pursuant to
Treasury Regulation Section 1.860F-1. The Majority Class C Certificateholder
shall satisfy all the requirements of a qualified liquidation under Section
860F
of the Code and any regulations thereunder with respect to each REMIC related
to
the terminated Trust Fund, as evidenced by an Opinion of Counsel addressed
to
the Securities Administrator and the Trustee obtained at the expense of the
Majority Class C Certificateholder;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Securities Administrator on behalf of the
Trustee shall sell all of the assets of REMIC I for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Securities
Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Residual Certificates all cash on hand (other
than cash retained to meet claims), and REMIC I shall terminate at that
time.
(b) By
their
acceptance of the Certificates (other than the Class X Certificates), the
Holders thereof hereby authorize the adoption of a 90-day liquidation period
and
plan of complete liquidation for the each related REMIC, which authorization
shall be binding upon all successor Certificateholders.
(c) The
Securities Administrator, as agent for each REMIC, hereby agrees to adopt and
sign such a plan of complete liquidation meeting the requirements for a
qualified liquidation under Section 860F of the Code and any regulations
thereunder upon the written request of the Majority Class C Certificateholder
and the receipt of the Opinion of Counsel referred to in Section 11.03(a)(1),
and to take such other action in connection therewith as may be reasonably
requested by the Majority Class C Certificateholder.
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
Section
12.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without the consent
of any of the Certificateholders to cure any ambiguity, to correct or supplement
any provisions herein (including to give effect to the expectations of
investors), to
comply
with any changes in the Code, to revise any provisions to reflect the
obligations of the parties to this Agreement as they relate to Regulation
AB,
to change the manner in which the Master Servicer Collection Account maintained
by the Master Servicer or the Protected Account maintained by the Company is
maintained or to make such other provisions with respect to matters or questions
arising under this Agreement as shall not be inconsistent with any other
provisions herein if such action shall not, as evidenced by an Opinion of
Counsel addressed to the Trustee (which opinion shall be an expense of the
party
requesting such opinion but in any case shall not be an expense of the Trustee),
adversely affect in any material respect the interests of any Certificateholder;
provided that any such amendment shall be deemed not to adversely affect in
any
material respect the interests of the Certificateholders and no such Opinion
of
Counsel shall be required if the Person requesting such amendment obtains a
letter from each
Rating
Agency
stating that such amendment would not result in the downgrading or withdrawal
of
the respective ratings then assigned to the Certificates.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V as
a REMIC under the Code or to avoid or minimize the risk of the imposition of
any
tax on any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V pursuant
to the Code that would be a claim against any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V
at any time prior to the final redemption of the Certificates, provided that
the
Trustee, the Securities Administrator have been provided an Opinion of Counsel
addressed to the Trustee and the Securities Administrator, which opinion shall
be an expense of the party requesting such opinion but in any case shall not
be
an expense of the Trustee, the Securities Administrator or the Trust Fund,
to
the effect that such action is necessary or appropriate to maintain such
qualification or to avoid or minimize the risk of the imposition of such a
tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent
of Holders of the Certificates evidencing over 50% of the Voting Rights, or,
if
applicable, Holders of each Class of Certificates affected thereby, evidencing
over 50% of the Voting Rights of such Class or Classes, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) cause any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V to
cease to qualify as a REMIC or (iii) reduce the aforesaid percentages of
Certificates of each Class the Holders of which are required to consent to
any
such amendment without the consent of the Holders of all Certificates of such
Class then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee and the Securities Administrator, which opinion
shall be an expense of the party requesting such amendment but in any case
shall
not be an expense of the Trustee or the Securities Administrator, to the effect
that such amendment will not (other than an amendment pursuant to clause (ii)
of, and in accordance with, the preceding paragraph) cause the imposition of
any
tax on any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or the
Certificateholders or cause any of REMIC I, REMIC II, REMIC III, REMIC IV or
REMIC V to cease to qualify as a REMIC at any time that any Certificates are
outstanding. Further, nothing in this Agreement shall require the Trustee to
enter into an amendment without receiving an Opinion of Counsel, satisfactory
to
the Trustee (i) that such amendment is permitted and is not prohibited by this
Agreement and (ii) that all requirements for amending this Agreement (including
any consent of the applicable Certificateholders) have been complied
with.
Notwithstanding
any of the other provisions of this section 12.01, none of the parties to this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the Swap
Provider hereunder (excluding, for the avoidance of doubt, any amendment to
the
Pooling and Servicing Agreement that is entered into solely for the purpose
of
appointing a successor servicer, master servicer, securities administrator,
trustee or other service provider) without the prior written consent of the
Swap
Provider, which consent shall not be unreasonably withheld, conditioned or
delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Securities Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder,
the
Swap Provider and each
Rating
Agency.
It
shall not be necessary for the consent of Certificateholders under this Section
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
12.02 Recordation
of Agreement; Counterparts.
To
the extent permitted by applicable law, this Agreement is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office
or
elsewhere. The Master Servicer shall effect such recordation at the Trust’s
expense upon the request in writing of a Certificateholder, but only if such
direction is accompanied by an Opinion of Counsel (provided at the expense
of
the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For
the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
Section
12.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
12.04 Intention
of Parties.
It
is the express intent of the parties hereto that the conveyance of the Mortgage
Notes, Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Seller to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by each Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Seller or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Seller or the Depositor,
as applicable, for the benefit of the Certificateholders of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
12.05 Notices.
(a) The
Securities Administrator shall use
its
best efforts to
promptly
provide notice to each Rating Agency and the Swap Provider with respect to
each
of the following of which a Responsible Officer of the Securities Administrator
has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer, the Securities Administrator
or the Trustee and the appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.05 and 11.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered at or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
or by facsimile transmission to a number provided by the appropriate party
if
receipt of such transmission is confirmed to (i) in the case of the Depositor,
Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Chief Counsel and with respect to Regulation AB
notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the
case
of EMC or the Company, EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention: President or
General Counsel or such other address as may be hereafter furnished to the
other
parties hereto by the Seller or Company in writing; (iii) in the case of the
Trustee, at its Corporate Trust Office or such other address as the Trustee
may
hereafter furnish to the other parties hereto, (iv) in the case of the Master
Servicer or the Securities Administrator, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group
-
SACO 07-2) or such other address as may be hereafter furnished to the other
parties hereto by the Securities Administrator in writing, (v) in the case
of
Moody’s, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Home Equity
Monitoring, or such other address as may be hereafter furnished to the other
parties hereto by Moody’s in writing, (vi) in the case of Standard & Poor’s,
a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx
Xxxx, Xxx Xxxx 00000 or such other address as may be hereafter furnished to
the
other parties hereto by Standard & Poor’s in writing and (vii) in the case
of the Swap Provider, Bear Xxxxxxx Financial Products Inc., 000 Xxxxxxx Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn: DPC Manager. Any notice delivered to EMC, the
Master Servicer, the Securities Administrator, the Swap Provider or the Trustee
under this Agreement shall be effective only upon receipt. Any notice required
or permitted to be mailed to a Certificateholder, unless otherwise provided
herein, shall be given by first-class mail, postage prepaid, at the address
of
such Certificateholder as shown in the Certificate Register; any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section
12.06 Severability
of Provisions.
If
any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section
12.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 8.02, this Agreement may not be assigned by the Master Servicer,
EMC
or the Depositor.
Section
12.08 Limitation
on Rights of Certificateholders.
The
death or incapacity of any Certificateholder shall not operate to terminate
this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee or the Securities
Administrator, as appropriate, a written notice of an Event of Default and
of
the continuance thereof, as hereinbefore provided, the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates
shall also have made written request to the Trustee or the Securities
Administrator, as appropriate to institute such action, suit or proceeding
in
its own name as Trustee or the Securities Administrator, as appropriate,
hereunder and shall have offered to the Trustee or the Securities Administrator,
as appropriate, such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee
or
the Securities Administrator, as appropriate, for 60 days after its receipt
of
such notice, request and offer of indemnity shall have neglected or refused
to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 12.08, each and every Certificateholder, the
Trustee or the Securities Administrator shall be entitled to such relief as
can
be given either at law or in equity.
Section
12.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor and the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 12.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 10.05 hereof.
Section
12.10 Certificates
Nonassessable and Fully Paid.
It
is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in
the
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Securities Administrator pursuant to this Agreement, are and shall be deemed
fully paid.
Section
12.11 Third
Party Rights.
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its express rights to receive any payments under this Agreement
or
any
other express rights of
the
Swap Provider explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this
Agreement as if it were a party hereto. The Swap Administrator shall be an
express third-party beneficiary of this Agreement to the extent of its express
rights to receive any payments under this Agreement or
any
other express rights of
the
Swap Administrator explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this
Agreement as if it were a party hereto.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Seller, the Company, the Master Servicer,
the Securities Administrator and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
|
||||||||||||||
By:
|
/s/
Xxxxx Xxxxxxxxxxx
|
|||||||||||||
Name:
|
Xxxxx
Xxxxxxxxxxx
|
|||||||||||||
Title:
|
Vice
President
|
EMC
MORTGAGE CORPORATION,
as
Seller and Company
|
||||||||||||||
By:
|
/s/
Xxxx Xxxxxxx
|
|||||||||||||
Name:
|
Xxxx
Xxxxxxx
|
|||||||||||||
Title:
|
Senior Vice
President
|
LASALLE
BANK NATIONAL ASSOCIATION,
as
Master Servicer and Securities Administrator
|
||||||||||||||
By:
|
/s/ Xxxx Xxxxx | |||||||||||||
Name:
|
Xxxx Xxxxx | |||||||||||||
Title:
|
Vice President |
CITIBANK,
N.A.,
as
Trustee
|
||||||||||||||
By:
|
/s/ Xxxxxx Xxxxxxxx | |||||||||||||
Name:
|
Xxxxxx Xxxxxxxx | |||||||||||||
Title:
|
Vice President |
STATE
OF NEW YORK
|
)
|
)
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
this 28th
day of February, 2007, before me, a notary public in and for said State,
appeared Xxxxx Xxxxxxxxxxx, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Bear Xxxxxxx Asset Backed
Securities I LLC, one of the companies that executed the within instrument,
and
also known to me to be the person who executed it on behalf of such limited
liability company and acknowledged to me that such limited liability company
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
)
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
this 28th
day of February, 2007, before me, a notary public in and for said State,
appeared _______________________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of EMC Mortgage
Corporation, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF ____________
|
)
|
)
ss.:
|
|
COUNTY
OF ___________
|
)
|
On
this 28th
day of February, 2007, before me, a notary public in and for said State,
appeared ___________, personally known to me on the basis of satisfactory
evidence to be a(n) __________________ of LaSalle Bank National Association
that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged
to
me that such national banking association executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF NEW YORK
|
)
|
)
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
this 28th
day of February, 2007, before me, a notary public in and for said State,
appeared ________________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Citibank, N.A. that executed
the
within instrument, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
EXHIBIT
A
Form
of
Class [I][II]-A Certificates
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
PRIOR
TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
A
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 7.02(h)
OF THE POOLING AND SERVICING AGREEMENT
Certificate
No. 1
|
Adjustable
Rate
|
Class
[I][II]-A
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
March
26, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[
]
25, 2037
|
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-2
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I][II]-A Certificates with respect to a Trust Fund consisting primarily
of a
pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. LaSalle Bank
National Association will act as master servicer of the Mortgage Loans (in
that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC
Mortgage Corporation as seller and as company, LaSalle Bank National
Association, as Master Servicer and securities administrator (the “Securities
Administrator”), and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs to and including the 24th day of the calendar month in which that
Distribution Date occurs on the Certificate Principal Balance hereof at a
per
annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such
25th
day is not a Business Day, the immediately following Business Day (each,
a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Last Scheduled Distribution Date is the Distribution Date
in
the month following the latest scheduled maturity date of any Mortgage Loan
and
is not likely to be the date on which the Certificate Principal Balance of
this
Class of Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice. The initial Certificate Principal
Balance
of this Certificate is set forth above. The Certificate Principal Balance
hereof
will be reduced to the extent of distributions allocable to principal hereon
and
any Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that neither the
Trustee
nor the Securities Administrator is liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or, if applicable, Holders of each
Class of Certificates affected thereby evidencing over 50% of the Voting
Rights
of such Class or Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to make the representations in Section 7.02(h)
of
the Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I][II]-A Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-2
Form
of
Class M-[1][2][3][4][5][6] Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[THE CLASS M-1 CERTIFICATES] [,] [THE CLASS M-2 CERTIFICATES] [,] [THE CLASS
M-3
CERTIFICATES] [,] [THE CLASS M-4 CERTIFICATES] [AND] [THE CLASS M-5
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(h) OF THE POOLING AND SERVICING
AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No.1
|
Adjustable
Rate
|
Class
M-[1][2][3][4][5][6] Subordinate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
March
26, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[
]
25, 2037
|
|
SACO
I
TRUST 2007-2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-2
evidencing
a fractional undivided interest in the distributions allocable to the Class
M-[1][2][3][4][5][6] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, second lien, one- to
four-family fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED
SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. LaSalle Bank
National Association will act as master servicer of the Mortgage Loans (in
that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC
Mortgage Corporation as seller and as company, LaSalle Bank National
Association, as Master Servicer and securities administrator (the “Securities
Administrator”), and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs to and including the 24th day of the calendar month in which that
Distribution Date occurs on the Certificate Principal Balance hereof at a
per
annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such
25th
day is not a Business Day, the immediately following Business Day (each,
a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Last Scheduled Distribution Date is the Distribution Date
in
the month following the latest scheduled maturity date of any Mortgage Loan
and
is not likely to be the date on which the Certificate Principal Balance of
this
Class of Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice. The initial Certificate Principal
Balance
of this Certificate is set forth above. The Certificate Principal Balance
hereof
will be reduced to the extent of distributions allocable to principal hereon
and
any Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that neither the
Trustee
nor the Securities Administrator is liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or, if applicable, Holders of each
Class of Certificates affected thereby evidencing over 50% of the Voting
Rights
of such Class or Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 7.02(h) of the Pooling and Servicing
Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3][4][5][6] Certificates referred to in the
within-mentioned Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-3
Form
of
Class B-[1]
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(h) OF THE POOLING AND SERVICING
AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No. [_]
|
Adjustable
Rate
|
Class
B-[1] Subordinate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
March
26, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[
], 2037
|
|
SACO
I
TRUST 2007-2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-2
evidencing
a fractional undivided interest in the distributions allocable to the Class
B-[1] Certificates with respect to a Trust Fund consisting primarily of a
pool
of conventional, closed-end, second lien, one- to four-family fixed interest
rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. LaSalle Bank
National Association will act as master servicer of the Mortgage Loans (in
that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC
Mortgage Corporation as seller and as company, LaSalle Bank National
Association, as Master Servicer and securities administrator (the “Securities
Administrator”), and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue during the month prior to the month in which
a
Distribution Date (as hereinafter defined) occurs on the Certificate Principal
Balance hereof at a per annum rate equal to the Pass-Through Rate set forth
above. The Securities Administrator will distribute on the 25th day of each
month, or, if such 25th day is not a Business Day, the immediately following
Business Day (each, a “Distribution Date”), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed
to
the Holders of Certificates of the same Class as this Certificate. The Last
Scheduled Distribution Date is the Distribution Date in the month following
the
latest scheduled maturity date of any Mortgage Loan and is not likely to
be the
date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice. The initial Certificate Principal
Balance
of this Certificate is set forth above. The Certificate Principal Balance
hereof
will be reduced to the extent of distributions allocable to principal hereon
and
any Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that neither the
Trustee
nor the Securities Administrator is liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or, if applicable, Holders of each
Class of Certificates affected thereby evidencing over 50% of the Voting
Rights
of such Class or Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 7.02(h) of the Pooling and Servicing
Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class B-[1] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity but solely as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-4
Form
of
Class C Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE
CLASS M CERTIFICATES AND THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE
OF
SUCH CERTIFICATE (1) PROVIDES TO THE SECURITIES ADMINISTRATOR THE APPROPRIATE
TAX CERTIFICATION FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION
FOR
TAXES FROM AMOUNTS PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP
AGREEMENT, TO THE SWAP ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST
TRUST (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS
APPLICABLE (OR ANY SUCCESSOR FORM THERETO), TOGETHER WITH ANY APPLICABLE
ATTACHMENTS) AND (2) AGREES TO UPDATE SUCH FORM (A) UPON EXPIRATION OF ANY
SUCH
FORM, (B) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS AND
(C)
PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, EACH
AS
A CONDITION TO SUCH TRANSFER. IN ADDITION, NO TRANSFER OF THIS CERTIFICATE
SHALL
BE MADE IF SUCH TRANSFER WOULD CAUSE THE SUPPLEMENTAL INTEREST TRUST TO BE
BENEFICIALLY OWNED BY TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES,
OR
CONTINUE TO BE SO TREATED, UNLESS (I) EACH PROPOSED TRANSFEREE OF SUCH
CERTIFICATE COMPLIES WITH THE FOREGOING CONDITIONS, AND (II) THE PROPOSED
MAJORITY HOLDER OF THE CLASS C CERTIFICATES (OR EACH HOLDER, IF THERE IS
OR
WOULD BE NO MAJORITY HOLDER) (X) PROVIDES, OR CAUSES TO BE PROVIDED, ON BEHALF
OF THE SUPPLEMENTAL INTEREST TRUST, IF APPLICABLE, TO
THE SECURITIES ADMINISTRATOR, THE APPROPRIATE TAX CERTIFICATION FORM THAT
WOULD
BE REQUIRED FROM THE SUPPLEMENTAL INTEREST TRUST TO ELIMINATE ANY
WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS PAYABLE BY THE SWAP PROVIDER,
PURSUANT TO THE SWAP AGREEMENT, TO THE SWAP ADMINISTRATOR ON BEHALF OF THE
SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY,
W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO), TOGETHER
WITH
ANY APPLICABLE ATTACHMENTS) AND (Y) AGREES TO UPDATE SUCH FORM (A) UPON
EXPIRATION OF SUCH FORM, (B) AS REQUIRED UNDER THEM APPLICABLE U.S. TREASURY
REGULATIONS AND (C) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE
OR
INCORRECT. UNDER THE AGREEMENT, UPON RECEIPT OF ANY TAX CERTIFICATION FORM
PURSUANT TO THESE TRANSFER RESTRICTIONS FROM A HOLDER OF THIS CERTIFICATE,
THE
SECURITIES ADMINISTRATOR SHALL FORWARD SUCH TAX CERTIFICATION FORM TO THE
SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE SUPPLEMENTAL INTEREST TRUST TRUSTEE
SHALL FORWARD SUCH TAX CERTIFICATION FORM PROVIDED TO IT TO THE SWAP PROVIDER.
EACH HOLDER OF THIS CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED
TO
HAVE CONSENTED TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE FORWARDING TO THE
SWAP
PROVIDER ANY TAX CERTIFICATION FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE
WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF THIS
CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS
SHALL
BE DEEMED NULL AND VOID UNDER THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE
LAW,
WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
Certificate
No.1
|
Percentage
Interest: 100%
|
Class
C
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
Initial
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
First
Distribution Date:
March
26, 2007
|
Aggregate
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[
]
25, 2037
|
|
SACO
I
TRUST 2007-2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-2
evidencing
a fractional undivided interest in the distributions allocable to the Class
C
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end, second lien, one- to four-family fixed interest
rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that ______________ is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, second lien, fixed rate mortgage
loans
secured by one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. LaSalle Bank
National Association will act as master servicer of the Mortgage Loans (in
that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC
Mortgage Corporation as seller and as company, LaSalle Bank National
Association, as Master Servicer and securities administrator (the “Securities
Administrator”), and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit
F,
as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory
to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of
the
Depositor, the Securities Administrator, the Trustee, or the Master Servicer
in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. Neither the Depositor, the Trustee nor the Securities
Administrator is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law
or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any
Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Securities Administrator, the Depositor, the Seller and
the
Master Servicer against any liability that may result if the transfer is
not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Class C Certificate will be made unless the Securities
Administrator shall have received either (i) the opinion of counsel set forth
in
Section 7.02(h) of the Agreement or (ii) a representation letter under Section
7.02 of the Agreement, in the form as described by the Agreement, stating
that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that neither the
Trustee
nor the Securities Administrator is liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee and Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or, if applicable, Holders of each
Class of Certificates affected thereby evidencing over 50% of the Voting
Rights
of such Class or Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class C Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-5
Form
of
Class R-[1][2][3][X] Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE
LAW,
WILL NOT CONSTITUTE OR RESULT IN ANY NON EXEMPT PROHIBITED TRANSACTIONS UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND
SECURITIES ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED
STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT
TO
TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,
(C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED
IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED
ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH
TRANSFEREE IS A UNITED STATES PERSON UNDER SECTION 7701 OF THE CODE, (3)
NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX
AND
(4) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS
PARAGRAPH.
Certificate
No.1
|
|
Class
R-[1][2][3][X]
|
Percentage
Interest: 100%
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
February
1, 2007
|
|
First
Distribution Date:
March
26, 2007
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[
]
25, 2037
|
|
SACO
I
TRUST 2007-2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-2
evidencing
a fractional undivided interest in the distributions allocable to the Class
R-[1][2][3][X] Certificates with respect to a Trust Fund consisting primarily
of
a pool of conventional, closed-end second lien one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, second lien, fixed rate
mortgage loans secured by one- to four-family residences (collectively, the
“Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS
I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS
I. LaSalle Bank National Association will act as master servicer of the Mortgage
Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund
was
created pursuant to the Pooling and Servicing Agreement, dated as of the
Cut-off
Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation as seller and company, LaSalle Bank
National Association, as Master Servicer and securities administrator (the
“Securities Administrator”) and Citibank, N.A., as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee, (ii) the transfer of any Ownership Interest in this
Certificate will be conditioned upon the delivery to the Securities
Administrator of, among other things, an affidavit to the effect that it
is a
Permitted Transferee, (iii) any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported transferee,
and (iv) if any person other than a Permitted Transferee acquires any Ownership
Interest in this Certificate in violation of such restrictions, then the
Depositor will have the right, in its sole discretion and without notice
to the
Holder of this Certificate, to sell this Certificate to a purchaser selected
by
the Depositor, which purchaser may be the Depositor, or any affiliate of
the
Depositor, on such terms and conditions as the Depositor may
choose.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement, by
wire
transfer. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Securities Administrator of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Securities Administrator for that
purpose and designated in such notice.
No
transfer of this Class R-[1][2][3][X] Certificate will be made unless the
Securities Administrator shall have received either (i) the opinion of counsel
set forth in Section 7.02(h) of the Agreement or (ii) a representation letter
under Section 7.02 of the Agreement, in the form as described by the Agreement,
stating that the transferee is not an employee benefit or other plan subject
to
the prohibited transaction provisions of ERISA or Section 4975 of the Code
(a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that neither the
Trustee
nor the Securities Administrator is liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or, if applicable, Holders of each
Class of Certificates affected thereby evidencing over 50% of the Voting
Rights
of such Class or Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
____________, 2007
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R-[1][2][3][X] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity but solely as Securities
Administrator
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-6
Form
of
Class X Certificates
THIS
CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS
IN
RESPECT OF PRINCIPAL OR INTEREST.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE
LAW,
WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
Certificate
No.1
|
|
Class
X
|
Percentage
Interest: 100%
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: February 1, 2007
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[_______________]
|
SACO
I
TRUST 2007-2
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-2
evidencing
a fractional undivided interest in the distributions allocable to the Class
X
Certificates.
This
Certificate is entitled to distributions with respect to certain Mortgage
Loans
that are initially assets of the Trust, and does not represent an obligation
of
or interest in Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer,
the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, the Securities
Administrator, the Trustee or any of their affiliates or any other person.
None
of Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any
of
their affiliates will have any obligation with respect to any certificate
or
other obligation secured by or payable from payments on the
Certificates.
This
certifies that __________________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting primarily of a pool of fixed rate mortgage loans that are secured
by
junior liens on one- to four-family residences (collectively, the “Mortgage
Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The
Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to BSABS I. LaSalle
Bank National Association will act as master servicer of the Mortgage Loans
(in
that capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC
Mortgage Corporation as seller and as company, LaSalle Bank National Association
as Master Servicer and securities administrator (the “Securities
Administrator”), and Citibank, N.A., as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
No
transfer of this Class X Certificate will be made unless the Securities
Administrator shall have received either (i) the opinion of counsel set forth
in
Section 7.02(h) of the Agreement or (ii) a representation letter under Section
7.02 of the Agreement, in the form as described by the Agreement, stating
that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate agrees that neither
the
Trustee nor the Securities Administrator is liable to the Certificateholders
for
any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or, if applicable, Holders of each
Class of Certificates affected thereby evidencing over 50% of the Voting
Rights
of such Class or Classes. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee
or any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
The
Holder of This Certificate shall be entitled to the rights set forth under
the
Agreement. Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for
any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
_____________, 2007
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity but solely as Securities
Administrator
|
|
By:
|
|
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class X Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity but solely as Securities Administrator
|
|
By:
|
|
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION The information contained in the attached materials (the "Information") may include various forms of performance analysis, security characteristics and securities pricing estimates for the securities addressed. Please read and understand this entire statement before utilizing the Information. The Information is provided solely by Bear Xxxxxxx, not as agent for any issuer,and although it may be based on data supplied to it by an issuer, the issuer has not participated in its preparation and makes no representations regarding its accuracy or completeness. Should you receive Information that refers to the "Statement Regarding Assumptions and Other Information", please refer to this statement instead. The Information is illustrative and is not intended to predict actual results which may differ substantially from those reflected in the Information. Performance analysis is based on certain assumptions with respect to significant factors that may prove not to be as assumed. You should understand the assumptions and evaluate whether they are appropriate for your purposes. Performance results are based on mathematical models that use inputs to calculate results. As with all models, results may vary significantly depending upon the value of the inputs given. Inputs to these models include but are not limited to: prepayment expectations (econometric prepayment models, single expected lifetime prepayments or a vector of periodic prepayments), interest rate assumptions (parallel and nonparallel changes for different maturity instruments), collateral assumptions (actual pool level data, aggregated pool level data, reported factors or imputed factors), volatility assumptions (historically observed or implied current) and reported information (paydown factors, rate resets and trustee statements). Models used in any analysis may be proprietary making the results difficult for any third party to reproduce. Contact your registered representative for detailed explanations of any modelling techniques employed in the Information. The Information addresses only certain aspects of the applicable security's characteristics and thus does not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security, including call events and cash flow priorities at all prepayment speeds and/or interest rates. You should consider whether the behavior of these securities should be tested at assumptions different from those included in the Information. The assumptions underlying the Information, including structure and collateral, may be modified from timeto time to reflect changed circumstances. Any investment decision should be based only on the data in the prospectus and the prospectus supplement or private placement memorandum (Offering Documents) and the then current version of the Information. Offering Documents contain data that is current as of their publication dates and after publication may no longer be complete or current. Contact your registered representative for Offering Documents, current Information or additional materials, including other models for performance analysis, which are likely to produce different results, and any further explanation regarding the Information. Any pricing estimates Bear Xxxxxxx has supplied at your request (a)represent our view, at the time determined, of the investment value of the securities between the estimated bid and offer levels, the spread between which may be significant due to market volatility or illiquidity, (b) do not constitute a bid by any person for any security, (C) may not constitute prices at which the securities could have been purchased or sold in any market, (d) have not been confirmed by actual trades, may vary from the value Bear Xxxxxxx assigns any such security while in its inventory, and may not take into account the size of a position you have in the security, and (e) may have been derived from matrix pricing that uses data relating to other securities whose prices are more readily ascertainable to produce a hypothetical price based on the estimated yield spread relationship between the securities. General Information: The data underlying the Information has been obtained from sources that we believe are reliable, but we do not guarantee the accuracy of the underlying data or computations based thereon. Bear Xxxxxxx and/or individuals thereof may have positions in these securities while the Information is circulating or during such period may engage in transactions with the issuer or its affiliates.We act as principal in transactions with you, and accordingly, you must determine the appropriateness for you of such transactions and address any legal, tax or accounting considerations applicable to you. Bear Xxxxxxx shall not be a fiduciary or advisor unless we have agreed in writing to receive compensation specifically to act in such capacities. If you are subject to ERISA, the Information is being furnished on the condition that it will not form a primary basis for any investment decision. The Information is not a solicitation of any transaction in securities which may be made only by prospectus when required by law, in which event you may obtain such prospectus from Bear Xxxxxxx. STATEMENT REGARDING CBO PRICING The security evaluation set forth above has been provided at your request as an accommodation to you. We believe it represents an estimate of value given stable market conditions and adequate time to work an order. However, by providing this information, we are not representing that such evaluation has been confirmed by actual trades or that a market exists or will exit for this security now or in the future. You should understand that our evaluation does not represent a bid by Bear Xxxxxxx or any other person and it may vary from the value Bear Xxxxxxx assigns such security while in our inventory. Additionally, you should consider that under adverse market conditions and/or deteriorating credit conditions in the collateral underlying the CBO, a distressed or forced sale of this instrument could result in proceeds that are far less than the evaluation provided. LOAN_ID EMC_LOAN_NO LOAN_SEQ CITY STATE ZIP_CODE PROPTYPE ------- ----------- -------- ---- ----- -------- -------- 16836541 19311760 16836541 XXXXXXXX XXXXXXXXX XX 0000 Single Family 16836516 19311513 16836516 XXXXX XX 0000 Single Family 16836527 19311620 16836527 XXXXXXXXX XX 00000 Single Family 16836530 19311653 16836530 XXXXX XXXXX XX 00000 Single Family 16836533 19311687 16836533 XXXXX XX 00000 Single Family 16836536 19311711 16836536 XXXXXXXX XX 00000 2-4 Family 16836514 19311497 16836514 XXXXX XX 00000 Condominium 16836518 19311539 16836518 XXXXXX XX 0000 2-4 Family 16836519 19311547 16836519 XXXXX XXX XX 00000 Single Family 16836520 19311554 16836520 XXXXX XX 00000 Condominium 16836521 19311562 16836521 XXXXXXXXX XX 0000 2-4 Family 16836522 19311570 16836522 NORTH XXXXX XX 00000 Condominium 16836523 19311588 16836523 XXXXXXXXXXX XX 00000 Single Family 16836525 19311604 16836525 XXXXXXXXXX XX 0000 Single Family 16836526 19311612 16836526 XXXXXXXX XXXXX XX 00000 Condominium 16836528 19311638 16836528 XXXXXXX XX 00000 Single Family 16836529 19311646 16836529 NORTH XXXXX XXXXX XX 00000 Condominium 16836532 19311679 16836532 XXXXXXXX XX 00000 Single Family 16836534 19311695 16836534 XXXXXXX XXXX XX 00000 Single Family 16836535 19311703 16836535 XXX XXXXX XX 00000 Single Family 16836537 19311729 16836537 XXXXXXX XX XXXXXXXX XXX XX 00000 Single Family 16836538 19311737 16836538 XXXXXXXXX XX 00000 PUD 16836539 19311745 16836539 XXXXX XX 00000 2-4 Family 16836540 19311752 16836540 XXXXXXX XX 00000 PUD 16836542 19311778 16836542 XXXXXX XXXXXX XX 00000 Single Family 16836543 19311786 16836543 XXXXXX XX 00000 Condominium 16836544 19311794 16836544 XXXXXXXXX XX 00000 Single Family 16836545 19311802 16836545 XXXXXXXX XX 00000 Condominium 16836546 19311810 16836546 XXXXXXXXX XX 0000 Single Family 16836547 19311828 16836547 XXXXXX XX 00000 Condominium 16836548 19311836 16836548 XXXXXXX XX 00000 Condominium 16836549 19311844 16836549 XXXXXX XXXXXX XX 00000 PUD 16836550 19311851 16836550 XXXXXXX XX 00000 Single Family 16836531 19311661 16836531 XXX XXXXXXXX XX 00000 Single Family 16819878 19260272 16819878 XXX XXXXXXX XX 00000 PUD 16819907 19260561 16819907 XXXXXX XX 00000 Condominium 16819926 19260751 16819926 XXX XXXXX XX 00000 PUD 16819927 19260769 16819927 XXXXXXXX XX 00000 PUD 16819937 19260868 16819937 XXX XXXXX XX 00000 PUD 16819938 19260876 16819938 XXXX XX 00000 PUD 16819965 19261148 16819965 XXX XXXXX XX 00000 PUD 16819971 19261205 16819971 XXXXXX XX 00000 PUD 16775937 19081280 16775937 XXXX XX 00000 PUD 16775988 19081793 16775988 N XXXXXXXXXX XX 00000 PUD 16819978 19261270 16819978 XXXXXX XXXXXXX XX 00000 Single Family 16820025 19261742 16820025 XXXXX XX 00000 PUD 16819925 19260744 16819925 XXXXXX XXXXX XX 00000 PUD 16819930 19260793 16819930 XXXXXX XX 00000 Single Family 16819939 19260884 16819939 XXXXX XX 00000 PUD 16775927 19081181 16775927 XXXXX XX 00000 Single Family 16775935 19081264 16775935 XXXXXXXXXXX XX 00000 Single Family 16775941 19081322 16775941 XXXXXXXXXX XX 00000 Single Family 16776006 19081975 16776006 XXXXX XXXXX XX 00000 PUD 16776014 19082056 16776014 XXXXXXXX XX 00000 PUD 16775919 19081108 16775919 XXXXXXXXX XX 00000 Single Family 16775921 19081124 16775921 XXXXXXXXX XX 00000 Single Family 16775929 19081207 16775929 XXXXXXXXX XX 00000 Single Family 16775931 19081223 16775931 XXXXX XX 00000 Single Family 16775933 19081249 16775933 XXXXX XX 00000 Condominium 16775940 19081314 16775940 XXXXXXXXX XX 00000 PUD 16775957 19081488 16775957 XXXXXXXXXX XX 00000 PUD 16775958 19081496 16775958 XXXXXXXXX XX 00000 PUD 16775978 19081694 16775978 XXXXXX XX 00000 Condominium 16775981 19081728 16775981 XXXXXXXX XX 00000 Single Family 16775987 19081785 16775987 XXXXX XXX XXXXX XX 00000 PUD 16775994 19081850 16775994 XXXXXXXXX XX 00000 Single Family 16775997 19081884 16775997 XXXXXXX XX 00000 PUD 16819968 19261171 16819968 XXXXXXXXXX XX 00000 PUD 16819974 19261239 16819974 XXXXX XX 00000 Single Family 16819985 19261346 16819985 XXXXXXXXXX XX 00000 PUD 16819990 19261395 16819990 XXXX XXXXXX XX 00000 PUD 16820015 19261643 16820015 XXXXXXXXX XX 00000 PUD 16819881 19260306 16819881 FT XXXXX XX 00000 PUD 16819890 19260397 16819890 XXXXXX XX 00000 Single Family 16819903 19260520 16819903 XXXXXXXXX XX 00000 Single Family 16819934 19260835 16819934 XXXXXXXXX XX 00000 PUD 16673743 17697558 16673743 XXXXX XXXXXXXXXX XX 00000 PUD 16673943 17699554 16673943 XXXXXXXXXXXX XX 00000 PUD 16673703 17697152 16673703 XXXXX XXXXXXX XX 00000 PUD 16673713 17697251 16673713 XXXXXXX XX 00000 PUD 16819868 19260173 16819868 XXXXX XX 00000 PUD 16819869 19260181 16819869 XXX XXXXXXX XX 00000 PUD 16819870 19260199 16819870 XXXXX XX 00000 Single Family 16819871 19260207 16819871 XXXXX XXX XXXXX XX 00000 PUD 16819872 19260215 16819872 XXXXX XX 00000 Condominium 16819873 19260223 16819873 XXXXXX XX 00000 PUD 16819874 19260231 16819874 XXXXX XX 00000 Condominium 16819876 19260256 16819876 XXX XXXXXXX XX 00000 PUD 16819877 19260264 16819877 XXXXXXX XX 00000 PUD 16819880 19260298 16819880 XXXXX XXXXX XX 00000 PUD 16819884 19260330 16819884 XXX XXXXXXX XX 00000 PUD 16819885 19260348 16819885 XXXXXXXXXXX XX 00000 PUD 16819886 19260355 16819886 XXXXXX XX 00000 Single Family 16819887 19260363 16819887 XXXX XX 00000 PUD 16819891 19260405 16819891 XXXXXXX XX 00000 PUD 16819893 19260421 16819893 XXXXXXXXX XX 00000 PUD 16819894 19260439 16819894 XXXXXXXXXXXX XX 00000 PUD 16819895 19260447 16819895 XXXXX XXXXX XX 00000 PUD 16819896 19260454 16819896 XXXXXXX XX 00000 Condominium 16819897 19260462 16819897 XXXXXXX XX 00000 PUD 16819900 19260496 16819900 XXXXXXX XX 00000 PUD 16819901 19260504 16819901 XXXXX XXXXX XX 00000 PUD 16819904 19260538 16819904 XXXXX XXXXX, XX XX 00000 PUD 16819905 19260546 16819905 XXXXXXXX XX 00000 PUD 16819906 19260553 16819906 XXXXXXXX XX 00000 Single Family 16819908 19260579 16819908 XXX XXXXX XX 00000 PUD 16819910 19260595 16819910 XXXX XXXX XXXXX XX 00000 PUD 16819911 19260603 16819911 XXX XXXXX XX 00000 PUD 16819913 19260629 16819913 XXXXXXXXXXX XX 00000 Single Family 16819915 19260645 16819915 XXXXXXX XX 00000 PUD 16819916 19260652 16819916 XXXXXXXX XX 00000 PUD 16819917 19260660 16819917 XXXXX XXXXXXXXX XX 00000 PUD 16819918 19260678 16819918 XXXXXX XX 00000 Single Family 16819919 19260686 16819919 XXXXXXX XX 00000 Condominium 16819920 19260694 16819920 XXXXXXXXX XX 00000 PUD 16819921 19260702 16819921 XXX XXXXX XX 00000 PUD 16819922 19260710 16819922 XXXXXXX XX 00000 PUD 16819923 19260728 16819923 XXXXX XXXXX XX 00000 PUD 16819924 19260736 16819924 XXXXXXXXXXX XX 00000 Single Family 16819928 19260777 16819928 XXXXX XX 00000 Condominium 16819929 19260785 16819929 XXX XXXXX XX 00000 PUD 16819932 19260819 16819932 XXX XXXXX XX 00000 PUD 16819933 19260827 16819933 XXXXXX XX 00000 Single Family 16819936 19260850 16819936 XXXXXXXX XX 00000 PUD 16819940 19260892 16819940 XXXXX XX 00000 PUD 16819941 19260900 16819941 XXXXXXXXXXXXX XX 00000 PUD 16819942 19260918 16819942 XXX XXXXXXX XX 00000 PUD 16819943 19260926 16819943 XXXXXXX XX 00000 Single Family 16819944 19260934 16819944 XXXXXX XX 00000 Single Family 16819945 19260942 16819945 XXXXXXX XXXXX XX 00000 PUD 16819946 19260959 16819946 XXX XXXXX XX 00000 PUD 16819947 19260967 16819947 XXXXX XX 00000 Single Family 16819948 19260975 16819948 XXXXX XX 00000 Single Family 16819949 19260983 16819949 XXXXXX XX 00000 PUD 16819950 19260991 16819950 XXXXXXXXX XX 00000 PUD 16819951 19261007 16819951 XXXXX XXXXX XX 00000 PUD 16819952 19261015 16819952 XXX XXXXX XX 00000 PUD 16819954 19261031 16819954 XXXXX XXXXX XX 00000 PUD 16819955 19261049 16819955 XXXXX XXXXX XX 00000 PUD 16819956 19261056 16819956 XXXXXXXXX XXXXXXX XX 00000 PUD 16819957 19261064 16819957 XXXX XXXX XXXXX XX 00000 PUD 16819958 19261072 16819958 XXXXXX XX 00000 Single Family 16819959 19261080 16819959 XXXXXXXXX XX 00000 PUD 16819960 19261098 16819960 XXXXXXXX XX 00000 Single Family 16819961 19261106 16819961 XXXXX XXX XXXXX XX 00000 PUD 16819962 19261114 16819962 XXXXX XX 00000 Single Family 16819963 19261122 16819963 XXXXXXXX XX 00000 PUD 16819964 19261130 16819964 XXX XXXXX XX 00000 PUD 16819966 19261155 16819966 XXX XXXXX XX 00000 PUD 16819967 19261163 16819967 XXXXX XX 00000 PUD 16819969 19261189 16819969 XXXXX XX 00000 Single Family 16819970 19261197 16819970 XXXXXXXXXXXX XX 00000 Condominium 16819973 19261221 16819973 XXXXXXXX XX 00000 PUD 16819976 19261254 16819976 XXXXXX XX 00000 PUD 16819977 19261262 16819977 XXXXXX XX 00000 Single Family 16819979 19261288 16819979 XXXXX XX 00000 PUD 16819980 19261296 16819980 XXXXXXXXXXX XX 00000 Single Family 16819981 19261304 16819981 XXXX XXXXX XX 00000 PUD 16819982 19261312 16819982 XXX XXXXX XX 00000 PUD 16819983 19261320 16819983 XXXXX XXXXX XX 00000 PUD 16819984 19261338 16819984 XXXXXXX XX 00000 Condominium 16819986 19261353 16819986 XXXXXXXXXXXX XX 00000 Condominium 16819987 19261361 16819987 XXXXXX XX 00000 PUD 16819988 19261379 16819988 XXX XXXXX XX 00000 PUD 16819989 19261387 16819989 XXXXXXXXXXX XX 00000 Single Family 16819991 19261403 16819991 XXXXXXX XX 00000 Condominium 16819993 19261429 16819993 XXX XXXXX XX 00000 PUD 16819994 19261437 16819994 XXX XXXXX XX 00000 PUD 16819995 19261445 16819995 XXX XXXXX XX 00000 PUD 16819997 19261460 16819997 XXXXXXX XX 00000 PUD 16819998 19261478 16819998 XXX XXXXX XX 00000 PUD 16819999 19261486 16819999 XXXX XXXXX XX 00000 Single Family 16820000 19261494 16820000 XXXX XXXXX XX 00000 PUD 16820001 19261502 16820001 XX XXXXXX XX 00000 PUD 16820002 19261510 16820002 XXXXXXXXXX XX 00000 PUD 16820003 19261528 16820003 XXXXXXXXXXX XX 00000 Single Family 16820004 19261536 16820004 XXXXXXXX XX 00000 Single Family 16820005 19261544 16820005 XXXXXX XX 00000 PUD 16820006 19261551 16820006 XXXXXX XX 00000 Single Family 16820007 19261569 16820007 XXXXXXX XX 00000 PUD 16820008 19261577 16820008 XXX XXXXXXX XX 00000 Single Family 16820010 19261593 16820010 XXX XXXXXX XX 00000 PUD 16820011 19261601 16820011 XXXXXX XX 00000 PUD 16820012 19261619 16820012 XXXXXXXXX XX 00000 PUD 16820013 19261627 16820013 XXX XXXXX XX 00000 PUD 16820016 19261650 16820016 XXXXX XXXXXXXXX XX 00000 PUD 16820017 19261668 16820017 XXXX XXXXX XX 00000 PUD 16820018 19261676 16820018 XXX XXXX XX 00000 PUD 16820019 19261684 16820019 XXX XXXXX XX 00000 PUD 16820020 19261692 16820020 XXXXXXX XX 00000 PUD 16820021 19261700 16820021 XXXXXXXX XX 00000 PUD 16820022 19261718 16820022 XXXXXXXX XX 00000 PUD 16820023 19261726 16820023 XXXXXX XX 00000 PUD 16820024 19261734 16820024 XXXXXXXX XX 00000 PUD 16820026 19261759 16820026 XXXXXXX XXXXX XX 00000 PUD 16820027 19261767 16820027 XXXXX XXXX XX 00000 Condominium 16820028 19261775 16820028 XXXXXX XX 00000 PUD 16820029 19261783 16820029 XXXXXXX XX 00000 PUD 16820030 19261791 16820030 XXXXXXXXX XX 00000 PUD 16820031 19261809 16820031 XXXXXXXXXXX XX 00000 Single Family 16820032 19261817 16820032 XXXXXXXXXX XX 00000 PUD 16673822 17698341 16673822 XXXXXX XXXXXX XX 00000 PUD 16673867 17698796 16673867 XXX XXXXX XX 00000 PUD 16775915 19081066 16775915 XXXXX XX 00000 Single Family 16775916 19081074 16775916 XXXXXX XX 00000 PUD 16775917 19081082 16775917 XXXXXXXXXXX XX 00000 PUD 16775918 19081090 16775918 XXXXXXXX XXXXXXX XX 00000 Single Family 16775920 19081116 16775920 XXXXXXXXX XX 00000 Single Family 16775922 19081132 16775922 XXX XXXXX XX 00000 PUD 16775923 19081140 16775923 XXXXXXXXX XX 00000 Single Family 16775924 19081157 16775924 XXXXXXXXX XX 00000 Single Family 16775925 19081165 16775925 XXXXXXXX XX 00000 PUD 16775926 19081173 16775926 XXXXX XX 00000 Condominium 16775928 19081199 16775928 XXXXXXXXX XX 00000 Single Family 16775930 19081215 16775930 XXXXXX XX 00000 PUD 16775934 19081256 16775934 XXXXXXXX XX 00000 PUD 16775936 19081272 16775936 XXXXXXX XX 00000 Condominium 16775938 19081298 16775938 XXXXXX XX 00000 PUD 16775939 19081306 16775939 XXXX XXXXX XX 00000 PUD 16775942 19081330 16775942 XXXX XX 00000 PUD 16775943 19081348 16775943 XXXXXXX XX 00000 Condominium 16775944 19081355 16775944 XXXXXXXX XX 00000 Single Family 16775945 19081363 16775945 XXXXXXXXXX XX 00000 Condominium 16775946 19081371 16775946 XXXXXXX XX 00000 Condominium 16775947 19081389 16775947 XXXXXXX XX 00000 Condominium 16775948 19081397 16775948 XXXXX XXXXX XX 00000 PUD 16775949 19081405 16775949 XXXXXX XX 00000 PUD 16775950 19081413 16775950 XXXXXXX XX 00000 Single Family 16775951 19081421 16775951 XXXXXXXXX XX 00000 PUD 16775952 19081439 16775952 XXXXXXXXXXXX XX 00000 PUD 16775953 19081447 16775953 XXXXXXX XX 00000 PUD 16775954 19081454 16775954 XXX XXXXXXX XX 00000 PUD 16775955 19081462 16775955 XXXXXX XXXXXXX XX 00000 Single Family 16775956 19081470 16775956 XXXXXXXX XX 00000 PUD 16775959 19081504 16775959 XXX XXXXX XX 00000 PUD 16775960 19081512 16775960 XXXXX XXXX XX 00000 PUD 16775961 19081520 16775961 XXXXXXXXX XX 00000 Single Family 16775962 19081538 16775962 XXXXXX AL 35126 PUD 16775963 19081546 16775963 XXXXX XX 00000 Single Family 16775965 19081561 16775965 XXXXXX XX 00000 PUD 16775966 19081579 16775966 XXXXXXXX XX 00000 PUD 16775968 19081595 16775968 XXXXXXXXXXX XX 00000 Single Family 16775970 19081611 16775970 XXXXX XX 00000 Single Family 16775971 19081629 16775971 XXXXXXX XX 00000 Condominium 16775972 19081637 16775972 XXXXXXX XXXXX XX 00000 PUD 16775973 19081645 16775973 XXXXX XX 00000 PUD 16775974 19081652 16775974 XXXXX XX 00000 Single Family 16775975 19081660 16775975 XXXXXXX XXXXX XX 00000 PUD 16775976 19081678 16775976 XXXXXXX XX 00000 Condominium 16775977 19081686 16775977 XXXXXXXXX XX 00000 Single Family 16775979 19081702 16775979 XXX XXXXXXX XX 00000 PUD 16775980 19081710 16775980 XXXXX XX 00000 PUD 16775982 19081736 16775982 XXXX XXXXX XX 00000 PUD 16775983 19081744 16775983 XXXX XXXX XXXXX XX 00000 PUD 16775984 19081751 16775984 XXXXXXXXXXX XX 00000 PUD 16775986 19081777 16775986 XXXXX XX 00000 PUD 16775989 19081801 16775989 XXXXXX XX 00000 Single Family 16775990 19081819 16775990 XXXXXX AL 35671 Single Family 16775991 19081827 16775991 XXXXXXXX XX 00000 Condominium 16775992 19081835 16775992 XXX XXXXX XX 00000 PUD 16775993 19081843 16775993 XXXXX XXX XXXXX XX 00000 PUD 16775995 19081868 16775995 XXXXXXXX XX 00000 Single Family 16775996 19081876 16775996 XXX XXXXXXX XX 00000 Single Family 16775999 19081900 16775999 XXXXXXXXX XX 00000 PUD 16776000 19081918 16776000 XXXXXXXX XX 00000 Single Family 16776001 19081926 16776001 XXXXXXXXXXX XX 00000 Single Family 16776002 19081934 16776002 XXX XXXXX XX 00000 PUD 16776003 19081942 16776003 XXXX XXX XX 00000 Single Family 16776004 19081959 16776004 XXXX XXXXXXXX XX 00000 Condominium 16776005 19081967 16776005 XXXXXX XX 00000 PUD 16776007 19081983 16776007 XXXXX XXXXX XX 00000 PUD 16776008 19081991 16776008 XXXXXXXX XX 00000 PUD 16776009 19082007 16776009 XXXXXXXXXXXX XX 00000 PUD 16776010 19082015 16776010 XXXXXXXX XX 00000 Condominium 16776011 19082023 16776011 XXXXXX XX 00000 PUD 16776012 19082031 16776012 XXX XXXXX XX 00000 PUD 16776013 19082049 16776013 XXXXXXXX XX 00000 PUD 16776015 19082064 16776015 XXXXX XX 00000 Condominium 16673949 17699612 16673949 XXXXXXXXXXXX XX 00000 Condominium 16673956 17699687 16673956 XXXXX XX 00000 PUD 16673970 17699828 16673970 XXXX XXXXXX XX 00000 Single Family 16673803 17698150 16673803 XXXXXX XX 00000 PUD 16673828 17698408 16673828 XXXXX XX 00000 Single Family 16673843 17698556 16673843 XXXXXXXXX XX 00000 PUD 16673845 17698572 16673845 XXXXX XXXXXXX XX 00000 PUD 16673847 17698598 16673847 XXXXXXXXXXXX XX 00000 Condominium 16673853 17698655 16673853 XXXXX XXXXX XX 00000 PUD 16673854 17698663 16673854 XXXXXXX XX 00000 PUD 16673855 17698671 16673855 XXXX XXXXX XX 00000 PUD 16673856 17698689 16673856 XXXXXXXX XX 00000 Single Family 16673872 17698846 16673872 XXX XXXXX XX 00000 PUD 16673873 17698853 16673873 XXXXXXXX XX 00000 PUD 16673888 17699000 16673888 XXXXXXX XX 00000 PUD 16673897 17699091 16673897 XXXXX XXXX XX 00000 PUD 16673905 17699174 16673905 XXXX XXXX XX 00000 PUD 16673913 17699257 16673913 XXXXX XXXXX XX 00000 PUD 16673914 17699265 16673914 XXX XXXXXXX XX 00000 Single Family 16673918 17699307 16673918 XXXXXXXXX XX 00000 PUD 16673722 17697343 16673722 XXXXXXX XX 00000 PUD 16673735 17697475 16673735 XXX XXXXX XX 00000 PUD 16673741 17697533 16673741 XXX XXXXXXXXX XX 00000 PUD 16673761 17697731 16673761 XXXXX XX 00000 PUD 16673763 17697756 16673763 XXX XXXXX XX 00000 PUD 16673776 17697889 16673776 XXXX XXXXXX XX 00000 PUD 16673687 17696998 16673687 XXXXXXXX XX 00000 Single Family 16673719 17697319 16673719 XXXXXXXXXXX XX 00000 PUD 16673726 17697384 16673726 XXXXXX XX 00000 Single Family 16673749 17697616 16673749 XXX XXXXXXX XX 00000 Single Family 16673756 17697681 16673756 XXX XXXXXXX XX 00000 PUD 16673788 17698002 16673788 XXXXX XXXXXXX XX 00000 Condominium 16673802 17698143 16673802 XXX XXXXX XX 00000 PUD 16673809 17698218 16673809 XX XXXXXX XX 00000 PUD 16673813 17698259 16673813 XXXXX XXXX XX 00000 PUD 16673848 17698606 16673848 XXXXXXXXXXX XX 00000 Single Family 16673863 17698754 16673863 XXXXXXXX XX 00000 Single Family 16673866 17698788 16673866 XXX XXXXX XX 00000 PUD 16673890 17699026 16673890 XXXXXX XXXXX XX 00000 PUD 16673893 17699059 16673893 XXXXXXX XX 00000 PUD 16673908 17699208 16673908 XXX XXXXXXX XX 00000 Single Family 16673912 17699240 16673912 XXXXXX XXXXXX XX 00000 PUD 16673936 17699489 16673936 XXXXXX XX 00000 PUD 16673950 17699620 16673950 XXXXX XX 00000 PUD 16673707 17697194 16673707 XXX XXXXXXX XX 00000 Single Family 16673730 17697426 16673730 XXXXX XXXX XX 00000 PUD 16673734 17697467 16673734 XXXXXX XX 00000 PUD 16673740 17697525 16673740 XXX XXXXXX XX 00000 Single Family 16673787 17697996 16673787 XXXXXXXX XX 00000 PUD 16673821 17698333 16673821 XXX XXXXX XX 00000 PUD 16673824 17698366 16673824 XXXXXXX XX 00000 PUD 16673860 17698721 16673860 XXXXXX XX 00000 PUD 16673869 17698812 16673869 XXXXXX XXXXX XX 00000 PUD 16673902 17699141 16673902 XXXXXXXXX XX 00000 PUD 16673921 17699331 16673921 XXXXXXXXX XX 00000 PUD 16673924 17699364 16673924 XXXXXX XX 00000 Single Family 16673931 17699430 16673931 XXXXX XX 00000 PUD 16673717 17697293 16673717 XXX XXXXXXX XX 00000 Single Family 16673736 17697483 16673736 XXXXXX XXXXXX XX 00000 PUD 16673898 17699109 16673898 XXXXXXX XX 00000 PUD 16673937 17699497 16673937 XXXXXX XX 00000 PUD 16673969 17699810 16673969 XXXXXX XX 00000 PUD 16775985 19081769 16775985 XXXXXXXXXX XX 00000 PUD 16775998 19081892 16775998 XXX XXXXXX XX 00000 PUD 16819975 19261247 16819975 XXXXXX XX 00000 Single Family 16819996 19261452 16819996 XXXXXXXXXXX XX 00000 Single Family 16673685 17696972 16673685 XXXXXXXXXXXXX XX 00000 PUD 16673686 17696980 16673686 XXXXXX XX 00000 PUD 16673688 17697004 16673688 XXXXXXXX XX 00000 Single Family 16673690 17697020 16673690 XXXXXX XX 00000 PUD 16673691 17697038 16673691 XXXXXXXXXXX XX 00000 PUD 16673693 17697053 16673693 XXXXXX XX 00000 Condominium 16673694 17697061 16673694 XXXX XXXXX XX 00000 PUD 16673695 17697079 16673695 XXXXXX XXXXXX XX 00000 PUD 16673696 17697087 16673696 XXXXXXX XX 00000 PUD 16673697 17697095 16673697 XXXXXX XXXXXX XX 00000 PUD 16673698 17697103 16673698 XXXXXX XX 00000 Single Family 16673699 17697111 16673699 XXXXXX XX 00000 PUD 16673700 17697129 16673700 XXXX XXXX XXXXX XX 00000 PUD 16673701 17697137 16673701 XXXXXXXXX XX 00000 PUD 16673702 17697145 16673702 XXXXX XXXXXXX XX 00000 PUD 16673704 17697160 16673704 XXX XXXXX XX 00000 PUD 16673705 17697178 16673705 XXXXXX XX 00000 Single Family 16673706 17697186 16673706 XXXXXXXXXXX XX 00000 PUD 16673708 17697202 16673708 XXXXXXXXXXX XX 00000 PUD 16673709 17697210 16673709 XXXXXXXXXX XX 00000 PUD 16673711 17697236 16673711 XXXXXXXX XX 00000 Condominium 16673712 17697244 16673712 XXXX XXXXXX XX 00000 PUD 16673714 17697269 16673714 XXXXXXXX XX 00000 PUD 16673715 17697277 16673715 XXXXX XXXXX XX 00000 PUD 16673716 17697285 16673716 XXXXXXX XX 00000 PUD 16673718 17697301 16673718 XXXXXXXXX XX 00000 Single Family 16673720 17697327 16673720 XXXXXX XXXXX XX 00000 PUD 16673721 17697335 16673721 XXXXXXX XX 00000 Condominium 16673724 17697368 16673724 XXXXX XXXX XX 00000 PUD 16673725 17697376 16673725 XXXXXXXX XX 00000 PUD 16673727 17697392 16673727 XXXXXXXXX XX 00000 Single Family 16673728 17697400 16673728 XXXXX XXXX XX 00000 PUD 16673729 17697418 16673729 XXXXXXXX XX 00000 PUD 16673731 17697434 16673731 XXXXXXXXXXXXX XX 00000 PUD 16673732 17697442 16673732 XXXXXXXXX XX 00000 PUD 16673733 17697459 16673733 XXXXXX XX 00000 PUD 16673737 17697491 16673737 XXXXXXXX XX 00000 PUD 16673738 17697509 16673738 XXXXXXXXXX XX 00000 PUD 16673739 17697517 16673739 XXX XXXXXXX XX 00000 Single Family 16673742 17697541 16673742 XXXXXXX XX 00000 PUD 16673744 17697566 16673744 XXX XXXXXXXXX XX 00000 PUD 16673746 17697582 16673746 XXXXXX XX 00000 Single Family 16673747 17697590 16673747 XXXXXXXX XX 00000 Single Family 16673748 17697608 16673748 XXXXXXXX XXXXXXX XX 00000 Single Family 16673750 17697624 16673750 XXXXXXXX XX 00000 PUD 16673752 17697640 16673752 XXXX XX 00000 PUD 16673753 17697657 16673753 XXX XXXXXXX XX 00000 PUD 16673755 17697673 16673755 XXXXXXX XX 00000 PUD 16673757 17697699 16673757 XXXXXXXX XX 00000 PUD 16673758 17697707 16673758 XXXXXXXXX XX 00000 PUD 16673760 17697723 16673760 XXXXX XXXXX XX 00000 PUD 16673762 17697749 16673762 XXXXX XX XXXXX XX 00000 PUD 16673764 17697764 16673764 XXX XXXXXX XX 00000 PUD 16673765 17697772 16673765 XXXXXX XX 00000 PUD 16673767 17697798 16673767 FT XXXXX XX 00000 PUD 16673769 17697814 16673769 XXXXXXXX XX 00000 PUD 16673770 17697822 16673770 XXXXX XXX XXXXX XX 00000 PUD 16673771 17697830 16673771 XXXXXXXXX XX 00000 Single Family 16673772 17697848 16673772 XXX XXXXXXX XX 00000 PUD 16673773 17697855 16673773 XXXXXXXX XX 00000 PUD 16673774 17697863 16673774 XXXXXXXX XX 00000 Single Family 16673775 17697871 16673775 XXX XXXXXXX XX 00000 PUD 16673777 17697897 16673777 XXXXXXXXXXX XX 00000 PUD 16673779 17697913 16673779 XXXXXXX XX 00000 PUD 16673780 17697921 16673780 XXXXXX XX 00000 PUD 16673781 17697939 16673781 XXXXXXXXXX XX 00000 PUD 16673782 17697947 16673782 XXX XXXXX XX 00000 PUD 16673784 17697962 16673784 XXXXXX XX 00000 PUD 16673785 17697970 16673785 XXXXXXXXXXX XX 00000 PUD 16673786 17697988 16673786 XXXXXXXX XX 00000 PUD 16673789 17698010 16673789 XXXXX XXXX XX 00000 Single Family 16673791 17698036 16673791 XXX XXXXX XX 00000 PUD 16673792 17698044 16673792 XXXXXXXXX XX 00000 Single Family 16673793 17698051 16673793 FT XXXXX XX 00000 PUD 16673794 17698069 16673794 XXXXXXXXX XX 00000 Single Family 16673795 17698077 16673795 XXXX XXXXX XX 00000 PUD 16673796 17698085 16673796 XXXXXX XX 00000 PUD 16673797 17698093 16673797 XXX XXXXX XX 00000 PUD 16673798 17698101 16673798 XXXXXXXX XX 00000 Single Family 16673799 17698119 16673799 XXXXXXX XXXXX XX 00000 PUD 16673800 17698127 16673800 XXXXXXX XXXXX XX 00000 PUD 16673801 17698135 16673801 XXXXXXXXXX XX 00000 PUD 16673804 17698168 16673804 XXXXXXXXXX XX 00000 PUD 16673805 17698176 16673805 XXXXX XX 00000 Single Family 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19062314 16794576 XXX XXXXX XX 00000 Hi-Rise Condo 16794579 19062348 16794579 XXXXXXXXX XX 00000 Single Family 16794580 19062355 16794580 XXXXXXXXX XX 00000 Single Family 16794581 19062363 16794581 XXXXXXXXX XX 00000 2-4 Family 16794582 19062371 16794582 XXXXXXXXX XX 00000 2-4 Family 16794583 19062389 16794583 XXXXXXXXX XX 00000 PUD 16794584 19062397 16794584 XXXXXX XX 00000 Single Family 16794588 19062439 16794588 XXXXXXXXXXXX XX 00000 Single Family 16794589 19062447 16794589 XXXXXXX XX 00000 Single Family 16794593 19062488 16794593 XXXXXXX XX 00000 Single Family 16794594 19062496 16794594 XXXXXXXXXXX XX 00000 Single Family 16794595 19062504 16794595 XXXXXXXXXX XX 00000 Single Family 16794596 19062512 16794596 XXXXXXX XX 00000 Single Family 16794600 19062553 16794600 XXXXXXX XX 00000 2-4 Family 16794601 19062561 16794601 XXXXXXXXX XX 00000 Single Family 16794602 19062579 16794602 XXXXXX XX 00000 Single Family 16794603 19062587 16794603 XXXXXX XX 00000 Condominium 16794605 19062603 16794605 XXXXXXX XX 00000 PUD 16794607 19062629 16794607 XXXXXXXXXXX XX 00000 PUD 16794610 19062652 16794610 XXXXXXXXXXX XX 00000 Single Family 16794611 19062660 16794611 XXXXXXX XX 00000 Single Family 16794613 19062686 16794613 XXXXXXX XX 00000 Single Family 16794624 19062793 16794624 XXXXXXXXXX XX 00000 Condominium 16794625 19062801 16794625 XXXXXXXX XXXXXX XX 00000 Single Family 16794626 19062819 16794626 XXXXXXXX XX 00000 Single Family 16794627 19062827 16794627 XXXX XXXXXX XX 00000 Single Family 16794628 19062835 16794628 XXXXXXXXX XX 00000 Single Family 16794630 19062850 16794630 XXXXX XXXXX XX 00000 Single Family 16794631 19062868 16794631 XXXXX XXXXX XX 00000 PUD 16794632 19062876 16794632 XXXXX XXXXX XX 00000 PUD 16794633 19062884 16794633 XXXXX XXXXX XX 00000 Single Family 16794637 19062926 16794637 XXXXXXXX XX 00000 Single Family 16794639 19062942 16794639 XXXXXXXX XX 00000 PUD 16794644 19062991 16794644 XXXXXX XXXX XX 00000 PUD 16794647 19063023 16794647 XXX XXXXX XX 00000 Condominium 16794648 19063031 16794648 XXX XXXXX XX 00000 Condominium 16794650 19063056 16794650 XXXXXX XX 00000 Single Family 16794651 19063064 16794651 XXXXX XX 00000 Single Family 16794653 19063080 16794653 ELK XXXXX XX 00000 Single Family 16794654 19063098 16794654 XXXXXXX XX 00000 Single Family 16794657 19063122 16794657 SAUK XXXXXX XX 00000 Single Family 16794658 19063130 16794658 ELK XXXXX XX 00000 Single Family 16794659 19063148 16794659 XXXXXX XX 00000 Single Family 16794661 19063163 16794661 XXXXXX XX 00000 Single Family 16794677 19063320 16794677 XXXXXXXXXX XX 00000 Condominium 16794685 19063403 16794685 XXXXXXXX XX 00000 PUD 16794688 19063437 16794688 XXXXXX XXXXX XX 00000 Single Family 16794690 19063452 16794690 XXXXXXXX XX 00000 Single Family 16794691 19063460 16794691 XXXXXXXXX XX 00000 2-4 Family 16794692 19063478 16794692 XXXXXXX XX 00000 Single Family 16794693 19063486 16794693 XXXXXXX XX 00000 Single Family 16794699 19063544 16794699 XXXXXXXXX XX 00000 Single Family 16794701 19063569 16794701 XXXXXXX XX 00000 Single Family 16794703 19063585 16794703 XXXXXXXX XXXX XX 00000 Single Family 16794706 19063619 16794706 XXXXXXX XX 00000 Single Family 16794707 19063627 16794707 XXXXXX XX 00000 PUD 16794708 19063635 16794708 XXXXXXX XX 00000 Single Family 16794710 19063650 16794710 XXXXXXXX XX 00000 Single Family 16794713 19063684 16794713 XXXXXXXXX XX 00000 Single Family 16794714 19063692 16794714 XXXXXXXXX XX 00000 Single Family 16794715 19063700 16794715 XXXXXX XX 00000 PUD 16795835 19074905 16795835 XXXXXXX XX 00000 Single Family 16794001 19056563 16794001 XXXXX XXXX XX 00000 Single Family 16795064 19067198 16795064 XXXXXXXX XX 00000 Single Family 16796213 19078682 16796213 XXXXXXX XX 00000 Condominium 15541461 12015756 15541461 XXXXXX XX 00000 Single Family 15539772 11999869 15539772 XXXX XXXXXXX XX 00000 Single Family 15538500 11987773 15538500 XXXXXXX XX 00000 Single Family 15538820 11990769 15538820 XXX XXXXXXX XX 00000 Single Family 16379158 16805467 16379158 XXXXX XX 00000 Single Family 16628169 17208265 16628169 XXXXXXXX XX 00000 Single Family 16628222 17208794 16628222 XXXXX XXXX XX 00000 Single Family 16627909 17205667 16627909 XXXXXXX XX 00000 PUD 16627960 17206178 16627960 XXXXXXX XX 00000 Single Family 16627966 17206236 16627966 XXXXXXXXX XX 00000 PUD 16627983 17206400 16627983 XXXXXXX XXXX XX 00000 PUD 16628052 17207093 16628052 XXXXXX XX 00000 PUD 16628055 17207127 16628055 XXXXXXX XX 00000 PUD 16628063 17207200 16628063 XXXXX XXXXX XX 00000 Single Family 16628107 17207648 16628107 XXXXXXXXX XX 00000 Single Family 16394406 16931651 16394406 XXXXXXXXX XX 00000 PUD 16777820 19084508 16777820 XXX XXXX XX 00000 Condominium 16777812 19084425 16777812 XXXX XXXXXX XXXX XX 00000 Single Family 16777830 19084607 16777830 XXXXXXX XX 00000 PUD 16777821 19084516 16777821 XXXX XXXXX XX 00000 Single Family 16777831 19084615 16777831 XXXXXXXXXX XX 00000 Single Family 16777822 19084524 16777822 XXXXX XX 00000 Single Family 16777813 19084433 16777813 XXXXXXX XX 00000 Single Family 16777823 19084532 16777823 XXXX XX XXXXX XX 00000 Condominium 16777832 19084623 16777832 XXX XXXXXX XXXXX XX 00000 PUD 16777814 19084441 16777814 XXXXXXXXXXX XX 00000 Single Family 16777824 19084540 16777824 XXXXXXXXXXXX XX 0000 Single Family 16777833 19084631 16777833 XXXX XXXX XXXXX XX 00000 Condominium 16777825 19084557 16777825 XXXXXXX XX 00000 PUD 16777817 19084474 16777817 XXXXXXX XXXXXXX XX 00000 Single Family 16777827 19084573 16777827 XXXXXXX XXXXX XX 00000 PUD 16777819 19084490 16777819 XXX XXXXXXX XX 00000 2-4 Family 16777828 19084581 16777828 XXXX XXXXX XX 00000 PUD 16728994 18876417 16728994 XXXXXX XXXXXX XX 00000 PUD 16777829 19084599 16777829 XXXX X XXXXX XX 00000 Single Family 16814925 19227941 16814925 XXXXXXX XX 00000 Single Family 16814926 19227958 16814926 XXXXXXXX XXXXX XX 00000 Condominium 16814927 19227966 16814927 XXXXXXXXXX XX 00000 PUD 16814928 19227974 16814928 XXXXXXXXX XX 00000 PUD 16814929 19227982 16814929 XXXXX XX 00000 Condominium 16814930 19227990 16814930 XXXXXXXXXX XX 00000 Single Family 16814931 19228006 16814931 XXXXX XXXXXXX XX 00000 Condominium 16814932 19228014 16814932 XXXXXXXXX XX 00000 PUD 16814933 19228022 16814933 XXXXXXXXX XX 00000 PUD 16814934 19228030 16814934 XXXXXX XXXXX XX 00000 Single Family 16793277 19209717 16793277 XXXXXXXXXX XX 00000 Single Family 16793269 19209634 16793269 XXXXXXX XX 00000 Single Family 16793270 19209642 16793270 XXXXXXXX XXXX XX 00000 PUD 16793271 19209659 16793271 XXXXX XXXXXXX XX 00000 Single Family 16793272 19209667 16793272 XXXXXX XX 00000 Single Family 16793273 19209675 16793273 XXXXXXX XXXXX XX 00000 PUD 16793274 19209683 16793274 XXXXXXXXX XX 00000 PUD 16793237 19209311 16793237 XXXXXXXX XX 0000 Single Family 16793238 19209329 16793238 XXXX XXXXXX XX 00000 Single Family 16793239 19209337 16793239 XXXXXXXX XX 0000 Single Family 16793240 19209345 16793240 XXXXX XXXX XX 00000 Condominium 16793241 19209352 16793241 XXXXXXX XX 00000 PUD 16793242 19209360 16793242 XXXXX XX 00000 Single Family 16793244 19209386 16793244 XXXXXX XX 00000 PUD 16793246 19209402 16793246 XXXXXXXXX XX 00000 Single Family 16793248 19209428 16793248 XXXX XXXXX XX 00000 Condominium 16793249 19209436 16793249 XXXXXXXXXX XX 00000 Single Family 16793250 19209444 16793250 XXXX XXXXXXX XX 0000 Single Family 16793251 19209451 16793251 XXXX XXXXXXXXXX XX 00000 PUD 16793252 19209469 16793252 XXXXXXXXXXX XX 00000 Single Family 16793254 19209485 16793254 XXXXXXX XXXXX XX 00000 Single Family 16793255 19209493 16793255 XXXXXX XX 0000 2-4 Family 16793257 19209519 16793257 XXXXXX XXXXXXX XX 00000 Single Family 16793258 19209527 16793258 XXXXXXXXXX XX 00000 PUD 16793259 19209535 16793259 XXXXXXX XXXXXXXX XX 0000 Single Family 16793260 19209543 16793260 XXXXXXX XX 00000 PUD 16793261 19209550 16793261 XXXXXXXXX XX 0000 Single Family 16793262 19209568 16793262 XXXX XXXXX XX 00000 PUD 16793263 19209576 16793263 XXXX XXXXX XXXXX XX 00000 PUD 16793264 19209584 16793264 XXXXXXX XX 00000 PUD 16793265 19209592 16793265 XXXXXXXX XXXXX XX 00000 Condominium 16793266 19209600 16793266 DESERT HOT XXXXXXX XX 00000 Single Family 16793267 19209618 16793267 XXXXXXXXXX XX 00000 PUD 16793268 19209626 16793268 XXXXXXXX XXXXX XX 00000 PUD 16610855 17187527 16610855 XXXX XXXX XXXXX XX 00000 PUD 16836444 19308626 16836444 XXXXX XXXXX XX 00000 PUD 16836445 19308634 16836445 XXXXXXXX XX 00000 PUD 16836446 19308642 16836446 XXXXXXXXX XX 00000 PUD 16836447 19308659 16836447 XXXXXXX XX 00000 Single Family 16836448 19308667 16836448 XXXX XXX XX 00000 Single Family 16836449 19308675 16836449 XXXXX XX 00000 PUD 16836450 19308683 16836450 XXXX XXXXXXX XX 00000 PUD 16836451 19308691 16836451 XXXXXX XXXX XX 00000 PUD 16836452 19308709 16836452 XXX XXXXX XX 00000 PUD 16836453 19308717 16836453 XXXXXXX XX 00000 PUD 16836454 19308725 16836454 XXXXXXX XX 00000 Condominium 16836455 19308733 16836455 XXXXXXXXXX XX 00000 Townhouse 16836456 19308741 16836456 XXXXXX XX 00000 PUD 16836457 19308758 16836457 XXX XXXX XXXX XX 00000 Single Family 16836458 19308766 16836458 XXX XXXXX XX 00000 PUD 16836459 19308774 16836459 XXXX XX 00000 PUD 16836460 19308782 16836460 XXXX XXXXX XX 00000 Single Family 16836461 19308790 16836461 XXXX XXXXXXXXX XX 00000 PUD 16836462 19308808 16836462 XXXXXXXX XX 00000 Single Family 16836463 19308816 16836463 XXXXXXXX XX 00000 PUD 16836464 19308824 16836464 XXXXXXXXX XX 00000 PUD 16836465 19308832 16836465 XXXXXXX XX 00000 Single Family 16836466 19308840 16836466 XXXXXX XXXXX XX 00000 Single Family 16836412 19308303 16836412 XXXXXX XX 00000 PUD 16836413 19308311 16836413 XXXXXXXXXXXX XX 00000 PUD 16836414 19308329 16836414 XXXXXX XXXXX XX 00000 Single Family 16836415 19308337 16836415 XXXXX XX 00000 Single Family 16836416 19308345 16836416 XXXXXX XX 00000 PUD 16836417 19308352 16836417 XXXXXXXXX XX 00000 PUD 16836418 19308360 16836418 XXXXXXXX XX 00000 Single Family 16836419 19308378 16836419 XXXX XXXXXXXXXX XX 00000 2-4 Family 16836420 19308386 16836420 XXXXXXXX XX 00000 Single Family 16836421 19308394 16836421 XXXXXXX XX 00000 PUD 16836422 19308402 16836422 XXXX XXXXX XX 00000 Single Family 16836423 19308410 16836423 XXXXXXXXX XX 00000 Single Family 16836424 19308428 16836424 XXXXX XX 00000 PUD 16836425 19308436 16836425 XXXXXXX XX 00000 2-4 Family 16836426 19308444 16836426 XXXXXXX XXXX XX 00000 Single Family 16836427 19308451 16836427 XXXXXXXXXX XX 00000 Single Family 16836428 19308469 16836428 XXXXXXX XX 00000 PUD 16836429 19308477 16836429 XXXXXXXXX XX 00000 Single Family 16836430 19308485 16836430 XXXXXXXXXX XX 00000 Single Family 16836431 19308493 16836431 XXX XXXXX XX 00000 PUD 16836432 19308501 16836432 XXXXXXXX XX 00000 Single Family 16836433 19308519 16836433 XXXXXXXXX XX 00000 Single Family 16836434 19308527 16836434 XXXXXXX XX 00000 Single Family 16836435 19308535 16836435 XXXXX XX 00000 Single Family 16836437 19308550 16836437 XXXXXXXXXX XX 00000 Single Family 16836438 19308568 16836438 XXXXX XX 00000 Single Family 16836439 19308576 16836439 XXXXXXXX XX 00000 PUD 16836440 19308584 16836440 XXXXXXX XX 00000 PUD 16836441 19308592 16836441 XXX XXXXX XX 00000 PUD 16836442 19308600 16836442 XXX XXXXX XX 00000 Single Family 16836443 19308618 16836443 RUNNING XXXXXXX XX 00000 Single Family 16836392 19308105 16836392 XXXX XXXXX XX 00000 Single Family 16836393 19308113 16836393 XXXXXXXXXX XX 00000 PUD 16836394 19308121 16836394 XXXXX XXX XX 00000 Single Family 16836395 19308139 16836395 XXXXXXXX XX 00000 PUD 16836396 19308147 16836396 XXXX XX 00000 2-4 Family 16836397 19308154 16836397 XXXXXXXX XX 00000 Single Family 16836398 19308162 16836398 XXXX XXXXXX XX 00000 Condominium 16836399 19308170 16836399 XXXXXXXX XXXXX XX 00000 PUD 16836400 19308188 16836400 XXXX XXXXXXXXXX XX 00000 Single Family 16836401 19308196 16836401 XXXXX XXXXX XX 00000 Single Family 16836402 19308204 16836402 XXXXXXX XX 00000 Single Family 16836403 19308212 16836403 XXXXX XX 00000 Single Family 16836335 19307537 16836335 XXXXX XX 00000 Single Family 16836336 19307545 16836336 XXXXXXX XX 00000 PUD 16836337 19307552 16836337 XXXXX XXXXX XX 00000 Single Family 16836338 19307560 16836338 XXXXXXX XX 00000 Single Family 16836339 19307578 16836339 XXXXXX XX 00000 Single Family 16836340 19307586 16836340 XXXXXXX XX 00000 Single Family 16836341 19307594 16836341 XXXXXXXXXX XX 00000 Single Family 16836343 19307610 16836343 XXXXXX XX 00000 Single Family 16836344 19307628 16836344 XXXXXX XX 00000 Single Family 16836345 19307636 16836345 XXXX XX 00000 2-4 Family 16836346 19307644 16836346 XXXXXXXX XX 00000 Single Family 16836347 19307651 16836347 XXXXXXX XX 00000 Single Family 16836348 19307669 16836348 XXXXXX XX 00000 Single Family 16836349 19307677 16836349 XXXXXXXXX XX 00000 Single Family 16836350 19307685 16836350 XXXXXXX XX 00000 PUD 16836351 19307693 16836351 XXXXX XXXXX XX 00000 PUD 16836352 19307701 16836352 XXXXXX XX 00000 PUD 16836353 19307719 16836353 XXXXX XX 00000 Single Family 16836354 19307727 16836354 XXXXXX XX 00000 PUD 16836355 19307735 16836355 XXXXXXXXX XX 00000 Condominium 16836356 19307743 16836356 XXXXXX XX 00000 Single Family 16836357 19307750 16836357 XXXXX XX 00000 PUD 16836358 19307768 16836358 XXXXXX XX 00000 Single Family 16836359 19307776 16836359 XXXXXXXXXXX XX 00000 Single Family 16836361 19307792 16836361 XXXXXXX XX 00000 PUD 16836362 19307800 16836362 XXX XXXX XX 00000 Single Family 16836363 19307818 16836363 XXXXXXXXXX XX 00000 PUD 16836364 19307826 16836364 XX XXXXXXXXXX XX 00000 2-4 Family 16836365 19307834 16836365 XXXXXX XX 00000 Condominium 16836366 19307842 16836366 XXXXX XX 00000 PUD 16836367 19307859 16836367 XXXXXX XX 00000 Single Family 16836368 19307867 16836368 XXXXXXXXXX XX 00000 PUD 16836369 19307875 16836369 XX XXXXXXXXXX XX 00000 Single Family 16836370 19307883 16836370 XXXXXXXX XX 00000 Single Family 16836371 19307891 16836371 XXXXXX XX 00000 PUD 16836372 19307909 16836372 XXXXXXX XX 00000 Single Family 16836374 19307925 16836374 XXXXXXX XX 00000 Single Family 16836375 19307933 16836375 XXXXXXX XX 00000 Single Family 16836376 19307941 16836376 XXX XXXXXXX XX 00000 Single Family 16836377 19307958 16836377 XXXXXX XX 00000 PUD 16836378 19307966 16836378 XXXXXX XX 00000 Condominium 16836379 19307974 16836379 XXXXX XXXX XX 00000 Condominium 16836380 19307982 16836380 XXXXXXXXX XX 00000 PUD 16836381 19307990 16836381 XXXXX XX 00000 Single Family 16836382 19308006 16836382 XXXX XXXX XX 00000 Single Family 16836383 19308014 16836383 XXXXXXXXX XX 0000 2-4 Family 16836384 19308022 16836384 XXXXXXX XX 00000 PUD 16836385 19308030 16836385 XXXXXXX XX 00000 Single Family 16836386 19308048 16836386 XXXXX XX 00000 Single Family 16836387 19308055 16836387 XXXXXXXXXXX XX 00000 PUD 16836388 19308063 16836388 XX XXXXXXXXXX XX 00000 Condominium 16836389 19308071 16836389 XXXXXXX XX 00000 PUD 16836390 19308089 16836390 XXXXXX XXXXXX XX 00000 PUD 16836391 19308097 16836391 XXX XXXXX XX 00000 Single Family 16836294 19307123 16836294 XXXXXX XX 00000 2-4 Family 16836295 19307131 16836295 XXXXXX XX 00000 PUD 16836296 19307149 16836296 XXXXXXX XX 00000 PUD 16836297 19307156 16836297 XXXXXXXXXXXX XX 00000 Single Family 16836298 19307164 16836298 XXXXXXXXXX XXXX XX 00000 PUD 16836299 19307172 16836299 XXXXXXX XX 00000 Single Family 16836300 19307180 16836300 XXXXXX XXXXXXXXX XX 00000 Single Family 16836301 19307198 16836301 XXX XXXXX XX 00000 Condominium 16836302 19307206 16836302 XXXXX XXX XXXXX XX 00000 PUD 16836303 19307214 16836303 XXX XXXXXXXXXX XX 00000 Single Family 16836304 19307222 16836304 XXXX XXXXX XX 00000 Single Family 16836305 19307230 16836305 XXXXX XXXXXXXXX XX 00000 PUD 16836306 19307248 16836306 XXXXXXXX XXXXXXX XX 00000 Single Family 16836307 19307255 16836307 XXXXXXXXXXXX XX 00000 PUD 16836308 19307263 16836308 XXXXXXXX XX 00000 PUD 16836309 19307271 16836309 XXXXXXX XX 00000 PUD 16836310 19307289 16836310 XXXXXXX XX 00000 Single Family 16836311 19307297 16836311 XXX XXXXXX XX 00000 Single Family 16836312 19307305 16836312 XXXXXX XX 00000 Single Family 16836313 19307313 16836313 XXXXXX XXXXX XX 00000 Single Family 16836314 19307321 16836314 XXXXXXX XX 00000 Single Family 16836315 19307339 16836315 AMERICAN XXXXXX XX 00000 Single Family 16836316 19307347 16836316 XXXXXX XX 00000 PUD 16836317 19307354 16836317 XXXXXXXXX XX 00000 Condominium 16836318 19307362 16836318 XXXXXX XXXXX XX 00000 Single Family 16836319 19307370 16836319 XXXXXXX XX 00000 PUD 16836320 19307388 16836320 XXXXXXXX XX 00000 Single Family 16836321 19307396 16836321 XXXX XXXXX XX 00000 Single Family 16836322 19307404 16836322 XXXX XXXXXXXXXX XX 00000 Single Family 16836323 19307412 16836323 XXXXX XXXXXXXX XX 00000 PUD 16836324 19307420 16836324 XXXXXXXXX XX 00000 Single Family 16836325 19307438 16836325 XXXXXXX XX 00000 Single Family 16836326 19307446 16836326 XXXXXXX XX 00000 PUD 16836327 19307453 16836327 XXXXXXXXXX XX 00000 PUD 16836328 19307461 16836328 XXXXXXX XX 00000 PUD 16836329 19307479 16836329 XXXXXXXXX XX 00000 Single Family 16836330 19307487 16836330 XXXXXXXX XX 00000 Condominium 16836331 19307495 16836331 XXXXXX XX 00000 Single Family 16836332 19307503 16836332 XXXXXX XX 00000 Single Family 16836333 19307511 16836333 XXX XXXXX XX 00000 Single Family 16836289 19307073 16836289 XXXXXXX XX 00000 Single Family 16836290 19307081 16836290 XXXXXXXX XX 00000 Single Family 16836292 19307107 16836292 XXXXXXX XX 00000 PUD 16836293 19307115 16836293 XXXXXXXXXXXX XX 00000 PUD 16836404 19308220 16836404 XXXXXXXXXXX XX 00000 Single Family 16836405 19308238 16836405 XXX XXXXX XX 00000 PUD 16836406 19308246 16836406 XXXXXXXXX XXXXXXX XX 00000 Single Family 16836407 19308253 16836407 XXX XXXX XXXXXX XX 00000 Single Family 16836408 19308261 16836408 XXXXXX XX 00000 Single Family 16836409 19308279 16836409 XXXXXXXX XX 00000 Single Family 16836410 19308287 16836410 XXXXXXXXXX XX 00000 Condominium 16836411 19308295 16836411 XXXXXXXXX XX 00000 Single Family 16773596 19013853 16773596 XXXXXXXXXXX XX 00000 Single Family 16971204 19935857 16971204 XXXXXX XX 00000 Single Family 16971205 19935865 16971205 XXXX XXXXX XX 00000 PUD 16971261 19936426 16971261 XXXXXXX XXXXX XXXX XX 00000 Single Family 16971180 19935618 16971180 XXX XXXX XX 00000 Condominium 16971343 19937242 16971343 XXXXXXXXXX XX 00000 PUD 16971262 19936434 16971262 XXXXXXXXXXX XX 00000 Single Family 16971181 19935626 16971181 XXX XXXX XX 00000 Single Family 16971263 19936442 16971263 XXX XXXXX XX 00000 Single Family 16971344 19937259 16971344 XXXXXXXX XX 00000 Single Family 16971182 19935634 16971182 XXXXXX XX 00000 Single Family 16971264 19936459 16971264 XXXXXXX XX 00000 PUD 16971345 19937267 16971345 XXXXXX XXXX XX 00000 Single Family 16971183 19935642 16971183 XXXXXXXXXX XX 00000 PUD 16971184 19935659 16971184 XXXXXXXXXX XX 00000 Condominium 16971265 19936467 16971265 XXXXXXXXX XX 00000 Single Family 16971346 19937275 16971346 XXXXXXX XX 00000 Condominium 16971347 19937283 16971347 XXXXXXXXXX XX 00000 Condominium 16971266 19936475 16971266 XXXXXX XX 00000 Single Family 16971185 19935667 16971185 XXXX XXXXX XX 00000 Single Family 16971348 19937291 16971348 XXX XXXXX XX 00000 PUD 16971186 19935675 16971186 XXXXXXX XX 00000 Condominium 16971267 19936483 16971267 XXXXX XX 00000 Condominium 16971349 19937309 16971349 XXXX XXXXXX XXXX XX 00000 Single Family 16971268 19936491 16971268 XXXXX XX 00000 Condominium 16971187 19935683 16971187 XXXXXXX XX 00000 Condominium 16971188 19935691 16971188 XXXXXXXXX XXXXX XX 00000 Townhouse 16971269 19936509 16971269 XXXXX XX 00000 Single Family 16971189 19935709 16971189 XXXXX XXXXX XX 00000 PUD 16971350 19937317 16971350 XXXXXXX XX 00000 Single Family 16971270 19936517 16971270 XXXXXXXX XXXXX XX 00000 Single Family 16971351 19937325 16971351 XXXXX XX 00000 PUD 16971271 19936525 16971271 XXXXXXXXXXX XX 00000 Single Family 16971190 19935717 16971190 XXXXXXXXXXXX XXXXX XX 00000 Single Family 16971352 19937333 16971352 XXXXXX XX 00000 Single Family 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13.72 20360101 16796078 12.5 0.5 0.03 0 0.53 11.97 20351201 16796080 13.25 0.5 0.03 0 0.53 12.72 20351201 16796081 12.5 0.5 0.03 0 0.53 11.97 20351201 16796085 10.75 0.5 0.03 0 0.53 10.22 20351201 16796086 13.75 0.5 0.03 0 0.53 13.22 20351201 16796087 15.75 0.5 0.03 0 0.53 15.22 20360101 16796090 12.5 0.5 0.03 0 0.53 11.97 20360101 16796094 13 0.5 0.03 0 0.53 12.47 20360101 16796097 12 0.5 0.03 0 0.53 11.47 20360101 16796098 12 0.5 0.03 0 0.53 11.47 20360101 16796102 13 0.5 0.03 0 0.53 12.47 20360101 16796103 17.75 0.5 0.03 0 0.53 17.22 20360101 16796107 14.5 0.5 0.03 0 0.53 13.97 20360101 16796110 14.75 0.5 0.03 0 0.53 14.22 20360201 16796112 12.5 0.5 0.03 0 0.53 11.97 20360201 16796114 13.75 0.5 0.03 0 0.53 13.22 20360201 16796115 14.5 0.5 0.03 0 0.53 13.97 20360401 16796116 12.25 0.5 0.03 0 0.53 11.72 20360201 16796121 13.75 0.5 0.03 0 0.53 13.22 20360301 16796122 12 0.5 0.03 0 0.53 11.47 20360201 16796124 10.5 0.5 0.03 0 0.53 9.97 20360301 16796125 13.5 0.5 0.03 0 0.53 12.97 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0.03 0 0.53 8.97 20351001 16795730 12.75 0.5 0.03 0 0.53 12.22 20351101 16795734 10.5 0.5 0.03 0 0.53 9.97 20351101 16795737 7.5 0.5 0.03 0 0.53 6.97 20351201 16795741 16.5 0.5 0.03 0 0.53 15.97 20360401 16795742 17.25 0.5 0.03 0 0.53 16.72 20360501 16795743 13 0.5 0.03 0 0.53 12.47 20351101 16795751 6.25 0.5 0.03 0 0.53 5.72 20360401 16795756 13.5 0.5 0.03 0 0.53 12.97 20351201 16795763 10.75 0.5 0.03 0 0.53 10.22 20360101 16795765 12.5 0.5 0.03 0 0.53 11.97 20360101 16795771 12.75 0.5 0.03 0 0.53 12.22 20360101 16795772 13.5 0.5 0.03 0 0.53 12.97 20351201 16795773 12.25 0.5 0.03 0 0.53 11.72 20360301 16795774 12.25 0.5 0.03 0 0.53 11.72 20360701 16795779 10.75 0.5 0.03 0 0.53 10.22 20351001 16795780 11.75 0.5 0.03 0 0.53 11.22 20351101 16795096 16.25 0.5 0.03 0 0.53 15.72 20361001 16795097 16.25 0.5 0.03 0 0.53 15.72 20361001 16795109 15.75 0.5 0.03 0 0.53 15.22 20361001 16795144 15.5 0.5 0.03 0 0.53 14.97 20351001 16795149 16 0.5 0.03 0 0.53 15.47 20351201 16795152 11.25 0.5 0.03 0 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16712942 13.325 0.5 0.03 0 0.53 12.795 20361001 16712943 11.825 0.5 0.03 0 0.53 11.295 20361001 16712944 13.45 0.5 0.03 0 0.53 12.92 20361001 16712945 10.95 0.5 0.03 0 0.53 10.42 20361001 16768800 8.9 0.5 0.03 0 0.53 8.37 20361101 16712947 12.2 0.5 0.03 0 0.53 11.67 20361001 16768801 12.825 0.5 0.03 0 0.53 12.295 20361101 16712948 13.7 0.5 0.03 0 0.53 13.17 20361001 16768802 11.325 0.5 0.03 0 0.53 10.795 20361101 16712949 13.325 0.5 0.03 0 0.53 12.795 20361001 16768838 8.9 0.5 0.03 0 0.53 8.37 20361101 16768839 11.95 0.5 0.03 0 0.53 11.42 20361101 16712980 12.825 0.5 0.03 0 0.53 12.295 20361101 16712981 12.575 0.5 0.03 0 0.53 12.045 20361001 16712982 13 0.5 0.03 0 0.53 12.47 20360901 16712983 12.575 0.5 0.03 0 0.53 12.045 20361001 16712984 13.075 0.5 0.03 0 0.53 12.545 20361001 16712985 11.825 0.5 0.03 0 0.53 11.295 20360901 16712986 11.1 0.5 0.03 0 0.53 10.57 20361001 16712987 13.45 0.5 0.03 0 0.53 12.92 20361001 16768841 11.575 0.5 0.03 0 0.53 11.045 20361101 16712988 10.5 0.5 0.03 0 0.53 9.97 20361001 16768842 11.7 0.5 0.03 0 0.53 11.17 20361101 16712989 10.95 0.5 0.03 0 0.53 10.42 20361101 16768803 10.25 0.5 0.03 0 0.53 9.72 20361101 16768804 10.25 0.5 0.03 0 0.53 9.72 20361101 16768805 11.1 0.5 0.03 0 0.53 10.57 20361101 16768806 11.825 0.5 0.03 0 0.53 11.295 20361101 16768807 13.5 0.5 0.03 0 0.53 12.97 20361101 16768808 12.45 0.5 0.03 0 0.53 11.92 20361101 16768809 11.575 0.5 0.03 0 0.53 11.045 20361101 16712950 11.825 0.5 0.03 0 0.53 11.295 20361101 16712951 11.2 0.5 0.03 0 0.53 10.67 20361101 16712952 13.5 0.5 0.03 0 0.53 12.97 20361001 16712953 13.45 0.5 0.03 0 0.53 12.92 20361001 16712954 12.45 0.5 0.03 0 0.53 11.92 20361101 16712955 13.45 0.5 0.03 0 0.53 12.92 20361001 16712956 12.7 0.5 0.03 0 0.53 12.17 20361001 16768810 13.3 0.5 0.03 0 0.53 12.77 20361101 16712957 11.7 0.5 0.03 0 0.53 11.17 20361001 16768811 11.7 0.5 0.03 0 0.53 11.17 20361101 16712958 10.825 0.5 0.03 0 0.53 10.295 20361101 16712959 10.575 0.5 0.03 0 0.53 10.045 20361001 16768813 13.5 0.5 0.03 0 0.53 12.97 20361101 16768814 10.5 0.5 0.03 0 0.53 9.97 20361101 16768815 10.25 0.5 0.03 0 0.53 9.72 20361101 16768816 8.9 0.5 0.03 0 0.53 8.37 20361101 16768817 12.075 0.5 0.03 0 0.53 11.545 20361101 16768818 12.2 0.5 0.03 0 0.53 11.67 20361101 16768819 13.5 0.5 0.03 0 0.53 12.97 20211101 16712960 12.2 0.5 0.03 0 0.53 11.67 20361101 16712961 12.825 0.5 0.03 0 0.53 12.295 20361101 16712962 12.7 0.5 0.03 0 0.53 12.17 20361001 16712963 11.825 0.5 0.03 0 0.53 11.295 20361001 16712965 12.325 0.5 0.03 0 0.53 11.795 20361101 16712966 14.4 0.5 0.03 0 0.53 13.87 20361001 16768820 12.2 0.5 0.03 0 0.53 11.67 20361101 16712967 13.5 0.5 0.03 0 0.53 12.97 20361101 16712968 11.825 0.5 0.03 0 0.53 11.295 20361001 16768822 10.25 0.5 0.03 0 0.53 9.72 20361101 16712969 12.45 0.5 0.03 0 0.53 11.92 20361101 16768823 11.8 0.5 0.03 0 0.53 11.27 20361101 16768824 9.875 0.5 0.03 0 0.53 9.345 20361101 16768825 8.9 0.5 0.03 0 0.53 8.37 20361101 16768826 10.4 0.5 0.03 0 0.53 9.87 20361101 16768827 10.5 0.5 0.03 0 0.53 9.97 20361101 16768828 10.825 0.5 0.03 0 0.53 10.295 20361101 16768829 12 0.5 0.03 0 0.53 11.47 20361101 16712970 12.075 0.5 0.03 0 0.53 11.545 20361001 16712971 11.95 0.5 0.03 0 0.53 11.42 20361001 16712972 12.7 0.5 0.03 0 0.53 12.17 20361001 16712973 11.9 0.5 0.03 0 0.53 11.37 20361101 16712974 12.95 0.5 0.03 0 0.53 12.42 20361001 16712975 13.9 0.5 0.03 0 0.53 13.37 20361001 16712976 12.325 0.5 0.03 0 0.53 11.795 20361001 16768830 13.6 0.5 0.03 0 0.53 13.07 20361101 16712977 12.45 0.5 0.03 0 0.53 11.92 20361101 16768831 10.25 0.5 0.03 0 0.53 9.72 20361101 16712978 10.575 0.5 0.03 0 0.53 10.045 20361101 16768832 13.5 0.5 0.03 0 0.53 12.97 20361101 16712979 12.825 0.5 0.03 0 0.53 12.295 20361101 16768833 10.25 0.5 0.03 0 0.53 9.72 20361101 16768834 11.9 0.5 0.03 0 0.53 11.37 20361101 16768835 12.075 0.5 0.03 0 0.53 11.545 20361101 16768836 13.2 0.5 0.03 0 0.53 12.67 20361101 16768837 10.5 0.5 0.03 0 0.53 9.97 20361101 16712930 12.2 0.5 0.03 0 0.53 11.67 20361101 16712931 13.075 0.5 0.03 0 0.53 12.545 20361101 16712932 11.075 0.5 0.03 0 0.53 10.545 20361101 16712926 12.075 0.5 0.03 0 0.53 11.545 20361101 16712927 11.825 0.5 0.03 0 0.53 11.295 20361101 16712929 11.7 0.5 0.03 0 0.53 11.17 20361101 16712920 12.2 0.5 0.03 0 0.53 11.67 20361101 16712921 11.825 0.5 0.03 0 0.53 11.295 20361101 16712923 11.2 0.5 0.03 0 0.53 10.67 20361101 16712924 13.6 0.5 0.03 0 0.53 13.07 20361101 16712925 13.5 0.5 0.03 0 0.53 12.97 20361101 16712919 11.825 0.5 0.03 0 0.53 11.295 20361101 16712908 11.075 0.5 0.03 0 0.53 10.545 20361001 16712909 11.95 0.5 0.03 0 0.53 11.42 20361101 16712910 10.575 0.5 0.03 0 0.53 10.045 20361001 16712911 12.575 0.5 0.03 0 0.53 12.045 20361001 16712912 12.325 0.5 0.03 0 0.53 11.795 20361001 16712913 13.2 0.5 0.03 0 0.53 12.67 20361101 16712914 11.45 0.5 0.03 0 0.53 10.92 20361101 16712915 12.95 0.5 0.03 0 0.53 12.42 20361101 16712916 11.825 0.5 0.03 0 0.53 11.295 20361101 16712917 11.575 0.5 0.03 0 0.53 11.045 20361101 16712918 9.85 0.5 0.03 0 0.53 9.32 20361101 16712904 12.825 0.5 0.03 0 0.53 12.295 20361101 16712905 11.7 0.5 0.03 0 0.53 11.17 20361001 16712906 12.325 0.5 0.03 0 0.53 11.795 20361001 16712907 11.2 0.5 0.03 0 0.53 10.67 20361001 16712900 14.4 0.5 0.03 0 0.53 13.87 20361101 16712901 12.95 0.5 0.03 0 0.53 12.42 20361001 16712902 14.1 0.5 0.03 0 0.53 13.57 20361001 16712903 11.95 0.5 0.03 0 0.53 11.42 20361001 16768794 11.95 0.5 0.03 0 0.53 11.42 20361101 16768795 13.55 0.5 0.03 0 0.53 13.02 20361101 16768796 11.575 0.5 0.03 0 0.53 11.045 20361101 16768797 11.825 0.5 0.03 0 0.53 11.295 20361101 16768798 13.5 0.5 0.03 0 0.53 12.97 20361101 16768799 10.575 0.5 0.03 0 0.53 10.045 20361101 16713100 11.95 0.5 0.03 0 0.53 11.42 20361001 16713101 11.95 0.5 0.03 0 0.53 11.42 20361001 16713102 13.325 0.5 0.03 0 0.53 12.795 20360901 16713103 12.2 0.5 0.03 0 0.53 11.67 20361001 16713104 9.875 0.5 0.03 0 0.53 9.345 20360901 16713105 12.95 0.5 0.03 0 0.53 12.42 20360901 16713106 11.7 0.5 0.03 0 0.53 11.17 20361001 16713107 13.575 0.5 0.03 0 0.53 13.045 20361001 16713108 10.45 0.5 0.03 0 0.53 9.92 20360901 16713109 9.875 0.5 0.03 0 0.53 9.345 20361001 16713110 13.2 0.5 0.03 0 0.53 12.67 20360901 16713112 11.825 0.5 0.03 0 0.53 11.295 20361001 16713113 12.075 0.5 0.03 0 0.53 11.545 20361001 16713114 12.5 0.5 0.03 0 0.53 11.97 20360901 16713115 11.45 0.5 0.03 0 0.53 10.92 20360901 16713116 12.5 0.5 0.03 0 0.53 11.97 20361001 16713117 12.625 0.5 0.03 0 0.53 12.095 20360901 16713118 13.2 0.5 0.03 0 0.53 12.67 20360901 16713119 11.95 0.5 0.03 0 0.53 11.42 20361001 16713120 10.45 0.5 0.03 0 0.53 9.92 20361001 16713121 13.45 0.5 0.03 0 0.53 12.92 20361001 16712745 11.95 0.5 0.03 0 0.53 11.42 20361101 16768600 13.7 0.5 0.03 0 0.53 13.17 20361101 16712746 12.825 0.5 0.03 0 0.53 12.295 20361001 16768601 11.55 0.5 0.03 0 0.53 11.02 20361101 16712747 12.45 0.5 0.03 0 0.53 11.92 20361001 16768602 13.6 0.5 0.03 0 0.53 13.07 20361101 16712748 11.7 0.5 0.03 0 0.53 11.17 20361101 16768603 12.2 0.5 0.03 0 0.53 11.67 20361101 16768604 10.4 0.5 0.03 0 0.53 9.87 20361101 16768605 11.95 0.5 0.03 0 0.53 11.42 20361101 16768606 8.9 0.5 0.03 0 0.53 8.37 20361101 16768607 9.875 0.5 0.03 0 0.53 9.345 20361101 16768608 12.7 0.5 0.03 0 0.53 12.17 20361101 16768609 9.875 0.5 0.03 0 0.53 9.345 20361101 16712750 9.075 0.5 0.03 0 0.53 8.545 20361101 16712751 13.2 0.5 0.03 0 0.53 12.67 20361001 16712752 11.95 0.5 0.03 0 0.53 11.42 20360901 16712753 11.45 0.5 0.03 0 0.53 10.92 20361001 16712754 11.95 0.5 0.03 0 0.53 11.42 20361001 16712755 12.9 0.5 0.03 0 0.53 12.37 20360901 16768610 9.85 0.5 0.03 0 0.53 9.32 20361101 16712756 11.575 0.5 0.03 0 0.53 11.045 20361001 16768611 9.85 0.5 0.03 0 0.53 9.32 20361101 16712757 13.3 0.5 0.03 0 0.53 12.77 20360901 16768612 12.1 0.5 0.03 0 0.53 11.57 20361101 16712758 11.575 0.5 0.03 0 0.53 11.045 20361001 16768613 9.85 0.5 0.03 0 0.53 9.32 20361101 16712759 13.2 0.5 0.03 0 0.53 12.67 20361001 16768614 9.85 0.5 0.03 0 0.53 9.32 20361101 16768615 9.85 0.5 0.03 0 0.53 9.32 20361101 16768616 9.85 0.5 0.03 0 0.53 9.32 20361101 16712725 12.325 0.5 0.03 0 0.53 11.795 20360801 16712727 10.825 0.5 0.03 0 0.53 10.295 20361001 16712728 12.075 0.5 0.03 0 0.53 11.545 20361001 16712729 11.075 0.5 0.03 0 0.53 10.545 20361001 16712730 11.575 0.5 0.03 0 0.53 11.045 20361001 16712731 11.825 0.5 0.03 0 0.53 11.295 20361001 16712732 11.95 0.5 0.03 0 0.53 11.42 20361001 16712733 12.7 0.5 0.03 0 0.53 12.17 20361001 16712734 11.45 0.5 0.03 0 0.53 10.92 20361001 16712735 12.7 0.5 0.03 0 0.53 12.17 20361001 16712736 11.45 0.5 0.03 0 0.53 10.92 20361001 16712737 12.7 0.5 0.03 0 0.53 12.17 20361001 16712738 11.2 0.5 0.03 0 0.53 10.67 20361001 16712739 11.325 0.5 0.03 0 0.53 10.795 20361001 16712740 13.45 0.5 0.03 0 0.53 12.92 20361001 16712741 11.45 0.5 0.03 0 0.53 10.92 20361001 16712742 11.575 0.5 0.03 0 0.53 11.045 20361001 16712743 9.87 0.5 0.03 0 0.53 9.34 20361101 16712744 10.4 0.5 0.03 0 0.53 9.87 20361001 16689800 11.7 0.5 0.03 0 0.53 11.17 20361001 16768585 11.95 0.5 0.03 0 0.53 11.42 20361101 16768586 12.45 0.5 0.03 0 0.53 11.92 20361001 16768587 11.325 0.5 0.03 0 0.53 10.795 20361101 16768588 11.1 0.5 0.03 0 0.53 10.57 20361101 16768589 11.825 0.5 0.03 0 0.53 11.295 20361101 16642662 11.825 0.5 0.03 0 0.53 11.295 20360801 16768590 12.45 0.5 0.03 0 0.53 11.92 20361101 16768591 11.95 0.5 0.03 0 0.53 11.42 20361101 16768592 12.325 0.5 0.03 0 0.53 11.795 20361101 16768593 12.825 0.5 0.03 0 0.53 12.295 20361101 16768594 11.95 0.5 0.03 0 0.53 11.42 20361101 16768595 12.7 0.5 0.03 0 0.53 12.17 20361101 16768596 11.825 0.5 0.03 0 0.53 11.295 20361101 16768597 12.7 0.5 0.03 0 0.53 12.17 20361101 16768598 12.575 0.5 0.03 0 0.53 12.045 20361101 16768599 12.2 0.5 0.03 0 0.53 11.67 20361101 16768561 10.85 0.5 0.03 0 0.53 10.32 20361101 16768562 11.325 0.5 0.03 0 0.53 10.795 20361101 16768563 11.95 0.5 0.03 0 0.53 11.42 20361001 16768564 12.825 0.5 0.03 0 0.53 12.295 20360901 16768565 11.825 0.5 0.03 0 0.53 11.295 20361001 16768566 11.825 0.5 0.03 0 0.53 11.295 20361001 16768567 11.45 0.5 0.03 0 0.53 10.92 20361001 16768568 12.95 0.5 0.03 0 0.53 12.42 20361101 16768569 11.7 0.5 0.03 0 0.53 11.17 20361001 16642640 13.2 0.5 0.03 0 0.53 12.67 20360901 16768571 11.7 0.5 0.03 0 0.53 11.17 20361101 16768572 13.5 0.5 0.03 0 0.53 12.97 20361101 16768573 12.7 0.5 0.03 0 0.53 12.17 20361101 16768574 9.85 0.5 0.03 0 0.53 9.32 20361101 16768578 11.575 0.5 0.03 0 0.53 11.045 20361101 16768580 12.7 0.5 0.03 0 0.53 12.17 20361101 16768582 11.95 0.5 0.03 0 0.53 11.42 20361001 16768583 10.825 0.5 0.03 0 0.53 10.295 20361101 16768584 13.325 0.5 0.03 0 0.53 12.795 20361101 16768558 11.7 0.5 0.03 0 0.53 11.17 20361101 16768559 11.7 0.5 0.03 0 0.53 11.17 20361101 16768560 11.575 0.5 0.03 0 0.53 11.045 20361101 16713082 11.825 0.5 0.03 0 0.53 11.295 20361001 16713083 9.875 0.5 0.03 0 0.53 9.345 20361001 16713084 9.875 0.5 0.03 0 0.53 9.345 20361001 16713085 11.325 0.5 0.03 0 0.53 10.795 20361101 16713086 11.7 0.5 0.03 0 0.53 11.17 20360901 16713088 11.45 0.5 0.03 0 0.53 10.92 20360901 16713090 12.45 0.5 0.03 0 0.53 11.92 20361001 16713091 12.325 0.5 0.03 0 0.53 11.795 20361001 16713092 10.375 0.5 0.03 0 0.53 9.845 20360801 16713093 9.875 0.5 0.03 0 0.53 9.345 20360901 16713094 9.3 0.5 0.03 0 0.53 8.77 20360901 16713095 11.825 0.5 0.03 0 0.53 11.295 20361001 16713096 12.075 0.5 0.03 0 0.53 11.545 20361001 16713097 12.45 0.5 0.03 0 0.53 11.92 20360901 16713098 11.95 0.5 0.03 0 0.53 11.42 20360901 16713099 13 0.5 0.03 0 0.53 12.47 20360901 16713070 10.625 0.5 0.03 0 0.53 10.095 20360701 16713071 10.925 0.5 0.03 0 0.53 10.395 20360801 16713072 9.875 0.5 0.03 0 0.53 9.345 20360901 16713073 12.45 0.5 0.03 0 0.53 11.92 20360901 16713074 13.6 0.5 0.03 0 0.53 13.07 20361001 16713075 9.875 0.5 0.03 0 0.53 9.345 20360801 16713076 12.75 0.5 0.03 0 0.53 12.22 20360801 16713077 9.875 0.5 0.03 0 0.53 9.345 20360801 16713078 10.45 0.5 0.03 0 0.53 9.92 20361001 16713079 13 0.5 0.03 0 0.53 12.47 20361001 16713080 9.575 0.5 0.03 0 0.53 9.045 20360901 16713000 8.9 0.5 0.03 0 0.53 8.37 20361101 16713001 8.9 0.5 0.03 0 0.53 8.37 20361001 16713002 8.9 0.5 0.03 0 0.53 8.37 20361101 16713003 8.9 0.5 0.03 0 0.53 8.37 20361101 16713004 12.45 0.5 0.03 0 0.53 11.92 20361101 16713005 12.2 0.5 0.03 0 0.53 11.67 20361101 16713006 10.575 0.5 0.03 0 0.53 10.045 20360801 16713007 11.25 0.5 0.03 0 0.53 10.72 20360901 16713008 12.75 0.5 0.03 0 0.53 12.22 20360801 16713009 10.25 0.5 0.03 0 0.53 9.72 20361101 16713010 12.825 0.5 0.03 0 0.53 12.295 20361001 16713011 12.625 0.5 0.03 0 0.53 12.095 20361001 16713012 12.825 0.5 0.03 0 0.53 12.295 20360901 16713013 13.7 0.5 0.03 0 0.53 13.17 20361001 16713014 12.2 0.5 0.03 0 0.53 11.67 20361001 16713016 12.075 0.5 0.03 0 0.53 11.545 20361001 16713017 11.7 0.5 0.03 0 0.53 11.17 20361001 16713018 12.2 0.5 0.03 0 0.53 11.67 20361001 16713019 9.875 0.5 0.03 0 0.53 9.345 20361001 16406359 11.175 0.5 0.03 0 0.53 10.645 20360701 16713020 10.2 0.5 0.03 0 0.53 9.67 20361101 16713021 11.7 0.5 0.03 0 0.53 11.17 20361001 16713022 9.875 0.5 0.03 0 0.53 9.345 20361001 16713023 9.575 0.5 0.03 0 0.53 9.045 20361001 16713024 11.35 0.5 0.03 0 0.53 10.82 20361101 16713025 11.95 0.5 0.03 0 0.53 11.42 20361101 16713026 11.45 0.5 0.03 0 0.53 10.92 20361001 16713027 12.5 0.5 0.03 0 0.53 11.97 20361101 16713029 12.5 0.5 0.03 0 0.53 11.97 20361101 16713030 10.825 0.5 0.03 0 0.53 10.295 20361101 16713031 12.5 0.5 0.03 0 0.53 11.97 20361101 16713032 10.95 0.5 0.03 0 0.53 10.42 20361001 16713033 11.95 0.5 0.03 0 0.53 11.42 20361101 16713034 12.5 0.5 0.03 0 0.53 11.97 20361001 16713035 12.5 0.5 0.03 0 0.53 11.97 20361001 16713036 10.5 0.5 0.03 0 0.53 9.97 20361001 16713037 14.85 0.5 0.03 0 0.53 14.32 20361101 16713038 11.7 0.5 0.03 0 0.53 11.17 20361001 16713040 12.7 0.5 0.03 0 0.53 12.17 20361001 16713041 13.75 0.5 0.03 0 0.53 13.22 20361001 16713042 11.825 0.5 0.03 0 0.53 11.295 20361101 16713043 13.8 0.5 0.03 0 0.53 13.27 20361101 16713044 11.7 0.5 0.03 0 0.53 11.17 20361101 16713046 11.575 0.5 0.03 0 0.53 11.045 20361101 16713047 12.5 0.5 0.03 0 0.53 11.97 20361101 16713048 12.5 0.5 0.03 0 0.53 11.97 20361101 16713049 12.5 0.5 0.03 0 0.53 11.97 20361101 16713050 12.575 0.5 0.03 0 0.53 12.045 20360801 16713052 11.2 0.5 0.03 0 0.53 10.67 20361001 16713053 10.5 0.5 0.03 0 0.53 9.97 20361001 16713054 11.825 0.5 0.03 0 0.53 11.295 20360901 16713055 10.5 0.5 0.03 0 0.53 9.97 20361001 16713056 10.5 0.5 0.03 0 0.53 9.97 20361101 16713057 10.825 0.5 0.03 0 0.53 10.295 20361001 16713058 11.05 0.5 0.03 0 0.53 10.52 20361001 16713059 10.5 0.5 0.03 0 0.53 9.97 20361001 16713060 12.45 0.5 0.03 0 0.53 11.92 20360801 16713061 13.65 0.5 0.03 0 0.53 13.12 20361001 16713062 12.325 0.5 0.03 0 0.53 11.795 20361001 16713063 12.925 0.5 0.03 0 0.53 12.395 20360501 16713064 10.425 0.5 0.03 0 0.53 9.895 20360601 16713065 12.075 0.5 0.03 0 0.53 11.545 20360901 16713067 13.05 0.5 0.03 0 0.53 12.52 20360601 16713068 11.925 0.5 0.03 0 0.53 11.395 20360601 16713069 12.05 0.5 0.03 0 0.53 11.52 20360801 16713149 13.2 0.5 0.03 0 0.53 12.67 20361001 16713150 11.825 0.5 0.03 0 0.53 11.295 20361101 16713151 12.575 0.5 0.03 0 0.53 12.045 20361101 16713152 11.25 0.5 0.03 0 0.53 10.72 20360801 16712990 11.95 0.5 0.03 0 0.53 11.42 20361001 16712991 12.075 0.5 0.03 0 0.53 11.545 20361001 16713123 10.825 0.5 0.03 0 0.53 10.295 20361001 16713124 11.575 0.5 0.03 0 0.53 11.045 20361001 16713125 12.825 0.5 0.03 0 0.53 12.295 20361001 16713126 11.075 0.5 0.03 0 0.53 10.545 20361001 16713127 9.875 0.5 0.03 0 0.53 9.345 20361001 16713128 13.3 0.5 0.03 0 0.53 12.77 20361001 16713129 11.575 0.5 0.03 0 0.53 11.045 20361001 16713130 13.5 0.5 0.03 0 0.53 12.97 20361001 16713131 12.45 0.5 0.03 0 0.53 11.92 20361001 16713132 12.5 0.5 0.03 0 0.53 11.97 20361001 16713133 9.875 0.5 0.03 0 0.53 9.345 20361001 16713134 9.875 0.5 0.03 0 0.53 9.345 20361001 16713135 12.325 0.5 0.03 0 0.53 11.795 20361001 16713136 13.5 0.5 0.03 0 0.53 12.97 20361001 16713137 13.3 0.5 0.03 0 0.53 12.77 20361001 16713138 12.325 0.5 0.03 0 0.53 11.795 20361001 16713139 12.6 0.5 0.03 0 0.53 12.07 20361001 16713140 12.075 0.5 0.03 0 0.53 11.545 20361001 16713141 11.95 0.5 0.03 0 0.53 11.42 20361001 16713143 9.875 0.5 0.03 0 0.53 9.345 20361001 16713144 12.2 0.5 0.03 0 0.53 11.67 20361101 16713145 11.7 0.5 0.03 0 0.53 11.17 20361001 16713146 11.825 0.5 0.03 0 0.53 11.295 20361001 16713147 12.825 0.5 0.03 0 0.53 12.295 20361001 16713148 10.05 0.5 0.03 0 0.53 9.52 20361001 16768654 12.45 0.5 0.03 0 0.53 11.92 20361101 16768655 12.2 0.5 0.03 0 0.53 11.67 20361101 16768656 11.325 0.5 0.03 0 0.53 10.795 20361101 16642453 13.6 0.5 0.03 0 0.53 13.07 20360901 16768846 12.5 0.5 0.03 0 0.53 11.97 20361101 16768847 11.325 0.5 0.03 0 0.53 10.795 20361101 16768848 9.95 0.5 0.03 0 0.53 9.42 20361101 16768849 11.95 0.5 0.03 0 0.53 11.42 20361101 16768843 11.95 0.5 0.03 0 0.53 11.42 20361101 16768844 12.2 0.5 0.03 0 0.53 11.67 20361101 16768845 11.7 0.5 0.03 0 0.53 11.17 20361101 16713196 12.575 0.5 0.03 0 0.53 12.045 20361101 16713197 9.575 0.5 0.03 0 0.53 9.045 20361101 16713198 12.875 0.5 0.03 0 0.53 12.345 20361101 16713199 11.2 0.5 0.03 0 0.53 10.67 20361101 16713182 13.45 0.5 0.03 0 0.53 12.92 20361101 16713183 11.7 0.5 0.03 0 0.53 11.17 20361001 16713184 10.5 0.5 0.03 0 0.53 9.97 20361001 16713185 10.45 0.5 0.03 0 0.53 9.92 20361101 16713186 11.325 0.5 0.03 0 0.53 10.795 20361101 16713187 12.325 0.5 0.03 0 0.53 11.795 20361001 16713188 11.45 0.5 0.03 0 0.53 10.92 20361101 16713189 11.075 0.5 0.03 0 0.53 10.545 20361001 16713190 13.7 0.5 0.03 0 0.53 13.17 20361001 16713191 12.45 0.5 0.03 0 0.53 11.92 20361001 16713193 13 0.5 0.03 0 0.53 12.47 20361101 16713194 12.325 0.5 0.03 0 0.53 11.795 20361001 16713195 10.825 0.5 0.03 0 0.53 10.295 20361101 16713153 12.45 0.5 0.03 0 0.53 11.92 20361001 16713154 14.325 0.5 0.03 0 0.53 13.795 20361001 16713155 11.875 0.5 0.03 0 0.53 11.345 20361001 16713156 13.325 0.5 0.03 0 0.53 12.795 20361001 16713157 9.875 0.5 0.03 0 0.53 9.345 20361101 16713158 9.875 0.5 0.03 0 0.53 9.345 20361101 16713159 13.2 0.5 0.03 0 0.53 12.67 20361101 16713160 11.825 0.5 0.03 0 0.53 11.295 20361101 16713161 12.8 0.5 0.03 0 0.53 12.27 20360901 16713162 11.7 0.5 0.03 0 0.53 11.17 20361101 16713163 13.3 0.5 0.03 0 0.53 12.77 20361001 16713164 11.95 0.5 0.03 0 0.53 11.42 20361001 16713165 12.575 0.5 0.03 0 0.53 12.045 20361101 16713166 10.25 0.5 0.03 0 0.53 9.72 20361101 16713167 10.7 0.5 0.03 0 0.53 10.17 20361001 16713168 8.9 0.5 0.03 0 0.53 8.37 20361101 16713169 10.825 0.5 0.03 0 0.53 10.295 20361101 16713170 12.95 0.5 0.03 0 0.53 12.42 20361001 16713171 12.2 0.5 0.03 0 0.53 11.67 20361101 16713172 11.7 0.5 0.03 0 0.53 11.17 20361101 16713173 11.95 0.5 0.03 0 0.53 11.42 20361101 16713174 11.45 0.5 0.03 0 0.53 10.92 20361101 16713175 8.9 0.5 0.03 0 0.53 8.37 20361101 16713176 12.2 0.5 0.03 0 0.53 11.67 20361001 16713177 12.2 0.5 0.03 0 0.53 11.67 20361101 16713178 11.2 0.5 0.03 0 0.53 10.67 20361101 16713179 13.5 0.5 0.03 0 0.53 12.97 20361001 16713180 9.875 0.5 0.03 0 0.53 9.345 20361101 16713181 12.45 0.5 0.03 0 0.53 11.92 20361101 16768652 11.7 0.5 0.03 0 0.53 11.17 20361101 16712798 11.8 0.5 0.03 0 0.53 11.27 20360701 16768653 10.95 0.5 0.03 0 0.53 10.42 20361101 16712799 11.45 0.5 0.03 0 0.53 10.92 20361001 16713200 11.1 0.5 0.03 0 0.53 10.57 20361101 16713201 11.575 0.5 0.03 0 0.53 11.045 20361101 16713202 12.45 0.5 0.03 0 0.53 11.92 20361001 16713203 12.7 0.5 0.03 0 0.53 12.17 20361001 16713204 10.825 0.5 0.03 0 0.53 10.295 20361001 16713205 11.45 0.5 0.03 0 0.53 10.92 20361101 16713206 11.95 0.5 0.03 0 0.53 11.42 20361101 16713207 12.7 0.5 0.03 0 0.53 12.17 20361101 16713209 12.95 0.5 0.03 0 0.53 12.42 20361101 16713210 13.3 0.5 0.03 0 0.53 12.77 20361001 16713211 14 0.5 0.03 0 0.53 13.47 20361101 16713212 10.25 0.5 0.03 0 0.53 9.72 20361101 16713213 11.7 0.5 0.03 0 0.53 11.17 20361101 16713214 11.1 0.5 0.03 0 0.53 10.57 20361101 16713215 11.325 0.5 0.03 0 0.53 10.795 20361101 16713216 10.95 0.5 0.03 0 0.53 10.42 20361001 16713217 10.25 0.5 0.03 0 0.53 9.72 20361101 16713219 13.075 0.5 0.03 0 0.53 12.545 20361101 16713220 12.5 0.5 0.03 0 0.53 11.97 20361101 16713221 12.95 0.5 0.03 0 0.53 12.42 20361001 16713222 13.5 0.5 0.03 0 0.53 12.97 20361001 16713223 12.325 0.5 0.03 0 0.53 11.795 20361001 16713224 12.2 0.5 0.03 0 0.53 11.67 20361101 16713226 11.825 0.5 0.03 0 0.53 11.295 20361101 16713227 12.7 0.5 0.03 0 0.53 12.17 20361001 16713228 11.45 0.5 0.03 0 0.53 10.92 20361101 16713229 12.825 0.5 0.03 0 0.53 12.295 20361101 16713230 13.075 0.5 0.03 0 0.53 12.545 20361101 16713231 12.5 0.5 0.03 0 0.53 11.97 20361101 16713232 10.25 0.5 0.03 0 0.53 9.72 20361101 16713233 12.2 0.5 0.03 0 0.53 11.67 20361001 16713234 10.25 0.5 0.03 0 0.53 9.72 20361101 16713235 10.575 0.5 0.03 0 0.53 10.045 20361101 16713236 11.825 0.5 0.03 0 0.53 11.295 20361101 16713237 11.575 0.5 0.03 0 0.53 11.045 20361101 16713238 8.9 0.5 0.03 0 0.53 8.37 20361101 16713239 11.825 0.5 0.03 0 0.53 11.295 20361101 16713240 13.2 0.5 0.03 0 0.53 12.67 20361101 16713241 11.95 0.5 0.03 0 0.53 11.42 20361101 16713242 11.825 0.5 0.03 0 0.53 11.295 20361101 16713243 10.25 0.5 0.03 0 0.53 9.72 20361101 16713244 11.2 0.5 0.03 0 0.53 10.67 20361101 16713245 9.875 0.5 0.03 0 0.53 9.345 20361101 16713246 11.95 0.5 0.03 0 0.53 11.42 20361101 16713247 12.075 0.5 0.03 0 0.53 11.545 20361101 16713248 11.575 0.5 0.03 0 0.53 11.045 20361101 16713249 12.2 0.5 0.03 0 0.53 11.67 20361101 16713250 10.25 0.5 0.03 0 0.53 9.72 20361101 16713251 13.2 0.5 0.03 0 0.53 12.67 20361101 16713252 11.575 0.5 0.03 0 0.53 11.045 20361101 16713253 10.25 0.5 0.03 0 0.53 9.72 20361101 16713254 11.575 0.5 0.03 0 0.53 11.045 20361101 16713255 10.325 0.5 0.03 0 0.53 9.795 20361101 16713256 11.575 0.5 0.03 0 0.53 11.045 20361101 16713257 11.325 0.5 0.03 0 0.53 10.795 20361101 16713258 12.45 0.5 0.03 0 0.53 11.92 20361101 16713259 10.575 0.5 0.03 0 0.53 10.045 20361101 16713260 11.825 0.5 0.03 0 0.53 11.295 20361101 16768617 9.85 0.5 0.03 0 0.53 9.32 20361101 16768618 9.85 0.5 0.03 0 0.53 9.32 20361101 16768619 9.85 0.5 0.03 0 0.53 9.32 20361101 16712760 10.7 0.5 0.03 0 0.53 10.17 20361101 16712761 12.95 0.5 0.03 0 0.53 12.42 20361001 16712763 11.7 0.5 0.03 0 0.53 11.17 20361001 16712764 11.575 0.5 0.03 0 0.53 11.045 20361001 16712765 11.825 0.5 0.03 0 0.53 11.295 20361001 16768620 9.85 0.5 0.03 0 0.53 9.32 20361101 16712766 12.7 0.5 0.03 0 0.53 12.17 20361001 16768621 11.45 0.5 0.03 0 0.53 10.92 20361101 16712767 11.7 0.5 0.03 0 0.53 11.17 20361101 16768622 12.45 0.5 0.03 0 0.53 11.92 20361101 16712768 12.325 0.5 0.03 0 0.53 11.795 20361001 16712769 12.2 0.5 0.03 0 0.53 11.67 20361101 16768624 9.85 0.5 0.03 0 0.53 9.32 20361101 16768625 9.85 0.5 0.03 0 0.53 9.32 20361101 16768626 11.575 0.5 0.03 0 0.53 11.045 20361101 16768627 12.1 0.5 0.03 0 0.53 11.57 20361101 16768628 12.575 0.5 0.03 0 0.53 12.045 20361101 16712770 13.5 0.5 0.03 0 0.53 12.97 20361101 16712771 13.3 0.5 0.03 0 0.53 12.77 20361001 16712772 11.2 0.5 0.03 0 0.53 10.67 20361101 16712774 10.175 0.5 0.03 0 0.53 9.645 20361001 16712775 10.5 0.5 0.03 0 0.53 9.97 20361001 16768630 12.45 0.5 0.03 0 0.53 11.92 20361101 16712776 12.075 0.5 0.03 0 0.53 11.545 20361101 16768632 9.075 0.5 0.03 0 0.53 8.545 20361101 16712778 12.075 0.5 0.03 0 0.53 11.545 20361101 16768633 12.075 0.5 0.03 0 0.53 11.545 20361101 16712779 10.5 0.5 0.03 0 0.53 9.97 20361001 16768634 13.2 0.5 0.03 0 0.53 12.67 20361101 16768635 12.2 0.5 0.03 0 0.53 11.67 20361101 16768636 12.075 0.5 0.03 0 0.53 11.545 20361101 16768637 13.2 0.5 0.03 0 0.53 12.67 20361101 16768638 12.7 0.5 0.03 0 0.53 12.17 20361101 16768639 11.825 0.5 0.03 0 0.53 11.295 20361101 16712780 11.75 0.5 0.03 0 0.53 11.22 20361001 16712781 13.325 0.5 0.03 0 0.53 12.795 20361101 16712782 11.1 0.5 0.03 0 0.53 10.57 20361001 16712783 12.5 0.5 0.03 0 0.53 11.97 20361001 16712784 12.825 0.5 0.03 0 0.53 12.295 20361001 16712785 9.875 0.5 0.03 0 0.53 9.345 20361001 16768640 10.95 0.5 0.03 0 0.53 10.42 20361101 16712786 12.5 0.5 0.03 0 0.53 11.97 20361001 16768641 12.825 0.5 0.03 0 0.53 12.295 20361101 16712787 11.45 0.5 0.03 0 0.53 10.92 20361001 16712788 12.2 0.5 0.03 0 0.53 11.67 20361001 16768643 12.825 0.5 0.03 0 0.53 12.295 20361101 16712789 10.825 0.5 0.03 0 0.53 10.295 20361001 16768644 11.825 0.5 0.03 0 0.53 11.295 20361101 16768645 11.825 0.5 0.03 0 0.53 11.295 20211101 16768646 12.325 0.5 0.03 0 0.53 11.795 20361101 16768647 9.1 0.5 0.03 0 0.53 8.57 20361101 16768648 13.325 0.5 0.03 0 0.53 12.795 20361001 16768649 12.75 0.5 0.03 0 0.53 12.22 20361001 16671073 11.95 0.5 0.03 0 0.53 11.42 20360901 16712790 10.5 0.5 0.03 0 0.53 9.97 20361001 16712791 10.5 0.5 0.03 0 0.53 9.97 20361001 16712792 11.45 0.5 0.03 0 0.53 10.92 20361001 16712793 11.075 0.5 0.03 0 0.53 10.545 20361101 16712795 11.45 0.5 0.03 0 0.53 10.92 20361101 16768650 11.2 0.5 0.03 0 0.53 10.67 20361101 16712796 12.7 0.5 0.03 0 0.53 12.17 20361001 16768651 11.825 0.5 0.03 0 0.53 11.295 20361101 16712797 12.075 0.5 0.03 0 0.53 11.545 20361001 16729060 12 0.5 0.03 0 0.53 11.47 20211101 16729061 11.875 0.5 0.03 0 0.53 11.345 20311101 16729062 10.625 0.5 0.03 0 0.53 10.095 20311101 16729063 12.625 0.5 0.03 0 0.53 12.095 20311101 16729064 13.125 0.5 0.03 0 0.53 12.595 20311101 16729065 10.75 0.5 0.03 0 0.53 10.22 20311101 16729066 12.5 0.5 0.03 0 0.53 11.97 20311101 16729067 12.125 0.5 0.03 0 0.53 11.595 20311101 16729068 10.375 0.5 0.03 0 0.53 9.845 20311101 16729069 11.25 0.5 0.03 0 0.53 10.72 20311101 16729070 12.375 0.5 0.03 0 0.53 11.845 20311101 16729071 11.5 0.5 0.03 0 0.53 10.97 20311101 16729072 10.875 0.5 0.03 0 0.53 10.345 20311101 16729073 10.375 0.5 0.03 0 0.53 9.845 20311101 16729074 12 0.5 0.03 0 0.53 11.47 20311101 16729075 11 0.5 0.03 0 0.53 10.47 20311101 16729076 13.125 0.5 0.03 0 0.53 12.595 20311101 16729077 10.25 0.5 0.03 0 0.53 9.72 20311101 16729078 10.625 0.5 0.03 0 0.53 10.095 20311101 16729079 12.125 0.5 0.03 0 0.53 11.595 20311101 16729080 10.375 0.5 0.03 0 0.53 9.845 20311101 16729081 12.375 0.5 0.03 0 0.53 11.845 20311101 16729082 11.375 0.5 0.03 0 0.53 10.845 20311101 16729083 10.625 0.5 0.03 0 0.53 10.095 20311101 16729084 12.625 0.5 0.03 0 0.53 12.095 20311101 16729085 11.375 0.5 0.03 0 0.53 10.845 20311101 16729086 11.875 0.5 0.03 0 0.53 11.345 20311101 16729087 10.125 0.5 0.03 0 0.53 9.595 20311101 16729088 12.375 0.5 0.03 0 0.53 11.845 20311101 16729089 12.375 0.5 0.03 0 0.53 11.845 20311101 16729058 11.25 0.5 0.03 0 0.53 10.72 20311101 16729059 14 0.5 0.03 0 0.53 13.47 20311101 16729043 13.375 0.5 0.03 0 0.53 12.845 20311101 16729044 12.5 0.5 0.03 0 0.53 11.97 20311101 16729045 11.125 0.5 0.03 0 0.53 10.595 20311101 16729046 12.125 0.5 0.03 0 0.53 11.595 20311101 16729047 12.625 0.5 0.03 0 0.53 12.095 20311101 16729048 12.625 0.5 0.03 0 0.53 12.095 20311101 16729049 11.375 0.5 0.03 0 0.53 10.845 20311101 16729050 12.625 0.5 0.03 0 0.53 12.095 20311101 16729051 10.875 0.5 0.03 0 0.53 10.345 20311101 16729052 12.625 0.5 0.03 0 0.53 12.095 20311101 16729053 12.375 0.5 0.03 0 0.53 11.845 20311101 16729054 11.75 0.5 0.03 0 0.53 11.22 20311101 16729055 11 0.5 0.03 0 0.53 10.47 20311101 16729056 10.625 0.5 0.03 0 0.53 10.095 20311101 16729057 12.5 0.5 0.03 0 0.53 11.97 20311101 16729040 10.25 0.5 0.03 0 0.53 9.72 20311101 16729041 12.5 0.5 0.03 0 0.53 11.97 20311101 16729042 10.875 0.5 0.03 0 0.53 10.345 20311101 16729021 12.5 0.5 0.03 0 0.53 11.97 20311101 16729023 9.375 0.5 0.03 0 0.53 8.845 20311101 16729024 12.625 0.5 0.03 0 0.53 12.095 20311101 16729025 12.5 0.5 0.03 0 0.53 11.97 20311001 16729026 10.875 0.5 0.03 0 0.53 10.345 20311101 16729027 11.375 0.5 0.03 0 0.53 10.845 20311101 16729028 12 0.5 0.03 0 0.53 11.47 20311101 16729029 9.75 0.5 0.03 0 0.53 9.22 20311101 16729030 11.25 0.5 0.03 0 0.53 10.72 20311101 16729031 12.5 0.5 0.03 0 0.53 11.97 20311101 16729032 14 0.5 0.03 0 0.53 13.47 20311101 16729033 13.875 0.5 0.03 0 0.53 13.345 20311001 16729034 12.25 0.5 0.03 0 0.53 11.72 20311101 16729035 11 0.5 0.03 0 0.53 10.47 20311101 16729036 12.625 0.5 0.03 0 0.53 12.095 20311101 16729037 11.5 0.5 0.03 0 0.53 10.97 20311001 16729038 11.75 0.5 0.03 0 0.53 11.22 20311101 16729039 14 0.5 0.03 0 0.53 13.47 20311101 16613375 8.875 0.5 0.03 0 0.53 8.345 20210701 16769453 12.5 0.5 0.03 0 0.53 11.97 20211101 16769454 11.75 0.5 0.03 0 0.53 11.22 20211101 16769455 12.99 0.5 0.03 0 0.53 12.46 20211101 16769456 11.75 0.5 0.03 0 0.53 11.22 20211101 16769457 13 0.5 0.03 0 0.53 12.47 20211101 16769459 9.38 0.5 0.03 0 0.53 8.85 20211101 16769460 14.5 0.5 0.03 0 0.53 13.97 20211101 16769461 10.75 0.5 0.03 0 0.53 10.22 20211101 16769462 13 0.5 0.03 0 0.53 12.47 20211101 16769450 11.95 0.5 0.03 0 0.53 11.42 20211101 16769451 13.5 0.5 0.03 0 0.53 12.97 20211101 16769446 12.75 0.5 0.03 0 0.53 12.22 20211001 16769448 10.25 0.5 0.03 0 0.53 9.72 20211001 16769445 13.25 0.5 0.03 0 0.53 12.72 20211001 16769444 13.25 0.5 0.03 0 0.53 12.72 20211001 16769436 14.5 0.5 0.03 0 0.53 13.97 20210801 16769437 10.25 0.5 0.03 0 0.53 9.72 20210801 16769438 12.75 0.5 0.03 0 0.53 12.22 20210801 16769439 9.75 0.5 0.03 0 0.53 9.22 20210901 16769441 14.5 0.5 0.03 0 0.53 13.97 20210901 16769442 11.75 0.5 0.03 0 0.53 11.22 20211101 16769481 11 0.5 0.03 0 0.53 10.47 20211201 16769482 14 0.5 0.03 0 0.53 13.47 20211101 16769484 11.75 0.5 0.03 0 0.53 11.22 20211101 16769485 12.65 0.5 0.03 0 0.53 12.12 20211101 16769486 10.875 0.5 0.03 0 0.53 10.345 20211201 16769487 12.25 0.5 0.03 0 0.53 11.72 20211101 16769488 9.75 0.5 0.03 0 0.53 9.22 20211101 16769489 11.75 0.5 0.03 0 0.53 11.22 20211101 16769490 12.75 0.5 0.03 0 0.53 12.22 20211101 16769491 12.75 0.5 0.03 0 0.53 12.22 20211201 16769492 11.75 0.5 0.03 0 0.53 11.22 20211201 16769463 11.25 0.5 0.03 0 0.53 10.72 20211101 16769464 12.5 0.5 0.03 0 0.53 11.97 20211101 16769465 14.5 0.5 0.03 0 0.53 13.97 20211101 16769466 9.75 0.5 0.03 0 0.53 9.22 20211001 16769467 12.45 0.5 0.03 0 0.53 11.92 20211101 16769468 10 0.5 0.03 0 0.53 9.47 20211201 16769469 8.875 0.5 0.03 0 0.53 8.345 20211101 16769470 14.5 0.5 0.03 0 0.53 13.97 20211101 16769471 12.25 0.5 0.03 0 0.53 11.72 20211101 16769472 14 0.5 0.03 0 0.53 13.47 20211101 16769473 10 0.5 0.03 0 0.53 9.47 20211101 16769474 10.75 0.5 0.03 0 0.53 10.22 20211101 16769475 13.25 0.5 0.03 0 0.53 12.72 20211201 16769476 10.25 0.5 0.03 0 0.53 9.72 20211101 16769477 10.25 0.5 0.03 0 0.53 9.72 20211201 16769478 11.75 0.5 0.03 0 0.53 11.22 20211101 16769479 14.5 0.5 0.03 0 0.53 13.97 20211101 LOAN_ID STATED_ORIGINAL_TERM STATED_REM_TERM ORIGINAL_BALANCE FIRST_PAY_DATE PAYMENT CURRENT_BALANCE ------- -------------------- --------------- ---------------- -------------- ------- --------------- 16836541 360 359 49400 20070201 532.02 49387.71 16836516 360 358 74250 20070101 814.11 74214.89 16836527 360 358 78200 20070101 781.87 78151.15 16836530 360 358 111000 20070101 1163.17 110939.6 16836533 360 358 130000 20070101 1349.72 129927.28 16836536 360 358 50250 20070101 546.07 50225.57 16836514 180 178 68000 20070101 699.46 67960.89 16836518 360 358 95000 20070101 977.19 94945.37 16836519 360 358 118400 20070101 1217.88 118331.9 16836520 360 358 37800 20070101 385.19 37777.65 16836521 360 358 88000 20070101 1025.3 87965.87 16836522 360 358 42398 20070101 469.01 42378.5 16836523 360 358 64000 20070101 633.79 63958.89 16836525 180 178 52000 20070101 560.02 51973.99 16836526 180 178 47400 20070101 496.71 47373.2 16836528 360 358 99500 20070101 985.34 99436.1 16836529 360 359 26000 20070201 262.45 25992.13 16836532 360 359 71980 20070201 719.69 71957.63 16836534 360 359 88400 20070201 875.42 88371.75 16836535 360 358 136000 20070101 1491.16 135935.67 16836537 180 179 82000 20070201 907.09 81981.25 16836538 360 358 50000 20070101 480.9 49965.14 16836539 180 178 87400 20070101 899.01 87349.73 16836540 180 178 28100 20070101 272.93 28080.95 16836542 360 358 84000 20070101 839.87 83947.51 16836543 180 179 44000 20070201 482.44 43989.65 16836544 180 178 72750 20070101 826.14 72719.27 16836545 360 359 27000 20070201 296.04 26993.65 16836546 360 358 50000 20070101 509.51 49970.44 16836547 360 358 18500 20070101 201.04 18490.99 16836548 180 179 20500 20070201 257.17 20496.95 16836549 180 179 43315 20070201 412.5 43299.55 16836550 360 359 57500 20070201 585.93 57483.08 16836531 360 358 119780 20070101 1278.37 119718.38 16819878 180 178 46680 20070101 530.1 46660.27 16819907 180 176 74536 20061101 695.78 74413.69 16819926 180 178 125458 20070101 1171.13 125363.1 16819927 180 178 39077 20070101 482.41 39064.61 16819937 180 178 51850 20070101 528.36 51819.33 16819938 180 178 60871 20070101 661.49 60841.37 16819965 180 178 50897 20070101 588 50876.67 16819971 180 178 56000 20070101 481.13 55947.53 16775937 180 178 71408 20070101 693.56 71359.55 16775988 180 178 58504 20070101 502.64 58449.19 16819978 180 178 25000 20070101 240.45 24982.56 16820025 180 178 69998 20070101 627.26 69865.67 16819925 180 178 32053 20070101 351.45 32037.82 16819930 180 178 118000 20070101 1146.09 117919.95 16819939 180 178 95628 20070101 1039.19 95581.47 16775927 180 178 36000 20070101 363.39 35904.53 16775935 180 177 49693 20061201 482.65 49607 16775941 180 177 71834 20061201 643.71 71742.84 16776006 180 178 53433 20070101 503.82 53393.66 16776014 180 178 64133 20070101 703.18 64102.66 16775919 180 178 59185 20070101 597.42 59149.02 16775921 180 177 74300 20061201 764.26 74235.58 16775929 180 177 75998 20061201 759.86 75926.42 16775931 180 177 102219 20061201 973.46 102108.64 16775933 180 178 50251 20070101 478.56 50214.98 16775940 180 177 81666 20061201 762.34 81572.93 16775957 180 177 25514 20061201 287.23 25497.28 16775958 180 177 25000 20061201 281.45 24983.59 16775978 180 178 42114 20070101 499 42098.57 16775981 180 177 79398 20061201 809.07 79327.22 16775987 180 178 51000 20070101 438.17 50952.22 16775994 180 178 185000 20070101 1902.94 184893.59 16775997 180 178 45503 20070101 507.81 45482.65 16819968 180 178 89908 20070101 873.25 89846.99 16819974 180 178 27999 20070101 210.35 27963.16 16819985 360 358 89983 20070101 887.67 89924.56 16819990 180 178 47542 20070101 489.03 47514.64 16820015 180 178 88675 20070101 903.6 88622.56 16819881 180 178 33498 20070101 297.07 33469.02 16819890 180 178 116843 20070101 1101.71 116756.97 16819903 180 178 226931 20070101 2161.12 226768.42 16819934 180 178 75459 20070101 704.4 75401.92 16673743 180 176 29104 20061101 319.11 29073.43 16673943 180 176 90672 20061101 941.4 90569.52 16673703 180 176 110604 20061101 899.92 110365.82 16673713 180 176 47679 20061101 379.36 47570.88 16819868 180 169 67104 20060401 703.19 66893.61 16819869 180 174 47423 20060901 483.25 47337.14 16819870 180 178 136102 20070101 1144.42 135967.57 16819871 180 178 40635 20070101 371.71 40602.55 16819872 180 178 78128 20070101 692.86 78060.41 16819873 180 178 66582 20070101 559.86 66516.24 16819874 180 178 76270 20070101 613.69 76186.36 16819876 180 178 31343 20070101 257.86 31310.36 16819877 180 178 49799 20070101 437.03 49753.76 16819880 180 178 36570 20070101 331.11 36537.99 16819884 180 178 34498 20070101 318.8 34471.18 16819885 180 178 67241 20070101 634.01 67191.5 16819886 180 178 115998 20070101 1104.68 115914.9 16819887 180 178 39696 20070101 400.7 39671.86 16819891 180 175 76308 20061001 698.02 76153.7 16819893 180 175 33992 20061001 285.83 33907.03 16819894 180 178 46672 20070101 489.08 46646.59 16819895 180 178 33000 20070101 336.28 32980.47 16819896 180 178 53400 20070101 554.43 53370.11 16819897 180 175 49400 20061001 438.1 49291.74 16819900 180 178 50363 20070101 508.37 50332.39 16819901 180 178 38000 20070101 361.89 37934.3 16819904 180 178 63029 20070101 535.74 62968.37 16819905 180 178 52317 20070101 459.12 52270.52 16819906 180 178 89859 20070101 723.03 89760.45 16819908 180 179 55187 20070201 557.07 55170.3 16819910 180 178 86190 20070101 945.02 86093.67 16819911 180 178 40000 20070101 485.85 39986.56 16819913 180 178 71623 20070101 621.94 71557.65 16819915 180 178 45980 20070101 481.83 45954.97 16819916 180 178 53955 20070101 570.62 53926.43 16819917 180 178 76502 20070101 728.55 76447.19 16819918 180 178 110000 20070101 1006.22 109912.18 16819919 180 178 49600 20070101 510.2 49571.46 16819920 180 178 47073 20070101 457.21 47041.05 16819921 180 178 73400 20070101 644.14 73334.79 16819922 180 178 58424 20070101 539.9 58378.6 16819923 180 178 33519 20070101 335.14 33498.05 16819924 180 178 79575 20070101 647.45 79489.98 16819928 180 178 84622 20070101 696.17 84533.91 16819929 180 178 66715 20070101 705.56 66679.7 16819932 180 178 44200 20070101 339.86 44045.55 16819933 180 178 49880 20070101 498.73 49848.81 16819936 180 178 32407 20070101 377.58 32394.43 16819940 180 178 87000 20070101 795.83 86930.54 16819941 180 178 159076 20070101 1682.34 158991.83 16819942 180 178 31378 20070101 275.37 31325.27 16819943 180 178 57220 20070101 445.06 57152.18 16819944 180 178 49483 20070101 438.83 49440.18 16819945 180 178 100000 20070101 914.74 99920.17 16819946 180 178 45380 20070101 449.4 45350.84 16819947 180 178 96217 20070101 880.14 96140.18 16819948 360 358 30000 20070101 301.68 29882.27 16819949 180 178 31500 20070101 273.53 31471.26 16819950 180 178 26400 20070101 281.76 26386.17 16819951 180 178 44000 20070101 419.03 43968.46 16819952 180 178 97500 20070101 846.64 97411.04 16819954 180 178 36206 20070101 341.39 36179.34 16819955 180 178 35840 20070101 354.93 35816.97 16819956 180 178 35700 20070101 274.51 35656.58 16819957 180 178 81398 20070101 837.28 81351.17 16819958 180 178 122000 20070101 1337.66 121942.29 16819959 180 178 70476 20070101 657.89 70422.68 16819960 180 178 81198 20070101 705.09 81123.9 16819961 180 178 60004 20070101 582.8 59963.09 16819962 180 178 56198 20070101 412.37 56122.31 16819963 180 178 79000 20070101 722.65 78936.93 16819964 180 178 65000 20070101 619.02 64953.41 16819966 180 178 103499 20070101 832.78 103385.5 16819967 180 178 39990 20070101 321.77 39946.15 16819969 180 178 57330 20070101 487.3 57274.84 16819970 180 178 25706 20070101 261.95 25690.79 16819973 180 179 35200 20070201 318.71 35185.62 16819976 180 178 37410 20070101 421.16 37393.73 16819977 180 178 122000 20070101 1208.16 121921.64 16819979 360 358 103070 20070101 1086.05 103014.84 16819980 180 178 75388 20070101 746.57 75339.57 16819981 180 178 28700 20070101 314.68 28686.42 16819982 180 178 55380 20070101 639.79 55357.88 16819983 180 178 24056 20070101 224.56 24037.8 16819984 180 178 41998 20070101 372.45 41961.67 16819986 180 178 25000 20070101 301.18 24991.34 16819987 180 178 31980 20070101 316.7 31959.46 16819988 180 178 39750 20070101 389.86 39723.75 16819989 180 178 39268 20070101 326.62 39166.54 16819991 180 178 63266 20070101 492.08 63191.02 16819993 180 178 46000 20070101 508.86 45978.83 16819994 180 178 49300 20070101 379.08 49240.05 16819995 180 178 35835 20070101 304.6 35800.52 16819997 180 178 52790 20070101 583.55 52545.66 16819998 180 178 85000 20070101 890.72 84843.35 16819999 180 178 33980 20070101 392.56 33966.43 16820000 180 178 34580 20070101 359.03 34560.64 16820001 180 178 35798 20070101 324.12 35768.64 16820002 180 178 25000 20070101 238.09 24982.07 16820003 180 178 69198 20070101 711.78 69157.98 16820004 180 178 91100 20070101 766.02 91010.02 16820005 180 178 56757 20070101 498.09 56706.57 16820006 180 178 124000 20070101 1275.48 123928.69 16820007 180 178 25000 20070101 238.09 24982.07 16820008 180 178 75998 20070101 767.14 75951.79 16820010 180 178 41950 20070101 476.38 41932.28 16820011 180 179 23704 20070201 273.85 23699.29 16820012 180 178 62000 20070101 661.7 61968.1 16820013 180 179 74089 20070201 698.58 74061.85 16820016 180 178 63406 20070101 521.63 63339.99 16820017 360 358 43412 20070101 457.44 43345.76 16820018 180 178 37980 20070101 343.88 37948.84 16820019 180 178 75959 20070101 847.69 75925.04 16820020 180 178 57659 20070101 632.2 57631.72 16820021 180 178 93293 20070101 801.54 93205.58 16820022 180 178 54245 20070101 506.37 54203.96 16820023 180 178 25000 20070101 247.58 24983.93 16820024 180 178 41288 20070101 406.58 41055.5 16820026 180 179 44624 20070201 498 44614.08 16820027 180 179 28770 20070201 228.91 28753.87 16820028 180 178 59599 20070101 545.18 59551.41 16820029 180 178 77800 20070101 675.58 77729.01 16820030 360 358 56390 20070101 588.74 56358.96 16820031 180 178 77049 20070101 785.13 77003.44 16820032 180 178 39300 20070101 385.45 39274.04 16673822 180 176 35053 20061101 367.32 35014.47 16673867 180 176 42050 20061101 416.42 41772.68 16775915 180 178 107660 20070101 827.82 107529.08 16775916 180 178 59220 20070101 525.18 59168.76 16775917 180 178 50319 20070101 450.91 50276.62 16775918 180 178 56810 20070101 477.69 56753.89 16775920 180 177 79291 20061201 807.98 79220.32 16775922 180 178 93198 20070101 741.53 93093.11 16775923 180 177 65960 20061201 603.37 65880.65 16775924 180 177 80798 20061201 679.4 80677.81 16775925 180 178 60021 20070101 605.86 59984.52 16775926 180 178 39261 20070101 330.13 39222.22 16775928 180 177 37499 20061201 318.74 37444.66 16775930 180 178 48928 20070101 420.37 48882.15 16775934 180 178 54193 20070101 510.99 54153.08 16775936 180 177 54198 20061201 588.97 54158.22 16775938 180 178 58000 20070101 493 57944.2 16775939 180 177 21825 20061201 258.6 21812.94 16775942 180 177 78572 20061201 785.6 78497.99 16775943 180 177 51998 20061201 565.06 51959.86 16775944 180 178 87209 20070101 781.49 87135.53 16775945 180 177 27100 20061201 227.88 26857.28 16775946 180 177 62998 20061201 648.01 62943.37 16775947 180 177 36000 20061201 356.51 35965.14 16775948 180 178 36805 20070101 309.48 36768.64 16775949 180 177 28488 20061201 295.78 28463.97 16775950 180 177 97200 20061201 1009.18 97118.02 16775951 180 178 50980 20070101 466.34 50939.3 16775952 180 178 25000 20070101 266.82 24953.6 16775953 180 178 56941 20070101 574.77 56906.39 16775954 180 178 42270 20070101 418.6 42242.85 16775955 180 178 36958 20070101 401.63 36940 16775956 180 177 36280 20061201 298.47 36223.13 16775959 180 178 77135 20070101 727.3 77078.22 16775960 180 178 29239 20070101 212.01 29198.61 16775961 180 178 73198 20070101 562.83 73109 16775962 180 177 27590 20061201 291.79 27567.97 16775963 180 177 120000 20061201 1042.02 119632.62 16775965 180 178 25000 20070101 274.11 24988.18 16775966 180 177 103798 20061201 1027.91 103697.32 16775968 180 177 35011 20061201 281.71 34953.18 16775970 180 177 67980 20061201 571.62 67878.87 16775971 180 178 59262 20070101 615.29 59228.84 16775972 180 178 32686 20070101 286.85 32656.94 16775973 180 177 79351 20061201 816.22 79282.18 16775974 180 178 71980 20070101 605.25 71944.59 16775975 180 178 68536 20070101 672.18 68490.75 16775976 180 178 47998 20070101 369.07 47939.63 16775977 180 178 120517 20070101 1274.55 120453.23 16775979 180 178 46008 20070101 442.5 45975.91 16775980 180 178 39990 20070101 311.04 39938.62 16775982 180 178 25125 20070101 227.49 25104.39 16775983 180 178 40899 20070101 393.36 40870.49 16775984 180 178 91551 20070101 932.91 91496.77 16775986 180 177 29950 20061201 325.47 29928.01 16775989 180 177 55500 20061201 518.09 54459.92 16775990 180 178 67540 20070101 707.75 67503.25 16775991 180 178 57000 20070101 580.84 56966.28 16775992 180 178 51000 20070101 509.92 50968.13 16775993 180 178 69000 20070101 530.56 68896.2 16775995 180 178 84398 20070101 787.84 84334.17 16775996 180 177 86194 20061201 837.17 86102.99 16775999 180 178 26400 20070101 281.76 26385.93 16776000 180 177 59388 20061201 504.8 59301.93 16776001 180 178 39055 20070101 357.26 39023.81 16776002 180 178 112535 20070101 1061.09 112452.14 16776003 180 178 44000 20070101 439.93 43972.51 16776004 180 177 59980 20061201 593.98 59921.93 16776005 180 177 76076 20061201 660.61 75971.44 16776007 180 178 32249 20070101 301.04 32224.61 16776008 180 177 32980 20061201 277.32 32930.92 16776009 180 178 59000 20070101 422.69 58916.43 16776010 180 178 38590 20070101 415.61 38570.68 16776011 180 178 78000 20070101 713.5 77937.33 16776012 180 178 41700 20070101 365.95 41662.95 16776013 180 178 46019 20070101 505.14 45803.54 16776015 180 178 51329 20070101 459.96 51285.77 16673949 180 176 18633 20061101 197.06 18613.06 16673956 180 176 25000 20061101 298.7 24981.97 16673970 180 176 73898 20061101 689.83 73785.18 16673803 180 176 59120 20061101 535.28 59022.18 16673828 180 176 63980 20061101 561.48 63865.32 16673843 180 176 47608 20061101 439.95 47533.34 16673845 180 176 39113 20061101 354.14 39048.27 16673847 180 176 38523 20061101 414.88 38484.04 16673853 180 176 39624 20061101 396.18 39572.31 16673854 180 176 62296 20061101 640.79 62223.6 16673855 180 176 35371 20061101 361.4 34997.03 16673856 180 176 89823 20061101 747.11 89639.39 16673872 180 176 34932 20061101 383.01 34898.58 16673873 180 176 38290 20061101 364.65 38234.61 16673888 180 176 44836 20061101 435.48 44774.58 16673897 180 176 25000 20061101 269.25 24974.69 16673905 180 176 64000 20061101 609.49 63907.45 16673913 180 176 32332 20061101 280.76 32272.49 16673914 180 176 77998 20061101 772.41 77896.84 16673918 180 176 63000 20061101 617.89 62832.33 16673722 180 176 69374 20061101 628.12 69259.23 16673735 180 176 92001 20061101 740.27 91797.68 16673741 180 176 31380 20061101 281.2 31326.68 16673761 180 176 65800 20061101 632.86 65707.37 16673763 180 176 32981 20061101 317.21 32934.57 16673776 180 176 28500 20061101 244.86 28446.16 16673687 180 176 99739 20061101 921.69 99582.6 16673719 180 176 36338 20061101 308.87 35071.04 16673726 180 176 122000 20061101 1115.99 121803.49 16673749 180 176 78000 20061101 802.32 77810.72 16673756 180 176 89178 20061101 908.73 89071.47 16673788 180 176 54841 20061101 548.33 54771.77 16673802 180 176 51000 20061101 322.36 50814.06 16673809 180 176 41398 20061101 474.18 41363.62 16673813 180 176 41650 20061101 384.89 41579.31 16673848 180 176 77053 20061101 697.65 76925.51 16673863 180 176 77800 20061101 697.17 77667.8 16673866 180 176 50000 20061101 480.9 49929.59 16673890 180 176 35569 20061101 338.74 35517.54 16673893 180 176 41980 20061101 431.82 41931.2 16673908 180 176 72000 20061101 678.89 71893 16673912 180 176 97273 20061101 926.36 97132.32 16673936 180 176 40192 20061101 452.48 40156.65 16673950 180 176 94283 20061101 987.99 94179.35 16673707 180 176 38970 20061101 345.6 38901.98 16673730 180 176 44162 20061101 471.33 44116.04 16673734 180 176 46266 20061101 414.6 46187.36 16673740 180 176 38830 20061101 467.78 38802.84 16673787 180 176 42739 20061101 382.99 42666.36 16673821 180 176 53800 20061101 462.23 53698.36 16673824 180 176 49553 20061101 490.72 49488.73 16673860 180 176 44994 20061101 411.58 44921.52 16673869 180 176 32698 20061101 336.34 32659.39 16673902 180 176 41198 20061101 335.21 41109.26 16673921 180 176 56000 20061101 512.26 55909.79 16673924 180 176 83450 20061101 826.4 83341.78 16673931 180 176 15703 20061101 167.6 15517.29 16673717 180 176 84210 20061101 841.97 84103.72 16673736 180 177 88821 20061201 905.09 88741.83 16673898 180 176 50697 20061101 492.41 50627.52 16673937 180 176 51119 20061101 477.19 51040.96 16673969 180 176 47523 20061101 507.2 47473.56 16775985 180 177 26447 20061201 282.26 26426.48 16775998 180 178 110250 20070101 1187.36 110194.83 16819975 180 178 113000 20070101 1086.82 112921.2 16819996 180 178 69198 20070101 718.45 69159.28 16673685 180 176 116823 20061101 1292.3 116714.37 16673686 180 176 30358 20061101 300.64 30318.08 16673688 180 176 56401 20061101 438.69 56266.32 16673690 180 176 44599 20061101 358.86 44141.57 16673691 180 176 35002 20061101 414.73 34976.06 16673693 180 176 38698 20061101 473.88 38645.66 16673694 180 176 25000 20061101 259.57 24971.7 16673695 180 176 101186 20061101 1031.09 101065.15 16673696 180 176 82119 20061101 720.66 81971.84 16673697 180 176 93436 20061101 952.12 93324.39 16673698 180 176 117435 20061101 1019.75 117218.91 16673699 180 176 25505 20061101 269.74 25446.55 16673700 180 176 95619 20061101 883.62 95469.06 16673701 180 176 26860 20061101 281.47 26830.46 16673702 180 176 110132 20061101 1122.25 110000.15 16673704 180 176 45850 20061101 402.37 45767.82 16673705 180 176 141689 20061101 1127.35 141362.29 16673706 180 176 34962 20061101 410.8 34935.34 16673708 180 176 36807 20061101 436.12 36779.72 16673709 180 176 75881 20061101 780.53 75792.8 16673711 180 176 42804 20061101 363.83 42720.98 16673712 180 176 26519 20061101 247.55 26476.06 16673714 180 176 29790 20061101 312.17 29757.25 16673715 180 176 37994 20061101 416.59 37957.63 16673716 180 176 51254 20061101 492.96 51181.84 16673718 180 176 42256 20061101 422.33 41794.12 16673720 180 176 28569 20061101 280.2 28530.9 16673721 180 176 83025 20061101 926.55 82949.92 16673724 180 176 25000 20061101 259.57 24971.7 16673725 180 176 78598 20061101 793.38 78501.5 16673727 180 176 250000 20061101 2571.54 249709.51 16673728 180 176 41191 20061101 407.92 41137.54 16673729 180 176 30850 20061101 308.46 30811.04 16673731 180 176 170178 20061101 1717.8 169969.06 16673732 180 176 124700 20061101 1152.35 124502.49 16673733 180 176 34340 20061101 314.13 34284.67 16673737 180 176 33806 20061101 293.56 33743.78 16673738 180 176 70446 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16802072 180 177 107250 20061201 1103.19 107157 16794179 360 346 31832 20060101 399.32 31756.6 16794203 360 348 37170 20060301 484.89 37108.42 16794220 360 346 39000 20060101 389.94 38819.11 16794233 360 346 37600 20060101 412.27 37467.03 16794238 360 346 27000 20060101 314.59 26647.26 16794348 360 347 59880 20060201 667.41 59879.85 16794352 360 347 39930 20060201 457.37 39816.49 16794355 360 347 70200 20060201 804.08 70000.6 16794361 360 347 74600 20060201 843.58 72306.95 16794364 360 346 41000 20060101 520.78 40979.16 16794384 360 349 24000 20060401 284.37 23949.04 16794403 360 347 124166 20060201 1147.42 112870.81 16794503 360 348 45000 20060301 562.44 44995 16794571 360 350 32251 20060501 417.49 32205.73 16794585 360 349 34050 20060401 423.75 33988.93 16794586 360 349 38650 20060401 480.99 38580.76 16794587 360 349 21038 20060401 274.45 20942.69 16794590 360 349 24600 20060401 293.92 24549.14 16794591 360 349 24600 20060401 293.92 24549.14 16794592 360 349 24600 20060401 293.92 24549.14 16794598 360 349 36450 20060401 453.62 36384.59 16794599 360 349 34550 20060401 443.79 34494.69 16794608 360 349 52324 20060401 573.71 52181.02 16794621 360 350 26000 20060501 314.17 26000 16794645 360 352 101000 20060701 1068.15 100779.45 16794686 360 349 31600 20060401 374.42 31532.88 16794694 360 350 79900 20060501 899.5 79718.45 16794729 360 351 50470 20060601 678.7 50415.25 16794751 360 351 35000 20060601 356.66 34903.49 16794788 360 351 54000 20060601 399.38 54000 16794791 360 352 42120 20060701 307.13 42120 16794829 360 354 322500 20060901 4239.47 322250.49 16794862 360 353 14800 20060801 175.37 14780.41 16795166 360 345 43400 20051201 514.24 43161.43 16795189 360 346 21400 20060101 231.61 21379.5 16795194 360 345 86000 20051201 1070.25 85784.55 16795238 360 346 37200 20060101 441.39 37170 16795279 360 349 49000 20060401 541.04 49000 16795347 360 354 23000 20060901 246.76 22999.07 16795394 360 355 39800 20061001 417.07 39744.99 16795502 360 346 16300 20060101 219.2 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149772.58 16795415 360 356 80000 20061101 822.9 79907.02 16795418 360 345 25000 20051201 240.49 24561.11 16795496 360 347 23500 20060201 264.38 23500 16795500 360 349 17800 20060401 242.76 17790.14 16795533 360 346 32780 20060101 355.12 32780 16795612 360 346 25085 20060101 214.19 25076.27 16795660 360 345 50300 20051201 517.39 50006.38 16795677 360 344 38800 20051101 391.66 38462.3 16795701 360 346 13600 20060101 139.89 13315.38 16795714 360 345 58000 20051201 630.28 57445.22 16795747 360 346 28750 20060101 299.48 28750 16795759 360 350 37077 20060501 332.15 37076.9 16795814 360 349 94200 20060401 951.81 94200 16795899 360 351 25750 20060601 329.92 25749.93 16795913 360 348 27000 20060301 253.21 25860.17 16795933 360 345 29000 20051201 270.95 28901.68 16795942 360 346 16000 20060101 186.42 15944.88 16795989 360 347 48250 20060201 381.98 48250 16796075 360 346 30500 20060101 381.25 30500 16796083 360 347 34400 20060201 380.54 34290.73 16796192 360 350 53928 20060501 681.89 53845.56 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16795328 360 353 9825 20060801 151.09 9820.29 16795462 360 346 14090 20060101 173.19 14090 16795480 360 346 16100 20060101 165.61 16031.1 16795521 360 346 26300 20060101 280.69 26183.54 16795623 360 351 21166 20060601 297.65 21166 16795670 360 346 46135 20060101 492.38 45754.86 16795702 360 348 39400 20060301 449.27 39209.12 16795790 360 348 39750 20060301 386.08 39524.96 16795878 360 346 22000 20060101 201.67 22000 16795927 360 352 10650 20060701 149.77 10650 16795980 360 355 67860 20061001 684.99 67755.33 16795999 360 344 36000 20051101 382.5 36000 16796044 360 346 38100 20060101 428.92 37976.09 16796074 360 346 31000 20060101 324.85 30874.39 16796077 360 347 78000 20060201 728.12 77554.69 16796149 360 346 23600 20060101 231.08 23600 16796166 360 347 38300 20060201 343.21 38080.12 16796200 360 349 50000 20060401 603.29 49927.54 16796205 360 353 29780 20060801 303.46 29716.82 16796215 360 349 52000 20060401 480.53 51748.76 16796230 360 348 41200 20060301 488.17 41103.96 16796334 360 353 9680 20060801 126.28 9670.92 16793936 360 345 48000 20051201 498.44 47850 16794030 360 345 31200 20051201 407.01 31134.09 16794036 360 345 74000 20051201 876.81 73780.48 16794037 360 347 60000 20060201 662.21 59973.5 16794040 360 347 133980 20060201 1435.5 133794.23 16796272 360 350 29800 20060501 318.04 29720.1 16796276 360 352 39800 20060701 463.71 39736.11 16796279 360 348 40000 20060301 533.33 40000 16796291 360 349 24520 20060401 295.39 24470.79 16796296 360 350 19860 20060501 208.11 19698.53 16796298 360 349 41000 20060401 351.14 40614.11 16796299 360 352 45100 20060701 507.72 44946.32 16796302 360 351 13200 20060601 210.38 13200 16796304 360 353 34700 20060801 346.86 34686.12 16796307 360 353 10500 20060801 128.58 10482.15 16796310 360 350 33850 20060501 504.22 33850 16796311 360 352 14800 20060701 224.73 13400 16796312 360 352 14800 20060701 233.11 13900 16796313 360 352 14800 20060701 233.11 13900 16796314 360 352 14950 20060701 233.11 13900 16796316 360 352 14800 20060701 254.93 13325.45 16796317 360 352 14650 20060701 238.91 13900 16796318 360 352 14650 20060701 252.34 13123.43 16796319 360 354 29200 20060901 360.68 29096.88 16796322 360 355 9950 20061001 157.54 9950 16796331 360 353 28400 20060801 384.77 28377.08 16796332 360 354 23000 20060901 225.58 22953.56 16796333 360 353 31980 20060801 360.02 31928.97 16796336 360 354 14400 20060901 179.2 14382.24 16796340 360 351 51684 20060601 643.19 51600.59 16796341 360 355 44200 20061001 572.16 44170 16796344 360 352 54000 20060701 500.62 53999.63 16796351 360 354 26750 20060901 381.74 26750 16796352 360 355 81600 20061001 902.66 81504.66 16796354 360 355 28000 20061001 258.75 27859.79 16796355 360 351 29860 20060601 359.72 29811.56 16796369 360 355 44000 20061001 478.15 43945.61 16796373 360 354 200000 20060901 2871.65 199891.29 16796374 360 355 75000 20061001 1148.44 75000 16796379 360 353 68150 20060801 861.72 68078.44 16796382 360 353 37850 20060801 478.6 37809.98 16796384 360 353 40000 20060801 574.34 39974.37 16796385 360 356 30700 20061101 382.06 30680.83 16796390 360 355 45650 20061001 469.56 45397.97 16796395 360 355 77850 20061001 1224.52 77850 16796397 360 355 15750 20061001 214.98 15741.27 16796400 360 355 8000 20061001 98.76 7989.4 16796403 360 354 38950 20060901 559.25 38928.05 16796404 360 355 39900 20061001 398.94 39836.74 16796408 360 355 128000 20061001 1720 128000 16796409 360 356 23500 20061101 342.71 23500 16796411 360 352 32600 20060701 407.49 32599.5 16796413 360 355 11500 20061001 127.21 11455.68 16796420 360 354 38600 20060901 510.65 38600 16796421 360 354 37950 20060901 502.05 37950 16796422 360 355 25000 20061001 315.1 25000 16796427 360 355 17180 20061001 272.02 17180 16796428 360 355 17180 20061001 272.02 17180 16796430 360 355 31500 20061001 288.75 31500 16796434 360 355 11550 20061001 159.98 11514.33 16795880 360 346 35670 20060101 460.73 35669.74 16795887 360 344 22050 20051101 239.62 21024.57 16795888 360 346 24740 20060101 216.48 24740 16795890 360 346 40000 20060101 382.69 39932.36 16795892 360 349 52800 20060401 649 52800 16795894 360 349 29600 20060401 312.99 29457.99 16795895 360 345 25400 20051201 237.1 25054.05 16795897 360 346 29780 20060101 316.41 29780 16795898 360 348 18680 20060301 198.48 18680 16795900 360 351 29940 20060601 366.63 29894.14 16795901 360 351 29940 20060601 366.63 29894.14 16795902 360 351 29940 20060601 366.63 29894.14 16795903 360 351 25050 20060601 306.75 25011.63 16795904 360 351 25050 20060601 306.75 25011.63 16795905 360 351 25050 20060601 306.75 25011.63 16795906 360 351 25050 20060601 306.75 25011.63 16795907 360 348 51800 20060301 615.13 51800 16795909 360 350 52250 20060501 391.88 52250 16795910 360 345 33100 20051201 309.93 33058.97 16795915 360 349 67000 20060401 721.57 66805.57 16795917 360 347 32350 20060201 411.11 32350 16795918 360 352 13800 20060701 203.76 13790.97 16795924 360 349 33555 20060401 328.56 33555 16795925 360 345 36000 20051201 405 36000 16795926 360 355 13500 20061001 165.32 13481.98 16795930 360 345 31400 20051201 274.06 31320.92 16795931 360 346 29000 20060101 300.22 28821.17 16795940 360 348 30500 20060301 279.58 30500 16795943 360 345 27809 20051201 318.64 27809 16795947 360 347 89600 20060201 933.25 89591.53 16795948 360 346 27800 20060101 330.13 27800 16795954 360 351 42850 20060601 364.22 42659.21 16795956 360 355 40200 20061001 345.38 40104.69 16795959 360 346 38250 20060101 423.12 38118.55 16795967 360 349 25350 20060401 237.66 25350 16795968 360 355 32850 20061001 420.88 32849.56 16795969 360 345 16400 20051201 168.69 16243.32 16795970 360 350 19800 20060501 219.03 19666.97 16795972 360 346 36600 20060101 320.25 36600 16795978 360 353 26000 20060801 310.64 25966.65 16795981 360 350 35800 20060501 372.76 35785.08 16795983 360 347 41800 20060201 418 41800 16795986 360 348 10675 20060301 124.48 10669.66 16795988 360 351 11180 20060601 160.71 11180 16795990 360 345 23000 20051201 245.47 22888.14 16796023 360 346 27150 20060101 265.74 27139.37 16796025 360 347 21942 20060201 290.65 21904.55 16796026 360 346 19700 20060101 210.25 19624.45 16796028 360 346 28750 20060101 306.84 28639.69 16796030 360 346 43450 20060101 389.24 43450 16796032 360 345 47950 20051201 521.07 47714.35 16796033 360 345 52150 20051201 701.3 52051.64 16796034 360 346 19650 20060101 179.75 19534.19 16796035 360 345 32000 20051201 341.53 31867.66 16796038 360 346 255000 20060101 3071.96 254336.61 16796041 360 345 49950 20051201 542.81 49729.8 16796042 360 346 23450 20060101 218.91 23309.3 16796043 360 346 23450 20060101 218.91 23309.3 16796045 360 346 11600 20060101 132.87 11450.67 16796051 360 346 32950 20060101 289.16 32145.77 16796052 360 346 30300 20060101 323.38 30183.77 16796053 360 346 28000 20060101 288.02 27880.12 16796055 360 347 80000 20060201 832.64 79933.35 16796063 360 347 130000 20060201 1583.6 129936.63 16796064 360 346 19850 20060101 200.37 19760.36 16796065 360 346 19500 20060101 219.53 19436.53 16796068 360 346 57400 20060101 725.8 57273.88 16796069 360 346 28450 20060101 266.72 28450 16796071 360 346 25600 20060101 283.19 25511.99 16796076 360 347 12500 20060201 150.59 12469.94 16796078 360 346 19800 20060101 211.32 19724.01 16796080 360 346 39950 20060101 449.75 39799.21 16796081 360 346 19700 20060101 210.25 19624.05 16796085 360 346 77000 20060101 718.79 76569.53 16796086 360 346 14800 20060101 172.44 14725.95 16796087 360 347 66000 20060201 866.25 66000 16796090 360 347 45300 20060201 483.47 45139.46 16796094 360 347 30600 20060201 338.5 30133.12 16796097 360 347 43350 20060201 445.91 43178.63 16796098 360 347 46700 20060201 480.37 46515.37 16796102 360 347 19250 20060201 212.95 19188.37 16796103 360 347 29250 20060201 432.14 29215.38 16796107 360 347 24000 20060201 293.9 23945.47 16796110 360 348 36700 20060301 456.73 36627.71 16796112 360 348 50700 20060301 541.1 50535.08 16796114 360 348 40500 20060301 471.88 40400.04 16796115 360 350 42350 20060501 518.6 42277.44 16796116 360 348 41450 20060301 434.36 41307.5 16796121 360 349 59950 20060401 698.49 59815.26 16796122 360 348 26450 20060301 272.07 26353.97 16796124 360 349 78450 20060401 717.62 78060.61 16796125 360 349 27500 20060401 309.09 27474.64 16796126 360 350 36450 20060501 444.23 36450 16796127 360 349 27050 20060401 304.3 27049.31 16796128 360 350 25600 20060501 328.83 25562.96 16796129 360 349 28150 20060401 372.88 28109.9 16796131 360 349 31500 20060401 448.11 30948.85 16796133 360 350 27500 20060501 358.75 27389.54 16796134 360 350 37750 20060501 462.27 37685.33 16796140 360 355 120000 20061001 1312.5 120000 16796143 360 347 63700 20060201 642.99 63389.65 16796144 360 350 53250 20060501 487.1 53029.34 16796146 360 354 45200 20060901 456.25 45115.96 16796150 360 346 78300 20060101 897.19 78300 16796151 360 347 42550 20060201 398.91 42550 16796152 360 348 41700 20060301 390.94 41700 16796155 360 349 19800 20060401 207.48 19712.74 16796156 360 349 43000 20060401 475.67 42885.74 16796159 360 352 26600 20060701 349.12 26599.9 16796164 360 347 33050 20060201 372.07 32904.04 16796165 360 347 33650 20060201 352.62 32722.84 16796170 360 349 51950 20060401 544.38 51766.92 16796171 360 349 59550 20060401 533.63 59239.99 16796172 360 351 33650 20060601 378.82 33565.96 16796173 360 349 47950 20060401 530.42 47822.68 16796174 360 353 38750 20060801 406.06 38673.55 16796175 360 353 37850 20060801 396.63 37774.92 16796187 360 348 10300 20060301 98.09 10253.63 16796188 360 350 35250 20060501 396.84 35169.89 16796198 360 347 38800 20060201 444.58 38800 16796201 360 355 44000 20061001 527.08 44000 16796202 360 347 46350 20060201 476.76 46166.88 16796204 360 349 56000 20060401 512.25 55744.26 16796209 360 349 148000 20060401 1865.42 148000 16796210 360 351 30400 20060601 342 30400 16796212 360 348 37980 20060301 371.31 37920.53 16795992 360 345 11200 20051201 106.67 11135.92 16795993 360 350 82650 20060501 1012.1 82430.6 16795994 360 345 43700 20051201 441.12 43487.29 16795995 360 344 45400 20051101 449.6 45150.25 16795996 360 345 20950 20051201 195.57 20823.9 16795997 360 345 34550 20051201 438.85 34532.44 16796000 360 344 54550 20051101 659.15 54550 16796003 360 345 20850 20051201 242.93 20784.55 16796004 360 345 19700 20051201 225.65 19609.16 16796006 360 345 22300 20051201 225.1 22181.28 16796007 360 346 22800 20060101 297.43 22741.47 16796008 360 345 38500 20051201 385 38500 16796010 360 345 75600 20051201 913.5 75600 16796011 360 345 74600 20051201 901.42 74600 16796012 360 345 38000 20051201 398.21 37834.07 16796014 360 345 47950 20051201 484.02 47716.79 16796015 360 345 35950 20051201 383.68 35801.11 16796016 360 346 37750 20060101 369.47 37733.06 16796020 360 345 37700 20051201 469.17 37605.52 16796021 360 345 25900 20051201 286.51 25790.1 16796216 360 349 32500 20060401 321.61 32500 16796218 360 349 64120 20060401 734.71 64120 16796219 360 349 69000 20060401 790.63 69000 16796221 360 348 34000 20060301 389.44 33908.33 16796222 360 348 23000 20060301 282.71 23000 16796227 360 348 16408 20060301 146.99 16408 16796232 360 356 41700 20061101 616.81 41700 16796234 360 350 34250 20060501 381.74 34250 16796237 360 355 31000 20061001 324.85 30957.18 16796239 360 350 32000 20060501 410 32000 16796242 360 353 48200 20060801 617.56 48200 16796244 360 354 42600 20060901 403.81 42600 16796246 360 350 55000 20060501 706.45 54920.66 16796247 360 353 46000 20060801 490.94 45914.96 16796248 360 347 25200 20060201 235.35 25103.96 16796255 360 349 59600 20060401 596 59600 16796256 360 352 67600 20060701 837.96 67600 16796257 360 348 36000 20060301 419.8 35983.2 16796258 360 356 31350 20061101 388.61 31350 16796259 360 350 26000 20060501 333.96 25949.34 16796260 360 349 37500 20060401 421.88 37500 16796263 360 350 62000 20060501 697.5 62000 16796264 360 352 47950 20060701 594.38 47950 16796265 360 355 25000 20061001 312.34 24987.5 16796269 360 354 32850 20060901 455.02 32829.31 16795710 360 344 55750 20051101 428.67 55179.94 16795711 360 344 25000 20051101 252.35 24869.77 16795716 360 347 37750 20060201 359.5 37565.07 16795718 360 347 37550 20060201 357.6 37334.24 16795719 360 349 46800 20060401 582.41 46704.27 16795720 360 349 46800 20060401 582.41 46704.37 16795721 360 349 23287 20060401 275.87 23231.05 16795724 360 344 57200 20051101 464.75 57200 16795725 360 344 45650 20051101 361.4 45650 16795730 360 345 22450 20051201 238.53 22450 16795734 360 345 39200 20051201 358.58 38951.43 16795737 360 346 41350 20060101 258.44 41350 16795741 360 350 25100 20060501 347.67 25072.92 16795742 360 351 25100 20060601 362.94 25079.72 16795743 360 345 23500 20051201 253.93 23440 16795751 360 350 36750 20060501 191.41 36750 16795756 360 346 11650 20060101 130.85 11631.02 16795763 360 347 38350 20060201 357.99 38035.59 16795765 360 347 15600 20060201 157.29 15100 16795771 360 347 24525 20060201 260.58 24525 16795772 360 346 88400 20060101 991.08 88096.2 16795773 360 349 43700 20060401 446.1 43700 16795774 360 353 41200 20060801 431.73 41119.53 16795779 360 344 39900 20051101 372.46 39642.8 16795780 360 345 25200 20051201 254.37 25077.52 16795096 360 356 28600 20061101 387.29 28600 16795097 360 356 27100 20061101 366.98 27100 16795109 360 356 249200 20061101 3300.95 248939.5 16795144 360 344 25935 20051101 334.22 25875.47 16795149 360 346 44990 20060101 598.73 44905.09 16795152 360 344 70000 20051101 656.25 70000 16795153 360 345 30200 20051201 393.96 30136.28 16795154 360 344 16980 20051101 229.94 16980 16795157 360 347 16000 20060201 186.86 15464.36 16795158 360 344 68123 20051101 624.46 68123 16795160 360 345 104000 20051201 1137.5 104000 16795164 360 345 58000 20051201 640.42 58000 16795168 360 345 32665 20051201 387.04 31505.04 16795178 360 345 66000 20051201 632.5 66000 16795179 360 346 23490 20060101 308.31 23490 16795181 360 346 36000 20060101 352.43 35992.45 16795184 360 345 32980 20051201 343.26 32952.52 16795192 360 346 90000 20060101 978.03 89673.09 16795195 360 346 34500 20060101 290.1 31828.21 16795196 360 345 18800 20051201 186.18 18703.48 16795205 360 346 66000 20060101 577.5 66000 16795206 360 345 37400 20051201 381.63 37384 16795214 360 346 85000 20060101 814.58 85000 16795218 360 346 43150 20060101 467.26 43131.3 16795223 360 346 18000 20060101 180 18000 16795229 360 346 19050 20060101 244.69 19010.48 16795232 360 346 67935 20060101 904.08 67806.19 16795234 360 346 28480 20060101 332.27 28480 16795237 360 346 42000 20060101 446.25 42000 16795248 360 347 62800 20060201 664.7 62560.06 16795249 360 347 66000 20060201 591.43 65612.48 16795250 360 347 38500 20060201 505.31 38500 16795256 360 349 89101 20060401 1073.39 88922.15 16795262 360 348 66000 20060301 673.75 66000 16795263 360 347 65000 20060201 754.69 64688.03 16795264 360 347 10085 20060201 115.51 10056.42 16795265 360 347 36900 20060201 414.58 36851.79 16795269 360 347 86000 20060201 770.65 85506.34 16795270 360 347 11700 20060201 136.32 11661 16795274 360 349 50400 20060401 462 50400 16795278 360 348 62400 20060301 690.27 61994.37 16795281 360 349 24800 20060401 323.53 24762.47 16795286 360 348 91800 20060301 1070.79 91781.79 16795287 180 168 32700 20060301 408.37 31924.55 16795288 360 349 13980 20060401 190.82 13962.25 16795289 360 349 37000 20060401 416.54 36838.99 16795292 360 348 23400 20060301 254.29 23327.9 16795293 360 348 67000 20060301 754.27 66815.3 16795294 360 349 10800 20060401 139.8 10783.17 16795295 360 349 10000 20060401 129.45 9984.46 16795296 360 348 12600 20060301 139.38 12562.66 16795297 360 348 31125 20060301 406.03 31019.21 16795299 360 348 63800 20060301 664.58 63800 16795300 360 349 31800 20060401 404.13 31800 16795301 360 348 12500 20060301 158.06 12476.73 16795303 360 348 12500 20060301 158.06 12466.4 16795304 360 348 22233 20060301 220.17 22143.13 16795305 360 348 20000 20060301 244.91 19734.11 16795307 360 349 33300 20060401 431.81 32900 16795310 360 349 28900 20060401 336.72 28819.08 16795311 360 350 32000 20060501 366.54 31916.8 16795312 360 352 43725 20060701 573.55 43698.89 16795314 360 350 11980 20060501 165.95 11897.65 16795315 360 351 189500 20060601 2510.15 189282.15 16795318 360 352 450000 20060701 5624.99 449999 16795333 360 353 44960 20060801 423.93 44841.45 16795339 360 354 68400 20060901 669.15 68339.2 16795342 360 354 96000 20060901 830 96000 16795343 360 354 22000 20060901 343.75 22000 16795356 360 354 75010 20060901 984.51 75010 16795367 360 355 12050 20061001 186.53 12046.09 16795368 360 355 14900 20061001 213.94 14893.3 16795369 360 354 49000 20060901 537.25 48929 16795373 360 355 8500 20061001 109.18 8494.06 16795382 360 355 77700 20061001 1157.41 77700 16795388 360 355 30400 20061001 312.7 30355.63 16795390 360 355 30000 20061001 379.33 29977.81 16795401 360 356 80000 20061101 947.9 79940.7 16795408 360 355 12900 20061001 142.7 8900.9 16795414 360 356 70100 20061101 694.2 70009.07 16795416 360 356 29700 20061101 411.46 29699.5 16795419 360 345 86705 20051201 722.54 86705 16795420 360 345 21600 20051201 222.18 21496.78 16795423 360 346 58600 20060101 659.7 58371.2 16795424 360 347 19450 20060201 271.49 19449.86 16795425 360 345 19450 20051201 239.07 19450 16795427 360 351 13600 20060601 158.46 13575.24 16795429 360 347 33000 20060201 323 32986.94 16795431 360 348 29600 20060301 309.74 29152 16795432 360 346 28600 20060101 288.69 28470.91 16795437 360 348 21950 20060301 214.84 21941.4 16795442 360 350 27950 20060501 317.35 27950 16795443 360 350 34100 20060501 380.07 34100 16795445 360 353 38350 20060801 459.4 38350 16795452 360 347 24950 20060201 280.88 24875.09 16795454 360 350 25500 20060501 262.2 25425.56 16795455 360 350 23980 20060501 307.24 23980 16795461 360 350 34100 20060501 340.95 33989.18 16795466 360 352 29800 20060701 388.01 29799.02 16795468 360 345 24300 20051201 273.13 24278.13 16795469 360 345 39200 20051201 408.33 39200 16795470 360 346 60150 20060101 665.38 59915.47 16795475 360 348 42800 20060301 515.61 42402.1 16795478 360 349 25800 20060401 225.75 25800 16795482 360 346 20998 20060101 234.39 20834.23 16795485 360 350 53300 20060501 416.41 53300 16795489 360 347 30400 20060201 336.28 30303.59 16795490 360 347 23000 20060201 290.82 22953.45 16795491 360 347 150000 20060201 1148.77 101176.19 16795492 360 350 35980 20060501 371.04 35980 16795494 360 344 20800 20051101 221 20800 16795497 360 350 27100 20060501 329.16 27052.23 16795506 360 355 64500 20061001 806.25 64500 16795508 360 344 25980 20051101 287.39 25876.83 16795509 360 344 30180 20051101 298.87 30013.38 16795511 360 345 98000 20051201 989.22 97523.64 16795514 360 346 42550 20060101 505.24 42546.32 16795515 360 348 22200 20060301 249.75 22200 16795516 360 346 65150 20060101 556.47 65147.93 16795523 360 356 38000 20061101 316.67 38000 16795530 360 346 29250 20060101 306.51 28212.33 16795538 360 352 110000 20060701 1184.66 109723.9 16795540 360 345 10500 20051201 130.67 10473.69 16795542 360 348 24000 20060301 293.89 23933.33 16795544 360 345 21300 20051201 227.33 21201.86 16795545 360 346 28000 20060101 309.74 27903.7 16795548 360 346 31150 20060101 338.5 31036.97 16795551 360 343 111800 20051001 1085.26 109668.5 16795553 360 346 69400 20060101 737.38 69400 16795561 360 346 41100 20060101 393.87 41099.81 16795564 360 346 39650 20060101 371.58 39634.85 16795568 360 346 17400 20060101 195.88 17343.5 16795573 360 344 26980 20051101 286.66 26980 16795574 360 350 25600 20060501 288 25600 16795577 360 353 40000 20060801 497.79 39954.43 16795579 360 346 25100 20060101 287.5 25022.77 16795580 360 346 19700 20060101 229.53 19591.42 16795584 360 348 22200 20060301 240.24 22175.98 16795586 360 345 41150 20051201 353.54 40830.72 16795588 360 346 34350 20060101 336.34 34350 16795598 360 350 40380 20060501 478.45 40302.52 16795599 360 346 39350 20060101 376.14 39249.66 16795600 360 348 31550 20060301 308.93 31550 16795788 360 346 39550 20060101 369.19 39218.2 16795791 360 349 41600 20060401 396.17 41429.1 16795792 360 349 25400 20060401 295.94 25338.49 16795798 360 346 50000 20060101 447.91 49999.7 16795800 360 346 46000 20060101 460 46000 16795801 360 346 46500 20060101 465 46500 16795802 360 347 29150 20060201 273.27 29149.1 16795803 360 347 29650 20060201 277.97 29650 16795804 360 347 26150 20060201 223.36 26150 16795812 360 347 45400 20060201 529.67 45400 16795817 360 345 24350 20051201 250.47 23970.31 16795821 360 344 53950 20051101 539.5 53949.5 16795828 360 348 31800 20060301 331.31 31182.29 16795840 360 353 36100 20060801 336.99 35999.09 16795842 360 346 60000 20060101 650 60000 16795845 360 355 22350 20061001 330.59 22350 16795851 360 348 20350 20060301 199.26 20350 16795852 360 351 26000 20060601 316.72 25987.32 16795856 360 346 67800 20060101 579.1 67797.36 16795858 360 350 39400 20060501 385.79 39400 16795859 360 350 39250 20060501 383.82 39198.24 16795863 360 346 33780 20060101 380.03 33780 16795867 360 348 16501 20060301 116.67 10181.83 16795873 360 347 75000 20060201 859.06 74786.98 16795874 360 353 25000 20060801 252.6 25000 16795602 360 348 21840 20060301 267.44 21554.07 16795613 360 347 51980 20060201 564.86 51804.67 16795614 360 348 25600 20060301 293.33 25600 16795619 360 348 13000 20060301 186.88 13000 16795620 360 348 13000 20060301 186.88 13000 16795624 360 345 33450 20051201 348.44 33450 16795628 360 348 13800 20060301 155.25 13800 16795631 360 347 50000 20060201 583 49971.67 16795639 360 350 62200 20060501 719.19 62200 16795640 360 346 35000 20060101 415.63 35000 16795641 360 348 34000 20060301 292.11 33787.85 16795644 360 351 60000 20060601 650 60000 16795646 360 348 23900 20060301 278.57 23877.7 16795651 360 346 14850 20060101 163.88 14841.8 16795655 360 345 30550 20051201 299.13 30549.4 16795659 360 346 25000 20060101 252.35 24747.67 16795663 360 346 32080 20060101 392.84 32001.1 16795664 360 349 26263 20060401 290.52 26128.21 16795665 360 345 26000 20051201 318.38 25931.17 16795668 360 345 40300 20051201 391.42 40081.93 16795671 360 346 17790 20060101 182.99 17713.91 16795672 360 347 25598 20060201 258.39 25491.21 16795673 360 347 18990 20060201 210.07 18929.66 16795676 360 345 96100 20051201 940.98 96100 16795680 360 345 31500 20051201 342.31 31361.07 16795681 360 344 47950 20051101 539.81 47733.57 16795683 360 344 27550 20051101 326.23 27471.71 16795685 360 344 42900 20051101 433.04 42676.39 16795686 360 345 31000 20051201 336.88 30851.25 16795687 360 345 43250 20051201 374.29 42775.5 16795691 360 344 35950 20051101 362.89 35762.55 16795696 360 346 17800 20060101 214.43 17753.76 16795697 360 346 28500 20060101 362.19 28500 16795699 360 347 13000 20060201 154.03 12967.05 16795704 360 345 38700 20051201 314.44 38700 16795708 360 349 16150 20060401 158.07 16143.67 16795709 360 355 93000 20061001 930 93000 16794716 360 350 36000 20060501 462.41 35948 16794717 360 350 28833 20060501 370.35 28791.38 16794719 360 350 19400 20060501 268.72 19379.03 16794720 360 350 21000 20060501 290.89 20977.23 16794721 360 350 20000 20060501 277.03 19978.41 16794722 360 350 7500 20060501 89.61 7452.13 16794723 360 350 18700 20060501 238.33 18625.37 16794724 360 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369.39 36185.07 16794053 360 346 62250 20060101 745.7 62250 16794057 360 345 32500 20051201 345.31 32500 16794060 360 345 179250 20051201 1903.72 179173.82 16794066 360 346 42820 20060101 419.18 42810 16794068 360 346 21500 20060101 259.01 21444.04 16794069 360 346 37500 20060101 359.38 37500 16794071 360 347 19990 20060201 228.32 19925.95 16794074 360 345 71300 20051201 806.95 67953.84 16794075 360 346 23000 20060101 258.75 23000 16794077 360 346 61000 20060101 648.13 61000 16794080 360 346 51200 20060101 656 51200 16794082 360 346 25490 20060101 277 25013.1 16794084 360 344 30000 20051101 284.38 30000 16794094 360 346 17000 20060101 193.05 16946.23 16794100 360 347 58100 20060201 623.36 58100 16794101 360 346 11750 20060101 133.44 11712.68 16794103 360 347 40400 20060201 427.26 40252.87 16794104 360 347 33700 20060201 392.65 33609.39 16794105 360 347 26800 20060201 317.55 26321.14 16794107 360 347 34700 20060201 473.25 34681.06 16794109 360 347 80600 20060201 891.6 80344.17 16794110 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786.19 72727.47 16794406 360 346 100000 20060101 1019.01 99545.3 16794408 360 347 121500 20060201 1284.95 121057.54 16794409 360 347 59000 20060201 629.69 58720.21 16794413 360 345 95000 20051201 958.94 94538.2 16794415 360 346 62250 20060101 658.34 61966.94 16794419 360 346 89900 20060101 870.91 89900 16794420 360 347 21920 20060201 233.95 21771.52 16794424 360 347 79800 20060201 685.61 79291.63 16794427 360 347 235000 20060201 2372.12 234019.7 16794432 360 348 91600 20060301 1040.2 91354.41 16794434 360 350 37770 20060501 447.53 37677.59 16794435 360 347 68700 20060201 654.25 67982.99 16794439 360 349 33780 20060401 309.19 33729.68 16794440 360 349 31660 20060401 289.71 31605.14 16794441 360 349 30100 20060401 275.53 30057.45 16794443 360 351 12000 20060601 178.41 11991.31 16794444 360 350 38140 20060501 524.44 38097.58 16794445 360 350 38140 20060501 524.44 38097.58 16794447 360 347 29980 20060201 330.96 29973.95 16794449 360 347 22000 20060201 275 22000 16794450 360 347 41400 20060201 437.84 41187.62 16794452 360 347 19600 20060201 238.07 19554.17 16794455 360 347 16112 20060201 176.66 16059.42 16794456 360 347 11660 20060201 127.85 11621.87 16794457 360 347 10750 20060201 117.87 10714.87 16794458 360 347 12760 20060201 139.91 12718.31 16794459 360 347 14515 20060201 159.15 14467.62 16794464 360 347 27600 20060201 290.25 27588.01 16794465 360 347 28200 20060201 281.02 26449.25 16794467 360 347 32319 20060201 382.94 32236.92 16794468 360 347 24600 20060201 276.95 24513.88 16794469 360 347 30400 20060201 383.17 30400 16794471 360 347 61000 20060201 759.14 60837.39 16794473 360 347 39200 20060201 449.17 39200 16794475 360 347 29980 20060201 377.87 29980 16794476 360 347 26500 20060201 309.17 26500 16794485 360 347 103250 20060201 1336.56 103057.99 16794486 360 347 32000 20060201 398.24 31824.71 16794487 360 347 45000 20060201 523.19 44844.49 16794490 360 347 45000 20060201 560.02 44903.45 16794491 360 347 26000 20060201 330.21 25983.48 16794492 360 347 77000 20060201 821.79 75744.83 16794495 360 349 16849 20060401 196.25 16821.36 16794496 360 349 24000 20060401 356.81 23958.19 16794497 360 348 21435 20060301 228.77 21365.23 16794498 360 348 17214 20060301 207.38 17176.02 16794499 360 348 19125 20060301 204.12 19054.37 16794500 360 348 21000 20060301 265.54 20960.89 16794507 360 349 40380 20060401 438.81 40266.62 16794509 360 349 19180 20060401 215.93 19131.74 16794512 360 348 70500 20060301 863.32 70292.25 16794514 360 349 20400 20060401 257.95 19955.44 16794519 360 347 34512 20060201 426.06 34419.27 16794520 360 347 21700 20060201 296.11 21700 16794522 360 349 42000 20060401 463.75 42000 16794523 360 349 37700 20060401 484.25 37639.66 16794525 360 349 42000 20060401 539.48 41932.81 16794526 360 349 41000 20060401 526.63 40934.48 16794527 360 349 23500 20060401 280.78 23451.4 16794528 360 349 45900 20060401 592.88 45900 16794529 360 350 50800 20060501 657.6 50728.73 16794530 360 350 42200 20060501 546.28 42140.75 16794532 360 350 57250 20060501 729.63 57164.87 16794533 360 350 35000 20060501 481.25 35000 16794535 360 349 57900 20060401 663.2 57762.35 16794536 360 349 17805 20060401 234.06 17778.9 16794537 360 349 46600 20060401 589.24 46521.06 16794539 360 350 18285 20060501 275.58 18271.05 16794540 360 348 30000 20060301 343.63 29907.33 16794543 360 350 60000 20060501 746.69 59869.51 16794549 360 349 22600 20060401 245.6 22536.01 16794551 360 348 22700 20060301 224.8 22608.16 16794552 360 348 40650 20060301 453.08 40650 16794554 360 349 24800 20060401 227.25 24790.91 16794561 360 349 34400 20060401 411.01 34328.88 16794562 360 348 40260 20060301 423.38 40242.45 16794565 360 349 17800 20060401 183.1 17741.02 16794567 360 349 24000 20060401 313.09 23963.74 16794569 360 350 34800 20060501 449.31 34785 16794570 360 350 31700 20060501 409.46 31700 16794574 360 350 34000 20060501 426.52 33946.46 16794575 360 349 424500 20060401 5085.16 424500 16794576 360 349 220500 20060401 2641.41 220500 16794579 360 349 49800 20060401 629.7 49715.67 16794580 360 349 25200 20060401 271.4 25127.23 16794581 360 349 17800 20060401 217.36 17683.75 16794582 360 349 17800 20060401 217.36 17683.75 16794583 360 350 28800 20060501 344.1 28746.21 16794584 360 348 36000 20060301 465 36000 16794588 360 348 42655 20060301 470.98 42655 16794589 360 351 17500 20060601 205.63 17460.1 16794593 360 350 10800 20060501 138.73 10128.37 16794594 360 351 19500 20060601 264.2 19479.39 16794595 360 350 19000 20060501 221.67 19000 16794596 360 350 47936 20060501 587.01 47853.78 16794600 360 349 36500 20060401 456.25 36500 16794601 360 349 34400 20060401 390.65 34315.85 16794602 360 349 42300 20060401 467.93 42187.55 16794603 360 350 27561 20060501 342.99 27516.39 16794605 360 350 23800 20060501 263.28 23742.78 16794607 360 349 25350 20060401 327.44 25350 16794610 360 350 12400 20060501 159.28 12382.03 16794611 360 349 26980 20060401 309.04 26915.81 16794613 360 350 33600 20060501 528.5 33600 16794624 360 349 73000 20060401 1026.56 72999.56 16794625 360 349 71750 20060401 878.62 71613.94 16794626 360 349 70000 20060401 857.19 69867.25 16794627 360 349 64400 20060401 820.75 64294.02 16794628 360 349 92750 20060401 1182.05 92597.49 16794630 360 349 52150 20060401 662.74 52150 16794631 360 349 77000 20060401 978.54 77000 16794632 360 349 89250 20060401 1152.81 89250 16794633 360 349 82250 20060401 959.58 82250 16794637 360 350 87850 20060501 1128.4 87723.18 16794639 360 350 22950 20060501 265.36 22950 16794644 360 351 47830 20060601 600.01 47762.67 16794647 360 350 67959 20060501 811.96 67832.16 16794648 360 350 66929 20060501 832.92 66820.64 16794650 360 350 76350 20060501 961.84 76311.51 16794651 360 351 35600 20060601 470.65 35576.45 16794653 360 349 48550 20060401 627.1 48550 16794654 360 349 24200 20060401 258.28 24128.18 16794657 360 350 51800 20060501 706.85 51800 16794658 360 350 47550 20060501 619.14 47550 16794659 360 350 7500 20060501 91.85 7391.43 16794661 360 351 7500 20060601 91.85 7403.94 16794677 360 352 33980 20060701 410.59 33980 16794685 360 350 72596 20060501 932.47 72491.18 16794688 360 350 25380 20060501 328.54 25344.4 16794690 360 350 19990 20060501 264.8 19964.2 16794691 360 350 10000 20060501 151.73 9992.63 16794692 360 350 12875 20060501 170.33 12875 16794693 360 350 12875 20060501 170.33 12875 16794699 360 350 14600 20060501 190.46 14580.09 16794701 360 350 12875 20060501 170.33 12875 16794703 360 350 10590 20060501 127.58 10523.45 16794706 360 350 10800 20060501 122.65 10776.07 16794707 360 350 35300 20060501 455.96 35300 16794708 360 349 22800 20060401 275.5 22800 16794710 360 350 17800 20060501 210.91 17765.8 16794713 360 350 32960 20060501 423.36 32912.4 16794714 360 350 33150 20060501 425.8 33102.15 16794715 360 350 31600 20060501 411.46 31600 16795835 360 344 24400 20051101 225.69 23550 16794001 360 351 13800 20060601 196.75 13784.39 16795064 360 355 21750 20061001 303.48 21575.33 16796213 360 348 39400 20060301 377.29 39369.8 15541461 240 217 29400 20050401 298.48 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16971378 360 359 53000 20070201 575.95 52987.18 16971297 180 179 29500 20070201 326.33 29493.25 16971298 360 359 48000 20070201 470 48000 16971379 180 179 199051 20070201 2453.35 198671.1 16971299 180 179 70000 20070201 666.63 69975.04 16971300 360 359 150000 20070201 1750 150000 16971220 360 359 34500 20070201 255.16 34500 16971301 360 359 48450 20070201 554.95 48440.11 16971302 180 179 30250 20070201 316.99 30241.81 16971219 180 179 141000 20070201 1396.31 140954.94 16971373 180 179 49000 20070201 518.21 48987.1 16971292 180 179 74000 20070201 601.25 74000 16971293 180 179 73400 20070201 644.14 73367.53 16971374 360 359 59500 20070201 566.63 59478.79 16971294 180 179 56600 20070201 598.58 56585.11 16971375 180 179 39980 20070201 376.97 39965.35 16971376 360 359 38000 20070201 447.29 38000 16971290 360 359 26800 20070201 220.54 26800 16971371 180 179 53200 20070201 465.5 53200 16971372 360 359 110000 20070201 893.75 110000 16971291 360 359 31920 20070201 337.58 31911.6 16971281 180 179 67000 20070201 614.17 67000 16971362 180 179 75183 20070201 787.84 75162.65 16971209 180 179 44000 20070201 435.73 43985.94 16971282 360 359 117990 20070201 1236.41 117958.07 16971363 180 179 178000 20070201 1899.72 177954.45 16971364 180 179 35400 20070201 377.81 35390.94 16971283 360 359 37000 20070201 416.25 37000 16971284 360 359 46000 20070201 479.17 46000 16971285 180 179 52272 20070201 478.15 52251.23 16971366 360 359 78944 20070201 943.2 78930.04 16971286 180 179 41000 20070201 477.7 40992.09 16971287 180 179 41600 20070201 439.95 41589.05 16971368 180 179 59975 20070201 487.98 59943.08 16971288 180 179 62190 20070201 608.94 62190 16971369 180 179 122000 20070201 1448.75 122000 16971289 360 359 98250 20070201 826.14 98201.67 16971210 180 179 81750 20070201 694.87 81710.83 16971211 360 359 93000 20070201 833.37 92961.01 16971212 180 179 88000 20070201 834.17 88000 16971213 180 179 65000 20070201 700.03 64983.82 16971214 180 179 67700 20070201 676.89 67678.95 16971215 360 359 47937 20070201 549.08 47927.21 16971216 180 179 63000 20070201 570.94 63000 16971217 180 179 74998 20070201 703.11 74998 16971370 180 179 66000 20070201 728.75 66000 16971218 360 359 65500 20070201 600.42 65500 16971207 180 179 48500 20070201 452.74 48481.74 16971208 360 359 54800 20070201 570.83 54800 16971361 180 179 67800 20070201 658.52 67777.11 16971280 360 359 10000 20070201 117.5 9998.13 16971206 180 179 25600 20070201 200 25600 16971360 360 359 78000 20070201 742.81 77972.19 16729332 180 177 53800 20061201 538 53800 16729333 180 177 90000 20061201 937.5 90000 16729334 180 177 73950 20061201 770.31 73950 16729335 180 178 104000 20070101 1126.67 104000 16729336 180 177 71000 20061201 724.79 70999.79 16729346 360 357 130000 20061201 1387.44 129899.14 16729347 180 177 63750 20061201 680.38 63700.53 16729348 180 178 129000 20070101 1290 129000 16729349 180 177 53985 20061201 565.71 53940.72 16729344 180 177 93000 20061201 974.54 92465.34 16729341 180 177 102000 20061201 1020 102000 16729342 180 177 112000 20061201 1195.33 111913.12 16729343 180 177 86000 20061201 860 86000 16729337 180 177 71400 20061201 720.72 71334.58 16729338 180 177 90000 20061201 937.5 90000 16729339 180 177 132000 20061201 1320 132000 16728942 360 357 69575 20061201 675.76 69503.86 16728943 360 358 65000 20070101 534.74 64932.34 16728944 360 358 87400 20070101 750.9 87318.12 16728945 360 357 135200 20061201 1394.25 135200 16728946 360 357 20800 20061201 203.67 20800 16728947 360 357 17200 20061201 203.67 20800 16728948 360 357 20800 20061201 203.67 20800 16728949 360 357 38400 20061201 308.98 38336.58 16728950 360 357 44000 20061201 386.13 43941.12 16728951 360 357 70600 20061201 619.57 70505.5 16728952 360 357 53491 20061201 504.36 53431.67 16728953 360 357 52000 20061201 525.42 52000 16728954 360 357 26000 20061201 223.38 25963.31 16728955 360 357 32000 20061201 280 32000 16728956 360 357 29000 20061201 320.8 28979.88 16728957 360 357 28500 20061201 224.21 28446.62 16728958 360 357 38750 20061201 379.43 38750 16728959 360 357 55000 20061201 560.45 54950.98 16728960 360 358 47053 20070101 370.17 23780.57 16728961 360 357 33750 20061201 305.86 33750 16728962 360 357 22000 20061201 203.67 20800 16728963 360 357 31700 20061201 232.6 31635.77 16728964 360 357 19600 20061201 203.67 20800 16728965 360 357 19000 20061201 203.67 20800 16728966 360 357 18200 20061201 203.67 20800 16728968 360 357 144000 20061201 1558.8 144000 16728969 360 358 39000 20070101 367.73 38971.29 16728970 360 357 55500 20061201 635.7 55465.65 16728971 360 357 23250 20061201 247.03 23250 16728972 360 357 22000 20061201 236.93 20800 16728975 360 357 59115 20061201 406.42 59115 16728976 360 357 41598 20061201 380.51 41547.98 16728977 360 357 54500 20061201 408.75 54500 16728978 360 357 35279 20061201 234.71 35191.75 16728979 360 358 16000 20070101 153.33 16000 16728980 360 357 83990 20061201 752.64 83883.41 16728981 360 357 19800 20061201 208 20800 16728913 360 356 42400 20061101 407.79 42339.93 16728914 360 356 64248 20061101 698.18 64184.82 16728915 360 357 89000 20061201 880.73 89000 16728916 360 356 59447 20061101 651.8 59390.17 16728917 360 357 47000 20061201 447.59 46949.26 16728918 360 357 25000 20061201 200.52 25000 16728919 360 357 48500 20061201 485 48500 16728920 360 356 31700 20061101 278.19 31643.2 16728921 360 356 145000 20061101 1646.6 144876.14 16728923 360 357 61500 20061201 522.74 61410.91 16728924 360 357 110000 20061201 1216.82 109923.72 16728925 360 357 90000 20061201 978.02 89933.99 16728926 360 357 30800 20061201 215.36 30730.99 16728927 360 357 33750 20061201 305.57 33708.33 16728928 360 357 42750 20061201 415.21 42706.31 16728930 360 357 46900 20061201 537.2 46870.96 16728931 360 357 50000 20061201 452.7 49938.25 16728932 360 357 44000 20061201 427.36 43955 16728933 360 357 50000 20061201 358.21 49893.44 16728934 360 357 62100 20061201 633.94 62100 16728935 360 357 33000 20061201 320.52 32966.26 16728936 360 357 10000 20061201 98.08 9990.04 16728937 360 357 110000 20061201 945.07 109844.78 16728938 360 357 98000 20061201 1074.51 97904.34 16728939 360 357 30900 20061201 279.77 30861.84 16728940 360 357 56400 20061201 618.39 56359.78 16600406 360 355 45000 20061001 428.55 44918.25 16777446 180 177 29300 20061201 301.16 29274.54 16777426 360 357 38550 20061201 460.58 38529.32 16777400 360 356 43800 20061101 412.99 43734.92 16777403 360 356 21980 20061101 256.09 21962.77 16777404 360 356 49440 20061101 452.25 49360.36 16777406 300 297 61500 20061201 647 61497.03 16777407 180 176 58000 20061101 568.84 57922.71 16777408 360 357 79000 20061201 678.73 78888.54 16777416 360 357 70198 20061201 880.6 70166.29 16777504 360 358 31000 20070101 301.09 30978.98 16777506 180 178 36990 20070101 334.91 36959.67 16777507 180 177 28400 20061201 291.91 28375.31 16777508 360 357 19000 20061201 125.62 18952.42 16777509 360 357 41159 20061201 368.83 41106.77 16777511 180 177 30000 20061201 246.8 29952.99 16777513 360 357 42500 20061201 361.25 42438.42 16777514 360 357 77000 20061201 718.78 76912.25 16777515 180 178 41090 20070101 410.56 41090 16777517 180 177 47500 20061201 316.02 46910.73 16777518 180 177 13800 20061201 118.56 13780.54 16777520 180 177 10000 20061201 82.27 9984.31 16777521 360 357 35800 20061201 307.58 35749.48 16777522 180 178 34600 20070101 253.88 34553.42 16777523 180 177 53000 20061201 382.01 52888.46 16777524 180 177 67500 20061201 454.76 67337.1 16777525 360 357 29250 20061201 207.03 29186.08 16777527 360 358 35400 20070101 313.94 35369.37 16777528 360 357 63000 20061201 588.09 62904.08 16777529 180 177 43000 20061201 586.77 43000 16777530 360 357 52000 20061201 409.08 51909.61 16777531 360 358 32360 20070101 266.22 32326.31 16777532 360 357 62000 20061201 827.5 61977.83 16777533 360 357 55000 20061201 378.13 55000 16777534 360 357 24750 20061201 254.39 24728.49 16777535 180 178 30000 20070101 225.38 29961.61 16777536 360 358 57000 20070101 532.08 56755.11 16777537 180 178 21000 20070101 257.16 20993.14 16777538 360 357 52198 20061201 429.42 52116.19 16777539 360 358 36700 20070101 318.68 36666.52 16777540 360 357 57980 20061201 400.45 57846.84 16777541 180 177 27000 20061201 186.48 26937.99 16777542 60 58 40000 20070101 314.68 39953.81 16777543 360 357 23000 20061201 286.23 22989.31 16777544 360 358 79800 20070101 656.49 79716.96 16777545 180 178 70000 20070101 525.89 69910.41 16777546 360 358 23200 20070101 316.66 23194.98 16777547 360 357 44000 20061201 326.7 43913.07 16777548 360 358 40415 20070101 347.23 40377.13 16777549 360 358 44300 20070101 309.75 44234.05 16777550 180 177 72750 20061201 514.92 72591.03 16777551 180 178 27000 20070101 279.91 26861.52 16777552 360 358 13920 20070101 143.08 13911.96 16777553 360 358 21600 20070101 241.05 21590.35 16782298 360 358 24000 20070101 208.4 23977.61 16777495 360 357 77000 20061201 769.36 77000 16777496 180 178 40000 20070101 554.06 39991.82 16777497 360 357 56000 20061201 455.63 55909.93 16777498 360 357 27000 20061201 244.46 26961.06 16777499 360 357 24150 20061201 194.32 24110.13 16777500 360 357 51200 20061201 375.69 51096.23 16777501 360 358 100050 20070101 905.86 99967.96 16777502 360 357 18400 20061201 158.08 18374.05 16777492 360 357 68000 20061201 673.4 67934.18 16777493 360 357 28780 20061201 295.81 28755 16777494 360 357 53000 20061201 436.02 52916.93 16777483 360 357 37000 20061201 501.04 37000 16777484 180 177 122500 20061201 1595.05 122500 16777485 360 357 94000 20061201 739.5 93836.57 16777486 180 177 32500 20061201 318.75 32465.13 16777487 180 177 58185 20061201 489.25 58086.87 16777488 180 177 148400 20061201 1525.32 148270.36 16777489 360 357 90900 20061201 831.5 90790.68 16777490 360 357 72000 20061201 712.5 72000 16777434 180 177 100000 20061201 840.85 99851.28 16777435 180 177 26500 20061201 185.29 25210.08 16777438 360 357 51000 20061201 495.34 50947.87 16777439 360 357 101097 20061201 853.01 101097 16777440 360 357 20400 20061201 225.66 20385.87 16777441 360 357 102139 20061201 1050.61 102050.46 16777444 360 357 49000 20061201 475.92 48723.49 16777445 360 357 26471 20061201 227.43 26433.65 16777447 360 357 63000 20061201 588.09 62928.22 16777448 180 177 33000 20061201 342.11 32745.12 16777449 360 357 26400 20061201 264 26400 16777450 180 177 25000 20061201 233.37 24971.51 16777452 360 357 14100 20061201 199.59 14096.01 16777453 180 177 37800 20061201 328.24 37748.04 16777454 360 357 51750 20061201 435.14 51673.04 16777455 360 357 98000 20061201 979.84 97907.72 16777457 360 357 40500 20061201 385.69 40456.28 16777458 360 358 57000 20070101 453.52 56935.85 16777460 360 357 14980 20061201 189.41 14973.44 16777462 360 357 65000 20061201 608.7 64928.47 16777464 360 357 48000 20061201 578.25 47974.95 16777466 180 177 31200 20061201 294.18 31165.4 16777467 180 177 48000 20061201 475.34 47953.53 16777468 360 357 61000 20061201 626.98 60946.99 16777469 360 357 33600 20061201 479.03 33569.21 16777471 360 357 24000 20061201 260 24000 16777473 360 358 12000 20070101 139.81 11995.35 16777474 360 357 50200 20061201 394.92 50107.57 16777476 180 177 58659 20061201 542.07 58590.32 16777477 180 177 98000 20061201 841.97 97861.72 16777478 360 357 63800 20061201 601.56 63729.25 16777479 180 177 45000 20061201 449.93 44957.62 16777482 360 357 87800 20061201 778.63 87685.58 16777356 360 357 40000 20061201 391.67 40000 16777358 180 177 22000 20061201 169.16 21959.73 16777361 180 177 39000 20061201 256.2 38698.85 16777362 360 357 75000 20061201 770.88 74934.84 16777370 360 357 97500 20061201 974.72 97472.1 16777372 360 357 44280 20061201 413.35 44229.53 16777377 360 357 55000 20061201 565.31 54678.79 16777382 360 357 40000 20061201 365.9 39951.88 16777386 360 357 23436 20061201 273.06 23410 16777390 360 357 17400 20061201 178.84 17384.9 16777401 360 357 25200 20061201 304.5 25200 16777402 360 357 38000 20061201 463.13 38000 16777409 180 177 38000 20061201 390.87 37967.06 16777410 180 177 47980 20061201 412.22 47912.31 16777413 180 177 66000 20061201 634.78 65562.04 16777415 180 177 16000 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360 357 10100 20061201 64.18 10100 16730554 360 357 123600 20061201 1271.37 123492.83 16730555 180 177 248400 20061201 2225.92 248084.81 16730556 360 357 70000 20061201 633.78 69156.63 16730557 360 357 34500 20061201 294.69 34500 16730558 360 357 55500 20061201 476.83 55398.15 16730559 360 357 93600 20061201 980.83 93523.23 16730560 180 177 70600 20061201 685.71 70527.83 16730561 360 357 120000 20061201 1187.5 120000 16730562 180 177 97200 20061201 971.84 97108.48 16730563 360 357 39000 20061201 408.68 38967.69 16730564 360 357 62400 20061201 596.08 62200 16730565 360 357 20000 20061201 159.13 19966.11 16730566 180 177 142000 20061201 1138.96 142000 16730567 360 357 83000 20061201 804.06 83000 16730568 360 357 84800 20061201 872.26 84726.49 16730569 360 357 67500 20061201 583.59 67500 16730570 180 177 41400 20061201 498.74 41378.41 16730571 360 357 94000 20061201 895.18 93898.54 16730572 180 177 25000 20061201 240.45 24871.85 16777459 180 177 84800 20061201 921.52 84737.78 16777461 180 177 47030 20061201 387.02 47030 16777475 180 177 77800 20061201 799.66 77732.4 16777491 180 177 32600 20061201 268.19 32548.91 16777516 360 357 44000 20061201 369.98 43934.54 16777350 360 356 95250 20061101 998.12 95145.3 16777352 360 355 53000 20061001 339.36 52112.15 16777353 360 355 65800 20061001 695.88 65607.41 16777354 360 356 62500 20061101 415.81 61953.57 16777357 360 356 38250 20061101 449.43 38220.84 16777359 360 356 67000 20061101 587.97 66879.97 16777360 300 296 39500 20061101 251.72 39356.98 16777363 180 176 100000 20061101 699.21 99700.37 16777364 360 356 34200 20061101 293.83 34087.16 16730541 360 357 157500 20061201 1514.8 157334.55 16600433 360 355 94000 20061001 1008.54 94000 16777365 180 176 60000 20061101 435.04 59833.21 16777366 360 357 15800 20061201 151.96 15758.18 16777367 360 357 32600 20061201 280.08 32554.02 16777368 360 356 42000 20061101 388.12 41934.16 16777371 180 177 22351 20061201 217.09 22328.14 16777374 360 357 105000 20061201 1009.87 104889.69 16777375 180 176 52980 20061101 450.32 52877.27 16777376 300 296 65000 20061101 463.11 64997.36 16777378 360 356 33450 20061101 528.06 33442.14 16777379 180 176 35000 20061101 335.42 35000 16777380 360 356 99500 20061101 765.07 99256.3 16777381 180 176 82400 20061101 692.86 82235.95 16777383 180 176 28400 20061101 205.92 28321.06 16777384 360 356 71000 20061101 676.15 70897.33 16777388 300 296 50000 20061101 481.05 49865.68 16777389 300 296 86800 20061101 853.53 86800 16777392 180 176 16000 20061101 173.75 15982.93 16777393 180 177 21600 20061201 222.01 21581.25 16777394 360 356 52260 20061101 557.75 52205.67 16777396 180 177 40000 20061201 353.96 39463.51 16777397 180 176 13000 20061101 133.62 12960.18 16777398 360 357 41325 20061201 385.76 41277.9 16777399 360 356 25600 20061101 364.97 25590.59 16840390 360 357 31000 20061201 318.87 30973.12 16840391 360 357 15000 20061201 224.53 14996.67 16840392 360 357 15000 20061201 224.53 14996.67 16840393 360 357 27750 20061201 288.11 27726.6 16840394 360 357 78120 20061201 818.62 78055.92 16840395 360 357 19780 20061201 286.02 19774.88 16840396 360 357 43020 20061201 450.81 42984.69 16840397 360 356 40000 20061101 351.03 39928.33 16840398 360 357 29980 20061201 308.38 29954 16840399 360 357 22500 20061201 336.8 22495 16840380 360 352 62500 20060701 740.54 62405.21 16840381 360 357 51600 20061201 647.3 51576.69 16840382 360 354 53600 20060901 490.3 53469.37 16840384 360 356 17281 20061101 177.75 17260.94 16840385 360 355 37500 20061001 530.82 37482.12 16840386 360 357 22200 20061201 232.63 22181.79 16840387 360 356 25780 20061101 406.98 25773.93 16840388 360 356 25780 20061101 406.98 25773.93 16840479 360 355 144250 20061001 1694.92 144111.69 16840456 360 358 38000 20070101 488.09 37989.59 16840457 360 358 33880 20070101 441.97 33871.24 16840458 360 358 19567 20070101 235.72 19560.24 16840460 360 357 56000 20061201 586.82 55954.08 16840461 360 357 97000 20061201 1236.21 96958.67 16840462 360 357 57000 20061201 858.57 56987.68 16840463 360 357 34000 20061201 440.12 33986.34 16840464 360 358 24900 20070101 258.52 24886.07 16840465 360 357 90000 20061201 1310.54 89977.43 16840466 360 358 73600 20070101 1094.21 73588.83 16840467 360 358 29000 20070101 425.23 28995.34 16840468 360 358 30000 20070101 382.33 29991.54 16840469 360 358 24450 20070101 318.76 24443.66 16840470 360 358 31200 20070101 457.24 31194.96 16840471 360 358 30000 20070101 367.13 29990.18 16840472 360 357 23850 20061201 299.19 23839.22 16840473 360 358 23000 20070101 288.52 22993.12 16840476 360 355 67150 20061001 626.83 67021.33 16840477 360 355 165950 20061001 1691.03 165701.03 16840478 360 355 67000 20061001 625.43 66871.6 16840452 360 358 53000 20070101 675.46 52985.03 16840453 360 358 51980 20070101 544.7 51951.72 16840454 360 358 32600 20070101 415.47 32590.8 16840455 360 358 25980 20070101 269.74 25965.46 16840420 360 357 20400 20061201 305.36 20395.48 16840421 360 357 67000 20061201 587.97 66910.35 16840422 360 357 29600 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360 356 64000 20061101 683.04 63933.48 16840486 360 356 66300 20061101 831.7 66259.83 16769965 360 357 16800 20061201 202.39 16791.23 16769967 180 177 28600 20061201 217.38 28546.3 16769968 180 177 85000 20061201 973.6 84947.36 16769970 180 177 118000 20061201 1539.33 117953.92 16769971 360 358 33750 20070101 250.6 33705.69 16769972 360 357 47690 20061201 583.99 47666.51 16769973 180 177 48380 20061201 429.05 48316.94 16769963 180 178 17700 20070101 234.46 17695.67 16769962 180 178 36024 20070101 356.75 36000.85 16769960 180 177 17400 20061201 233.99 17393.95 16769951 180 177 78725 20061201 720.13 78630.31 16769952 360 358 74474 20070101 533.54 74368.54 16769955 360 357 26250 20061201 285.26 26230.74 16769956 180 177 68000 20061201 565.59 67826.81 16769957 180 178 63750 20070101 686.57 63718.1 16769950 180 177 72000 20061201 598.86 71888.91 16769954 360 357 36750 20061201 428.18 36728.5 16769959 180 177 27900 20061201 376.26 27763.56 16769961 180 177 47498 20061201 479.45 47454.48 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16769030 180 176 85000 20061101 815.9 80692.59 16769032 180 177 44800 20061201 482.48 44766.21 16769034 180 177 60600 20061201 652.64 60554.28 16769035 360 357 53000 20061201 592.51 52964.45 16769036 180 177 51000 20061201 557.19 50963.22 16769039 180 177 59000 20061201 599.62 58946.25 16769040 180 177 59600 20061201 659.29 59558.69 16769041 180 177 62750 20061201 686.3 62677.06 16769042 180 177 90000 20061201 842.84 89898.32 16769043 180 177 61000 20061201 648.66 60952.16 16769045 180 177 104160 20061201 1041.6 104160 16769046 180 177 74000 20061201 766.87 73937.27 16769047 360 357 90000 20061201 934.42 89924.11 16769050 180 177 75000 20061201 754.18 74930.54 16769051 180 177 44500 20061201 462.88 44462.67 16768948 180 176 26000 20061101 240.75 25959.46 16768949 180 176 81800 20061101 865.09 81712.55 16768950 180 176 100000 20061101 999.84 99873.82 16768951 180 176 51000 20061101 510.89 50948.17 16768952 180 176 46600 20061101 497.34 46551.56 16768953 180 176 50000 20061101 538.48 49949.45 16768954 180 176 77000 20061101 821.79 76862.02 16768931 360 356 64200 20061101 666.55 64116.89 16768933 180 176 32400 20061101 348.94 32367.23 16768935 180 176 99450 20061101 937.7 99302.28 16768936 180 176 95000 20061101 1004.69 94898.44 16768937 180 176 46000 20061101 486.48 45950.29 16768939 180 176 75000 20061101 789.06 75000 16768940 180 176 41000 20061101 433.6 40956.18 16768941 180 176 37950 20061101 405.02 37264.35 16768942 180 176 84000 20061101 896.5 83912.65 16768943 180 176 69500 20061101 661.86 69399.53 16768944 180 176 68000 20061101 752.16 67888.42 16768945 180 176 46000 20061101 490.94 45952.16 16768946 180 177 71850 20061201 718.38 71782.35 16768947 180 176 68000 20061101 732.34 67931.24 16768896 180 175 84000 20061001 876.66 83906.55 16768897 180 176 43500 20061101 410.16 43435.36 16768898 180 175 33750 20061001 353.67 33703.37 16768899 180 176 94800 20061101 1039.42 94709.38 16768900 180 177 57000 20061201 569.91 56946.32 16768901 180 175 89800 20061001 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16828212 180 177 62500 20061201 650.11 62447.58 16828213 180 178 30000 20070101 299.38 29981.15 16828214 180 177 78000 20061201 805.32 77933.12 16828215 180 178 72000 20070101 666.7 71944.35 16828216 180 177 89000 20061201 918.89 88923.7 16828217 180 178 85000 20070101 927 84959.12 16828219 180 178 33000 20070101 335.64 32980.38 16828220 180 178 99000 20070101 970.96 98905.33 16828221 180 177 100000 20061201 1082.8 99925.81 16828222 180 178 45900 20070101 471.78 45873.55 16828223 180 178 72000 20070101 757.27 71961.26 16828224 180 178 60000 20070101 658.56 59971.73 16828225 180 178 99800 20070101 1042.72 99745.22 16828226 180 177 111000 20061201 1078.1 110886.52 16828227 180 177 36000 20061201 366.84 35967.92 16828228 180 178 82950 20070101 837.31 82898.88 16828229 180 177 153000 20061201 1445.51 152831.19 16828230 180 177 102000 20061201 1068.85 101916.35 16828231 180 178 70200 20070101 701.89 70156.13 16828232 180 178 62000 20070101 619.9 61961.27 16828233 180 178 54800 20070101 578.49 54770.83 16828234 180 178 45600 20070101 458.19 45571.92 16828235 180 177 71600 20061201 755.28 71542.43 16828236 180 177 115200 20061201 1154.02 115092.09 16828237 180 177 83800 20061201 871.67 83729.71 16828238 180 178 77380 20070101 855.98 77344.41 16828239 180 178 26700 20070101 281.85 26685.8 16828240 180 177 34000 20061201 323.53 33961.26 16768923 180 176 90000 20061101 943.11 89901.06 16768926 180 176 93600 20061101 994.5 93600 16768932 180 175 92000 20061001 1017.7 91892.54 16768934 180 176 41600 20061101 456.12 41560.21 16768960 180 176 26000 20061101 235.41 25956.97 16768967 180 176 43400 20061101 463.19 43354.87 16769008 180 177 63000 20061201 660.17 62948.35 16769009 180 177 91250 20061201 987.7 91182.23 16769013 180 177 100000 20061201 1136.76 99936.51 16769014 180 177 55000 20061201 584.86 54956.86 16769021 180 177 98000 20061201 1093.66 97933.94 16769028 180 177 79500 20061201 833.08 79434.78 16769038 180 177 25000 20061201 253.79 24977.47 16769044 180 177 59750 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1416.25 132000 16777972 180 177 81000 20061201 840.98 80931.69 16694251 360 356 48000 20061101 470.77 47936.02 16694268 180 175 69450 20061001 853.66 69450 16694269 180 175 70000 20061001 774.34 69918.21 16694464 240 236 66000 20061101 687.5 66000 16694588 180 175 56000 20061001 501.82 54771.97 16777885 180 176 36300 20061101 412.22 36268.98 16777891 180 177 54000 20061201 666.64 53974.15 16777904 180 177 32000 20061201 307.77 31923.76 16777909 180 177 57000 20061201 597.31 56953.22 16777912 180 176 42000 20061101 444.18 41955.1 16777915 180 177 52000 20061201 524.9 51952.34 16777917 180 177 40069 20061201 322.12 40002.69 16777932 180 175 47400 20061001 492.13 47316.41 16777935 180 177 41370 20061201 332.88 41301.67 16777939 240 237 33678 20061201 336.78 33678 16777945 180 177 84000 20061201 760.55 83896.2 16777947 180 177 60400 20061201 469.79 60292.24 16777948 180 177 33500 20061201 348.96 33500 16777949 180 177 66000 20061201 721.88 66000 16777954 180 176 84600 20061101 742.43 84448.4 16777955 240 237 137000 20061201 1427.08 137000 16777875 180 177 148400 20061201 1699.8 148308.07 16777879 180 177 67800 20061201 645.17 67726.62 16777880 180 176 46000 20061101 572.46 45971.3 16777881 180 176 182000 20061101 2047.5 182000 16777882 180 177 91500 20061201 1120.47 91454.92 16778028 180 176 74000 20061101 690.78 73887.05 16778030 180 176 26950 20061101 310.56 26715.11 16778031 180 176 75200 20061101 795.3 75119.57 16778032 180 176 37150 20061101 382.13 37106.84 16778034 180 176 87800 20061101 920.06 87703.46 16778037 240 236 25000 20061101 260.18 24884.77 16778038 180 176 42150 20061101 462.15 42109.69 16694287 180 176 45100 20061101 472.61 45050.4 16694288 180 176 31000 20061101 367.09 30742.05 16778040 180 176 72000 20061101 881.69 71896.13 16778041 180 176 77000 20061101 821.79 76919.93 16778042 180 176 81000 20061101 872.35 80918.07 16778043 180 176 25000 20061101 306.14 24983.46 16778045 240 237 64000 20061201 680 64000 16778016 180 175 35250 20061001 319.16 35176.78 16778018 180 175 51950 20061001 595.05 51890.61 16778020 180 175 49000 20061001 556.44 48919.25 16778021 180 176 48300 20061101 432.82 48217.92 16778023 180 175 59500 20061001 522.16 59347.23 16778024 180 175 72850 20061001 749.35 72743.64 16778025 180 175 94750 20061001 1011.23 94626.19 16778026 180 176 52000 20061101 565.09 51948.83 16694198 180 176 61000 20061101 575.17 60909.35 16694137 180 175 34000 20061001 308.06 33992.4 16777979 240 237 85600 20061201 739.13 85490 16778005 180 175 93850 20061001 956.34 93709.15 16778007 180 175 43580 20061001 378.43 43479.34 16778011 180 175 72000 20061001 713.01 71882.73 16778012 180 175 46150 20061001 439.5 46066.18 16778013 180 175 40250 20061001 468.96 40210.3 16778014 180 175 70800 20061001 845.9 70735.88 16778015 240 236 59200 20061101 567.33 59200 16694218 180 176 38500 20061101 312.81 38500 16694227 360 356 25000 20061101 256.97 24970.85 16694234 240 236 50000 20061101 531.25 50000 16778002 180 174 25450 20060901 244.78 25395.73 16778003 180 175 63300 20061001 657.21 63210.12 16777993 240 237 132000 20061201 1306.25 132000 16777994 240 237 62100 20061201 588.66 62100 16777995 240 237 53300 20061201 527.44 53299.45 16777996 240 237 79200 20061201 791.6 79160.4 16777997 240 237 50000 20061201 526.04 50000 16777998 240 237 72400 20061201 754.17 72400 16777999 240 237 99650 20061201 1058.78 99650 16778036 180 176 76250 20061101 669.15 76113.38 16778044 180 176 76500 20061101 823.88 75886.85 16778048 240 236 66000 20061101 707.73 65963.13 16778022 180 175 49000 20061001 556.44 48947.38 16778027 180 175 46000 20061001 508.86 45920.52 16778029 180 176 33729 20061101 433.24 33710.24 16778033 180 176 200000 20061101 2095.8 199780.13 16778009 180 175 89700 20061001 1001.04 89598.07 16778010 180 176 50800 20061101 668.02 50450.3 16778017 180 175 70690 20061001 768.19 70602.62 16828120 180 175 62000 20061001 602.19 61893.32 16828124 180 176 44250 20061101 455.17 44198.56 16828128 180 175 79000 20061001 986.59 78248.12 16828119 360 355 70800 20061001 797.05 70721.79 16828121 180 176 42450 20061101 453.06 42382.7 16828122 180 177 23000 20061201 241.02 22981.12 16828123 180 177 29985 20061201 285.56 29952.61 16828125 180 175 24967 20061001 261.63 24931.75 16828126 180 175 26500 20061001 290.56 26468.14 16828127 180 175 34600 20061001 352.58 34548.07 16789134 180 175 27700 20061001 320.01 27671.87 16789169 180 178 36000 20070101 408.81 35984.8 16789170 240 236 194000 20061101 2323.96 194000 16789171 240 236 81200 20061101 783.33 80000 16789135 180 177 32000 20061201 369.68 31980.72 16789136 180 176 38700 20061101 466.21 38672.92 16789137 180 176 150000 20061101 1400.22 149771.06 16789138 180 176 134000 20061101 1561.25 133894.88 16789140 180 173 70980 20060801 778.25 70859.32 16789141 360 356 39000 20061101 462.1 38971.1 16789143 180 178 27750 20070101 334.3 27740.4 16789144 180 175 35600 20061001 389.64 35556.98 16789145 180 175 72600 20061001 670.75 72513.86 16789146 180 178 180000 20070101 1851.5 179896.49 16789147 180 177 117000 20061201 1226.04 116904.03 16789148 180 177 112500 20061201 895.1 112309.38 16789149 180 177 70000 20061201 715.99 69938.3 16789150 180 177 240000 20061201 1996.2 239633.55 16789151 180 178 77500 20070101 661.98 77500 16789152 180 177 41000 20061201 286.68 40908.14 16789153 180 177 64500 20061201 604.69 64500 16789154 180 178 49400 20070101 508.13 49371.6 16789155 180 178 100000 20070101 690.68 99847.34 16789156 180 178 160000 20070101 1633.33 160000 16789157 180 178 67990 20070101 679.9 67990 16789158 180 178 90000 20070101 646.87 89999.88 16789159 180 177 76000 20061201 702.31 75911.04 16789160 180 178 115000 20070101 1173.96 115000 16789161 180 175 55000 20061001 540.47 54908.43 16789162 180 177 27200 20061201 314.23 27183.62 16789163 180 176 52000 20061101 605.86 51959.05 16789164 180 176 30800 20061101 361.9 30776.5 16789167 180 178 32600 20070101 335.33 32581.25 16789168 180 178 31200 20070101 332.98 31183.96 16633376 180 175 91000 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357 36000 20061201 368.92 35937.04 16768779 360 357 47000 20061201 508.92 46965.12 16768780 360 356 33400 20061101 374.7 33370.32 16768781 360 357 29200 20061201 267.11 29164.87 16768725 360 353 43819 20060801 467.67 43737.94 16768727 180 173 181800 20060801 1800.35 181381.43 16768728 360 356 99982 20061101 995.84 99854.45 16768729 360 356 71991 20061101 793.56 71598.38 16712870 360 357 47000 20061201 468.04 47000 16712871 360 356 26000 20061101 263.95 25968.58 16712872 360 357 60000 20061201 597.5 60000 16712873 360 356 184600 20061101 1915.23 184600 16712874 360 356 36000 20061101 365.46 35956.52 16712875 360 356 64000 20061101 625.26 63913.75 16712876 360 356 43400 20061101 436.43 43346.1 16768730 360 357 16200 20061201 146.98 16180.09 16712877 360 357 36200 20061201 367.49 36167.37 16768731 360 356 28298 20061101 245.73 28245.92 16712878 360 356 22000 20061101 252 21981.7 16768732 360 356 27291 20061101 236.99 27240.75 16712879 360 357 26000 20061201 281.53 25980.71 16768733 360 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357 111000 20061201 1156.25 111000 16768709 360 357 60900 20061201 634.36 60898.75 16712850 360 356 110000 20061101 955.19 109797.59 16712851 360 356 34350 20061101 298.28 34286.78 16712852 360 357 25000 20061201 217.09 24965.64 16712853 360 356 25850 20061101 224.47 25802.43 16712854 360 356 29200 20061101 253.56 29133.48 16712855 360 357 38200 20061201 331.71 38110.47 16712856 360 357 44700 20061201 388.16 44537.73 16768710 360 357 192000 20061201 2000 192000 16712857 360 357 21350 20061201 185.4 21320.63 16768711 360 357 47850 20061201 499.57 47810.32 16712858 360 357 41000 20061201 356.03 40943.64 16768712 360 357 32700 20061201 318.83 32700 16712859 360 357 27300 20061201 236.56 27262.28 16768713 360 357 88000 20061201 901.8 87922.83 16768771 360 357 97000 20061201 1030.63 97000 16768772 360 356 58000 20061101 680.35 57955.5 16768773 360 356 30816 20061101 267.6 30759.26 16768774 360 356 43803 20061101 380.37 43682.16 16712830 360 354 26100 20060901 226.64 26027.38 16712831 360 356 29900 20061101 259.09 29844.68 16712832 360 355 22200 20061001 250.8 22175.72 16712833 360 356 22750 20061101 197.55 22708.14 16712834 360 357 25950 20061201 225.34 25914.33 16712836 360 356 67000 20061101 758.22 66942.08 16712837 360 356 44000 20061101 382.08 43919.02 16712838 360 356 20050 20061101 174.11 20013.08 16712839 360 356 117650 20061101 1342.96 117551.15 16712840 360 356 29950 20061101 260.08 29894.85 16712841 360 356 70150 20061101 607.86 69989.34 16712842 360 357 250000 20061201 2170.88 249656.42 16712843 360 356 23050 20061101 200.16 23007.57 16712844 360 356 22000 20061101 219.13 21971.91 16712845 360 356 20250 20061101 175.85 20212.7 16712846 360 357 40400 20061201 350.82 40344.46 16768700 360 357 63000 20061201 647.06 63000 16712847 360 357 28276 20061201 245.54 28181.76 16768701 360 357 117000 20061201 1248.7 109762.62 16712848 360 357 33600 20061201 334.67 33567.99 16768702 360 357 99400 20061201 958.8 99400 16712849 360 356 52010 20061101 451.63 51914.3 16768703 360 357 84000 20061201 875 84000 16768704 360 357 28750 20061201 297.39 28620.79 16768705 360 357 50000 20061201 572.71 49969.03 16768706 360 357 133000 20061201 1296.75 133000 16712829 360 356 31350 20061101 272.23 31292.31 16712825 360 357 32000 20061201 255.19 31946.03 16712827 360 356 75150 20061101 610.09 74742.03 16712828 360 356 34800 20061101 356.62 34759.12 16712891 360 357 84750 20061201 843.97 84750 16712892 360 356 25500 20061101 261.91 25500 16712893 360 357 53000 20061201 527.89 52949.54 16712894 360 356 39750 20061101 403.53 39701.52 16712895 360 356 48000 20061101 487.28 47942.03 16712896 360 356 35600 20061101 368.25 35559.29 16768750 360 356 25750 20061101 227.41 25680.99 16712897 360 357 112000 20061201 1136.99 111899.05 16712898 360 357 40000 20061201 421.48 39967.72 16712899 360 356 49000 20061101 561.26 48959.28 16768753 360 357 44000 20061201 483.3 43968.77 16768754 360 356 27080 20061101 310.18 27057.5 16768755 360 356 29800 20061101 337.24 29774.22 16768756 360 356 39747 20061101 395.89 39696.28 16768757 360 356 47658 20061101 488.39 47600.76 16768758 360 356 28916 20061101 251.1 28813.46 16768759 360 356 67600 20061101 641.22 67501.18 16768760 360 356 42198 20061101 456.93 42149.74 16768761 360 356 51850 20061101 537.34 51791.04 16768762 360 356 75800 20061101 806.05 75720.28 16768763 360 356 14000 20061101 157.06 13986.61 16768764 360 356 68564 20061101 729.1 68491.89 16768765 360 356 31664 20061101 324.49 31626.77 16768766 360 356 29275 20061101 300.01 29240.57 16768767 360 356 23474 20061101 203.84 23430.8 16712820 360 356 32000 20061101 366.54 31973.4 16712821 360 357 42000 20061201 479.5 42000 16712822 360 357 38000 20061201 385.77 37965.73 16712824 360 357 28000 20061201 314.12 27980.54 16768768 360 356 30740 20061101 266.94 30683.4 16768769 360 356 31882 20061101 276.85 31809.37 16768770 360 356 68200 20061101 623.86 68074.49 16712800 360 356 50950 20061101 527.03 50888.74 16712802 360 356 41000 20061101 358.3 40925.72 16712803 360 357 34200 20061201 312.08 34200 16712804 360 357 93650 20061201 879.49 93544.99 16712805 360 357 80750 20061201 788.9 80668.78 16712806 360 357 39000 20061201 358.94 38588.6 16712807 360 357 83000 20061201 843.83 83000 16712808 360 357 43400 20061201 441.23 43400 16712809 360 356 49000 20061101 511.58 48945.52 16712810 360 356 35600 20061101 351.19 35553.3 16712811 360 356 35600 20061101 314.4 35537.18 16712812 360 356 53000 20061101 568.74 52945.78 16712813 360 357 114000 20061201 1190.2 113905.44 16712814 360 357 49000 20061201 498.17 49000 16712815 360 356 30000 20061101 338.91 29973.93 16712816 360 356 124250 20061101 1249.44 124095.76 16712818 360 357 36000 20061201 322.6 35954.31 16712819 360 357 71650 20061201 741.15 71588.88 16768693 360 357 48000 20061201 382.78 47919.06 16768694 360 357 43000 20061201 407.88 42953.06 16768695 360 357 45000 20061201 465.48 44961.62 16768696 360 356 41200 20061101 418.25 41143.42 16768697 360 357 31600 20061201 274.4 31526.08 16768698 360 356 43275 20061101 435.17 43221.26 16768699 360 357 17000 20061201 146.69 16976.23 16768734 360 356 25130 20061101 217.76 25083.5 16768735 360 356 35890 20061101 311.66 35823.93 16768736 360 356 25219 20061101 218.99 25172.6 16768737 360 356 28352 20061101 246.2 28299.81 16768738 360 356 45000 20061101 508.37 44960.88 16768739 360 356 38563 20061101 334.87 38492.02 16712880 360 357 75000 20061201 725.6 74922.48 16712881 360 357 48600 20061201 493.37 48549.5 16712882 360 357 145000 20061201 1458.09 144865.68 16712883 360 357 43000 20061201 420.1 42956.73 16712884 360 357 20400 20061201 230.46 20386.77 16712885 360 357 33500 20061201 337.09 33500 16712886 360 357 90000 20061201 939.64 89925.33 16768740 360 356 66700 20061101 657.99 66612.52 16712887 360 356 240000 20061101 2387.91 239790 16768741 360 356 10000 20061101 81.19 9978.32 16712888 360 356 98200 20061101 1086.29 98108.7 16768742 360 356 20000 20061101 195.4 19973.02 16712889 360 356 54000 20061101 510.18 53920.2 16768743 360 357 22580 20061201 206.55 22552.85 16768657 360 357 52600 20061201 518.89 52548.52 16768658 360 357 23950 20061201 270.57 23929.93 16768744 360 356 40000 20061101 417.62 39935.15 16768745 360 356 30390 20061101 302.69 30351.23 16768746 360 357 21750 20061201 227.08 21731.95 16768747 360 356 49478 20061101 423.28 49383.54 16768748 360 357 38200 20061201 402.52 38147.76 16768749 360 356 56000 20061101 639.23 55952.97 16768659 360 357 38300 20061201 361.46 38300 16768660 360 357 16000 20061201 157.23 15984.16 16768661 360 357 58500 20061201 571.53 58441.14 16768662 360 357 27200 20061201 268.33 27173.35 16768663 360 357 34350 20061201 348.71 34319.04 16768664 360 357 51200 20061201 539.5 51158.69 16768665 360 357 59250 20061201 601.49 59196.59 16768666 360 357 42950 20061201 473.44 42919.86 16768667 360 357 61000 20061201 619.25 60945.02 16768668 180 177 50250 20061201 484.7 50250 16768669 360 357 87000 20061201 849.96 86912.48 16768670 360 357 31400 20061201 345.39 31399.4 16768671 360 357 51200 20061201 509.87 51200 16768672 360 357 77400 20061201 778.32 77328.3 16768673 360 357 64000 20061201 637.46 63939.03 16768675 360 357 81000 20061201 822.29 80926.98 16768676 360 357 151000 20061201 1708.81 150900.28 16768677 360 357 88500 20061201 992.85 88441.31 16768678 360 357 110000 20061201 1244.83 109929.11 16768679 360 357 70450 20061201 728.73 70389.64 16768680 360 357 40000 20061201 353.25 39947.31 16768681 360 357 23300 20061201 247.77 23281.71 16768682 360 356 34000 20061101 311.02 33945.2 16768683 360 357 22950 20061201 261.97 22935.62 16768684 360 357 35800 20061201 327.48 35756.94 16768685 360 357 20250 20061201 185.24 20225.64 16768686 360 356 34440 20061101 279.6 34365.44 16768687 360 356 79400 20061101 644.6 79228.12 16768688 360 356 27600 20061101 277.54 27503.96 16768689 360 357 15700 20061201 125.2 15673.53 16768690 360 357 26300 20061201 209.73 26255.66 16768691 360 357 20000 20061201 208.81 19983.4 16768692 360 357 24780 20061201 197.61 24738.22 16712992 360 357 28200 20061201 316.37 28094.96 16712993 360 356 27750 20061101 292.41 27719.97 16712994 360 356 27200 20061101 248.81 27156.19 16712995 360 356 32600 20061101 341.62 32600 16712996 360 356 26000 20061101 258.92 26000 16768850 360 357 20000 20061201 214.23 19984.65 16712997 360 356 20000 20061101 224.38 19982.18 16768851 360 357 54400 20061201 583.76 54358.49 16712998 180 176 34600 20061101 353 34233.39 16768852 360 357 30050 20061201 296.44 30020.58 16712999 360 356 31550 20061101 256.14 31382.1 16768853 360 357 55000 20061201 600.9 54960.31 16768854 180 177 28800 20061201 335.53 28616.07 16768855 360 357 38000 20061201 347.61 37954.27 16768856 360 357 41000 20061201 377.35 40951.46 16768857 360 357 50350 20061201 535.42 50310.48 16768858 360 357 42400 20061201 475.67 42371.88 16768859 360 357 34600 20061201 361.24 34570.53 16768860 360 357 26150 20061201 226.6 26113.85 16768861 360 357 30000 20061201 330.69 29838.09 16768862 360 357 83000 20061201 708.96 83000 16768863 360 357 20000 20061201 197.3 19980.41 16768864 360 357 42750 20061201 383.09 42661.49 16768865 360 357 31050 20061201 278.24 31008.83 16689741 360 356 40000 20061101 398.41 39948.96 16689753 360 356 29791 20061101 258.69 29694.54 16712933 360 357 122000 20061201 1215.15 121883.81 16712934 360 357 47250 20061201 461.62 47202.45 16712936 360 355 21000 20061001 231.08 20975 16712937 360 357 34000 20061201 354.98 33971.78 16712938 360 356 26500 20061101 301.46 26477.45 16712939 360 356 100000 20061101 1092.54 99903.31 16712940 360 357 57400 20061201 632.72 57359.73 16712941 360 356 37000 20061101 409.3 36944.88 16712942 360 356 53000 20061101 599.78 52954.21 16712943 360 356 51950 20061101 527.38 51018.39 16712944 360 356 54000 20061101 616.4 53954.65 16712945 360 356 76000 20061101 720.9 75888.89 16768800 360 357 26000 20061201 207.34 25956.16 16712947 360 356 84200 20061101 879.08 84106.39 16768801 360 357 20000 20061201 218.51 19985.57 16712948 360 356 40400 20061101 469.12 40362.84 16768802 360 357 33250 20061201 324.84 33199.24 16712949 360 356 59700 20061101 675.61 59648.39 16768838 360 357 46500 20061201 370.81 46421.62 16768839 360 357 51500 20061201 527.75 51453.29 16712980 360 357 77600 20061201 847.81 77544.02 16712981 360 356 56000 20061101 600.93 55942.73 16712982 360 355 27600 20061001 305.32 27567.7 16712983 360 356 30550 20061101 327.83 30518.75 16712984 360 356 33000 20061101 359.49 32993.62 16712985 360 355 54050 20061001 548.7 53967.99 16712986 360 356 12490 20061101 119.89 12472.32 16712987 360 356 28000 20061101 319.62 27976.46 16768841 360 357 39450 20061201 392.93 39412.44 16712988 360 356 20000 20061101 182.95 19967.78 16768842 360 357 60000 20061201 603.35 59944.41 16712989 360 357 39100 20061201 370.89 39057.31 16768803 360 357 49500 20061201 422.81 49500 16768804 360 357 47400 20061201 404.88 47400 16768805 360 357 10000 20061201 95.99 9934.42 16768806 360 357 26600 20061201 270.04 26576 16768807 360 357 44050 20061201 504.56 44022.7 16768808 360 357 131900 20061201 1402.6 131796.52 16768809 360 357 73800 20061201 735.07 73729.7 16712950 360 357 96000 20061201 974.56 95913.47 16712951 360 357 28200 20061201 272.83 28170.84 16712952 360 356 28800 20061101 329.88 28776.08 16712953 360 356 48000 20061101 547.92 47959.65 16712954 360 357 69000 20061201 733.74 68945.85 16712955 360 356 170000 20061101 1940.52 169857.21 16712956 360 356 28000 20061101 303.19 27972.13 16768810 360 357 89400 20061201 1009.95 89342.06 16712957 360 356 44000 20061101 442.46 43945.37 16768811 360 357 42200 20061201 424.36 42160.89 16712958 360 357 124000 20061201 1164.52 123860.94 16712959 360 356 32700 20061101 300.96 32648.04 16768813 360 357 28400 20061201 325.3 28306.86 16768814 360 357 20000 20061201 182.95 19975.89 16768815 360 357 38250 20061201 326.72 38250 16768816 360 357 26400 20061201 210.53 26355.48 16768817 360 357 42000 20061201 434.45 41964.18 16768818 360 357 24000 20061201 244 24000 16768819 180 177 32980 20061201 428.19 32784.51 16712960 360 357 110000 20061201 1148.44 109908.76 16712961 360 357 29700 20061201 324.49 29678.56 16712962 360 356 39000 20061101 422.3 38961.19 16712963 360 356 33100 20061101 336.02 33043.06 16712965 360 357 57400 20061201 604.83 57353.68 16712966 360 356 52500 20061101 630 52500 16768820 360 357 75400 20061201 787.21 75337.44 16712967 360 357 130000 20061201 1489.04 129919.48 16712968 360 356 73000 20061101 741.07 72843.31 16768822 360 357 79400 20061201 678.21 79400 16712969 360 357 52400 20061201 543.65 52400 16768823 360 357 33500 20061201 329.42 33500 16768824 360 357 40622 20061201 352.75 40566.15 16768825 360 357 21400 20061201 170.66 21363.91 16768826 360 357 30550 20061201 277.18 30512.44 16768827 360 357 62720 20061201 548.8 62720 16768828 360 357 20000 20061201 187.83 19977.56 16768829 360 357 70400 20061201 724.14 70338.95 16712970 360 356 25000 20061101 258.6 24971.42 16712971 360 356 130000 20061101 1332.2 129847.27 16712972 360 356 46100 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97100 20061101 939.41 96965.57 16712900 360 357 56000 20061201 681.3 55971.77 16712901 360 356 53900 20061101 594.14 53849.31 16712902 360 356 54000 20061101 644.11 53960.88 16712903 360 356 23600 20061101 235.02 23600 16768794 360 357 76250 20061201 781.39 76183.13 16768795 360 357 99600 20061201 1144.76 99538.98 16768796 360 357 54850 20061201 546.32 54797.76 16768797 360 357 95000 20061201 964.41 94914.38 16768798 360 357 31800 20061201 364.25 31780.28 16768799 360 357 20000 20061201 184.08 19976.3 16713100 360 356 54000 20061101 553.38 53936.54 16713101 360 356 85779 20061101 879.04 85678.22 16713102 360 355 58000 20061001 656.37 57936.97 16713103 360 356 68797 20061101 718.27 68688.45 16713104 360 355 40559 20061001 352.2 40465.31 16713105 360 355 44936 20061001 495.33 44882.88 16713106 360 356 37100 20061101 361.73 37100 16713107 360 356 24351 20061101 280.36 24331.11 16713108 360 355 39000 20061001 339.63 39000 16713109 360 356 27370 20061101 237.67 27319.63 16713110 360 355 34676 20061001 389.02 34637.24 16713112 360 356 29300 20061101 297.45 28950.84 16713113 360 356 21790 20061101 225.4 21765.07 16713114 360 355 110000 20061001 1173.99 109856.25 16713115 360 355 25404 20061001 250.61 25362.15 16713116 360 356 92000 20061101 981.88 91904.33 16713117 360 355 95000 20061001 1023.12 94879.29 16713118 360 355 86250 20061001 967.6 86153.65 16713119 360 356 53200 20061101 545.18 53076.75 16713120 360 356 47000 20061101 428.18 46923.45 16713121 360 356 53200 20061101 607.27 53155.31 16712745 360 357 127000 20061201 1301.46 126888.64 16768600 360 357 33600 20061201 383.6 33600 16712746 360 356 39400 20061101 430.46 39361.91 16768601 360 357 30000 20061201 298.24 29971.26 16712747 360 356 39700 20061101 422.17 39658.22 16768602 360 357 50000 20061201 576.65 49969.71 16712748 360 357 46000 20061201 462.57 45957.37 16768603 360 357 65000 20061201 660.83 65000 16768604 360 357 22150 20061201 200.97 22122.76 16768605 360 357 117000 20061201 1198.98 116897.42 16768606 360 357 16800 20061201 133.97 16705.16 16768607 360 357 32036 20061201 278.19 31991.96 16768608 360 357 60000 20061201 635 60000 16768609 360 357 24300 20061201 211.01 24266.61 16712750 360 357 85000 20061201 688.53 84861.81 16712751 360 356 23000 20061101 258.03 22979.54 16712752 360 355 48200 20061001 493.94 48128.85 16712753 360 356 52700 20061101 519.88 52630.88 16712754 360 356 39150 20061101 401.2 39104 16712755 360 355 49600 20061001 544.81 49540.69 16768610 360 357 40600 20061201 351.81 40543.89 16712756 360 356 42400 20061101 422.32 42345.86 16768611 360 357 22000 20061201 190.64 21969.58 16712757 360 355 51200 20061001 578.41 51144.06 16768612 360 357 10000 20061201 103.64 9991.49 16712758 360 356 47240 20061101 470.52 47179.74 16768613 360 357 31000 20061201 268.62 30957.16 16712759 360 356 44667 20061101 501.1 44627.3 16768614 360 357 27600 20061201 239.16 27561.86 16768615 360 357 40450 20061201 350.51 40394.12 16768616 360 357 20050 20061201 173.74 20022.29 16712725 360 354 71600 20060901 754.45 71482.68 16712727 360 356 29000 20061101 272.35 28956.43 16712728 360 356 95000 20061101 982.67 94891.45 16712729 360 356 20000 20061101 191.6 19788.75 16712730 360 356 25200 20061101 251 25167.83 16712731 360 356 44000 20061101 446.68 43946.82 16712732 360 356 34200 20061101 350.47 34159.83 16712733 360 356 42800 20061101 463.44 42757.44 16712734 360 356 43800 20061101 417.93 43800 16712735 360 356 31000 20061101 335.67 30969.16 16712736 360 356 20000 20061101 197.3 19973.76 16712737 360 356 20000 20061101 216.57 19877.94 16712738 360 356 31400 20061101 303.79 31323.33 16712739 360 356 43400 20061101 409.59 43400 16712740 360 356 26300 20061101 300.21 26277.91 16712741 360 356 20000 20061101 197.3 19897.37 16712742 360 356 28800 20061101 286.86 28650.27 16712743 360 357 24000 20061201 208.32 23966.97 16712744 360 356 20000 20061101 181.46 19967.06 16689800 360 356 41600 20061101 418.33 41548.33 16768585 360 357 29200 20061201 299.24 29071.6 16768586 360 356 67000 20061101 712.47 66929.54 16768587 360 357 210000 20061201 2051.62 209788.79 16768588 360 357 26250 20061201 251.98 26222.24 16768589 360 357 49400 20061201 501.49 49354.97 16642662 360 354 56250 20060901 571.03 56147.11 16768590 360 357 36800 20061201 381.6 36780.91 16768591 360 357 52350 20061201 536.47 52304.1 16768592 360 357 72750 20061201 766.57 72691.29 16768593 360 357 43000 20061201 469.8 42968.95 16768594 360 357 71700 20061201 734.76 71637.14 16768595 360 357 35400 20061201 374.65 35400 16768596 360 357 53400 20061201 542.1 53292.82 16768597 360 357 33600 20061201 363.83 33574.7 16768598 360 357 75600 20061201 811.25 75533.49 16768599 360 357 10000 20061201 104.41 9991.69 16768561 360 357 22800 20061201 214.55 22774.57 16768562 360 357 25800 20061201 252.06 25774.04 16768563 360 356 52750 20061101 540.57 52688.01 16768564 360 355 26200 20061001 286.25 26167.39 16768565 360 356 23284 20061101 236.38 23255.85 16768566 360 356 39950 20061101 405.56 39901.75 16768567 360 356 37780 20061101 372.7 37730.43 16768568 360 357 26800 20061201 295.42 26781.19 16768569 360 356 66550 20061101 669.21 66467.36 16642640 360 355 38800 20061001 435.28 38756.66 16768571 360 357 31000 20061201 311.73 30971.28 16768572 360 357 33200 20061201 380.28 33179.43 16768573 360 357 20000 20061201 216.57 19985.13 16768574 360 357 23200 20061201 201.03 8044.82 16768578 360 357 94450 20061201 940.74 94360.06 16768580 360 357 49350 20061201 534.37 49313.37 16768582 360 356 46050 20061101 471.91 45995.88 16768583 360 357 20000 20061201 187.83 19977.56 16768584 360 357 28400 20061201 321.4 28374.35 16768558 360 357 37300 20061201 375.09 37263.58 16768559 360 357 30300 20061201 304.7 30271.9 16768560 360 357 38800 20061201 386.46 38763.04 16713082 360 356 51700 20061101 524.84 51633.49 16713083 360 356 40628 20061101 352.8 40553.21 16713084 360 356 45607 20061101 396.03 45523.09 16713085 360 357 27000 20061201 263.78 26972.84 16713086 360 355 48800 20061001 490.73 48723.88 16713088 360 355 42056 20061001 414.88 41986.58 16713090 360 356 24580 20061101 261.38 24554.15 16713091 360 356 28400 20061101 299.25 28369.3 16713092 360 354 59068 20060901 534.81 58920.12 16713093 360 355 30950 20061001 268.76 30847.01 16713094 360 355 33580 20061001 277.48 33492.48 16713095 360 356 40227 20061101 408.37 40178.43 16713096 360 356 28996 20061101 299.94 28962.83 16713097 360 355 80000 20061001 850.71 79894.29 16713098 360 355 49984 20061001 512.22 49910.23 16713099 360 355 39115 20061001 432.69 39069.3 16713070 360 353 57779 20060801 533.94 57617.24 16713071 360 354 33614 20060901 318.22 33539.16 16713072 360 355 20658 20061001 179.39 20610.26 16713073 360 355 89576 20061001 952.54 89457.62 16713074 360 356 40134 20061101 462.86 40101.42 16713075 360 354 28000 20060901 243.14 27920.2 16713076 360 354 26350 20060901 286.35 26310.67 16713077 360 354 29784 20060901 258.63 29701.12 16713078 360 356 86350 20061101 751.62 86310 16713079 360 356 31000 20061101 342.93 30971.15 16713080 360 355 28123 20061001 238.02 28047.8 16713000 360 357 19600 20061201 156.3 19566.96 16713001 360 356 24100 20061101 192.19 24045.6 16713002 360 357 26800 20061201 213.72 26754.81 16713003 360 357 79000 20061201 629.98 78866.83 16713004 360 357 25000 20061201 259.38 25000 16713005 360 357 12500 20061201 130.51 12489.61 16713006 360 354 25200 20060901 231.93 25139.47 16713007 360 355 19800 20061001 185.61 19798.26 16713008 360 354 63000 20060901 684.62 62906.07 16713009 360 357 44400 20061201 397.87 44343.66 16713010 360 356 47700 20061101 521.15 47653.84 16713011 360 356 34400 20061101 370.48 34335.38 16713012 360 355 32787 20061001 358.22 32747.11 16713013 360 356 47925 20061101 556.49 47886.97 16713014 360 356 31000 20061101 323.66 30965.5 16713016 360 356 36050 20061101 372.9 36008.79 16713017 360 356 41200 20061101 414.3 41148.86 16713018 360 356 27400 20061101 286.07 27327.03 16713019 360 356 26300 20061101 228.38 26251.6 16406359 360 353 29985 20060801 289.53 29910.91 16713020 360 357 55000 20061201 490.82 54875.98 16713021 360 356 67200 20061101 675.75 67116.59 16713022 360 356 36550 20061101 317.39 36482.72 16713023 360 356 43750 20061101 370.28 43664.22 16713024 360 357 34500 20061201 337.71 34465.48 16713025 360 357 35400 20061201 362.77 35368.95 16713026 360 356 22100 20061101 218.02 22070.98 16713027 360 357 75000 20061201 781.25 75000 16713029 360 357 67000 20061201 697.92 67000 16713030 360 357 53800 20061201 485.19 53785.32 16713031 360 357 48000 20061201 512.29 47962.03 16713032 360 356 138000 20061101 1309 137798.27 16713033 360 357 24850 20061201 254.66 24828.19 16713034 360 356 120000 20061101 1280.71 119855.54 16713035 360 356 101850 20061101 1087.01 101744.07 16713036 360 356 70000 20061101 640.32 69887.25 16713037 360 357 137950 20061201 1707.13 137950 16713038 360 356 245000 20061101 2388.75 245000 16713040 360 356 47000 20061101 508.92 46953.17 16713041 360 356 39400 20061101 459.06 39369.06 16713042 360 357 149000 20061201 1512.6 148865.69 16713043 360 357 36600 20061201 427.88 36578.82 16713044 360 357 80250 20061201 782.44 80250 16713046 360 357 112000 20061201 1115.54 111893.35 16713047 360 357 107250 20061201 1117.19 107250 16713048 360 357 50000 20061201 520.83 50000 16713049 360 357 76000 20061201 811.12 75941.03 16713050 360 354 25500 20060901 273.64 25460.45 16713052 360 356 21000 20061101 203.17 20970.92 16713053 360 356 43400 20061101 397 43330.09 16713054 360 355 35985 20061001 365.31 35930.39 16713055 360 356 54700 20061101 500.37 54611.87 16713056 360 357 23600 20061201 215.88 23486.01 16713057 360 356 21000 20061101 197.22 20968.46 16713058 360 356 89200 20061101 852.85 89072.38 16713059 360 356 23850 20061101 208.69 23850 16713060 360 354 66980 20060901 712.26 66873.23 16713061 360 356 28600 20061101 330.97 28577.03 16713062 360 356 146000 20061101 1499.54 146000 16713063 360 351 38280 20060601 412.31 38280 16713064 360 352 58933 20060701 535.79 58736.63 16713065 360 355 52092 20061001 538.84 52017.2 16713067 360 352 10800 20060701 119.9 10779.64 16713068 360 352 91000 20060701 930.79 90640.75 16713069 360 354 13400 20060901 138.36 13376.6 16713149 360 356 39000 20061101 437.53 38965.32 16713150 360 357 31000 20061201 314.71 30972.04 16713151 360 357 90000 20061201 965.78 89896.39 16713152 360 354 34980 20060901 339.75 34907.45 16712990 360 356 54000 20061101 553.38 53936.54 16712991 360 356 37000 20061101 382.73 36957.69 16713123 360 356 29000 20061101 261.6 29000 16713124 360 356 24000 20061101 239.05 23969.36 16713125 360 356 65000 20061101 710.15 64937.16 16713126 360 356 31476 20061101 301.54 31431.21 16713127 360 356 28886 20061101 250.84 28832.82 16713128 360 356 48800 20061101 551.3 48757.57 16713129 360 356 85650 20061101 853.09 85540.74 16713130 360 356 27300 20061101 312.7 27277.32 16713131 360 356 51695 20061101 549.72 51640.63 16713132 360 356 74635 20061101 796.55 74556.47 16713133 360 356 28951 20061101 251.4 28897.72 16713134 360 356 20000 20061101 173.67 19963.2 16713135 360 356 33000 20061101 347.72 32962.03 16713136 360 356 28156 20061101 322.51 28132.58 16713137 360 356 54791 20061101 618.98 54743.37 16713138 360 356 19900 20061101 209.69 19878.47 16713139 360 356 37300 20061101 400.99 37262.04 16713140 360 356 53945 20061101 558.01 53883.32 16713141 360 356 56600 20061101 580.02 56533.5 16713143 360 356 28400 20061101 246.62 28347.71 16713144 360 357 12600 20061201 131.55 12589.54 16713145 360 356 30200 20061101 303.69 30162.5 16713146 360 356 37450 20061101 380.18 37404.78 16713147 360 356 85000 20061101 928.66 84917.8 16713148 360 356 18408 20061101 162.23 18375.34 16768654 360 357 65000 20061201 674.38 65000 16768655 360 357 59600 20061201 605.93 59600 16768656 360 357 56250 20061201 549.55 56193.39 16642453 360 355 21100 20061001 243.35 21078.44 16768846 360 357 37550 20061201 400.76 37520.86 16768847 360 357 35300 20061201 344.87 35264.48 16768848 360 357 32500 20061201 284.02 32034.78 16768849 360 357 63000 20061201 645.61 62944.74 16768843 360 357 140000 20061201 1434.68 139877.25 16768844 360 357 36800 20061201 384.21 36737.39 16768845 360 357 58150 20061201 584.75 58096.11 16713196 360 357 20000 20061201 214.62 19984.73 16713197 360 357 84000 20061201 710.92 83877.02 16713198 360 357 73950 20061201 810.82 73897.25 16713199 360 357 44800 20061201 433.43 44753.68 16713182 360 357 15000 20061201 171.23 14990.57 16713183 360 356 36800 20061101 370.06 36749.21 16713184 360 356 45450 20061101 415.75 45376.8 16713185 360 357 92000 20061201 801.17 92000 16713186 360 357 57750 20061201 564.2 57663.43 16713187 360 356 69000 20061101 727.06 68925.38 16713188 360 357 37000 20061201 365 36963.78 16713189 360 356 36600 20061101 350.63 36547.92 16713190 360 356 28800 20061101 334.42 28777.14 16713191 360 356 41800 20061101 444.5 41756.02 16713193 360 357 84000 20061201 929.21 83941.74 16713194 360 356 59600 20061101 612.14 59600 16713195 360 357 29200 20061201 274.23 29167.23 16713153 360 356 43600 20061101 463.64 43554.12 16713154 360 356 20000 20061101 238.75 20000 16713155 360 356 109800 20061101 1118.87 109668.83 16713156 360 356 30740 20061101 347.88 30713.41 16713157 360 357 44300 20061201 384.68 44239.12 16713158 360 357 22950 20061201 199.29 22918.45 16713159 360 357 31200 20061201 350.02 31179.31 16713160 360 357 37400 20061201 368.55 37400 16713161 360 355 44300 20061001 483.14 44245.82 16713162 360 357 26250 20061201 263.97 26225.67 16713163 360 356 57700 20061101 651.84 57649.84 16713164 360 356 52000 20061101 532.88 51938.9 16713165 360 357 30000 20061201 321.93 29974 16713166 360 357 92000 20061201 785.83 92000 16713167 360 356 20400 20061101 189.67 20368.17 16713168 360 357 32550 20061201 259.57 32495.12 16713169 360 357 29000 20061201 272.35 28967.47 16713170 360 356 46000 20061101 507.06 45893.12 16713171 360 357 18000 20061201 187.93 17985.06 16713172 360 357 53000 20061201 532.96 52950.89 16713173 360 357 25400 20061201 260.3 25377.7 16713174 360 357 34600 20061201 341.33 34566.11 16713175 360 357 37000 20061201 295.06 36937.61 16713176 360 356 55000 20061101 574.22 54855.41 16713177 360 357 35000 20061201 365.42 34970.95 16713178 360 357 51600 20061201 499.22 51546.65 16713179 360 356 31180 20061101 357.14 31154.1 16713180 360 357 35700 20061201 310.01 35650.91 16713181 360 357 14200 20061201 151 14188.87 16768652 360 357 74250 20061201 723.94 74250 16712798 360 353 44311 20060801 448.98 44215.42 16768653 360 357 37300 20061201 353.81 37259.29 16712799 360 356 54000 20061101 532.7 53928.28 16713200 360 357 18400 20061201 176.62 18380.56 16713201 360 357 23000 20061201 229.09 22978.07 16713202 360 356 69150 20061101 735.33 69077.29 16713203 360 356 24200 20061101 262.04 24175.93 16713204 360 356 27600 20061101 259.2 27558.54 16713205 360 357 48800 20061201 481.41 48735.98 16713206 360 357 26000 20061201 258.92 26000 16713207 360 357 23300 20061201 252.3 23282.69 16713209 360 357 22300 20061201 245.82 22284.33 16713210 360 356 32300 20061101 364.9 32271.91 16713211 360 357 23800 20061201 282 23786.86 16713212 360 357 34000 20061201 290.42 34000 16713213 360 357 47000 20061201 472.63 46956.44 16713214 360 357 15600 20061201 149.75 15577.9 16713215 360 357 20000 20061201 195.4 19979.86 16713216 360 356 139800 20061101 1326.07 139595.64 16713217 360 357 20500 20061201 183.71 20473.96 16713219 360 357 78600 20061201 874.09 78546.39 16713220 360 357 29050 20061201 310.04 29027.46 16713221 360 356 59400 20061101 654.77 59344.14 16713222 360 356 27500 20061101 314.99 27477.14 16713223 360 356 81700 20061101 860.88 81611.64 16713224 360 357 46550 20061201 486 46511.39 16713226 360 357 28750 20061201 291.86 28724.09 16713227 360 356 86200 20061101 933.38 86114.26 16713228 360 357 31950 20061201 315.18 31878.72 16713229 360 357 57000 20061201 622.75 56958.88 16713230 360 357 59950 20061201 666.68 59902.08 16713231 360 357 65700 20061201 701.19 65649.03 16713232 360 357 37300 20061201 334.25 37252.66 16713233 360 356 17270 20061101 180.31 17250.78 16713234 360 357 70400 20061201 630.86 70310.66 16713235 360 357 25400 20061201 233.77 25235.73 16713236 360 357 48100 20061201 488.3 48056.63 16713237 360 357 30850 20061201 307.28 30815.1 16713238 360 357 33000 20061201 263.16 32944.36 16713239 360 357 42800 20061201 434.49 42761.43 16713240 360 357 31500 20061201 353.39 31479.1 16713241 360 357 100000 20061201 995.83 100000 16713242 360 357 34900 20061201 354.3 34868.52 16713243 360 357 47100 20061201 422.07 47040.21 16713244 360 357 33300 20061201 322.17 33265.57 16713245 360 357 29100 20061201 252.69 29060.01 16713246 360 357 88000 20061201 901.8 87922.83 16713247 360 357 49443 20061201 511.44 49400.82 16713248 360 357 61900 20061201 616.54 61841.05 16713249 360 357 47550 20061201 496.44 47510.56 16713250 360 357 33000 20061201 295.72 32958.12 16713251 360 357 71200 20061201 798.76 71152.81 16713252 360 357 27600 20061201 274.91 27573.69 16713253 360 357 28500 20061201 243.44 28500 16713254 360 357 37000 20061201 368.53 36964.76 16713255 360 357 42500 20061201 383.22 42446.92 16713256 360 357 62000 20061201 617.54 61900.55 16713257 360 357 64000 20061201 625.26 63934.87 16713258 360 357 88400 20061201 917.15 88400 16713259 360 357 75000 20061201 690.27 74911.23 16713260 360 357 36400 20061201 369.52 36305.63 16768617 360 357 23200 20061201 201.03 23167.95 16768618 360 357 48200 20061201 417.66 48133.4 16768619 360 357 21300 20061201 184.57 21270.57 16712760 360 357 40050 20061201 372.36 40003.2 16712761 360 356 37630 20061101 414.8 37593.99 16712763 360 356 36000 20061101 362.01 35946.17 16712764 360 356 22600 20061101 225.11 22571.14 16712765 360 356 25950 20061101 263.44 25918.65 16768620 360 357 23000 20061201 199.3 22632.73 16712766 360 356 46100 20061101 499.18 46053.29 16768621 360 357 21500 20061201 212.1 21458.83 16712767 360 357 64000 20061201 643.58 63940.69 16768622 360 357 23100 20061201 245.65 23081.85 16712768 360 356 20000 20061101 210.74 19978.38 16712769 360 357 22500 20061201 234.91 22460.92 16768624 360 357 22750 20061201 197.14 22718.54 16768625 360 357 24000 20061201 207.97 23966.82 16768626 360 357 61500 20061201 612.56 61365.45 16768627 360 357 31800 20061201 329.55 31773.03 16768628 360 357 156150 20061201 1636.32 156150 16712770 360 357 23300 20061201 266.89 23285.55 16712771 360 356 24300 20061101 274.52 24278.87 16712772 360 357 32200 20061201 300.53 32200 16712774 360 356 65000 20061101 551.15 65000 16712775 360 356 43700 20061101 399.75 43629.58 16768630 360 357 75250 20061201 800.2 75190.95 16712776 360 357 105050 20061201 1086.63 104960.42 16768632 360 357 31500 20061201 255.16 31448.79 16712778 360 357 115300 20061201 1192.66 115201.66 16768633 360 357 60400 20061201 624.78 60348.46 16712779 360 356 25250 20061101 220.94 25249.82 16768634 360 357 55600 20061201 623.76 55563.12 16768635 360 357 113300 20061201 1151.88 113300 16768636 360 357 32000 20061201 331.01 31955.98 16768637 360 357 90000 20061201 1009.67 89940.33 16768638 360 357 52000 20061201 563.06 51960.46 16768639 360 357 60300 20061201 612.15 60245.64 16712780 360 356 77900 20061101 786.34 77804.33 16712781 360 357 96450 20061201 1091.49 96379.23 16712782 360 356 15800 20061101 151.67 15777.62 16712783 360 356 87100 20061101 929.59 86951.86 16712784 360 356 81500 20061101 890.42 81421.18 16712785 360 356 21150 20061101 183.66 21111.08 16768640 360 357 27800 20061201 263.7 27769.64 16712786 360 356 85050 20061101 907.71 84961.54 16768641 360 357 124000 20061201 1354.75 123910.55 16712787 360 356 65550 20061101 646.64 65464.04 16712788 360 356 80000 20061101 813.33 80000 16768643 360 357 37250 20061201 406.98 37223.1 16712789 360 356 35550 20061101 333.86 35496.6 16768644 360 357 26800 20061201 272.07 26775.82 16768645 180 177 22600 20061201 268.7 22460.64 16768646 360 357 67350 20061201 709.67 67295.33 16768647 360 357 30000 20061201 243.55 29951.49 16768648 360 356 33100 20061101 374.58 33071.4 16768649 360 356 46800 20061101 508.58 46753.96 16671073 360 355 37650 20061001 385.83 37594.4 16712790 360 356 33150 20061101 303.24 33096.59 16712791 360 356 20000 20061101 182.95 19967.78 16712792 360 356 21300 20061101 210.12 21271.19 16712793 360 357 65000 20061201 622.7 64930.96 16712795 360 357 94400 20061201 931.24 94307.6 16768650 360 357 30000 20061201 290.24 29968.99 16712796 360 356 22100 20061101 239.3 22077.31 16768651 360 357 64000 20061201 649.71 63942.31 16712797 360 356 98250 20061101 1016.29 98137.72 16729060 180 177 51000 20061201 524.59 50955.98 16729061 300 297 196000 20061201 1939.58 196000 16729062 300 297 38750 20061201 343.1 38750 16729063 300 297 109350 20061201 1150.45 109350 16729064 300 297 45000 20061201 492.19 45000 16729065 300 297 86250 20061201 772.65 86249.31 16729066 300 297 91000 20061201 947.87 90995.82 16729067 300 297 45000 20061201 454.69 45000 16729068 300 297 35000 20061201 301.74 34900 16729069 300 297 50250 20061201 471.09 50250 16729070 300 297 50250 20061201 518.2 50250 16729071 300 297 140200 20061201 1343.58 140200 16729072 300 297 62200 20061201 563.36 62163.69 16729073 300 297 83400 20061201 721.06 83400 16729074 300 297 87000 20061201 869.13 86913 16729075 300 297 117000 20061201 1072.5 117000 16729076 300 297 55000 20061201 601.56 55000 16729077 300 297 35225 20061201 300.88 35225 16729078 300 297 90750 20061201 803.52 90750 16729079 300 297 53000 20061201 535.52 53000 16729080 300 297 90000 20061201 778.13 90000 16729081 300 297 108750 20061201 1121.48 108749.48 16729082 300 297 130000 20061201 1232.29 130000 16729083 300 297 83000 20061201 734.9 83000 16729084 300 297 39000 20061201 410.31 39000 16729085 300 297 100500 20061201 952.66 100500 16729086 300 297 44500 20061201 440.36 44500 16729087 300 297 48000 20061201 404.62 47955 16729088 300 297 133500 20061201 1376.72 133500 16729089 300 297 47000 20061201 484.69 47000 16729058 300 297 46500 20061201 435.94 46500 16729059 300 297 43000 20061201 501.67 43000 16729043 300 297 21950 20061201 244.65 21950 16729044 300 297 180000 20061201 1875 180000 16729045 300 297 81600 20061201 756.43 81592.94 16729046 300 297 41000 20061201 414.26 40999.27 16729047 300 297 93750 20061201 986.33 93750 16729048 300 297 100000 20061201 1052.08 100000 16729049 300 297 325000 20061201 3080.73 325000 16729050 300 297 140000 20061201 1472.92 140000 16729051 300 297 63000 20061201 271.6 29970 16729052 300 297 149800 20061201 1576.02 149800 16729053 300 297 118000 20061201 1216.88 118000 16729054 300 297 25500 20061201 249.69 25500 16729055 300 297 90000 20061201 825 90000 16729056 300 297 390000 20061201 3453.13 390000 16729057 300 297 48900 20061201 509.38 48900 16729040 300 297 52050 20061201 444.59 52050 16729041 300 297 92550 20061201 964.06 92550 16729042 300 297 70000 20061201 634.38 70000 16729021 300 297 30000 20061201 312.5 30000 16729023 300 297 42500 20061201 332.03 42500 16729024 300 297 20200 20061201 212.52 20200 16729025 300 296 57000 20061101 593.75 57000 16729026 300 297 37500 20061201 339.84 37500 16729027 300 297 72000 20061201 682.5 72000 16729028 300 297 25500 20061201 255 25500 16729029 300 297 73500 20061201 597.19 73500 16729030 300 297 31200 20061201 292.5 31199.5 16729031 300 297 106000 20061201 1104.17 106000 16729032 300 297 31000 20061201 361.39 30976.51 16729033 300 296 27500 20061101 317.97 27500 16729034 300 297 108400 20061201 1106.58 108400 16729035 300 297 108000 20061201 990 108000 16729036 300 297 76500 20061201 804.84 76500 16729037 300 296 62000 20061101 594.17 62000 16729038 300 297 147000 20061201 1439.36 146998.75 16729039 300 297 139000 20061201 1621.67 139000 16613375 180 173 33600 20060801 267.34 33465.16 16769453 180 177 112000 20061201 1195.33 111913.12 16769454 180 177 62900 20061201 634.92 62842.37 16769455 180 177 32000 20061201 353.73 31930.22 16769456 180 177 37800 20061201 381.56 37746.09 16769457 180 177 18780 20061201 207.74 18766.99 16769459 180 177 27100 20061201 225.5 27054.13 16769460 180 177 21000 20061201 257.16 20989.65 16769461 180 177 34500 20061201 322.05 34457.71 16769462 180 177 22980 20061201 254.2 22964.06 16769450 180 177 46000 20061201 471.39 45959.68 16769451 180 177 115800 20061201 1326.39 115728.28 16769446 180 176 16840 20061101 183 16823.44 16769448 180 176 46580 20061101 417.4 46500.88 16769445 180 176 25200 20061101 283.69 25177.88 16769444 180 176 68400 20061101 770.03 68339.9 16769436 180 174 17600 20060901 215.52 17582.36 16769437 180 174 49980 20060901 447.87 49851.51 16769438 180 174 89000 20060901 967.16 88867.33 16769439 180 175 64000 20061001 549.86 63848.26 16769441 180 175 36800 20061001 450.64 36769.41 16769442 180 177 99000 20061201 999.32 98909.29 16769481 180 178 122000 20070101 1161.83 121912.6 16769482 180 177 29360 20061201 347.88 29238.31 16769484 180 177 54400 20061201 549.12 54350.16 16769485 180 177 60000 20061201 647.35 59954.98 16769486 180 178 24712 20070101 233.01 24623.18 16769487 180 177 68600 20061201 718.86 68543.72 16769488 180 177 68800 20061201 591.1 68702.92 16769489 180 177 29388 20061201 296.65 29361.06 16769490 180 177 83000 20061201 901.96 82939.11 16769491 180 178 53000 20070101 575.95 52974.22 16769492 180 178 26400 20070101 266.48 26383.96 16769463 180 177 93800 20061201 911.04 93704.12 16769464 180 177 15542 20061201 165.87 15529.95 16769465 180 177 27380 20061201 335.28 27349.56 16769466 180 176 91000 20061101 781.83 90828.1 16769467 180 177 22600 20061201 240.32 22582.28 16769468 180 178 70000 20070101 614.3 69937.81 16769469 180 177 38250 20061201 304.33 38185.2 16769470 180 177 69800 20061201 854.74 69765.62 16769471 180 177 26000 20061201 272.45 25978.68 16769472 180 177 28980 20061201 343.38 28963.98 16769473 180 177 68000 20061201 596.75 67909 16769474 180 177 82000 20061201 765.45 81906.57 16769475 180 178 70000 20070101 788.04 69957.5 16769476 180 177 51000 20061201 457.01 50935.3 16769477 180 178 50000 20070101 448.05 49957.88 16769478 180 177 78000 20061201 787.34 77928.54 16769479 180 177 33240 20061201 407.04 33223.63 LOAN_ID COMBO_LTV GRP NEGAM PREPAY PP_DESC LIEN BALLOON IO_PERIOD AMORT_TERM1 ------- --------- --- ----- ------ ------- ---- ------- --------- ----------- 16836541 95 1 N No NO 2 No 0 360 16836516 00 0 X Xx XX 0 Xx 0 360 16836527 100 1 N Yes 3YP 2 No 0 360 16836530 100 1 N Yes 3YP 2 No 0 360 16836533 000 0 X Xx XX 0 Xx 0 360 16836536 00 0 X Xx XX 0 Xx 0 360 16836514 100 1 N Yes 3YP 2 Yes 0 360 16836518 000 0 X Xx XX 0 Xx 0 360 16836519 100 1 N Yes 3YP 2 No 0 360 16836520 100 1 N Yes 3YP 2 No 0 360 16836521 000 0 X Xx XX 0 Xx 0 360 16836522 100 1 N Yes 3YP 2 No 0 360 16836523 100 1 N Yes 3YP 2 No 0 360 16836525 89.9 1 N No NO 2 Yes 0 360 16836526 100 1 N Yes 3YP 2 Yes 0 360 16836528 98.77 1 N No NO 2 No 0 360 16836529 100 2 N Yes 3YP 2 No 0 360 16836532 000 0 X Xx XX 0 Xx 0 360 16836534 000 0 X Xx XX 0 Xx 0 360 16836535 100 1 N Yes 3YP 2 No 0 360 16836537 100 1 N Yes 3YP 2 Yes 0 360 16836538 100 1 N Yes 3YP 2 No 0 360 16836539 100 1 N Yes 3YP 2 Yes 0 360 16836540 75 1 N Yes 3YP 2 Yes 0 360 16836542 95 1 N Yes 3YP 2 No 0 360 16836543 100 1 N Yes 3YP 2 Yes 0 360 16836544 95 1 N Yes 3YP 2 Yes 0 360 16836545 000 0 X Xx XX 0 Xx 0 360 16836546 000 0 X Xx XX 0 Xx 0 360 16836547 80 1 N Yes 3YP 2 No 0 360 16836548 100 2 N No NO 2 Yes 0 360 16836549 100 1 N Yes 3YP 2 Yes 0 360 16836550 90 1 N Yes 3YP 2 No 0 360 16836531 000 0 X Xx XX 0 Xx 0 360 16819878 100 1 N No NO 2 Yes 0 360 16819907 100 1 N No NO 2 Yes 0 360 16819926 100 1 N No NO 2 Yes 0 360 16819927 95 1 N No NO 2 Yes 0 360 16819937 94.98 1 N No NO 2 Yes 0 360 16819938 100 1 N No NO 2 Yes 0 360 16819965 95 1 N No NO 2 Yes 0 360 16819971 100 1 N No NO 2 Yes 0 360 16775937 100 1 N No NO 2 Yes 0 360 16775988 100 1 N No NO 2 Yes 0 360 16819978 95 1 N No NO 2 Yes 0 360 16820025 100 1 N No NO 2 Yes 0 360 16819925 95 1 N No NO 2 Yes 0 360 16819930 100 1 N No NO 2 Yes 0 360 16819939 100 1 N No NO 2 Yes 0 360 16775927 100 2 N No NO 2 Yes 0 360 16775935 95 1 N No NO 2 Yes 0 360 16775941 100 1 N No NO 2 Yes 0 360 16776006 100 2 N No NO 2 Yes 0 360 16776014 100 1 N No NO 2 Yes 0 360 16775919 95 1 N No NO 2 Yes 0 360 16775921 100 1 N No NO 2 Yes 0 360 16775929 100 1 N No NO 2 Yes 0 360 16775931 100 1 N No NO 2 Yes 0 360 16775933 100 1 N No NO 2 Yes 0 360 16775940 100 1 N No NO 2 Yes 0 360 16775957 95 1 N No NO 2 Yes 0 360 16775958 95 1 N No NO 2 Yes 0 360 16775978 100 1 N No NO 2 Yes 0 360 16775981 100 1 N No NO 2 Yes 0 360 16775987 95 1 N No NO 2 Yes 0 360 16775994 100 1 N No NO 2 Yes 0 360 16775997 100 2 N No NO 2 Yes 0 360 16819968 100 1 N No NO 2 Yes 0 360 16819974 100 1 N No NO 2 Yes 0 360 16819985 000 0 X Xx XX 0 Xx 0 360 16819990 95 1 N No NO 2 Yes 0 360 16820015 100 1 N No NO 2 Yes 0 360 16819881 100 1 N No NO 2 Yes 0 360 16819890 100 1 N No NO 2 Yes 0 360 16819903 100 1 N No NO 2 Yes 0 360 16819934 100 1 N No NO 2 Yes 0 360 16673743 95 1 N No NO 2 Yes 0 360 16673943 100 1 N No NO 2 Yes 0 360 16673703 100 1 N No NO 2 Yes 0 360 16673713 100 1 N No NO 2 Yes 0 360 16819868 100 1 N No NO 2 Yes 0 360 16819869 100 1 N No NO 2 Yes 0 360 16819870 100 1 N No NO 2 Yes 0 360 16819871 95 1 N No NO 2 Yes 0 360 16819872 100 1 N Yes 3YP 2 Yes 0 360 16819873 100 1 N No NO 2 Yes 0 360 16819874 100 1 N Yes 3YP 2 Yes 0 360 16819876 100 1 N No NO 2 Yes 0 360 16819877 100 1 N No NO 2 Yes 0 360 16819880 100 1 N No NO 2 Yes 0 360 16819884 100 1 N No NO 2 Yes 0 360 16819885 100 1 N No NO 2 Yes 0 360 16819886 100 1 N No NO 2 Yes 0 360 16819887 100 1 N No NO 2 Yes 0 360 16819891 100 1 N No NO 2 Yes 0 360 16819893 95 1 N No NO 2 Yes 0 360 16819894 100 1 N No NO 2 Yes 0 360 16819895 100 2 N No NO 2 Yes 0 360 16819896 100 1 N No NO 2 Yes 0 360 16819897 100 1 N No NO 2 Yes 0 360 16819900 100 1 N No NO 2 Yes 0 360 16819901 99.94 2 N No NO 2 Yes 0 360 16819904 100 2 N No NO 2 Yes 0 360 16819905 100 1 N No NO 2 Yes 0 360 16819906 100 1 N No NO 2 Yes 0 360 16819908 90 1 N No NO 2 Yes 0 360 16819910 100 1 N No NO 2 Yes 0 360 16819911 100 1 N No NO 2 Yes 0 360 16819913 100 1 N No NO 2 Yes 0 360 16819915 100 1 N No NO 2 Yes 0 360 16819916 100 1 N No NO 2 Yes 0 360 16819917 100 1 N No NO 2 Yes 0 360 16819918 100 1 N No NO 2 Yes 0 360 16819919 100 1 N No NO 2 Yes 0 360 16819920 100 1 N No NO 2 Yes 0 360 16819921 99.99 1 N No NO 2 Yes 0 360 16819922 100 1 N No NO 2 Yes 0 360 16819923 100 2 N No NO 2 Yes 0 360 16819924 100 1 N No NO 2 Yes 0 360 16819928 100 1 N No NO 2 Yes 0 360 16819929 100 1 N No NO 2 Yes 0 360 16819932 100 1 N No NO 2 Yes 0 360 16819933 100 1 N No NO 2 Yes 0 360 16819936 95 1 N No NO 2 Yes 0 360 16819940 100 1 N No NO 2 Yes 0 360 16819941 100 1 N No NO 2 Yes 0 360 16819942 100 1 N No NO 2 Yes 0 360 16819943 100 1 N No NO 2 Yes 0 360 16819944 100 1 N No NO 2 Yes 0 360 16819945 99.61 1 N No NO 2 Yes 0 360 16819946 100 1 N No NO 2 Yes 0 360 16819947 100 1 N No NO 2 Yes 0 360 16819948 00 0 X Xx XX 0 Xx 0 360 16819949 100 1 N No NO 2 Yes 0 360 16819950 100 1 N No NO 2 Yes 0 360 16819951 100 2 N No NO 2 Yes 0 360 16819952 95 1 N No NO 2 Yes 0 360 16819954 100 1 N No NO 2 Yes 0 360 16819955 100 1 N No NO 2 Yes 0 360 16819956 100 1 N No NO 2 Yes 0 360 16819957 100 1 N No NO 2 Yes 0 360 16819958 100 1 N No NO 2 Yes 0 360 16819959 100 1 N No NO 2 Yes 0 360 16819960 100 1 N No NO 2 Yes 0 360 16819961 95 1 N No NO 2 Yes 0 360 16819962 100 1 N No NO 2 Yes 0 360 16819963 100 1 N No NO 2 Yes 0 360 16819964 100 1 N No NO 2 Yes 0 360 16819966 95 1 N No NO 2 Yes 0 360 16819967 100 1 N No NO 2 Yes 0 360 16819969 100 1 N No NO 2 Yes 0 360 16819970 100 1 N No NO 2 Yes 0 360 16819973 100 1 N No NO 2 Yes 0 360 16819976 100 1 N No NO 2 Yes 0 360 16819977 100 1 N No NO 2 Yes 0 360 16819979 000 0 X Xx XX 0 Xx 0 360 16819980 100 1 N No NO 2 Yes 0 360 16819981 95 1 N No NO 2 Yes 0 360 16819982 100 1 N No NO 2 Yes 0 360 16819983 100 2 N No NO 2 Yes 0 360 16819984 100 1 N No NO 2 Yes 0 360 16819986 95 1 N No NO 2 Yes 0 360 16819987 100 1 N No NO 2 Yes 0 360 16819988 95 1 N No NO 2 Yes 0 360 16819989 100 2 N No NO 2 Yes 0 360 16819991 100 1 N No NO 2 Yes 0 360 16819993 100 1 N No NO 2 Yes 0 360 16819994 99.99 1 N No NO 2 Yes 0 360 16819995 95 1 N No NO 2 Yes 0 360 16819997 000 0 X Xx XX 0 Xx 0 180 16819998 100 1 N No NO 2 Yes 0 360 16819999 100 2 N No NO 2 Yes 0 360 16820000 100 2 N No NO 2 Yes 0 360 16820001 100 1 N No NO 2 Yes 0 360 16820002 95 1 N No NO 2 Yes 0 360 16820003 100 1 N No NO 2 Yes 0 360 16820004 100 1 N No NO 2 Yes 0 360 16820005 100 1 N No NO 2 Yes 0 360 16820006 100 1 N No NO 2 Yes 0 360 16820007 95 1 N No NO 2 Yes 0 360 16820008 100 1 N No NO 2 Yes 0 360 16820010 100 1 N No NO 2 Yes 0 360 16820011 95 1 N No NO 2 Yes 0 360 16820012 100 1 N No NO 2 Yes 0 360 16820013 100 1 N No NO 2 Yes 0 360 16820016 100 1 N No NO 2 Yes 0 360 16820017 000 0 X Xx XX 0 Xx 0 360 16820018 100 1 N No NO 2 Yes 0 360 16820019 100 1 N No NO 2 Yes 0 360 16820020 95 1 N No NO 2 Yes 0 360 16820021 100 1 N No NO 2 Yes 0 360 16820022 100 1 N No NO 2 Yes 0 360 16820023 100 2 N No NO 2 Yes 0 360 16820024 000 0 X Xx XX 0 Xx 0 180 16820026 100 1 N No NO 2 Yes 0 360 16820027 100 1 N No NO 2 Yes 0 360 16820028 100 1 N No NO 2 Yes 0 360 16820029 100 1 N No NO 2 Yes 0 360 16820030 000 0 X Xx XX 0 Xx 0 360 16820031 100 1 N No NO 2 Yes 0 360 16820032 100 1 N No NO 2 Yes 0 360 16673822 100 1 N No NO 2 Yes 0 360 16673867 99.45 1 N No NO 2 Yes 0 360 16775915 95 1 N No NO 2 Yes 0 360 16775916 100 1 N No NO 2 Yes 0 360 16775917 100 1 N No NO 2 Yes 0 360 16775918 100 2 N No NO 2 Yes 0 360 16775920 100 1 N No NO 2 Yes 0 360 16775922 100 1 N No NO 2 Yes 0 360 16775923 100 1 N No NO 2 Yes 0 360 16775924 100 1 N No NO 2 Yes 0 360 16775925 100 1 N No NO 2 Yes 0 360 16775926 95 1 N No NO 2 Yes 0 360 16775928 90 1 N No NO 2 Yes 0 360 16775930 100 1 N No NO 2 Yes 0 360 16775934 100 1 N No NO 2 Yes 0 360 16775936 100 1 N No NO 2 Yes 0 360 16775938 100 1 N No NO 2 Yes 0 360 16775939 95 1 N No NO 2 Yes 0 360 16775942 100 1 N No NO 2 Yes 0 360 16775943 100 1 N No NO 2 Yes 0 360 16775944 100 1 N No NO 2 Yes 0 360 16775945 90 1 N Yes 1YP 2 Yes 0 360 16775946 100 1 N No NO 2 Yes 0 360 16775947 95 1 N No NO 2 Yes 0 360 16775948 100 2 N No NO 2 Yes 0 360 16775949 95 1 N No NO 2 Yes 0 360 16775950 100 1 N No NO 2 Yes 0 360 16775951 100 1 N No NO 2 Yes 0 360 16775952 95 1 N No NO 2 Yes 0 360 16775953 100 1 N No NO 2 Yes 0 360 16775954 100 1 N No NO 2 Yes 0 360 16775955 90 1 N No NO 2 Yes 0 360 16775956 100 2 N No NO 2 Yes 0 360 16775959 100 1 N No NO 2 Yes 0 360 16775960 100 1 N No NO 2 Yes 0 360 16775961 100 1 N No NO 2 Yes 0 360 16775962 95 1 N No NO 2 Yes 0 360 16775963 96.66 1 N No NO 2 Yes 0 360 16775965 90 1 N No NO 2 Yes 0 360 16775966 100 1 N No NO 2 Yes 0 360 16775968 90 1 N No NO 2 Yes 0 360 16775970 100 1 N No NO 2 Yes 0 360 16775971 100 1 N No NO 2 Yes 0 360 16775972 95 1 N No NO 2 Yes 0 360 16775973 100 1 N Yes 1YP 2 Yes 0 360 16775974 100 1 N No NO 2 Yes 0 360 16775975 100 1 N No NO 2 Yes 0 360 16775976 100 2 N No NO 2 Yes 0 360 16775977 100 1 N No NO 2 Yes 0 360 16775979 100 1 N No NO 2 Yes 0 360 16775980 100 1 N No NO 2 Yes 0 360 16775982 100 1 N No NO 2 Yes 0 360 16775983 90 1 N No NO 2 Yes 0 360 16775984 100 1 N No NO 2 Yes 0 360 16775986 95 1 N No NO 2 Yes 0 360 16775989 95 1 N No NO 2 Yes 0 360 16775990 100 1 N No NO 2 Yes 0 360 16775991 90 1 N No NO 2 Yes 0 360 16775992 100 2 N No NO 2 Yes 0 360 16775993 100 1 N No NO 2 Yes 0 360 16775995 100 1 N No NO 2 Yes 0 360 16775996 100 1 N No NO 2 Yes 0 360 16775999 100 1 N No NO 2 Yes 0 360 16776000 90 1 N No NO 2 Yes 0 360 16776001 100 1 N No NO 2 Yes 0 360 16776002 95 1 N No NO 2 Yes 0 360 16776003 100 1 N No NO 2 Yes 0 360 16776004 100 1 N No NO 2 Yes 0 360 16776005 100 1 N No NO 2 Yes 0 360 16776007 100 1 N No NO 2 Yes 0 360 16776008 100 1 N No NO 2 Yes 0 360 16776009 100 1 N No NO 2 Yes 0 360 16776010 100 1 N No NO 2 Yes 0 360 16776011 100 1 N No NO 2 Yes 0 360 16776012 100 1 N No NO 2 Yes 0 360 16776013 000 0 X Xx XX 0 Xx 0 180 16776015 100 1 N No NO 2 Yes 0 360 16673949 95 1 N No NO 2 Yes 0 360 16673956 95 1 N No NO 2 Yes 0 360 16673970 100 1 N No NO 2 Yes 0 360 16673803 100 1 N No NO 2 Yes 0 360 16673828 100 1 N No NO 2 Yes 0 360 16673843 100 2 N No NO 2 Yes 0 360 16673845 100 1 N No NO 2 Yes 0 360 16673847 100 1 N No NO 2 Yes 0 360 16673853 100 2 N No NO 2 Yes 0 360 16673854 100 1 N No NO 2 Yes 0 360 16673855 000 0 X Xx XX 0 Xx 0 180 16673856 100 1 N No NO 2 Yes 0 360 16673872 95 1 N No NO 2 Yes 0 360 16673873 100 2 N No NO 2 Yes 0 360 16673888 100 1 N No NO 2 Yes 0 360 16673897 95 1 N No NO 2 Yes 0 360 16673905 100 1 N No NO 2 Yes 0 360 16673913 100 1 N No NO 2 Yes 0 360 16673914 100 1 N No NO 2 Yes 0 360 16673918 100 1 N No NO 2 Yes 0 360 16673722 100 1 N No NO 2 Yes 0 360 16673735 100 1 N No NO 2 Yes 0 360 16673741 100 1 N No NO 2 Yes 0 360 16673761 100 1 N No NO 2 Yes 0 360 16673763 90 1 N No NO 2 Yes 0 360 16673776 95 2 N No NO 2 Yes 0 360 16673687 100 1 N No NO 2 Yes 0 360 16673719 100 1 N No NO 2 Yes 0 360 16673726 100 1 N No NO 2 Yes 0 360 16673749 100 1 N No NO 2 Yes 0 360 16673756 100 1 N No NO 2 Yes 0 360 16673788 100 1 N No NO 2 Yes 0 360 16673802 100 1 N No NO 2 Yes 0 360 16673809 100 1 N No NO 2 Yes 0 360 16673813 99.99 1 N No NO 2 Yes 0 360 16673848 100 1 N No NO 2 Yes 0 360 16673863 100 1 N No NO 2 Yes 0 360 16673866 100 1 N Yes 3YP 2 Yes 0 360 16673890 95 1 N No NO 2 Yes 0 360 16673893 100 1 N No NO 2 Yes 0 360 16673908 100 1 N No NO 2 Yes 0 360 16673912 100 1 N No NO 2 Yes 0 360 16673936 100 1 N No NO 2 Yes 0 360 16673950 100 1 N No NO 2 Yes 0 360 16673707 90 1 N No NO 2 Yes 0 360 16673730 100 1 N No NO 2 Yes 0 360 16673734 100 1 N No NO 2 Yes 0 360 16673740 95 1 N No NO 2 Yes 0 360 16673787 100 1 N No NO 2 Yes 0 360 16673821 100 2 N No NO 2 Yes 0 360 16673824 100 1 N No NO 2 Yes 0 360 16673860 100 1 N No NO 2 Yes 0 360 16673869 95 1 N No NO 2 Yes 0 360 16673902 100 1 N No NO 2 Yes 0 360 16673921 100 1 N No NO 2 Yes 0 360 16673924 100 1 N No NO 2 Yes 0 360 16673931 90 1 N No NO 2 Yes 0 360 16673717 100 1 N No NO 2 Yes 0 360 16673736 100 1 N No NO 2 Yes 0 360 16673898 100 1 N No NO 2 Yes 0 360 16673937 100 1 N No NO 2 Yes 0 360 16673969 100 1 N No NO 2 Yes 0 360 16775985 95 1 N No NO 2 Yes 0 360 16775998 95 1 N No NO 2 Yes 0 360 16819975 100 1 N No NO 2 Yes 0 360 16819996 100 1 N No NO 2 Yes 0 360 16673685 100 1 N No NO 2 Yes 0 360 16673686 95 1 N No NO 2 Yes 0 360 16673688 95 1 N No NO 2 Yes 0 360 16673690 95 1 N No NO 2 Yes 0 360 16673691 95 1 N No NO 2 Yes 0 360 16673693 95 1 N No NO 2 Yes 0 360 16673694 95 1 N No NO 2 Yes 0 360 16673695 100 1 N No NO 2 Yes 0 360 16673696 100 1 N No NO 2 Yes 0 360 16673697 100 1 N No NO 2 Yes 0 360 16673698 100 1 N No NO 2 Yes 0 360 16673699 95 1 N No NO 2 Yes 0 360 16673700 100 1 N No NO 2 Yes 0 360 16673701 100 1 N No NO 2 Yes 0 360 16673702 100 1 N No NO 2 Yes 0 360 16673704 99.99 1 N No NO 2 Yes 0 360 16673705 100 1 N No NO 2 Yes 0 360 16673706 95 1 N No NO 2 Yes 0 360 16673708 95 1 N No NO 2 Yes 0 360 16673709 100 1 N No NO 2 Yes 0 360 16673711 100 1 N No NO 2 Yes 0 360 16673712 90 1 N No NO 2 Yes 0 360 16673714 100 1 N No NO 2 Yes 0 360 16673715 95 1 N No NO 2 Yes 0 360 16673716 100 1 N No NO 2 Yes 0 360 16673718 90.27 1 N No NO 2 No 0 180 16673720 95 1 N No NO 2 Yes 0 360 16673721 100 1 N No NO 2 Yes 0 360 16673724 90 1 N No NO 2 Yes 0 360 16673725 100 1 N No NO 2 Yes 0 360 16673727 98.37 1 N No NO 2 Yes 0 360 16673728 100 1 N No NO 2 Yes 0 360 16673729 100 2 N No NO 2 Yes 0 360 16673731 100 1 N No NO 2 Yes 0 360 16673732 100 1 N No NO 2 Yes 0 360 16673733 100 1 N No NO 2 Yes 0 360 16673737 100 2 N No NO 2 Yes 0 360 16673738 100 1 N No NO 2 Yes 0 360 16673739 90 1 N No NO 2 Yes 0 360 16673742 100 1 N No NO 2 Yes 0 360 16673744 100 1 N No NO 2 Yes 0 360 16673746 95 1 N No NO 2 Yes 0 360 16673747 100 1 N No NO 2 Yes 0 360 16673748 100 1 N No NO 2 Yes 0 360 16673750 95 1 N No NO 2 Yes 0 360 16673752 95 1 N No NO 2 Yes 0 360 16673753 100 1 N No NO 2 Yes 0 360 16673755 95 1 N No NO 2 Yes 0 360 16673757 100 1 N No NO 2 Yes 0 360 16673758 100 1 N No NO 2 Yes 0 360 16673760 100 1 N No NO 2 Yes 0 360 16673762 90 1 N No NO 2 Yes 0 360 16673764 89.99 1 N No NO 2 Yes 0 360 16673765 95 1 N No NO 2 Yes 0 360 16673767 100 2 N No NO 2 Yes 0 360 16673769 100 1 N Yes 3YP 2 Yes 0 360 16673770 95 1 N No NO 2 Yes 0 360 16673771 100 1 N No NO 2 Yes 0 360 16673772 100 1 N No NO 2 Yes 0 360 16673773 100 1 N No NO 2 Yes 0 360 16673774 100 1 N No NO 2 Yes 0 360 16673775 100 1 N No NO 2 Yes 0 360 16673777 000 0 X Xx XX 0 Xx 0 180 16673779 100 1 N No NO 2 Yes 0 360 16673780 100 1 N No NO 2 Yes 0 360 16673781 100 1 N No NO 2 Yes 0 360 16673782 100 1 N No NO 2 Yes 0 360 16673784 100 1 N No NO 2 Yes 0 360 16673785 95 1 N No NO 2 Yes 0 360 16673786 100 1 N No NO 2 Yes 0 360 16673789 95.36 2 N No NO 2 Yes 0 360 16673791 100 1 N No NO 2 Yes 0 360 16673792 100 1 N No NO 2 Yes 0 360 16673793 95 1 N No NO 2 Yes 0 360 16673794 100 1 N No NO 2 Yes 0 360 16673795 92.4 1 N No NO 2 Yes 0 360 16673796 95 1 N No NO 2 Yes 0 360 16673797 100 1 N No NO 2 Yes 0 360 16673798 100 1 N No NO 2 Yes 0 360 16673799 100 1 N No NO 2 Yes 0 360 16673800 100 1 N No NO 2 Yes 0 360 16673801 90 1 N No NO 2 Yes 0 360 16673804 000 0 X Xx XX 0 Xx 0 180 16673805 100 1 N No NO 2 Yes 0 360 16673807 100 1 N No NO 2 Yes 0 360 16673808 100 1 N No NO 2 Yes 0 360 16673810 95 1 N No NO 2 Yes 0 360 16673811 100 2 N No NO 2 Yes 0 360 16673812 95 1 N No NO 2 Yes 0 360 16673814 100 1 N No NO 2 Yes 0 360 16673815 100 1 N No NO 2 Yes 0 360 16673816 100 1 N No NO 2 Yes 0 360 16673817 100 2 N No NO 2 Yes 0 360 16673818 100 1 N No NO 2 Yes 0 360 16673819 100 2 N No NO 2 Yes 0 360 16673820 100 1 N No NO 2 Yes 0 360 16673823 95 1 N No NO 2 Yes 0 360 16673825 100 2 N No NO 2 Yes 0 360 16673826 100 1 N No NO 2 Yes 0 360 16673827 100 1 N No NO 2 Yes 0 360 16673829 95 1 N No NO 2 Yes 0 360 16673830 100 1 N No NO 2 Yes 0 360 16673832 90 1 N No NO 2 Yes 0 360 16673833 100 1 N No NO 2 Yes 0 360 16673834 100 1 N No NO 2 Yes 0 360 16673835 100 1 N No NO 2 Yes 0 360 16673836 100 1 N No NO 2 Yes 0 360 16673837 100 2 N No NO 2 Yes 0 360 16673838 100 1 N No NO 2 Yes 0 360 16673839 100 1 N No NO 2 Yes 0 360 16673840 100 1 N No NO 2 Yes 0 360 16673841 100 1 N No NO 2 Yes 0 360 16673842 95 1 N No NO 2 Yes 0 360 16673846 100 1 N No NO 2 Yes 0 360 16673850 100 1 N No NO 2 Yes 0 360 16673851 100 1 N No NO 2 Yes 0 360 16673852 95 1 N No NO 2 Yes 0 360 16673857 95 1 N No NO 2 Yes 0 360 16673858 100 1 N No NO 2 Yes 0 360 16673859 100 1 N No NO 2 Yes 0 360 16673861 95 1 N No NO 2 Yes 0 360 16673862 100 1 N No NO 2 Yes 0 360 16673864 100 1 N No NO 2 Yes 0 360 16673865 100 1 N No NO 2 Yes 0 360 16673868 100 1 N No NO 2 Yes 0 360 16673870 000 0 X Xx XX 0 Xx 0 180 16673871 100 2 N No NO 2 Yes 0 360 16673874 100 1 N No NO 2 Yes 0 360 16673875 95 1 N No NO 2 Yes 0 360 16673876 100 1 N No NO 2 Yes 0 360 16673877 95 1 N No NO 2 Yes 0 360 16673878 100 1 N No NO 2 Yes 0 360 16673879 95 1 N No NO 2 Yes 0 360 16673880 100 1 N No NO 2 Yes 0 360 16673881 100 1 N No NO 2 Yes 0 360 16673882 95 1 N No NO 2 Yes 0 360 16673883 100 1 N No NO 2 Yes 0 360 16673884 100 1 N No NO 2 Yes 0 360 16673885 100 1 N No NO 2 Yes 0 360 16673886 100 1 N No NO 2 Yes 0 360 16673887 100 1 N No NO 2 Yes 0 360 16673889 100 1 N No NO 2 Yes 0 360 16673891 100 1 N No NO 2 Yes 0 360 16673892 100 1 N No NO 2 Yes 0 360 16673894 100 1 N No NO 2 Yes 0 360 16673895 100 1 N No NO 2 Yes 0 360 16673896 100 1 N No NO 2 Yes 0 360 16673899 95 1 N No NO 2 Yes 0 360 16673900 100 1 N No NO 2 Yes 0 360 16673901 000 0 X Xx XX 0 Xx 0 180 16673903 100 1 N No NO 2 Yes 0 360 16673904 100 1 N No NO 2 Yes 0 360 16673906 100 1 N No NO 2 Yes 0 360 16673907 00 0 X Xx XX 0 Xx 0 180 16673909 95 1 N No NO 2 Yes 0 360 16673910 100 1 N No NO 2 Yes 0 360 16673911 100 1 N No NO 2 Yes 0 360 16673915 100 1 N No NO 2 Yes 0 360 16673916 90 1 N No NO 2 Yes 0 360 16673917 95 1 N No NO 2 Yes 0 360 16673919 95 1 N No NO 2 Yes 0 360 16673920 100 1 N No NO 2 Yes 0 360 16673922 95 1 N No NO 2 Yes 0 360 16673923 90 1 N No NO 2 Yes 0 360 16673925 95 1 N No NO 2 Yes 0 360 16673926 100 1 N No NO 2 Yes 0 360 16673927 90 1 N No NO 2 Yes 0 360 16673929 95 1 N No NO 2 Yes 0 360 16673930 95 1 N No NO 2 Yes 0 360 16673932 95 1 N No NO 2 Yes 0 360 16673933 90 1 N No NO 2 Yes 0 360 16673935 100 1 N No NO 2 Yes 0 360 16673938 100 1 N No NO 2 Yes 0 360 16673940 100 1 N No NO 2 Yes 0 360 16673941 95 1 N No NO 2 Yes 0 360 16673944 100 1 N No NO 2 Yes 0 360 16673945 100 1 N No NO 2 Yes 0 360 16673946 100 1 N No NO 2 Yes 0 360 16673947 100 2 N No NO 2 Yes 0 360 16673948 00 0 X Xx XX 0 Xx 0 180 16673951 95 1 N No NO 2 Yes 0 360 16673952 100 1 N No NO 2 Yes 0 360 16673953 100 1 N No NO 2 Yes 0 360 16673954 100 1 N No NO 2 Yes 0 360 16673958 100 1 N No NO 2 Yes 0 360 16673959 100 1 N No NO 2 Yes 0 360 16673960 100 1 N No NO 2 Yes 0 360 16673963 100 2 N No NO 2 Yes 0 360 16673964 95 1 N No NO 2 Yes 0 360 16673965 95 1 N No NO 2 Yes 0 360 16673966 95 1 N No NO 2 Yes 0 360 16673968 100 1 N No NO 2 Yes 0 360 16673971 100 1 N No NO 2 Yes 0 360 16673973 100 1 N No NO 2 Yes 0 360 16673974 000 0 X Xx XX 0 Xx 0 180 16673975 100 1 N No NO 2 Yes 0 360 15554747 100 1 N Yes 2YP 2 No 0 180 15588585 00 0 X Xx XX 0 Xx 0 360 15588586 90 1 N No NO 2 Yes 0 360 15530741 95 1 N No NO 2 Yes 0 360 15530744 95 1 N No NO 2 Yes 0 360 16824829 100 1 N No NO 2 Yes 0 360 16824833 000 0 X Xx XX 0 Xx 0 360 16824824 94.92 1 N No NO 2 No 0 360 16824825 000 0 X Xx XX 0 Xx 000 360 16824826 00 0 X Xx XX 0 Xx 000 360 16824827 000 0 X Xx XX 0 Xx 0 360 16824828 000 0 X Xx XX 0 Xx 0 360 16824830 000 0 X Xx XX 0 Xx 0 360 16824832 100 1 N No NO 2 Yes 0 360 16824834 000 0 X Xx XX 0 Xx 0 360 16824835 000 0 X Xx XX 0 Xx 0 360 16824836 100 1 N No NO 2 Yes 0 360 16824837 000 0 X Xx XX 0 Xx 0 360 16824838 000 0 X Xx XX 0 Xx 0 360 15807568 82.22 1 N Yes 3YP 2 No 0 360 16802051 100 1 N No NO 2 Yes 0 360 16802070 100 1 N No NO 2 Yes 0 360 16802032 100 2 N No NO 2 Yes 0 360 16802063 100 1 N No NO 2 Yes 0 360 16802074 100 1 N No NO 2 Yes 0 360 16802082 100 2 N No NO 2 Yes 0 360 16802092 100 1 N No NO 2 Yes 0 360 16802095 100 1 N No NO 2 Yes 0 360 16802103 100 1 N No NO 2 Yes 0 360 16802105 98.9 2 N No NO 2 Yes 0 360 16802109 100 1 N No NO 2 Yes 0 360 16802040 95 1 N No NO 2 Yes 0 360 16802047 100 1 N No NO 2 Yes 0 360 16802048 100 1 N No NO 2 Yes 0 360 16802056 100 1 N No NO 2 Yes 0 360 16802060 90 1 N No NO 2 Yes 0 360 16802075 100 1 N No NO 2 Yes 0 360 16802073 100 1 N No NO 2 Yes 0 360 16802076 100 1 N No NO 2 Yes 0 360 16802077 100 1 N No NO 2 Yes 0 360 16802078 100 1 N No NO 2 Yes 0 360 16802079 100 1 N No NO 2 Yes 0 360 16802080 100 1 N No NO 2 Yes 0 360 16802081 100 1 N No NO 2 Yes 0 360 16802083 100 1 N No NO 2 Yes 0 360 16802085 100 1 N No NO 2 Yes 0 360 16802087 95 1 N No NO 2 Yes 0 360 16802088 100 1 N No NO 2 Yes 0 360 16802089 100 1 N No NO 2 Yes 0 360 16802090 000 0 X Xx XX 0 Xx 00 180 16802091 90.73 1 N No NO 2 Yes 0 360 16802093 100 1 N No NO 2 Yes 0 360 16802094 100 1 N No NO 2 Yes 0 360 16802096 100 1 N No NO 2 Yes 0 360 16802097 100 1 N No NO 2 Yes 0 360 16802098 100 1 N No NO 2 Yes 0 360 16802099 100 1 N No NO 2 Yes 0 360 16802100 100 2 N No NO 2 Yes 0 360 16802101 100 1 N No NO 2 Yes 0 360 16802104 100 1 N No NO 2 Yes 0 360 16802106 100 1 N No NO 2 Yes 0 360 16802107 100 1 N No NO 2 Yes 0 360 16802108 100 1 N No NO 2 Yes 0 360 16802110 95 1 N No NO 2 Yes 0 360 16802111 100 1 N No NO 2 Yes 0 360 16802112 100 1 N No NO 2 Yes 0 360 16802033 95 1 N No NO 2 Yes 0 360 16802034 85 1 N No NO 2 Yes 0 360 16802036 100 1 N No NO 2 Yes 0 360 16802037 100 1 N No NO 2 Yes 0 360 16802038 100 1 N No NO 2 Yes 0 360 16802039 95 1 N No NO 2 Yes 0 360 16802042 96.8 1 N No NO 2 Yes 0 360 16802043 100 1 N No NO 2 Yes 0 360 16802044 100 1 N No NO 2 Yes 0 360 16802045 100 1 N No NO 2 Yes 0 360 16802046 89.26 1 N No NO 2 Yes 0 360 16802049 100 1 N No NO 2 Yes 0 360 16802050 100 1 N No NO 2 Yes 0 360 16802052 100 1 N No NO 2 Yes 0 360 16802053 100 1 N No NO 2 Yes 0 360 16802054 95 1 N No NO 2 Yes 0 360 16802057 100 1 N No NO 2 Yes 0 360 16802058 97.56 1 N No NO 2 Yes 0 360 16802059 100 1 N No NO 2 Yes 0 360 16802061 100 1 N No NO 2 Yes 0 360 16802062 100 1 N No NO 2 Yes 0 360 16802066 100 1 N No NO 2 Yes 0 360 16802068 100 1 N No NO 2 Yes 0 360 16802069 100 1 N No NO 2 Yes 0 360 16802072 95 1 N No NO 2 Yes 0 360 16794179 00 0 X Xx XX 0 Xx 0 360 16794203 94.97 1 N No NO 2 No 0 360 16794220 000 0 X Xx XX 0 Xx 0 360 16794233 000 0 X Xx XX 0 Xx 0 360 16794238 00 0 X Xx XX 0 Xx 0 360 16794348 99.73 1 N No NO 2 No 120 360 16794352 000 0 X Xx XX 0 Xx 0 360 16794355 99.99 1 N No NO 2 No 0 360 16794361 000 0 X Xx XX 0 Xx 000 360 16794364 000 0 X Xx XX 0 Xx 000 360 16794384 00 0 X Xx XX 0 Xx 0 360 16794403 000 0 X Xx XX 0 Xx 0 360 16794503 000 0 X Xx XX 0 Xx 000 360 16794571 99.97 1 N No NO 2 No 0 360 16794585 99.98 1 N No NO 2 No 0 360 16794586 99.98 1 N No NO 2 No 0 360 16794587 000 0 X Xx XX 0 Xx 0 360 16794590 000 0 X Xx XX 0 Xx 0 360 16794591 000 0 X Xx XX 0 Xx 0 360 16794592 000 0 X Xx XX 0 Xx 0 360 16794598 99.97 1 N No NO 2 No 0 360 16794599 99.97 1 N No NO 2 No 0 360 16794608 000 0 X Xx XX 0 Xx 0 360 16794621 000 0 X Xx XX 0 Xx 000 360 16794645 000 0 X Xx XX 0 Xx 0 360 16794686 000 0 X Xx XX 0 Xx 0 360 16794694 000 0 X Xx XX 0 Xx 0 360 16794729 000 0 X Xx XX 0 Xx 0 360 16794751 00 0 X Xx XX 0 Xx 0 360 16794788 000 0 X Xx XX 0 Xx 000 360 16794791 000 0 X Xx XX 0 Xx 000 360 16794829 00 0 X Xx XX 0 Xx 0 360 16794862 00 0 X Xx XX 0 Xx 0 360 16795166 89.99 1 N No NO 2 No 0 360 16795189 000 0 X Xx XX 0 Xx 000 360 16795194 000 0 X Xx XX 0 Xx 0 360 16795238 94.97 1 N No NO 2 No 120 360 16795279 000 0 X Xx XX 0 Xx 000 360 16795347 00 0 X Xx XX 0 Xx 000 360 16795394 000 0 X Xx XX 0 Xx 0 360 16795502 00 0 X Xx XX 0 Xx 0 360 16795543 000 0 X Xx XX 0 Xx 0 360 16795559 98.55 1 N No NO 2 No 120 360 16795581 89.96 1 N No NO 2 No 0 360 16795593 000 0 X Xx XX 0 Xx 0 360 16795608 00 0 X Xx XX 0 Xx 0 360 16795630 89.96 1 N No NO 2 No 0 360 16795645 00 0 X Xx XX 0 Xx 0 360 16795649 000 0 X Xx XX 0 Xx 0 360 16795661 89.98 1 N No NO 2 No 0 360 16795666 000 0 X Xx XX 0 Xx 000 360 16795689 000 0 X Xx XX 0 Xx 000 360 16795782 000 0 X Xx XX 0 Xx 0 360 16795808 99.95 1 N No NO 2 No 120 360 16795811 92.65 1 N No NO 2 No 120 360 16795837 00 0 X Xx XX 0 Xx 000 360 16795916 99.99 1 N No NO 2 No 0 360 16795937 000 0 X Xx XX 0 Xx 000 360 16795941 000 0 X Xx XX 0 Xx 000 360 16795991 99.8 1 N No NO 2 No 0 360 16795998 94.81 1 N No NO 2 No 0 360 16796005 91.2 1 N No NO 2 No 120 360 16796039 000 0 X Xx XX 0 Xx 0 360 16796073 000 0 X Xx XX 0 Xx 0 360 16796104 000 0 X Xx XX 0 Xx 0 360 16796194 00 0 X Xx XX 0 Xx 000 360 16796229 99.95 1 N No NO 2 No 120 360 16796240 99.98 1 N No NO 2 No 120 360 16796274 000 0 X Xx XX 0 Xx 0 360 16796343 000 0 X Xx XX 0 Xx 000 360 16796353 99.99 1 N No NO 2 No 120 360 16796368 000 0 X Xx XX 0 Xx 0 360 16796389 99.98 1 N No NO 2 No 0 360 16796402 000 0 X Xx XX 0 Xx 000 360 16793935 000 0 X Xx XX 0 Xx 0 360 16794017 000 0 X Xx XX 0 Xx 000 360 16794054 000 0 X Xx XX 0 Xx 0 360 16794063 000 0 X Xx XX 0 Xx 000 360 16794070 000 0 X Xx XX 0 Xx 000 360 16795290 000 0 X Xx XX 0 Xx 0 360 16795359 000 0 X Xx XX 0 Xx 000 360 16795366 000 0 X Xx XX 0 Xx 000 360 16795409 95.96 1 N No NO 2 No 0 360 16795415 000 0 X Xx XX 0 Xx 0 360 16795418 000 0 X Xx XX 0 Xx 000 360 16795496 000 0 X Xx XX 0 Xx 000 360 16795500 94.96 1 N No NO 2 No 120 360 16795533 000 0 X Xx XX 0 Xx 000 360 16795612 00 0 X Xx XX 0 Xx 000 360 16795660 99.97 1 N No NO 2 No 0 360 16795677 000 0 X Xx XX 0 Xx 0 360 16795701 000 0 X Xx XX 0 Xx 0 360 16795714 99.98 1 N No NO 2 No 0 360 16795747 99.95 1 N No NO 2 No 120 360 16795759 99.83 1 N No NO 2 No 120 360 16795814 000 0 X Xx XX 0 Xx 000 360 16795899 98.85 1 N No NO 2 No 120 360 16795913 000 0 X Xx XX 0 Xx 000 360 16795933 000 0 X Xx XX 0 Xx 000 360 16795942 00 0 X Xx XX 0 Xx 0 360 16795989 99.98 1 N No NO 2 No 120 360 16796075 99.99 1 N No NO 2 No 120 360 16796083 000 0 X Xx XX 0 Xx 0 360 16796192 000 0 X Xx XX 0 Xx 0 360 16796315 99.98 1 N No NO 2 No 0 360 16796357 99.98 1 N No NO 2 No 0 360 16793903 00 0 X Xx XX 0 Xx 000 360 16793964 000 0 X Xx XX 0 Xx 000 360 16794056 000 0 X Xx XX 0 Xx 0 360 16794058 000 0 X Xx XX 0 Xx 000 360 16794065 00 0 X Xx XX 0 Xx 0 360 16794106 00 0 X Xx XX 0 Xx 0 360 16794216 000 0 X Xx XX 0 Xx 0 360 16794222 000 0 X Xx XX 0 Xx 0 360 16794249 000 0 X Xx XX 0 Xx 000 360 16794356 000 0 X Xx XX 0 Xx 000 360 16794484 95.77 1 N No NO 2 No 0 360 16794524 000 0 X Xx XX 0 Xx 0 360 16794606 000 0 X Xx XX 0 Xx 0 360 16794695 000 0 X Xx XX 0 Xx 0 360 16794697 000 0 X Xx XX 0 Xx 0 360 16794709 000 0 X Xx XX 0 Xx 0 360 16794734 000 0 X Xx XX 0 Xx 0 360 16794747 000 0 X Xx XX 0 Xx 0 360 16794915 94.97 1 N No NO 2 No 120 360 16795073 00 0 X Xx XX 0 Xx 0 360 16795186 00 0 X Xx XX 0 Xx 000 360 16795204 00 0 X Xx XX 0 Xx 000 360 16795225 00 0 X Xx XX 0 Xx 000 360 16795230 000 0 X Xx XX 0 Xx 000 360 16795268 94.99 1 N No NO 2 No 0 360 16795272 000 0 X Xx XX 0 Xx 0 360 16795273 000 0 X Xx XX 0 Xx 0 360 16795282 000 0 X Xx XX 0 Xx 0 360 16795283 000 0 X Xx XX 0 Xx 0 360 16794079 94.93 1 N No NO 2 No 120 360 16794083 00 0 X Xx XX 0 Xx 000 360 16794092 94.08 1 N No NO 2 No 120 360 16794113 000 0 X Xx XX 0 Xx 0 360 16794148 99.24 1 N No NO 2 No 0 360 16794202 000 0 X Xx XX 0 Xx 0 360 16794218 000 0 X Xx XX 0 Xx 000 360 16794270 99.3 1 N No NO 2 No 0 360 16794297 000 0 X Xx XX 0 Xx 0 360 16794310 00 0 X Xx XX 0 Xx 0 360 16794312 00 0 X Xx XX 0 Xx 0 360 16794313 00 0 X Xx XX 0 Xx 0 360 16794330 00 0 X Xx XX 0 Xx 0 360 16794331 00 0 X Xx XX 0 Xx 0 360 16794349 89.96 1 N No NO 2 No 0 360 16794357 000 0 X Xx XX 0 Xx 000 360 16794365 000 0 X Xx XX 0 Xx 0 360 16794366 000 0 X Xx XX 0 Xx 0 360 16794411 000 0 X Xx XX 0 Xx 0 360 16794482 99.99 1 N No NO 2 No 120 360 16794542 99.49 1 N No NO 2 No 0 360 16794604 00 0 X Xx XX 0 Xx 0 360 16794646 000 0 X Xx XX 0 Xx 0 360 16794656 000 0 X Xx XX 0 Xx 000 360 16794689 000 0 X Xx XX 0 Xx 0 360 16794700 00 0 X Xx XX 0 Xx 0 360 16794718 000 0 X Xx XX 0 Xx 0 360 16795026 94.85 1 N No NO 2 No 0 360 16795183 000 0 X Xx XX 0 Xx 000 360 16795261 000 0 X Xx XX 0 Xx 0 360 16795313 000 0 X Xx XX 0 Xx 0 360 16795321 00 0 X Xx XX 0 Xx 000 360 16795328 00 0 X Xx XX 0 Xx 0 360 16795462 00 0 X Xx XX 0 Xx 000 360 16795480 000 0 X Xx XX 0 Xx 0 360 16795521 99.97 1 N No NO 2 No 0 360 16795623 000 0 X Xx XX 0 Xx 000 360 16795670 99.98 1 N No NO 2 No 0 360 16795702 000 0 X Xx XX 0 Xx 000 360 16795790 99.97 1 N No NO 2 No 0 360 16795878 00 0 X Xx XX 0 Xx 000 360 16795927 94.97 1 N No NO 2 No 120 360 16795980 000 0 X Xx XX 0 Xx 0 360 16795999 00 0 X Xx XX 0 Xx 000 360 16796044 99.97 1 N No NO 2 No 0 360 16796074 000 0 X Xx XX 0 Xx 0 360 16796077 000 0 X Xx XX 0 Xx 0 360 16796149 000 0 X Xx XX 0 Xx 000 360 16796166 000 0 X Xx XX 0 Xx 0 360 16796200 89.92 1 N No NO 2 No 120 360 16796205 98.93 2 N No NO 2 No 0 360 16796215 000 0 X Xx XX 0 Xx 0 360 16796230 99.95 1 N No NO 2 No 0 360 16796334 85.15 1 N No NO 2 No 0 360 16793936 000 0 X Xx XX 0 Xx 000 360 16794030 000 0 X Xx XX 0 Xx 0 360 16794036 000 0 X Xx XX 0 Xx 0 360 16794037 99.98 1 N No NO 2 No 120 360 16794040 000 0 X Xx XX 0 Xx 000 360 16796272 000 0 X Xx XX 0 Xx 0 360 16796276 000 0 X Xx XX 0 Xx 0 360 16796279 000 0 X Xx XX 0 Xx 000 360 16796291 000 0 X Xx XX 0 Xx 0 360 16796296 00 0 X Xx XX 0 Xx 0 360 16796298 000 0 X Xx XX 0 Xx 000 360 16796299 99.98 1 N No NO 2 No 0 360 16796302 00 0 X Xx XX 0 Xx 000 360 16796304 68.58 1 N No NO 2 No 120 360 16796307 00 0 X Xx XX 0 Xx 0 360 16796310 94.99 1 N No NO 2 No 120 360 16796311 94.96 1 N No NO 2 No 120 360 16796312 94.96 1 N No NO 2 No 120 360 16796313 94.96 1 N No NO 2 No 120 360 16796314 94.96 1 N No NO 2 No 120 360 16796316 94.94 1 N No NO 2 No 0 360 16796317 94.94 1 N No NO 2 No 120 360 16796318 94.94 1 N No NO 2 No 0 360 16796319 94.95 1 N No NO 2 No 120 360 16796322 89.94 1 N No NO 2 No 120 360 16796331 99.96 1 N No NO 2 No 0 360 16796332 000 0 X Xx XX 0 Xx 0 360 16796333 000 0 X Xx XX 0 Xx 0 360 16796336 000 0 X Xx XX 0 Xx 0 360 16796340 000 0 X Xx XX 0 Xx 0 360 16796341 99.96 1 N No NO 2 No 0 360 16796344 99.98 1 N No NO 2 No 120 360 16796351 94.99 1 N No NO 2 No 120 360 16796352 000 0 X Xx XX 0 Xx 0 360 16796354 99.64 2 N No NO 2 No 0 360 16796355 99.97 1 N No NO 2 No 0 360 16796369 000 0 X Xx XX 0 Xx 0 360 16796373 00 0 X Xx XX 0 Xx 0 360 16796374 00 0 X Xx XX 0 Xx 000 360 16796379 99.97 1 N No NO 2 No 0 360 16796382 94.98 1 N No NO 2 No 0 360 16796384 000 0 X Xx XX 0 Xx 0 360 16796385 99.97 1 N No NO 2 No 0 360 16796390 99.98 1 N No NO 2 No 0 360 16796395 95.19 1 N No NO 2 No 120 360 16796397 00 0 X Xx XX 0 Xx 0 360 16796400 00 0 X Xx XX 0 Xx 0 360 16796403 99.95 1 N No NO 2 No 0 360 16796404 000 0 X Xx XX 0 Xx 0 360 16796408 000 0 X Xx XX 0 Xx 000 360 16796409 00 0 X Xx XX 0 Xx 000 360 16796411 000 0 X Xx XX 0 Xx 000 360 16796413 00 0 X Xx XX 0 Xx 0 360 16796420 99.97 1 N No NO 2 No 120 360 16796421 99.94 1 N No NO 2 No 120 360 16796422 000 0 X Xx XX 0 Xx 000 360 16796427 000 0 X Xx XX 0 Xx 000 360 16796428 99.88 1 N No NO 2 No 120 360 16796430 00 0 X Xx XX 0 Xx 000 360 16796434 00 0 X Xx XX 0 Xx 0 360 16795880 99.99 1 N No NO 2 No 120 360 16795887 00 0 X Xx XX 0 Xx 0 360 16795888 000 0 X Xx XX 0 Xx 000 360 16795890 000 0 X Xx XX 0 Xx 000 360 16795892 000 0 X Xx XX 0 Xx 000 360 16795894 000 0 X Xx XX 0 Xx 000 360 16795895 99.97 1 N No NO 2 No 0 360 16795897 000 0 X Xx XX 0 Xx 000 360 16795898 000 0 X Xx XX 0 Xx 000 360 16795900 000 0 X Xx XX 0 Xx 0 360 16795901 000 0 X Xx XX 0 Xx 0 360 16795902 000 0 X Xx XX 0 Xx 0 360 16795903 000 0 X Xx XX 0 Xx 0 360 16795904 000 0 X Xx XX 0 Xx 0 360 16795905 000 0 X Xx XX 0 Xx 0 360 16795906 000 0 X Xx XX 0 Xx 0 360 16795907 000 0 X Xx XX 0 Xx 000 360 16795909 99.98 1 N No NO 2 No 120 360 16795910 99.99 1 N No NO 2 No 120 360 16795915 000 0 X Xx XX 0 Xx 0 360 16795917 94.98 1 N No NO 2 No 120 360 16795918 00 0 X Xx XX 0 Xx 0 360 16795924 000 0 X Xx XX 0 Xx 000 360 16795925 000 0 X Xx XX 0 Xx 000 360 16795926 00 0 X Xx XX 0 Xx 0 360 16795930 96.32 1 N No NO 2 No 120 360 16795931 96.11 1 N No NO 2 No 120 360 16795940 000 0 X Xx XX 0 Xx 000 360 16795943 00 0 X Xx XX 0 Xx 000 360 16795947 000 0 X Xx XX 0 Xx 000 360 16795948 00 0 X Xx XX 0 Xx 000 360 16795954 000 0 X Xx XX 0 Xx 0 360 16795956 99.98 2 N No NO 2 No 0 360 16795959 99.95 1 N No NO 2 No 0 360 16795967 99.96 1 N No NO 2 No 120 360 16795968 000 0 X Xx XX 0 Xx 000 360 16795969 000 0 X Xx XX 0 Xx 0 360 16795970 000 0 X Xx XX 0 Xx 0 360 16795972 000 0 X Xx XX 0 Xx 000 360 16795978 85.78 2 N No NO 2 No 0 360 16795981 000 0 X Xx XX 0 Xx 000 360 16795983 99.97 1 N No NO 2 No 120 360 16795986 000 0 X Xx XX 0 Xx 000 360 16795988 000 0 X Xx XX 0 Xx 000 360 16795990 000 0 X Xx XX 0 Xx 0 360 16796023 89.99 1 N No NO 2 No 120 360 16796025 89.99 1 N No NO 2 No 0 360 16796026 89.93 1 N No NO 2 No 0 360 16796028 89.99 1 N No NO 2 No 0 360 16796030 99.99 1 N No NO 2 No 120 360 16796032 99.98 1 N No NO 2 No 0 360 16796033 000 0 X Xx XX 0 Xx 0 360 16796034 000 0 X Xx XX 0 Xx 0 360 16796035 000 0 X Xx XX 0 Xx 0 360 16796038 00 0 X Xx XX 0 Xx 0 360 16796041 99.98 1 N No NO 2 No 0 360 16796042 99.96 1 N No NO 2 No 0 360 16796043 99.96 1 N No NO 2 No 0 360 16796045 89.13 1 N No NO 2 No 0 360 16796051 000 0 X Xx XX 0 Xx 0 360 16796052 000 0 X Xx XX 0 Xx 0 360 16796053 000 0 X Xx XX 0 Xx 0 360 16796055 000 0 X Xx XX 0 Xx 000 360 16796063 000 0 X Xx XX 0 Xx 000 360 16796064 000 0 X Xx XX 0 Xx 0 360 16796065 000 0 X Xx XX 0 Xx 0 360 16796068 99.97 1 N No NO 2 No 0 360 16796069 94.97 1 N No NO 2 No 120 360 16796071 000 0 X Xx XX 0 Xx 0 360 16796076 00 0 X Xx XX 0 Xx 0 360 16796078 000 0 X Xx XX 0 Xx 0 360 16796080 99.62 1 N No NO 2 No 0 360 16796081 000 0 X Xx XX 0 Xx 0 360 16796085 000 0 X Xx XX 0 Xx 0 360 16796086 000 0 X Xx XX 0 Xx 0 360 16796087 000 0 X Xx XX 0 Xx 000 360 16796090 99.96 1 N No NO 2 No 0 360 16796094 000 0 X Xx XX 0 Xx 0 360 16796097 99.98 1 N No NO 2 No 0 360 16796098 99.97 1 N No NO 2 No 0 360 16796102 89.95 1 N No NO 2 No 0 360 16796103 92.63 1 N No NO 2 No 120 360 16796107 000 0 X Xx XX 0 Xx 0 360 16796110 94.98 1 N No NO 2 No 0 360 16796112 99.97 1 N No NO 2 No 0 360 16796114 99.99 1 N No NO 2 No 0 360 16796115 99.98 1 N No NO 2 No 0 360 16796116 99.98 1 N No NO 2 No 0 360 16796121 99.99 1 N No NO 2 No 0 360 16796122 98.4 1 N No NO 2 No 0 360 16796124 99.99 1 N No NO 2 No 0 360 16796125 94.99 1 N No NO 2 No 120 360 16796126 99.97 1 N No NO 2 No 120 360 16796127 94.99 1 N No NO 2 No 120 360 16796128 000 0 X Xx XX 0 Xx 0 360 16796129 99.68 1 N No NO 2 No 0 360 16796131 000 0 X Xx XX 0 Xx 000 360 16796133 94.99 1 N No NO 2 No 0 360 16796134 99.96 1 N No NO 2 No 0 360 16796140 000 0 X Xx XX 0 Xx 000 360 16796143 99.99 1 N No NO 2 No 0 360 16796144 000 0 X Xx XX 0 Xx 0 360 16796146 99.98 1 N No NO 2 No 0 360 16796150 000 0 X Xx XX 0 Xx 000 360 16796151 99.98 1 N No NO 2 No 120 360 16796152 99.99 1 N No NO 2 No 120 360 16796155 000 0 X Xx XX 0 Xx 0 360 16796156 99.98 1 N No NO 2 No 0 360 16796159 000 0 X Xx XX 0 Xx 000 360 16796164 99.97 1 N No NO 2 No 0 360 16796165 99.97 1 N No NO 2 No 0 360 16796170 99.96 1 N No NO 2 No 0 360 16796171 99.98 1 N No NO 2 No 0 360 16796172 94.99 1 N No NO 2 No 0 360 16796173 99.95 1 N No NO 2 No 0 360 16796174 99.98 1 N No NO 2 No 0 360 16796175 99.98 1 N No NO 2 No 0 360 16796187 000 0 X Xx XX 0 Xx 0 360 16796188 99.97 1 N No NO 2 No 0 360 16796198 89.96 1 N No NO 2 No 120 360 16796201 000 0 X Xx XX 0 Xx 000 360 16796202 99.98 1 N No NO 2 No 0 360 16796204 000 0 X Xx XX 0 Xx 0 360 16796209 000 0 X Xx XX 0 Xx 000 360 16796210 000 0 X Xx XX 0 Xx 000 360 16796212 000 0 X Xx XX 0 Xx 000 360 16795992 000 0 X Xx XX 0 Xx 0 360 16795993 99.99 1 N No NO 2 No 0 360 16795994 000 0 X Xx XX 0 Xx 0 360 16795995 000 0 X Xx XX 0 Xx 0 360 16795996 000 0 X Xx XX 0 Xx 0 360 16795997 99.95 1 N No NO 2 No 120 360 16796000 94.98 1 N No NO 2 No 120 360 16796003 89.92 1 N No NO 2 No 0 360 16796004 000 0 X Xx XX 0 Xx 0 360 16796006 000 0 X Xx XX 0 Xx 0 360 16796007 000 0 X Xx XX 0 Xx 0 360 16796008 99.98 1 N No NO 2 No 120 360 16796010 000 0 X Xx XX 0 Xx 000 360 16796011 000 0 X Xx XX 0 Xx 000 360 16796012 000 0 X Xx XX 0 Xx 0 360 16796014 99.98 1 N No NO 2 No 0 360 16796015 99.97 1 N No NO 2 No 0 360 16796016 99.98 1 N No NO 2 No 120 360 16796020 000 0 X Xx XX 0 Xx 0 360 16796021 99.92 1 N No NO 2 No 0 360 16796216 000 0 X Xx XX 0 Xx 000 360 16796218 000 0 X Xx XX 0 Xx 000 360 16796219 000 0 X Xx XX 0 Xx 000 360 16796221 000 0 X Xx XX 0 Xx 0 360 16796222 000 0 X Xx XX 0 Xx 000 360 16796227 00 0 X Xx XX 0 Xx 000 360 16796232 99.22 1 N No NO 2 No 120 360 16796234 000 0 X Xx XX 0 Xx 000 360 16796237 99.98 1 N No NO 2 No 0 360 16796239 000 0 X Xx XX 0 Xx 000 360 16796242 99.95 1 N No NO 2 No 120 360 16796244 000 0 X Xx XX 0 Xx 000 360 16796246 000 0 X Xx XX 0 Xx 0 360 16796247 000 0 X Xx XX 0 Xx 0 360 16796248 000 0 X Xx XX 0 Xx 000 360 16796255 000 0 X Xx XX 0 Xx 000 360 16796256 000 0 X Xx XX 0 Xx 000 360 16796257 000 0 X Xx XX 0 Xx 000 360 16796258 000 0 X Xx XX 0 Xx 000 360 16796259 000 0 X Xx XX 0 Xx 0 360 16796260 000 0 X Xx XX 0 Xx 000 360 16796263 000 0 X Xx XX 0 Xx 000 360 16796264 000 0 X Xx XX 0 Xx 000 360 16796265 00 0 X Xx XX 0 Xx 000 360 16796269 00 0 X Xx XX 0 Xx 0 360 16795710 99.98 1 N No NO 2 No 0 360 16795711 000 0 X Xx XX 0 Xx 0 360 16795716 99.99 1 N No NO 2 No 0 360 16795718 99.95 1 N No NO 2 No 0 360 16795719 000 0 X Xx XX 0 Xx 0 360 16795720 000 0 X Xx XX 0 Xx 0 360 16795721 00 0 X Xx XX 0 Xx 000 360 16795724 99.98 1 N No NO 2 No 120 360 16795725 99.99 1 N No NO 2 No 120 360 16795730 99.91 1 N No NO 2 No 120 360 16795734 99.97 1 N No NO 2 No 0 360 16795737 99.98 1 N No NO 2 No 120 360 16795741 000 0 X Xx XX 0 Xx 0 360 16795742 000 0 X Xx XX 0 Xx 0 360 16795743 00 0 X Xx XX 0 Xx 000 360 16795751 00 0 X Xx XX 0 Xx 000 360 16795756 89.98 1 N No NO 2 No 120 360 16795763 99.96 1 N No NO 2 No 0 360 16795765 000 0 X Xx XX 0 Xx 000 360 16795771 00 0 X Xx XX 0 Xx 000 360 16795772 000 0 X Xx XX 0 Xx 000 360 16795773 99.95 1 N No NO 2 No 120 360 16795774 000 0 X Xx XX 0 Xx 0 360 16795779 99.97 1 N No NO 2 No 0 360 16795780 000 0 X Xx XX 0 Xx 0 360 16795096 000 0 X Xx XX 0 Xx 000 360 16795097 000 0 X Xx XX 0 Xx 000 360 16795109 94.99 1 N No NO 2 No 0 360 16795144 00 0 X Xx XX 0 Xx 000 360 16795149 00 0 X Xx XX 0 Xx 000 360 16795152 000 0 X Xx XX 0 Xx 000 360 16795153 000 0 X Xx XX 0 Xx 0 360 16795154 000 0 X Xx XX 0 Xx 000 360 16795157 000 0 X Xx XX 0 Xx 000 360 16795158 000 0 X Xx XX 0 Xx 000 360 16795160 000 0 X Xx XX 0 Xx 000 360 16795164 000 0 X Xx XX 0 Xx 000 360 16795168 00 0 X Xx XX 0 Xx 0 360 16795178 000 0 X Xx XX 0 Xx 000 360 16795179 89.73 1 N No NO 2 No 120 360 16795181 000 0 X Xx XX 0 Xx 000 360 16795184 000 0 X Xx XX 0 Xx 000 360 16795192 000 0 X Xx XX 0 Xx 0 360 16795195 00 0 X Xx XX 0 Xx 0 360 16795196 000 0 X Xx XX 0 Xx 0 360 16795205 000 0 X Xx XX 0 Xx 000 360 16795206 000 0 X Xx XX 0 Xx 000 360 16795214 000 0 X Xx XX 0 Xx 000 360 16795218 99.98 1 N No NO 2 No 120 360 16795223 91.33 1 N No NO 2 No 120 360 16795229 00 0 X Xx XX 0 Xx 0 360 16795232 94.47 1 N No NO 2 No 120 360 16795234 00 0 X Xx XX 0 Xx 000 360 16795237 000 0 X Xx XX 0 Xx 000 360 16795248 99.98 1 N No NO 2 No 120 360 16795249 00 0 X Xx XX 0 Xx 0 360 16795250 99.69 1 N No NO 2 No 120 360 16795256 000 0 X Xx XX 0 Xx 0 360 16795262 99.1 2 N No NO 2 No 120 360 16795263 000 0 X Xx XX 0 Xx 000 360 16795264 000 0 X Xx XX 0 Xx 0 360 16795265 94.99 1 N No NO 2 No 120 360 16795269 000 0 X Xx XX 0 Xx 0 360 16795270 000 0 X Xx XX 0 Xx 0 360 16795274 000 0 X Xx XX 0 Xx 000 360 16795278 000 0 X Xx XX 0 Xx 0 360 16795281 00 0 X Xx XX 0 Xx 0 360 16795286 98.59 1 N No NO 2 No 120 360 16795287 00 0 X Xx XX 0 Xx 0 180 16795288 000 0 X Xx XX 0 Xx 0 360 16795289 000 0 X Xx XX 0 Xx 0 360 16795292 99.97 1 N No NO 2 No 0 360 16795293 000 0 X Xx XX 0 Xx 0 360 16795294 00 0 X Xx XX 0 Xx 0 360 16795295 000 0 X Xx XX 0 Xx 0 360 16795296 000 0 X Xx XX 0 Xx 0 360 16795297 00 0 X Xx XX 0 Xx 0 360 16795299 000 0 X Xx XX 0 Xx 000 360 16795300 000 0 X Xx XX 0 Xx 000 360 16795301 000 0 X Xx XX 0 Xx 0 360 16795303 000 0 X Xx XX 0 Xx 0 360 16795304 000 0 X Xx XX 0 Xx 0 360 16795305 000 0 X Xx XX 0 Xx 0 360 16795307 00 0 X Xx XX 0 Xx 000 360 16795310 000 0 X Xx XX 0 Xx 0 360 16795311 000 0 X Xx XX 0 Xx 0 360 16795312 00 0 X Xx XX 0 Xx 000 360 16795314 000 0 X Xx XX 0 Xx 0 360 16795315 99.99 1 N No NO 2 No 0 360 16795318 000 0 X Xx XX 0 Xx 000 360 16795333 000 0 X Xx XX 0 Xx 0 360 16795339 000 0 X Xx XX 0 Xx 000 360 16795342 000 0 X Xx XX 0 Xx 000 360 16795343 000 0 X Xx XX 0 Xx 000 360 16795356 000 0 X Xx XX 0 Xx 000 360 16795367 94.94 1 N No NO 2 No 0 360 16795368 94.91 1 N No NO 2 No 0 360 16795369 99.97 1 N No NO 2 No 0 360 16795373 00 0 X Xx XX 0 Xx 0 360 16795382 00 0 X Xx XX 0 Xx 000 360 16795388 000 0 X Xx XX 0 Xx 0 360 16795390 00 0 X Xx XX 0 Xx 0 360 16795401 000 0 X Xx XX 0 Xx 0 360 16795408 00 0 X Xx XX 0 Xx 0 360 16795414 000 0 X Xx XX 0 Xx 0 360 16795416 00 0 X Xx XX 0 Xx 000 360 16795419 000 0 X Xx XX 0 Xx 000 360 16795420 000 0 X Xx XX 0 Xx 0 360 16795423 000 0 X Xx XX 0 Xx 0 360 16795424 89.97 1 N No NO 2 No 120 360 16795425 94.96 1 N No NO 2 No 120 360 16795427 00 0 X Xx XX 0 Xx 0 360 16795429 000 0 X Xx XX 0 Xx 000 360 16795431 000 0 X Xx XX 0 Xx 000 360 16795432 94.99 1 N No NO 2 No 0 360 16795437 89.97 1 N No NO 2 No 120 360 16795442 99.96 1 N No NO 2 No 120 360 16795443 99.95 1 N No NO 2 No 120 360 16795445 99.97 1 N No NO 2 No 120 360 16795452 89.98 1 N No NO 2 No 0 360 16795454 00 0 X Xx XX 0 Xx 000 360 16795455 000 0 X Xx XX 0 Xx 000 360 16795461 000 0 X Xx XX 0 Xx 0 360 16795466 000 0 X Xx XX 0 Xx 000 360 16795468 00 0 X Xx XX 0 Xx 000 360 16795469 99.98 1 N No NO 2 No 120 360 16795470 99.99 1 N No NO 2 No 0 360 16795475 000 0 X Xx XX 0 Xx 0 360 16795478 000 0 X Xx XX 0 Xx 000 360 16795482 000 0 X Xx XX 0 Xx 000 360 16795485 99.99 2 N No NO 2 No 120 360 16795489 000 0 X Xx XX 0 Xx 0 360 16795490 000 0 X Xx XX 0 Xx 0 360 16795491 95.19 1 N No NO 2 No 120 360 16795492 99.6 1 N No NO 2 No 120 360 16795494 000 0 X Xx XX 0 Xx 000 360 16795497 99.85 1 N No NO 2 No 0 360 16795506 00 0 X Xx XX 0 Xx 000 360 16795508 000 0 X Xx XX 0 Xx 0 360 16795509 000 0 X Xx XX 0 Xx 0 360 16795511 000 0 X Xx XX 0 Xx 0 360 16795514 89.98 1 N No NO 2 No 120 360 16795515 99.98 1 N No NO 2 No 120 360 16795516 99.98 1 N No NO 2 No 120 360 16795523 000 0 X Xx XX 0 Xx 000 360 16795530 00 0 X Xx XX 0 Xx 0 360 16795538 00 0 X Xx XX 0 Xx 0 360 16795540 000 0 X Xx XX 0 Xx 0 360 16795542 000 0 X Xx XX 0 Xx 0 360 16795544 000 0 X Xx XX 0 Xx 0 360 16795545 000 0 X Xx XX 0 Xx 0 360 16795548 000 0 X Xx XX 0 Xx 0 360 16795551 000 0 X Xx XX 0 Xx 000 360 16795553 000 0 X Xx XX 0 Xx 000 360 16795561 000 0 X Xx XX 0 Xx 000 360 16795564 99.99 1 N No NO 2 No 120 360 16795568 99.66 1 N No NO 2 No 0 360 16795573 000 0 X Xx XX 0 Xx 000 360 16795574 000 0 X Xx XX 0 Xx 000 360 16795577 00 0 X Xx XX 0 Xx 0 360 16795579 99.98 1 N No NO 2 No 0 360 16795580 000 0 X Xx XX 0 Xx 0 360 16795584 000 0 X Xx XX 0 Xx 000 360 16795586 000 0 X Xx XX 0 Xx 0 360 16795588 99.05 1 N No NO 2 No 120 360 16795598 000 0 X Xx XX 0 Xx 0 360 16795599 99.95 1 N No NO 2 No 120 360 16795600 99.97 1 N No NO 2 No 120 360 16795788 99.97 1 N No NO 2 No 0 360 16795791 99.97 1 N No NO 2 No 0 360 16795792 000 0 X Xx XX 0 Xx 0 360 16795798 000 0 X Xx XX 0 Xx 000 360 16795800 000 0 X Xx XX 0 Xx 000 360 16795801 000 0 X Xx XX 0 Xx 000 360 16795802 99.97 1 N No NO 2 No 120 360 16795803 99.96 1 N No NO 2 No 120 360 16795804 99.96 1 N No NO 2 No 120 360 16795812 000 0 X Xx XX 0 Xx 000 360 16795817 99.96 1 N No NO 2 No 0 360 16795821 99.97 1 N No NO 2 No 120 360 16795828 94.98 1 N No NO 2 No 120 360 16795840 000 0 X Xx XX 0 Xx 0 360 16795842 99.7 1 N No NO 2 No 120 360 16795845 89.96 1 N No NO 2 No 120 360 16795851 89.98 1 N No NO 2 No 120 360 16795852 000 0 X Xx XX 0 Xx 000 360 16795856 000 0 X Xx XX 0 Xx 000 360 16795858 99.99 1 N No NO 2 No 120 360 16795859 99.97 1 N No NO 2 No 120 360 16795863 000 0 X Xx XX 0 Xx 000 360 16795867 000 0 X Xx XX 0 Xx 000 360 16795873 000 0 X Xx XX 0 Xx 0 360 16795874 99.99 1 N No NO 2 No 120 360 16795602 000 0 X Xx XX 0 Xx 0 360 16795613 000 0 X Xx XX 0 Xx 0 360 16795614 000 0 X Xx XX 0 Xx 000 360 16795619 00 0 X Xx XX 0 Xx 000 360 16795620 00 0 X Xx XX 0 Xx 000 360 16795624 00 0 X Xx XX 0 Xx 000 360 16795628 000 0 X Xx XX 0 Xx 000 360 16795631 000 0 X Xx XX 0 Xx 000 360 16795639 99.99 1 N No NO 2 No 120 360 16795640 000 0 X Xx XX 0 Xx 000 360 16795641 000 0 X Xx XX 0 Xx 0 360 16795644 000 0 X Xx XX 0 Xx 000 360 16795646 89.94 1 N No NO 2 No 120 360 16795651 00 0 X Xx XX 0 Xx 000 360 16795655 99.97 1 N No NO 2 No 120 360 16795659 89.94 1 N No NO 2 No 0 360 16795663 000 0 X Xx XX 0 Xx 0 360 16795664 00 0 X Xx XX 0 Xx 0 360 16795665 000 0 X Xx XX 0 Xx 0 360 16795668 98.61 1 N No NO 2 No 0 360 16795671 89.99 1 N No NO 2 No 0 360 16795672 000 0 X Xx XX 0 Xx 0 360 16795673 90.53 1 N No NO 2 No 0 360 16795676 99.99 1 N No NO 2 No 120 360 16795680 00 0 X Xx XX 0 Xx 0 360 16795681 99.98 1 N No NO 2 No 0 360 16795683 99.98 1 N No NO 2 No 120 360 16795685 99.98 1 N No NO 2 No 0 360 16795686 000 0 X Xx XX 0 Xx 0 360 16795687 99.85 1 N No NO 2 No 120 360 16795691 99.95 1 N No NO 2 No 0 360 16795696 000 0 X Xx XX 0 Xx 0 360 16795697 00 0 X Xx XX 0 Xx 000 360 16795699 000 0 X Xx XX 0 Xx 0 360 16795704 000 0 X Xx XX 0 Xx 000 360 16795708 86.26 1 N No NO 2 No 120 360 16795709 98.74 1 N No NO 2 No 120 360 16794716 000 0 X Xx XX 0 Xx 0 360 16794717 000 0 X Xx XX 0 Xx 0 360 16794719 00 0 X Xx XX 0 Xx 0 360 16794720 00 0 X Xx XX 0 Xx 0 360 16794721 00 0 X Xx XX 0 Xx 0 360 16794722 00 0 X Xx XX 0 Xx 0 360 16794723 00 0 X Xx XX 0 Xx 0 360 16794724 000 0 X Xx XX 0 Xx 0 360 16794725 00 0 X Xx XX 0 Xx 000 360 16794726 000 0 X Xx XX 0 Xx 0 360 16794728 000 0 X Xx XX 0 Xx 0 360 16794730 00 0 X Xx XX 0 Xx 0 360 16794731 000 0 X Xx XX 0 Xx 0 180 16794732 000 0 X Xx XX 0 Xx 0 360 16794733 000 0 X Xx XX 0 Xx 0 360 16794735 96.71 1 N No NO 2 No 0 360 16794736 74.79 1 N No NO 2 No 0 360 16794737 94.81 1 N No NO 2 No 0 360 16794742 00 0 X Xx XX 0 Xx 0 360 16794743 00 0 X Xx XX 0 Xx 0 360 16794836 000 0 X Xx XX 0 Xx 000 360 16794837 000 0 X Xx XX 0 Xx 0 360 16794845 99.97 1 N No NO 2 No 0 360 16794852 97.7 1 N No NO 2 No 0 360 16794856 99.96 1 N No NO 2 No 0 360 16794863 00 0 X Xx XX 0 Xx 0 360 16794872 000 0 X Xx XX 0 Xx 0 360 16794876 000 0 X Xx XX 0 Xx 0 360 16794878 00 0 X Xx XX 0 Xx 000 360 16794927 000 0 X Xx XX 0 Xx 0 360 16794935 000 0 X Xx XX 0 Xx 000 360 16794956 98.84 1 N No NO 2 No 0 360 16794964 00 0 X Xx XX 0 Xx 000 360 16794967 00 0 X Xx XX 0 Xx 0 360 16794975 00 0 X Xx XX 0 Xx 0 360 16795008 000 0 X Xx XX 0 Xx 0 360 16795022 000 0 X Xx XX 0 Xx 0 360 16795025 000 0 X Xx XX 0 Xx 0 360 16795030 00 0 X Xx XX 0 Xx 000 360 16795035 000 0 X Xx XX 0 Xx 0 360 16795041 00 0 X Xx XX 0 Xx 0 360 16795050 000 0 X Xx XX 0 Xx 0 360 16795072 000 0 X Xx XX 0 Xx 0 360 16795080 99.97 1 N No NO 2 No 120 360 16795088 00 0 X Xx XX 0 Xx 0 360 16795094 000 0 X Xx XX 0 Xx 0 360 16794753 98.52 1 N No NO 2 No 120 360 16794755 000 0 X Xx XX 0 Xx 0 360 16794757 000 0 X Xx XX 0 Xx 000 360 16794759 000 0 X Xx XX 0 Xx 0 360 16794760 000 0 X Xx XX 0 Xx 0 360 16794761 00 0 X Xx XX 0 Xx 0 360 16794771 000 0 X Xx XX 0 Xx 000 360 16794773 000 0 X Xx XX 0 Xx 0 360 16794776 95.72 1 N No NO 2 No 0 360 16794781 000 0 X Xx XX 0 Xx 0 360 16794783 000 0 X Xx XX 0 Xx 0 360 16794784 000 0 X Xx XX 0 Xx 0 360 16794789 000 0 X Xx XX 0 Xx 0 360 16794796 89.95 1 N No NO 2 No 0 360 16794813 000 0 X Xx XX 0 Xx 000 360 16794814 000 0 X Xx XX 0 Xx 0 360 16794819 000 0 X Xx XX 0 Xx 000 360 16794824 000 0 X Xx XX 0 Xx 0 360 16793900 000 0 X Xx XX 0 Xx 0 360 16793902 000 0 X Xx XX 0 Xx 0 360 16793907 000 0 X Xx XX 0 Xx 0 360 16793908 000 0 X Xx XX 0 Xx 0 360 16793909 000 0 X Xx XX 0 Xx 0 360 16793910 00 0 X Xx XX 0 Xx 0 360 16793911 000 0 X Xx XX 0 Xx 0 360 16793919 00 0 X Xx XX 0 Xx 000 360 16793924 000 0 X Xx XX 0 Xx 0 360 16793927 94.05 1 N No NO 2 No 0 360 16793934 000 0 X Xx XX 0 Xx 0 360 16793938 000 0 X Xx XX 0 Xx 000 360 16793940 000 0 X Xx XX 0 Xx 000 360 16793944 000 0 X Xx XX 0 Xx 0 360 16793945 000 0 X Xx XX 0 Xx 000 360 16793949 000 0 X Xx XX 0 Xx 000 360 16793950 000 0 X Xx XX 0 Xx 000 360 16793952 000 0 X Xx XX 0 Xx 0 360 16793955 000 0 X Xx XX 0 Xx 0 360 16793959 00 0 X Xx XX 0 Xx 000 360 16793965 000 0 X Xx XX 0 Xx 000 360 16793966 000 0 X Xx XX 0 Xx 0 360 16793967 00 0 X Xx XX 0 Xx 000 360 16793968 00 0 X Xx XX 0 Xx 000 360 16793971 000 0 X Xx XX 0 Xx 000 360 16793972 00 0 X Xx XX 0 Xx 000 360 16793975 00 0 X Xx XX 0 Xx 0 360 16793977 000 0 X Xx XX 0 Xx 000 360 16793986 000 0 X Xx XX 0 Xx 0 360 16793988 000 0 X Xx XX 0 Xx 0 360 16793989 00 0 X Xx XX 0 Xx 0 360 16793990 00 0 X Xx XX 0 Xx 000 360 16793993 000 0 X Xx XX 0 Xx 0 360 16793994 000 0 X Xx XX 0 Xx 000 360 16793998 94.95 1 N No NO 2 No 120 360 16793999 000 0 X Xx XX 0 Xx 0 360 16794000 000 0 X Xx XX 0 Xx 0 360 16794004 000 0 X Xx XX 0 Xx 0 360 16794006 000 0 X Xx XX 0 Xx 0 360 16794007 000 0 X Xx XX 0 Xx 0 360 16794012 000 0 X Xx XX 0 Xx 0 360 16794014 000 0 X Xx XX 0 Xx 0 360 16794016 000 0 X Xx XX 0 Xx 0 360 16794020 00 0 X Xx XX 0 Xx 000 360 16794024 00 0 X Xx XX 0 Xx 000 360 16794041 00 0 X Xx XX 0 Xx 0 360 16794042 99.97 1 N No NO 2 No 120 360 16794043 000 0 X Xx XX 0 Xx 000 360 16794047 000 0 X Xx XX 0 Xx 000 360 16794053 00 0 X Xx XX 0 Xx 000 360 16794057 00 0 X Xx XX 0 Xx 000 360 16794060 00 0 X Xx XX 0 Xx 000 360 16794066 000 0 X Xx XX 0 Xx 000 360 16794068 89.96 1 N No NO 2 No 0 360 16794069 00 0 X Xx XX 0 Xx 000 360 16794071 89.64 1 N No NO 2 No 120 360 16794074 94.99 1 N No NO 2 No 120 360 16794075 00 0 X Xx XX 0 Xx 000 360 16794077 000 0 X Xx XX 0 Xx 000 360 16794080 000 0 X Xx XX 0 Xx 000 360 16794082 000 0 X Xx XX 0 Xx 0 360 16794084 000 0 X Xx XX 0 Xx 000 360 16794094 89.97 1 N No NO 2 No 0 360 16794100 99.96 1 N No NO 2 No 120 360 16794101 89.98 1 N No NO 2 No 0 360 16794103 000 0 X Xx XX 0 Xx 0 360 16794104 00 0 X Xx XX 0 Xx 0 360 16794105 000 0 X Xx XX 0 Xx 0 360 16794107 94.99 1 N No NO 2 No 120 360 16794109 00 0 X Xx XX 0 Xx 0 360 16794110 93.55 1 N No NO 2 No 0 360 16794111 000 0 X Xx XX 0 Xx 000 360 16794112 000 0 X Xx XX 0 Xx 000 360 16794116 000 0 X Xx XX 0 Xx 000 360 16794117 96.48 1 N No NO 2 No 120 360 16794118 000 0 X Xx XX 0 Xx 0 360 16794121 000 0 X Xx XX 0 Xx 0 360 16794124 000 0 X Xx XX 0 Xx 0 360 16794129 000 0 X Xx XX 0 Xx 0 360 16794130 000 0 X Xx XX 0 Xx 0 360 16794131 000 0 X Xx XX 0 Xx 0 360 16794134 000 0 X Xx XX 0 Xx 0 360 16794139 000 0 X Xx XX 0 Xx 000 360 16794143 00 0 X Xx XX 0 Xx 0 360 16794146 000 0 X Xx XX 0 Xx 0 360 16794153 000 0 X Xx XX 0 Xx 0 360 16794154 000 0 X Xx XX 0 Xx 0 360 16794155 99.94 1 N No NO 2 No 0 360 16794157 99.99 1 N No NO 2 No 0 360 16794158 000 0 X Xx XX 0 Xx 0 360 16794161 00 0 X Xx XX 0 Xx 000 360 16794164 000 0 X Xx XX 0 Xx 000 360 16794167 00 0 X Xx XX 0 Xx 0 360 16794170 000 0 X Xx XX 0 Xx 000 360 16794177 000 0 X Xx XX 0 Xx 0 360 16794184 000 0 X Xx XX 0 Xx 000 360 16794187 000 0 X Xx XX 0 Xx 0 360 16794188 000 0 X Xx XX 0 Xx 0 360 16794189 000 0 X Xx XX 0 Xx 0 360 16794191 000 0 X Xx XX 0 Xx 0 360 16794192 000 0 X Xx XX 0 Xx 0 360 16794193 000 0 X Xx XX 0 Xx 0 360 16794201 00 0 X Xx XX 0 Xx 000 360 16794205 000 0 X Xx XX 0 Xx 0 360 16794207 000 0 X Xx XX 0 Xx 000 360 16794208 000 0 X Xx XX 0 Xx 000 360 16794209 000 0 X Xx XX 0 Xx 000 360 16794210 000 0 X Xx XX 0 Xx 000 360 16794212 000 0 X Xx XX 0 Xx 000 360 16794213 000 0 X Xx XX 0 Xx 0 360 16794217 000 0 X Xx XX 0 Xx 000 360 16794221 000 0 X Xx XX 0 Xx 0 360 16794228 00 0 X Xx XX 0 Xx 0 360 16794229 00 0 X Xx XX 0 Xx 0 360 16794230 00 0 X Xx XX 0 Xx 0 360 16794239 000 0 X Xx XX 0 Xx 0 360 16794244 000 0 X Xx XX 0 Xx 0 360 16794246 000 0 X Xx XX 0 Xx 0 360 16794253 97.99 1 N No NO 2 No 0 360 16794254 89.05 1 N No NO 2 No 0 360 16794256 000 0 X Xx XX 0 Xx 0 360 16794257 000 0 X Xx XX 0 Xx 0 360 16794258 000 0 X Xx XX 0 Xx 0 360 16794259 000 0 X Xx XX 0 Xx 0 360 16794260 000 0 X Xx XX 0 Xx 0 360 16794262 000 0 X Xx XX 0 Xx 0 360 16794263 000 0 X Xx XX 0 Xx 0 360 16794264 000 0 X Xx XX 0 Xx 0 360 16794266 00 0 X Xx XX 0 Xx 0 360 16794268 00 0 X Xx XX 0 Xx 0 360 16794272 000 0 X Xx XX 0 Xx 000 360 16794275 93.48 1 N No NO 2 No 0 360 16794276 99.96 1 N No NO 2 No 0 360 16794278 00 0 X Xx XX 0 Xx 000 360 16794279 000 0 X Xx XX 0 Xx 0 360 16794281 99.98 1 N No NO 2 No 0 360 16794282 000 0 X Xx XX 0 Xx 0 360 16794283 00 0 X Xx XX 0 Xx 0 360 16794284 00 0 X Xx XX 0 Xx 0 360 16794286 000 0 X Xx XX 0 Xx 0 360 16794290 000 0 X Xx XX 0 Xx 0 360 16794292 000 0 X Xx XX 0 Xx 0 360 16794295 000 0 X Xx XX 0 Xx 0 360 16794296 00 0 X Xx XX 0 Xx 0 360 16794298 00 0 X Xx XX 0 Xx 0 360 16794299 00 0 X Xx XX 0 Xx 0 360 16794302 000 0 X Xx XX 0 Xx 0 360 16794307 000 0 X Xx XX 0 Xx 000 360 16794308 000 0 X Xx XX 0 Xx 000 360 16794309 000 0 X Xx XX 0 Xx 0 360 16794314 00 0 X Xx XX 0 Xx 000 360 16794315 00 0 X Xx XX 0 Xx 000 360 16794318 000 0 X Xx XX 0 Xx 0 360 16794319 000 0 X Xx XX 0 Xx 000 360 16794320 000 0 X Xx XX 0 Xx 0 360 16794321 000 0 X Xx XX 0 Xx 000 360 16794325 000 0 X Xx XX 0 Xx 0 360 16794335 000 0 X Xx XX 0 Xx 000 360 16794337 000 0 X Xx XX 0 Xx 000 360 16794339 00 0 X Xx XX 0 Xx 0 360 16794340 00 0 X Xx XX 0 Xx 000 360 16794345 00 0 X Xx XX 0 Xx 000 360 16794346 000 0 X Xx XX 0 Xx 000 360 16794347 00 0 X Xx XX 0 Xx 0 360 16794354 89.09 1 N No NO 2 No 120 360 16794362 000 0 X Xx XX 0 Xx 000 360 16794363 000 0 X Xx XX 0 Xx 0 360 16794367 000 0 X Xx XX 0 Xx 000 360 16794369 99.99 1 N No NO 2 No 0 360 16794380 000 0 X Xx XX 0 Xx 000 360 16794383 000 0 X Xx XX 0 Xx 0 360 16794385 000 0 X Xx XX 0 Xx 000 360 16794388 000 0 X Xx XX 0 Xx 000 360 16794390 000 0 X Xx XX 0 Xx 0 360 16794395 00 0 X Xx XX 0 Xx 0 360 16794405 000 0 X Xx XX 0 Xx 0 360 16794406 000 0 X Xx XX 0 Xx 0 360 16794408 000 0 X Xx XX 0 Xx 0 360 16794409 000 0 X Xx XX 0 Xx 0 360 16794413 000 0 X Xx XX 0 Xx 0 360 16794415 00 0 X Xx XX 0 Xx 0 360 16794419 000 0 X Xx XX 0 Xx 000 360 16794420 00 0 X Xx XX 0 Xx 0 360 16794424 000 0 X Xx XX 0 Xx 0 360 16794427 000 0 X Xx XX 0 Xx 0 360 16794432 000 0 X Xx XX 0 Xx 0 360 16794434 000 0 X Xx XX 0 Xx 0 360 16794435 000 0 X Xx XX 0 Xx 0 360 16794439 000 0 X Xx XX 0 Xx 000 360 16794440 000 0 X Xx XX 0 Xx 000 360 16794441 000 0 X Xx XX 0 Xx 000 360 16794443 00 0 X Xx XX 0 Xx 0 360 16794444 99.84 1 N No NO 2 No 0 360 16794445 000 0 X Xx XX 0 Xx 0 360 16794447 000 0 X Xx XX 0 Xx 000 360 16794449 000 0 X Xx XX 0 Xx 000 360 16794450 000 0 X Xx XX 0 Xx 0 360 16794452 000 0 X Xx XX 0 Xx 0 360 16794455 000 0 X Xx XX 0 Xx 0 360 16794456 000 0 X Xx XX 0 Xx 0 360 16794457 000 0 X Xx XX 0 Xx 0 360 16794458 000 0 X Xx XX 0 Xx 0 360 16794459 000 0 X Xx XX 0 Xx 0 360 16794464 000 0 X Xx XX 0 Xx 000 360 16794465 000 0 X Xx XX 0 Xx 000 360 16794467 000 0 X Xx XX 0 Xx 0 360 16794468 000 0 X Xx XX 0 Xx 0 360 16794469 000 0 X Xx XX 0 Xx 000 360 16794471 000 0 X Xx XX 0 Xx 0 360 16794473 000 0 X Xx XX 0 Xx 000 360 16794475 000 0 X Xx XX 0 Xx 000 360 16794476 000 0 X Xx XX 0 Xx 000 360 16794485 000 0 X Xx XX 0 Xx 0 360 16794486 000 0 X Xx XX 0 Xx 0 360 16794487 000 0 X Xx XX 0 Xx 000 360 16794490 000 0 X Xx XX 0 Xx 0 360 16794491 000 0 X Xx XX 0 Xx 000 360 16794492 000 0 X Xx XX 0 Xx 0 360 16794495 00 0 X Xx XX 0 Xx 000 360 16794496 000 0 X Xx XX 0 Xx 0 360 16794497 00 0 X Xx XX 0 Xx 0 360 16794498 00 0 X Xx XX 0 Xx 0 360 16794499 00 0 X Xx XX 0 Xx 0 360 16794500 000 0 X Xx XX 0 Xx 0 360 16794507 000 0 X Xx XX 0 Xx 0 360 16794509 000 0 X Xx XX 0 Xx 0 360 16794512 00 0 X Xx XX 0 Xx 0 360 16794514 00 0 X Xx XX 0 Xx 0 360 16794519 000 0 X Xx XX 0 Xx 0 360 16794520 00 0 X Xx XX 0 Xx 000 360 16794522 000 0 X Xx XX 0 Xx 000 360 16794523 000 0 X Xx XX 0 Xx 0 360 16794525 000 0 X Xx XX 0 Xx 0 360 16794526 000 0 X Xx XX 0 Xx 0 360 16794527 00 0 X Xx XX 0 Xx 0 360 16794528 60.96 1 N No NO 2 No 120 360 16794529 000 0 X Xx XX 0 Xx 0 360 16794530 000 0 X Xx XX 0 Xx 0 360 16794532 99.99 1 N No NO 2 No 0 360 16794533 000 0 X Xx XX 0 Xx 000 360 16794535 000 0 X Xx XX 0 Xx 0 360 16794536 00 0 X Xx XX 0 Xx 0 360 16794537 000 0 X Xx XX 0 Xx 0 360 16794539 00 0 X Xx XX 0 Xx 0 360 16794540 99.67 1 N No NO 2 No 0 360 16794543 000 0 X Xx XX 0 Xx 0 360 16794549 000 0 X Xx XX 0 Xx 0 360 16794551 000 0 X Xx XX 0 Xx 0 360 16794552 99.97 1 N No NO 2 No 120 360 16794554 000 0 X Xx XX 0 Xx 000 360 16794561 000 0 X Xx XX 0 Xx 0 360 16794562 000 0 X Xx XX 0 Xx 000 360 16794565 000 0 X Xx XX 0 Xx 0 360 16794567 000 0 X Xx XX 0 Xx 0 360 16794569 000 0 X Xx XX 0 Xx 000 360 16794570 000 0 X Xx XX 0 Xx 000 360 16794574 000 0 X Xx XX 0 Xx 0 360 16794575 00 0 X Xx XX 0 Xx 000 360 16794576 000 0 X Xx XX 0 Xx 000 360 16794579 000 0 X Xx XX 0 Xx 0 360 16794580 000 0 X Xx XX 0 Xx 0 360 16794581 000 0 X Xx XX 0 Xx 000 360 16794582 000 0 X Xx XX 0 Xx 000 360 16794583 000 0 X Xx XX 0 Xx 0 360 16794584 000 0 X Xx XX 0 Xx 000 360 16794588 000 0 X Xx XX 0 Xx 000 360 16794589 000 0 X Xx XX 0 Xx 0 360 16794593 00 0 X Xx XX 0 Xx 0 360 16794594 00 0 X Xx XX 0 Xx 0 360 16794595 99.95 1 N No NO 2 No 120 360 16794596 000 0 X Xx XX 0 Xx 0 360 16794600 00 0 X Xx XX 0 Xx 000 360 16794601 000 0 X Xx XX 0 Xx 0 360 16794602 99.98 1 N No NO 2 No 0 360 16794603 000 0 X Xx XX 0 Xx 0 360 16794605 000 0 X Xx XX 0 Xx 0 360 16794607 000 0 X Xx XX 0 Xx 000 360 16794610 000 0 X Xx XX 0 Xx 0 360 16794611 000 0 X Xx XX 0 Xx 0 360 16794613 99.05 1 N No NO 2 No 120 360 16794624 00 0 X Xx XX 0 Xx 000 360 16794625 000 0 X Xx XX 0 Xx 0 360 16794626 000 0 X Xx XX 0 Xx 0 360 16794627 000 0 X Xx XX 0 Xx 0 360 16794628 000 0 X Xx XX 0 Xx 0 360 16794630 000 0 X Xx XX 0 Xx 000 360 16794631 000 0 X Xx XX 0 Xx 000 360 16794632 000 0 X Xx XX 0 Xx 000 360 16794633 000 0 X Xx XX 0 Xx 000 360 16794637 000 0 X Xx XX 0 Xx 0 360 16794639 00 0 X Xx XX 0 Xx 000 360 16794644 000 0 X Xx XX 0 Xx 0 360 16794647 000 0 X Xx XX 0 Xx 0 360 16794648 000 0 X Xx XX 0 Xx 0 360 16794650 99.99 1 N No NO 2 No 120 360 16794651 99.78 1 N No NO 2 No 120 360 16794653 99.98 1 N No NO 2 No 120 360 16794654 000 0 X Xx XX 0 Xx 0 360 16794657 000 0 X Xx XX 0 Xx 000 360 16794658 99.99 1 N No NO 2 No 120 360 16794659 00 0 X Xx XX 0 Xx 0 360 16794661 00 0 X Xx XX 0 Xx 0 360 16794677 000 0 X Xx XX 0 Xx 000 360 16794685 000 0 X Xx XX 0 Xx 0 360 16794688 000 0 X Xx XX 0 Xx 0 360 16794690 000 0 X Xx XX 0 Xx 0 360 16794691 94.34 1 N No NO 2 No 0 360 16794692 000 0 X Xx XX 0 Xx 000 360 16794693 000 0 X Xx XX 0 Xx 000 360 16794699 97.33 1 N No NO 2 No 0 360 16794701 000 0 X Xx XX 0 Xx 000 360 16794703 00 0 X Xx XX 0 Xx 0 360 16794706 000 0 X Xx XX 0 Xx 0 360 16794707 000 0 X Xx XX 0 Xx 000 360 16794708 000 0 X Xx XX 0 Xx 000 360 16794710 000 0 X Xx XX 0 Xx 0 360 16794713 000 0 X Xx XX 0 Xx 0 360 16794714 000 0 X Xx XX 0 Xx 0 360 16794715 000 0 X Xx XX 0 Xx 000 360 16795835 00 0 X Xx XX 0 Xx 000 360 16794001 000 0 X Xx XX 0 Xx 0 360 16795064 00 0 X Xx XX 0 Xx 0 360 16796213 000 0 X Xx XX 0 Xx 000 360 15541461 000 0 X Xx XX 0 Xx 0 240 15539772 100 1 N Yes 3YP 2 No 0 360 15538500 100 1 N Yes 2YP 2 No 0 360 15538820 100 1 N Yes 2YP 2 No 0 180 16379158 100 2 N No NO 2 Yes 0 360 16628169 93 2 N Yes 3YP 2 Yes 0 360 16628222 99.93 1 N No NO 2 Yes 0 360 16627909 100 2 N No NO 2 Yes 0 360 16627960 100 2 N No NO 2 Yes 0 360 16627966 100 2 N No NO 2 Yes 0 360 16627983 000 0 X Xx XX 0 Xx 0 240 16628052 100 1 N No NO 2 Yes 0 360 16628055 100 2 N No NO 2 Yes 0 360 16628063 100 2 N No NO 2 Yes 0 360 16628107 100 2 N No NO 2 Yes 0 360 16394406 000 0 X Xx XX 0 Xx 0 360 16777820 100 1 N Yes 3YP 2 No 0 360 16777812 100 2 N Yes 3YP 2 No 0 360 16777830 000 0 X Xx XX 0 Xx 0 360 16777821 100 1 N Yes 3YP 2 No 0 360 16777831 00 0 X Xx XX 0 Xx 0 360 16777822 000 0 X Xx XX 0 Xx 0 360 16777813 000 0 X Xx XX 0 Xx 0 360 16777823 89.93 1 N Yes 3YP 2 No 0 360 16777832 100 1 N Yes 3YP 2 No 0 360 16777814 000 0 X Xx XX 0 Xx 0 360 16777824 00 0 X Xx XX 0 Xx 0 360 16777833 86 1 N Yes 3YP 2 Yes 0 360 16777825 100 2 N Yes 3YP 2 No 0 360 16777817 100 1 N No NO 2 Yes 0 360 16777827 100 1 N Yes 3YP 2 Yes 0 360 16777819 90 1 N Yes 3YP 2 No 0 360 16777828 100 1 N Yes 3YP 2 Yes 0 360 16728994 89.94 1 N Yes 3YP 2 No 0 360 16777829 000 0 X Xx XX 0 Xx 0 360 16814925 000 0 X Xx XX 0 Xx 0 360 16814926 80 1 N Yes 3YP 2 No 0 360 16814927 000 0 X Xx XX 0 Xx 0 360 16814928 90 1 N No NO 2 Yes 0 360 16814929 100 1 N Yes 3YP 2 Yes 0 360 16814930 90 2 N Yes 3YP 2 No 0 360 16814931 100 1 N Yes 3YP 2 No 0 360 16814932 90 1 N Yes 3YP 2 Yes 0 360 16814933 90 1 N Yes 3YP 2 Yes 0 360 16814934 80 1 N Yes 3YP 2 No 0 360 16793277 00 0 X Xx XX 0 Xx 0 360 16793269 89.53 2 N Yes 3YP 2 Yes 0 360 16793270 94.5 1 N No NO 2 Yes 0 360 16793271 100 1 N Yes 3YP 2 Yes 0 360 16793272 100 1 N Yes 3YP 2 Yes 0 360 16793273 95 1 N Yes 3YP 2 Yes 0 360 16793274 94.99 1 N Yes 3YP 2 No 0 360 16793237 96.41 1 N No NO 2 Yes 0 360 16793238 90 1 N No NO 2 Yes 0 360 16793239 100 1 N No NO 2 Yes 0 360 16793240 100 2 N Yes 3YP 2 No 0 360 16793241 00 0 X Xx XX 0 Xx 0 360 16793242 90 1 N Yes 3YP 2 No 0 360 16793244 89.95 1 N No NO 2 No 0 360 16793246 100 1 N Yes 3YP 2 No 0 360 16793248 85.56 1 N No NO 2 No 0 360 16793249 99.81 1 N No NO 2 Yes 0 360 16793250 90 2 N No NO 2 Yes 0 360 16793251 100 1 N Yes 3YP 2 Yes 0 360 16793252 92.5 2 N Yes 3YP 2 Yes 0 360 16793254