BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor EMC MORTGAGE CORPORATION Seller, Master Servicer and Company and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of August 1, 2007 BEAR STEARNS ASSET BACKED...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor
EMC
MORTGAGE CORPORATION
Seller,
Master Servicer and Company
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of August 1, 2007
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2007-HE6
ASSET-BACKED
CERTIFICATES, SERIES 2007-HE6
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
|
|
|
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
the
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 MORTGAGE LOANS BY 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 Company To Be Held for
Trustee.
|
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
|
Section
3.10
|
Servicing
Compensation.
|
|
Section
3.11
|
REO
Property.
|
|
Section
3.12
|
Liquidation
Reports.
|
|
Section
3.13
|
Books
and Records.
|
|
Section
3.14
|
Obligations
of the Company in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section
3.15
|
Advancing
Facility.
|
|
ARTICLE
IV
ADMINISTRATION
AND MASTER SERVICING OF THE MORTGAGE LOANS BY MASTER SERVICER
|
|
|
Section
4.01
|
Master
Servicer.
|
|
Section
4.02
|
REMIC-Related
Covenants.
|
|
Section
4.03
|
Monitoring
of Company.
|
|
Section
4.04
|
Fidelity
Bond.
|
|
Section
4.05
|
Power
to Act; Procedures.
|
|
Section
4.06
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
4.07
|
Release
of Mortgage Files.
|
|
Section
4.08
|
Documents,
Records and Funds in Possession of Master Servicer, Company and
Servicer
To Be Held for Trustee.
|
|
Section
4.09
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
|
Section
4.10
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
4.11
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
4.12
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
|
Section
4.13
|
Realization
Upon Defaulted Mortgage Loans.
|
|
Section
4.14
|
Compensation
for the Master Servicer.
|
|
Section
4.15
|
REO
Property.
|
|
Section
4.16
|
Annual
Statement as to Compliance.
|
|
Section
4.17
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
4.18
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
4.19
|
Intention
of the Parties and Interpretation.
|
|
Section
4.20
|
UCC.
|
|
Section
4.21
|
Optional
Purchase of Certain Mortgage Loans.
|
|
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 Master Servicer.
|
|
Section
5.04
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
|
Section
5.05
|
Company
Protected Account.
|
|
Section
5.06
|
Master
Servicer Collection Account.
|
|
Section
5.07
|
Permitted
Withdrawals From the Master Servicer Collection
Account.
|
|
Section
5.08
|
Distribution
Account.
|
|
Section
5.09
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
|
Section
5.10
|
Class
P Certificate Account.
|
|
Section
5.11
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
5.12
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
|
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 and the Master Servicer.
|
|
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
|
|
|
Section
10.01
|
Duties
of Trustee.
|
|
Section
10.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
10.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
10.04
|
Trustee
May Own Certificates.
|
|
Section
10.05
|
Trustee’s
Expenses.
|
|
Section
10.06
|
Eligibility
Requirements for Trustee.
|
|
Section
10.07
|
Insurance.
|
|
Section
10.08
|
Resignation
and Removal of Trustee.
|
|
Section
10.09
|
Successor
Trustee.
|
|
Section
10.10
|
Merger
or Consolidation of Trustee.
|
|
Section
10.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
10.12
|
Tax
Matters.
|
|
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 P Certificates
|
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transferee Affidavit and Agreement
|
|
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
|
Form
of Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification to Form 10-K Certificate
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
O
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q
|
Form
of Transferor Affidavit
|
|
Exhibit
R
|
Remittance
Overview Report
|
|
Exhibit
S
|
Remittance
Summary Report
|
|
Exhibit
T
|
Calculation
of Gain-Loss Delinquent Loans
|
|
Exhibit
U
|
Claims
Submitted
|
|
Exhibit
V
|
Default
Overview Report
|
|
Exhibit
W
|
Delinquent
Summary Report
|
|
Exhibit
X
|
Loss
Severity Summary Report
|
|
Exhibit
Y
|
Modified
Loans Report
|
POOLING
AND SERVICING AGREEMENT, dated as of August 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”), as master servicer (in such capacity, the “Master
Servicer”) and as servicer (in such capacity, the “Company”), and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (the
“Trustee”).
PRELIMINARY
STATEMENT
REMIC
I
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
As
provided herein, the Trustee shall 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 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 in REMIC I for purposes of the REMIC Provisions.
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. 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)
|
$1,144,061.62
|
August
25, 2037
|
|
|
I-1-B
|
Variable(2)
|
$1,144,061.62
|
August
25, 2037
|
|
|
I-2-A
|
Variable(2)
|
$1,300,946.39
|
August
25, 2037
|
|
|
I-2-B
|
Variable(2)
|
$1,300,946.39
|
August
25, 2037
|
|
|
I-3-A
|
Variable(2)
|
$1,455,789.57
|
August
25, 2037
|
|
|
I-3-B
|
Variable(2)
|
$1,455,789.57
|
August
25, 2037
|
|
|
I-4-A
|
Variable(2)
|
$1,608,082.20
|
August
25, 2037
|
|
|
I-4-B
|
Variable(2)
|
$1,608,082.20
|
August
25, 2037
|
|
|
I-5-A
|
Variable(2)
|
$1,757,317.65
|
August
25, 2037
|
|
|
I-5-B
|
Variable(2)
|
$1,757,317.65
|
August
25, 2037
|
|
|
I-6-A
|
Variable(2)
|
$1,902,994.28
|
August
25, 2037
|
|
|
I-6-B
|
Variable(2)
|
$1,902,994.28
|
August
25, 2037
|
|
|
I-7-A
|
Variable(2)
|
$2,044,539.06
|
August
25, 2037
|
|
|
I-7-B
|
Variable(2)
|
$2,044,539.06
|
August
25, 2037
|
|
|
I-8-A
|
Variable(2)
|
$2,181,100.62
|
August
25, 2037
|
|
|
I-8-B
|
Variable(2)
|
$2,181,100.62
|
August
25, 2037
|
|
|
I-9-A
|
Variable(2)
|
$2,311,731.63
|
August
25, 2037
|
|
|
I-9-B
|
Variable(2)
|
$2,311,731.63
|
August
25, 2037
|
|
|
I-10-A
|
Variable(2)
|
$2,430,202.51
|
August
25, 2037
|
|
|
I-10-B
|
Variable(2)
|
$2,430,202.51
|
August
25, 2037
|
|
|
I-11-A
|
Variable(2)
|
$2,405,012.38
|
August
25, 2037
|
|
|
I-11-B
|
Variable(2)
|
$2,405,012.38
|
August
25, 2037
|
|
|
I-12-A
|
Variable(2)
|
$2,361,597.51
|
August
25, 2037
|
|
|
I-12-B
|
Variable(2)
|
$2,361,597.51
|
August
25, 2037
|
|
|
I-13-A
|
Variable(2)
|
$2,318,964.50
|
August
25, 2037
|
|
|
I-13-B
|
Variable(2)
|
$2,318,964.50
|
August
25, 2037
|
|
|
I-14-A
|
Variable(2)
|
$2,277,099.26
|
August
25, 2037
|
|
|
I-14-B
|
Variable(2)
|
$2,277,099.26
|
August
25, 2037
|
|
|
I-15-A
|
Variable(2)
|
$2,235,987.99
|
August
25, 2037
|
|
|
I-15-B
|
Variable(2)
|
$2,235,987.99
|
August
25, 2037
|
|
|
I-16-A
|
Variable(2)
|
$2,195,617.10
|
August
25, 2037
|
|
|
I-16-B
|
Variable(2)
|
$2,195,617.10
|
August
25, 2037
|
|
|
I-17-A
|
Variable(2)
|
$2,155,973.27
|
August
25, 2037
|
|
|
I-17-B
|
Variable(2)
|
$2,155,973.27
|
August
25, 2037
|
|
|
I-18-A
|
Variable(2)
|
$2,117,043.41
|
August
25, 2037
|
|
|
I-18-B
|
Variable(2)
|
$2,117,043.41
|
August
25, 2037
|
|
|
I-19-A
|
Variable(2)
|
$2,090,205.50
|
August
25, 2037
|
|
|
I-19-B
|
Variable(2)
|
$2,090,205.50
|
August
25, 2037
|
|
|
I-20-A
|
Variable(2)
|
$2,083,813.15
|
August
25, 2037
|
|
|
I-20-B
|
Variable(2)
|
$2,083,813.15
|
August
25, 2037
|
|
|
I-21-A
|
Variable(2)
|
$2,274,021.06
|
August
25, 2037
|
|
|
I-21-B
|
Variable(2)
|
$2,274,021.06
|
August
25, 2037
|
|
|
I-22-A
|
Variable(2)
|
$6,005,621.74
|
August
25, 2037
|
|
|
I-22-B
|
Variable(2)
|
$6,005,621.74
|
August
25, 2037
|
|
|
I-23-A
|
Variable(2)
|
$5,628,730.50
|
August
25, 2037
|
|
|
I-23-B
|
Variable(2)
|
$5,628,730.50
|
August
25, 2037
|
|
|
I-24-A
|
Variable(2)
|
$5,245,801.49
|
August
25, 2037
|
|
|
I-24-B
|
Variable(2)
|
$5,245,801.49
|
August
25, 2037
|
|
|
I-25-A
|
Variable(2)
|
$4,889,859.18
|
August
25, 2037
|
|
|
I-25-B
|
Variable(2)
|
$4,889,859.18
|
August
25, 2037
|
|
|
I-26-A
|
Variable(2)
|
$4,557,747.69
|
August
25, 2037
|
|
|
I-26-B
|
Variable(2)
|
$4,557,747.69
|
August
25, 2037
|
|
|
I-27-A
|
Variable(2)
|
$4,235,642.68
|
August
25, 2037
|
|
|
I-27-B
|
Variable(2)
|
$4,235,642.68
|
August
25, 2037
|
|
|
I-28-A
|
Variable(2)
|
$3,702,721.43
|
August
25, 2037
|
|
|
I-28-B
|
Variable(2)
|
$3,702,721.43
|
August
25, 2037
|
|
|
I-29-A
|
Variable(2)
|
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August
25, 2037
|
|
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I-29-B
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Variable(2)
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August
25, 2037
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I-30-A
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Variable(2)
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$2,875,994.48
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August
25, 2037
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I-30-B
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Variable(2)
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$2,875,994.48
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August
25, 2037
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I-31-A
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Variable(2)
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August
25, 2037
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I-31-B
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Variable(2)
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August
25, 2037
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I-32-A
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Variable(2)
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August
25, 2037
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I-32-B
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Variable(2)
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August
25, 2037
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I-33-A
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Variable(2)
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August
25, 2037
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I-33-B
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Variable(2)
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August
25, 2037
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I-34-A
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Variable(2)
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August
25, 2037
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I-34-B
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Variable(2)
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August
25, 2037
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I-35-A
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Variable(2)
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August
25, 2037
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I-35-B
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Variable(2)
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August
25, 2037
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I-36-A
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Variable(2)
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$1,482,420.54
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August
25, 2037
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I-36-B
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Variable(2)
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$1,482,420.54
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August
25, 2037
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I-37-A
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Variable(2)
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$1,337,681.11
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August
25, 2037
|
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I-37-B
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Variable(2)
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$1,337,681.11
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August
25, 2037
|
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I-38-A
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Variable(2)
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$1,208,609.64
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August
25, 2037
|
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I-38-B
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Variable(2)
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$1,208,609.64
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August
25, 2037
|
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I-39-A
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Variable(2)
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$1,096,296.75
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August
25, 2037
|
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I-39-B
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Variable(2)
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$1,096,296.75
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August
25, 2037
|
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I-40-A
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Variable(2)
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$1,072,257.38
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August
25, 2037
|
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I-40-B
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Variable(2)
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$1,072,257.38
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August
25, 2037
|
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I-41-A
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Variable(2)
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$1,049,696.70
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August
25, 2037
|
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I-41-B
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Variable(2)
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$1,049,696.70
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August
25, 2037
|
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I-42-A
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Variable(2)
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$1,027,621.80
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August
25, 2037
|
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I-42-B
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Variable(2)
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$1,027,621.80
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August
25, 2037
|
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I-43-A
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Variable(2)
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$1,006,022.02
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August
25, 2037
|
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I-43-B
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Variable(2)
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$1,006,022.02
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August
25, 2037
|
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I-44-A
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Variable(2)
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$984,886.89
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August
25, 2037
|
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I-44-B
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Variable(2)
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$984,886.89
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August
25, 2037
|
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I-45-A
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Variable(2)
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August
25, 2037
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I-45-B
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Variable(2)
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$964,206.19
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August
25, 2037
|
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I-46-A
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Variable(2)
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$943,969.95
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August
25, 2037
|
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I-46-B
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Variable(2)
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$943,969.95
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August
25, 2037
|
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I-47-A
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Variable(2)
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$924,168.39
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August
25, 2037
|
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I-47-B
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Variable(2)
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$924,168.39
|
August
25, 2037
|
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I-48-A
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Variable(2)
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$22,814,132.57
|
August
25, 2037
|
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I-48-B
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Variable(2)
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$22,814,132.57
|
August
25, 2037
|
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I-49-A
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Variable(2)
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$361,002.15
|
August
25, 2037
|
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I-49-B
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Variable(2)
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$361,002.15
|
August
25, 2037
|
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I-50-A
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Variable(2)
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$354,963.62
|
August
25, 2037
|
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I-50-B
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Variable(2)
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$354,963.62
|
August
25, 2037
|
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I-51-A
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Variable(2)
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$349,025.20
|
August
25, 2037
|
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I-51-B
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Variable(2)
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$349,025.20
|
August
25, 2037
|
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I-52-A
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Variable(2)
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$343,185.24
|
August
25, 2037
|
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I-52-B
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Variable(2)
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$343,185.24
|
August
25, 2037
|
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I-53-A
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Variable(2)
|
$337,442.12
|
August
25, 2037
|
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I-53-B
|
Variable(2)
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$337,442.12
|
August
25, 2037
|
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I-54-A
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Variable(2)
|
$331,794.25
|
August
25, 2037
|
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I-54-B
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Variable(2)
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$331,794.25
|
August
25, 2037
|
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I-55-A
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Variable(2)
|
$326,240.03
|
August
25, 2037
|
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I-55-B
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Variable(2)
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$326,240.03
|
August
25, 2037
|
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I-56-A
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Variable(2)
|
$320,777.95
|
August
25, 2037
|
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I-56-B
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Variable(2)
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$320,777.95
|
August
25, 2037
|
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I-57-A
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Variable(2)
|
$315,406.46
|
August
25, 2037
|
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I-57-B
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Variable(2)
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$315,406.46
|
August
25, 2037
|
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I-58-A
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Variable(2)
|
$310,124.08
|
August
25, 2037
|
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I-58-B
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Variable(2)
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$310,124.08
|
August
25, 2037
|
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I-59-A
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Variable(2)
|
$304,929.34
|
August
25, 2037
|
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I-59-B
|
Variable(2)
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$304,929.34
|
August
25, 2037
|
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I-60-A
|
Variable(2)
|
$17,568,125.71
|
August
25, 2037
|
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I-60-B
|
Variable(2)
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$17,568,125.71
|
August
25, 2037
|
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II-1-A
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Variable(2)
|
$1,548,866.23
|
August
25, 2037
|
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II-1-B
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Variable(2)
|
$1,548,866.23
|
August
25, 2037
|
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II-2-A
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Variable(2)
|
$1,761,261.71
|
August
25, 2037
|
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II-2-B
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Variable(2)
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$1,761,261.71
|
August
25, 2037
|
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II-3-A
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Variable(2)
|
$1,970,893.22
|
August
25, 2037
|
|
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II-3-B
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Variable(2)
|
$1,970,893.22
|
August
25, 2037
|
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II-4-A
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Variable(2)
|
$2,177,071.72
|
August
25, 2037
|
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II-4-B
|
Variable(2)
|
$2,177,071.72
|
August
25, 2037
|
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II-5-A
|
Variable(2)
|
$2,379,111.32
|
August
25, 2037
|
|
|
II-5-B
|
Variable(2)
|
$2,379,111.32
|
August
25, 2037
|
|
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II-6-A
|
Variable(2)
|
$2,576,332.88
|
August
25, 2037
|
|
|
II-6-B
|
Variable(2)
|
$2,576,332.88
|
August
25, 2037
|
|
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II-7-A
|
Variable(2)
|
$2,767,960.60
|
August
25, 2037
|
|
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II-7-B
|
Variable(2)
|
$2,767,960.60
|
August
25, 2037
|
|
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II-8-A
|
Variable(2)
|
$2,952,841.90
|
August
25, 2037
|
|
|
II-8-B
|
Variable(2)
|
$2,952,841.90
|
August
25, 2037
|
|
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II-9-A
|
Variable(2)
|
$3,129,694.21
|
August
25, 2037
|
|
|
II-9-B
|
Variable(2)
|
$3,129,694.21
|
August
25, 2037
|
|
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II-10-A
|
Variable(2)
|
$3,290,083.78
|
August
25, 2037
|
|
|
II-10-B
|
Variable(2)
|
$3,290,083.78
|
August
25, 2037
|
|
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II-11-A
|
Variable(2)
|
$3,255,980.60
|
August
25, 2037
|
|
|
II-11-B
|
Variable(2)
|
$3,255,980.60
|
August
25, 2037
|
|
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II-12-A
|
Variable(2)
|
$3,197,204.19
|
August
25, 2037
|
|
|
II-12-B
|
Variable(2)
|
$3,197,204.19
|
August
25, 2037
|
|
|
II-13-A
|
Variable(2)
|
$3,139,486.30
|
August
25, 2037
|
|
|
II-13-B
|
Variable(2)
|
$3,139,486.30
|
August
25, 2037
|
|
|
II-14-A
|
Variable(2)
|
$3,082,807.83
|
August
25, 2037
|
|
|
II-14-B
|
Variable(2)
|
$3,082,807.83
|
August
25, 2037
|
|
|
II-15-A
|
Variable(2)
|
$3,027,150.12
|
August
25, 2037
|
|
|
II-15-B
|
Variable(2)
|
$3,027,150.12
|
August
25, 2037
|
|
|
II-16-A
|
Variable(2)
|
$2,972,494.76
|
August
25, 2037
|
|
|
II-16-B
|
Variable(2)
|
$2,972,494.76
|
August
25, 2037
|
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II-17-A
|
Variable(2)
|
$2,918,823.70
|
August
25, 2037
|
|
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II-17-B
|
Variable(2)
|
$2,918,823.70
|
August
25, 2037
|
|
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II-18-A
|
Variable(2)
|
$2,866,119.25
|
August
25, 2037
|
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II-18-B
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Variable(2)
|
$2,866,119.25
|
August
25, 2037
|
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II-19-A
|
Variable(2)
|
$2,829,785.24
|
August
25, 2037
|
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II-19-B
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Variable(2)
|
$2,829,785.24
|
August
25, 2037
|
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II-20-A
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Variable(2)
|
$2,821,131.09
|
August
25, 2037
|
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II-20-B
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Variable(2)
|
$2,821,131.09
|
August
25, 2037
|
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II-21-A
|
Variable(2)
|
$3,078,640.47
|
August
25, 2037
|
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II-21-B
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Variable(2)
|
$3,078,640.47
|
August
25, 2037
|
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II-22-A
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Variable(2)
|
$8,130,597.61
|
August
25, 2037
|
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II-22-B
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Variable(2)
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$8,130,597.61
|
August
25, 2037
|
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II-23-A
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Variable(2)
|
$7,620,350.52
|
August
25, 2037
|
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II-23-B
|
Variable(2)
|
$7,620,350.52
|
August
25, 2037
|
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II-24-A
|
Variable(2)
|
$7,101,929.31
|
August
25, 2037
|
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II-24-B
|
Variable(2)
|
$7,101,929.31
|
August
25, 2037
|
|
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II-25-A
|
Variable(2)
|
$6,620,043.53
|
August
25, 2037
|
|
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II-25-B
|
Variable(2)
|
$6,620,043.53
|
August
25, 2037
|
|
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II-26-A
|
Variable(2)
|
$6,170,420.66
|
August
25, 2037
|
|
|
II-26-B
|
Variable(2)
|
$6,170,420.66
|
August
25, 2037
|
|
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II-27-A
|
Variable(2)
|
$5,734,344.86
|
August
25, 2037
|
|
|
II-27-B
|
Variable(2)
|
$5,734,344.86
|
August
25, 2037
|
|
|
II-28-A
|
Variable(2)
|
$5,012,859.50
|
August
25, 2037
|
|
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II-28-B
|
Variable(2)
|
$5,012,859.50
|
August
25, 2037
|
|
|
II-29-A
|
Variable(2)
|
$4,406,370.94
|
August
25, 2037
|
|
|
II-29-B
|
Variable(2)
|
$4,406,370.94
|
August
25, 2037
|
|
|
II-30-A
|
Variable(2)
|
$3,893,610.83
|
August
25, 2037
|
|
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II-30-B
|
Variable(2)
|
$3,893,610.83
|
August
25, 2037
|
|
|
II-31-A
|
Variable(2)
|
$3,457,072.10
|
August
25, 2037
|
|
|
II-31-B
|
Variable(2)
|
$3,457,072.10
|
August
25, 2037
|
|
|
II-32-A
|
Variable(2)
|
$3,082,920.00
|
August
25, 2037
|
|
|
II-32-B
|
Variable(2)
|
$3,082,920.00
|
August
25, 2037
|
|
|
II-33-A
|
Variable(2)
|
$2,758,458.67
|
August
25, 2037
|
|
|
II-33-B
|
Variable(2)
|
$2,758,458.67
|
August
25, 2037
|
|
|
II-34-A
|
Variable(2)
|
$2,475,289.31
|
August
25, 2037
|
|
|
II-34-B
|
Variable(2)
|
$2,475,289.31
|
August
25, 2037
|
|
|
II-35-A
|
Variable(2)
|
$2,227,079.74
|
August
25, 2037
|
|
|
II-35-B
|
Variable(2)
|
$2,227,079.74
|
August
25, 2037
|
|
|
II-36-A
|
Variable(2)
|
$2,006,947.06
|
August
25, 2037
|
|
|
II-36-B
|
Variable(2)
|
$2,006,947.06
|
August
25, 2037
|
|
|
II-37-A
|
Variable(2)
|
$1,810,994.32
|
August
25, 2037
|
|
|
II-37-B
|
Variable(2)
|
$1,810,994.32
|
August
25, 2037
|
|
|
II-38-A
|
Variable(2)
|
$1,636,253.34
|
August
25, 2037
|
|
|
II-38-B
|
Variable(2)
|
$1,636,253.34
|
August
25, 2037
|
|
|
II-39-A
|
Variable(2)
|
$1,484,200.65
|
August
25, 2037
|
|
|
II-39-B
|
Variable(2)
|
$1,484,200.65
|
August
25, 2037
|
|
|
II-40-A
|
Variable(2)
|
$1,451,655.42
|
August
25, 2037
|
|
|
II-40-B
|
Variable(2)
|
$1,451,655.42
|
August
25, 2037
|
|
|
II-41-A
|
Variable(2)
|
$1,421,112.06
|
August
25, 2037
|
|
|
II-41-B
|
Variable(2)
|
$1,421,112.06
|
August
25, 2037
|
|
|
II-42-A
|
Variable(2)
|
$1,391,226.37
|
August
25, 2037
|
|
|
II-42-B
|
Variable(2)
|
$1,391,226.37
|
August
25, 2037
|
|
|
II-43-A
|
Variable(2)
|
$1,361,983.91
|
August
25, 2037
|
|
|
II-43-B
|
Variable(2)
|
$1,361,983.91
|
August
25, 2037
|
|
|
II-44-A
|
Variable(2)
|
$1,333,370.51
|
August
25, 2037
|
|
|
II-44-B
|
Variable(2)
|
$1,333,370.51
|
August
25, 2037
|
|
|
II-45-A
|
Variable(2)
|
$1,305,372.34
|
August
25, 2037
|
|
|
II-45-B
|
Variable(2)
|
$1,305,372.34
|
August
25, 2037
|
|
|
II-46-A
|
Variable(2)
|
$1,277,975.89
|
August
25, 2037
|
|
|
II-46-B
|
Variable(2)
|
$1,277,975.89
|
August
25, 2037
|
|
|
II-47-A
|
Variable(2)
|
$1,251,167.92
|
August
25, 2037
|
|
|
II-47-B
|
Variable(2)
|
$1,251,167.92
|
August
25, 2037
|
|
|
II-48-A
|
Variable(2)
|
$30,886,482.64
|
August
25, 2037
|
|
|
II-48-B
|
Variable(2)
|
$30,886,482.64
|
August
25, 2037
|
|
|
II-49-A
|
Variable(2)
|
$488,735.94
|
August
25, 2037
|
|
|
II-49-B
|
Variable(2)
|
$488,735.94
|
August
25, 2037
|
|
|
II-50-A
|
Variable(2)
|
$480,560.79
|
August
25, 2037
|
|
|
II-50-B
|
Variable(2)
|
$480,560.79
|
August
25, 2037
|
|
|
II-51-A
|
Variable(2)
|
$472,521.17
|
August
25, 2037
|
|
|
II-51-B
|
Variable(2)
|
$472,521.17
|
August
25, 2037
|
|
|
II-52-A
|
Variable(2)
|
$464,614.86
|
August
25, 2037
|
|
|
II-52-B
|
Variable(2)
|
$464,614.86
|
August
25, 2037
|
|
|
II-53-A
|
Variable(2)
|
$456,839.64
|
August
25, 2037
|
|
|
II-53-B
|
Variable(2)
|
$456,839.64
|
August
25, 2037
|
|
|
II-54-A
|
Variable(2)
|
$449,193.37
|
August
25, 2037
|
|
|
II-54-B
|
Variable(2)
|
$449,193.37
|
August
25, 2037
|
|
|
II-55-A
|
Variable(2)
|
$441,673.91
|
August
25, 2037
|
|
|
II-55-B
|
Variable(2)
|
$441,673.91
|
August
25, 2037
|
|
|
II-56-A
|
Variable(2)
|
$434,279.17
|
August
25, 2037
|
|
|
II-56-B
|
Variable(2)
|
$434,279.17
|
August
25, 2037
|
|
|
II-57-A
|
Variable(2)
|
$427,007.08
|
August
25, 2037
|
|
|
II-57-B
|
Variable(2)
|
$427,007.08
|
August
25, 2037
|
|
|
II-58-A
|
Variable(2)
|
$419,855.64
|
August
25, 2037
|
|
|
II-58-B
|
Variable(2)
|
$419,855.64
|
August
25, 2037
|
|
|
II-59-A
|
Variable(2)
|
$412,822.83
|
August
25, 2037
|
|
|
II-59-B
|
Variable(2)
|
$412,822.83
|
August
25, 2037
|
|
|
II-60-A
|
Variable(2)
|
$23,784,275.29
|
August
25, 2037
|
|
|
II-60-B
|
Variable(2)
|
$23,784,275.29
|
August
25, 2037
|
|
|
P
|
0.00%
|
$100.00
|
August
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 Trustee shall 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. 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)
|
$
|
347,225,552.42
|
August
25, 2037
|
|||
|
I-A-1
|
Variable(2)
|
$
|
914,175.00
|
August
25, 2037
|
|||
|
I-A-2
|
Variable(2)
|
$
|
161,330.00
|
August
25, 2037
|
|||
|
II-A
|
Variable(2)
|
$
|
1,456,050.00
|
August
25, 2037
|
|||
|
M-1
|
Variable(2)
|
$
|
184,240.00
|
August
25, 2037
|
|||
|
M-2
|
Variable(2)
|
$
|
93,895.00
|
August
25, 2037
|
|||
|
M-3
|
Variable(2)
|
$
|
72,635.00
|
August
25, 2037
|
|||
|
M-4
|
Variable(2)
|
$
|
65,550.00
|
August
25, 2037
|
|||
|
M-5
|
Variable(2)
|
$
|
69,090.00
|
August
25, 2037
|
|||
|
M-6
|
Variable(2)
|
$
|
58,460.00
|
August
25, 2037
|
|||
|
M-7
|
Variable(2)
|
$
|
60,235.00
|
August
25, 2037
|
|||
|
M-8
|
Variable(2)
|
$
|
62,005.00
|
August
25, 2037
|
|||
|
M-9
|
Variable(2)
|
$
|
44,285.00
|
August
25, 2037
|
|||
|
ZZ
|
Variable(2)
|
$
|
3,844,285.76
|
August
25, 2037
|
|||
|
IO
|
(2)
|
(3)
|
August
25, 2037
|
||||
|
P
|
0.00
|
%
|
$
|
100.00
|
August
25, 2037
|
||
|
1-Sub
|
Variable(2)
|
$
|
8,595.02
|
August
25, 2037
|
|||
|
1-Grp
|
Variable(2)
|
$
|
30,105.12
|
August
25, 2037
|
|||
|
2-Sub
|
Variable(2)
|
$
|
11,636.24
|
August
25, 2037
|
|||
|
2-Grp
|
Variable(2)
|
$
|
40,757.24
|
August
25, 2037
|
|||
|
XX
|
Variable(2)
|
$
|
354,220,694.56
|
August
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.
|
REMIC
III
As
provided herein, the Trustee shall 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 CE Interest, Class P Interest and 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.
Each
Certificate, other than the Class P, Class CE 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 and (ii) the obligation to pay Class IO
Distribution Amounts. 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-1(2)
|
Variable(3)
|
$
|
182,835,000.00
|
August
25, 2037
|
||||
|
I-A-2(2)
|
Variable(3)
|
$
|
32,266,000.00
|
August
25, 2037
|
||||
|
II-A(2)
|
Variable(3)
|
$
|
291,210,000.00
|
August
25, 2037
|
||||
|
M-1(2)
|
Variable(3)
|
$
|
36,848,000.00
|
August
25, 2037
|
||||
|
M-2(2)
|
Variable(3)
|
$
|
18,779,000.00
|
August
25, 2037
|
||||
|
M-3(2)
|
Variable(3)
|
$
|
14,527,000.00
|
August
25, 2037
|
||||
|
M-4(2)
|
Variable(3)
|
$
|
13,110,000.00
|
August
25, 2037
|
||||
|
M-5(2)
|
Variable(3)
|
$
|
13,818,000.00
|
August
25, 2037
|
||||
|
M-6(2)
|
Variable(3)
|
$
|
11,692,000.00
|
August
25, 2037
|
||||
|
M-7(2)
|
Variable(3)
|
$
|
12,047,000.00
|
August
25, 2037
|
||||
|
M-8(2)
|
Variable(3)
|
$
|
12,401,000.00
|
August
25, 2037
|
||||
|
M-9(2)
|
Variable(3)
|
$
|
8,857,000.00
|
August
25, 2037
|
||||
|
Class
CE Interest
|
Variable(3)(4)
|
$
|
60,233,576.36
|
August
25, 2037
|
||||
|
Class
P Interest
|
0.00(5)
|
%
|
$
|
100.00
|
August
25, 2037
|
|||
|
Class
IO Interest
|
(6)
|
(7)
|
August
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 Regular Interest in REMIC
III.
|
|
(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 5.11
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 Certificate
or Class M Certificate will have the same Pass-Through Rate as such
Certificate, except with respect to the Net Rate Cap. The Net Rate
Cap for
each such Regular Interest in REMIC III and Certificate is specified
in
the definition of “Net Rate Cap.”
|
|
(4)
|
The
Class CE Interest will accrue interest at its variable Pass-Through
Rate
on its Uncertificated Notional Amount outstanding from time to time,
which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II
Regular Interests (other than REMIC II Regular Interest P). The Class
CE
Interest will not accrue interest on its Uncertificated Principal
Balance.
|
|
(5)
|
The
Class P Interest is not entitled to distributions in respect of
interest.
|
|
(6)
|
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.
|
|
(7)
|
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 Trustee shall elect to treat the segregated pool of assets
consisting of the Class CE 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. The Class CE 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)
|
|
CE
|
(2)
|
$60,233,576.36
|
August
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 CE
Certificates.
|
|
(2)
|
The
Class CE Certificates will receive 100% of the amounts received in
respect
of the Class CE Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class P 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 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
V created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible Maturity Date(1)
|
|
P
|
0.00%(2)
|
$ 100.00
|
August
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 P
Certificates.
|
|
(2)
|
The
Class P Certificates will receive 100% of the amounts received in
respect
of the Class P Interest.
|
REMIC
VI
As
provided herein, 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 VI”. The Class
R-6 Interest represents the sole class of Residual Interests in REMIC VI 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
VI
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
August
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 VI Regular Interest
IO.
|
|
(2)
|
REMIC
VI Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
VI 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
VI 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 “Bear Xxxxxxx Asset Backed
Securities I Trust 2007-HE6.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2007-HE6” (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 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: As defined in Section 4.18(a)(iii)(D).
Accepted
Master Servicing Practices: With respect to any Mortgage Loan, those
customary mortgage servicing practices of prudent mortgage 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 Trustee or the Master Servicer (except
in its capacity as successor to the Company) or to the Trustee (in its capacity,
if at all, as Successor Master Servicer).
Accepted
Servicing Practices: With respect to each Mortgage Loan, those mortgage
servicing practices and procedures, including prudent collection and loan
administration procedures, and the standard of care (i) employed by prudent
mortgage servicers which service mortgage loans of the same type as the Mortgage
Loans in the jurisdictions in which the related Mortgage Properties are located
or (ii) in accordance with the Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject
to
any variances negotiated with Xxxxxx Mae or Xxxxxxx Mac and subject to the
express provisions of this Agreement. Such standard of care shall not be lower
than that the Master Servicer customarily employs and exercises in servicing
and
administering similar mortgage loans for its own account and shall be in full
compliance with all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The Distribution Account, the Master Servicer Collection Account, the Reserve
Fund, the Swap Account, the Class P Certificate Account, the Swap Collateral
Account and the Protected Account.
Accrual
Period: With respect to the Certificates (other than the Class CE, Class P
and the Residual 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 CE Certificates and the Class
CE
Interest and any Distribution Date, the calendar month immediately preceding
such Distribution Date. All calculations of interest on the Certificates (other
than the Class CE, Class P and the Residual 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 CE Interest and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure: As defined in Section 4.18(a)(iv).
Additional
Disclosure Notification: The form of notice set forth in Exhibit
P.
Additional
Form 10-D Disclosure: As defined in Section 4.18(a)(i).
Additional
Form 10-K Disclosure: As defined in Section 4.18(a)(iii).
Adjustable
Rate Mortgage Loan: Each of the Mortgage Loans identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
Adjustment
Date: With respect to each Adjustable Rate Mortgage Loan, the first day of
the month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date following
the
Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.
Advance:
An advance of delinquent payments of principal or interest in respect of a
Mortgage Loan required to be made by the Company as provided in Section 6.01
hereof.
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.
Amounts
Held for Future Distribution: As to any Distribution Date, the aggregate
amount held in the Protected Account on any date of determination on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
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 and (iii) Liquidation Proceeds, Subsequent Recoveries and
Insurance Proceeds received in respect of such Mortgage Loans after the last
day
of the calendar month immediately preceding such Distribution Date.
Annual
Statement of Compliance: As defined in Section 4.16.
Applied
Realized Loss Amount: With respect to any Distribution Date and a Class of
Class A Certificates and Class M Certificates, the sum of the Realized Losses
with respect to the Mortgage Loans which 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 4.17.
Attesting
Party: As defined in Section 4.17.
Attestation
Report: As defined in Section 4.17.
Back-Up
Certification: As defined in Section 4.18(a)(iii)(G).
Basis
Risk Shortfall Carry Forward Amount: With respect to any Distribution Date
and any Class of Class A Certificates and Class M Certificates, an amount equal
to the sum of (A) if the Pass-Through Rate for such Class for such Distribution
Date is limited to the related Net Rate Cap, 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 the related One-Month LIBOR Pass-Through
Rate, over (b) the amount of Current Interest that such Class received on such
Distribution Date at the related Net Rate Cap for such Distribution Date 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 CE Certificates and Class P 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 cities of New York, New York, Lewisville, Texas,
Chicago, Illinois, Minneapolis, Minnesota or the city in which the Corporate
Trust Office of the Trustee or the principal office of the Company or the Master
Servicer is located as authorized or obligated by law or executive order to
be
closed.
Capitalization
Reimbursement Amount: For any Distribution Date, the aggregate of the
amounts added to the Stated Principal Balances of the Mortgage Loans during
the
preceding calendar month in connection with the modification of such Mortgage
Loans pursuant to Section 5.01(a) which amounts represent unreimbursed Advances
or Servicing Advances owed to the Company or the Master Servicer.
Certificate:
Any one of the certificates of any Class executed and authenticated by the
Trustee in substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin: With respect to the Class I-A-1 Certificates and, for purposes of
the definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
I-A-1, 1.250% per annum.
With
respect to the Class I-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-2, 1.600% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.200% 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, 1.050% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.100% 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, 1.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.250% 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, 1.750% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.625% 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, 2.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.000% 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, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% 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, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% 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, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-7 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-7, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-8 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-8, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-9 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-9, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount: With respect to the Class CE 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 CE Certificates shall be
$708,623,576.36. For federal income tax purposes, the Certificate Notional
Amount of the Class CE Certificates for any Distribution Date shall be an amount
equal to the Uncertificated Notional Amount for the Class CE 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 CE
Certificates and any Class R Certificates) and as of any Distribution Date,
the
Initial Certificate Principal Balance of such Certificate plus, in the case
of a
Class A Certificate and Class M 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 CE Certificates and as of any Distribution Date, an
amount equal to the Uncertificated Principal Balance of the Class CE
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: As defined in Section 4.18(a)(iii)(G).
Certifying
Person: As defined in Section 4.18(a)(iii)(G).
Class:
All Certificates bearing the same Class designation as set forth in Section
7.01
hereof.
Class
A Certificates: Any of the Class I-A-1 Certificates and Class I-A-2
Certificates.
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) 42.90% 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 $3,543,118.
Class
I-A Certificates: Any of the Class I-A-1 Certificates and Class I-A-2
Certificates.
Class
I-A-1 Certificate: Any Certificate designated as a “Class I-A-1 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-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
I-A-2 Certificate: Any Certificate designated as a “Class I-A-2 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-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
I-A Principal Distribution Amount: For any Distribution Date, with respect
to the Class I-A Certificates and any Distribution Date, is 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 Principal Funds for both Loan Groups 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, with respect
to the Class II-A Certificates and any Distribution Date, is 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 Principal Funds for both Loan Groups for such
Distribution Date.
Class
CE Certificate: Any Certificate designated as a “Class CE 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 CE Certificates
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the obligation
to
pay Basis Risk Shortfall Carry Forward Amounts and (iii) the right to receive
Class IO Distribution Amounts.
Class
CE Distribution Amount: With respect to any Distribution Date, the sum of
(i) the Current Interest for the Class CE 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 Certificates and Class M Certificates on such Distribution Date;
provided, however, on any Distribution Date after the Distribution Date on
which
the Certificate Principal Balances of the Class A Certificates and Class M
Certificates have been reduced to zero, the Class CE Distribution Amount shall
include the Overcollateralization Amount.
Class
CE Interest: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the Holders of the Class CE Certificates, evidencing a
Regular Interest in REMIC III for purposes of the REMIC Provisions.
Class
IO Distribution Amount: As defined in Section 5.11 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall equal
the amount payable to the Swap Administrator pursuant to the first and second
sentences of Section 5.11(c) on such Distribution Date in excess of the amount
payable on REMIC VI Regular Interest IO on such Distribution Date, all as
further provided in Section 5.11 hereof.
Class
IO Interest: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the holders of REMIC VI Regular Interest IO, evidencing
a
Regular Interest in REMIC III 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, Class M-6, Class M-7, Class M-8 and Class M-9 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 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 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) 53.30% 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 the prior calendar month)
minus $$3,543,118.
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 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
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) 58.60% 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 $$3,543,118.
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 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 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) 62.70% 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 $$3,543,118.
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 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 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) 66.40% 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 $$3,543,118.
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 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 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) 70.30% 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 the prior
calendar month) minus $$3,543,118.
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 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 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) 73.60% 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 $$3,543,118.
Class
M-7 Certificate: Any Certificate designated as a “Class M-7 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-7 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-7 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 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 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 M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 77.00% 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 $$3,543,118.
Class
M-8 Certificate: Any Certificate designated as a “Class M-8 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-8 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-8 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 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,
the
Class M-6 Principal Distribution Amount and the Class M-7 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 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), (8) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (9) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 80.50% 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 $$3,543,118.
Class
M-9 Certificate: Any Certificate designated as a “Class M-9 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-9 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-9 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 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,
the
Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution
Amount and the Class M-8 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
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), (8) the Certificate Principal Balance of
the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date) and (10) the Certificate Principal Balance of the Class
M-9
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 83.00% 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 $$3,543,118.
Class
P Certificate: Any Certificate designated as a “Class P 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 P Certificates
as
set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii)
the
right to receive any Prepayment Charge Waiver Amounts.
Class
P Interest: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class P Certificates, evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
Class
P Certificate Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 5.10 in the name of the Trustee for the
benefit of the Class P Certificateholders.
Class
R Certificate: Any of the Class R-1, Class R-2, Class R-3 and 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, Class R-5 Interest and Class R-6 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
R-6 Interest: The uncertificated Residual Interest in REMIC VI.
Closing
Date: August 30, 2007.
Code:
The Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The U.S. Securities and Exchange Commission.
Company:
EMC in its capacity as servicer, and its successors and assigns.
Compensating
Interest: An amount, not to exceed the Servicing Fee, to be deposited in the
Protected Account by the Company to the payment of a Prepayment Interest
Shortfall on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office: The designated office of the Trustee where at any particular
time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000
Attention: Global Securities and Trust Services - Bear Xxxxxxx Asset Backed
Securities I LLC, Series 2007-HE6, or at such other address as the Trustee
may
designate from time to time.
Corresponding
Certificate: With respect to each REMIC II Regular Interest (other than
REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P),
the Certificate with the corresponding designation. With respect to each REMIC
III Regular Interest (other than the Class CE Interest, the Class P Interest
and
the Class IO Interest), the related Certificate representing an ownership
therein.
Current
Interest: As of any Distribution Date, with respect to the Certificates and
interests of each class (other than the Class P Certificates, Class P Interest,
the Residual Interests and the Residual Certificates), (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
CE Certificates and the Class CE 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 Certificates and
Class M Certificates on a pro rata basis 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 (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: An agreement, dated as of August 30, 2007, among the Depositor,
EMC, as a Seller, as Company and as Master Servicer, Master Funding as a Seller,
the Trustee and the Custodian in substantially the form of Exhibit J
hereto.
Custodian:
LaSalle Bank National Association, or any successor custodian appointed pursuant
to the provisions hereof and the Custodial Agreement.
Cut-off
Date: August 1, 2007.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid principal
balance thereof 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 $708,623,576.36.
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.
Delinquency
Event: A Delinquency Event shall have occurred and be continuing if at any
time, (x) the percent equivalent (the “Delinquency Percentage”) of a fraction,
the numerator of which is the aggregate Stated Principal Balance of the Mortgage
Loans that are 60 days or more Delinquent (including for this purpose any such
Mortgage Loans which were repurchased from the Trust by any party for a reason
other than a breach of representations and warranties under the Mortgage Loan
Purchase Agreement, Mortgage Loans which were substituted by the Seller and
Mortgage Loans which
have been subject to a Servicing Modification after the Cut-off Date, in
each case during the period which includes the previous twelve Distribution
Dates, and Mortgage Loans with respect to which the related Mortgaged Property
is REO Property) and Mortgage Loans in bankruptcy and foreclosure, and the
denominator of which is (i) the aggregate Stated Principal Balance of all 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) Mortgage Loans which were
repurchased from the Trust for a reason other than a breach of representations
and warranties under the Mortgage Loan Purchase Agreement during the period
which includes the previous twelve Distribution Dates, exceeds (y) 43.03% of
the
Current Specified Enhancement Percentage.
Delinquent:
The delinquency method used for calculations with respect to the Mortgage Loans
will be in accordance with the methodology used by lenders regulated by the
Office of Thrift Supervision. Under this method, a mortgage loan is considered
“30 days or more Delinquent” if the borrower fails to make a scheduled payment
prior to the close of business on the mortgage loan’s first succeeding due
date. For example, if a securitization had a closing date occurring
in August and a cut-off date of August 1, a mortgage loan with a payment due
on
July 1 that remained unpaid as of the close of business on July 31 would not
be
described as 30 days delinquent as of the cut-off date. Such mortgage loan
with
a payment due on June 1 that remained unpaid as of the close of business on
July
31 would be described as 30 days delinquent as of the cut-off date. A mortgage
loan would be considered “60 days or more Delinquent” with respect to such
scheduled payment if such scheduled payment were not made prior to the close
of
business on the mortgage loan’s second succeeding due date (or, in the preceding
example, if the mortgage loan with a payment due on May 1 remained unpaid as
of
the close of business on July 31). Similarly for “90 days or more Delinquent”
and so on. Unless otherwise specified, with respect to any date of
determination, determinations of delinquency are made as of the last day of
the
prior calendar month.
Denomination:
With respect to each Certificate, the amount set forth on the face thereof
as
the “Initial Certificate Principal Balance or Initial Certificate Notional
Amount of this Certificate”.
Depositor:
Bear Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability
company, or its successor in interest.
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.
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 separate Eligible Account created and maintained by the Trustee
pursuant to Section 5.08 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE6”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
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 September 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 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; provided,
that following a downgrade, withdrawal, or suspension of such institution’s
rating as set forth above, each account shall promptly (and in any case within
not more than 30 calendar days) be moved to one or more segregated trust
accounts in the trust department of such institution, or to an account at
another institution that complies with the above requirements, or (ii) 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 (iii)
any other account acceptable to the Rating Agencies, as evidenced in writing.
Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee. Notwithstanding
Section 12.01, this Agreement may be amended to reduce the rating requirements
in clause (i) above, without the consent of any of the Certificateholders,
provided that 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.
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.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates: Any of the Class CE, Class P and Residual
Certificates.
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.
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 Certificates and Class M 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: Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
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 (formally, Federal National Mortgage Association), or any
successor thereto.
Final
Certification: The certification 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 (on
its own behalf as a Seller and on behalf of Master Funding) pursuant to or
as
contemplated by Section 2.03(e) or Section 11.01), a determination made by
the
Company that all Insurance Proceeds, Liquidation Proceeds and other payments
or
recoveries which the Company, 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, of each Final Recovery Determination made thereby.
FIRREA:
The Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
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.
Fitch:
Fitch, Inc. and any successor thereto.
Form
8-K Disclosure Information: As defined in Section 4.18(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).
Gross
Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
Group
I Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Group
I Principal Distribution Amount: With respect to any Distribution Date, the
product of the Principal Distribution Amount for such Distribution Date 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
both Loan Groups for such Distribution Date.
Group
II Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Group
II Principal Distribution Amount: With respect to any Distribution Date, the
product of the Principal Distribution Amount for such Distribution Date 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
both Loan Groups for such Distribution Date.
Indemnified
Persons: The Trustee, the Master Servicer, the Company and the Trust Fund
and their officers, directors, agents and employees and, with respect to the
Trustee, any separate co-trustee and its officers, directors, agents and
employees.
Index:
With respect to each Adjustable Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate: Any Private Certificate registered in the name of the Holder
other than the Depository or its nominee.
Initial
Certification: The certification substantially in the form of Exhibit One to
the Custodial Agreement.
Initial
Certificate Principal Balance: With respect to any Certificate, 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 or any other insurance policy covering a Mortgage Loan, to
the
extent such proceeds are payable to the mortgagee under the Mortgage, the
Company 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 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 CE, Class P 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 Loan Group and any Distribution Date (1) the
sum, without duplication, of (a) all scheduled interest during the related
Due
Period with respect to the related Mortgage Loans less the Servicing Fee, the
Trustee Fee and the LPMI Fee, if any, (b) all Advances relating to interest
with
respect to the related Mortgage Loans remitted by the Company or Master
Servicer, as applicable, on or prior to the Remittance Date or Distribution
Account Deposit Date, as applicable, (c) all Compensating Interest with respect
to the related Mortgage Loans and required to be remitted by the Company
pursuant to this Agreement with respect to such Distribution Date, (d) Net
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries with respect
to the related Mortgage Loans collected during the prior calendar month (to
the
extent such Net Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries relate to interest) less all non-recoverable Advances related to
interest and certain expenses reimbursed during the prior calendar month, in
each case with respect to the Mortgage Loans in the related Loan Group, (e)
all
amounts in the related Loan Group relating to interest with respect to each
Mortgage Loan repurchased by EMC (on its own behalf as Seller and on behalf
of
Master Funding) pursuant to Sections 2.02 and 2.03 and by EMC pursuant to
Section 4.21, in each case to the extent remitted to the Distribution Account
pursuant to this Agreement and (f) the interest portion of any proceeds received
from the exercise of an Optional Termination, minus (2) (i) all amounts relating
to interest required to be reimbursed pursuant to Sections 5.02, 5.05 and 5.07
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 other
than to the extent already paid by the Swap Administrator from any upfront
payment received pursuant to any replacement interest rate swap agreements
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 substantially in the form of Exhibit Two to
the Custodial Agreement.
LaSalle:
LaSalle Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date: Solely for purposes of the face of the
Certificates as follows: with respect to the Certificates, other than the Class
I-A-1 Certificates, the Distribution Date in June 2037; with respect to the
Class I-A-1 Certificates, the Distribution Date in August 2037.
Latest
Possible Maturity Date: With respect to the Certificates, August 25, 2037,
which is 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,
REMIC
V and REMIC VI 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 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.
Loan-to-Value
Ratio: The fraction, expressed as a percentage, the numerator of which is
the original principal balance of the related Mortgage Loan and the denominator
of which is the Appraised Value of the related Mortgaged Property.
Loan
Group: Any of Loan Group I or Loan Group II.
Loan
Group I: The group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II: The group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loss
Allocation Limitation: The meaning specified in Section 6.05(b)
hereof.
LPMI
Fee: The fee payable to the insurer for each Mortgage Loan subject to an
LPMI Policy as set forth in such LPMI Policy and on the Mortgage Loan
Schedule.
LPMI
Policy: A policy of mortgage guaranty insurance issued by an insurer meeting
the requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Company or the
related subservicer of the related Mortgage Loan is responsible for the payment
of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder: The Holder of a 50.01% or greater Percentage
Interest in the Class CE Certificates.
Marker
Rate: With respect to the Class CE 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, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), with the
rate on each such REMIC II Regular Interest (other than REMIC II Regular
Interest ZZ) subject to a cap equal to the lesser of (i) the One-Month LIBOR
Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate Cap
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, 1-Sub, 1-Grp, 2-Sub,
2-Grp, XX, IO and P) 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
Funding: Master Funding LLC, a Delaware limited liability company, and its
successors and assigns, in its capacity as the seller of the Master Funding
Mortgage Loans to the Depositor.
Master
Funding Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Master Funding is the applicable
Seller.
Master
Servicer: As of the Closing Date, EMC and, thereafter, its respective
successors in interest who meet the qualifications of this
Agreement.
Master
Servicer Collection Account: The trust account or accounts created and
maintained pursuant to Section 5.01, which shall be denominated “EMC Mortgage
Corporation, as Master Servicer for the benefit of the LaSalle Bank National
Association, in trust for registered Holders of Bear Xxxxxxx Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2007-HE6 – Master Servicer
Collection Account.” The Master Servicer Collection Account shall be an Eligible
Account.
Master
Servicing Compensation: For any Distribution Date, the sum of all income and
gain net of losses, realized from any investment of funds in the Master Servicer
Collection Account.
Maximum
Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
Maximum
Probable Exposure: With respect to each Distribution Date, 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 Trustee and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount: With respect to any
Distribution Date, the excess, if any, 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, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), with the rate on each such
REMIC II Regular Interest subject to a cap equal to the lesser of (x) the
One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (y)
the
Net Rate Cap 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, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) 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.
Minimum
Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
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 delivered to the Certificateholders 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 first or second
lien
on or first 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
Loans: Such of the Mortgage Loans transferred and assigned to the Trustee
pursuant to the provisions hereof, as from time to time are held as a part
of
the Trust Fund (including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other
acquisition of title of the related Mortgaged Property. Any mortgage loan that
was intended by the parties hereto to be transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule which is in fact not so transferred
for
any reason including, without limitation, a breach of the representation
contained in Section 2.03(c)(v) hereof, shall continue to be a Mortgage Loan
hereunder until the Purchase Price with respect thereto has been paid to the
Trust Fund.
Mortgage
Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
August 30, 2007, among EMC, as a seller, Master Funding, as a 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
Loan Schedule: The list of Mortgage Loans (as from time to time amended by
the Seller 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 initial Mortgage Loan Schedule
being
attached hereto as Exhibit B 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
Trustee Fee Rate; if applicable;
(f)
the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i)
the
maturity date;
(j)
the
stated original term to maturity;
(k)
the
stated remaining term to maturity;
(l)
the
original Principal Balance;
(m)
the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r)
the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t)
the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w)
the
Periodic Rate Cap, if applicable;
(x)
the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa)
the
Prepayment Charge, if any;
(bb)
lien
position (e.g., first lien or second lien);
(cc)
a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd)
a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee)
the
interest-only term, if applicable;
(ff)
the
Mortgage Loan Seller; and
(gg)
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 (n) and (o)
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 fixed rate Mortgage Loan, the rate set forth in
the related Mortgage Note. With respect to each Adjustable Rate Mortgage Loan,
the annual rate at which interest accrues on such Mortgage Loan from time to
time in accordance with the provisions of the related Mortgage Note, which
rate
(A) as of any date of determination until the first Adjustment Date following
the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule
as
the Mortgage Rate in effect immediately following the Cut-off Date and (B)
as of
any date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations 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
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 and
including court and reasonable attorneys fees reimbursable to the Company and
the Master Servicer pursuant to this Agreement.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate
equal to the Mortgage Rate less the sum of (i) the related Servicing Fee Rate,
(ii) the Trustee Fee Rate and (iii) the rate at which the LPMI Fee is
calculated, if any.
Net
Rate Cap: With respect to any Distribution Date and the Class I-A-1
Certificates and Class I-A-2 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 Mortgage Loans in Loan Group I, weighted based
on
the Stated Principal Balances of such 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, 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 Net 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 (other than to the extent
already 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-1 Certificates and Class I-A-2 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 Mortgage Loans in Loan Group
II,
weighted based on the Stated Principal Balances of such 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, 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 Net 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 (other than to
the
extent already 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, 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 Balances 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 Certificate Principal
Balance of the related Class or Classes of Senior 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 Net 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 (other than to the extent already 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 M 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.
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.
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, that, in the
good
faith judgment of the Company or the Master 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 M.
Offered
Certificates: The Class I-A-1, Class I-A-2, Class II-A, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9 Certificates.
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, the Company
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, Master Funding, 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, the rate determined by the
Trustee 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 LIBOR01 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 Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
no
such quotations can be obtained by the Trustee and no Reference Bank Rate is
available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Trustee and the Trustee’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 Certificate and Class
M Certificate and, for purposes of the definitions of “Marker Rate” and “Maximum
Uncertificated Accrued Interest Deferral Amount”, the 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 the Seller,
the Depositor, the Trustee, 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 the Seller,
the Depositor, the Trustee, the Company and the Master Servicer, (ii) not have
any direct financial interest in the Seller, the Depositor, the Trustee, the
Company or the Master Servicer or in any affiliate of each, and (iii) not be
connected with the Seller, the Depositor, the Trustee, 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 Fund created hereunder as a result
of the purchase of all of the Mortgage Loans and REO Property pursuant to
Section 11.01.
Optional
Termination Date: The Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is equal to or less than 10% of the
aggregate Stated Principal Balance 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.
OTS:
The Office of Thrift Supervision.
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 Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any 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 Class
A
Certificates and Class M Certificates on such Distribution Date (after taking
into account the payment of principal other than any Extra Principal
Distribution Amount on such Certificates).
Overcollateralization
Release Amount: With respect to any Distribution Date, the lesser of (x) the
Principal Funds 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, 8.50% 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) 8.50% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (2) 17.00% 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) $3,543,118 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 Certificates and Class M Certificates and
any Distribution Date, a per annum rate equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
related Net Rate Cap for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of the amount determined for each REMIC II Regular Interest (other
than
REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) 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 (y) the aggregate
Uncertificated Principal Balance of such REMIC II Regular
Interests.
With
respect to the Class CE Certificate, the Class CE 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 CE Interest for such Distribution Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
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 VI Regular Interest IO, REMIC VI 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.
Periodic
Rate Cap: With respect to each Adjustable Rate Mortgage Loan and any
Adjustment Date therefor, the fixed percentage set forth in the related Mortgage
Note, which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan may increase or decrease (without regard to the Maximum Mortgage Rate
or
the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect immediately prior to such Adjustment Date.
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;
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(iii)
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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;
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(iv)
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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 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 such 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 any Rating Agency, as evidenced in
writing;
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(v)
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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;
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(vi)
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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;
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(vii)
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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 long term ratings
of
each Rating Agency (except if the Rating Agency is Xxxxx’x, such rating
shall be the highest commercial paper rating of Xxxxx’x for any such
securities), or such lower rating as 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;
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(viii)
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interests
in any money market fund (including any such fund managed or advised
by
the Trustee 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 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;
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(ix)
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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 any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective 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
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(x)
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such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and 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;
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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 Trustee shall receive an Opinion of Counsel, at the expense of the
party making such investments, 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 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 Trustee based upon an
Opinion of Counsel addressed to the Trustee (which shall not be an expense
of
the Trustee) 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, REMIC V or REMIC VI 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: The applicable rate of prepayment as described in the Prospectus
Supplement.
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
with respect to waived Prepayment Charges pursuant to Section
5.01(a).
Prepayment
Interest Excess: With respect to any Distribution Date, for each 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, 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, 4.21 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
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 related Servicing Fee, (b)
the
Trustee Fee and (c) the LPMI Fee, if any, in each case with respect to the
related Mortgage Loan.
Prepayment
Period: As to any Distribution Date (other than the first Distribution
Date), and 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 (with respect to the first Distribution Date, 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 of such Distribution Date.
Primary
Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy
issued in connection with a Mortgage Loan which provides compensation to a
Mortgage Note holder in the event of default by the obligor under such Mortgage
Note or the related security instrument, if any or any replacement policy
therefor through the related Accrual Period for such Class relating to a
Distribution Date.
Principal
Distribution Amount: With respect to each Distribution Date, an amount equal
to (x) the Principal Funds for such Distribution Date plus (y) any Extra
Principal Distribution Amount for such Distribution Date, less (z) any
Overcollateralization Release Amount.
Principal
Funds: With respect to each Loan Group 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 made with respect to the related Mortgage Loans
remitted by Company or Master Servicer, as applicable, on or prior to the
Remittance Date or Distribution Account Deposit Date, as applicable, (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 (on its own behalf as Seller and on
behalf of Master Funding) pursuant to Sections 2.02 and 2.03 and by EMC pursuant
to Section 4.21, (e) the aggregate of all Substitution Adjustment Amounts for
the related Determination Date in connection with the substitution of Mortgage
Loans pursuant to Section 2.03(e), (f) Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries collected on the Mortgage Loans during the
prior calendar month (to the extent such Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries relate to principal), in each case to the
extent remitted by the Company to the Master Servicer Collection Account
pursuant to this Agreement, and (g) the principal portion of any proceeds
received from the exercise of an Optional Termination, minus (2)(i) all amounts
required to be reimbursed pursuant to Sections 5.02, 5.05 and 5.07 or as
otherwise set forth in this Agreement, (ii) any Net Swap Payments or Swap
Termination Payments (not due to a Swap Provider Trigger Event and other than
to
the extent already 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 to the
extent not paid from Interest Funds and (iii) any Capitalization Reimbursement
Amount to the extent such amount relates to any Mortgage Loan in the related
Loan Group.
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, 4.21 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, as appropriate, in accordance with the terms
of
the related Mortgage Note.
Private
Certificates: Any of the Class P, Class CE and Residual
Certificates.
Prospectus
Supplement: The Prospectus Supplement dated August 29, 2007, relating to the
public offering of the Offered Certificates.
Protected
Account: The separate Eligible Account established and maintained by the
Company with respect to receipts on the Mortgage Loans and REO Property in
accordance with Section 5.01 hereof.
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 Stated Principal Balance 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 applicable Mortgage Rate through and including the last day
of
the month of such 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, 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 Xxxxx’x and Fitch. 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. References
herein to a given rating category of a 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 Master Servicer pursuant to this Agreement which have not been previously
reimbursed. With respect to each Mortgage Loan which is the subject of a
Servicing Modification during the calendar month immediately preceding the
related Distribution Date, the sum of (a) the total amount of interest and
principal which is forgiven with respect to the related Mortgage Loan and (b)
the amount of any Advances and Servicing Advances, to the extent forgiven,
made
by the Company or the Master Servicer with respect to such Mortgage Loan which
are reimbursable from the Trust to the Company or the Master Servicer with
respect to that Servicing Modification; provided that, the amounts expressed
in
clause (a) above shall not include the amounts expressed in clause (b) above.
In
addition, to the extent 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 Excess Spread on any
Distribution Date pursuant to Section 6.04(b).
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 Certificates (other than
the Class CE, Class P and Residual 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 the Class CE, Class P 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 Trustee 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 Trustee 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 Trustee, 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.
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. 1,506-1,631 (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 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 Group I Regular Interests: REMIC I Regular I-1-A through REMIC I Regular
Interest I-60-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-60-B as designated in the Preliminary Statement
hereto.
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, REMIC I Group II Regular Interests and REMIC I
Regular Interest P, each 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 Certificate or Class M 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 Interests IO and P) minus (ii)
the aggregate Uncertificated Principal Balance of each REMIC II Regular Interest
for which a Class A Certificate or Class M 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 Certificate or Class M 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
Certificate or Class M 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 (except for 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 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 CE Interest, Class P Interest, Class IO
Interest or any Regular Interest in REMIC III the ownership of which is
represented by any of the Class A Certificates or Class M
Certificates.
REMIC
IV: The segregated pool of assets consisting of the Class CE Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
CE
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
IV Certificate: Any Class CE Certificate or Class RX Certificate (in respect
of the Class R-4 Interest).
REMIC
V: The segregated pool of assets consisting of the Class P Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class P
Certificates 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
V Certificate: Any Class P Certificate or Class RX Certificate (in respect
of the Class R-5 Interest).
REMIC
VI: 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 VI
Regular Interest IO and the Class RX Certificate (in respect of the Class R-6
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
VI Interests: The REMIC VI Regular Interest IO or Class RX Certificate (in
respect of the Class R-6 Interest).
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, REMIC
V or
REMIC VI 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 the 18th day
of any month
or if such 18th
day is not a Business Day, the first Business Day immediately preceding such
18th
day.
Remittance
Report: Shall mean a report to the Trustee in an electronic format (or by
such other means as the Master Servicer and the Trustee may agree from time
to
time) containing such data and information, as agreed to by the Master Servicer
and the Trustee such as to permit the Trustee 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 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, (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) if the Replacement Mortgage Loan is a fixed rate
Mortgage Loan, 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 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) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum
Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
Loan, (x) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (xi) if the Replacement Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross
Margin of the Deleted Mortgage Loan, (xii) if the Replacement Mortgage Loan
is
an Adjustable Rate Mortgage Loan, have a next Adjustment Date not more than
two
months later than the next Adjustment Date on the Deleted Mortgage Loan, (xiii)
comply with each representation and warranty set forth in Section 7 of the
Mortgage Loan Purchase Agreement and (xiv) the Custodian has delivered a Final
Certification noting no defects or exceptions.
Reportable
Event: As defined in Section 4.18(a)(iii).
Request
for Release: The Request for Release to be submitted by the Seller, the
Company or the Master Servicer to the Custodian substantially in the form of
Exhibit G. Each Request for Release furnished to the Custodian by the Seller,
the Company 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
or the Master Servicer.
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.
Reserve
Fund: Shall mean the separate trust account created and maintained by the
Trustee pursuant to Section 5.11 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 5.11 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, Class R-5 Interest and Class
R-6 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, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, or any Trust Officer 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 specified by
the
Trustee, 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: As defined in Section 4.18(a)(iii)(D).
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.
Seller:
EMC or Master Funding, in each case in its capacity as seller of the Mortgage
Loans to the Depositor.
Senior
Certificates: Any of the Class I-A-1, Class I-A-2 and Class II-A
Certificates.
Servicer:
EMC as Company and its successors and assigns.
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
Company of its servicing obligations hereunder, 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 and the
Trustee in response to evolving interpretations of Regulation AB.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
1/12th of the related 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 or, in the event of any payment
of
interest that accompanies a Principal Prepayment in full during the related
Due
Period made by the Mortgagor immediately prior to such prepayment, interest
at
the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage
Loan for the period covered by such payment of interest.
Servicing
Fee Rate: An amount ranging from 0.250% per annum to 0.500% per annum, as
set forth in the Mortgage Loan Schedule.
Servicing
Modification: With respect to any Mortgage Loan that is in default or with
respect to which default is imminent or reasonably foreseeable or as otherwise
set forth in Section 5.01, any modification which is effected by the Company
in
accordance with the terms of this Agreement that results in any change to the
payment terms of the Mortgage Loan.
Servicing
Officer: Any officer of the Master Servicer or the Company involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished
to
the Trustee by the Master Servicer and the Company on the Closing Date pursuant
to this Agreement, as such list may from time to time be amended.
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 Certificates and Class M
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 Certificates and Class M Certificates, prior to the distribution
of
the Principal Distribution Amount on such Distribution Date.
Sponsor:
EMC, and its successors and assigns, in its capacity as sponsor.
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, (1) the sum of (a) the Cut-off Date Principal Balance
thereof and (b) the amount by which the Stated Principal Balance of the Mortgage
Loan has been increased pursuant to a Servicing Modification, minus (2) 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 Net Liquidation Proceeds and Insurance
Proceeds to the extent applied by the Company as recoveries of principal in
accordance with Section 3.09 with respect to such Mortgage Loan, that were
received by the Company 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 later to occur of (a) the Distribution Date in September 2010 and
(b) the first Distribution Date on which the Current Specified Enhancement
Percentage is greater than or equal to 57.10%.
Subsequent
Recoveries: As of any Distribution Date, amounts received by the Master
Servicer or the Company (net of any related expenses permitted to be reimbursed
pursuant to Section 6.05) or surplus amounts held by the Master Servicer and
the
Company 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, a Mortgage Loan that has been modified which
resulted in a Realized Loss or final disposition of any REO Property prior
to
the related 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(e).
Successor
Master Servicer: The meaning ascribed to such term pursuant to Section
9.01.
Supplemental
Interest Trust: The
corpus of a trust created pursuant to Section 5.11 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, REMIC VI Regular Interest IO,
the
Swap Collateral Account and the Swap Account. For the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral 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, a national
banking 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 acting as Swap
administrator under the Swap Administration Agreement.
Swap
Administration Agreement: The Swap Administration Agreement, dated August
30, 2007, pursuant to which the Swap Administrator will make payments to the
Swap Provider and the 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 August 30, 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 M.
Swap
Collateral Account: Shall mean the separate interest-bearing account created
and maintained by the Swap Administrator pursuant to the Swap Administration
Agreement.
Swap
Credit Support Annex: The credit support annex, dated as of August 30, 2007,
between the Supplemental Interest Trust Trustee and the Swap Provider, which
is
annexed to and forms part of the Swap Agreement.
Swap
Early Termination: The occurrence of an Early Termination Date (as defined
in the Swap Agreement) under 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 Trustee,
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.
Transferee
Affidavit: As defined in Section 7.02.
Transferor
Affidavit: As defined in Section 7.02.
Trigger
Event: With respect to any Distribution Date, a Trigger Event exists if (i)
a Delinquency Event shall have occurred and be continuing or (ii) the aggregate
amount of Realized Losses on the Mortgage Loans since the Cut-off Date as a
percentage of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans
exceeds the applicable percentages set forth below with respect to such
Distribution Date:
|
Distribution
Date
|
Percentage
|
|
September
2010 through August 2011
|
3.70%
with respect to September 2010, plus an additional 1/12th of the
difference between 5.95% and 3.70% for each month thereafter
|
|
September
2011 through August 2012
|
5.95%
with respect to September 2011, plus an additional 1/12th
of the
difference between 7.70% and 5.95% for each month
thereafter
|
|
September
2012 through August 2013
|
7.70%
with respect to September 2012, plus an additional 1/12th
of the
difference between 8.75% and 7.70% for each month
thereafter
|
|
September
2013 through August 2013
and
thereafter
|
8.75%
with respect to September 2013, plus an additional 1/12th
of the
difference between 8.90% and 8.75% for each month
thereafter
|
|
September
2014
|
8.90%
|
The
Trigger Event may be amended to change the calculation of delinquencies and
Realized Losses for purposes of this definition without consent of the related
Certificateholders, provided that, a letter is obtained from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of
the respective ratings then assigned to the related Certificates.
Trust
Fund or Trust: 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 Master Servicer Collection
Account, the Distribution Account, the Class P Certificate Account, the Reserve
Fund and the Protected Account and all amounts deposited therein pursuant to
the
applicable provisions of this 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 rights under the Swap Administration Agreement
relating to the Certificates; (vi) the rights under the Mortgage Loan Purchase
Agreement; and (vii) all proceeds of the foregoing, including proceeds of
conversion, voluntary or involuntary, of any of the foregoing into cash or
other
liquid property.
Trustee:
LaSalle Bank National Association, for the benefit of the Certificateholders
under this Agreement, a national banking association 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.
Trustee
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
1/12th of the Trustee Fee Rate multiplied by the Stated Principal Balance of
such Mortgage Loans as of the Due Date in the month preceding the month in
which
such Distribution Date occurs.
Trustee
Fee Rate: 0.0045% per annum.
Uncertificated
Accrued Interest: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the 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 CE 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 P) 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-60-A and II-1-A through II-60-A
|
|
2
|
I-2-A
through I-60-A and II-2-A through II-60-A
|
|
3
|
I-3-A
through I-60-A and II-3-A through II-60-A
|
|
4
|
I-4-A
through I-60-A and II-4-A through II-60-
|
|
5
|
I-5-A
through I-60-A and II-5-A through II-60-A
|
|
6
|
I-6-A
through I-60-A and II-6-A through II-60-A
|
|
7
|
I-7-A
through I-60-A and II-7-A through II-60-A
|
|
8
|
I-8-A
through I-60-A and II-8-A through II-60-A
|
|
9
|
I-9-A
through I-60-A and II-9-A through II-60-A
|
|
10
|
I-10-A
through I-60-A and II-10-A through II-60-A
|
|
11
|
I-11-A
through I-60-A and II-11-A through II-60-A
|
|
12
|
I-12-A
through I-60-A and II-12-A through II-60-A
|
|
13
|
I-13-A
through I-60-A and II-13-A through II-60-A
|
|
14
|
I-14-A
through I-60-A and II-14-A through II-60-A
|
|
15
|
I-15-A
through I-60-A and II-15-A through II-60-A
|
|
16
|
I-16-A
through I-60-A and II-16-A through II-60-A
|
|
17
|
I-17-A
through I-60-A and II-17-A through II-60-A
|
|
18
|
I-18-A
through I-60-A and II-18-A through II-60-A
|
|
19
|
I-19-A
through I-60-A and II-19-A through II-60-A
|
|
20
|
I-20-A
through I-60-A and II-20-A through II-60-A
|
|
21
|
I-21-A
through I-60-A and II-21-A through II-60-A
|
|
22
|
I-22-A
through I-60-A and II-22-A through II-60-A
|
|
23
|
I-23-A
through I-60-A and II-23-A through II-60-A
|
|
24
|
I-24-A
through I-60-A and II-24-A through II-60-A
|
|
25
|
I-25-A
through I-60-A and II-25-A through II-60-A
|
|
26
|
I-26-A
through I-60-A and II-26-A through II-60-A
|
|
27
|
I-27-A
through I-60-A and II-27-A through II-60-A
|
|
28
|
I-28-A
through I-60-A and II-28-A through II-60-A
|
|
29
|
I-29-A
through I-60-A and II-29-A through II-60-A
|
|
30
|
I-30-A
through I-60-A and II-30-A through II-60-A
|
|
31
|
I-31-A
through I-60-A and II-31-A through II-60-A
|
|
32
|
I-32-A
through I-60-A and II-32-A through II-60-A
|
|
33
|
I-33-A
through I-60-A and II-33-A through II-60-A
|
|
34
|
I-34-A
through I-60-A and II-34-A through II-60-A
|
|
35
|
I-35-A
through I-60-A and II-35-A through II-60-A
|
|
36
|
I-36-A
through I-60-A and II-36-A through II-60-A
|
|
37
|
I-37-A
through I-60-A and II-37-A through II-60-A
|
|
38
|
I-38-A
through I-60-A and II-38-A through II-60-A
|
|
39
|
I-39-A
through I-60-A and II-39-A through II-60-A
|
|
40
|
I-40-A
through I-60-A and II-40-A through II-60-A
|
|
41
|
I-41-A
through I-60-A and II-41-A through II-60-A
|
|
42
|
I-42-A
through I-60-A and II-42-A through II-60-A
|
|
43
|
I-43-A
through I-60-A and II-43-A through II-60-A
|
|
44
|
I-44-A
through I-60-A and II-44-A through II-60-A
|
|
45
|
I-45-A
through I-60-A and II-45-A through II-60-A
|
|
46
|
I-46-A
through I-60-A and II-46-A through II-60-A
|
|
47
|
I-47-A
through I-60-A and II-47-A through II-60-A
|
|
48
|
I-48-A
through I-60-A and II-48-A through II-60-A
|
|
49
|
I-49-A
through I-60-A and II-49-A through II-60-A
|
|
50
|
I-50-A
through I-60-A and II-50-A through II-60-A
|
|
51
|
I-51-A
through I-60-A and II-51-A through II-60-A
|
|
52
|
I-52-A
through I-60-A and II-52-A through II-60-A
|
|
53
|
I-53-A
through I-60-A and II-53-A through II-60-A
|
|
54
|
I-54-A
through I-60-A and II-54-A through II-60-A
|
|
55
|
I-55-A
through I-60-A and II-55-A through II-60-A
|
|
56
|
I-56-A
through I-60-A and II-56-A through II-60-A
|
|
57
|
I-57-A
through I-60-A and II-57-A through II-60-A
|
|
58
|
I-58-A
through I-60-A and II-58-A through II-60-A
|
|
59
|
I-59-A
through I-60-A and II-59-A through II-60-A
|
|
60
|
I-60-A
and II-60-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO. With respect to REMIC VI 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 each REMIC Regular Interest, Class P
Interest and Class CE Interest outstanding as of any date of determination.
As
of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest, Class P Interest and Class CE Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial Uncertificated
Principal Balance, and on any date of determination thereafter, the
Uncertificated Principal Balance of the Class CE Interest shall be 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 Certificates and the Class M
Certificates and the Uncertificated Principal Balance of the Class P Interest
then outstanding. On each Distribution Date, the Uncertificated Principal
Balance of the REMIC Regular Interests, Class CE Interest and Class P Interest
shall be reduced by all distributions of principal made on such REMIC Regular
Interests, Class CE Interest and Class P Interest 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, Class P Interest and Class CE Interest shall never be less
than zero.
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 9.6680%. 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) 9.6680% 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
9.6680%. 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) 9.6680% and (y) 0.00% per
annum.
With
respect to REMIC I Regular Interest P, 0.00%
Uncertificated
REMIC II Pass-Through Rate: With respect to REMIC II Regular Interest AA,
each REMIC II Regular Interest for which a Class A Certificate or Class M
Certificate is a 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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate 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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
and II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-4-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-5-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-6-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-7-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-8-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-9-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-10-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-11-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-12-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-13-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-14-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-15-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-16-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-17-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-18-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-19-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-20-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-21-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-22-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-23-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-24-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-25-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-26-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-27-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-28-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-29-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-30-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-31-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-32-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-33-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-34-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-35-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-36-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-37-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-38-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-39-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-40-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-41-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-42-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-43-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-44-A
through II-60-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
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-45-A
through II-60-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
|
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
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
|
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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
through I-60-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
|
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-60-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-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
II-2-A
through II-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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-60-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
through II-60-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
|
|
|
46
|
II-46-A
through II-60-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
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
47
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
48
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
49
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
50
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
51
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
52
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
53
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
54
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
55
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
56
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
57
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
58
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
59
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
60
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
II-1-A
through II-60-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.
With
respect to REMIC II Regular Interest P, 0.00%.
Unpaid
Realized Loss Amount: With respect to any 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 Certificates and Class
M
Certificates, (ii) 3% to the Class CE Certificates until paid in full, and
(iii)
1% to each of the Class R-1, Class R-2, Class R-3, Class RX and Class P
Certificates, with the allocation among the Certificates (other than the Class
CE, Class P 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.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M
and Class CE Certificates for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Company 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 CE 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 Certificates and
Class M 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 Company 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”, on a pro rata basis, 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 second, to REMIC I Group I Regular Interests
ending with the designation “A”, on a pro rata basis, 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
Company 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”, on a pro rata basis, 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 second, to REMIC I Group II Regular Interests
ending with the designation “A”, on a pro rata basis, 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 Interests IO and P)
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 Company 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 Certificate or Class M Certificate
is a Corresponding Certificate and REMIC II Regular Interest ZZ, on a pro
rata basis, 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 Company 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, on a pro rata basis, 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
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. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding
sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
without recourse, all the right, title and interest of Master Funding in and
to
the assets sold by it in the Trust Fund.
Although
it is the intent of the parties to this Agreement that the conveyance of the
Depositor’s right, title and interest in and to the Mortgage Loans and other
assets in the Trust Fund pursuant to this Agreement shall constitute a purchase
and sale and not a loan, in the event that such conveyance is deemed to be
a
loan, it is the intent of the parties to this Agreement that the Depositor
shall
be deemed to have granted to the Trustee a first priority perfected security
interest in all of the Depositor’s right, title and interest in, to and under
the Mortgage Loans and other assets in the Trust Fund, and that this Agreement
shall constitute a security agreement under applicable law.
The
Seller 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. The Depositor, the
Seller, the Master Servicer and the Trustee agree that it is not intended that
any mortgage loan be conveyed to the Trust that is a “High-Cost Home Loan” as
defined by applicable predatory lending laws.
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,
as its agent, 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 the order of “LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset
Backed Securities I LLC, Asset-Backed Certificates, Series 2007-HE6,” and
showing an unbroken chain of endorsements from the original payee thereof to
the
Person endorsing such Mortgage to the Trustee or (B) in the case of a loan
registered on the MERS system, in blank, and in each case 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 to and recorded in the name
of
MERS, the original assignment in blank (either an original or a certified copy,
which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) or to the Trustee
of
the Mortgage with respect to each Mortgage Loan in the name of “LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset
Backed Securities I LLC, Asset-Backed Certificates, Series 2007-HE6,” 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 first or second lien 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
original 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 or Master
Funding, as applicable, may deliver the following documents, under the
circumstances set forth below: (x) if any 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, on the face of such copy,
substantially as follows: “Certified to be a true and correct copy of the
original”; (y) in lieu of the 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 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 and 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 Protected Account or 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
(on
its own behalf as Seller and on behalf of Master Funding) 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 (on its own behalf as Seller and on behalf of Master Funding) need
not
cause to be recorded any assignment (a) in any jurisdiction under the laws
of
which, as evidenced by an Opinion of Counsel addressed to the Trustee delivered
by EMC (on its own behalf as Seller and on behalf of Master Funding) to the
Trustee and the Rating Agencies, 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 Seller and
Master Funding and its successors and assigns. In the event that EMC (on its
own
behalf as Seller and on behalf of Master Funding), the Depositor or the Master
Servicer gives written notice to the Trustee that a court has recharacterized
the sale of the Mortgage Loans as a financing, EMC (on its own behalf as Seller
and on behalf of Master Funding) shall submit or cause to be submitted for
recording as specified above or, should EMC (on its own behalf as Seller and
on
behalf of Master Funding) fail to perform such obligations, the Master Servicer
shall cause each such previously unrecorded assignment to be submitted for
recording as specified above at the expense of the Trust.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as Seller and on behalf of Master Funding)
further agrees that it will cause, at the Seller’s own expense, within 30 days
after the Closing Date, the MERS® System to indicate that such Mortgage Loans
have been assigned by EMC (on its own behalf as Seller and on behalf of Master
Funding) 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 (on its own behalf as Seller and on behalf of Master
Funding) further agrees that it will not, and will not permit 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.
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 an Initial Certification, 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 (on its own behalf and on behalf of Master Funding), the Master
Servicer and, if reviewed by the Custodian, the Trustee, an Interim
Certification, 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.
Within 90 days from the date of notice from the Trustee of the defect, EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall correct or
cure
any such defect or, if prior to the end of the second anniversary of the Closing
Date, EMC (on its own behalf as Seller and on behalf of Master Funding) 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 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.
If EMC (on its own behalf as Seller and on behalf of Master Funding) fails
to
correct or cure the defect or deliver such opinion within such period, EMC
(on
its own behalf as Seller and on behalf of Master Funding) will, subject to
Section 2.03, within 90 days from the notification of the Trustee purchase
such
Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of EMC (on its own behalf as Seller and on
behalf of Master Funding) 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 (on its own behalf as Seller and
on
behalf of Master Funding) shall not be required to purchase such Mortgage Loan
if the Seller 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 held by the Custodian pursuant to the Custodial
Agreement. The Trustee shall have no liability for the failure of the Custodian
to perform its obligations under the Custodial Agreement.
(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 (on its
own behalf as Seller and on behalf of Master Funding), the Master Servicer
and,
if reviewed by the Custodian, the Trustee, a Final Certification, 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 (on its own behalf
as
Seller and on behalf of Master Funding). Within 90 days from the date of notice
from the Trustee of the defect if such defect materially and adversely affects
the interest of the Certificateholders, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall correct or cure any such defect or, if prior
to
the end of the second anniversary of the Closing Date, EMC (on its own behalf
as
Seller and on behalf of Master Funding) 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 an Opinion of Counsel addressed to the Trustee to the
effect that such defect does not materially or adversely affect the interests
of
Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
and on behalf of Master Funding) 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 (on its own behalf as Seller
and
on behalf of Master Funding) shall, subject to Section 2.03, within 90 days
from
the notification of the Trustee, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
EMC (on its own behalf as Seller and on behalf of Master Funding) 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 (on its own behalf as Seller and
on
behalf of Master Funding) shall not be required to purchase such Mortgage Loan,
if the Seller 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 held by the Custodian pursuant to the Custodial
Agreement. 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 purchased by EMC (on its own behalf as Seller
and
on behalf of Master Funding) in accordance with subsections 2.02(a) or (b)
above
or Section 2.03, EMC (on its own behalf as Seller and on behalf of Master
Funding) 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 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 Trustee or the Custodian will release to EMC (on its
own
behalf as Seller and on behalf of Master Funding) 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 the 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 Trustee shall
promptly notify the Rating Agencies of such repurchase. The obligation of the
Seller 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
(on
its own behalf as Seller and on behalf of Master Funding) 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 the
Seller.
(a) EMC
as
Company hereby represents and warrants to the Depositor, the Master Servicer
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 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 service the Mortgage Loans
in accordance with the terms of this Agreement and 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 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, 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 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 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 or 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 the execution, delivery or
enforceability of this Agreement or its ability to service the Mortgage Loans
or
to perform any of its other obligations under this Agreement in accordance
with
the terms hereof.
(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 if any such consent, approval, authorization or order is required,
it
has obtained the same.
(vii) The
Company has delivered to the Depositor and the Trustee financial statements
of
its parent, for its last two complete fiscal years. All such financial
information fairly presents the pertinent results of operations and financial
position for the period identified and has been prepared in accordance with
GAAP
consistently applied throughout the periods involved, except as set forth in
the
notes thereto. There has been no change in the servicing policies and
procedures (outside of the normal changes warranted by regulatory and product
type changes in the portfolio), business, operations, financial condition,
properties or assets of the Company since the date of the Company’s financial
information that would have a material adverse effect on its ability to perform
its obligations under this Agreement.
(viii) 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.
(ix) In
connection with the Group II Mortgage Loans, the Company shall not collect
any
prepayment premium in any instance where the Mortgage Loan is accelerated or
paid off in connection with the workout of a delinquent Mortgage or due to
the
Mortgagor’s default under the terms of the security instrument.
As
of the
Closing Date and except as has been otherwise disclosed to the Trustee 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; (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.
If
so
requested by the Depositor or the Trustee 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 (b)(i) 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.
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 Trustee and the Depositor, at least 15 calendar days prior to the effective
date of such succession or appointment, (x) written notice to the Trustee 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 Trustee 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.
The
Master Servicer hereby represents and warrants to the Depositor, the Company
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 a 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 Mortgage Loan, to
service the Mortgage Loans in accordance with the terms of this Agreement and
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, 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 thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
The
Seller hereby represents and warrants to the Depositor and the Trustee as
follows, as of the Closing Date:
(i) The
Seller 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 the Seller 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) The
Seller 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 the Seller 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 the Seller, enforceable
against the Seller 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 the Seller, the sale of the Mortgage
Loans by the Seller 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 the Seller and will not (A) result in a material
breach of any term or provision of the charter or by-laws of the Seller 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
the Seller is a party or by which it may be bound, or (C) constitute a violation
of any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Seller; and the Seller 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 Seller’s ability to perform or meet any of
its obligations under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for Xxxxxx Xxx
or
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 the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller 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 the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Seller 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), the Seller
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.
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
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. The 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 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 Trustee of a
Request for Release. The Trustee shall give prompt written notice to the parties
hereto of the Seller’s failure to cure such breach as set forth in the preceding
sentence. The Seller 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, the Seller shall, unless
it
cures such breach in a timely fashion pursuant to this Section 2.03, promptly
notify the Master Servicer 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 the Seller’s knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Seller, the Trustee or the Custodian 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 the Seller’s lack of knowledge with respect to the
substance of such representation or warranty, the 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, the Seller (pursuant to
the
Mortgage Loan Purchase Agreement) 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 the
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 the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer 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 Master Servicer shall deliver
the
amended Mortgage Loan Schedule to 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 the Seller 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 of
the
Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any
such substitution and the deposit into the Protected Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph and receipt by the Trustee of a Request
for
Release for such Mortgage Loan, the Trustee or the Custodian shall release
to
the Seller 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 the Seller’s direction such instruments of transfer or assignment as have
been prepared by the Seller in each case without recourse, representation or
warranty as shall be necessary to vest in the Seller 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 the Seller 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 Protected Account, by the Seller, 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 the Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited into the Master Servicer Collection Account, on
the
Determination Date for the Distribution Date in the month following the month
during which the Seller 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 Trustee or the Custodian shall release the related Mortgage File held for
the benefit of the Certificateholders to the Seller and the Trustee shall
execute and deliver at such Person’s direction the related instruments of
transfer or assignment prepared by the Seller, in each case without recourse,
as
shall be necessary to transfer title from the Trustee for the benefit of the
Certificateholders and transfer the Trustee’s interest to EMC (on its own as a
Seller and on behalf of Master Funding) to any Mortgage Loan purchased pursuant
to this Section 2.03. It is understood and agreed that the obligation under
this
Agreement of the Seller to cure, 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 the Certificateholders,
the Depositor or the Trustee.
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 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, 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) 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 the Depositor is a party or by which
it may be bound or (C) constitute a 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.
(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 if any such consent, approval,
authorization or order is required, the Depositor has obtained the same;
and
(vi) The
Depositor has filed all reports required to be filed by Section 13 or Section
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 requirements 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 Sellers, 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 the Seller delivers to the Trustee an Opinion of Counsel, addressed
to
the Trustee, 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, REMIC V or REMIC VI 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,
REMIC
V or REMIC VI 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 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 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. In connection therewith, the Trustee shall
require the Seller at it’s option, to either (i) cure such defect or breach,
(ii) substitute, if the conditions in Section 2.03 with respect to substitutions
are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan,
or
(iii) repurchase the affected Mortgage Loan within 90 days of such discovery
in
the same manner as it would for a defect or a breach described in Section 2.02
or Section 2.03, as applicable. The Trustee shall reconvey to the Seller 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 for a defect or a breach described in Section 2.02
or
Section 2.03, as applicable.
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, 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 REMIC III Regular Interests 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 REMIC III Regular Interests 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
CE Interest for the benefit of the Holders of the REMIC IV Certificates. The
Trustee acknowledges receipt of the Class CE 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 IV Certificates.
(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
P Interest for the benefit of the Holders of the REMIC V Certificates. The
Trustee acknowledges receipt of the Class P 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 Certificates.
(f) 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 VI Interests. 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 VI Interests.
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold, as set forth in this Agreement, 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
any other assets of the Trust;
(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. Neither the Trustee
nor the Master Servicer shall cause the Trust to engage in any activity other
than in connection with the foregoing or other than as required or authorized
by
the terms of this Agreement while any Certificate is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF
MORTGAGE
LOANS BY COMPANY
Section
3.01 The
Company.
The
Company shall service and administer the Mortgage Loans in accordance 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 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, 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 any Liquidation Proceeds or
Subsequent Recoveries, and (iv) subject to Section 3.09, to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any 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 in any Mortgage Loan or the rights and interests of the
Depositor 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 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, the Master Servicer 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 Mortgage Loans. Upon receipt
of
such documents, the Depositor, the Master Servicer 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 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 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
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(c) 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 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.
(d) 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 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 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 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 shall 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 9.05, 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 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
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Company alone, and the Trustee shall not have any
obligations, duties or liabilities with respect to such subservicer including
any obligation, duty or liability of the Trustee to pay such subservicer’s fees
and expenses. Each subservicing agreement that provides that such agreement
may
be assumed or terminated without cause or penalty by the Master Servicer or
the
Trustee in its capacity as Successor Master Servicer in the event the Company
is
terminated in accordance with this Agreement. For purposes of remittances to
the
Master Servicer pursuant to this Agreement, the Company shall be deemed to
have
received a payment on an Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents,
Records and Funds in Possession of 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 Mortgage Loan coming into the
possession of the Company from time to time and shall account fully to the
Trustee for any funds received by the Company or that otherwise are collected
by
the Company as Liquidation Proceeds, Subsequent Recoveries or Insurance Proceeds
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 Mortgage Loans,
whether from the collection of principal and interest payments or from
Liquidation 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, or the Master Servicer Collection Account
or
the Distribution Account or 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 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.
Section
3.05 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained, for each 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 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 Trustee for their benefit, be added
to
the principal balance of the Mortgage Loan, notwithstanding that the terms
of
the 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 3.09. 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 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 Mortgage Loan. Such flood insurance shall be in an amount equal
to the least of (i) the Stated Principal Balance of the related 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 Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first sentence
of
this Section 3.05, 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 3.05, 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 Mortgage Loans, the Company agrees to present,
on behalf of itself, the Depositor and the Trustee for the benefit of the
Certificateholders, claims under any such blanket policy.
Section
3.06 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 Insurance Policies relating to the
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 Insurance Policies. Any proceeds disbursed to the
Company in respect of such 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 request 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 claims on the related Mortgage Loan under
the
applicable Insurance Policy, need not be so deposited (or
remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(c) The
Company shall not take any action that would result in noncoverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Company would have been covered thereunder. The Company shall
use
its best efforts to keep in force and effect (to the extent that the Mortgage
Loan requires the Mortgagor to maintain such insurance), Primary Mortgage
Insurance applicable to each Mortgage Loan. The Company shall not cancel or
refuse to renew any such Primary Mortgage Insurance Policy that is in effect
at
the date of the initial issuance of the related Mortgage Note and is required
to
be kept in force hereunder.
(d) The
Company agrees to present on behalf of the Trustee and the Certificateholders,
claims to the insurer under any Primary Mortgage Insurance Policies relating
to
the Mortgage Loans and, in this regard, to take such reasonable action as shall
be necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 5.01, any amounts
collected by the Company under any Primary Mortgage Insurance Policies shall
be
deposited in the Protected Account maintained by the Company, subject to
withdrawal pursuant to Section 5.02 hereof.
Section
3.08 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 Mortgage Loans and who handle funds, money, documents and
papers relating to the 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
Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 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 a certificate from the surety and the insurer as to the
existence of the fidelity bond and errors and omissions insurance policy 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 and the Trustee 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
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(c) The
Company shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of 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. 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; including such loss mitigation practices as
set
forth in Section 5.01; 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 Mortgage Loan
after
reimbursement from the Master Servicer 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 Accounts maintained by the Company pursuant to Section 5.02
or reimbursement from the Master Servicer pursuant to Section 3.09, as
applicable). If the Company reasonably believes that Liquidation Proceeds with
respect to any such Mortgage Loan would not be increased as a result of such
foreclosure or other action, such Mortgage Loan will be charged off and will
become a Liquidated Loan. The Company will give notice of any such charge-off
to
the Master Servicer, who will in turn give such notice to the Trustee. 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 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 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 Trustee to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the 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 a default becoming reasonably
foreseeable on an 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 shall have been supplied with an Opinion of
Counsel addressed to the Trustee (such opinion not to be an expense of the
Trustee) 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,
REMIC V or REMIC VI as defined in Section 860F of the Code or cause any of
REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI 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, REMIC V or REMIC
VI
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 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 in each case to the extent permitted
under
Section 5.02, shall be applied to the payment of principal of, and interest
on,
the related defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans were still current) and all such income shall be deemed, for
all
purposes in the Agreement, to be payments on account of principal and interest
on the related Mortgage Notes and shall be deposited into the Protected Accounts
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 Mortgage Loan,
such
excess shall be considered to be a partial Principal Prepayment for such
Mortgage Loan for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a related Mortgage Loan shall
be
deposited in the related 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 related
REO Property, shall be applied in the following order of priority: first, to
reimburse the Company for any related unreimbursed Servicing Advances and
Servicing Fees, pursuant to this Section 3.09 and subject to Section 5.02;
second, to reimburse the Company for any unreimbursed Advances pursuant to
this
Section 3.09 and subject to Section 5.02; third, to accrued and unpaid interest
(to the extent no Advance has been made for such amount) on the 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 Mortgage Loan.
(d) 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.
(e) The
Company has no intent to foreclose on any 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 Mortgage Loans including
delinquency characteristics in the Company’s discretion so warrant such
action.
(f) The
Master Servicer shall fully reimburse the Company for Servicing Advances and
Advances related to Liquidation Proceeds on the Remittance Date after such
Servicing Advances and Advances are approved; provided, however, the Company
must provide documentation in the form of Exhibit T hereto to the Master
Servicer seeking approval within 90 days of final liquidation of a Mortgage
Loan. The Master Servicer shall provide such approval or denial
to the Company no later than thirty (30) days after receipt of such claim;
provided, however, such claim must be complete with all supporting
documentation. The Company’s obligation to make such Servicing
Advances and Advances as to any Mortgage Loan will continue through the final
liquidation of the Mortgaged Property, unless the Company deems such advance
nonrecoverable and submits an officer’s certificate in accordance with Section
6.01.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Company shall be entitled to
retain or withdraw from its Protected Account out of each payment of interest
on
a 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, late payment charges, all Prepayment Interest Excess on any
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 3.05 and
maintenance of the other forms of insurance coverage required by Section 3.07)
and shall not be entitled to reimbursement therefor except as specifically
provided in Section 5.02.
Section
3.11 REO
Property.
(c) 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 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.
(d) The
Company shall deposit all funds collected and received in connection with the
operation of any REO Property in respect of any Mortgage Loan into the Protected
Accounts maintained by the Company.
(e) The
Company, upon the final disposition of any REO Property in respect of any
Mortgage Loan, shall be entitled to reimbursement for any related unreimbursed
Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation
Proceeds received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances or Servicing Fees 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.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property relating to an 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
3.13 Books
and Records.
The
Company shall be responsible for maintaining, and shall maintain, a complete
set
of books and records for the Mortgage Loans which shall be appropriately
identified in the Company’s computer system to clearly reflect the ownership of
the Mortgage Loans by the Trust. In particular, the Company shall
maintain in its possession, available for inspection by the Trustee and shall
deliver to the Trustee upon demand, evidence of compliance with all federal,
state and local laws, rules and regulations. 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.
The
Company shall maintain with respect to each Mortgage Loan and shall make
available for inspection by the Trustee the related servicing file during the
time such 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
3.14 Obligations
of the Company in Respect of Mortgage Rates and Scheduled
Payments.
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Scheduled Payments or Stated Principal Balances that were made by the Company
in
a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Company, upon discovery or receipt of notice thereof, immediately
shall deliver to the Master Servicer for deposit in the Master Servicer
Collection Account from its own funds the amount of any such shortfall and
shall
indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any
successor servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement. Notwithstanding the
foregoing, this Section 3.14 shall not limit the ability of the Company to
seek
recovery of any such amounts from the related Mortgagor under the terms of
the
related Mortgage Note and Mortgage, to the extent permitted by applicable
law.
Section
3.15 Advancing
Facility.
(a) The
Company, the Master Servicer and/or the Trustee on behalf of the Trust Fund,
in
either case, with the consent of the Company in the case of the Master Servicer
and the Trustee and, in each case, with notice to the Rating Agencies, is hereby
authorized to enter into a facility (the “Advancing Facility”) with any Person
which provides that such Person (an “Advancing Person”) may fund Advances and/or
Servicing Advances to the Trust Fund under this Agreement, although no such
facility shall reduce or otherwise affect the Company’s obligation to fund such
Advances and/or Servicing Advances. If the Company enters into such an Advancing
Facility pursuant to this Section 3.15, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, confirming its
receipt of notice of the existence of such Advancing Facility. To the extent
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trustee with notice acknowledged by the Master Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.15(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advancing Facility that entitle the Advancing Person to request
reimbursement from the Trustee, rather than the Company, and include the
Company’s acknowledgment thereto or proof of a Company Default under the
Advancing Facility. The Trustee shall have no duty or liability with respect
to
any calculation of any reimbursement to be paid to an Advancing Person and
shall
be entitled to rely without independent investigation on the Advancing Person’s
notice provided pursuant to this Section 3.15. An Advancing Person whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the qualifications of a servicer or
a
subservicer pursuant to Section 10.02 hereof and will not be deemed to be a
subservicer under this Agreement.
(b) If
an
Advancing Facility is entered into, then the Company shall not be permitted
to
reimburse itself therefor under Section 5.02(a)(ii), Section 5.02(a)(iii) and
Section 5.02(a)(v) prior to the remittance to the Trust Fund, but instead the
Company shall include such amounts in the applicable remittance to the Master
Servicer made pursuant to Section 5.02. The Trustee is hereby authorized to
pay
to the Advancing Person, reimbursements for Advances and Servicing Advances
from
the Distribution Account to the same extent the Company would have been
permitted to reimburse itself for such Advances and/or Servicing Advances in
accordance with Section 5.02(a)(ii), Section 5.02(a)(iii) or Section 5.02(a)(v),
as the case may be, had the Company itself funded such Advance or Servicing
Advance. The Trustee is hereby authorized to pay directly to the Advancing
Person such portion of the Servicing Fee as the parties to any advancing
facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.15 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.15, including amendments to add provisions
relating to successor servicer, may be entered into by the Trustee, the Company
and the Master Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
ADMINISTRATION
AND MASTER SERVICING OF THE 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 to service and administer the Mortgage
Loans in accordance with the terms of this Agreement 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 and administration. 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 as necessary from time to time to carry
out
the Master Servicer’s obligations hereunder, shall receive, review and evaluate
all reports, information and other data provided to the Master Servicer by
the
Company and shall cause the Company to perform and observe the covenants,
obligations and conditions to be performed or observed by such Person under
this
Agreement. The Master Servicer shall independently and separately monitor the
Company’s servicing activities with respect to each related Mortgage Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments
to
the Company’s and Master Servicer’s records, and based on such reconciled and
corrected information, the Master Servicer shall provide such information to
the
Trustee as shall be necessary in order for it to prepare the statements
specified in Section 6.06, and prepare any other information and statements
required to be forwarded by the Master Servicer. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Company pursuant to this Agreement. The Master
Servicer shall be entitled to conclusively rely on the Mortgage Loan data
provided by the Company and shall have no liability for any errors in such
Mortgage Loan data.
In
addition to the foregoing, in connection with a modification of any Mortgage
Loan by the Company, if the Master Servicer is unable to enforce the obligations
of the Company with respect to such modification, the Master Servicer shall
notify the Depositor of the Company’s failure to comply with the terms of this
Agreement. If this Agreement requires the approval of the Master
Servicer for a modification to a Mortgage Loan, the Master Servicer shall
approve such modification if, based upon its receipt of written notification
from the Company outlining the terms of such modification and appropriate
supporting documentation, the Master Servicer determines that the modification
is permitted under the terms of this Agreement and that any conditions to such
modification set forth in this Agreement have been
satisfied. Furthermore, if this Agreement requires the oversight and
monitoring of loss mitigation measures with respect to the Mortgage Loans,
the
Master Servicer will monitor any loss mitigation procedure or recovery action
related to a defaulted Mortgage Loan (to the extent it receives notice of such
from the Company) and confirm that such loss mitigation procedure or recovery
action is initiated, conducted and concluded in accordance with any timeframes
and any other requirements set forth in this Agreement, and the Master Servicer
shall notify the Depositor in any case in which the Master Servicer believes
that the Company is not complying with such timeframes and/or other
requirements.
The
Trustee shall furnish the Company and the Master Servicer, upon written request
from a servicing officer, with any powers of attorney and other documents in
form as provided to it necessary or appropriate to enable the Company and the
Master Servicer to service and administer the Mortgage Loans and REO
Property.
The
Trustee or the Custodian on its behalf or the Company shall provide access
to
the records and documentation in possession of the Trustee or the Custodian
on
its behalf or the Company regarding the related Mortgage Loans and REO Property
and the servicing thereof 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 Trustee, the Custodian or the Company; provided, however, that,
unless otherwise required by law, neither the Trustee, the Custodian nor the
Company 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 Trustee, the Custodian and the Company 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 Trustee’s, the
Custodian’s or the Company’s actual costs.
The
Trustee shall execute and deliver to the Company and the Master Servicer, upon
such party’s written instruction (which includes the documents to be signed) any
court pleadings, requests for trustee’s sale or other appropriate 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 REMIC-Related
Covenants.
For
as
long as each REMIC created hereunder shall exist, the Trustee shall act in
accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and
the Trustee shall comply with any directions of the Seller, the Company or
the
Master Servicer to assure such continuing treatment. In particular, the Trustee
shall not (except as otherwise expressly permitted by 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
has
received a REMIC Opinion addressed to 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 2.02 or 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.
Section
4.03 Monitoring
of Company.
(a) The
Master Servicer shall be responsible for reporting to the Trustee and the Seller
the non-compliance by the Company with its duties under this Agreement. In
the
review of the Company’s activities, the Master Servicer may rely upon an
Officer’s Certificate of the Company with regard to such Person’s compliance
with the terms of this Agreement. In the event that the Master Servicer or
the
Trustee as Successor Master Servicer, in its judgment, determines that the
Company should be terminated in accordance with this Agreement, or that a notice
should be sent pursuant to this Agreement with respect to the occurrence of
an
event that, unless cured, would constitute grounds for such termination, the
Master Servicer or the Trustee as Successor Master Servicer shall notify the
Seller, the Company and the Trustee and the Master Servicer or the Trustee
as Successor Master Servicer shall issue such notice or take such other action
as it deems appropriate.
(b) The
Master Servicer or the Trustee as Successor Master Servicer, for the benefit
of
the Trustee and the Certificateholders, shall enforce the obligations of the
Company under this Agreement, and shall, in the event that the Company fails
to
perform its obligations in accordance with this 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 the Master
Servicer or the Trustee as Successor Master Servicer shall appoint a successor
servicer that meets the eligibility criteria set forth in Section 8.05 to
enter into a new servicing agreement; 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. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of this
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 or
the
Successor Master Servicer in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer or the
Trustee as Successor 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, provided that the Master Servicer or the Trustee
as Successor Master Servicer shall not be required to prosecute or defend any
legal action except to the extent that the Master Servicer or the Trustee as
Successor Master Servicer shall have received reasonable indemnity satisfactory
to it for its costs and expenses in pursuing such action. Nothing
herein shall impose any obligation on the part of the Trustee to assume or
succeed to the duties or obligations of the Company or the Master Servicer
unless the Trustee has not been able to find a successor servicer or a successor
master servicer.
(c) To
the extent that the costs and expenses of the Master Servicer or the Trustee
as
Successor Master Servicer related to any termination of the Company, or the
enforcement or prosecution of related claims, rights or remedies or the
appointment of a successor servicer or the transfer and assumption of servicing
by the Master Servicer or the Trustee as Successor Master Servicer, with respect
to this 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 as a result of 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 service to service
the
Mortgage Loans in accordance with this Agreement are not fully and timely
reimbursed by the terminated Company, the Master Servicer or the Trustee as
Successor Master Servicer, as applicable, shall be entitled to reimbursement
of
such costs and expenses from the Master Servicer Collection Account, pursuant
to
Section 5.07 or the Distribution Account pursuant to Section 5.08.
(d) The
Master Servicer shall require the Company to comply with the remittance
requirements and other obligations set forth in this Agreement.
(e) If
the
Master Servicer or the Trustee as Successor Master Servicer acts as a servicer,
it will not assume liability for the representations and warranties of the
Company that it replaces.
Section
4.04 Fidelity
Bond.
The
Master Servicer, at its expense, shall 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. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as master servicers or
trustees.
Section
4.05 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 and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (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; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities
under Section 4.03, shall not authorize the Company 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,
REMIC V or REMIC VI 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 will not cause
REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify
as a REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI as the case may be. The Trustee shall furnish
the Master Servicer, upon written request from a Servicing Officer, with any
powers of attorney empowering the Master Servicer or the Company 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 this Agreement,
and
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 or the Company). 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 Trust, be deemed to be the agent of the
Trust.
Section
4.06 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent provided in this Agreement, to the extent Mortgage Loans contain
enforceable due-on-sale clauses, the Master Servicer shall cause the Company
to
enforce such clauses in accordance with this 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, and, as a consequence, a
Mortgage Loan is assumed, the original Mortgagor may be released from liability
in accordance with this Agreement.
Section
4.07 Release
of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
the Company 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 will, if required under this Agreement (or if
the
Company 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 (or as otherwise provided in the Custodial Agreement) hereto
signed by a Servicing Officer or in a mutually agreeable electronic format
which
will, in lieu of a signature on its face, originate from a 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 have
been
or will be so deposited) and shall request that the Custodian, on behalf of
the
Trustee, deliver to the Company 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 and the Trustee and
Custodian shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full, the Company 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, upon written instruction from such
Servicer or the Master Servicer, the Trustee shall execute such documents as
shall be prepared and furnished to the Trustee by the Company 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, upon the request of the Company 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 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), release the related Mortgage
File held in its possession or control to the Company or the Master Servicer,
as
applicable. Such trust receipt shall obligate the Company 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
similar to that hereinabove specified, the Mortgage File shall be released
by
the Custodian, on behalf of the Trustee, to the Company or the Master
Servicer.
Section
4.08 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 (to the extent required by this
Agreement) shall transmit to the Trustee or the Custodian such documents and
instruments coming into the possession of such Person from time to time as
are
required by the terms hereof, to be delivered to the Trustee or the Custodian.
Any funds received by the Master Servicer or the Company in respect of any
Mortgage Loan or which otherwise are collected by the Master Servicer, the
Company 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 to retain its
Servicing Fee and other amounts as provided in this Agreement. The Master
Servicer and the Company shall provide access to information and documentation
regarding the Mortgage Loans to the Trustee and, regarding the Mortgage Loans
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 and the
Company shall be entitled to setoff against, and deduct from, any such funds
any
amounts that are properly due and payable to the Master Servicer or such Company
to the extent provided under this Agreement.
Section
4.09 Standard
Hazard Insurance and Flood Insurance Policies.
(a) For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Company
under this Agreement to maintain or cause to be maintained standard fire and
casualty insurance and, where applicable, flood insurance, all in accordance
with the provisions of this Agreement. It is understood and agreed that such
insurance shall be with insurers meeting the eligibility requirements set forth
in this Agreement and that no earthquake or other additional insurance is to
be
required of any Mortgagor or to be maintained on property acquired in respect
of
a defaulted loan, other than pursuant to such applicable laws and regulations
as
shall at any time be in force and as shall require such additional
insurance.
(b) Pursuant
to Sections 5.01 and 5.06 any amounts collected by the Company or the Master
Servicer under any insurance policies (other than amounts to be applied to
the
restoration or repair of the property subject to the related Mortgage or
released to the Mortgagor in accordance with this Agreement) shall be deposited
by the Company in its Protected Account or the Master Servicer into the Master
Servicer Collection Account, subject to withdrawal pursuant to Sections 5.02,
5.04, 5.05 and 5.07, as applicable. Any cost incurred by the Master Servicer
or
the Company in maintaining any such insurance if the Mortgagor defaults in
its
obligation to do so shall be added to the amount owing under the Mortgage Loan
where the terms of the Mortgage Loan so permit; provided, however, that the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders and shall be
recoverable by the Master Servicer or the Company pursuant to Sections 5.02,
5.04, 5.05 and 5.07, as applicable.
Section
4.10 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in this Agreement) cause the
Company 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
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 realized that are to be applied 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 claims on the related Mortgage
Loan to the insurer under any applicable Insurance Policy need not be so
deposited (or remitted).
Section
4.11 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take, or authorize the Company (to the extent such
action is prohibited under this Agreement) to take, any action that would result
in noncoverage under any applicable Primary Mortgage Insurance Policy of any
loss which, but for the actions of the Master Servicer or the Company, would
have been covered thereunder. The Master Servicer shall use its best reasonable
efforts to cause the Company (to the extent required under this Agreement)
to
keep in force and effect (to the extent that the Mortgage Loan requires the
Mortgagor to maintain such insurance), primary mortgage insurance applicable
to
each Mortgage Loan (including any LPMI Policy) in accordance with the provisions
of this Agreement. The Master Servicer shall not, and shall not authorize the
Company (to the extent required under this Agreement) to, cancel or refuse
to
renew any such Primary Mortgage Insurance Policy that is in effect at the date
of the initial issuance of the Mortgage Note and is required to be kept in
force
hereunder except in accordance with the provisions of this
Agreement.
(b) The
Master Servicer agrees to cause the Company (to the extent required under this
Agreement) to present, on behalf of the Trustee and the Certificateholders,
claims to the insurer under any Primary Mortgage Insurance Policies and, in
this
regard, to take such reasonable action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Sections 5.01 and 5.06, any amounts collected by the Company
under any Primary Mortgage Insurance Policies shall be deposited by the Company
in its Protected Account or by the Master Servicer in the Master Servicer
Collection Account, subject to withdrawal pursuant to Section 5.07.
Section
4.12 Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall retain possession
and custody of the originals (to the extent available) of any Primary Mortgage
Insurance Policies, or 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 Master Servicer otherwise
has fulfilled its obligations under this Agreement, the Trustee (or its
Custodian, if any, as directed by 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 Master Servicer shall promptly deliver or
cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Master Servicer from time to time.
Section
4.13 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall cause the Company (to the extent required under this
Agreement) to foreclose upon, repossess, pursue loss mitigation procedures
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.
Section
4.14 Compensation
for the Master Servicer.
The
Master Servicer will be entitled to receive all income and gain realized from
any investment of funds in 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
4.15 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, cause the
Company to sell, any REO Property as expeditiously as possible and in accordance
with the provisions of this Agreement. Pursuant to such efforts to sell such
REO
Property, the Master Servicer shall cause the Company to protect and conserve,
such REO Property in the manner and to the extent required by this 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, cause the
Company to deposit all funds collected and received in connection with the
operation of any REO Property in the Protected Account.
(c) The
Master Servicer and the Company, 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, the Liquidation Proceeds from the final
disposition of the REO Property, net of any payment to the Master Servicer
and
the Company as provided above, subject to approval by the Master Servicer,
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
4.16 Annual
Statement as to Compliance.
The
Company as a Servicer, the Master Servicer and the Trustee shall deliver to
the
Master Servicer, the Depositor and the Trustee, 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 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 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 Master Servicer or the Trustee has delegated
any servicing responsibilities with respect to the Mortgage Loans to a
subservicer or subcontractor, such servicer or subcontractor shall be directed
by such delegating party to deliver a similar Annual Statement of Compliance
by
such subservicer or subcontractor to the Master Servicer, the Depositor and
the
Trustee as described above as and when required with respect to the Company,
the
Master Servicer and the Trustee.
Failure
of the Company to comply with this Section 4.16 (including with respect to
the
timeframes required in this Section) shall be deemed a Company 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 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 Master Servicer to comply with this Section
4.16 (including with respect to the timeframes required herein) shall be deemed
an Event of Default, and at the written direction of the Depositor the Trustee
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or 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
(but
subject to the Master Servicer’s rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Trustee
to comply with this Section 4.16 (including with respect to the timeframes
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
Trustee pursuant to Section 10.08 of this Agreement and the Depositor may,
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 Trustee under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Trustee 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 Trustee 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 4.16 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
4.17 Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
each of the Company, the Master Servicer, the Trustee and the Custodian (each,
an “Attesting Party”) at its own expense shall deliver to the Trustee, the
Master Servicer 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 N 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 N hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Trustee 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 2008, each Attesting Party
shall furnish to the Master Servicer, the Depositor and the Trustee 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.
The
Master Servicer shall enforce the obligation of the Company and cause any
subservicer and each subcontractor determined by it to be “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, to deliver
to the Trustee, the Master Servicer 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.
The
Trustee 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 N 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 Trustee 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.
In
addition, the Company as a Servicer shall cause each subservicer engaged by
it
to provide the following information to the Depositor and the Trustee, 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 Company to comply with this Section 4.17 (including with respect to
the
timeframes required in this Section) shall be deemed a Company Default, and
the
Master Servicer or the Trustee as Successor Master Servicer, at the direction
of
the Depositor shall, in addition to whatever rights the Master Servicer or
the
Trustee as Successor 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 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 Master Servicer
to
comply with this Section 4.17 (including with respect to the timeframes required
herein) shall constitute
an Event of Default, and at the written direction of the Depositor the
Trustee shall, in addition to whatever rights the Trustee may have under this
Agreement and at law or 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 (but subject to the Master Servicer’s rights to payment of any
Master Servicing Compensation and reimbursement of all amounts for which it
is
entitled to be reimbursed prior to the date of termination). Failure
of the Trustee to comply with this Section 4.17 (including with respect to
the
timeframes 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 Trustee pursuant to Section 10.08 of this Agreement and
the
Depositor may, 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 Trustee under this Agreement and in and to the Mortgage
Loans
and the proceeds thereof without compensating the Trustee 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 Custodian, the Trustee 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 4.17 or to the related section of such other
applicable agreement, as the case may be, notwithstanding any such termination,
assignment or resignation.
Section
4.18 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 Trustee 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 Trustee to the Certificateholders
for
such Distribution Date attached thereto; provided that the Trustee shall have
received no later than seven (7) calendar days after the related Distribution
Date, all information required to be provided to the Trustee 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 O to the Trustee and
the
Depositor and approved by the Depositor pursuant to the paragraph immediately
below, and the Trustee 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 O) and approval.
(ii) (A)Within
seven (7) calendar days after the related Distribution Date, (i) the parties
set
forth in Exhibit O shall be required to provide, pursuant to Section 4.18(a)(iv)
below, to the Trustee and the Depositor, to the extent known, in Microsoft
Word
format or other word processing format that is acceptable to the Trustee and
in
XXXXX-compatible format, or in such other format as otherwise agreed upon by
the
Trustee 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. The Trustee
has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit O of their duties under this paragraph or 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 Trustee in connection with including any Additional
Form 10-D Disclosure on Form 10-D pursuant to this Section.
(B) After
preparing the Form 10-D, the Trustee 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
Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Trustee shall follow the procedures set forth
in
Section 4.18(a)(v). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Trustee shall make available on its internet
website identified in Section 6.06 a final executed copy of each Form 10-D.
The
signing party for the Master Servicer can be contacted at 000-000-0000. 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 Trustee
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 Trustee shall be entitled to rely on the
Depositor’s representations in Section 2.04(vi) in preparing and/or filing any
such Form 10-D. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under Sections 4.18(a)(i) and (v) 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. It is understood by the parties hereto that the performance
by the Trustee of its duties under this Section 4.18(a)(ii) related to the
timely preparation, execution and filing of Form 10-D is also contingent upon
the Custodian 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 Trustee of any necessary
Additional Form 10-D Disclosure pursuant to the Custodial Agreement or any
other
applicable agreement. The Trustee 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 Trustee 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 Trustee 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 O to the Trustee and the Depositor and directed and approved
by
the Depositor pursuant to the following paragraph, and the Trustee 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 O) 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 O shall be
required pursuant to Section 4.18(a)(iv) below to provide to the Trustee and
the
Depositor, to the extent known, in Microsoft Word format or other word
processing format that is acceptable to the Trustee and in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Trustee and the
Depositor and such party, the form and substance of any Form 8-K Disclosure
Information, if applicable, and (ii) the Depositor shall 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. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the other parties listed on Exhibit
O
of their duties under this paragraph or to proactively solicit or procure from
such parties any Additional Form 8-K Disclosure Information. The Depositor
shall
be responsible for any reasonable out-of-pocket expenses incurred by the Trustee
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 Trustee 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 Trustee.
If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
be
amended, the Trustee will follow the procedures set forth in Section 4.18(a)(v).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Trustee will, make available on its internet website identified
in Section 6.06 a final executed copy of each Form 8-K. The signing party for
the Master Servicer can be contacted at 000-000-0000. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 4.18(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 4.18(a)(iii). It is
understood by the parties hereto that the performance by the Trustee of its
duties under this Section 4.18(a)(iii) related to the timely preparation,
execution and filing of Form 8-K is also contingent upon the Custodian 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 Trustee of any necessary Form 8-K Disclosure Information
pursuant to the Custodial Agreement or any other applicable agreement. The
Trustee 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 Trustee to prepare,
arrange for execution or file such Form 8-K.
(D) 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 2008, the Trustee 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 Trustee within the applicable
timeframes set forth in this Agreement, (I) an Annual Statement of Compliance
for the Company as servicer, the Trustee, the Master Servicer and any
subservicer, as described under Section 4.16, (II)(A) the Assessment of
Compliance with Servicing Criteria for the Company as servicer, the Master
Servicer and each subservicer and subcontractor participating in the servicing
function, the Trustee and the Custodian, as described under Section 4.17, and
(B) if the Assessment of Compliance of the Company as a servicer, the Master
Servicer, the Trustee or the Custodian described under Section 4.17 identifies
any material instance of noncompliance, disclosure identifying such instance
of
noncompliance, or if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 4.17 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 Company, the Master Servicer, the
Trustee and the Custodian, as described under Section 4.17, and (B) if any
registered public accounting firm Attestation Report described under Section
4.17 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 4.18(a)(iii)(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 O to the Trustee and the Depositor
and, pursuant to the paragraph immediately below, approved by the Depositor,
and
the Trustee 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 O) and approval.
(E) 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
O shall be required to provide pursuant to Section 4.18(a)(iv) below to the
Trustee and the Depositor, to the extent known, in Microsoft Word format or
other word processing format that is acceptable to the Trustee and in
XXXXX-compatible format, or in such other format as otherwise agreed upon by
the
Trustee 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. The Trustee
has
no duty under this Agreement to monitor or enforce the performance by the other
parties listed on Exhibit O 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 Trustee in connection with including
any
Form 10-K Disclosure Information on Form 10-K pursuant to this
Section.
(F) After
preparing the Form 10-K, the Trustee 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 Trustee
in writing, no later than the fifteenth 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 Trustee shall be entitled
to
rely on the Depositor’s representations in Section 2.04(vi) in preparing 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
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 Trustee. If a Form 10-K cannot be filed on time or if
a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 4.18(a)(v). Promptly (but no later than one
(1)
Business Day) after filing with the Commission, the Trustee will make available
on its internet website identified in Section 6.06 a final executed copy of
each
Form 10-K. The signing party for the Master Servicer can be contacted at
000-000-0000. The parties to this Agreement acknowledge that the performance
by
the Trustee of its duties under Section 4.18(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
Section 4.16 and Section 4.17. It is understood by the parties hereto that
the
performance by the Trustee of its duties under this Section 4.18(a)(iii) related
to the timely preparation, execution and filing of Form 10-K is also contingent
upon the Custodian 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 Trustee of any necessary
Additional Form 10-K Disclosure, any annual statement of compliance and any
assessment of compliance and attestation pursuant to the Custodial Agreement
or
any other applicable agreement. The Trustee 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 Trustee to prepare, arrange for execution or file
such
Form 10-K.
(G) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall,
and the Master Servicer shall cause the Company, 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
(each, a “Back-Up Certification”), in the form attached hereto as Exhibit K,
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 Company and the Trustee 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
shall serve as the Certifying Person on behalf of the Trust. Such officer of
the
Certifying Person can be contacted at 000-000-0000.
In
the event the Trustee 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
Trustee, subcontractor or subservicer, as applicable, shall provide a Back-Up
Certification to the Certifying Person pursuant to this Section 4.18(a)(iii)
with respect to the period of time it was subject to this Agreement or the
related servicing agreement, as applicable.
(iv) 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
P, the Trustee’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 O as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
4.18(a)(i) through (iii) above. Each of the Company as a servicer, the Master
Servicer, Seller, and Depositor hereby agree to notify and provide (to the
extent known) to the Company as a servicer, the Trustee and the Depositor all
Additional Disclosure relating to the Trust Fund, with respect to which such
party is indicated in Exhibit O as the responsible party for providing that
information. Within five Business Days prior to each Distribution Date occurring
in any year that the Trust is subject to the Exchange Act reporting
requirements, the Depositor shall make available to the Trustee the Significance
Estimate and the Trustee shall use such information to calculate the
Significance Percentage. The Trustee shall provide the Significance Percentage
to the Depositor by the later of the Distribution Date or three (3) 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 Trustee shall deliver written
notification to the Depositor and the Swap Provider to that effect. The Trustee
shall request from the Depositor and the Depositor shall deliver to the Trustee
any information that the Swap Provider delivered to the Depositor as required
under Regulation AB, to the extent required under the Swap Agreement. The
Depositor shall be obligated to provide to the Trustee (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 Trustee that such Additional Disclosure regarding the Swap
Provider is not necessary for such Distribution Date. The Master Servicer shall
be responsible for determining the pool concentration applicable to any
subservicer or originator at any time.
(v) (A)On
or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In
the
event that the Trustee is unable to timely file with the Commission all or
any
required portion of any Forms 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 Trustee shall immediately notify the Depositor and
the
Master Servicer. In the case of Forms 10-D and 10-K, the Depositor, the Master
Servicer and the Trustee shall 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 Trustee shall, 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 Forms 8-K, 10-D or 10-K needs to be amended, the Trustee shall
notify the Depositor and the Master Servicer and such parties will cooperate
to
prepare any necessary Forms 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25
or
any amendment to Forms 8-K, 10-D or 10-K shall be signed by a senior officer
of
the Master Servicer. The Depositor and Master Servicer acknowledge that the
performance by the Trustee of its duties under this Section 4.18(a)(v) related
to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Forms 8-K, 10-D or 10-K is contingent upon the Master Servicer and the
Depositor performing their duties under this Section. The Trustee 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 Forms 8-K, 10-D or 10-K, where such failure results from
the failure of any party hereto to deliver on a timely basis, any information
needed by the Trustee to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with
the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 4.18; provided, however, the Trustee 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 Trustee 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 Trustee in connection with this Section 4.18
shall not be reimbursable from the Trust Fund. Each of the other parties to
this
Agreement shall deliver to the Trustee any and all items required to be
delivered by such party pursuant to this Agreement, in Microsoft Word format
(or
other word processing format that is acceptable to the Trustee) for electronic
filing via the XXXXX system. The Trustee agrees to notify each party upon
becoming aware that the document is not in Microsoft Word format (or other
word
processing format that is xxxxx-compatible).
(b) The
Trustee shall indemnify and hold harmless, the Company, the Depositor and the
Master Servicer 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 a breach of the Trustee’s obligations under
Sections 4.16, 4.17 and 4.18 or the Trustee’s negligence, bad faith or willful
misconduct in connection therewith. In addition, the Trustee shall indemnify
and
hold harmless the Depositor and the Master Servicer 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
Trustee pursuant to Section 4.16, 4.17 and 4.18 (the “Trustee 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 Trustee Information and not to any other information
communicated in connection with the Certificates, without regard to whether
the
Trustee Information or any portion thereof is presented together with or
separately from such other information.
(c) The
Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Depositor under Section 4.16, Section 4.17 and Section 4.18
or the Depositor’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Depositor shall indemnify and hold harmless the
Trustee 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 Additional Disclosure or other information provided by
the
Depositor pursuant to Section 4.18 (the “Depositor 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 Depositor Information 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.
(d) The
Master Servicer shall indemnify and hold harmless the Company, the Trustee
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 Section 4.16, Section 4.17 and Section 4.18 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 Trustee
and
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 Xxxxxxxx-Xxxxx Certification,
the Annual Statement of Compliance, the Assessment of Compliance, any Additional
Disclosure or other information provided by the Master Servicer pursuant to
Section 4.16, Section 4.17 and Section 4.18 (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.
(e) The
Company shall indemnify and hold harmless the Depositor, the Trustee and the
Master Servicer 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 a breach of the obligations of the Company under
Section 4.16, Section 4.17 and Section 4.18 or the Company’s negligence, bad
faith or willful misconduct in connection therewith including any failure by
the
Company to identify any subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB. In addition, the Company
shall
indemnify and hold harmless the Depositor and the Master Servicer and each
of
their respective officers, directors and affiliates and the Master Servicer
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, any
Annual Statement of Compliance, any Assessment of Compliance or any Additional
Disclosure provided by the Company on its behalf or on behalf of any subservicer
or subcontractor pursuant to Section 4.16, Section 4.17 or Section 4.18 (the
“Company Information”), (ii) any breach by the Company of a representation,
warranty or covenant set forth in Section 2.03(a)(vii) and Section
2.03(b)(i-iii) and (iii) 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 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.
(f) If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Company, the Depositor, the Trustee or the Master Servicer, as
applicable, then the defaulting party, in connection with any conduct for which
it is providing indemnification under this Section 4.18, 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 4.18 shall survive the
termination of this Agreement or the termination of any party to this
Agreement.
Failure
of the Company to comply with this Section 4.18 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer or the Trustee as Successor Master Servicer shall, in addition to
whatever rights the Master Servicer or the Trustee as Successor Master Servicer
may have under this Agreement and at law or 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 Master Servicer to comply with this Section 4.18
(including with respect to the timeframes required herein) shall, constitute
an
Event of Default, and at the written direction of the Depositor the Trustee
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or 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
(but
subject to the Master Servicer rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Trustee to comply
with this Section 4.18 (including with respect to the timeframes required in
this Section) which failure results in a failure to timely file the related
Form
10-K, shall, constitute a default and the Depositor shall, in addition to
whatever rights the Depositor may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Trustee under
this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Trustee for the same (but subject to the Trustee’s right to
reimbursement of all amounts for which it is entitled to be reimbursed prior
to
the date of termination); provided, however, there shall be no event of default
with respect to the Trustee if the Company, the Master Servicer or the Depositor
fail to timely meet the delivery requirements of this Section 4.18. This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary. In connection with the termination of the Master
Servicer or the Trustee pursuant to this Section 4.18, the Trustee shall be
entitled to reimbursement of all costs and expenses associated with such
termination to the extent set forth in Section 10.05. Notwithstanding
anything to the contrary in this Agreement, no Event of Default by the Trustee
shall have occurred with respect to any failure to properly prepare, execute
and/or timely file any report on Form 8-K, Form 10-D or Form 10-K, any Form
15
or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such failure
results from any party’s inability or failure to deliver, on a timely basis, any
information from such party needed to prepare, arrange for execution or file
any
such report, Form or amendment, and does not result from its own negligence,
bad
faith or willful misconduct.
In
the
case of any failure of performance described above, the Company shall promptly
reimburse the Depositor, the Master Servicer and the Trustee for all costs
reasonably incurred by each such party in order to obtain the information,
report, certification, accountants’ letter or other material not delivered
pursuant to this Section 4.18 as required by the Company, any subservicer or
any
subcontractor.
(g) If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Company, the Master Servicer, the Depositor or the Trustee, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under Section 4.16, Section 4.17 and Section 4.18 or
its
respective negligence, bad faith or willful misconduct in connection therewith,
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.
(h) Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form
10-K
or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information
as
set forth in Section 4.18(a) or required signatures on such Form 10-K or any
certification contained therein shall not be regarded as a breach by the Trustee
of any obligation under this Agreement.
(i) Notwithstanding
the provisions of Section 12.01, this Section 4.18 may be amended without the
consent of the Certificateholders.
(j) Any
report, notice or notification to be delivered by the Company, the Master
Servicer or the Trustee to the Depositor pursuant to this Section 4.18, may
be
delivered 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
4.19 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Section 4.16, Section
4.17 and Section 4.18 of this Agreement is to facilitate compliance by the
Seller and the Depositor 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 provided
by
the Commission in respect of the requirements of Regulation AB, (c) the parties
shall comply with reasonable requests made by the Seller, the Trustee or the
Depositor for delivery of additional or different information as the Seller,
the
Trustee or the Depositor 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 parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
Section
4.20 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
4.21 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, but not the obligation, 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.
In
addition, EMC shall have the right, but not the obligation, to purchase any
Mortgage Loan from the Trust for which (i) the initial Scheduled Payment
due to the Seller or (ii) the initial Scheduled Payment due to the Trust becomes
thirty (30) days Delinquent; provided, however, such optional purchase shall
be
exercised no later than the 270th day after such Mortgage Loan is
subject to such optional repurchase. Such purchase shall be made at a price
equal to the Purchase Price. 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 Trustee a certification signed by a
Servicing Officer 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 of 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.
ARTICLE
V
ACCOUNTS
Section
5.01 Collection
of Mortgage Loan Payments; Protected Account.
(c) 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 are located to collect all payments called for
under the terms and provisions of the 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 for a period not greater
than
125 days. In the event of any such arrangement, the Company shall make Advances
on the related Mortgage Loan during the scheduled period in accordance with
the
amortization schedule of such 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. Consistent
with
and in addition to the terms set forth in this Agreement, if a Mortgage Loan
is
in default or such default is reasonably foreseeable, the Company may waive,
modify or vary any term of any 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 Mortgage Loan by adding such amount to the outstanding principal balance
of
the 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 Mortgage Loan,
(4) amend the related Mortgage Note to reduce or otherwise change the related
Mortgage Rate with respect to any Mortgage Loan, (5) convert the Mortgage Rate
on any Mortgage Loan from a fixed rate to an adjustable rate or vice versa,
(6)
with respect to a Mortgage Loan with an initial fixed rate period followed
by an
adjustable rate period, extend the fixed period and reduce the adjustable rate
period, and/or (7) forgive the amount of any interest principal or Servicing
Advances owed by the related Mortgagor; provided that, in the Company’s
reasonable and prudent determination, such waiver, modification, postponement
or
indulgence (A) is not materially adverse to the interests of the
Certificateholders in the aggregate on a present value basis using reasonable
assumptions (including taking into account any estimated Realized Loss that
might result absent such action); and (B) does not amend the related Mortgage
Note to extend the maturity thereof later than the date of the Latest Possible
Maturity Date; provided, further, with respect to any Mortgage Loan that is
not
in default or if default is not reasonably foreseeable, unless the Company
has
provided to the Trustee a certification addressed to the Trustee, 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 such modification
of such 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,
REMIC V or REMIC VI, the Company may not permit any modification with respect
to
any EMC Mortgage Loan. Notwithstanding the foregoing, for any waiver,
modification, postponement or indulgence (not including any partial releases,
assumptions of mortgages or modifications of any Mortgage Loan that is done
in
connection with the Relief Act) which the Company reasonably anticipates may
result in a Realized Loss of 20% or more of the outstanding principal balance
of
a Mortgage Loan, the Company shall present such proposed waiver, modification,
postponement or indulgence, together with any supporting documentation, to
the
Master Servicer for consideration and approval. The Company shall submit all
waivers, modifications, or variances of the terms of any Mortgage Loan with
respect to partial releases, assumptions of mortgages or for modifications
done
in furtherance of compliance with the Relief Act, together with any supporting
documentation, to the Master Servicer for consideration and
approval.
In
connection with any such Servicing Modification, the Company or the Master
Servicer may reimburse itself from the Trust for any outstanding Advances and
Servicing Advances in the same calendar month as the Servicing Modification
to
the extent that such Advances or Servicing Advances are reimbursable to the
Company or the Master Servicer and to the extent of related Principal Funds
in
the Protected Account for the related Distribution Date. To the extent there
are
not sufficient Principal Funds available on the related Distribution Date to
reimburse the Company or the Master Servicer for such Advances and Servicing
Advances, the Company or the Master Servicer may reimburse itself on a first
priority basis from related Principal Funds that are available on future
Distribution Dates. If any mortgagor’s obligation to repay any outstanding
amounts due under the terms of the related Mortgage Loan for which an Advance
or
Servicing Advance has been made by the Company or the Master Servicer is
forgiven, any such Advance or Servicing Advance will be treated as a Realized
Loss which will be incurred on the Distribution Date related to the calendar
month during which the Servicing Modification occurred.
The
Company shall not waive (or permit a sub-servicer to waive) any Prepayment
Charge 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 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 P Certificates, by remitting such amount to the Master Servicer by
the
Remittance Date.
(d) 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 “LaSalle Bank National Association, in trust for registered Holders
of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates Series
2007-HE6”. 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
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans on or before the Cut-off Date)
and the following amounts required to be deposited hereunder:
(ii) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(iii) all
payments on account of interest on the Mortgage Loans net of the related
Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;
(iv) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, 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;
(v) any
amount required to be deposited by the Company pursuant to Section 5.01(c)
in
connection with any losses on Permitted Investments;
(vi) any
amounts required to be deposited by the Company pursuant to Section
3.05;
(vii) any
Prepayment Charges collected on the Mortgage Loans; and
(viii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for remittance 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 remitted by the Company. In the
event
that the Company shall remit any amount not required to be remitted 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
items
requiring reconciliation will be resolved within 90 calendar days of their
original identification. All funds deposited in the Protected Account
shall be held in trust for the Certificateholders until withdrawn in accordance
with Section 5.02.
(e) 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 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, not later than the applicable Remittance Date on which the moneys so
invested are required to be remitted to the Master Servicer.
(f) The
Company shall give at least 30 days advance notice to the Trustee, 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.
(c) The
Company may from time to time make withdrawals from the Protected Account for
the following purposes:
(ii) to
pay
itself (to the extent not previously paid to or withheld by the Company), as
servicing compensation in accordance with Section 3.10, 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 3.10;
(iii) 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 (1) to amounts received on particular
Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries) that represent late recoveries of payments
of principal and/or interest on such particular Mortgage Loan(s) in respect
of
which any such Advance was made or (2) to the extent of Amounts Held for Future
Distributions; provided, however, any such Amounts Held For Future Distribution
so applied to reimburse the Company shall be replaced by the Company by deposit
in the Protected Account, no later than the close of business on the Remittance
Date immediately preceding the Distribution Date on which such funds are
required to be distributed pursuant to this Agreement and only to the extent
there are not funds otherwise available in the Protected Account to make a
required distribution on such Distribution Date;
(iv) 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);
(v) to
reimburse the Company from Insurance Proceeds for Insured Expenses covered
by
the related Insurance Policy;
(vi) 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 (1) 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 or (2)
to
the extent of Amounts Held for Future Distributions; provided, however, any
such
Amounts Held For Future Distribution so applied to reimburse the Company shall
be replaced by the Company by deposit in the Protected Account, no later than
the close of business on the Remittance Date immediately preceding the
Distribution Date on which such funds are required to be distributed pursuant
to
this Agreement and only to the extent there are not funds otherwise available
in
the Protected Account to make a required distribution on such Distribution
Date;
(vii) to
pay to
the Seller, the Depositor or itself, as applicable, with respect to each
Mortgage Loan or property acquired in respect thereof that has been purchased
pursuant to Section 2.02, 2.03 or 4.21 of this Agreement, all amounts received
thereon and not taken into account in determining the related Stated Principal
Balance of such repurchased Mortgage Loan;
(viii) to
pay
any expenses recoverable by the Company pursuant to Section 8.04 of this
Agreement;
(ix) to
withdraw pursuant to Section 5.01 any amount deposited in the Protected Account
and not required to be deposited therein;
(x) to
reimburse the Company for any unreimbursed Advance or Servicing Advance made
with respect to a Mortgage Loan for which a Servicing Modification was made
and
any unreimbursed Capitalization Reimbursement Amount, in each case only to
the
extent of any Principal Funds for any Loan Group related to such Mortgage Loans
that are on deposit in the Protected Account; and; and
(xi) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 11.01 hereof.
Notwithstanding
the foregoing, the Company’s right to reimbursement pursuant to clauses (ii),
(iii), (iv) and (v) above shall be subject to the prior approval of the Master
Servicer. The Master Servicer shall provide such approval or denial
to the Company no later than thirty (30) days after receipt of such claim;
provided, however, the Company submits such claim with all supporting
documentation. Pending such approval, such funds shall be remitted by
the Company to the Master Servicer as set forth in the following
paragraph.
In
addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the
Company shall withdraw from the Protected Account and remit to the Master
Servicer the amount of Interest Funds (without taking into account any reduction
in the amount of Interest Funds attributable to the application of clause (c)
of
the definition thereof contained in Article I of this Agreement) and Principal
Funds collected, to the extent on deposit, and the Master Servicer shall deposit
such amount in the Master Servicer Collection Account. In addition, on or before
the Remittance Date, the Company shall remit to the Master Servicer for deposit
in the Master Servicer Collection Account any Advances or any payments of
Compensating Interest required to be made by the Company with respect to the
Mortgage Loans. Furthermore, on each Remittance Date, the Company shall remit
to
the Master Servicer all Prepayment Charges collected by the Company with respect
to the Mortgage Loans during the related Prepayment Period. With respect to
any
remittance received by the Master Servicer from the Company after the date
on
which such remittance was due, the Company shall pay to the Master Servicer,
out
of its own funds, interest on any such late remittance at an annual rate equal
to the prime rate announced to be in effect from time to time as published
as
the average rate in The Wall Street Journal (Northeast Edition), plus two
percentage points, but in no event greater than the maximum amount permitted
by
applicable law. Such interest shall be deposited in the Company’s Protected
Account by the Company 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. Such interest shall be remitted along with the distribution payable
on the next succeeding Remittance Date. The payment by the Company of any such
interest shall not be deemed an extension of time for payment or a waiver of
any
Company Default with respect to the Company.
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), (vi) and (vii)
above. Prior to making any withdrawal from the Protected Account pursuant to
subclause (iii), the Company shall deliver to the Trustee 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 Mortgage Loan(s), and their respective portions of such
Nonrecoverable Advance.
Section
5.03 Reports
to Master Servicer.
On
or
before the fifth Business Day of each month (or, with respect to information
as
to Full Principal Prepayments and prepayment penalties no later than one (1)
Business Day after the end of each Prepayment Period), 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 Mortgage Loan on an individual mortgage
loan basis and containing the data required by the forms attached hereto as
Exhibit R, Exhibit S, Exhibit T, Exhibit U, Exhibit V, Exhibit W, Exhibit X
and
Exhibit Y or in a format mutually agreed upon between the Company and the Master
Servicer.
In
addition, the Company shall provide to the Master Servicer and the
Depositor:
(c) any
and
all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors
and
counsel or otherwise, as the Depositor or any such other participant shall
request upon reasonable demand; and
(d) such
additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Company
as are reasonably agreed upon by the Depositor and the Company or any such
other
participant.
Section
5.04 Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
With
respect to each 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 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 Mortgage Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.05 (with respect to hazard insurance), to refund to
any
Mortgagors for any 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 [Reserved].
Section
5.06 Master
Servicer Collection Account.
The
Master Servicer shall establish and maintain in the name of the Trustee, for
the
benefit of the Holders of the Certificates, the Master Servicer Collection
Account as a segregated trust account or accounts. The Master Servicer
Collection Account 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:
(ii) any
Advance and any Compensating Interest Payments;
(iii) any
Insurance Proceeds, Net Liquidation Proceeds or Subsequent Recoveries received
by or on behalf of the Master Servicer or which were not deposited in a
Protected Account;
(iv) the
Purchase Price with respect to any Mortgage Loans purchased by the Seller
pursuant to Section 2.02 or 2.03, the Purchase Price with respect to any
Mortgage Loans purchased by EMC pursuant to Section 4.21, and all proceeds
of
any Mortgage Loans or property acquired with respect thereto repurchased by
the
Depositor or its designee pursuant to Section 11.01;
(v) any
amounts required to be deposited with respect to losses on investments of
deposits in an Account; and
(vi) 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.
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 prepayment or 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 or the Company to the Distribution Account
or
the Master Servicer Collection Account, as
applicable. Reconciliations will be prepared for the Master Servicing
Collection Account within 45 calendar days after the bank statement cut-off
date. In the event that the Master Servicer shall deposit or cause to be
deposited in the Distribution Account any amount not required to be credited
thereto, the Trustee, upon receipt of a written request therefor signed by
a
Servicing Officer of the Master Servicer, shall promptly transfer such amount
to
the Master Servicer, any provision herein to the contrary
notwithstanding.
Section
5.07 Permitted
Withdrawals From the Master Servicer Collection Account.
The
Master Servicer may from time to time make withdrawals from the Master Servicer
Collection Account for the following purposes:
(ii) to
reimburse the Company or the Master Servicer, as applicable, for any Advance
or
Servicing Advance of its own funds, the right of the Master Servicer or the
Company to reimbursement pursuant to this subclause (i) being limited (1) to
amounts received on a particular Mortgage Loan (including, for this purpose,
the
Purchase 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 or
(2)
to the extent of Amounts Held for Future Distributions; provided, however,
any
such Amounts Held For Future Distribution so applied to reimburse the Company
or
the Master Servicer, as applicable, shall be replaced by the Master Servicer
or
the Company by deposit in the Master Servicer Collection Account, no later
than
the close of business on the Remittance Date immediately preceding the
Distribution Date on which such funds are required to be distributed pursuant
to
this Agreement and only to the extent there are not funds otherwise available
in
the Master Servicer Collection Account to make a required distribution on such
Distribution Date;
(iii) to
reimburse the Company or the Master Servicer, as applicable, from Insurance
Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for
amounts expended by the Master Servicer, the Company 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;
(iv) to
reimburse the Company or the Master Servicer, as applicable, from Insurance
Proceeds relating to a particular Mortgage Loan for insured expenses incurred
with respect to such Mortgage Loan and to reimburse the Company or the Master
Servicer, as applicable, 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 (viii) of this subsection (a) to the Master
Servicer; and (ii) such Liquidation Expenses were not included in the
computation of such Excess Liquidation Proceeds;
(v) to
reimburse the Company or the Master Servicer, as applicable, for advances of
funds pursuant to this Agreement, and the right to reimbursement pursuant to
this subclause being limited (1) to amounts received on the related Mortgage
Loan (including, for this purpose, the Purchase Price therefor, Insurance
Proceeds and Liquidation Proceeds) which represent late recoveries of the
payments for which such advances were made or (2) to the extent of Amounts
Held
for Future Distributions; provided, however, any such Amounts Held For Future
Distribution so applied to reimburse the Company or the Master Servicer, as
applicable, shall be replaced by the Master Servicer or the Company by deposit
in the Master Servicer Collection Account, no later than the close of business
on the Remittance Date immediately preceding the Distribution Date on which
such
funds are required to be distributed pursuant to this Agreement and only to
the
extent there are not funds otherwise available in the Master Servicer Collection
Account to make a required distribution on such Distribution Date;
(vi) to
reimburse the Company or the Master Servicer, as applicable, for any Advance
or
advance, after a Realized Loss has been allocated with respect to the related
Mortgage Loan if the Advance or advance has not been reimbursed pursuant to
clauses (i) through (iv);
(vii) to
pay
the Master Servicer as set forth in Section 4.14;
(viii) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02
or
otherwise reimbursable to it pursuant to this Agreement;
(ix) to
pay to
the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the Company;
(x) to
reimburse or pay the Company any such amounts as are due thereto under this
Agreement and have not been retained by or paid to the Company, to the extent
provided herein;
(xi) the
Purchase Price with respect to any Mortgage Loans purchased by the Seller or
Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section
5.09 of this Agreement as the payment of such a Purchase Price, the Purchase
Price with respect to any Mortgage Loans purchased by EMC pursuant to Section
4.21, and all proceeds of any Mortgage Loans or property acquired with respect
thereto repurchased pursuant to Section 11.01;
(xii) any
amounts required to be deposited with respect to losses on investments of
deposits in the Master Servicer Collection Account;
No
later
than 10:00 a.m. New York time on the Distribution Account Deposit Date for
each
Distribution Date, after making all applicable withdrawals with respect to
such
Distribution Date, the Master Servicer shall transfer funds related to the
required distribution on deposit in the Master Servicer Collection Account
to
the Trustee for deposit in the Distribution Account. If the Master Servicer
fails to remit any funds due by the time designated herein, the Master Servicer
shall pay to the Trustee, out of its own funds, interest accrued at the prime
rate as set forth in the Wall Street Journal, from and including the applicable
due date, to but excluding the day such funds are paid to the
Trustee
The
Master Servicer will, from time to time on demand of the Company or the Trustee,
make or cause to be made such withdrawals or transfers from the account as
the
Master Servicer has designated for such transfer or withdrawal pursuant to
this
Agreement and the related servicing agreement. The Master Servicer may clear
and
terminate the account pursuant to Section 11.01 and remove amounts from time
to
time deposited in error.
In
addition, on or before the second Business Day prior to each Distribution Date,
the Master Servicer shall deposit in the Distribution Account (or remit to
the
Trustee for deposit therein) any Monthly Advances required to be made by the
Master Servicer with respect to the Mortgage Loans.
The
institution that maintains the
Master Servicer Collection Account shall invest the funds in the Master Servicer
Collection Account, in the manner directed by the Master Servicer, in Permitted
Investments which shall mature not later than the Distribution Account Deposit
Date, so long as the obligor for such Permitted Investment is the Master
Servicer, or, if such obligor is any other Person, the Business Day preceding
such Distribution Account Deposit 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 Master Servicer as servicing compensation and shall be remitted to it
monthly as provided herein. The amount of any losses incurred in the Master
Servicer Collection Account in respect of any such investments shall be
deposited by the Master Servicer into the Master Servicer Collection Account,
out of the Master Servicer’s own funds, not later than the Distribution Account
Deposit Date on which the moneys so invested are required to be remitted to
the
Trustee.
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 Master Servicer Collection 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 Master Servicer Collection
Account.
Section
5.08 Distribution
Account.
(c) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Certificateholders, the Distribution Account as a segregated trust
account or accounts.
(d) All
amounts deposited to the Distribution Account shall be held by the Trustee
in
the name of the Trustee in trust for the benefit of the Certificateholders
in
accordance with the terms and provisions of this Agreement.
(e) The
Distribution Account shall constitute an Eligible Account of the Trust Fund
segregated on the books of the Trustee and held by the Trustee 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 Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person,
the
Business Day preceding such Distribution Date. 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 Trustee. The Trustee
shall be permitted to withdraw or 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 Trustee shall deposit
the amount of the loss from its own funds in the Distribution Account not later
than the applicable Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders. With respect to the
Distribution Account and the funds deposited therein, the Trustee 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, or any applicable
comparable state statute applicable to state chartered banking
corporations.
Section
5.09 Permitted
Withdrawals and Transfers from the Distribution Account.
(c) The
Trustee will make or cause to be made such withdrawals or transfers from the
Distribution Account for the following purposes:
(i) to
reimburse the Trustee, the Supplemental Interest Trust Trustee or the Swap
Administrator for expenses, costs and liabilities incurred by or reimbursable
to
it pursuant to this Agreement;
(ii) to
pay
investment income to the Trustee;
(iii) to
remove
amounts deposited in error;
(iv) to
make
distributions to the Swap Administrator for payment to the Swap Provider as
provided in this Agreement; and
(v) to
clear
and terminate the Distribution Account pursuant to Section 11.01.
(d) On
each
Distribution Date, the Trustee shall distribute Interest Funds and Principal
Funds in the Distribution Account to the Holders of the Certificates in
accordance with Section 6.04.
Section
5.10 Class
P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class P Certificateholders, the Class P Certificate Account as a
segregated trust account or accounts.
(b) On
the
Closing Date, the Depositor will deposit, or cause to be deposited in the Class
P Certificate Account, an amount equal to $100. All amounts deposited to the
Class P Certificate Account shall be held by the Trustee in the name of the
Trustee in trust for the benefit of the Class P Certificateholders in accordance
with the terms and provisions of this Agreement. The amount on deposit in the
Class P Certificate Account shall be held uninvested.
Section
5.11 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) Pursuant
to the Swap Administration Agreement, 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 be held by the
Supplemental Interest Trust Trustee, for the benefit of the Holders of the
Class
A Certificates and Class M Certificates and the Swap Provider. The Supplemental
Interest Trust shall hold the Swap Agreement, the Swap Administration Agreement,
REMIC VI Regular Interest IO, the Swap Collateral Account and the Swap Account.
The Swap Account shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including, without limitation, other moneys of the Trustee held
pursuant to this Agreement. Amounts in the Swap Account shall, at the direction
of the Majority Class CE 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 Class CE 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 Trustee,
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 Class
CE Certificateholders. Any losses on such investments shall be deposited in
the
Swap Account by the Majority Class CE Certificateholder out of its own funds
immediately as realized, on a pro rata basis. In performing its duties hereunder
and under the Swap Agreement and Swap Administration Agreement, the Supplemental
Interest Trust Trustee shall be entitled to the same rights, protections and
indemnities as provided to the Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Reserve Fund on behalf
of
the Holders of the 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
entitled “Reserve Fund, LaSalle Bank National Association as Trustee for the
benefit of holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE6”. The Trustee 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 Trustee shall remit such amounts received from the Swap Administrator to
the
Holders of the Class A Certificates and Class M 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 Certificates and/or Class M Certificates, the Trustee shall deposit
the
amounts distributable pursuant to clauses (C) and (D) of Section 6.04(a)(4)
into
the Reserve Fund, and the Trustee has been directed by the Class CE
Certificateholders to distribute any amounts then on deposit in the Reserve
Fund
to the Holders of the Class A and/or Class M 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 Certificates and/or Class M 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 Class CE Certificateholders in respect
of
the Class CE Certificates and paid by the Class CE Certificateholders to the
Holders of the Class A Certificates and/or Class M Certificates. Any payments
to
the Holders of the Class A Certificates and/or Class M 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 other than to the extent
already 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 other than to the extent already 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 VI Regular Interest IO to the extent of the amount distributable on such
REMIC VI 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 Certificates and
Class M Certificates and shall be paid as set forth under Section 6.04(a)(4).
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 Trustee for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund to
distribute to the Class A Certificates and Class M Certificates in the following
order of priority:
(i) first,
to each Class of Class A Certificates, on a pro rata basis, to pay
Current Interest and any Interest Carry Forward Amount to the extent due to
the
interest portion of a Realized Loss with respect to the related Mortgage Loans,
in each case to the extent not fully paid pursuant to Section
6.04(a)(1);
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, 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 each Class of Class A Certificates, on a pro rata
basis, based on the amount of Basis Risk Shortfall Carry Forward Amount for
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, Class M-7, Class M-8 and Class M-9
Certificates, in that order, any Basis Risk Shortfall Carry Forward Amounts
for
such Distribution Date; and
(iv) fourth,
to pay as principal to the Class A Certificates and Class M Certificates to
be
applied as part of the Extra Principal Distribution Amount payable under Section
6.04(a)(2) to the extent that the Overcollateralization Amount is reduced below
the Overcollateralization Target Amount, as a result of Realized Losses and
to
the extent not paid by Excess Spread 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 to the extent overcollateralization has been reduced
through Realized Losses.
(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 Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Class CE Certificateholders shall be the
beneficial owner of the Reserve Fund, on a pro rata basis, subject to
the power of the Trustee to transfer amounts under Section 6.04. Amounts in
the
Reserve Fund shall, at the direction of the Majority Class CE 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 Class CE 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
Trustee, 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 CE Certificateholders. Any losses on such investments shall be deposited
in the Reserve Fund by the Class CE Certificateholders out of their own funds
immediately as realized on a pro rata basis. Any amounts remaining on
deposit in the Reserve Fund following the termination of the Trust Fund pursuant
to Section 11.01(a) and the final distribution to Certificateholders in
accordance with Section 11.02 on the final Distribution Date shall be
distributed to the Class CE Certificateholders, on a pro rata basis, not as
a
distribution in respect of any interest in any REMIC, on such Distribution
Date.
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
Trustee shall treat the Holders of Certificates (other than the Class P, Class
CE and Class R Certificates) as having entered into a notional principal
contract with respect to the Holders of the Class CE Certificates. Pursuant to
each such notional principal contract, all Holders of Certificates (other than
the Class P, Class CE and Class R Certificates) shall be treated as having
agreed to pay, on each Distribution Date, to the Holders of the Class CE
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 on a pro rata basis 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 Rate Cap, and a Class
IO Distribution Amount payable from principal collections shall be allocated
to
the most subordinate Class of Certificates (other than the Class P Certificates
and the Class R Certificates) with an outstanding principal balance to the
extent of such balance. In addition, pursuant to such notional principal
contract, the Holders of the Class CE Certificates shall be treated as having
agreed to pay Basis Risk Shortfall Carry Forward Amounts to the Holders of
the
Certificates (other than the Class CE, Class P 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 CE, Class P 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 Holders of the Class CE Certificates
pursuant to the notional principal contract. Thus, each Certificate (other
than
the Class P Certificates and Class R Certificates) shall be treated as
representing not only ownership of Regular Interests 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, shall use reasonable efforts to appoint a successor swap provider
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
Certificates and Class M 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, promptly following actual knowledge of such failure, breach
or
occurrence by the Swap Provider, 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, promptly following actual notice of 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, 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
5.12 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A Certificates or Class M Certificates.
In
the
event that any Class A Certificate or Class M 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
Certificate or Class M 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 Holders of the Class
CE
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 Holders of the Class CE 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 5.11(c) hereof.
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
Section
6.01 Advances.
The
Company shall, or shall cause the related subservicer pursuant to the related
servicing agreement to make an Advance with respect to any Mortgage Loan (other
than with respect to any balloon payments) and remit such Advance to the Master
Servicer for deposit in the Master Servicer Collection Account no later than
1:00 p.m. Eastern time on the Remittance Date in immediately available funds.
The Company shall be obligated to make any such Advance only to the extent
that
such advance would not be a Nonrecoverable Advance. If the Company 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 shall deliver (i) to the Master Servicer for the benefit of the
Certificateholders 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.
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 Master Servicer Collection
Account. Any funds so applied and transferred shall be replaced by the Company
by deposit in the Master Servicer Collection Account, no later than the close
of
business on the Remittance Date immediately preceding the Distribution Date
on
which such funds are required to be distributed pursuant to this
Agreement.
Unless
otherwise described in this Agreement, the Company shall discontinue making
Advances with respect to any second lien Mortgage Loan that becomes 60 days
Delinquent. Notwithstanding anything in this Section 6.01 to the contrary,
the
Company shall not be obligated to deliver an Officer’s Certificate pursuant to
the preceding sentence since no determination has been made as to whether such
Advances are Nonrecoverable Advances. If the Company determines that a net
recovery is possible through foreclosure proceedings or other disposition of
the
second lien Mortgage Loan that becomes 60 days Delinquent, the Company may
continue making advances on such second lien Mortgage Loan.
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 Mortgage Loan shall
continue until such 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.
Subject
to and in accordance with the provisions of Article VIII hereof, in the event
the Company fails to make any required Advance, in whole or in part, then the
Master Servicer or any other Successor Master Servicer appointed hereunder
shall
be obligated to remit such Advance to the Trustee on the Distribution Account
Deposit Date an amount equal to such required Advance to the extent not
otherwise paid by the Company, net of the related Servicing Fee for such
Mortgage Loan. The Master Servicer or any other Successor Master Servicer shall
be obligated to make any such Advance only to the extent that such advance
would
not be a Nonrecoverable Advance. Subject to the foregoing, the Master Servicer
shall continue to make such Advances through the date that the Company is
required to do so under this Agreement. For the avoidance of doubt, if the
Company discontinues making any Advances pursuant to the third paragraph of
this
Section 6.01, the Master Servicer or any other Successor Master Servicer shall
not be obligated to make such Advances. 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 or any other
Successor Master Servicer shall be obligated to make such Advance in an amount
equal to such required Advance to the extent not otherwise paid by the Company
or the Master Servicer, net of the related Servicing Fee for such Mortgage
Loan.
The Trustee as Successor Master Servicer or any other Successor Master Servicer
shall be obligated to make any such Advance only to the extent that such advance
would not be a Nonrecoverable Advance. For the avoidance of doubt, if the
Company or the Master Servicer discontinues making any Advances pursuant to
the
third paragraph of this Section 6.01, the Trustee as Successor Master Servicer
or any other Successor Master Servicer shall not be obligated to make such
Advances.
Section
6.02 Compensating
Interest Payments.
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
Mortgage Loan, the Company shall, to the extent of the Servicing Fee for such
Distribution Date, deposit into the Distribution 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 Trust Fund or
the
Certificateholders. The Master Servicer shall not make Compensating Interest
Payments.
Section
6.03 REMIC
Distributions.
On
each
Distribution Date the Trustee shall be deemed to have allocated distributions
to
the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular
Interests in accordance with Section 6.07 hereof.
Section
6.04 Distributions.
(a) Subject
to Section 5.11(c), on each Distribution Date, an amount equal to the Interest
Funds and Principal Funds for each Loan Group for such Distribution Date shall
be withdrawn by the Trustee from 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-1 Certificates and Class I-A-2 Certificates,
the
Current Interest and then any Interest Carry Forward Amount for each
such
Class, on a pro rata basis, based on the entitlement of each such
Class; and
|
|
(ii)
|
Loan
Group II, to the Class II-A Certificates, the Current Interest and
then
any Interest Carry Forward Amount for such Classes, on a pro rata
basis,
based on the entitlement of each 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;
(ii) Loan
Group II, to the Class I-A-1 Certificates and Class I-A-2 Certificates, the
remaining Current Interest, if any, and the remaining Interest Carry Forward
Amount, if any, for such Classes, on a pro rata basis, based on the
entitlement of each such Class;
(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, Class M-7,
Class M-8 and Class M-9 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 shall be the Extra Principal
Distribution Amount and shall be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount shall be applied as Excess Cashflow and distributed pursuant
to
clauses (4)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated to the Certificates as set forth in the definition of “Current
Interest” herein and Section 1.02.
(2) On
each
Distribution Date, the 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, sequentially,
to the Class I-A-1 Certificates and Class I-A-2 Certificates, in that order,
in
each case 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 Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(iii)
|
To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(iv)
|
To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(v)
|
To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(vi)
|
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(vii)
|
To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(viii)
|
To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to
zero;
|
|
(ix)
|
To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
until
the Certificate Principal Balance thereof is reduced to zero;
and
|
|
(x)
|
To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
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, sequentially,
to the Class I-A-1 Certificates and Class I-A-2 Certificates, in that order,
the
Class I-A Principal Distribution Amount for such Distribution Date, in each
case
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 Balances thereof are reduced
to zero;
|
(ii)
|
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups 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 in respect of both Loan Groups 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 in respect of both Loan Groups 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 in respect of both Loan Groups 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 in respect of both Loan Groups 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 in respect of both Loan Groups for such Distribution Date,
the
Class M-6 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
|
(viii)
|
To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-7 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
|
(ix)
|
To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-8 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
and
|
|
(x)
|
To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-9 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 applicable Principal Distribution Amount or the
applicable Class A Principal Distribution Amount, as applicable, otherwise
allocable to such Class A Certificates will be allocated to the remaining groups
of Class A Certificates in the same manner and order of priority described
above; and
(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
for
such Classes, on a pro rata basis, in accordance with the Interest
Carry Forward Amount due with respect to each such Class, to the extent not
fully paid pursuant to clause (1) (A) above and Section 5.11(d) and (b) second,
any Unpaid Realized Loss Amount for such Classes for such Distribution Date,
on
a pro rata basis, in accordance with the Applied Realized Loss Amount
allocated to each such Class;
(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, Class M-7, Class M-8 and Class M-9
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 5.11(d);
(C) From
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to each Class
of 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 amount of the Basis Risk Shortfall Carry Forward Amount for each such Class
to the extent not paid pursuant to Section 5.11(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 CE Interest
and
the Class CE 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, Class M-7, Class
M-8
and Class M-9 Certificates, sequentially in that order, any Basis Risk Shortfall
Carry Forward Amount for each such Class for such Distribution Date, if any,
in
each case to the extent not paid pursuant to Section 5.11(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, 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, Class M-7,
Class M-8 and Class M-9 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 (other than to the extent already 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 CE Interest and Class CE Certificates,
an amount equal to the Class CE 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 with respect to Prepayment Charges shall be
distributed to the Holders of the Class P Interest and the Class P Certificates,
provided that such distributions shall not be in reduction of the principal
balance thereof. On the Distribution Date immediately following the expiration
of the latest Prepayment Charge term as identified on the Mortgage Loan
Schedule, any amount on deposit in the Class P Certificate Account will be
distributed to the Holders of the Class P Interest and the Class P Certificates
in reduction of the Certificate Principal Balance thereof.
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 Certificates or Class M 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.
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 (other than the Class P Certificates), until the
Certificate Principal Balance thereof has been reduced to zero, and such amount
will be paid pursuant to Section 5.11(f).
(b) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Company shall deposit such funds into the Protected Account
pursuant to Section 5.01(b)(iii). 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 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 Spread. 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 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 Trustee 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 Trustee 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 fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver a report to the
Trustee in electronic form (or by such other means as the Master Servicer and
the Trustee may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Trustee such as to permit the
Trustee to prepare the Monthly Statement to Certificateholders and to make
the
required distributions for the related Distribution Date.
Section
6.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans allocated to any REMIC II Regular Interest
pursuant to Section 6.05(c) shall be allocated by the Trustee on each
Distribution Date as follows: first, to Excess Spread through an increased
distribution of the Extra Principal Distribution Amount for such Distribution
Date; second, to the Class CE Interest and Class CE Certificates, until the
Certificate Principal Balance or Uncertificated Principal Balance thereof,
as
applicable, has been reduced to zero; third, to the Class M-9 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-7 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; sixth,
to
the Class M-6 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; seventh, to the Class M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; ninth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the related
Class or Classes of Class A Certificates, on a pro rata basis, until
the Certificate Principal Balances thereof have been reduced to zero, provided,
however, any Realized Losses otherwise allocable to the Class I-A-1 Certificates
will first be allocated to the Class I-A-2 Certificates, until the Certificate
Principal Balance of that Class has been reduced to zero, and then to the Class
I-A-1 Certificates; and thirteenth, to the unrelated Class or Classes of Class
A
Certificates, on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to zero, provided, however, any Realized
Losses otherwise allocable to the Class I-A-1 Certificates will first be
allocated to the Class I-A-2 Certificates, until the Certificate Principal
Balance of that Class has been reduced to zero, and then to the Class I-A-1
Certificates. 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 to a Class CE
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 Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the Class CE Interest and
the Class CE Certificates pursuant to clause (G) of Section 6.04(a)(4). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balance or Uncertificated Principal Balance, as applicable, of the Class P
Interest and the Class P Certificates.
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the Certificates as of such Distribution Date, (other than the
Class CE Certificates and Class P Certificates) after giving effect to all
distributions and prior allocations of Realized Losses on the Mortgage Loans
on
such date, to an amount less than the aggregate Stated Principal Balance of
all
of the Mortgage Loans as of the first day of the month of such Distribution
Date
(such limitation, the “Loss Allocation Limitation”). In addition in no event
will the Certificate Principal Balance of any Certificate be reduced more than
once in respect of any particular amount both (i) allocable to such Certificate
in respect of Realized Losses and (ii) payable as principal to the Holder of
such Certificate from Remaining Excess Spread.
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 Group I Loans shall be allocated on each Distribution
Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-60-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 on a pro
rata basis between such REMIC I Regular Interests. All Realized Losses on
the Group II Loans shall be allocated on each Distribution Date to REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-60-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 on a pro rata basis between such
REMIC I Regular Interests.
(i) The
REMIC
II Marker Percentage of all Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the following REMIC II
Regular Interests in the following specified percentages: first, to
Uncertificated Accrued Interest payable to the 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 the 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 M-9 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-9 has been reduced to zero; fourth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-8 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-8 has been
reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest M-7 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-7 has been reduced to zero; sixth, 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; seventh, 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; eighth, 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; ninth, 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; tenth, 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; eleventh, 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; twelfth,
to
the Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%,
to
the Uncertificated Principal Balances of the related REMIC II Regular Interests
I-A-1, I-A-2 and II-A, 1.00% on a pro rata basis, and to the
Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%, until
the Uncertificated Principal Balances of such REMIC II Regular Interests I-A-1,
I-A-2 and II-A have been reduced to zero, provided, however, any Realized Losses
otherwise allocable to REMIC II Regular Interest I-A-1 will first be allocated
to REMIC II Regular Interest Class I-A-2, until the Uncertificated Principal
Balance of such REMIC II Regular Interest has been reduced to zero, and then
to
REMIC II Regular Interest I-A-1; and thirteenth, to the Uncertificated Principal
Balance of REMIC II Regular Interest AA, 98.00%, to the Uncertificated Principal
Balances of the unrelated REMIC II Regular Interests I-A-1, I-A-2 and II-A,
1.00% on a pro rata basis, and to the Uncertificated Principal Balance
of REMIC II Regular Interest ZZ, 1.00%, until the Uncertificated Principal
Balances of such REMIC II Regular Interests I-A-1, I-A-2 and II-A have been
reduced to zero, provided, however, any Realized Losses otherwise allocable
to
REMIC II Regular Interest I-A-1 will first be allocated to REMIC II Regular
Interest Class I-A-2, until the Uncertificated Principal Balance of such REMIC
II Regular Interest has been reduced to zero, and then to REMIC II Regular
Interest I-A-1.
(ii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee 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 aggregate 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 Trustee shall prepare and make available to
each Holder of Certificates, the Master Servicer, the Swap Provider 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 Master Servicer or the Company
for
the related Due Period;
(iv) 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;
(v) the
amount of the related distribution to Holders of the Class A Certificates and
Class M 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);
(vi) the
amount of such distribution to Holders of each Class of Class A Certificates
and
Class M Certificates allocable to interest and the portion thereof, if any,
provided by the Swap Agreement and the amount of coverage remaining under either
credit enhancement;
(vii) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for each Class of Certificates (if any);
(viii) the
Pass-Through Rate for each Class of Class A Certificates and Class M
Certificates with respect to the current Accrual Period, and, if applicable,
whether such Pass-Through Rate was limited by the related Net Rate
Cap;
(ix) the
number and aggregate Stated Principal Balance of all of the Mortgage Loans
for
the following Distribution Date, together with updated pool composition
information including the following: weighted average mortgage rate and weighted
average remaining term;
(x) the
Certificate Principal Balance of the Class A Certificates and Class M
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;
(xi) the
number and aggregate Stated Principal Balance of the Mortgage Loans in each
Loan
Group (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 (1) 30 days Delinquent, (2) 60
days Delinquent and (3) 90 days or more Delinquent 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 and separately identifying
such
information for the (1) first lien Mortgage Loans, (2) second lien Mortgage
Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan
Group;
(xii) the
amount of aggregate 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;
(xiii) the
amount, if any, of excess cashflow or excess spread and the application of
such
excess cashflow;
(xiv) the
total
number and principal balance of any Mortgage Loans that have been modified
in
the previous twelve Distribution Dates (beginning with the Cut-off
Date);
(xv) the
total
number and principal balance of any Mortgage Loans that have been repurchased
and substituted in the previous twelve Distribution Dates;
(xvi) the
cumulative Realized Losses through the end of the preceding month;
(xvii) 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;
(xviii) 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 close of business on the prior calendar
month;
(xix) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related calendar month;
(xx) with
respect to each Loan Group, material breaches of pool asset representation
or
warranties or transaction covenants;
(xxi) the
Delinquency Percentage;
(xxii) whether
a
Trigger Event exists;
(xxiii) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class P Certificates allocable to Prepayment Charges;
(xxiv) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers and whether the trigger
was
met;
(xxv) the
amount of the Prepayment Charges remitted by the Master Servicer and the amount
on deposit in the Reserve Fund;
(xxvi) updated
pool composition data including the following: weighted average mortgage rate
and weighted average remaining term;
(xxvii) 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; and
(xxviii) 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.
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 Trustee five
calendar days before each Distribution Date, and if no such notification occurs,
the Trustee has no obligation to report with respect to (xxv). The Depositor
covenants to the Trustee that there will be no new issuance of securities backed
by the same asset pool, so the Trustee 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
Trustee may make the foregoing Monthly Statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders via the Trustee’s internet website.
The Trustee’s internet website shall initially be located at “xxx.xxxxxxxx.xxx”.
Assistance in using the website can be obtained by calling the Trustee at (000)
000-0000. Parties that are unable to use the above distribution options are
entitled to have a paper copy mailed to them via first class mail by calling
the
Trustee and indicating such. The Trustee may change the way Monthly Statements
are distributed in order to make such distributions more convenient or more
accessible to the above parties.
(b) The
Trustee’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 parties providing the information to the
Trustee. The Trustee will make available a copy of each statement provided
pursuant to this Section 6.06 to each Rating Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
cause to be furnished upon request to each Person who at any time during the
calendar year was a Certificateholder, a statement containing the information
(only with respect to principal and interest) set forth in clauses (a)(v) and
(a)(vi) 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 Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in
effect.
(d) Upon
filing with the Internal Revenue Service, the Trustee shall furnish to the
Holders of the Residual Certificates the applicable Form 1066 and 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
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 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 Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the 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 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
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V
and REMIC VI 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 Protected Account, any REO Property, any proceeds of the foregoing
and any other 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). 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 CE Interest shall constitute the assets of REMIC IV.
The
Class P Interest shall constitute the assets of REMIC V. The Class IO Interest
shall constitute the assets of REMIC VI.
(b) (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 REMIC I Regular Interests I-1-A through I-60-B or withdrawn from
the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(ii) 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-60-B, on a
pro rata basis, 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;
(iii) 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-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance 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 on a pro rata basis between such REMIC I
Regular Interests; and
(iv) 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 REMIC I Regular Interests II-1-A through II-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(v) 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
the
holders of each of the REMIC I Regular Interests II-1-A through II-60-B, on
a
pro rata basis, 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;
(vi) 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-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance 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 on a pro rata basis between such REMIC I
Regular Interests; and
(vii) 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 REMIC I Regular Interest P, provided that
such amounts shall not reduce the Uncertificated Principal Balance of REMIC
I
Regular Interest P. On the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular
Interest P in reduction of the Uncertificated Principal Balance
thereof.
(c) (1) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
II Regular Interests (other than REMIC II Regular Interest P) 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 both 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 both 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 IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp,
XX and P), on a pro rata basis, 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 Certificate or Class M 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 both 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, on a pro rata
basis, 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
IO,
1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an amount equal to the REMIC II Marker
Allocation Percentage of the remainder of the Interest Funds and Principal
Funds
for both 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, 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 Certificate or Class M 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;
(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 both
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 aggregate 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, amounts representing Prepayment Charges on the Mortgage
loans deemed distributed in respect of REMIC I Regular Interest P shall be
deemed to be distributed to REMIC II Regular Interest P, provided that such
amounts shall not reduce the Uncertificated Principal Balance of REMIC II
Regular Interest P. On the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC
I
Regular Interest P in reduction of the Uncertificated Principal Balance thereof
shall be deemed to be distributed to REMIC II Regular Interest P in reduction
of
the Uncertificated Principal Balance thereof.
(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 Certificates and Class M Certificates at a pass-through rate
equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the
Corresponding Certificate and (ii) the Net Rate Cap 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
Certificates and Class M Certificates as such amounts are payable and allocable
to the Corresponding Certificates.
(e) On
each
Distribution Date, an amount equal to the amounts 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 CE Distribution Amount
distributable to the Class CE Interest.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest P shall be deemed distributed by REMIC III to REMIC V in respect of
the
Class P Interest.
(g) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect
of
the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI
in
respect of REMIC VI 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-5. 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-1
|
$ |
100,000
|
$ |
1.00
|
$ |
182,835,000.00
|
||||||
|
I-A-2
|
$ |
100,000
|
$ |
1.00
|
$ |
32,266,000.00
|
||||||
|
II-A
|
$ |
100,000
|
$ |
1.00
|
$ |
291,210,000.00
|
||||||
|
M-1
|
$ |
100,000
|
$ |
1.00
|
$ |
36,848,000.00
|
||||||
|
M-2
|
$ |
100,000
|
$ |
1.00
|
$ |
18,779,000.00
|
||||||
|
M-3
|
$ |
100,000
|
$ |
1.00
|
$ |
14,527,000.00
|
||||||
|
M-4
|
$ |
100,000
|
$ |
1.00
|
$ |
13,110,000.00
|
||||||
|
M-5
|
$ |
100,000
|
$ |
1.00
|
$ |
13,818,000.00
|
||||||
|
M-6
|
$ |
100,000
|
$ |
1.00
|
$ |
11,692,000.00
|
||||||
|
M-7
|
$ |
100,000
|
$ |
1.00
|
$ |
12,047,000.00
|
||||||
|
M-8
|
$ |
100,000
|
$ |
1.00
|
$ |
12,401,000.00
|
||||||
|
M-9
|
$ |
100,000
|
$ |
1.00
|
$ |
8,857,000.00
|
||||||
|
CE
|
10 | % | 1 | % | $ | 60,233,576.36 | (1) | |||||
|
P
|
$ |
100.00
|
N/A
|
$ |
100.00
|
|||||||
|
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
Certificates shall be executed by manual or facsimile signature on behalf of
the
Trustee 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 Trustee shall bind the Trustee,
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 Trustee 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 Trustee 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 Trustee 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
Trustee 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 Trustee shall provide for the
registration of Certificates and of Transfers and exchanges of Certificates
as
herein provided. Upon surrender for registration of Transfer of any Certificate,
the Trustee shall 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 Trustee. Whenever any Certificates
are
so surrendered for exchange, the Trustee 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 Trustee duly executed by the Holder thereof or
his
attorney duly authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Trustee in accordance with the
Trustee’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 Trustee maintained for such purpose, the Trustee 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 subsection 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 subsection 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
Trustee shall register such transfer only upon compliance with the provisions
of
subsection 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 Trustee shall register such transfer only upon compliance with the
provisions of subsection 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 Trustee shall register such transfer if the transferee has
provided the Trustee 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 subsection 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 subsection 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 Trustee 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 Trustee 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 Trustee 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
Trustee 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 Trustee 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 Trustee
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 in
writing the facts surrounding the Transfer by (x)(i) the delivery to the Trustee
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 an Opinion of Counsel addressed to the Trustee 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 Sellers,
the Master Servicer 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 shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, 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 Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the 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 Sellers 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 CE Certificate
shall be made unless the proposed transferee of such Class CE Certificate (1)
provides to the Trustee 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
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 CE 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 CE Certificate complies with the foregoing
conditions and (ii) the proposed majority holder of the Class CE 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 Trustee, 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 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 CE Certificates. Upon receipt of any tax
certification form pursuant to the conditions set forth in this paragraph from
a
holder of any Class CE Certificate, the Trustee 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 CE 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 CE Certificate to a transferee which does not comply
with
the requirements of this paragraph shall be deemed null and void under this
Agreement.
Prior
to
the termination of the Supplemental Interest Trust, each beneficial owner of
a
Class A Certificate or Class M Certificate or any interest therein, shall be
deemed to have represented by virtue of its acquisition or holding of the
Offered Certificate, or interest therein that either (i) such transferee is
not
an employee benefit plan subject to Section 406 of ERISA or a plan subject
to
Section 4975 of the Code (either a “Plan”), or a Person acting on behalf of a
Plan or using the assets of a Plan, or (ii) the transferee provides a
representation, or is deemed to represent in the case of the 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 and the separate
right to receive payments from the Supplemental Interest Trust are eligible
for
exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14,
XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
a Class M 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 (a)(i) it is not a Plan or investing with “Plan
Assets” within the meaning of Department of Labor Regulation 29 C.F.R.
2510.3-101, as modified by Section 3(42) of ERISA, (ii) it has acquired and
is
holding such certificate in reliance on the Exemption, and that it understands
that there are certain conditions to the availability of the Exemption,
including that the certificate must be rated, at the time of purchase, not
lower
than “BBB-” (or its equivalent) by S&P, Fitch, Dominion Bond Rating Service
Limited (known as DBRS Limited), Dominion Bond Rating Service, Inc. (known
as
DBRS, Inc.) or Xxxxx’x, and the certificate is so rated or (iii) (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 Sections I and
III
of PTCE 95-60 have been satisfied.
Neither
the Trustee 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 and the Master
Servicer from and against any and all liabilities, claims, costs or expenses
incurred by the Trustee or the Master Servicer as a result of such attempted
or
purported transfer. Neither the Trustee nor the Master Servicer 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. Neither the Trustee 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 nor the Master Servicer shall be under
any
liability to any Person for any registration or transfer of any ERISA Restricted
Certificate that is in fact not permitted by this subsection 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.
The Trustee 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 Trustee shall be paid and delivered by the Trustee to the
last
preceding Holder of such Certificate that is not a Plan or Person acting on
behalf of a Plan.
No
Transfer of a Class CE, Class P or Residual Certificate shall be made 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 Trustee and
the
Master Servicer acceptable to and in form and substance satisfactory to the
Trustee and the Master Servicer, 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 Trustee shall have received an Opinion of Counsel for the benefit
of
the Trustee and the Master Servicer and on which they may rely, satisfactory
to
the Trustee, 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
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 Master Servicer or the Depositor.
(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 Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless, in addition to the certificates required
to
be delivered to the Trustee under subsection (h) above, the Trustee 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 Q (a “Transferor Affidavit”).
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transferee 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 Trustee 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 subsection 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 subsection 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. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by subsection 7.02(h) and this subsection 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 Trustee shall be entitled but not obligated to recover
from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time it became a Holder or, at such subsequent time as it
became other than a Permitted Transferee, all payments made on such Residual
Certificate at and after either such time. Any such payments so recovered by
the
Trustee shall be paid and delivered by the Trustee to the last preceding
Permitted Transferee of such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Trustee, all information necessary to compute any tax imposed under Section
860E(e) of the Code as a result of a Transfer of an Ownership Interest in a
Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this subsection
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 Trustee of an Opinion of Counsel addressed to the Trustee,
which
Opinion of Counsel shall not be an expense of the Trustee, the Sellers or the
Master Servicer to the effect that the elimination of such restrictions, or
any
Transfer allowed by the elimination of such restrictions, will not cause REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, 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 Trustee and furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate 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 Sellers or the Master Servicer.
Section
7.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof and (b) there is delivered to the
Trustee such security or indemnity as may be required by them to save each
of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, 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 Trustee may require the payment of
a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses
of
the Trustee) connected therewith. Any replacement Certificate issued pursuant
to
this Section 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 Trustee under the terms of this Section 7.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
Section
7.04 Persons
Deemed Owners.
The
Trustee and any agent of 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 Trustee nor any agent of 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 (a) request such information in writing from the
Trustee, (b) state that such Certificateholders desire to communicate with
other
Certificateholders with respect to their rights under this Agreement or under
the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the Depositor or the Master
Servicer shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the Depositor, the Master Servicer or such Certificateholders at such
recipients’ expense the most recent list of the Certificateholders of the Trust
Fund held by the Trustee, if any. The Depositor and every Certificateholder,
by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section
7.06 Book-Entry
Certificates.
The
Regular Certificates (other than the Class CE Certificates and Class P
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 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 Trustee 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
Trustee 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 Trustee cause such Class to become Global Certificates,
the Depositor (with the assistance of the Trustee) 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 Trustee 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 Trustee 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 Trustee 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 Trustee that it elects to terminate the
book-entry system with respect to such Certificates through the Depository,
then
the Trustee 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 Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall countersign and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee 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 Trustee 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 Trustee of instructions from
the
Depository directing the Trustee 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 Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant’s account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner’s Voting Rights in such Class of Certificates and (iii)
the Trustee 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
Trustee will maintain or cause to be maintained at its expense an office or
offices or agency or agencies at the Corporate Trust Office where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.
ARTICLE
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.
(c) Each
of
the Depositor, the Company and the Master Servicer will keep in full force
and
effect its existence, rights and franchises as a corporation under the laws
of
the state of its incorporation, 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.
(d) 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 and the Master Servicer.
(c) The
Master Servicer agrees to indemnify the Indemnified Persons including LaSalle
Bank National Association as Trustee and in its individual capacity only to
the
extent of its performance of its duties hereunder, 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
(including any pending or threatened claim or legal action) relating to this
Agreement, including any powers of attorney delivered pursuant to this
Agreement, the Custodial Agreement or the Certificates (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 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 Trustee shall
have
given the Master Servicer and the Seller written notice thereof promptly after
the Trustee 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. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.
(d) The
Company agrees to indemnify the Indemnified Persons including LaSalle Bank
National Association as Trustee and in its individual capacity only to the
extent of its performance of its duties hereunder 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 the failure
of
the Company to perform in any way its duties and service the Mortgage Loans
in
strict compliance with the terms of this Agreement and for breach of any
representation or warranty of the Company contained herein. 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 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 to
so
notify the Company 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.
(e) The
Seller will indemnify any Indemnified Person including LaSalle Bank National
Association as Trustee and in its individual capacity only to the extent of
its
performance of its duties hereunder for any loss, liability or expense of any
Indemnified Person not otherwise paid or covered pursuant to subsections (a)
or
(b) above.
Section
8.04 Limitations
on Liability of the Depositor, the Company, the Master Servicer and
Others.
Subject
to the obligation of the Seller, the Company, and the Master Servicer to
indemnify the Indemnified Persons pursuant to Section 8.03:
(c) 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.
(d) The
Depositor, the Company, the Master Servicer and any director, officer, employee
or agent of the Depositor, the Company and the Master Servicer may rely in
good
faith on any document of any kind prima facie properly executed and submitted
by
any Person respecting any matters arising hereunder.
(e) The
Depositor, the Company, the Master Servicer, LaSalle Bank National Association
as Trustee and in its individual capacity only to the extent of its performance
of its duties hereunder, the Custodian and any director, officer, employee
or
agent of the Depositor, the Company, the Master Servicer, the Trustee or 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 this
Agreement, the Custodial Agreement, the Certificates, other than (i) any such
loss, liability or expense related to the Company’s or the Master Servicer’s
failure to perform its respective duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or any such loss, liability or expense incurred
by
reason of the Company’s or the Master Servicer’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, (ii) 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 (iii) 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.
(f) Neither
the Depositor, the Company nor the Master Servicer 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, with the consent of the Trustee (which consent shall not be
unreasonably withheld), 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 (expect any loss, liability or expense incurred 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 5.07. Nothing in this subsection 8.04(d) shall affect the Master
Servicer’s obligation to supervise, or to take such actions as are necessary to
ensure, the servicing and administration of the Mortgage Loans pursuant to
Section 4.01.
(g) 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.
(h) The
Master Servicer shall not be liable for any acts or omissions of the Company
except as otherwise expressly provided herein.
(i) The
Master Servicer may perform any of its duties hereunder or exercise its rights
hereunder either directly or through Affiliates, agents or
attorneys.
Section
8.05 Master
Servicer and Company Not to Resign.
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 written
consent of the Trustee (which consent shall not be unreasonably withheld),
(ii)
upon a determination that any such duties hereunder are no longer permissible
under applicable law and such impermissibility cannot be cured or (iii) in
the
case where a successor servicer to the Company cannot be appointed such that
each Rating Agency’s rating of the Certificates in effect will not be
downgraded, qualified or withdrawn. 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 the Rating Agencies of the
resignation of the Master Servicer.
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 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 that each Rating Agency’s rating of the Certificates in
effect immediately prior to such resignation will not be downgraded, qualified
or withdrawn as a result of such resignation, as evidenced by a letter to
such
effect delivered to the Master Servicer and the Trustee (at the expense of
the
Company), and with the prior written consent of the Master Servicer and Trustee
(which consent shall not be unreasonably withheld) 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) such successor shall
have
represented that it meets the eligibility criteria set forth in clause (i)
above
and (b) such successor has agreed to assume the obligations of the Company
hereunder to the extent of the 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
compensation is a fair price, such successor master servicer shall obtain two
quotations 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 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 its entirety as Master Servicer under this Agreement; provided,
however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which (or an Affiliate thereof the primary
business of which is the servicing of conventional residential mortgage loans)
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); (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
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective
date
of such 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 and the Trustee (at the expense
of
the Master Servicer); and (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 completed and such
action is permitted by and complies with the terms of this Agreement. 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 Trustee 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;
(ii) other
than with respect to clause (vii) 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 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;
(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;
(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;
(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;
(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) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 4.16, 4.17 or 4.18; or
(viii) The
Master Servicer fails to remit to the Trustee 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 Distribution Account Deposit Date.
If
an
Event of Default shall occur, then, and in the case of an Event of Default
described in clauses (i) through (vii) above, so long as such Event of Default
shall not have been remedied, the Trustee may, and, at the direction of the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall, by notice in writing to the Master Servicer
and the Swap Provider (with a copy to each Rating Agency), 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, 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 (vii) above upon direction from the
Depositor. If an Event of Default described in clause (viii) of this Section
9.01 shall occur, the Trustee shall, 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
Certificateholder or to reimbursement of 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 Advance
the
nonpayment of which was an Event of Default described in clause (viii) of this
Section 9.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
On
or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer hereunder, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 9.02 (a “Successor Master Servicer”). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer
is a
successor to the Master Servicer, make any Advance required by Article VI,
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, 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
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’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 Distribution Account and maintained
pursuant to Section 5.08, or thereafter be received with respect to the
applicable Mortgage Loans. The Trustee shall promptly notify the Rating Agencies
of the occurrence of an Event of Default known to the Trustee.
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 Sections 5.05 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.
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,
pursuant to Article VI 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 indemnifications
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
Mae
and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth
of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall
not be unreasonably withheld) and (iii) be willing to act as successor servicer
of any Mortgage Loans under this Agreement, 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 to deliver or provide, or any delay in
delivering or providing, any cash, 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 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
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Master Servicer to service
the
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
10.05. Any successor to the Master Servicer as successor servicer under any
Subservicing Agreement shall give notice to the applicable Mortgagors of such
change of servicer and shall, during the term of its service as successor
servicer maintain in force the policy or policies that the Master Servicer
is
required to maintain pursuant to Section 4.04.
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 over 50% 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 distribution
on the Certificates. 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 the Rating Agencies.
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:
(ii) 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
(iii) failure
on the part of the Company duly to observe or perform in any material respect
any other of the covenants or agreements (other than Section 4.16, Section
4.17
or Section 4.18) 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
(iv) 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
(v) 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
(vi) 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
(vii) 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;
(viii) 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
(ix) failure
by the Company to duly perform, within the required time period, its obligations
under Section 4.16, Section 4.17 or Section 4.18;
then,
and
in each and every such case, so long as a Company Default shall not have been
remedied, the Master Servicer or the Trustee as Successor Master Servicer,
by
notice in writing to the Company may, in addition to whatever rights the Master
Servicer or the Trustee as Successor Master Servicer may have under this
Agreement 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 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 Mortgage Loans or otherwise, shall pass
to and be vested in the Master Servicer or the Trustee as Successor Master
Servicer. Upon written request from the Master Servicer or the Trustee as
Successor Master Servicer, the Company shall prepare, execute and deliver,
any
and all documents and other instruments, place in the Trustee’s possession all
Mortgage Files relating to the 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 Mortgage Loans and related documents, or otherwise, at the Company’s sole
expense. The Company agrees to pay any costs and expenses incurred by the Master
Servicer or the Trustee as Successor Master Servicer in accordance with Section
4.03(c) and to cooperate with the Master Servicer or the Trustee as Successor
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 Mortgage Loans or any related REO
Property.
Section
9.06 Waiver
of Company Defaults.
The
Master Servicer or the Trustee as Successor 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
Section
10.01 Duties
of Trustee.
(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, undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement
as duties of the Trustee. 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 pursuant to any provision of this Agreement, the
Trustee shall examine them to determine whether they are in the form required
by
this Agreement; provided, however, that the Trustee shall not be responsible
for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer;
provided, further, that the Trustee shall not be responsible for the accuracy
or
verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Trustee shall make monthly distributions and the final
distribution to the Certificateholders from funds in the Distribution Account
as
provided in Sections 6.04 and 11.02 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided, however, that:
(i) 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, the duties and obligations
of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of 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 and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) The
Trustee shall not 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 unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the 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 exercising
any trust or other power conferred upon the Trustee 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
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held by or in the name of Trustee unless it is determined by a court
of
competent jurisdiction in a non-appealable judgment that the Trustee’s
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
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
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(vii) None
of
the Master Servicer, the Seller, the Depositor or the Trustee 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.
The
Trustee shall not 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 to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Master Servicer or the Company.
(e) All
funds
received by the Trustee and required to be deposited in the Distribution Account
pursuant to this Agreement shall be promptly so deposited by the
Trustee.
Section
10.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 10.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller, the Company or the
Master 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 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) The
Trustee shall not 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 reasonable security or
indemnity 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) The
Trustee shall not 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) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing 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 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 reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement. The Trustee 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 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 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. The Trustee
shall not be liable or responsible for the misconduct or negligence of any
of
the Trustee’s agents or attorneys or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the Trustee deem the nature of any action required on its part to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(viii) The
Trustee shall not 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) The
Trustee shall not 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.
(b) The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
are
hereby directed by the Depositor to execute, deliver and perform its respective
obligations under the Swap Administration Agreement and to perform the
obligations of the Trustee, the Swap Administrator and the Supplemental Interest
Trust Trustee, respectively, thereunder on the Closing Date and thereafter
on
behalf of the Holders of the Certificates (and any amendments or supplements
to
the Swap Administration Agreement as may be requested by the Majority Class
CE
Certificateholder regarding the distributions to be made to it or its designees
thereunder). The Seller, the Master Servicer, the Depositor and the
Certificateholders by acceptance of their Certificates acknowledge and agree
that the Trustee, the Swap Administrator and the Supplemental Interest Trust
Trustee shall execute, deliver and perform its respective obligations under
the
Swap Administration Agreement and shall do so solely in its capacity as Trustee,
the Swap Administrator and the Supplemental Interest Trust Trustee and not
in
its individual capacity. Amounts payable by the Trustee on any Distribution
Date
to the Swap Administrator shall be paid by the Trustee as provided herein.
The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
in
its individual capacity shall have no responsibility for any of the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as
Supplemental Interest Trust Trustee under the Swap Agreement. 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 Trustee 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 Trustee 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 Trustee’s or the Supplemental
Interest Trust Trustee’s gross negligence, willful misconduct or fraud. Any
Person appointed as successor trustee pursuant to Section 10.09 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
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee shall not have any responsibility
for their correctness. The Trustee makes no representation as to the validity
or
sufficiency of the Certificates (other than the signature and countersignature
of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing
shall not relieve the Trustee, or the Custodian on its behalf, of the obligation
to review the Mortgage Files pursuant to Section 2.02 of this Agreement. The
Trustee’s signature and countersignature (or countersignature of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not 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, the Trustee shall not be responsible
for the legality or validity of this 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. The Trustee shall not 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. The Trustee shall not 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 it hereunder or to record this Agreement.
Section
10.04 Trustee
May Own Certificates.
The
Trustee in its individual capacity or in any capacity other than as Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee and may otherwise deal with
the
parties hereto.
Section
10.05 Trustee’s
Expenses.
The
Trustee shall be entitled to recover from the Distribution Account pursuant
to
Section 5.09, all reasonable out of pocket expenses, disbursements and advances
and the expenses of the Trustee in connection with any Event of Default (or
anything related thereto, including any determination that an Event of Default
does or does not exist), 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 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
hereunder. If funds in the Distribution Account are insufficient therefor,
the
Trustee shall recover such expenses, disbursements or advances from the
Depositor and the Depositor hereby agrees to pay such expenses, disbursements
or
advances. 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.
The
Trustee and any successor Trustee 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
“BBB” or higher by Fitch with respect to their long-term rating and rated “BBB”
or higher by S&P and “Baa2” or higher by Xxxxx’x with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Trustee other than pursuant to Section 10.10, rated in one of the
two
highest long-term debt categories by each Rating Agency (at least “AA-” in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and
have a short-term debt rating of at least “A-1” from S&P, or otherwise
acceptable to, S&P. 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 shall cease to be
eligible in accordance with the provisions of this Section 10.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
10.08.
Section
10.07 Insurance.
The
Trustee, at its own expense, shall at all times 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”); provided, that such
insurance may be provided through self-insurance so long as the Trustee is
rated
“A” or better by S&P and “A1” or better by Xxxxx’x. 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 as to the Trustee’s compliance with this Section 10.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section
10.08 Resignation
and Removal of Trustee.
The
Trustee may at any time resign and be discharged from the Trust hereby created
by giving written notice thereof to the Depositor, the Seller and the Master
Servicer, with a copy to the Rating Agencies and the Swap Provider. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If
at any
time (i) the Trustee 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 shall become incapable of
acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall
take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed
with respect to the Trust Fund by any state in which the Trustee or the Trust
Fund is located, (B) the imposition of such tax would be avoided by the
appointment of a different trustee and (C) the Trustee fails to indemnify the
Trust Fund against such tax, then the Depositor or the Master Servicer may
remove the Trustee and appoint a successor trustee by written instrument, in
multiple copies, a copy of which instrument shall be delivered to the Trustee,
the Master Servicer and the successor trustee.
The
Holders evidencing more than 50% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor trustee
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 to the Master Servicer
or the Trustee so removed and the successor trustee so appointed. Notice of
any
removal of the Trustee shall be given to each Rating Agency by the Trustee
or
successor trustee.
Any
resignation or removal of LaSalle Bank National Association as Trustee shall
also result in the resignation or removal, as applicable, of LaSalle Bank
National Association as Swap Administrator. Any resignation or removal of the
Trustee and appointment of a successor trustee pursuant to any of the provisions
of this Section 10.08 shall become effective upon acceptance of appointment
by
the successor trustee as provided in Section 10.09 hereof and upon acceptance
of
appointment by a successor swap administrator under the Swap Administration
Agreement.
Section
10.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 10.08 hereof shall execute,
acknowledge and deliver to the Depositor, to its predecessor trustee and the
Master Servicer an instrument accepting such appointment hereunder and thereupon
the resignation or removal of the predecessor trustee shall become effective
and
such successor trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein.
No
successor trustee shall accept appointment as provided in this Section 10.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 10.06 hereof and its appointment shall not
adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
10.09, the successor trustee shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the successor trustee 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.
Any
Person appointed as successor trustee pursuant to this section 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
10.10 Merger
or Consolidation of Trustee.
Any
corporation, state bank or national banking association into which the Trustee
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 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, shall be
the
successor of the Trustee 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, 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 Trustee covenants
and agrees that it shall act as agent (and the Trustee is hereby appointed
to
act as agent) on behalf of the Trust Fund. The Trustee, as agent on behalf
of
the Trust Fund, shall do or refrain from doing, as applicable, the following:
(a) the Trustee 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; (b) the Trustee 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 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 Trustee 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 Trustee 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) 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) the Trustee shall
not 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 Trustee 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
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee shall sign or cause to be signed federal, state
or
local income tax or information returns or any other document prepared pursuant
to this Section 10.12 requiring a signature thereon by the relevant tax
authorities or other governmental entity; (j) the Trustee 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 Trustee 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) the Trustee shall not 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 (m) as and when necessary and appropriate, the Trustee, 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 the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within 10 days after
the
Closing Date all information or data that the Trustee requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Trustee promptly upon written
request therefor, any such additional information or data that the Trustee
may,
from time to time, request in order to enable the Trustee to perform its duties
as set forth herein. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee arising from
any
errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI 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, REMIC V or REMIC VI 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, REMIC V or REMIC
VI
and is not paid as otherwise provided for herein, such tax shall be paid (i)
by
the Master Servicer or Trustee, if any such tax arises out of or results from
a
breach by the Master Servicer or Trustee of any of its obligations under this
Agreement, provided, however, in no event shall the Master Servicer 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 those arising out of
a
negligent performance by the Master Servicer 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
Trustee) 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, 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 M-9
Certificates, second, to the Class M-8 Certificates, third, to the Class M-7
Certificates, fourth, to the Class M-6 Certificates, fifth, to the Class M-5
Certificates, sixth, to the Class M-4 Certificates, seventh, to the Class M-3
Certificates, eighth, to the Class M-2 Certificates, ninth, to the Class M-1
Certificates, and tenth, to the Class A Certificates (on a pro rata
basis based on the amounts to be distributed). Notwithstanding anything to
the
contrary contained herein, to the extent that such tax is payable by the Holder
of any such Certificates, the Trustee 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 tax. The Trustee shall include
in its Monthly Statement amounts allocated to the relevant Certificates, taking
into account the priorities described in the second preceding sentence. The
Trustee 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 Company and the Master Servicer 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
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
For
as
long as each REMIC shall exist, the Trustee and the Master Servicer shall act
in
accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and
the Trustee shall comply with any directions of the Seller or the Master
Servicer to assure such continuing treatment. In furtherance, but not in
limitation, of the foregoing, the Trustee and Master Servicer shall not (unless
expressly permitted under the terms of 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 has received a REMIC
Opinion addressed to 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 2.02 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.
For
the
avoidance of doubt, notwithstanding anything stated to the contrary herein,
neither the Supplemental Interest Trust Trustee nor the Swap Administrator
nor
the Trustee shall have any responsibility for the entity-level tax filing or
tax
preparation of the Supplemental Interest Trust.
ARTICLE
XI
TERMINATION
Section
11.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(a) Subject
to Section 11.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
Trust Fund shall terminate upon the earlier of (a) the exercise of the Majority
Class CE Certificateholder (or its designee) or the Company, as applicable,
pursuant to clause (b) below of its right to repurchase 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 Company, the Master Servicer and the Trustee, (iv)
unreimbursed out-of pocket costs of the Company and 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 payable
pursuant to Section 10.05 or of the Custodian pursuant to the Custodial
Agreement, (vi) any Swap Termination Payment (which shall include any Net Swap
Payment payable to 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, as applicable. 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.
(b) The
Majority Class CE Certificateholder shall have right to repurchase all Mortgage
Loans and related REO Properties at any time at which the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund is not more
than 10% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans. If the Majority Class CE Certificateholder does not exercise this option,
the Company has the right to repurchase all Mortgage Loans and related REO
Properties pursuant to clause (a) in Section 11.01(a), conditioned upon the
Stated Principal Balance of all of the Mortgage Loans in the Trust Fund, at
the
time of any such repurchase, aggregating 5% or less of the aggregate Cut-off
Date Principal Balance of all of the Mortgage Loans. If the Majority Class
CE
Certificateholder or the Company elects to terminate the Trust Fund pursuant
to
this Section 11.01 (such termination, an “Optional Termination”), the Majority
Class CE Certificateholder or the Company, as applicable, 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 10.02(ii), notify
in
writing (which may be done in electronic format) the Depositor, the Master
Servicer, the Trustee and the Swap Provider of the final Distribution Date
on
which the Majority Class CE Certificateholder or the Company, as applicable,
intends to terminate the Trust Fund.
(c) In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to Section 11.01(b),
the Trustee shall, no later than 4:00 pm New York City time on such day, request
in writing (which may be done by facsimile) and by phone from the Swap Provider
the amount of the Estimated Swap Termination Payment (as defined in the Swap
Agreement) and otherwise in accordance with the notice requirements of Part
5(c)(v) of the Swap Agreement. The Swap Provider shall, no later than 2:00
pm on
the following Business Day, notify in writing (which may be done in electronic
format) the Trustee of the amount of the Estimated Swap Termination Payment
(as
defined in the Swap Agreement) the Trustee shall promptly on the same day notify
the Majority Class CE Certificateholder or the Company, as applicable, of the
amount of the Estimated Swap Termination Payment.
(d) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 11.01(b), (i) the Majority Class CE
Certificateholder or the Company, as applicable, shall, no later than 1:00
pm
New York City time on such 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 Trustee 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 not more than 10% of the aggregate Cut-off Date Principal
Balance of all of the Mortgage Loans or 5% of the aggregate Cut-off Date
Principal Balance of all of the Mortgage Loans, as applicable, and that all
other requirements of the Optional Termination have been met, including without
limitation, the deposit required pursuant to this clause (d) as well as the
requirements specified in Section 11.03, then the Trustee shall, on the same
Business Day, provide written notice to the Majority Class CE Certificateholder,
the Depositor, the Company, the Master Servicer, the Supplemental Interest
Trust
Trustee, the Trustee, the Custodian and the Swap Provider (in accordance with
the applicable provision of the Swap Agreement) 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 Trustee’s
providing the notice described in the preceding sentence, the Optional
Termination shall become irrevocable, the notice to Certificateholders of such
Optional Termination provided pursuant to the second paragraph of Section 11.02
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 Trustee written notice of the amount of the Swap Optional
Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section 11.02(ii)
and in the event that the Trustee fails to provide the notice described in
the
preceding sentence, any notice provided under Section 11.01(b) shall be deemed
rescinded.
(e) 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 CE Certificateholder or the Company, as applicable, shall be withdrawn
by
the Trustee from the Distribution Account on the related final Distribution
Date
and distributed as follows: (i) to the Supplemental Interest Trust for payment
to the Swap Provider in accordance with Section 5.11(c), an amount equal to
the
Swap Optional Termination Amount calculated pursuant to the Swap Agreement,
provided that in no event shall the amount distributed to the Swap Provider
in
respect of the Swap Optional Termination Amount exceed the Estimated Swap
Termination Payment, and (ii) to the Majority Class CE Certificateholder or
the
Company, as applicable, 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.
(f) Upon
receipt by the Custodian of notice from the Trustee pursuant to Section 11.01(d)
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.
(g) 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 Trustee to send a final distribution notice
promptly to each Certificateholder or (ii) the Trustee determines that a Class
of Certificates shall be retired after a final distribution on such Class,
the
Trustee shall notify the 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 will be made only upon presentation and surrender of the
related Certificates at the Corporate Trust Office of the Trustee. If the
Majority Class CE Certificateholder or the Company, as applicable, elects to
terminate the Trust Fund pursuant to Section 11.01, at least 20 days prior
to
the date notice is to be mailed to the Certificateholders, the Majority Class
CE
Certificateholder or the Company, as applicable, shall notify the Depositor,
the
Swap Provider and the Trustee of the date the Majority Class CE
Certificateholder or the Company, as applicable, intends to terminate the Trust
Fund. The Majority Class CE Certificateholder or the Company, as applicable,
shall remit the Mortgage Loan Purchase Price to the Trustee two Business Days
prior to the Distribution Date for such Optional Termination by the Majority
Class CE Certificateholder or the Company, as applicable.
(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 Trustee 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 will be made upon presentation and surrender of Certificates at
the
office therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made and (d) that the Record Date otherwise applicable to such Distribution
Date is not applicable, distributions being made only upon presentation and
surrender of the Certificates at the office therein specified. The Trustee
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 Trustee for deposit
in
the Distribution Account two Business Days 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 Trustee or
the
Custodian shall promptly release to the Seller as applicable the Mortgage Files
for the Mortgage Loans and the Custodian 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 Trustee shall distribute
to
Certificateholders of each Class 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 Trustee shall give a second written notice to
the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice all the applicable Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that remain a part
of
the Trust Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class R 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 CE Certificateholder or the Company, as
applicable, of its purchase option as provided in Section 11.01, the Trust
Fund
shall be terminated in accordance with the following additional requirements,
unless the Trustee has been supplied with an Opinion of Counsel addressed to
the
Trustee, at the expense of the Majority Class CE Certificateholder or the
Company, as applicable, 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 CE Certificateholder or the Company, as applicable, shall
establish a 90-day liquidation period and notify the Trustee thereof, and the
Trustee shall in turn specify the first day of such period in a statement
attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The
Majority Class CE Certificateholder or the Company, as applicable, shall satisfy
all the requirements of a qualified liquidation under Section 860F of the Code
and any regulations thereunder, as evidenced by an Opinion of Counsel addressed
to the Trustee obtained at the expense of the Majority Class CE
Certificateholder or the Company, as applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, 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 Trustee 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, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee 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 CE Certificateholder or the Company, as applicable, 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 CE Certificateholder or the Company, as
applicable.
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 conform to the
language in the Prospectus Supplement, 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 Protected Account is maintained by the Company,
the Master Servicer Collection Account is maintained by the Master Servicer
or
the Distribution Account is maintained by the Trustee 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 or the Trust Fund, 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 or if the purpose of such amendment is to conform to the language
in the Prospectus Supplement.
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, REMIC V or REMIC VI 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, REMIC V or REMIC VI pursuant to the Code that would be
a
claim against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
at any time prior to the final redemption of the Certificates, provided that
the
Trustee has been provided 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 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 with the consent of Holders of each Class of Certificates affected thereby,
evidencing over 50% of the Voting Rights of that Class, as applicable, 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, REMIC
or
REMIC VI 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, which opinion shall be an expense of the
party
requesting such amendment but in any case shall not be an expense of the
Trustee, 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, REMIC V or REMIC VI or the Certificateholders or cause any of REMIC I,
REMIC
II, REMIC III, REMIC IV, REMIC V or REMIC VI 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 that (i) such amendment
is
permitted and is not prohibited by this Agreement and 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 Depositor, the
Master Servicer or the Trustee shall enter into any amendment that could
reasonably be expected to have a material adverse effect on the interests of
the
related Swap Provider (excluding, for the avoidance of doubt, any amendment
to
this Agreement that is entered into solely for the purpose of appointing a
successor servicer, master servicer, trustee or other service provider) without
the prior written consent of the related 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 Trustee 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 Sellers 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 the 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 Sellers 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 Sellers 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 Sellers 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
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge:
(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 or the Trustee and the
appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
4.21 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 the Master Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention: Xxxxxxxx Xxxxx
or such other address as may be hereafter furnished to the other parties hereto
by the Master Servicer in writing; (iii) in the case of the Seller or the
Company, EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx
00000 (Facsimile: (000) 000-0000), attention: General Counsel or such other
address as may be hereafter furnished to the other parties hereto by the Seller
or the Company in writing; (iv) in the case of the Trustee, at each Corporate
Trust Office or such other address as the Trustee may hereafter furnish to
the
other parties hereto, (v) in the case of Bear Xxxxxxx Financial Products Inc.,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (vi) in the case of the Rating
Agencies, (x) Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Home Equity Monitoring and (y) Fitch, Inc., Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, XX 00000. Any notice delivered to the Seller, the Master
Servicer 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 8.07, this Agreement may not be assigned by the Master Servicer, EMC
(on
its own behalf as Seller and on behalf of Master Funding) 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 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 to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein
or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 12.08, each and every Certificateholder or the
Trustee 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
Trustee 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 Master Servicer, the Seller, the Company
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/
Xxxxxx X. Xxxxxxxxx, Xx.
|
|
Name:
|
Xxxxxx
X. Xxxxxxxxx, Xx.
|
|
Title:
|
Vice
President
|
|
EMC
MORTGAGE CORPORATION,
|
|
|
as
Seller, Master Servicer and Company
|
|
|
By:
|
/s/
Xxxxx Xxxx
|
|
Name:
|
Xxxxx
Xxxx
|
|
Title:
|
Executive
Vice President
|
|
LASALLE
BANK NATIONAL ASSOCIATION,
|
|
|
as
Trustee
|
|
|
By:
|
/s/
Xxxxx X. Xxxx
|
|
Name:
|
Xxxxx
X. Xxxx
|
|
Title:
|
Vice
President
|
|
STATE
OF NEW YORK
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
this
30th day of
August, 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 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 XXXXXX
|
)
|
On
this
30th day of
August, 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 ILLINOIS
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF XXXX
|
)
|
On
this
30th day of
August, 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 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 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]
EXHIBIT
A-1
Form
of
Class 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 TRUSTEE NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE TRUSTEE 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-A-1][I-A-2][II-A] Senior
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
August
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
September
25, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_________]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-A-1][I-A-2][II-A] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, first and second lien,
subprime, one- to four-family fixed and adjustable 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 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 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, first and second lien, subprime, fixed
and adjustable 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”) and Master Funding LLC to BSABS I. EMC 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, Master
Servicer and company, and LaSalle Bank National Association, 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 immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee 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 so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of 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.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee 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 the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of 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 Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 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 Depositor, the Master Servicer, 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 and any REO Property 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 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
Trustee 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 Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-A-1][I-A-2][II-A] Certificates referred to in the
within-mentioned Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
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 Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
[CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS
M-5
CERTIFICATES] [,] [AND] [CLASS M-6 CERTIFICATES] [,] [AND] [CLASS M-7
CERTIFICATES] [AND] [CLASS M-8 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 TRUSTEE 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 TRUSTEE 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][M-2][M-3][M-4][M-5][M-6] [M-7][M-8][M-9]
Subordinate
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
August
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
September
25, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[________]
|
|
Last
Scheduled Distribution Date:
August
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9] Certificates with respect to
a
Trust Fund consisting primarily of a pool of conventional, closed-end, first
and
second lien, subprime, one- to four-family fixed and adjustable 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 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 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, first and second lien, subprime, fixed
and adjustable 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”) and Master Funding LLC to BSABS I. EMC 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, Master
Servicer and company, and LaSalle Bank National Association, 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 immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee 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 so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of 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.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee 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 the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of 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 Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 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
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 and any REO Property 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 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
Trustee 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 Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9] Certificates
referred to in the within-mentioned Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
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 P Certificate
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. 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 TRUSTEE NAMED
HEREIN.
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 TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE 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 TRUSTEE 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 TRUSTEE, 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
P
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
August
1, 2007
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$100.00
|
|
First
Distribution Date:
September
25, 2007
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$100.00
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[______]
|
|
Last
Scheduled Distribution Date:
August
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
P
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, closed-end, first and second lien, subprime, one- to four-family
fixed and adjustable 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 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 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, first and second lien,
subprime, fixed and adjustable 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”) and Master Funding LLC (“Master Funding LLC”, and
together with EMC, the “Sellers”) to BSABS I. EMC 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, Master Servicer and company,
and LaSalle Bank National Association, 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
Trustee 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 Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee 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
Trustee 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, or
(ii)
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 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; provided, however, that such representation
letters will
not be required in connection with any transfer of any this Certificate by
the
Depositor to an affiliate of the Depositor, and the Trustee shall be entitled
to
conclusively rely upon a representation (which, upon the request of the Trustee,
shall be a written representation) from the Depositor of the status of such
transferee as an affiliate of the Depositor. Neither the Depositor nor
the Trustee 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 Depositor, the Sellers 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 P
Certificate will be made unless the Trustee 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(h) 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 the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of 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 Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 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
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 and any REO Property 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 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
Trustee 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 Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
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 CE Certificates
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”).
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 TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE 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 TRUSTEE 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 TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE
AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF
SUCH CERTIFICATE (1) PROVIDES TO THE TRUSTEE 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 CE 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 TRUSTEE, 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 TRUSTEE 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.
|
Certificate
No. 1
|
Percentage
Interest: 100%
|
|
Class
CE
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
August
1, 2007
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
September
25, 2007
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
August
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
CE
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, closed-end, first and second lien, subprime, one-to-four family
fixed and adjustable 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 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 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 conventional, closed-end, first and second lien, fixed
and
adjustable 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”) and Master Funding LLC (“Master Funding LLC”, and together
with EMC, the “Sellers”) to BSABS I. EMC 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, Master Servicer and company,
and LaSalle Bank National Association, 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
Trustee 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 Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee 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
Trustee 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, or
(ii)
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 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; provided, however, that such representation
letters will
not be required in connection with any transfer of any this Certificate by
the
Depositor to an affiliate of the Depositor, and the Trustee shall be entitled
to
conclusively rely upon a representation (which, upon the request of the Trustee,
shall be a written representation) from the Depositor of the status of such
transferee as an affiliate of the Depositor. Neither the Depositor nor
the Trustee 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 Depositor, the Sellers 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 CE
Certificate will be made unless the Trustee 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(h) 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 the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of 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 Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 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
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 and any REO Property 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 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
Trustee 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 Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class CE Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
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 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 IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(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 TRUSTEE 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 TRUSTEE, 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
THE TRUSTEE 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][R-2][R-3][RX]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
August
1, 2007
|
|
|
First
Distribution Date:
September
25, 2007
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
August
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[R-1][R-2][R-3][RX] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, first and second lien,
subprime, one- to four-family fixed and adjustable 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 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 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, first and second lien,
subprime, fixed and adjustable 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”) and Master Funding LLC to BSABS I. EMC 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,
Master Servicer and company, and LaSalle Bank National Association, 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 Trustee 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
Trustee 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 Trustee 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 Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Class [R-1][R-2][R-3][RX] Certificate will be made unless
the
Trustee 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(h) 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 the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of 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 Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 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 Depositor, the Master Servicer, 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 and any REO Property 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 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
Trustee 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 Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the
within-mentioned Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
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
B
MORTGAGE
LOAN SCHEDULE
LOAN_SEQ ZIP_CODE STATE CITY1 PROPTYPE
------------------------------------------------------------------------------------------------------------------------
17286850 51401 IA XXXXXXX Single Family
17243093 28160 NC SPINDALE Single Family
17256131 69361 NE SCOTTSBLUFF Single Family
17275786 24540 VA DANVILLE Single Family
17272392 29341 SC Gaffney Single Family
17272478 14611 NY ROCHESTER Single Family
17217617 72616 AR BERRYVILLE Single Family
17256962 46203 IN INDIANAPOLIS Single Family
17267885 32351 FL QUINCY Single Family
17256565 14301 NY NIAGARA FALLS Single Family
17266224 35221 AL BIRMINGHAM Single Family
17266488 31705 GA ALBANY Single Family
17255409 46953 IN XXXXXX Single Family
17251641 72342 AR HELENA Single Family
17257150 46201 IN INDIANAPOLIS Single Family
17248553 35208 AL BIRMINGHAM Single Family
17252820 17701 PA WILLIAMSPORT Single Family
17217088 37421 TN CHATTANOOGA Single Family
17214981 39601 MS BROOKHAVEN Single Family
17256325 63147 MO Saint Louis Single Family
17279127 12144 NY RENSSELAER 2-4 Family
17265652 19601 PA READING 2-4 Family
17231526 36108 XX XXXXXXXXXX Single Family
17263722 46218 IN Indianapolis Single Family
17278602 46408 IN XXXX Single Family
17244684 38109 TN MEMPHIS Single Family
17264250 27260 NC HIGH POINT Single Family
17264317 38366 TN XXXXXX Single Family
17279641 85228 AZ COOLIDGE Single Family
17265968 8105 NJ CAMDEN Single Family
17255173 46410 IN Merrillville PUD
17279120 63932 MO BROSELEY Single Family
17259517 61544 IL LONDON XXXXX Single Family
17244736 63876 MO SENATH Single Family
17264198 64801 MO JOPLIN Single Family
17247738 23435 VA SUFFOLK Single Family
17264281 77449 TX KATY Single Family
17248572 36116 XX XXXXXXXXXX Single Family
17266401 17104 PA HARRISBURG 2-4 Family
17259642 52601 IA BURLINGTON Single Family
17221472 75041 TX Garland Single Family
17293730 32206 FL JACKSONVILLE Single Family
17256514 74033 OK GLENPOOL Single Family
17248426 77053 TX Houston Single Family
17280748 33054 FL OPA LOCKA Single Family
17230592 64134 MO Kansas City Single Family
17264301 27260 NC HIGH POINT Single Family
17230496 66102 KS Kansas City Single Family
17264305 16150 PA SHARPSVILLE Single Family
17238532 33844 FL XXXXXX CITY Single Family
17228573 15037 PA Xxxxxxxxx Single Family
17263560 38066 TN ROSSVILLE Single Family
17257097 19144 PA PHILADELPHIA Single Family
17251662 29203 SC COLUMBIA Single Family
17230520 24554 VA Xxxxxx Single Family
17252678 62095 IL Wood River Single Family
17297594 34450 FL INVERNESS Single Family
17279740 71075 LA SPRINGHILL Single Family
17217520 15068 PA NEW KENSINGTON Single Family
17244014 29527 SC Conway Single Family
17231454 00000 XX Xxxxxx Single Family
17221649 39204 XX XXXXXXX Single Family
17214964 73122 OK OKLAHOMA CITY Single Family
17256066 30815 GA HEPHZIBAH Single Family
17246743 63136 MO Saint Louis Single Family
17278596 78566 TX LOS FRESNOS Single Family
17250050 89119 NV LAS VEGAS Single Family
17244344 32024 FL Lake City Single Family
17255954 15690 PA Xxxxxxxxxxx Single Family
17293695 19151 PA PHILADELPHIA Single Family
17257153 30295 GA ZEBULON Single Family
17265857 50707 IA EVANSDALE Single Family
17256012 31206 GA MACON Single Family
17265543 54303 WI Green Bay Single Family
17267794 38108 TN MEMPHIS Single Family
17272514 85033 AZ PHOENIX Single Family
17278647 21230 MD BALTIMORE Single Family
17257133 8081 NJ SICKLERVILLE Single Family
17246641 75227 TX Dallas Single Family
17224318 32208 FL JACKSONVILLIE Single Family
17267744 32209 FL JACKSONVILLE Single Family
17266054 98951 WA WAPATO Single Family
17250020 53206 WI Milwaukee 2-4 Family
17248607 74902 OK POCOLA Single Family
17229521 4619 ME Calais Single Family
17275715 29651 SC XXXXX Single Family
17272444 53209 WI MILWAUKEE Single Family
17293523 31907 GA COLUMBUS Single Family
17280728 23222 VA RICHMOND Single Family
17251710 28128 NC XXXXXXX Single Family
17244750 37064 TN FRANKLIN Single Family
17224115 6770 CT Naugatuck Condominium
17255487 60107 IL STREAMWOOD Single Family
17255297 14072 NY GRAND ISLAND Single Family
17275699 60426 IL PHOENIX Single Family
17245714 21216 MD Baltimore Townhouse
17257154 78045 TX LAREDO Single Family
17245964 53206 WI MILWAUKEE Single Family
17251449 63114 MO Saint Louis Single Family
17264288 21216 MD BALTIMORE Single Family
17275023 72301 AR WEST MEMPHIS Single Family
17255200 53209 WI Milwaukee Single Family
17278541 27526 NC FUQUAY VARINA Single Family
17256163 19146 PA PHILADELPHIA Single Family
17286651 33801 FL LAKELAND Single Family
17251530 84123 UT TAYLORSVILLE Single Family
17286738 30349 GA ATLANTA Single Family
17243426 14172 NY XXXXXX Single Family
17160060 27909 NC XXXXXXXXX CITY Single Family
17142042 23437 VA SUFFOLK Single Family
17256020 77004 TX Houston Single Family
17256341 53206 WI Milwaukee Single Family
17293772 73120 OK OKLAHOMA CITY Single Family
17246016 61107 IL ROCKFORD Single Family
17264041 47130 IN JEFFERSONVILLE Single Family
17204036 31331 GA Xxxxxxxx Single Family
17293660 21212 MD BALTIMORE Single Family
17265957 37615 TN XXXXXXX CITY Single Family
17245940 19138 PA PHILADELPHIA Single Family
17247879 32254 FL JACKSONVILLE Single Family
17252667 77053 TX Houston PUD
17246882 29223 SC COLUMBIA Single Family
17257001 32526 FL PENSACOLA Single Family
17264022 23225 VA RICHMOND Single Family
17255445 87105 NM ALBUQUERQUE Single Family
17257030 19149 PA PHILADELPHIA Single Family
17272528 27522 NC CREEDMOOR Single Family
17243447 76501 TX TEMPLE Single Family
17272583 28139 NC RUTHERFORDTON Single Family
17228721 29550 SC HARTSVILLE Single Family
17279772 87121 NM ALBUQUERQUE Single Family
17243418 83442 ID RIGBY Single Family
17275712 85713 AZ TUCSON Single Family
17286846 21213 MD BALTIMORE Single Family
17295373 19464 PA POTTSTOWN Single Family
17256267 35215 AL Birmingham Single Family
17229193 36442 AL FLORALA Single Family
17257090 17356 PA RED LION Single Family
17266417 4401 ME BANGOR Single Family
17278546 23225 VA RICHMOND Single Family
17238607 75236 TX DALLAS Single Family
17249953 19567 PA Womelsdorf Townhouse
17231307 77803 TX Bryan Single Family
17248449 37214 TN NASHVILLE Single Family
17252601 30017 GA Xxxxxxx Single Family
17243079 33563 FL PLANT CITY Single Family
17272467 34684 FL PALM HARBOR Single Family
17265677 27577 NC SMITHFIELD Single Family
17265681 21229 MD BALTIMORE Single Family
17279618 74104 OK TULSA Single Family
17259638 31792 GA THOMASVILLE Single Family
17247461 54303 WI Green Bay Single Family
17229439 85201 AZ Mesa Condominium
17259489 77469 TX Richmond Single Family
17246940 53204 WI MILWAUKEE 2-4 Family
17267297 63136 MO ST LOUIS Single Family
17252841 23224 VA RICHMOND Single Family
17272263 30134 GA Douglasville Single Family
17265707 4953 ME NEWPORT Single Family
17264145 64485 MO SAVANNAH Single Family
17264256 33711 FL SAINT PETERSBURG Single Family
17279219 19120 PA PHILADELPHIA Single Family
17264000 23661 VA HAMPTON Single Family
17255365 83501 ID LEWISTON Single Family
17255396 78504 TX MCALLEN Single Family
17248444 87108 NM ALBUQUERQUE Single Family
17272591 31907 GA COLUMBUS Single Family
17155701 4281 ME SOUTH PARIS Single Family
17250241 30014 GA XXXXXXXXX Single Family
17297560 23075 VA HIGHLAND SPRINGS Single Family
17256494 88210 NM ARTESIA Single Family
17265645 27893 NC XXXXXX Single Family
17248439 28411 NC WILMINGTON Single Family
17264253 17257 PA SHIPPENSBURG Single Family
17256420 97601 OR KLAMATH FALLS Single Family
17267831 33603 FL TAMPA Single Family
17263579 32901 FL MELBOURNE Single Family
17230746 30260 GA XXXXXX Single Family
17230797 32810 FL ORLANDO Single Family
17168782 33815 FL LAKELAND Single Family
17286762 8332 NJ MILLVILLE Single Family
17278594 23669 VA HAMPTON Single Family
17250016 32922 FL COCOA Single Family
17298252 14150 NY Tonawanda Single Family
17251605 27704 NC DURHAM Single Family
17229236 00000 XX XXXXX XXXX XXXXX Single Family
17257098 61801 IL URBANA Single Family
17278588 17824 PA ELYSBURG Single Family
17279814 23608 VA NEWPORT NEWS Single Family
17257027 31768 GA MOULTRIE Single Family
17257131 33319 FL LAUDERHILL Single Family
17256553 62223 IL BELLEVILLE Single Family
17293659 61073 IL ROSCOE Single Family
17279192 60628 IL CHICAGO Single Family
17280735 18426 PA GREENTOWN Single Family
17278406 33566 FL PLANT CITY Single Family
17152568 92277 CA TWENTY NINE PALMS Single Family
17266240 23702 VA Portsmouth Single Family
17280067 30349 GA Atlanta Single Family
17264076 53233 WI Milwaukee Single Family
17279183 53218 WI MILWAUKEE Single Family
17274446 53210 WI MILWAUKEE 2-4 Family
17267797 32901 FL MELBOURNE Single Family
17298943 33763 FL Clearwater Condominium
17256134 18509 PA SCRANTON 2-4 Family
17257076 23702 VA PORTSMOUTH Single Family
17257115 0000 XX XXXXXXX Single Family
17257134 78749 TX AUSTIN Single Family
17244628 34453 FL INVERNESS Single Family
17267304 60505 IL AURORA Single Family
17279776 83687 ID NAMPA Single Family
17275646 60636 IL CHICAGO Single Family
17264032 33781 FL PINELLAS PARK Single Family
17255215 30542 GA Flowery Branch Single Family
17279741 29579 SC MYRTLE BEACH Single Family
17272549 66111 KS KANSAS CITY Single Family
17275709 33510 FL XXXXXXX Single Family
17264282 21222 MD DUNDALK Single Family
17248656 98037 WA Lynnwood Condominium
17265596 33823 FL AUBURNDALE PUD
17280747 53405 WI RACINE Single Family
17295361 21613 MD CAMBRIDGE Single Family
17275541 53128 WI Genoa City Single Family
17267842 25420 WV GERRARDSTOWN Single Family
17266455 25404 WV MARTINSBURG Single Family
17265937 33406 FL WEST PALM BEACH Single Family
17279800 53207 WI MILWAUKEE Single Family
17252848 97630 OR LAKEVIEW Single Family
17252910 23663 VA HAMPTON Single Family
17264142 31405 GA SAVANNAH Single Family
17263593 17088 PA SCHAEFFERSTOWN Single Family
17228901 12090 NY HOOSICK FALLS Single Family
17263993 19943 XX XXXXXX Single Family
17295425 24502 VA LYNCHBURG Single Family
17256055 28461 NC SOUTHPORT Single Family
17217912 48180 MI XXXXXX Single Family
17252876 32117 FL DAYTONA BEACH Single Family
17297519 97301 OR SALEM Single Family
17255416 32771 FL SANFORD Single Family
17298319 60628 IL CHICAGO Single Family
17264247 20746 MD SUITLAND Single Family
17272593 0000 XX XXXX XXXX Single Family
17180227 60424 IL XXXXXXX Single Family
17265631 23231 VA RICHMOND Single Family
17224284 77578 TX MANVEL Single Family
17266490 36608 AL MOBILE Single Family
17246121 33625 FL TAMPA Single Family
17255395 60625 IL CHICAGO Single Family
17278645 20020 DC WASHINGTON Single Family
17301923 21222 MD DUNDALK Single Family
17252577 87124 NM Rio Rancho Single Family
17275757 1104 MA SPRINGFIELD Single Family
17256507 1475 MA WINCHENDON 2-4 Family
17265712 95978 CA STIRLING CITY Single Family
17243429 38501 TN COOKEVILLE Single Family
17259776 53143 WI KENOSHA 2-4 Family
17264283 23075 VA HIGHLAND SPRINGS Single Family
17265657 88220 NM CARLSBAD Single Family
17286799 60629 IL CHICAGO Single Family
17275025 93268 CA TAFT Single Family
17251630 23704 VA PORTSMOUTH Single Family
17246050 93247 CA LINDSAY Single Family
17252731 87105 NM ALBUQUERQUE Single Family
17263643 60628 IL CHICAGO Single Family
17246103 60153 IL MAYWOOD Single Family
17217481 84651 UT PAYSON Single Family
17275766 98584 WA XXXXXXX Single Family
17251421 63026 MO Xxxxxx Single Family
17266048 93268 CA XXXX 2-4 Family
17247744 33063 FL MARGATE Single Family
17230676 85364 AZ YUMA Single Family
17278632 60436 IL JOLIET Single Family
17280697 32744 FL XXXX XXXXX Single Family
17275559 97322 OR ALBANY Single Family
17279750 33603 FL TAMPA Single Family
17219377 33811 FL LAKELAND Single Family
17266437 32771 FL SANFORD Single Family
17259736 12986 NY XXXXXX LAKE Single Family
17256439 85706 AZ TUCSON Single Family
17278579 8110 NJ PENNSAUKEN Single Family
17274961 33612 FL TAMPA Single Family
17259746 32211 FL JACKSONVILLE Single Family
17264167 32714 FL Altamonte Springs Condominium
17256402 23228 VA RICHMOND Single Family
17247753 6511 CT NEW HAVEN Single Family
17265680 35405 AL TUSCALOOSA Single Family
17252852 87102 NM ALBUQUERQUE Single Family
17246872 34479 FL OCALA Single Family
17242970 33805 FL LAKELAND Single Family
17266418 28262 NC CHARLOTTE Single Family
17250030 32301 FL TALLAHASSEE Single Family
17251739 30705 GA CHATSWORTH Single Family
17298246 32118 FL Daytona Beach Single Family
17251532 85041 AZ PHOENIX Single Family
17250092 23707 VA PORTSMOUTH Single Family
17257025 85349 AZ SAN XXXX Single Family
17255468 60155 IL BROADVIEW Single Family
17246833 35215 AL BIRMINGHAM Single Family
17243795 19148 PA PHILADELPHIA Single Family
17266272 73116 OK OKLAHOMA Single Family
17231491 34606 FL SPRING HILL Single Family
17265667 24401 VA STAUNTON Single Family
17265969 23225 VA RICHMOND Single Family
17259680 29406 SC CHARLESTON Single Family
17279096 73505 OK XXXXXX Single Family
17274375 60097 IL WONDER LAKE Single Family
17274937 8110 NJ PENNSAUKEN Single Family
17293630 95422 CA CLEARLAKE Single Family
17259765 33713 FL SAINT PETERSBURG Single Family
17263975 23234 VA RICHMOND Single Family
17265687 19365 PA PARKESBURG Single Family
17247851 30040 GA CUMMING Single Family
17280730 23513 VA NORFOLK Single Family
17246969 88012 NM LAS CRUCES Single Family
17272484 6770 CT NAUGATUCK Single Family
17264276 32506 FL PENSACOLA Single Family
17272562 60619 IL CHICAGO Single Family
17274954 34734 FL GOTHA Single Family
17272262 33881 FL Winter Haven Single Family
17243069 30241 GA LAGRANGE Single Family
17256419 84745 UT LA VERKIN Single Family
17256431 63841 MO DEXTER Single Family
17229240 36526 AL XXXXXX Single Family
17279728 8341 NJ BUENA BOROUGH Single Family
17279766 87110 NM ALBUQUERQUE Single Family
17252832 23803 VA PETERSBURG Single Family
17256421 85303 AZ GLENDALE Single Family
17272581 60644 IL CHICAGO 2-4 Family
17259734 1109 MA SPRINGFIELD 2-4 Family
17251504 87124 NM RIO RANCHO Single Family
17279757 19460 PA PHOENIXVILLE Single Family
17259660 60620 IL CHICAGO Single Family
17263717 60465 IL Palos Hills Townhouse
17265654 23464 VA VIRGINIA BEACH Single Family
17279695 55071 MN SAINT XXXX PARK Single Family
17266387 85041 AZ PHOENIX Single Family
17252798 80233 CO NORTHGLENN Single Family
17279816 32073 FL ORANGE PARK Single Family
17259650 84737 UT HURRICANE Single Family
17255289 33875 FL SEBRING Single Family
17278660 33609 FL TAMPA Single Family
17243406 17314 PA DELTA Single Family
17219432 97522 OR BUTTE FALLS Single Family
17298374 34237 FL SARASOTA Single Family
17256534 89108 NV LAS VEGAS Single Family
17279137 60651 IL CHICAGO Single Family
17279176 34677 FL OLDSMAR Single Family
17259557 85041 AZ PHOENIX Single Family
17259599 33068 FL NORTH LAUDERDALE Single Family
17263502 48135 MI Garden City Single Family
17272512 24073 VA CHRSTIANSBURG Single Family
17274248 62221 IL Belleville Single Family
17279737 30096 GA DULUTH Single Family
17256059 89408 NV FERNLEY Single Family
17295258 34471 FL OCALA Single Family
17246787 85364 AZ YUMA Single Family
17267857 37865 TN SEYMOUR Single Family
17266012 23225 VA RICHMOND Single Family
17251685 32907 FL PALM BAY Single Family
17275001 34759 FL KISSIMMEE Single Family
17286740 34606 FL SPRING HILL Single Family
17244667 60617 IL CHICAGO 2-4 Family
17244687 60620 IL CHICAGO Single Family
17252794 23462 VA VIRGINIA BEACH Single Family
17200676 4095 ME Newfield Single Family
17295409 25428 WV INWOOD Single Family
17264258 28037 NC DENVER Single Family
17226458 56465 MN Xxxxxxxxxx Single Family
17263953 23513 VA Norfolk Single Family
17299117 60177 IL SOUTH ELGIN Single Family
17217563 98584 WA XXXXXXX Single Family
17265536 53225 WI Milwaukee Single Family
17279187 85374 AZ SURPRISE Single Family
17228773 34982 FL FORT XXXXXX Single Family
17265567 85364 AZ YUMA Single Family
17298245 00000 XX XXXXX XXXX Single Family
17279156 60651 IL CHICAGO Single Family
17286854 8053 NJ MARLTON Single Family
17267251 23325 VA Chesapeake Single Family
17264243 88240 NM XXXXX Single Family
17243734 75941 TX Diboll Single Family
17266043 77459 TX MISSOURI CITY Single Family
17280700 23237 VA RICHMOND Single Family
17263987 86403 AZ LAKE HAVASU CITY Single Family
17218882 21702 MD FREDERICK Condominium
17256537 84414 UT NORTH XXXXX Single Family
17298383 32809 FL ORLANDO Single Family
17275773 23608 VA NEWPORT NEWS Single Family
17256195 17020 PA DUNCANNON Single Family
17264312 85323 AZ AVONDALE Single Family
17265685 33142 FL MIAMI Single Family
17238559 60002 IL ANTIOCH Single Family
17265649 30087 GA STONE MOUNTAIN Single Family
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17215393 63136 MO SAINT LOUIS Single Family
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17233848 34746 FL Kissimmee PUD
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17202629 63134 MO Saint Louis Single Family
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17224328 60804 IL CICERO Single Family
17230511 23150 VA Sandston PUD
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17228984 22554 VA Xxxxxxxx PUD
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17218652 51012 IA CHEROKEE Single Family
17182698 77489 TX MISSOURI CITY Single Family
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17229140 33016 FL HIALEAH Single Family
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17231588 60609 IL CHICAGO Single Family
17202033 60478 IL COUNTRY CLUB HILLS Single Family
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17217527 0000 XX XXXXXXXX Single Family
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17245983 14840 NY HAMMONDSPORT Single Family
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17244633 60625 IL CHICAGO 2-4 Family
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17244685 32817 FL ORLANDO Single Family
17244663 13440 NY ROME 2-4 Family
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17224420 32771 FL SANFORD Single Family
17246090 6482 CT XXXXX HOOK Single Family
17248583 89503 NV RENO Single Family
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17221622 38401 TN COLUMBIA Single Family
17113227 95650 CA LOOMIS 2-4 Family
17244878 55334 MN XXXXXXX Single Family
17245738 18054 PA Green Lane Single Family
17216895 21851 MD POCOMOKE CITY Single Family
17224360 53216 WI MILWAUKEE Single Family
17246040 92377 CA RIALTO Single Family
17218888 37206 TN NASHVILLE Single Family
17038282 23235 VA RICHMOND Single Family
17231533 20602 MD WALDORF Single Family
17215342 1890 MA WINCHESTER Single Family
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17243010 0000 XX XXXXXX Single Family
17132185 33024 FL HOLLYWOOD Single Family
17035512 2719 MA FAIRHAVEN Single Family
17251651 33157 FL MIAMI Single Family
17244580 32221 FL JACKSONVILLE Single Family
17256093 85051 AZ PHOENIX Single Family
17205718 33024 FL Hollywood Single Family
17244593 7666 NJ TEANECK Single Family
17057990 93272 CA XXXXXX Single Family
17170838 84404 UT OGDEN Single Family
17230752 37876 TN SEVIERVILLE Single Family
17244725 8861 NJ PERTH AMBOY Single Family
17263594 60653 IL CHICAGO 2-4 Family
17257113 10977 NY SPRING VALLEY Single Family
17218442 53221 WI Milwaukee Condominium
17259469 33176 FL MIAMI Single Family
17214930 24073 VA CHRISTIANSBURG Single Family
17218828 32209 FL JACKSONVILLE Single Family
17156303 56560 MN XXXXXXXX Single Family
17216847 90059 CA LOS ANGELES Single Family
17150149 32254 FL Jacksonville Single Family
17217496 92284 CA YUCCA VALLEY Single Family
17230115 20902 MD SILVER SPRING Single Family
17243760 32832 FL ORLANDO Single Family
17252930 32712 FL Apopka PUD
17215436 98109 WA SEATTLE Single Family
17251602 90280 CA SOUTH GATE 2-4 Family
17217446 15212 PA Pittsburgh Single Family
17205579 65802 MO SPRINGFIELD Single Family
17141958 83709 ID BOISE Single Family
17182076 20772 MD UPPER MARLBORO PUD
17259598 33594 FL Valrico Single Family
17175338 85645 AZ AMADO Single Family
17248522 90249 CA GARDENA Single Family
17219437 92543 CA HEMET Single Family
17218366 94520 CA Concord Condominium
17243861 91350 CA SANTA CLARITA Single Family
17221621 31406 GA SAVANNAH Single Family
17202024 98122 WA SEATTLE Single Family
17243804 23452 VA VIRGINIA BEACH Single Family
17224283 85041 AZ PHOENIX Single Family
17238537 60046 IL LAKE VILLA Single Family
17229195 97478 OR SPRINGFIELD Single Family
17230716 33704 FL SAINT PETERSBURG Single Family
17251646 93615 CA XXXXXX Single Family
17207207 37217 TN NASHVILLE Single Family
17141856 93611 CA CLOVIS Single Family
17244730 11756 NY LEVITTOWN Single Family
17221611 95665 CA PINE GROVE Single Family
17221750 7017 NJ EAST ORANGE Single Family
17238643 33023 FL WEST PARK Single Family
17230829 97504 OR MEDFORD Single Family
17238591 96097 CA YREKA Single Family
17150321 63640 MO FARMINGTON Single Family
17259459 34744 FL KISSIMMEE PUD
17231647 95503 CA EUREKA Single Family
17246782 93277 CA VISALIA Single Family
17250069 0000 XX XXXXXXXXXX Single Family
17250212 60447 IL MINOOKA Single Family
17215595 33407 FL WEST PALM BEACH Single Family
17217015 89156 NV LAS VEGAS Single Family
17231524 36116 XX XXXXXXXXXX Single Family
17221654 30121 GA CATERSVILLE Single Family
17214851 30075 GA ROSWELL Single Family
17224323 2124 MA DORCHESTER 2-4 Family
17246888 19128 PA PHILADELPHIA Single Family
17226457 33437 FL BOYNTON BEACH Single Family
17243796 92345 CA HESPERIA Single Family
17250048 10598 NY YORKTOWN HEIGHTS Single Family
17250206 28457 NC ROCKY POINT Single Family
17218490 80205 CO Denver 2-4 Family
17248481 98390 WA XXXXXX Single Family
17256392 60409 IL CALUMET CITY Single Family
17230751 23226 VA RICHMOND Single Family
17219391 15010 PA BEAVER FALLS Single Family
17226327 98340 WA HANSVILLE Single Family
17228728 98133 WA SHORELINE Single Family
17243106 22192 VA WOODBRIDGE Single Family
17256554 92505 CA RIVERSIDE Single Family
17205575 37932 TN KNOXVILLE Single Family
17228915 91748 CA Xxxxxxx Heights Single Family
17178430 54935 WI Fond Du Lac Single Family
17216956 90035 CA LOS ANGELES Single Family
17152906 89512 NV RENO Single Family
17245936 95240 CA LODI Single Family
17156022 94806 CA SAN PABLO Single Family
17255539 90066 CA LOS ANGELES Single Family
17230615 77511 TX Xxxxx Single Family
17230452 60630 IL CHICAGO Single Family
17238662 85713 AZ TUCSON Single Family
17255193 33417 FL WEST PALM BEACH Single Family
17230130 90745 CA CARSON Single Family
17245920 53168 WI SALEM Single Family
17205566 32839 FL ORLANDO 2-4 Family
17170908 00000 XX XXX XXXXXX Single Family
17255266 93304 CA BAKERSFIELD Single Family
17244870 29644 SC FOUNTAIN INN Single Family
17207997 85086 AZ ANTHEM Single Family
17217908 83111 WY AUBURN Single Family
17243015 23704 VA PORTSMOUTH Single Family
17152630 0000 XX XXXXXX Single Family
17244671 12533 NY HOPEWELL JUNCTION Single Family
17231549 87505 NM SANTA FE Single Family
17243114 37660 TN KINGSPORT Single Family
17255325 23838 VA CHESTERFIELD Single Family
17214986 60643 IL CHICAGO Single Family
17248551 32223 FL JACKSONVILLE Single Family
17245954 90222 CA XXXXXXX Single Family
17224367 00000 XX XXXX XXXXXX XXXX Single Family
17257017 98038 WA MAPLE VALLEY Single Family
17170524 78504 TX Mcallen Single Family
17244737 60659 IL CHICAGO Single Family
17251527 34758 FL KISSIMMEE Single Family
17224322 21090 MD XXXXXXXXX HEIGHTS Single Family
17248612 95008 CA XXXXXXXX Single Family
17155776 27703 NC Durham PUD
17221636 34690 FL HOLIDAY Single Family
17243830 60914 IL BOURBONNAIS Single Family
17248542 94063 CA REDWOOD CITY Single Family
17248586 7305 NJ JERSEY CITY 2-4 Family
17257075 11208 NY BROOKLYN 2-4 Family
17243060 20748 MD TEMPLE HILLS Single Family
17132238 23505 VA NORFOLK Single Family
17214108 63112 MO SAINT LOUIS Single Family
17242834 30115 GA CANTON Single Family
17172251 63134 MO Saint Louis Single Family
17231554 21152 MD SPARKS Single Family
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17218845 33610 FL TAMPA Single Family
17205930 30058 GA LITHONIA Single Family
17203614 92126 CA San Diego Single Family
17226523 32828 FL ORLANDO Single Family
17256172 77064 TX HOUSTON Single Family
17248592 33179 FL MIAMI Single Family
17259457 77385 TX CONROE Single Family
17219302 94560 CA NEWARK Single Family
17247888 32221 FL JACKSONVILLE Single Family
17215474 60620 IL CHICAGO Single Family
17243757 91331 CA PACOIMA Single Family
17207199 19709 DE MIDDLETOWN Single Family
17243033 4416 ME BUCKSPORT Single Family
17224401 77539 TX SAN XXXX Single Family
17259759 60406 IL BLUE ISLAND 2-4 Family
17256173 11221 NY BROOKLYN 2-4 Family
17246798 19144 PA PHILADELPHIA Single Family
17224324 97124 OR HILLSBORO Single Family
17218682 92701 CA SANTA XXX Single Family
17148656 37416 TN CHATTANOOGA Single Family
17267746 32208 FL Jacksonville Single Family
17205918 28540 NC JACKSONVILLE Single Family
17250184 19934 DE WYOMING Single Family
17243988 23237 VA Richmond Single Family
17279171 28690 NC VALDESE Single Family
17293655 64138 MO KANSAS CITY Single Family
17293674 32514 FL PENSACOLA Single Family
17295406 61108 IL ROCKFORD Single Family
17264009 63118 MO SAINT LOUIS 2-4 Family
17219365 63135 MO SAINT LOUIS Single Family
17275754 21053 MD XXXXXXXX Single Family
17267781 0000 XX XXXXXXXXXX Single Family
17297557 20774 MD UPPER MARLBORO Single Family
17255428 15235 PA PITTSBURGH Single Family
17181897 8210 NJ CAPE MAY COURT HOUSE Single Family
17298369 62536 IL GLENARM Single Family
17264242 92230 CA CABAZON Single Family
17264269 60651 IL CHICAGO Single Family
17230187 96777 HI PAHALA Single Family
17299112 19711 DE NEWARK Single Family
17272308 36542 AL GULF SHORES Single Family
17264308 28214 NC CHARLOTTE Single Family
17257033 90044 CA LOS ANGELES Single Family
17246959 98116 WA SEATTLE Single Family
17257130 93550 CA PALMDALE Single Family
17256458 14843 NY HORNELL Single Family
17272517 7871 NJ SPARTA Single Family
17256506 21221 MD ESSEX Single Family
17256520 00000 XX XXXXXXXXXXX Single Family
17247874 11735 NY FARMINGDALE Single Family
17263988 34433 FL DUNNELLON Single Family
17251635 16335 PA MEADVILLE Single Family
17251637 90250 CA HAWTHORNE Single Family
17280782 84032 UT HEBER CITY Single Family
17279201 8648 NJ XXXXXXXX TOWNSHIP Single Family
17231422 19462 PA Plymouth Meeting PUD
17278608 78602 TX BASTROP Single Family
17295384 29154 SC SUMTER Single Family
17243884 87031 NM LOS LUNAS Single Family
17265643 27545 NC KNIGHTDALE Single Family
17265669 39307 MS MERIDIAN Single Family
17295440 60409 IL CALUMET CITY Single Family
17244654 8360 NJ VINELAND Single Family
17266400 29407 SC CHARLESTON Single Family
17228837 89048 NV PAHRUMP Single Family
17128364 98118 WA SEATTLE Single Family
17279779 87120 NM ALBUQUERQUE Single Family
17076639 92663 CA NEWPORT BEACH Single Family
17274921 93012 CA CAMARILLO Single Family
17274985 28079 NC INDIAN TRAIL Single Family
17274997 20744 MD FORT WASHINGTON Single Family
17256076 16001 PA XXXXXX Single Family
17255350 33815 FL LAKELAND Single Family
17256082 83318 ID BURLEY Single Family
17243417 59602 MT HELENA Single Family
17286759 46619 IN SOUTH BEND Single Family
17214830 55412 MN Minneapolis Single Family
17228497 85331 AZ Cave Creek Single Family
17229490 53051 WI Menomonee Falls Single Family
17245774 53205 WI Milwaukee 2-4 Family
17246664 4858 ME Xxxxxx Single Family
17251439 78046 TX Laredo Single Family
17251470 60156 IL Lake in the Hills PUD
17252572 95209 CA Stockton Single Family
17265528 53206 WI Milwaukee 2-4 Family
17243405 30458 GA STATESBORO Single Family
17243445 46504 IN BOURBON Single Family
17272393 29505 SC Xxxxxxxx Single Family
17263538 66206 KS Leawood PUD
17217929 33433 FL BOCA RATON PUD
17243436 4086 ME TOPSHAM Condominium
17267741 32712 FL APOPKA Single Family
17267814 13601 NY WATERTOWN 2-4 Family
17274435 31024 GA EATONTON Condominium
17274976 19320 PA COATESVILLE Single Family
17275013 60714 IL NILES Single Family
17278543 34482 FL OCALA Single Family
17278567 27944 NC HERTFORD Single Family
17279199 8648 NJ XXXXXXXX TOWNSHIP Single Family
17299120 29376 SC ROEBUCK Single Family
17263952 37601 TN XXXXXXX CITY Single Family
17265902 33872 FL SEBRING Single Family
17301909 15436 PA FAIRCHANCE Single Family
17279245 93536 CA LANCASTER 2-4 Family
17302625 24541 VA DANVILLE Single Family
17207843 78045 TX Laredo Single Family
17217911 98107 WA SEATTLE Condominium
17243419 10940 NY MIDDLETOWN Single Family
17265605 33569 FL Riverview PUD
17265601 30269 GA PEACHTREE CITY Single Family
LOAN_SEQ CURRENT_ SERV_FEE LPMI TRUSTFEE MSERV CURRENT_
GROSS_COUPON NET_COUPON
--------------------------------------------------------------------------------------------------------------------------------------
17286850 6 0.5 0 0.0045 0 5.4955
17243093 8.74 0.5 0 0.0045 0 8.2355
17256131 9.84 0.5 0 0.0045 0 9.3355
17275786 9.99 0.5 0 0.0045 0 9.4855
17272392 10.4 0.5 0 0.0045 0 9.8955
17272478 10.7 0.5 0 0.0045 0 10.1955
17217617 8.84 0.5 0 0.0045 0 8.3355
17256962 9 0.5 0 0.0045 0 8.4955
17267885 11.34 0.5 0 0.0045 0 10.8355
17256565 10.25 0.5 0 0.0045 0 9.7455
17266224 10.94 0.5 0 0.0045 0 10.4355
17266488 8.94 0.5 0 0.0045 0 8.4355
17255409 11.65 0.5 0 0.0045 0 11.1455
17251641 10.45 0.5 0 0.0045 0 9.9455
17257150 8.84 0.5 0 0.0045 0 8.3355
17248553 9.49 0.5 0 0.0045 0 8.9855
17252820 12.015 0.5 0 0.0045 0 11.5105
17217088 11.825 0.5 0 0.0045 0 11.3205
17214981 10.64 0.5 0 0.0045 0 10.1355
17256325 9.8 0.5 0 0.0045 0 9.2955
17279127 10.85 0.5 0 0.0045 0 10.3455
17265652 10.25 0.5 0 0.0045 0 9.7455
17231526 10.54 0.5 0 0.0045 0 10.0355
17263722 7.65 0.5 0 0.0045 0 7.1455
17278602 11.3 0.5 0 0.0045 0 10.7955
17244684 10.5 0.5 0 0.0045 0 9.9955
17264250 11.59 0.5 0 0.0045 0 11.0855
17264317 11.2 0.5 0 0.0045 0 10.6955
17279641 10.75 0.5 0 0.0045 0 10.2455
17265968 10.6 0.5 0 0.0045 0 10.0955
17255173 9.2 0.5 0 0.0045 0 8.6955
17279120 9.62 0.5 0 0.0045 0 9.1155
17259517 10.64 0.5 0 0.0045 0 10.1355
17244736 11.49 0.5 0 0.0045 0 10.9855
17264198 9.9 0.5 0 0.0045 0 9.3955
17247738 10.29 0.5 0 0.0045 0 9.7855
17264281 9.365 0.5 0 0.0045 0 8.8605
17248572 10.35 0.5 0 0.0045 0 9.8455
17266401 9.65 0.5 0 0.0045 0 9.1455
17259642 9.365 0.5 0 0.0045 0 8.8605
17221472 10.15 0.5 0 0.0045 0 9.6455
17293730 11.39 0.5 0 0.0045 0 10.8855
17256514 8.728 0.5 0 0.0045 0 8.2235
17248426 9.425 0.5 0 0.0045 0 8.9205
17280748 9.84 0.5 0 0.0045 0 9.3355
17230592 9.9 0.5 0 0.0045 0 9.3955
17264301 9.74 0.5 0 0.0045 0 9.2355
17230496 10.05 0.5 0 0.0045 0 9.5455
17264305 10.29 0.5 0 0.0045 0 9.7855
17238532 10.55 0.5 0 0.0045 0 10.0455
17228573 10.825 0.5 0 0.0045 0 10.3205
17263560 9.34 0.5 0 0.0045 0 8.8355
17257097 11.49 0.5 0 0.0045 0 10.9855
17251662 9.19 0.5 0 0.0045 0 8.6855
17230520 8.15 0.5 0 0.0045 0 7.6455
17252678 10.4 0.5 0 0.0045 0 9.8955
17297594 11.89 0.5 0 0.0045 0 11.3855
17279740 8.35 0.5 0 0.0045 0 7.8455
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17245738 7.925 0.5 0 0.0045 0 7.4205
17216895 8.19 0.5 0 0.0045 0 7.6855
17224360 8.49 0.5 0 0.0045 0 7.9855
17246040 9.59 0.5 0 0.0045 0 9.0855
17218888 9.6 0.5 0 0.0045 0 9.0955
17038282 9.85 0.5 0 0.0045 0 9.3455
17231533 9.85 0.5 0 0.0045 0 9.3455
17215342 10.34 0.5 0 0.0045 0 9.8355
17148267 10.75 0.5 0 0.0045 0 10.2455
17243010 10.64 0.5 0 0.0045 0 10.1355
17132185 7.625 0.5 0 0.0045 0 7.1205
17035512 8.84 0.5 0 0.0045 0 8.3355
17251651 7.84 0.5 0 0.0045 0 7.3355
17244580 9.69 0.5 0 0.0045 0 9.1855
17256093 11.25 0.5 0 0.0045 0 10.7455
17205718 8.98 0.5 0 0.0045 0 8.4755
17244593 8.99 0.5 0 0.0045 0 8.4855
17057990 8 0.5 0 0.0045 0 7.4955
17170838 9.25 0.5 0 0.0045 0 8.7455
17230752 7.99 0.5 0 0.0045 0 7.4855
17244725 8.64 0.5 0 0.0045 0 8.1355
17263594 10.39 0.5 0 0.0045 0 9.8855
17257113 8.19 0.5 0 0.0045 0 7.6855
17218442 11.175 0.5 0 0.0045 0 10.6705
17259469 12.875 0.5 0 0.0045 0 12.3705
17214930 8.99 0.5 0 0.0045 0 8.4855
17218828 10.69 0.5 0 0.0045 0 10.1855
17156303 10.15 0.5 0 0.0045 0 9.6455
17216847 10.14 0.5 0 0.0045 0 9.6355
17150149 9.725 0.5 0 0.0045 0 9.2205
17217496 9.99 0.5 0 0.0045 0 9.4855
17230115 10.525 0.5 0 0.0045 0 10.0205
17243760 7.25 0.5 0 0.0045 0 6.7455
17252930 7.5 0.5 0 0.0045 0 6.9955
17215436 10.8 0.5 0 0.0045 0 10.2955
17251602 7.14 0.5 0 0.0045 0 6.6355
17217446 9.55 0.5 0 0.0045 0 9.0455
17205579 9.14 0.5 0 0.0045 0 8.6355
17141958 8.1 0.5 0 0.0045 0 7.5955
17182076 9.5 0.5 0 0.0045 0 8.9955
17259598 8.075 0.5 0 0.0045 0 7.5705
17175338 9.45 0.5 0 0.0045 0 8.9455
17248522 8.6 0.5 0 0.0045 0 8.0955
17219437 7.49 0.5 0 0.0045 0 6.9855
17218366 8.875 0.5 0 0.0045 0 8.3705
17243861 10.8 0.5 0 0.0045 0 10.2955
17221621 11.2 0.5 0 0.0045 0 10.6955
17202024 10.5 0.5 0 0.0045 0 9.9955
17243804 8.8 0.5 0 0.0045 0 8.2955
17224283 8.94 0.5 0 0.0045 0 8.4355
17238537 9.7 0.5 0 0.0045 0 9.1955
17229195 8.99 0.5 0 0.0045 0 8.4855
17230716 9.065 0.5 0 0.0045 0 8.5605
17251646 10.75 0.5 0 0.0045 0 10.2455
17207207 11.79 0.5 0 0.0045 0 11.2855
17141856 8.465 0.5 0 0.0045 0 7.9605
17244730 7.99 0.5 0 0.0045 0 7.4855
17221611 7.59 0.5 0 0.0045 0 7.0855
17221750 9.75 0.5 0 0.0045 0 9.2455
17238643 10.69 0.5 0 0.0045 0 10.1855
17230829 10.19 0.5 0 0.0045 0 9.6855
17238591 8.99 0.5 0 0.0045 0 8.4855
17150321 9.89 0.5 0 0.0045 0 9.3855
17259459 8.125 0.5 0 0.0045 0 7.6205
17231647 8.99 0.5 0 0.0045 0 8.4855
17246782 8.94 0.5 0 0.0045 0 8.4355
17250069 8.84 0.5 0 0.0045 0 8.3355
17250212 10.525 0.5 0 0.0045 0 10.0205
17215595 9.49 0.5 0 0.0045 0 8.9855
17217015 9.45 0.5 0 0.0045 0 8.9455
17231524 10.64 0.5 0 0.0045 0 10.1355
17221654 9.89 0.5 0 0.0045 0 9.3855
17214851 10.49 0.5 0 0.0045 0 9.9855
17224323 10.49 0.5 0 0.0045 0 9.9855
17246888 8.99 0.5 0 0.0045 0 8.4855
17226457 9.59 0.5 0 0.0045 0 9.0855
17243796 6.49 0.5 0 0.0045 0 5.9855
17250048 7.965 0.5 0 0.0045 0 7.4605
17250206 10.89 0.5 0 0.0045 0 10.3855
17218490 10.925 0.5 0 0.0045 0 10.4205
17248481 9.49 0.5 0 0.0045 0 8.9855
17256392 10.4 0.5 0 0.0045 0 9.8955
17230751 9.19 0.5 0 0.0045 0 8.6855
17219391 8.99 0.5 0 0.0045 0 8.4855
17226327 7.99 0.5 0 0.0045 0 7.4855
17228728 7.99 0.5 0 0.0045 0 7.4855
17243106 9.375 0.5 0 0.0045 0 8.8705
17256554 9.8 0.5 0 0.0045 0 9.2955
17205575 10.24 0.5 0 0.0045 0 9.7355
17228915 6.25 0.375 0 0.0045 0 5.8705
17178430 10.6 0.5 0 0.0045 0 10.0955
17216956 9.69 0.5 0 0.0045 0 9.1855
17152906 8.125 0.375 0 0.0045 0 7.7455
17245936 8.65 0.5 0 0.0045 0 8.1455
17156022 12.125 0.5 0 0.0045 0 11.6205
17255539 8.125 0.375 0 0.0045 0 7.7455
17230615 8.5 0.375 0 0.0045 0 8.1205
17230452 9.815 0.5 0 0.0045 0 9.3105
17238662 10.4 0.5 0 0.0045 0 9.8955
17255193 9.85 0.5 0 0.0045 0 9.3455
17230130 7.74 0.5 0 0.0045 0 7.2355
17245920 8.29 0.5 0 0.0045 0 7.7855
17205566 10.55 0.5 0 0.0045 0 10.0455
17170908 7.35 0.5 0 0.0045 0 6.8455
17255266 8.39 0.5 0 0.0045 0 7.8855
17244870 7.25 0.25 0 0.0045 0 6.9955
17207997 8.053 0.5 0 0.0045 0 7.5485
17217908 8.5 0.5 0 0.0045 0 7.9955
17243015 10.14 0.5 0 0.0045 0 9.6355
17152630 9.765 0.5 0 0.0045 0 9.2605
17244671 10.49 0.5 0 0.0045 0 9.9855
17231549 8.265 0.5 0 0.0045 0 7.7605
17243114 9.49 0.5 0 0.0045 0 8.9855
17255325 8.99 0.5 0 0.0045 0 8.4855
17214986 9.19 0.5 0 0.0045 0 8.6855
17248551 10.2 0.5 0 0.0045 0 9.6955
17245954 10.69 0.5 0 0.0045 0 10.1855
17224367 8.89 0.5 0 0.0045 0 8.3855
17257017 7.89 0.5 0 0.0045 0 7.3855
17170524 9.375 0.5 0 0.0045 0 8.8705
17244737 7.94 0.5 0 0.0045 0 7.4355
17251527 8.79 0.5 0 0.0045 0 8.2855
17224322 8.99 0.5 0 0.0045 0 8.4855
17248612 9.3 0.5 0 0.0045 0 8.7955
17155776 8.75 0.375 1.06 0.0045 0 7.3105
17221636 9.29 0.5 0 0.0045 0 8.7855
17243830 9.74 0.5 0 0.0045 0 9.2355
17248542 6.925 0.5 0 0.0045 0 6.4205
17248586 8.89 0.5 0 0.0045 0 8.3855
17257075 9.79 0.5 0 0.0045 0 9.2855
17243060 9.39 0.5 0 0.0045 0 8.8855
17132238 10.74 0.5 0 0.0045 0 10.2355
17214108 11.59 0.5 0 0.0045 0 11.0855
17242834 9.89 0.5 0 0.0045 0 9.3855
17172251 10.425 0.5 0 0.0045 0 9.9205
17231554 9.69 0.5 0 0.0045 0 9.1855
17201444 8.15 0.5 0 0.0045 0 7.6455
17218845 7.9 0.5 0 0.0045 0 7.3955
17205930 8.69 0.5 0 0.0045 0 8.1855
17203614 7.475 0.5 0 0.0045 0 6.9705
17226523 9.14 0.5 0 0.0045 0 8.6355
17256172 11.25 0.5 0 0.0045 0 10.7455
17248592 9.89 0.5 0 0.0045 0 9.3855
17259457 9.75 0.5 0 0.0045 0 9.2455
17219302 7.99 0.5 0 0.0045 0 7.4855
17247888 10.04 0.5 0 0.0045 0 9.5355
17215474 10.115 0.5 0 0.0045 0 9.6105
17243757 9.69 0.5 0 0.0045 0 9.1855
17207199 7.775 0.5 0 0.0045 0 7.2705
17243033 10.25 0.5 0 0.0045 0 9.7455
17224401 10.25 0.5 0 0.0045 0 9.7455
17259759 7.69 0.5 0 0.0045 0 7.1855
17256173 9.765 0.5 0 0.0045 0 9.2605
17246798 8.19 0.5 0 0.0045 0 7.6855
17224324 6.84 0.5 0 0.0045 0 6.3355
17218682 6.99 0.5 0 0.0045 0 6.4855
17148656 9.85 0.5 0 0.0045 0 9.3455
17267746 9.13 0.25 0 0.0045 0 8.8755
17205918 10.1 0.5 0 0.0045 0 9.5955
17250184 9.503 0.5 0 0.0045 0 8.9985
17243988 8.9 0.5 0 0.0045 0 8.3955
17279171 11.4 0.5 0 0.0045 0 10.8955
17293655 10.99 0.5 0 0.0045 0 10.4855
17293674 8.95 0.5 0 0.0045 0 8.4455
17295406 9.99 0.5 0 0.0045 0 9.4855
17264009 10.2 0.5 0 0.0045 0 9.6955
17219365 9.75 0.5 0 0.0045 0 9.2455
17275754 10.69 0.5 0 0.0045 0 10.1855
17267781 8.99 0.5 0 0.0045 0 8.4855
17297557 7.54 0.5 0 0.0045 0 7.0355
17255428 11.69 0.5 0 0.0045 0 11.1855
17181897 8.84 0.5 0 0.0045 0 8.3355
17298369 9.3 0.5 0 0.0045 0 8.7955
17264242 11.19 0.5 0 0.0045 0 10.6855
17264269 10.55 0.5 0 0.0045 0 10.0455
17230187 11.25 0.5 0 0.0045 0 10.7455
17299112 8.64 0.5 0 0.0045 0 8.1355
17272308 8.89 0.5 0 0.0045 0 8.3855
17264308 9.3 0.5 0 0.0045 0 8.7955
17257033 8.815 0.5 0 0.0045 0 8.3105
17246959 11.215 0.5 0 0.0045 0 10.7105
17257130 10.99 0.5 0 0.0045 0 10.4855
17256458 10.09 0.5 0 0.0045 0 9.5855
17272517 9.95 0.5 0 0.0045 0 9.4455
17256506 11.14 0.5 0 0.0045 0 10.6355
17256520 8.64 0.5 0 0.0045 0 8.1355
17247874 9.24 0.5 0 0.0045 0 8.7355
17263988 10.15 0.5 0 0.0045 0 9.6455
17251635 10.525 0.5 0 0.0045 0 10.0205
17251637 7.765 0.5 0 0.0045 0 7.2605
17280782 9.65 0.5 0 0.0045 0 9.1455
17279201 8.19 0.5 0 0.0045 0 7.6855
17231422 10.625 0.5 0 0.0045 0 10.1205
17278608 11.675 0.5 0 0.0045 0 11.1705
17295384 11.14 0.5 0 0.0045 0 10.6355
17243884 10.25 0.5 0 0.0045 0 9.7455
17265643 10.84 0.5 0 0.0045 0 10.3355
17265669 11.79 0.5 0 0.0045 0 11.2855
17295440 8.39 0.5 0 0.0045 0 7.8855
17244654 11.65 0.5 0 0.0045 0 11.1455
17266400 8.4 0.5 0 0.0045 0 7.8955
17228837 9.64 0.5 0 0.0045 0 9.1355
17128364 10.34 0.5 0 0.0045 0 9.8355
17279779 9.19 0.5 0 0.0045 0 8.6855
17076639 8.65 0.5 0 0.0045 0 8.1455
17274921 9.39 0.5 0 0.0045 0 8.8855
17274985 10.64 0.5 0 0.0045 0 10.1355
17274997 9.5 0.5 0 0.0045 0 8.9955
17256076 10.7 0.5 0 0.0045 0 10.1955
17255350 9.44 0.5 0 0.0045 0 8.9355
17256082 7.15 0.5 0 0.0045 0 6.6455
17243417 7.5 0.5 0 0.0045 0 6.9955
17286759 10.49 0.5 0 0.0045 0 9.9855
17214830 11.575 0.5 0 0.0045 0 11.0705
17228497 9.895 0.5 0 0.0045 0 9.3905
17229490 10.225 0.5 0 0.0045 0 9.7205
17245774 11.375 0.5 0 0.0045 0 10.8705
17246664 12.35 0.5 0 0.0045 0 11.8455
17251439 8.525 0.5 0 0.0045 0 8.0205
17251470 11.525 0.5 0 0.0045 0 11.0205
17252572 9.95 0.5 0 0.0045 0 9.4455
17265528 8.95 0.5 0 0.0045 0 8.4455
17243405 9.1 0.5 0 0.0045 0 8.5955
17243445 10.25 0.5 0 0.0045 0 9.7455
17272393 10.9 0.5 0 0.0045 0 10.3955
17263538 10.125 0.5 0 0.0045 0 9.6205
17217929 8.825 0.5 0 0.0045 0 8.3205
17243436 10.35 0.5 0 0.0045 0 9.8455
17267741 9.425 0.5 0 0.0045 0 8.9205
17267814 9.9 0.5 0 0.0045 0 9.3955
17274435 8.8 0.5 0 0.0045 0 8.2955
17274976 7.99 0.5 0 0.0045 0 7.4855
17275013 10.3 0.5 0 0.0045 0 9.7955
17278543 7.99 0.5 0 0.0045 0 7.4855
17278567 8.09 0.5 0 0.0045 0 7.5855
17279199 6.25 0.5 0 0.0045 0 5.7455
17299120 11.49 0.5 0 0.0045 0 10.9855
17263952 8.75 0.5 0 0.0045 0 8.2455
17265902 9.138 0.5 0 0.0045 0 8.6335
17301909 10.79 0.5 0 0.0045 0 10.2855
17279245 7.69 0.5 0 0.0045 0 7.1855
17302625 9.2 0.5 0 0.0045 0 8.6955
17207843 10.2 0.5 0 0.0045 0 9.6955
17217911 9 0.5 0 0.0045 0 8.4955
17243419 9.85 0.5 0 0.0045 0 9.3455
17265605 11.175 0.5 0 0.0045 0 10.6705
17265601 8.75 0.5 0 0.0045 0 8.2455
LOAN_SEQ MATURITY_DATE STATED_ STATED_ ORIGINAL_ FIRST_PAY_DATE
ORIGINAL_TERM REM_TERM BALANCE
-----------------------------------------------------------------------------------------------------------------------------------------
17286850 20370701 360 359 52900 20070801
17243093 20370701 360 359 50000 20070801
17256131 20370701 360 359 54000 20070801
17275786 20370701 360 359 53125 20070801
17272392 20370601 360 358 50000 20070701
17272478 20370701 360 359 56700 20070801
17217617 20370701 360 359 59400 20070801
17256962 20370701 360 359 51000 20070801
17267885 20370701 360 359 54400 20070801
17256565 20370701 360 359 59500 20070801
17266224 20370701 360 359 56000 20070801
17266488 20370701 360 359 59500 20070801
17255409 20370701 360 359 59585 20070801
17251641 20370701 360 359 57600 20070801
17257150 20370701 360 359 50000 20070801
17248553 20370701 360 359 54000 20070801
17252820 20370701 360 359 58400 20070801
17217088 20370701 360 359 56000 20070801
17214981 20370701 360 359 58480 20070801
17256325 20370701 360 359 50000 20070801
17279127 20370701 360 359 60000 20070801
17265652 20370701 360 359 56250 20070801
17231526 20370701 360 359 60800 20070801
17263722 20370701 360 359 50000 20070801
17278602 20370701 360 359 63200 20070801
17244684 20370701 360 359 68750 20070801
17264250 20370701 360 359 64000 20070801
17264317 20370701 360 359 64000 20070801
17279641 20370701 360 359 68000 20070801
17265968 20370701 360 359 64000 20070801
17255173 20370701 360 359 63000 20070801
17279120 20370701 360 359 52650 20070801
17259517 20370701 360 359 70125 20070801
17244736 20370701 360 359 70550 20070801
17264198 20370701 360 359 50000 20070801
17247738 20370701 360 359 66640 20070801
17264281 20270701 240 239 73900 20070801
17248572 20370701 360 359 63750 20070801
17266401 20370701 360 359 63750 20070801
17259642 20370701 360 359 72200 20070801
17221472 20370701 360 359 55800 20070801
17293730 20370701 360 359 64600 20070801
17256514 20370701 360 359 70400 20070801
17248426 20370701 360 359 66000 20070801
17280748 20370701 360 359 66000 20070801
17230592 20370701 360 359 71200 20070801
17264301 20370701 360 359 67500 20070801
17230496 20370701 360 359 72000 20070801
17264305 20370701 360 359 82800 20070801
17238532 20370701 360 359 73600 20070801
17228573 20370701 360 359 78200 20070801
17263560 20370701 360 359 74400 20070801
17257097 20370701 360 359 74400 20070801
17251662 20370701 360 359 83700 20070801
17230520 20220701 180 179 74400 20070801
17252678 20370701 360 359 74800 20070801
17297594 20370701 360 359 71250 20070801
17279740 20270701 240 239 66490 20070801
17217520 20370701 360 359 85250 20070801
17244014 20370701 360 359 61749.75 20070801
17231454 20370701 360 359 86400 20070801
17221649 20370701 360 359 75650 20070801
17214964 20370701 360 359 87300 20070801
17256066 20370601 360 358 88200 20070701
17246743 20370701 360 359 66000 20070801
17278596 20370701 360 359 81000 20070801
17250050 20370601 360 358 90000 20070701
17244344 20370701 360 359 81800 20070801
17255954 20370701 360 359 80000 20070801
17293695 20370701 360 359 80000 20070801
17257153 20370701 360 359 85850 20070801
17265857 20370701 360 359 81600 20070801
17256012 20370701 360 359 91800 20070801
17265543 20370701 360 359 76000 20070801
17267794 20370701 360 359 82400 20070801
17272514 20370701 360 359 82400 20070801
17278647 20370701 360 359 78000 20070801
17257133 20370701 360 359 74750 20070801
17246641 20370701 360 359 88400 20070801
17224318 20370701 360 359 84000 20070801
17267744 20370701 360 359 89250 20070801
17266054 20370701 360 359 60000 20070801
17250020 20370701 360 359 68000 20070801
17248607 20320701 300 299 97200 20070801
17229521 20370701 360 359 64000 20070801
17275715 20370701 360 359 70850 20070801
17272444 20370701 360 359 84575 20070801
17293523 20370701 360 359 82250 20070801
17280728 20370701 360 359 92000 20070801
17251710 20370701 360 359 80750 20070801
17244750 20370701 360 359 93500 20070801
17224115 20370701 360 359 99000 20070801
17255487 20370701 360 359 70000 20070801
17255297 20370701 360 359 50000 20070801
17275699 20370701 360 359 95200 20070801
17245714 20370701 360 359 90400 20070801
17257154 20370701 360 359 91200 20070801
17245964 20370701 360 359 91200 20070801
17251449 20370701 360 359 103050 20070801
17264288 20370701 360 359 75000 20070801
17275023 20370701 360 359 103500 20070801
17255200 20370701 360 359 97400 20070801
17278541 20370701 360 359 103500 20070801
17256163 20370701 360 359 78200 20070801
17286651 20370701 360 359 92800 20070801
17251530 20370701 360 359 104400 20070801
17286738 20370701 360 359 98600 20070801
17243426 20370501 360 357 59500 20070601
17160060 20370701 360 359 93600 20070801
17142042 20370701 360 359 87750 20070801
17256020 20370701 360 359 94000 20070801
17256341 20370701 360 359 99500 20070801
17293772 20370701 360 359 102000 20070801
17246016 20370701 360 359 103500 20070801
17264041 20370701 360 359 102000 20070801
17204036 20370601 360 358 102000 20070701
17293660 20370701 360 359 80000 20070801
17265957 20370701 360 359 108900 20070801
17245940 20370701 360 359 90750 20070801
17247879 20370701 360 359 103700 20070801
17252667 20370701 360 359 93048 20070801
17246882 20370701 360 359 104550 20070801
17257001 20370701 360 359 91000 20070801
17264022 20370701 360 359 78000 20070801
17255445 20370701 360 359 110000 20070801
17257030 20370701 360 359 90000 20070801
17272528 20370701 360 359 86800 20070801
17243447 20370501 360 357 88000 20070601
17272583 20370701 360 359 65000 20070801
17228721 20370601 360 358 70000 20070701
17279772 20370701 360 359 93750 20070801
17243418 20370501 360 357 100000 20070601
17275712 20370701 360 359 106250 20070801
17286846 20370701 360 359 100800 20070801
17295373 20370701 360 359 100800 20070801
17256267 20370701 360 359 108900 20070801
17229193 20370701 360 359 100960 20070801
17257090 20370701 360 359 94200 20070801
17266417 20370701 360 359 113850 20070801
17278546 20370701 360 359 106250 20070801
17238607 20370701 360 359 101600 20070801
17249953 20370701 360 359 94000 20070801
17231307 20370701 360 359 75580 20070801
17248449 20370601 360 358 109000 20070701
17252601 20370701 360 359 78700 20070801
17243079 20370701 360 359 104000 20070801
17272467 20370701 360 359 104000 20070801
17265677 20370701 360 359 104000 20070801
17265681 20370701 360 359 100001 20070801
17279618 20370701 360 359 80000 20070801
17259638 20370701 360 359 117000 20070801
17247461 20370701 360 359 117000 20070801
17229439 20370701 360 359 110000 20070801
17259489 20370701 360 359 114600 20070801
17246940 20370701 360 359 112200 20070801
17267297 20370701 360 359 112200 20070801
17252841 20370701 360 359 105000 20070801
17272263 20370701 360 359 105600 20070801
17265707 20370701 360 359 120600 20070801
17264145 20370701 360 359 108000 20070801
17264256 20370701 360 359 94500 20070801
17279219 20370701 360 359 101250 20070801
17264000 20370701 360 359 114750 20070801
17255365 20370701 360 359 108000 20070801
17255396 20370701 360 359 106000 20070801
17248444 20370601 360 358 108800 20070701
17272591 20370701 360 359 109600 20070801
17155701 20370701 360 359 100001 20070801
17250241 20370701 360 359 102000 20070801
17297560 20370701 360 359 96000 20070801
17256494 20370701 360 359 102975 20070801
17265645 20370701 360 359 113400 20070801
17248439 20370601 360 358 102000 20070701
17264253 20370701 360 359 125100 20070801
17256420 20370601 360 358 100000 20070701
17267831 20370701 360 359 108000 20070801
17263579 20370701 360 359 100000 20070801
17230746 20370701 360 359 119000 20070801
17230797 20370701 360 359 119000 20070801
17168782 20370501 360 357 103500 20070601
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17230127 20370601 360 358 399750 20070701
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17259469 20220401 180 176 44000 20070501
17214930 20370601 360 358 59500 20070701
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17156303 20370301 360 355 55000 20070401
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17248522 20370601 360 358 389000 20070701
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17218366 20370601 360 358 288000 20070701
17243861 20370601 360 358 230350 20070701
17221621 20370601 360 358 217500 20070701
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17243804 20370601 360 358 180800 20070701
17224283 20370601 360 358 113750 20070701
17238537 20370601 360 358 127600 20070701
17229195 20370601 360 358 184000 20070701
17230716 20370601 360 358 96000 20070701
17251646 20370601 360 358 100160 20070701
17207207 20370501 360 357 80750 20070601
17141856 20370501 360 357 650000 20070601
17244730 20220601 180 178 450000 20070701
17221611 20370601 360 358 360000 20070701
17221750 20370601 360 358 195500 20070701
17238643 20370601 360 358 182000 20070701
17230829 20370601 360 358 395000 20070701
17238591 20370601 360 358 207000 20070701
17150321 20370501 360 357 99000 20070601
17259459 20370401 360 356 185600 20070501
17231647 20370601 360 358 88000 20070701
17246782 20370601 360 358 168000 20070701
17250069 20370601 360 358 180000 20070701
17250212 20370601 360 358 174250 20070701
17215595 20370601 360 358 142500 20070701
17217015 20370601 360 358 127800 20070701
17231524 20370601 360 358 68850 20070701
17221654 20370601 360 358 102400 20070701
17214851 20370601 360 358 101000 20070701
17224323 20370601 360 358 323400 20070701
17246888 20370601 360 358 191250 20070701
17226457 20370601 360 358 187000 20070701
17243796 20370601 360 358 225550 20070701
17250048 20370601 360 358 521900 20070701
17250206 20370601 360 358 103500 20070701
17218490 20370601 360 358 200000 20070701
17248481 20370601 360 358 221000 20070701
17256392 20370601 360 358 96000 20070701
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17219391 20370601 360 358 88650 20070701
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17243106 20370601 360 358 382500 20070701
17256554 20370601 360 358 279500 20070701
17205575 20370601 360 358 153000 20070701
17228915 20370601 360 358 328500 20070701
17178430 20370501 360 357 80750 20070601
17216956 20370601 360 358 300000 20070701
17152906 20370401 360 356 126000 20070501
17245936 20370601 360 358 279000 20070701
17156022 20370301 360 355 111000 20070401
17255539 20370301 360 355 920000 20070401
17230615 20370601 360 358 104000 20070701
17230452 20370601 360 358 215000 20070701
17238662 20370601 360 358 128000 20070701
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17230130 20370601 360 358 472500 20070701
17245920 20370601 360 358 189000 20070701
17205566 20370601 360 358 136000 20070701
17170908 20370601 360 358 195000 20070701
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17244870 20370501 360 357 520000 20070601
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17231549 20370601 360 358 533000 20070701
17243114 20370601 360 358 69000 20070701
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17248551 20370601 360 358 152600 20070701
17245954 20370601 360 358 344800 20070701
17224367 20370601 360 358 312000 20070701
17257017 20370601 360 358 223500 20070701
17170524 20370601 360 358 253200 20070701
17244737 20370601 360 358 387000 20070701
17251527 20370601 360 358 189000 20070701
17224322 20370601 360 358 232000 20070701
17248612 20370601 360 358 456000 20070701
17155776 20370501 360 357 131100 20070601
17221636 20370601 360 358 103500 20070701
17243830 20370601 360 358 152000 20070701
17248542 20370601 360 358 539000 20070701
17248586 20370601 360 358 425700 20070701
17257075 20370601 360 358 350000 20070701
17243060 20370601 360 358 200001 20070701
17132238 20370601 360 358 484500 20070701
17214108 20370601 360 358 179500 20070701
17242834 20370601 360 358 142400 20070701
17172251 20370501 360 357 73600 20070601
17231554 20370601 360 358 165000 20070701
17201444 20370601 360 358 209500 20070701
17218845 20370601 360 358 201000 20070701
17205930 20370601 360 358 100080 20070701
17203614 20370601 360 358 452300 20070701
17226523 20370601 360 358 217600 20070701
17256172 20370601 360 358 115200 20070701
17248592 20370601 360 358 231200 20070701
17259457 20370401 360 356 82800 20070501
17219302 20370501 360 357 235000 20070601
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17215474 20370601 360 358 170350 20070701
17243757 20370601 360 358 330000 20070701
17207199 20370401 360 356 285000 20070501
17243033 20370601 360 358 119700 20070701
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17256173 20370601 360 358 616000 20070701
17246798 20370601 360 358 151200 20070701
17224324 20370601 360 358 328500 20070701
17218682 20370601 360 358 94000 20070701
17148656 20370301 360 355 92650 20070401
17267746 20370101 360 353 84500 20070201
17205918 20370601 360 358 118150 20070701
17250184 20370601 360 358 120500 20070701
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17279171 20370701 360 359 97665 20070801
17293655 20370701 360 359 121500 20070801
17293674 20370701 360 359 127800 20070801
17295406 20370701 360 359 137700 20070801
17264009 20370701 360 359 127500 20070801
17219365 20370701 360 359 72250 20070801
17275754 20370701 360 359 168000 20070801
17267781 20370301 360 355 391500 20070401
17297557 20370701 360 359 423000 20070801
17255428 20370701 360 359 67500 20070801
17181897 20370701 360 359 161250 20070801
17298369 20370701 360 359 123920 20070801
17264242 20370701 360 359 201600 20070801
17264269 20370701 360 359 232200 20070801
17230187 20370701 360 359 172000 20070801
17299112 20370701 360 359 337500 20070801
17272308 20370701 360 359 69000 20070801
17264308 20370701 360 359 170000 20070801
17257033 20370701 360 359 522000 20070801
17246959 20370701 360 359 290500 20070801
17257130 20370701 360 359 252000 20070801
17256458 20370701 360 359 57447 20070801
17272517 20370701 360 359 374400 20070801
17256506 20370701 360 359 209880 20070801
17256520 20370701 360 359 264000 20070801
17247874 20370701 360 359 365165 20070801
17263988 20370701 360 359 154700 20070801
17251635 20370701 360 359 43200 20070801
17251637 20370701 360 359 554400 20070801
17280782 20370701 360 359 242165 20070801
17279201 20370701 360 359 345000 20070801
17231422 20370701 360 359 599000 20070801
17278608 20370701 360 359 94950 20070801
17295384 20370701 360 359 156400 20070801
17243884 20370701 360 359 137190 20070801
17265643 20370701 360 359 163965 20070801
17265669 20370701 360 359 61200 20070801
17295440 20370701 360 359 161910 20070801
17244654 20370701 360 359 118350 20070801
17266400 20370701 360 359 156750 20070801
17228837 20370701 360 359 238960 20070801
17128364 20370701 360 359 474300 20070801
17279779 20370701 360 359 135000 20070801
17076639 20220601 180 178 612000 20070701
17274921 20370701 360 359 340000 20070801
17274985 20370701 360 359 246186 20070801
17274997 20370701 360 359 276000 20070801
17256076 20370701 360 359 68000 20070801
17255350 20370701 360 359 81000 20070801
17256082 20370701 360 359 116000 20070801
17243417 20370501 360 357 223920 20070601
17286759 20370701 360 359 60750 20070801
17214830 20370701 360 359 140000 20070801
17228497 20370601 360 358 490500 20070701
17229490 20370701 360 359 269450 20070801
17245774 20370701 360 359 76500 20070801
17246664 20370701 360 359 229500 20070801
17251439 20370701 360 359 110000 20070801
17251470 20370701 360 359 384000 20070801
17252572 20370601 360 358 416491 20070701
17265528 20370701 360 359 86400 20070801
17243405 20370501 360 357 60000 20070601
17243445 20370501 360 357 123250 20070601
17272393 20370601 360 358 69600 20070701
17263538 20370701 360 359 180000 20070801
17217929 20370501 360 357 400000 20070601
17243436 20370501 360 357 106250 20070601
17267741 20370701 360 359 232200 20070801
17267814 20370701 360 359 105000 20070801
17274435 20220701 180 179 431600 20070801
17274976 20370701 360 359 212000 20070801
17275013 20370701 360 359 283500 20070801
17278543 20370701 360 359 126000 20070801
17278567 20370701 360 359 159900 20070801
17279199 20370701 360 359 200001 20070801
17299120 20370701 360 359 75200 20070801
17263952 20370601 360 358 154400 20070701
17265902 20370701 360 359 160020 20070801
17301909 20370701 360 359 54060 20070801
17279245 20370701 360 359 295200 20070801
17302625 20370701 360 359 81450 20070801
17207843 20370701 360 359 104661 20070801
17217911 20370401 360 356 225250 20070501
17243419 20370501 360 357 350910 20070601
17265605 20370601 360 358 297000 20070701
17265601 20370601 360 358 291000 20070701
LOAN_SEQ PAYMENT CURRENT_ LOAN_TO_VALUE MI MERS_ID1
BALANCE
----------------------------------------------------------------------------------------------------------------------------------------------------
17286850 317.16 52847.34 89.66000366 Xx XX
00000000 393 49971.17 83.33000183 Xx XX
00000000 467.52 53975.28 90 Xx XX
00000000 465.82 53101.45 85 Xx XX
00000000 453.64 49959.21 80 Xx XX
00000000 527.16 56678.41 88.58999634 Xx XX
00000000 471.13 59366.45 90 Xx XX
00000000 410.36 50972.14 75 Xx XX
00000000 519.77 54364.08 80 Xx XX
00000000 516.95 59491.28 85 Xx XX
00000000 530.77 55979.76 80 Xx XX
00000000 456.22 59487.06 85 Xx XX
00000000 596.9 59566.57 85 Xx XX
00000000 524.74 57576.86 80 Xx XX
00000000 396.57 49971.76 68.97000122 Xx XX
00000000 453.67 53973.38 73.97000122 Xx XX
00000000 601.39 58383.34 80 Xx XX
00000000 568.49 55983.34 76.70999908 Xx XX
00000000 541.07 58456.52 80 Xx XX
00000000 431.42 49976.91 67.56999969 Xx XX
00000000 564.61 59977.89 80 Xx XX
00000000 504.06 56226.41 75 Xx XX
00000000 557.99 60776.04 80 Xx XX
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17238619 564.69 64342.33 80 No MI 1.00E+17
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17259466 1363.13 187477.37 80 No MI 1.00E+17
17246960 4010.96 602836.65 90 No MI 1.00E+17
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17243074 4221.86 521929.74 90 No MI 1.00E+17
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17228817 2089.32 223830.2 80 No MI 1.00E+17
17167220 1305.1 151477.43 95 No MI 1.00E+17
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17207819 479 52485.93 75 No MI 1.00E+17
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17252663 3734.22 425813.42 85 No MI 1.00E+17
17076408 2202.58 242906.87 90 No MI 1.00E+17
17250141 2994.07 478639.06 89.52999878 No MI 1.00E+17
17229210 1201.81 151934.63 79.16999817 No MI 1.00E+17
17247549 1771.42 178467.5 85 No MI 1.00E+17
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17246068 3731.17 414653.44 68.02999878 No MI 1.00E+17
17230749 4012.4 449616.08 90 No MI 1.00E+17
17216651 800.23 95903.16 80 No MI 1.00E+17
17230688 3033.75 450000 90 No MI 1.00E+17
17256104 1406.07 164343.91 70 No MI 1.00E+17
17228900 2125.96 280373.3 85 No MI 1.00E+17
17215399 714.61 71133.68 80 No MI 1.00E+17
17244583 1535.72 231600.5 68.83999634 No MI 1.00E+17
17230691 1559.97 152784.45 85 No MI 1.00E+17
17256382 3208.125 531000 90 Radian Guaranty
17224348 1420.69 165344.61 82.75 No MI 1.00E+17
17230704 2252.05 238647.41 70 No MI 1.00E+17
17229331 544.27 59428.45 85 No MI 1.00E+17
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17231525 971.08 113890.9 89.05999756 No MI 1.00E+17
17221484 1857.77 254871.01 85 No MI 1.00E+17
17256539 3802.99 593818.45 86.08999634 No MI 1.00E+17
17221783 694.51 84969.44 46.70000076 No MI 1.00E+17
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17256482 2619.99 351732.64 50.27000046 No MI 1.00E+17
17255354 2628.34 284777.34 75 No MI 1.00E+17
17245961 791.43 103372.59 90 No MI 1.00E+17
17230299 1829.28 243087.7 80 No MI 1.00E+17
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17251528 6050.93 697429.72 90 No MI 1.00E+17
17244635 1479.15 179915.43 80.72000122 No MI 1.00E+17
17247736 1424.44 176208.16 90 No MI 1.00E+17
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17238660 1367.37 149962.59 75 No MI 1.00E+17
17230550 2055.26 293833.42 87.76000214 No MI 1.00E+17
17256461 1536.86 176198.74 75 No MI 1.00E+17
17218466 1893.33 199854.34 80 No MI 1.00E+17
17255486 1992.83 223309.31 75 No MI 1.00E+17
17219425 2998.48 364419.5 80 No MI 1.00E+17
17247863 1506.12 220653.45 79.77999878 No MI 1.00E+17
17043942 3146.81 428820.31 84.66000366 No MI 1.00E+17
17219134 2542.87 276233.4 90 No MI 1.00E+17
17215008 1384.93 193225.41 90 No MI 1.00E+17
17243825 1522.02 182565.28 85 No MI 1.00E+17
17216811 2511.28 287873.86 80 No MI 1.00E+17
17229168 1862.13 215799.32 80 No MI 1.00E+17
17247559 1885.55 235657.24 80 No MI 1.00E+17
17238653 1592.31 179950.16 80 No MI 1.00E+17
17244558 1847.85 215795.48 90 No MI 1.00E+17
17230188 3172.19 378521.81 90 No MI 1.00E+17
17251708 1494.39 170258.08 65 No MI 1.00E+17
17154513 2581 274193.19 90 No MI 1.00E+17
17248480 2385.43 229372.05 77.80000305 No MI 1.00E+17
17230753 2374.86 288897.95 85 No MI 1.00E+17
17181893 1449.79 220500 90 No MI 1.00E+17
17207844 2286.65 242820.15 85.26000214 No MI 1.00E+17
17208046 2825.85 402160.73 70 No MI 1.00E+17
17243741 1516.63 199721.9 80 No MI 1.00E+17
17251461 1413.11 201486.6 80 No MI 1.00E+17
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17231659 1511.09 158484.81 80 No MI 1.00E+17
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17043622 839.6 93421.65 85 No MI 1.00E+17
17231083 781.16 85994.21 70 No MI 1.00E+17
17231660 902.95 116858.9 90 No MI 1.00E+17
17133312 890.93 107129.29 95 No MI 1.00E+17
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17247779 2810.38 365055.59 85 No MI 1.00E+17
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17221606 1889.57 252381.69 78.91000366 No MI 1.01E+17
17182705 591.43 84863.54 62.95999908 No MI 1.00E+17
17255296 1538.83 189346.41 85 No MI 1.00E+17
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17057993 2063.05 312868.16 95 No MI 1.00E+17
17244631 1760.48 193751.07 85 No MI 1.00E+17
17217494 2167.03 288547.96 66.69000244 No MI 1.00E+17
17238573 2116.6 305534.27 90 No MI 1.00E+17
17252757 5529.75 764604.5 90 No MI 1.00E+17
17146120 1286.33 149350.89 95 No MI 1.00E+17
17238657 530.87 60745.29 80 No MI 1.00E+17
17245924 2083.39 263394.5 85 No MI 1.00E+17
17245965 1864.33 233737.47 90 No MI 1.00E+17
17156223 1287.52 197142.15 86.08999634 No MI 1.00E+17
17244629 1915.52 211825.21 80 No MI 1.00E+17
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17243443 779.86 89875.65 90 No MI 1.00E+17
17238589 1454.97 181598.13 90 No MI 1.00E+17
17259699 3797.66 443809.35 80 No MI 1.00E+17
17257018 1261.9 197039.67 90 No MI 1.00E+17
17251683 1916.93 241405 75 No MI 1.00E+17
17252642 1152.94 113594.49 78.33999634 No MI 1.00E+17
17200655 437.87 49955.33 71.43000031 No MI 1.00E+17
17231540 756.01 97584.46 80 No MI 1.00E+17
17219378 2315.84 350001 69.30999756 No MI 1.00E+17
17256972 1050.56 129951.61 52.41999817 No MI 1.00E+17
17229230 2816.2 360824.09 85 No MI 1.00E+17
17166810 1990.96 248296.06 90 No MI 1.00E+17
17155969 736.41 68891.24 100 No MI 1.00E+17
17257034 1975.45 278938.61 90 No MI 1.00E+17
17175561 1600.2 212391.5 84.19000244 No MI 1.00E+17
17228731 981.49 131827.24 80 No MI 1.00E+17
17228856 1481.85 168849.53 52.97999954 No MI 1.00E+17
17219414 2961.4 513781.3 85 No MI 1.00E+17
17250217 1040.24 114605.77 75 No MI 1.00E+17
17246871 1628.34 206968.95 90 No MI 1.00E+17
17229213 2655.91 296748.49 79.19999695 No MI 1.00E+17
17221697 1696.73 199937.29 72.86000061 No MI 1.00E+17
17228890 2594.7 356509.49 85 No MI 1.00E+17
17215013 1947.18 211832.57 80 No MI 1.00E+17
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17244621 1460.99 168594.89 75 No MI 1.00E+17
17219411 1803.41 224914.1 75 No MI 1.00E+17
17181899 1221.45 158806.27 88.33000183 No MI 1.00E+17
17246523 2428.33 376000 80 No MI
17256009 4490.18 539816.4 90 No MI 1.00E+17
17205909 953.46 123849.21 60.49000168 No MI 1.00E+17
17218708 3906.5 458559.84 90 No MI 1.00E+17
17252797 1225.6 144360.24 85 No MI 1.00E+17
17224383 2805.75 458838.64 85 No MI 1.00E+17
17247728 1494.21 183682.94 75 No MI 1.00E+17
17205868 1728.4 214763.74 59.22999954 No MI 1.00E+17
17182616 1002.51 130341 90 No MI 1.00E+17
17242981 1568.23 227865.1 80 No MI 1.00E+17
17214279 2051.34 287587.2 90 No MI 1.00E+17
17159954 2180.57 246397.19 85 No MI 1.01E+17
17230183 2396.06 399168.04 63.00999832 No MI 1.00E+17
17245938 1263.85 166425.13 90 No MI 1.00E+17
17226277 4635.52 595167.66 89.55000305 No MI 1.00E+17
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17159934 1704.67 197878.79 90 No MI 1.00E+17
17242779 1410.1 167944.57 78.13999939 No MI 1.00E+17
17256445 989.08 171927.98 68.80000305 No MI 1.00E+17
17263440 2582.24 324743.07 58.56000137 No MI 1.00E+17
17219334 2451.24 280248.1 85 No MI 1.00E+17
17252865 1711.7 181765.35 85 No MI 1.00E+17
17214155 2019.02 234777.86 72.30999756 No MI 1.00E+17
17226320 873.88 99910.21 80 No MI 1.00E+17
17230728 2132.96 285947.62 89.37999725 No MI 1.00E+17
17160389 1842.03 219939.35 90 No MI 1.00E+17
17246883 982.66 114180.69 75 No MI 1.00E+17
17224400 1083.49 103365.8 80 No MI 1.00E+17
17243433 955.43 129638.09 49.58000183 No MI 1.00E+17
17230758 916.17 102662.33 75 No MI 1.00E+17
17229145 2630.24 316876.01 80 No MI 1.00E+17
17208160 1045.5 134942.79 79.41000366 No MI 1.00E+17
17216852 2461.09 296496.83 80 No MI 1.00E+17
17216886 1097.99 153626.28 75 No MI 1.00E+17
17230677 438.42 49855.48 50 No MI
17244571 2374.76 216966.63 71.48000336 No MI 1.00E+17
17247794 3093.72 359883.77 80 No MI 1.00E+17
17256432 1357.6 156353.83 85 No MI 1.00E+17
17256070 1791.86 217772.61 74.15000153 No MI 1.00E+17
17201716 1821.41 221052.98 90 No MI 1.00E+17
17226361 7300.88 973743.33 75 No MI 1.00E+17
17180275 3263.04 391367.88 82.41999817 No MI 1.00E+17
17201720 1105 136000 80 No MI 1.00E+17
17238517 1476.22 193414.27 53.75 No MI 1.00E+17
17244581 2355.13 319443.38 85 No MI 1.00E+17
17238658 1753.67 198053.62 57.13999939 No MI 1.00E+17
17224397 1143.66 137061.6 70 No MI 1.00E+17
17256535 1008.15 119881.23 75 No MI 1.00E+17
17238652 1948.01 265867.41 70 No MI 1.00E+17
17207790 906.99 104539.46 85 No MI 1.00E+17
17151424 1711.39 223798.57 83 No MI 1.00E+17
17229312 2549.32 359904 80 No MI
17201640 2277.87 263755.26 80 No MI 1.00E+17
17216915 4460.76 534460.72 39.93000031 No MI 1.00E+17
17231626 1931.69 202854.24 70 No MI 1.00E+17
17251765 1402.4 153626.32 75 No MI 1.00E+17
17230131 3589.29 414617.56 79.80999756 No MI 1.00E+17
17256409 1461.25 250500 87.88999939 No MI 1.00E+17
17219068 3445 551200 80 No MI
17255351 3396.38 499873.48 80 No MI 1.00E+17
17021781 1036.84 134914.73 90 No MI 1.00E+17
17247720 3477.91 475906.18 85 No MI 1.00E+17
17219493 1641.54 197534.79 90 No MI 1.00E+17
17251476 988.46 103925.08 80 No MI 1.00E+17
17255439 3501.96 397631.75 75 No MI 1.00E+17
17214941 7518.04 1098340.35 84.54000092 No MI 1.00E+17
17245799 903.31 97587.53 85 No MI 1.00E+17
17251768 2282.12 305943.95 90 No MI 1.00E+17
17243041 1020.77 135825.6 64.76000214 No MI 1.00E+17
17226391 1222.4 139874.02 70 No MI 1.00E+17
17219190 3037.16 351672.84 80 No MI 1.00E+17
17226623 1264.1 181788.78 70 No MI 1.00E+17
17238496 1482.21 154967.51 79.48999786 No MI 1.00E+17
17246012 777.31 102471.07 90 No MI 1.00E+17
17226303 2321.12 230857.73 70 No MI 1.00E+17
17247747 1511.75 191123.87 74.98000336 No MI 1.00E+17
17224258 1036.36 123128.26 85 No MI 1.00E+17
17208258 1691.61 219597.33 80 No MI 1.00E+17
17230794 3451 483490.61 75 No MI 1.00E+17
17224280 1502.65 165158.48 70 No MI 1.00E+17
17215314 3081.05 419318.91 90 No MI 1.00E+17
17214124 1608.66 193801.85 79.83999634 No MI 1.01E+17
17259751 822.35 84941.69 85 No MI 1.00E+17
17256561 1218.01 127908.1 77.58000183 No MI 1.00E+17
17238648 3002.53 363873.03 80 No MI 1.00E+17
17221626 1487.76 203897.12 80 No MI 1.00E+17
17215308 1920.04 212324.79 85 No MI 1.00E+17
17156227 2450.25 396000 90 No MI 1.00E+17
17159950 1610.13 251820 90 No MI 1.00E+17
17231175 948.16 108402.57 70 No MI 1.00E+17
17226341 2049.21 249842.51 90 No MI 1.00E+17
17217921 796.74 95852.64 80 No MI 1.00E+17
17217491 1566.4 208153.83 85 No MI 1.00E+17
17246868 3086.46 351686.58 80 No MI 1.00E+17
17243427 1615.02 216573.43 68.88999939 No MI 1.00E+17
17148568 1447.03 179397.63 51.43000031 No MI 1.00E+17
17015143 1012.86 126863.77 95 No MI 1.00E+17
17169160 780.73 92723.09 80 No MI 1.00E+17
17217919 456.47 54886.97 78.56999969 No MI 1.00E+17
17226384 3311.18 360514.45 80 No MI 1.00E+17
17228770 602.27 70333.33 80 No MI 1.00E+17
17243785 1165.94 133978.04 90 No MI 1.00E+17
17200863 1291.88 160523.4 53.93000031 No MI 1.00E+17
17245949 7026.42 998498.37 78.43000031 No MI 1.00E+17
17219478 2944.84 351882.64 80 No MI 1.00E+17
17246053 748.04 83130.5 80 No MI 1.00E+17
17252765 2322.79 289689.36 90 No MI 1.00E+17
17259464 579.85 84732.35 65.37999725 No MI 1.00E+17
17215375 1191.66 152819.23 90 No MI 1.00E+17
17248461 1572.99 179838.35 80 No MI 1.00E+17
17065162 466.68 59855.78 60 No MI 1.00E+17
17252756 791.88 106360.61 39.88999939 No MI 1.00E+17
17247723 1436.95 212332.4 90 No MI 1.00E+17
17167185 1400 210000 80 No MI 1.00E+17
17243827 1102.95 150375.21 85 No MI 1.00E+17
17201912 1113.9 144734.06 79.66999817 No MI 1.00E+17
17160043 1462.77 182395.06 84.87999725 No MI 1.00E+17
17203833 2784.79 339461.52 80 No MI 1.00E+17
17217907 632.94 73029.15 60 No MI 1.00E+17
17218762 6116.74 764705.75 85.95999908 No MI 1.00E+17
17229175 2457.98 281168.85 69.95999908 No MI 1.00E+17
17229237 1533.66 175342.41 75 No MI 1.00E+17
17243801 2397.62 369888.68 62.70999908 No MI 1.00E+17
17229231 1191.45 135861.21 90 No MI 1.00E+17
17256071 1035.98 130352.38 90 No MI 1.00E+17
17244662 1622.95 173867.81 74.36000061 No MI 1.00E+17
17256228 899.06 127848.56 79.94999695 No MI 1.00E+17
17217887 3836.14 579040 89.91999817 No MI 1.00E+17
17256108 1074.98 139439.99 90 No MI 1.00E+17
17208126 666.28 79919.12 64 No MI 1.00E+17
17245941 1271.55 147861.34 68.83999634 No MI 1.00E+17
17228902 2307.61 280208.04 85 No MI 1.00E+17
17230208 2497.21 331846.69 80 No MI 1.00E+17
17230684 860.25 112361.51 76.52999878 No MI 1.00E+17
17244578 929.22 107002.06 90 No MI 1.00E+17
17229129 938.9 119859.68 75 No MI 1.00E+17
17202084 641.26 48202.19 28.56999969 No MI 1.00E+17
17251697 1674.41 229187.2 90 No MI 1.00E+17
17230800 1342.44 154259.57 80 No MI 1.00E+17
17217556 3079.75 359659.13 84.11000061 No MI 1.00E+17
17128840 3900 624000 80 No MI
17088565 1111.45 145080.65 85 No MI 1.00E+17
17182680 842.44 111922.12 89.59999847 No MI 1.00E+17
17231699 545.07 60399.89 65 No MI 1.00E+17
17180214 2263.04 232761.79 73.26999664 No MI 1.00E+17
17175414 4626.79 607728.62 76.95999908 No MI 1.00E+17
17231577 455.06 61079.87 85 No MI 1.00E+17
17231625 2482.43 301435.91 85 No MI 1.00E+17
17256121 1598.86 202268.06 90 No MI 1.00E+17
17250213 1276.64 149856.14 55.56000137 No MI 1.00E+17
17229266 1361.15 162980.7 89.55999756 No MI 1.00E+17
17224316 1222.8 129953.53 85 No MI 1.00E+17
17221712 1086.83 141825.56 42.38999939 No MI 1.00E+17
17214191 932.93 137465.06 45.83000183 No MI 1.00E+17
17243014 3491.15 503707.33 80 No MI 1.00E+17
17238550 2018.22 247236.94 90 No MI 1.00E+17
17171612 2329.69 315000 90 PMI
17250109 1674.79 233667.95 73.12999725 No MI 1.00E+17
17238548 1092.51 135750.66 90 No MI 1.00E+17
17228884 2059.2 415999.99 80 No MI 1.00E+17
17148577 936.64 145028 80 No MI
17221740 2109.07 246765.03 87.58999634 No MI 1.00E+17
17215365 1480.05 234000 90 No MI 1.00E+17
17247881 2063.38 229308.34 85 No MI 1.00E+17
17252719 1193.41 148686.74 85 No MI 1.00E+17
17256441 1354.57 146884.91 73.5 No MI 1.00E+17
17247792 1883.06 217300.06 75 No MI 1.00E+17
17217647 984.5 140011.73 85 No MI 1.00E+17
17172362 998.47 143284.19 70 No MI 1.00E+17
17247727 3056.44 398450.99 75 No MI
17230779 507.67 56652.14 90 No MI 1.00E+17
17251704 1550.03 197120.08 83.91000366 No MI 1.00E+17
17238566 3858.96 467042.28 90 No MI 1.00E+17
17218561 3234.333333 500800 80 No MI
17216904 1326.03 157198.91 85 No MI 1.00E+17
17255245 2768.57 348355.47 75 No MI 1.00E+17
17205696 1432.26 187766.67 84.61000061 No MI 1.00E+17
17243448 1769.28 238375.69 85 No MI 1.00E+17
17230098 801.04 99890.19 74.06999969 No MI 1.00E+17
17255427 3807.59 509906.98 85 No MI 1.00E+17
17244363 2275.46 211538.92 80 No MI 1.00E+17
17215345 492.81 55452.13 75 No MI 1.00E+17
17113546 762.29 89823.94 80.36000061 No MI
17245977 802.94 97498.39 80 No MI 1.00E+17
17224314 2030.22 233786.03 90 No MI 1.00E+17
17181793 3736.88 599899.88 70 No MI 1.00E+17
17255424 5043.68 611923.63 90 No MI 1.00E+17
17246001 1150.33 137860.8 83.12999725 No MI 1.00E+17
17230813 1583.04 197406.01 85 No MI 1.00E+17
17155970 472.79 49407.23 78.12999725 No MI 1.00E+17
17159972 1268.35 132406.39 58.88999939 No MI 1.00E+17
17251508 1291.35 132710.2 80 No MI 1.00E+17
17218631 1007.29 115894.15 78.37999725 No MI 1.00E+17
17228882 2186.81 314925.88 90 No MI 1.00E+17
17244653 1651.92 179857.54 80 No MI 1.00E+17
17247789 769.43 87671.85 75 No MI 1.00E+17
17156028 362.31 52000.94 94.91000366 No MI 1.00E+17
17244611 1466.49 179808.29 90 No MI 1.00E+17
17229300 700.94 82877.84 72.16999817 No MI 1.00E+17
17181802 1622.57 183259.06 74.90000153 No MI 1.00E+17
17228789 3416.79 450433.36 84.30000305 No MI 1.00E+17
17219335 2600.4 307619.07 80 No MI 1.00E+17
17272406 526.31 65926.11 51.56000137 No MI 1.00E+17
17230162 2214.33 290121.4 90 No MI 1.00E+17
17246084 1972.88 224799.66 90 No MI 1.00E+17
17219413 1314.18 157621.78 85 No MI 1.00E+17
17208164 3430.99 451796.73 80 No MI 1.00E+17
17217940 1283.65 151700.52 80 No MI 1.00E+17
17255367 3749.6 437884.97 90 No MI 1.00E+17
17250161 2396.21 283408.58 90 No MI 1.00E+17
17259662 1051.95 139322.91 90 No MI 1.00E+17
17219284 1002.56 116414.66 85 No MI 1.00E+17
17152785 724.58 76943 79.37999725 No MI 1.00E+17
17230789 631.32 71935.89 80 No MI 1.00E+17
17214167 941.11 131811.18 80 No MI 1.00E+17
17228555 2793.95 339779.15 85 No MI 1.00E+17
17036518 677.42 63716.73 75 No MI 1.00E+17
17229952 1646.71 182099.75 90 No MI 1.00E+17
17231555 1100.85 134856.51 90 No MI 1.00E+17
17228877 1764.27 209792.14 77.77999878 No MI 1.00E+17
17172544 800.49 94913.45 80 No MI 1.00E+17
17243995 2358.3 343595.11 90 Radian Guaranty
17247847 2441.53 279918.59 77.77999878 No MI 1.00E+17
17216648 1742.55 221244.17 63.29000092 No MI 1.00E+17
17246788 1489.87 186790.2 85 No MI 1.00E+17
17218630 911.91 103907.4 77.61000061 No MI 1.00E+17
17247724 1627.4 199537.25 85 No MI 1.00E+17
17128399 1030.57 135976.51 80 No MI 1.00E+17
17229864 2124.97 269190.37 70 No MI 1.00E+17
17214269 1182.08 118924.24 70 No MI 1.00E+17
17228776 2185.31 307554.97 74.22000122 No MI 1.00E+17
17170789 1935.35 224931.51 77.58999634 No MI 1.00E+17
17238542 816.49 104850.59 65 No MI 1.00E+17
17231571 1766.75 220254.9 90 No MI 1.00E+17
17156018 1714.9 199571.17 84.98000336 No MI 1.00E+17
17221752 1168.23 123659.19 75 No MI 1.00E+17
17230790 1891.46 251954.91 89.05000305 No MI 1.00E+17
17248544 973.84 121452.46 90 No MI 1.00E+17
17182559 732.46 83975.58 68.84999847 No MI 1.00E+17
17246850 909.43 105302.28 85 No MI 1.00E+17
17248610 2737.99 491516.6 80 No MI 1.00E+17
17172505 3196.64 513977.21 60.59000015 No MI 1.00E+17
17248533 2001.51 225188.59 85 No MI 1.00E+17
17054927 1476.63 182501.72 90 No MI 1.00E+17
17219528 3169.67 411200 80 No MI 1.00E+17
17231672 1762.652083 269450 85 No MI 1.00E+17
17243088 1390.23 199698.61 57.13999939 No MI 1.00E+17
17257052 1335.29 207633.74 80 No MI 1.00E+17
17238611 706.57 87404.41 70 No MI 1.00E+17
17217599 1184.73 134819.31 62.79000092 No MI 1.00E+17
17175324 4468.07 584901.87 90 No MI 1.00E+17
17243798 697.56 85907.43 80 No MI 1.00E+17
17201773 489.27 55674.25 90 No MI 1.00E+17
17213958 1504.41 166362.71 90 No MI 1.00E+17
17250232 581.55 58462.84 75 No MI 1.00E+17
17231329 478.86 58325.53 79.98999786 No MI 1.00E+17
17219364 4527.96 494604.86 90 No MI 1.00E+17
17055448 449.54 49937.09 66.66999817 No MI 1.00E+17
17088631 962.61 103540.59 80 No MI 1.00E+17
17213967 398.96 54426.23 50.45999908 No MI 1.00E+17
17224254 1022.8 118745.7 90 No MI 1.00E+17
17148116 1113.17 123098.42 80 No MI 1.00E+17
17233942 1461.15 142052.56 85 No MI 1.00E+17
17178408 564.17 63665.93 85 No MI 1.00E+17
17256141 2749.17 332656.29 90 No MI 1.00E+17
17228724 1733.83 224903.23 90 No MI 1.01E+17
17230118 2794.51 417334.54 90 No MI 1.00E+17
17215444 3220.67 371658.06 80 No MI 1.00E+17
17214152 1085.27 134851.66 90 No MI 1.00E+17
17166841 1494.07 215671.25 90 No MI 1.00E+17
17244665 1305.37 156442.04 90 No MI 1.00E+17
17216896 2199.74 273697.98 74.86000061 No MI 1.00E+17
17226297 1886.88 205150.4 89.98000336 No MI 1.00E+17
17247745 1209.08 150234.72 79.16000366 No MI 1.00E+17
17205535 2371.21 281721.48 67.79000092 No MI 1.00E+17
17246062 1514 173094.42 90 No MI 1.00E+17
17256174 826.53 99898.06 74.06999969 No MI 1.00E+17
17228850 641.94 67203.5 85 No MI 1.00E+17
17238576 1179.88 154431.74 75 No MI 1.00E+17
17230784 1024.04 112409.03 74.01000214 No MI 1.00E+17
17248457 1110.14 130873.03 58.22000122 No MI 1.00E+17
17170815 2789.19 356029.98 75 No MI 1.00E+17
17238675 4598.61 599265.2 46.15000153 No MI 1.00E+17
17230125 1337.47 149872.02 60 No MI 1.00E+17
17247719 1966.47 246294.24 90 No MI 1.00E+17
17229218 893.98 88745.6 80 No MI 1.00E+17
17181917 1588.45 171959.05 80 No MI 1.00E+17
17246115 3635.45 464826.37 67.38999939 No MI 1.00E+17
17243038 666.71 71944.33 80 No MI 1.00E+17
17156047 1073.31 154698.97 81.79000092 No MI 1.00E+17
17201672 3513.95 408616.8 74.36000061 No MI 1.00E+17
17243052 1476.94 211379.76 90 No MI 1.00E+17
17154474 2259.4 312000 80 No MI 1.00E+17
17252777 1778.99 224910.42 75 No MI 1.00E+17
17166525 1269.8 152765.16 85 No MI 1.00E+17
17175273 667.77 71742.26 85 No MI 1.00E+17
17263623 1310.31 137601.13 85 No MI 1.00E+17
17218644 2688.2 314201.58 85 No MI 1.00E+17
17216861 1316.67 170792.7 90 No MI 1.00E+17
17228839 1686.98 202767.59 76.59999847 No MI 1.00E+17
17154342 1652.76 214612.97 88.76000214 No MI 1.01E+17
17155677 1140.46 133871.5 57.02000046 No MI 1.00E+17
17247885 2401.84 274254.13 75 No MI 1.00E+17
17202007 525.92 52368.49 75 No MI 1.00E+17
17242885 2076.72 269456.27 68.05999756 No MI 1.00E+17
17205534 2339.49 283705.32 80 No MI 1.00E+17
17238553 3014.1 348395.86 85 No MI 1.00E+17
17255352 768.97 101372.47 70 No MI 1.00E+17
17238687 2318.86 284695.5 75 No MI 1.00E+17
17218635 1867.43 214803.95 78.18000031 No MI 1.00E+17
17215451 1093.53 133152.83 90 No MI 1.00E+17
17248559 1893.3 223927.77 88.54000092 No MI 1.00E+17
17224327 1067.3 155047.16 90 No MI 1.00E+17
17238686 737.18 103849.43 40 No MI 1.00E+17
17243171 1230 164000 86.31999969 Radian Guaranty
17207233 2028.93 267680.37 85 No MI 1.00E+17
17221773 1611.32 177455.14 69.65000153 No MI 1.00E+17
17230122 2649.46 313692.46 79.69999695 No MI 1.00E+17
17251658 1083.19 107733.6 70 No MI 1.00E+17
17229211 1145.24 130383.27 90 No MI 1.00E+17
17243739 4406.86 509847.13 85 No MI 1.00E+17
17229267 2507.93 321427.31 70 No MI 1.00E+17
17182065 1557.89 216750 83.37000275 No MI 1.00E+17
17238523 1621.96 219706.76 80 No MI 1.00E+17
17217897 498.75 84000 80 No MI
17201597 1610.3 169776.68 76.52999878 No MI 1.00E+17
17247743 3399.19 382170.86 75 No MI 1.00E+17
17205869 1657.42 216483.17 85 No MI 1.00E+17
17229207 3323.81 422012.07 65 No MI 1.00E+17
17148028 1270.14 138194.17 80 No MI 1.00E+17
17246840 849.35 101964.89 85 No MI 1.00E+17
17247528 2742.31 359839.79 90 No MI 1.00E+17
16980170 1342.45 159841.14 80 No MI 1.00E+17
17207945 3225.03 393126.4 75 No MI 1.00E+17
17247878 1378.89 169573.89 62.84999847 No MI 1.00E+17
17250187 883.35 98167.93 75 No MI 1.00E+17
17231590 1763.71 282473.02 79.72000122 No MI 1.00E+17
17217444 1064.25 140821.38 78.33000183 No MI 1.00E+17
17226379 1889.45 251954.73 90 No MI 1.00E+17
17228795 2242.46 274707.72 69.97000122 No MI 1.00E+17
17217758 644.8 93915.68 78.98999786 No MI 1.00E+17
17229219 814.24 95907.15 73.84999847 No MI 1.00E+17
17205908 2870.43 310862.03 75 No MI 1.00E+17
17219325 1983.4 246229.69 85 No MI 1.00E+17
17250165 1547.48 247917.99 80 No MI 1.00E+17
17216989 3505.14 399394.08 65 No MI 1.00E+17
17230089 1964.84 255888.57 80 No MI 1.00E+17
17207733 1389.23 155798.87 80 No MI 1.00E+17
17156184 1086.14 163183.68 80 No MI 1.00E+17
17248513 1336.03 162230.95 80 No MI 1.00E+17
17175532 1063.75 148000 94.87000275 Radian Guaranty
17255302 2192.17 258317.68 80 No MI 1.00E+17
17221614 2700.08 318678.65 38.31999969 No MI 1.00E+17
17246950 1682.02 209468.36 90 No MI 1.00E+17
17228713 2479.87 263981.37 80 No MI 1.00E+17
17231545 2085.65 262397.06 75 No MI 1.00E+17
17246057 498.55 74951.5 55.15000153 No MI 1.00E+17
17238554 2279.63 278798.9 90 No MI 1.00E+17
17238669 1154.18 143945.03 90 No MI 1.00E+17
17217552 973.3 123856.04 80 No MI 1.00E+17
17243431 941.69 119350.54 90 No MI 1.00E+17
17238545 835.12 105984.87 85 No MI 1.00E+17
17251712 1608.92 205415.72 79.65000153 No MI 1.00E+17
17230085 1393.47 161350.29 84.11000061 No MI 1.00E+17
17088568 1156.94 151019.64 85 No MI 1.00E+17
17155520 3396.26 442013.06 75 No MI 1.00E+17
17224131 5409.12 719078.6 80 No MI
17215100 856.96 107703.98 85 No MI 1.00E+17
17246070 953.22 116875.39 90 No MI 1.00E+17
17246904 2409.35 283909.52 80 No MI 1.00E+17
17247785 1284.08 150729.39 85 No MI 1.00E+17
17246044 2769.79 491780.75 80 No MI 1.00E+17
17205555 2963.46 341527.52 90 No MI 1.00E+17
17218881 2297.28 314680.03 90 No MI 1.00E+17
17230726 1099.28 127759.65 90 No MI 1.00E+17
17247788 2170.54 269703.31 90 No MI 1.00E+17
17218568 910.9 96728.34 80 No MI 1.00E+17
17216822 866.68 97110.4 90 No MI 1.00E+17
17166712 1219.79 134832.33 90 No MI 1.00E+17
17214893 1998.41 301417.39 90 No MI 1.00E+17
17229540 837.56 91777.18 85 No MI 1.00E+17
17250183 891.05 100014.24 71.5 No MI 1.00E+17
17156225 540.59 82147.74 84.18000031 No MI 1.00E+17
17238555 989.85 119958.13 79.05000305 No MI 1.00E+17
17252836 1100.96 161901.06 83.08000183 No MI 1.00E+17
17231445 1607.81 199780.22 80 No MI 1.00E+17
17243794 1369.35 205866.78 77.73999786 No MI 1.00E+17
17075664 835.42 94317.39 78.66999817 No MI 1.00E+17
17218720 1390.66 147867 85 No MI 1.00E+17
17229304 704.83 85167.72 60.93000031 No MI 1.00E+17
17217633 1751.01 239672.9 54.54999924 No MI 1.00E+17
17217623 1972.39 276188.3 71.75 No MI 1.00E+17
17244634 1495.17 212685.37 89.5 No MI 1.00E+17
17217833 1357.41 164741.41 71.73999786 No MI 1.00E+17
17252715 2181.8 236193.77 75 No MI 1.00E+17
17242998 2205.74 259917.18 57.77999878 No MI 1.00E+17
17243978 2847.5 427296.29 57.45000076 No MI
17130845 1878.43 261452.58 95 GE Capital MI
17217002 766.06 82067.73 69.72000122 No MI 1.00E+17
17257081 1642.49 219959.87 80 No MI 1.00E+17
17243762 2925.1 231454.45 90 No MI 1.00E+17
17203802 1410.73 163271.7 75 No MI 1.00E+17
17155941 594.63 63577.91 84.93000031 No MI 1.00E+17
17231654 630.63 69223.97 80 No MI 1.00E+17
17181701 537.23 62371.47 80 No MI 1.00E+17
17214997 559.83 61150.96 85 No MI 1.00E+17
17172488 1955.4 249897.15 78.12999725 No MI 1.00E+17
17255332 3254.34 411835.49 80 No MI 1.00E+17
17217935 976.83 134122.08 79.05999756 No MI 1.00E+17
17255452 1094.49 127329.89 75 No MI 1.00E+17
17224298 1568.69 211451.68 58.88999939 No MI 1.00E+17
17242942 809.14 91046.41 75 No MI 1.00E+17
17231614 1105.97 121401.06 75 No MI 1.00E+17
17230775 1266.86 167786.75 25.85000038 No MI 1.00E+17
17229215 4578.46 500120.44 84.83000183 No MI 1.00E+17
17243820 1088.91 139834.09 80 No MI 1.00E+17
17256562 989.64 103925.32 80 No MI 1.00E+17
17244609 2367.51 319440.12 90 No MI 1.00E+17
17228790 1117.97 127386.47 80.69999695 No MI 1.00E+17
17246825 3688.15 611497.09 85 No MI 1.00E+17
17180331 459.66 55742.08 90 No MI 1.00E+17
17217007 955.38 108404.41 72.33000183 No MI 1.00E+17
17238516 5698.9 746669.02 90 No MI 1.00E+17
17248446 767.68 100407.74 63.13000107 No MI 1.00E+17
17216863 1153.81 140104 85 No MI 1.00E+17
17243870 1907.27 236989.28 65 No MI 1.00E+17
17248454 1511.74 173940.47 88.77999878 No MI 1.00E+17
17234002 921.24 100220.78 85 No MI 1.00E+17
17255294 2472.88 292467.13 90 No MI 1.00E+17
17248534 1313.36 144039.06 85 No MI 1.00E+17
17231662 1479.66 168599.74 75.33000183 No MI 1.00E+17
17248471 1541.69 212391.24 85 No MI 1.00E+17
17208034 1002.22 114198.24 90 No MI 1.00E+17
17215310 1138 143823.31 80 No MI 1.00E+17
17214241 2747.48 315712.6 80 No MI 1.00E+17
17218887 1470.6 174713.79 80 No MI 1.00E+17
17230805 832.33 103884.51 77.61000061 No MI 1.00E+17
17248460 1164.24 148626.01 80 No MI 1.00E+17
17244590 2702.2 346895.94 90 No MI 1.00E+17
17230173 1236.17 131901.02 80 No MI 1.00E+17
17224387 1326.47 208648.73 80 No MI 1.00E+17
17200856 1178.98 149826.41 65.05000305 No MI 1.00E+17
17201653 1818.12 220769.96 85 No MI 1.00E+17
17230678 2004.21 219822.47 79.13999939 No MI 1.00E+17
17200877 1136.7 170889.41 77.73000336 No MI 1.00E+17
17251588 1155.89 161168.96 85 No MI 1.00E+17
17251693 1412.59 172816.7 62.22999954 No MI 1.00E+17
17205975 2046.5 266075.42 83.25 No MI 1.00E+17
17244761 1380.43 183664.85 75 No MI 1.00E+17
17255404 1420.08 211444.4 90 No MI 1.00E+17
17215283 1884.12 279824.54 80 No MI 1.00E+17
17228772 4825 585889.53 85 No MI 1.00E+17
17230136 1498.11 209887.39 30 No MI 1.00E+17
17251747 4221.46 458964.26 90 No MI 1.00E+17
17244721 1441.85 179800.56 80 No MI 1.00E+17
17246034 3225.75 548783.61 90 No MI 1.00E+17
17226317 3336.72 564967.25 86.98999786 No MI 1.00E+17
17224393 1018.87 154896.86 50 No MI 1.00E+17
17230177 4344.61 557912.95 85.84999847 No MI 1.00E+17
17251515 2375.41 279910.8 70 No MI 1.01E+17
17244586 1151.32 136805.2 85 No MI 1.00E+17
17246077 1460.69 175820.59 54.15000153 No MI 1.00E+17
17247731 1309.46 146126.55 65 No MI 1.00E+17
17226288 4335.85 491563.31 80 No MI 1.00E+17
17229355 2850.79 343897.27 85 No MI 1.00E+17
17243749 1519.65 180740.63 80 No MI 1.00E+17
17256188 3141.39 360672.37 84.94000244 No MI 1.00E+17
17170896 5992.51 674815.43 88.23999786 No MI 1.00E+17
17244641 4238.25 539780.16 90 No MI 1.00E+17
17247754 842.14 100067.24 65.86000061 No MI 1.00E+17
17228737 1459.61 167950.57 75 No MI 1.00E+17
17231583 1319.83 191154.13 80 No MI 1.00E+17
17246079 2261.21 302009.05 80 No MI 1.00E+17
17218666 2038.06 242170.68 85 No MI 1.00E+17
17243742 849.7 122928.06 79.34999847 No MI 1.00E+17
17230124 2683.47 334672.18 90 No MI 1.00E+17
17181871 1593.74 187228.34 75 No MI 1.00E+17
17229270 790.41 87477.65 85 No MI 1.00E+17
17246081 1965.55 213831 79.26000214 No MI 1.00E+17
17226272 1626.23 202974.38 79.37999725 No MI 1.00E+17
17243068 2553.27 299712.31 71.43000031 No MI 1.00E+17
17113542 1074.13 134771.24 88.81999969 No MI 1.00E+17
17216812 717.16 80630.56 84.94999695 No MI 1.00E+17
17246052 2355.53 305950.15 90 No MI 1.00E+17
17252628 954.35 128182.01 85 No MI 1.00E+17
17245976 2854.28 370240.67 80 No MI 1.00E+17
17242875 2739.75 373880.99 80 No MI 1.00E+17
17256064 1533.03 195919.37 70 No MI 1.00E+17
17250171 1903.37 246893.75 84.87999725 No MI 1.00E+17
17203807 588.23 73377.13 75 No MI 1.00E+17
17252835 1513.3 162775.18 90 No MI 1.00E+17
17088238 765.52 97578.27 85 No MI 1.00E+17
17214254 1305.89 164313.91 70 No MI 1.00E+17
17230152 1490.32 258250 79.94999695 No MI 1.00E+17
17219338 1326.38 144884.24 79.23000336 No MI 1.00E+17
17167234 1100.8 140443.95 95 No MI 1.00E+17
17246893 3700.77 480043.43 85 No MI 1.00E+17
17247769 1086.39 124836.35 85 No MI 1.00E+17
17172429 7569.3 966290.82 80 No MI 1.00E+17
17180244 2013.78 244744.46 70 No MI 1.00E+17
17228768 457.27 50358.88 80 No MI 1.00E+17
17245923 1181.87 148691.66 85 No MI 1.00E+17
17035667 1439.87 183214.17 29.37000084 No MI 1.00E+17
17229137 2878.02 366854.42 75 No MI 1.00E+17
17243064 1273.3 143213.49 90 No MI 1.00E+17
17231541 809.53 100961.44 65.16000366 No MI 1.00E+17
17076724 1003.75 165000 61.11000061 No MI 1.00E+17
17203588 523.28125 63750 75 No MI 1.00E+17
17238549 2085.17 239929.36 80 No MI 1.00E+17
17218608 1998.09 237422.26 83.62999725 No MI 1.00E+17
17257057 908.07 103906.41 74.98000336 No MI 1.00E+17
17255318 1466.03 208752.7 90 No MI 1.00E+17
17155932 1511.89 203518.92 94.98000336 No MI 1.00E+17
17175259 2070.21 269661.39 90 No MI 1.00E+17
17217579 925.91 107898.27 80 No MI 1.00E+17
17248470 2756.79 359940.19 90 No MI 1.00E+17
17257166 1250.22 179896.22 75 No MI 1.00E+17
17156011 1188.47 155510.84 94.55000305 No MI 1.00E+17
17181741 1457.41 178136.13 90 No MI 1.00E+17
17166766 1909.52 207735.82 90 No MI 1.00E+17
17246905 2458.46 322598.3 85 No MI 1.00E+17
17230762 1683.1 200400.82 85 No MI 1.00E+17
17229340 810.33 100576.83 90 No MI 1.00E+17
17247870 1761.12 242875.28 90 No MI 1.00E+17
17216934 2013.48 216849.31 90 No MI 1.00E+17
17219393 1015.51 114650.18 85 No MI 1.00E+17
17242781 412.79 49943.95 80 No MI 1.00E+17
17230774 1932.27 248703.4 67.66000366 No MI 1.00E+17
17247610 1873.15 326950 80 No MI
17246875 1573.18 188686.3 77.04000092 No MI 1.00E+17
17229359 1418.72 166500 90 No MI 1.00E+17
17244591 1279.4 173468.01 90 No MI 1.00E+17
17133124 1033.42 134070.84 80 No MI
17224377 2857.62 322220.4 65.15000153 No MI 1.00E+17
17252768 650.61 99926.44 48.83000183 No MI 1.00E+17
17229150 547.28 65932.58 75.86000061 No MI 1.00E+17
17248562 910.47 109687.85 90 No MI 1.00E+17
17247839 1499.63 178322.95 53.93000031 No MI 1.00E+17
17218835 567.13 65389.97 85 No MI 1.00E+17
17259453 141.27 12952.25 90 No MI 1.00E+17
17243078 1417.13 156784.66 85 No MI 1.00E+17
17246807 2185.16 292946.35 86.94000244 No MI 1.00E+17
17251686 531.59 62400.1 90 No MI 1.00E+17
17203861 1704.24 259200 90 No MI 1.00E+17
17229139 1937.46 246214.73 85 No MI 1.00E+17
17230190 6724.8 864000 90 No MI 1.00E+17
17218611 3754.31 509749.49 85 No MI 1.00E+17
17088989 1786.2 226251.8 95 PMI
17246072 2015.53 239463.26 85 No MI 1.00E+17
17250188 815.45 99894.71 68.97000122 No MI 1.00E+17
17251529 1676.62 249934.04 89.29000092 No MI 1.00E+17
17250222 1442.07 180796.93 62.40999985 No MI 1.00E+17
17155484 2477.46 321291.77 74.76999664 No MI 1.00E+17
17226463 1694.3 266167.08 75 No MI 1.00E+17
17228657 1025.21 117965.27 78.66999817 No MI 1.00E+17
17231655 842.64 90929.66 70 No MI 1.00E+17
17244885 4059.39 609606.64 40.77999878 No MI 1.00E+17
17246903 1516.3 180340.75 80 No MI 1.00E+17
17208060 1125.73 122361.69 80 No MI 1.00E+17
17230741 2661.91 322287.87 80 No MI 1.00E+17
17217933 780.69 101746.98 81.59999847 No MI 1.00E+17
17175468 1815.19 226614.94 55.31999969 No MI 1.00E+17
17205758 720.94 83123.67 65 No MI 1.00E+17
17252809 2574.71 260830.53 90 No MI 1.00E+17
17246699 855.87 108783.66 80 No MI 1.00E+17
17229254 2546.07 362000 36.75 No MI 1.00E+17
17224271 858.37 103095.35 80 No MI 1.00E+17
17244450 1200.23 139270.07 85 No MI 1.00E+17
17231610 1155.29 126298.88 80 No MI 1.00E+17
17231537 3983.18 444125.59 70 No MI 1.00E+17
17256204 695.29 79825.73 85 No MI 1.00E+17
17132233 1308.1 187717.26 70.94000244 No MI 1.00E+17
17203745 2178.2325 323100 90 No MI 1.00E+17
17218677 1131.65 171711.01 80 No MI 1.00E+17
17216625 1185.31 134381.76 67.25 No MI 1.00E+17
17215000 1004.39 109667.93 90 No MI 1.00E+17
17243753 1252.41 160610.02 80 No MI 1.00E+17
17207352 1468.45 168596.85 75 No MI 1.00E+17
17256368 624.83 66350.86 80 No MI 1.00E+17
17250219 1369.72 214134.29 85 No MI 1.00E+17
17226387 1461.3 179806.67 51.43000031 No MI 1.00E+17
17214989 1614.44 219957.3 84.94000244 No MI 1.00E+17
17219496 636.09 84899.36 70.25 No MI 1.00E+17
17231612 1951.75 216693.57 85 No MI 1.00E+17
17226350 2691.33 367316.82 75 No MI 1.00E+17
17231515 2606.27 302907.77 84.16999817 No MI 1.00E+17
17255337 1493.61 205416.81 85 No MI 1.00E+17
17229265 521.41 72398.15 78.80000305 No MI 1.00E+17
17055738 511.74 79856.24 17.78000069 No MI
17088561 766.96 100114.14 85 No MI 1.00E+17
17256979 1916.2 194871.99 75 No MI 1.00E+17
17216983 1403 143903.15 90 No MI 1.00E+17
17171451 3085.1 404636.85 90 No MI 1.00E+17
17256150 1195.7 133985.58 90 No MI 1.00E+17
17255408 897.47 125819.38 70 No MI 1.00E+17
17219387 1857.19 256642.59 48.95000076 No MI 1.00E+17
17244732 1739.06 206795.12 90 No MI 1.00E+17
17231560 1112.55 111928.7 70 No MI 1.00E+17
17217609 1465.76 194215.91 79.94000244 No MI 1.00E+17
17208138 3348.66 517500 90 No MI 1.00E+17
17244598 2209.62 251775.63 80 No MI 1.00E+17
17219291 1391.07 174332.42 80 No MI 1.00E+17
17255484 2393.54 301456.35 90 No MI 1.00E+17
17214206 515.83 69965.72 47.95000076 No MI 1.00E+17
17218613 1027.9 119884.54 63.15999985 No MI 1.01E+17
17219174 866.65 89089.5 80 No MI 1.00E+17
17256491 2137.51 305543.46 85 No MI 1.00E+17
17244688 1476.11 154888.88 72.43000031 No MI 1.00E+17
17217489 2145.9 241434.17 75 No MI 1.00E+17
17231517 1173.64 174953.82 84.94999695 No MI 1.00E+17
17231532 1683.52 191829.05 80 No MI 1.00E+17
17231633 2773.72 378561.21 75 No MI 1.00E+17
17242807 443.75 71000 78.88999939 No MI
17224326 750.66 88115.42 90 No MI 1.00E+17
17229126 1780.68 216823.17 90 No MI 1.00E+17
17155407 3448.88 524115.34 35 No MI
17224302 1662.03 203782.72 85 No MI 1.00E+17
17244601 1631.93 202776.93 70 No MI 1.00E+17
17207789 968.51 121861.97 77.70999908 No MI 1.00E+17
17248407 2715.6 314707.36 75 No MI 1.00E+17
17238633 1041.06 129357.69 68.16000366 No MI 1.00E+17
17244567 1338.61 138741.36 75 No MI 1.00E+17
17230149 1443.57 184284.26 90 No MI 1.00E+17
17219407 2236.21 290452.68 70 No MI 1.00E+17
17204166 1828.55 247379.45 90 No MI 1.00E+17
17221726 2244.18 266912.34 59.33000183 No MI 1.00E+17
17215409 794.91 79126.2 80 No MI 1.00E+17
17256542 763.71 94895.61 57.06000137 No MI 1.00E+17
17246891 996.04 137508.87 85 No MI 1.00E+17
17214256 705.91 109772.62 65 No MI 1.00E+17
17246865 2953.16 356932.2 90 No MI 1.00E+17
17219412 3215.49 467722.31 90 No MI 1.00E+17
17035716 2527.22 298805.55 67.94999695 No MI
17172614 2041.87 274088.28 90.16000366 PMI
17230180 1501 180778.09 80 No MI 1.00E+17
17243413 599.29 66516.36 88.80000305 No MI 1.00E+17
17255394 952.37 118867.87 66.11000061 No MI 1.00E+17
17216817 1228.48 140209.85 85 No MI 1.00E+17
17180283 2451.75 314129.21 85 No MI 1.00E+17
17166750 621.13 63934.4 57.13999939 No MI 1.00E+17
17250196 5867.45 808879.19 90 No MI 1.00E+17
17181933 2360.61 257794.18 79.87999725 No MI 1.00E+17
17180290 1110.41 125433.83 80 No MI 1.00E+17
17170824 770.27 97886.59 43.56000137 No MI 1.00E+17
17182541 1512.01 199909.99 79.37000275 No MI 1.00E+17
17228867 1838.97 258943.54 81.44999695 No MI 1.00E+17
17215366 906.53 99918.25 80 No MI 1.00E+17
17205915 1936.86 255555.86 90 No MI 1.00E+17
17221759 4788.5 679123.29 90 No MI 1.00E+17
17246901 2007.49 247233.64 90 No MI 1.00E+17
17238732 1244.51 161430.52 85 No MI 1.00E+17
17243832 1165.66 144840.67 76.31999969 No MI 1.00E+17
17078643 2973.73 376659.92 90 No MI 1.00E+17
17243883 848.87 107875.01 80 No MI 1.00E+17
17238497 774.88 95165.37 85 No MI 1.01E+17
17230764 677.79 74321.84 80 No MI 1.00E+17
17217524 1191.78 139984.71 62.22000122 No MI 1.00E+17
17228734 1402.1 158760.76 70 No MI 1.00E+17
17256403 1939.02 250947.01 75 No MI 1.00E+17
17156246 443.96 42937.8 100 No MI 1.00E+17
17244554 3375.33 479981.82 85 No MI 1.00E+17
17252883 2154.67 247927.01 80 No MI 1.00E+17
17248536 992.28 117484.82 80 No MI 1.00E+17
17218885 952.49 139871.7 64.22000122 No MI 1.00E+17
17171391 1089.76 129342.94 90 PMI
17228766 905.98 104902.64 75 No MI 1.00E+17
17229177 1481.99 175443.23 90 No MI 1.00E+17
17231561 1708.95 206786.33 90 No MI 1.00E+17
17229131 1570.39 211293.58 80 No MI 1.00E+17
17221610 1311.22 152952.86 85 No MI 1.01E+17
17255403 1178.33 164911.79 62.25999832 No MI 1.00E+17
17216946 1914.65 223787.45 77.23999786 No MI 1.00E+17
17055604 1586.12 191034.23 80 No MI 1.00E+17
17208002 3173.84 339612.53 80 No MI 1.00E+17
17226345 1392.26 196093.25 90 No MI 1.00E+17
17259454 607.21 81563.85 80 No MI 1.00E+17
17248615 2375.14 323562.87 90 No MI 1.00E+17
17248535 2708.99 346446.79 90 No MI 1.00E+17
17219461 1174.55 132883.71 70 No MI 1.00E+17
17181797 1202.19 166765.86 56.61000061 No MI 1.00E+17
17245919 2104.71 242178.71 87.44999695 No MI 1.01E+17
17247749 1369.78 149381.16 79.94999695 No MI 1.00E+17
17216996 2169.58 227836.29 80 No MI 1.00E+17
17218662 1493.34 211453.01 90 No MI 1.00E+17
17228576 979 107026.3 90 No MI 1.00E+17
17255434 3362.27 442301.21 75 No MI 1.00E+17
17228835 4870.14 631728.17 80 No MI 1.00E+17
17246532 1486.71 190400 88.55999756 No MI 1.01E+17
17256593 1603.18 239507.86 80 No MI 1.00E+17
17224260 1806.73 191857.9 80 No MI 1.01E+17
17246843 1635.98 217399.55 79.95999908 No MI 1.00E+17
17203790 1084.26 119901.06 82.76000214 No MI 1.00E+17
17218607 1227.4 129358.34 70 No MI 1.00E+17
17246646 483.66 69300 90 Republic MIC
17243839 1612.54 169876.86 85 No MI 1.00E+17
17214710 1422.73 169032.88 90 PMI
17256107 2440.78 256315.82 90 No MI 1.00E+17
17259682 941.69 119561.74 90 No MI 1.00E+17
17224350 2744.75 383918.21 80 No MI 1.00E+17
17255306 1356.84 178669.61 76.72000122 No MI 1.00E+17
17257054 2835.72 394691.96 85 No MI 1.00E+17
17247849 680.3333333 104000 68.65000153 No MI 1.00E+17
17226261 1656.67 181852.82 67.41000366 No MI 1.01E+17
17246870 744.54 99953.2 63.68999863 No MI 1.00E+17
17175077 6145.94 715170.51 90 No MI 1.00E+17
17230241 847.19 94462.35 90 No MI 1.00E+17
17257145 3060.13 297328.89 70 No MI 1.00E+17
17203514 515.19 58483.55 90 No MI 1.00E+17
17221462 2045.21 292064.48 90 No MI 1.00E+17
17168639 3290.625 486000 90 PMI
17231617 2006.41 224939.42 90 No MI 1.00E+17
17230102 1771.78 210531.06 90 No MI 1.00E+17
17203659 479.38 59000 89.38999939 PMI
17217495 1486.37 161373.14 85 No MI 1.00E+17
17246998 1818.11 220769.98 69.61000061 No MI 1.00E+17
17229132 985.7 103910.09 65 No MI 1.00E+17
17251657 1331.03 190292.12 78.02999878 No MI 1.00E+17
17230734 831.78 104282.87 90 No MI 1.00E+17
17246101 808.68 110943.84 62.00999832 No MI 1.00E+17
17243823 1794.72 237627.79 85 No MI 1.00E+17
17229180 1258.07 153438.44 80 No MI 1.00E+17
17244639 5161.41 526399.57 90 No MI 1.00E+17
17244625 2164.29 256248.78 90 No MI 1.00E+17
17252953 3346.77 514659.68 80 No MI
17229128 1416.5 212363.55 85 No MI 1.00E+17
17219321 3293.1 405563.05 70 No MI 1.00E+17
17221675 773.37 79945 79.20999908 No MI 1.00E+17
17156034 488.8 45740.18 100 No MI 1.00E+17
17255443 1363.9 169935.28 85 No MI 1.00E+17
17252799 1528 174842.51 66.04000092 No MI 1.00E+17
17204227 1599.21 188367.65 90 No MI 1.00E+17
17207239 1345.75 210000 71.66999817 No MI 1.00E+17
17214907 2587.94 372385.19 90 No MI 1.00E+17
17245971 728.47 84421.5 74.83999634 No MI 1.00E+17
17250043 1665.91 229419.36 84.37999725 No MI 1.00E+17
17244640 1660.67 208016.84 85 No MI 1.00E+17
17156023 715.14 96739.67 82.19999695 No MI 1.00E+17
17247760 3354.12 485234.04 83.68000031 No MI 1.00E+17
17246133 847.73 139949.39 62.5 No MI 1.00E+17
17154366 1071.52 153415.58 64.98000336 No MI 1.00E+17
17146115 597.43 63877.34 80 No MI 1.00E+17
17221678 1858.86 222632.82 60.27000046 No MI 1.00E+17
17207047 1357.74 131674.63 85 No MI 1.00E+17
17238598 2463.67 389875.78 69.15000153 No MI 1.00E+17
17217724 1872.41 233490.99 85 No MI 1.00E+17
17217484 1248.67 175405.22 90 No MI 1.00E+17
17251596 620.33 81398.63 74.76999664 No MI 1.00E+17
17202193 519.02 60598.02 80 No MI 1.00E+17
17230113 1726.48 187953.69 80 No MI 1.00E+17
17244637 1044.95 174400 80 No MI 1.00E+17
17256576 907.25 134480.58 75 No MI 1.00E+17
17228872 2888.93 367194.91 65 No MI 1.00E+17
17167186 582.47 64832.89 100 No MI 1.00E+17
17215338 1971.81 242161.85 85 No MI 1.00E+17
17215331 779.76 87923.7 54.65999985 No MI 1.00E+17
17259608 1423.67 164847.04 66.26999664 No MI 1.00E+17
17246889 3587.86 476779.73 90 No MI 1.00E+17
17243070 3056.08 439746.33 58.66999817 No MI 1.00E+17
17224504 3791.55 499373.06 63.29000092 No MI 1.00E+17
17244620 2349.92 267761.37 80 No MI 1.00E+17
17181794 1387.98 160850.41 70 No MI 1.00E+17
17251746 1691.39 230252 88.27999878 No MI 1.00E+17
17244669 2209.62 251775.63 75.44999695 No MI 1.00E+17
17230552 672.8 68953.68 75 No MI 1.00E+17
17244085 1338.9 175421.13 90 No MI 1.00E+17
17231494 1494.16 181935.56 70 No MI 1.00E+17
17217499 1123.57 153684.11 83.69999695 No MI 1.00E+17
17217486 2262.23 339208.76 90 No MI 1.00E+17
17231502 1616.89 201178 74.58999634 No MI 1.00E+17
17214371 2924.02 347978.95 85 No MI 1.00E+17
17247725 2757.63 382300.81 90 No MI 1.00E+17
17259659 1080.42 134850.1 79.41000366 No MI 1.00E+17
17242953 881.83 124531.71 70 No MI 1.00E+17
17243107 3761.62 428618.03 75 No MI 1.00E+17
17166808 1746.82 218915.13 60 No MI 1.00E+17
17217582 1651.17 174779.66 80 No MI 1.00E+17
17182022 1292.83 151879.66 90 PMI
17248596 3648.95 467946.51 74.95999908 No MI 1.00E+17
17245937 1141.08 111285.24 85 No MI 1.00E+17
17207249 2685.36 331377.55 85 No MI 1.00E+17
17248530 940.24 115795.23 80 No MI 1.00E+17
17221738 1300.41 164507.77 90 No MI 1.00E+17
17255346 2641.72 459698.34 70.76999664 No MI 1.00E+17
17243040 1856.17 207822.91 80 No MI 1.00E+17
17218569 2207.53 274961.87 78.56999969 No MI 1.00E+17
17226313 3348.04 424510.68 85 No MI 1.00E+17
17148048 837.38 87936.82 80 No MI 1.00E+17
17207865 698.14 73546.68 80 No MI 1.00E+17
17038534 2680.3 359828.79 90 No MI 1.00E+17
17217932 371.24 51057.65 80 No MI 1.00E+17
17226285 2714.4 432000 90 No MI 1.00E+17
17245928 1298.33 189885.62 64.19000244 No MI
17243062 2046 316800 90 No MI 1.00E+17
17248622 1347.97 151868.51 80 No MI 1.00E+17
17200828 865.5 118739.91 90 No MI 1.00E+17
17214686 828.96 115000 70.12000275 No MI 1.00E+17
17201585 2346.89 261341.4 90 No MI 1.00E+17
17256898 3993.5 494932.73 90 No MI 1.00E+17
17256508 1594.54 247564.58 63.59000015 No MI 1.00E+17
17221760 1097.48 147406.83 89.44999695 No MI 1.00E+17
17205916 3799.97 449854.46 74.5 No MI 1.00E+17
17166698 5386.75 629705.41 90 No MI 1.00E+17
17160341 6300 960000 80 No MI
17213965 843.89 103863.48 90 PMI
17172452 1187.48 135877.6 85 No MI 1.00E+17
17156056 925.75 89868.64 100 No MI 1.00E+17
17238609 3636.09 429581.08 89.95999908 No MI 1.00E+17
17257157 1950.32 233921.04 90 No MI 1.00E+17
17257123 1895.88 241102.25 90 No MI 1.00E+17
17217938 683.93 84812.18 66.41000366 No MI 1.00E+17
17224297 2016.78 251720.2 70 No MI 1.00E+17
17243840 709.41 91390.77 51.40000153 No MI 1.00E+17
17252819 3231.83 408587.28 75 No MI 1.00E+17
17238493 1536.73 175841.62 70.40000153 No MI 1.00E+17
17214951 3785.97 557858.29 87.19000244 No MI 1.00E+17
17244446 7071.09375 787500 90 No MI 1.00E+17
17250068 3897.67 455567.32 80 No MI 1.00E+17
17230708 2384.72 329541.07 82.5 No MI 1.00E+17
17218674 1744.21 215765.1 80 No MI 1.00E+17
17242952 853 130411.92 38.38000107 No MI
17264007 1746.42 218949.23 80 No MI 1.00E+17
17160018 1705.37 185232.71 85 No MI 1.00E+17
17214126 4923.58 578908.3 75 No MI 1.00E+17
17229252 995.92 119877.69 80 No MI 1.00E+17
17243754 1712.98 204322.43 80 No MI 1.00E+17
17243125 888.49 107830.73 80 No MI 1.00E+17
17218788 1911.94 198262.42 80 No MI 1.00E+17
17250117 1298.83 164311.57 70 No MI 1.00E+17
17252873 5289.24 624890.62 90 No MI 1.00E+17
17251706 1001.94 127480.79 85 No MI 1.00E+17
17205934 1696.9 183783.39 80 No MI 1.00E+17
17255458 2220.23 234827.93 64.55999756 No MI 1.00E+17
17264182 384.19 59732.36 50 No MI
17229268 1104.09 147807.67 80 No MI 1.00E+17
17250151 2950.53 362052.68 85 No MI 1.00E+17
17203719 693.65 82423 85 No MI 1.01E+17
17255257 2537.34 352000 80 No MI 1.00E+17
17181857 917.55 131801.09 75 No MI 1.00E+17
17255377 3750.36 458834.98 85 No MI 1.00E+17
17217565 1166.2 156800 80 No MI 1.00E+17
17228865 1089.8 129692.18 13 No MI 1.00E+17
17242964 1049.6 119094.98 80 No MI 1.00E+17
17218642 561.18 63914.15 80 No MI 1.00E+17
17231552 2041.59 265884.23 74.93000031 No MI 1.00E+17
17088978 2114.7 274180.07 95 PMI
17251513 2309.02 275907.98 75 No MI 1.00E+17
17172311 1642.49 166337.05 90 No MI 1.00E+17
17250080 3028.08 395512.53 90 No MI 1.00E+17
17256435 2097 332889.49 60.09000015 No MI 1.00E+17
17219409 2481.86 357415.87 74.48000336 No MI 1.00E+17
17171556 1457.64 211916.86 85 No MI 1.00E+17
17156030 766.76 109781.84 61.22000122 No MI 1.00E+17
17221666 4459.64 623111.51 75 No MI 1.00E+17
17246019 1296.55 154844.96 28.18000031 No MI 1.00E+17
17207355 981.32 108161.5 59.15000153 No MI 1.00E+17
17238627 849.11 135897.22 64.76000214 No MI 1.00E+17
17243764 2148.94 216860.62 70 No MI 1.00E+17
17228830 2141.86 329516.44 81.98000336 No MI 1.00E+17
17128592 1901.5 304240 83.34999847 PMI
17171540 810.76 131920 80 No MI
17226340 868.66 106885.08 28.92000008 No MI 1.00E+17
17238547 1282.54 151851.13 80 No MI 1.00E+17
17201917 3876.47 521368 69.13999939 No MI 1.00E+17
17246725 2116.29 222240.32 80 No MI 1.00E+17
17224068 625.78 89837.72 81.79000092 No MI 1.00E+17
17245729 3430 588000 80 No MI
17226540 2728.71 399364.86 59.70000076 No MI
17238574 3737.25 484292.22 85 No MI 1.00E+17
17219288 1859.42 267096.91 66.87999725 No MI 1.00E+17
17251709 1573.85 216451.58 85 No MI 1.00E+17
17202036 2782.29 382305.68 78.87000275 No MI 1.00E+17
17231668 1672.44 230353.51 90 No MI 1.00E+17
17231557 2095.98 237933.09 85 No MI 1.00E+17
17200781 1113.58 126886.08 55.84999847 No MI 1.00E+17
17228919 2171.29 286638.29 77.56999969 No MI 1.00E+17
17250215 2252.92 259761.52 80 No MI 1.00E+17
17243154 1928.45 201861.28 75 No MI 1.00E+17
17221780 2816.16 380178.58 90 No MI 1.00E+17
17207980 1163.65 146512.73 82.81999969 No MI 1.00E+17
17216887 580.03 72817.95 90 No MI 1.00E+17
17250112 3019.14 350893.17 75 No MI 1.00E+17
17256051 1468.16 160371.88 75 No MI 1.00E+17
17155655 771.62 87881.97 80 No MI 1.00E+17
17244720 795.67 80018.72 90 No MI 1.00E+17
17238544 818.3 90364.24 80 No MI 1.00E+17
17228782 1466.09 166353.31 90 No MI 1.00E+17
17256555 1509.56 188873.27 90 No MI 1.00E+17
17231520 724.56 89071.91 85 No MI 1.00E+17
17256208 750.47 85872.64 90 No MI 1.00E+17
17247896 1627.95 209775.64 76.08999634 No MI 1.00E+17
17255366 2837.07 463088.06 84.23000336 No MI 1.00E+17
17132578 1096.45 125885.63 90 No MI 1.00E+17
17217807 876.83 99842.54 54.04999924 No MI 1.00E+17
17242995 1765.6 202241.37 85 No MI 1.00E+17
17238682 1002.56 111416.88 90 No MI 1.00E+17
17257016 1303.56 165508.64 84.97000122 No MI 1.00E+17
17228764 4028.04 497066.32 85 No MI 1.00E+17
17251510 2892.26 439707.23 55 No MI 1.01E+17
17216941 1037.91 167869.8 67.19999695 No MI 1.00E+17
17154436 1105.29 124819.96 56.81999969 No MI 1.00E+17
17251677 3568.98 431946.62 84.20999908 No MI 1.00E+17
17201955 2349.375 315000 84 No MI 1.00E+17
17244862 951.95 116875 65 No MI 1.00E+17
17230812 3334.06 389215.31 78.59999847 No MI 1.00E+17
17248433 2575.77 294734.53 79.73000336 No MI 1.00E+17
17208130 4073.48 398765.38 70 No MI 1.00E+17
17248498 4736.19 629887.96 90 No MI 1.00E+17
17229174 3647.0625 477000 90 No MI 1.00E+17
17252711 3278.29 424817.74 85 No MI 1.00E+17
17238668 896 106964.44 84.91999817 No MI 1.00E+17
17259780 2545.31 292234.54 75 No MI 1.00E+17
17217928 1197.68 139720.16 80 No MI 1.00E+17
17221716 1470.38 202221.2 90 No MI 1.00E+17
17059273 1604.35 190516.22 90 No MI 1.00E+17
17255410 2305.66 351899.82 80 No MI 1.00E+17
17230776 1492.59 170646.62 70 No MI 1.00E+17
17219410 2658.28 364316.17 90 No MI 1.00E+17
17231619 983.86 115489.14 85 No MI 1.00E+17
17217634 2851.19 369840.86 64.34999847 No MI 1.00E+17
17247809 2055.52 224944.33 90 No MI 1.00E+17
17229121 2008.44 278517.12 74.40000153 No MI 1.00E+17
17217677 1618.6 220623.63 85 No MI 1.00E+17
17231630 895.86 87485.91 70 No MI 1.00E+17
17218804 1927.92 341772.51 90 No MI 1.00E+17
17238605 1755.31 211284.42 90 No MI 1.00E+17
17224300 1194.71 137574.08 90 No MI 1.00E+17
17219388 1530.95 174444.55 90 No MI 1.00E+17
17231606 1089.61 118057.69 85 No MI 1.00E+17
17224123 2750.9625 376200 90 No MI 1.00E+17
17203615 1196.77 132824.43 79.63999939 No MI 1.00E+17
17219333 2550.38 341950.75 90 No MI 1.00E+17
17248604 1503.24 163869.79 80 No MI 1.00E+17
17247782 862.93 94723.33 63.20000076 No MI 1.00E+17
17250220 1736.01 239666.89 69.56999969 No MI 1.00E+17
17215523 681.49 91845.37 80 No MI 1.00E+17
17247813 1269.37 161313.1 73.41000366 No MI 1.00E+17
17248491 2565.17 391736.18 70 No MI 1.00E+17
17175315 2275.59 254782.9 85 No MI 1.00E+17
17205558 623.26 79966.69 80 No MI 1.00E+17
17252650 1828.14 193358.32 90 No MI 1.00E+17
17207360 891.87 97381.64 75 No MI 1.00E+17
17252714 2781.91 338098.99 84.61000061 No MI 1.00E+17
17224259 817.04 100890.61 77.69000244 No MI 1.01E+17
17238568 1770.86 260933.71 90 No MI 1.00E+17
17229169 2128.6 348000 80 No MI 1.00E+17
17250060 598.64 74716.93 85 No MI 1.00E+17
17263447 2904.64 348006.17 85 No MI 1.00E+17
17246049 3749.25 433370.45 85 No MI 1.00E+17
17168774 1778.22 204240.24 90 No MI 1.00E+17
17221584 1623.84 224883.16 90 No MI 1.00E+17
17202660 822.68 99895.9 80 No MI 1.00E+17
17231539 1860.97 279538.72 80 No MI 1.00E+17
17218684 4226.57 475420.54 80 No MI 1.00E+17
17156291 689.24 90956.94 74.98000336 No MI 1.00E+17
17252752 865.04 91931.75 80 No MI 1.00E+17
17205989 961.22 94344.04 80 No MI 1.00E+17
17250134 1672.96 249841.08 36.22999954 No MI 1.00E+17
17238596 752.37 88315.22 85 No MI 1.00E+17
17182387 4790.5 647730 72.01000214 No MI
17246949 4658.93 649862.91 89.77999878 No MI 1.00E+17
17205946 3596.82 462668.86 90 No MI 1.00E+17
17238631 1167.97 146942.34 75 No MI 1.00E+17
17175362 905.84 89346.26 45.15000153 No MI 1.00E+17
17218807 1470.91 174942.53 48.61000061 No MI 1.00E+17
17233992 1882.31 220290.1 90 No MI 1.00E+17
17207204 2015.2 254561.2 85 No MI 1.00E+17
17259456 1432.82 199429.9 57.97000122 No MI 1.00E+17
17242950 1970.58 258185.56 90 No MI 1.00E+17
17204231 626.37 83640.94 90 No MI 1.00E+17
17243871 1382.77 179780.69 46.63000107 No MI 1.00E+17
17228904 1482.8 184929.38 41.11000061 No MI 1.00E+17
17214169 4545.21 584215.43 90 No MI 1.00E+17
17229356 4012.67 485830.98 90 No MI 1.00E+17
17231548 1210.02 172503.25 90 No MI 1.00E+17
17257042 1397.36 172436.28 72.77999878 No MI 1.00E+17
17247780 1334.52 166386.43 90 No MI 1.00E+17
17255435 1225.69 180463.75 75 No MI 1.00E+17
17244650 1277.93 174413.01 69.80000305 No MI 1.00E+17
17252828 2964.4 391132.43 87.91000366 No MI 1.00E+17
17182602 1312.14 139895.25 80 No MI 1.00E+17
17148027 1059.15 131605.22 85 No MI 1.00E+17
17247811 1990.11 363628.52 65 No MI 1.00E+17
17256485 2431.02 314620.11 78.75 No MI 1.00E+17
17246107 2788.76 403903.09 80 No MI 1.00E+17
17221689 1262.55 147953.71 89.69999695 No MI 1.00E+17
17224385 5999.24 710303.66 90 No MI 1.00E+17
17252644 1916.73 342145.85 70 No MI 1.00E+17
17228853 1971.67 202862.27 70 No MI 1.00E+17
17243810 2580.83 339847.12 77.44999695 No MI 1.00E+17
17221719 1047.77 119892.01 72.73000336 No MI 1.00E+17
17230777 3305.38 489873.16 74.91999817 No MI 1.00E+17
17244559 3428.23 464380.21 84.55000305 No MI 1.00E+17
17250210 652.92 69946.92 53.84999847 No MI 1.00E+17
17147941 1156.05 134338.37 80 No MI 1.00E+17
17246091 913.07 110386.18 85 No MI 1.00E+17
17207128 623.13 68344.8 90 No MI 1.00E+17
17228743 1398.56 165587.66 65 No MI 1.00E+17
17230161 4223.21 612638.89 84.55000305 No MI 1.00E+17
17171486 432.12 51287.67 90 PMI
17248606 1379.47 215745.79 85 No MI 1.00E+17
17201760 2258.86 249793.89 50 No MI 1.00E+17
17156254 1857.94 366999.94 89.40000153 No MI 1.00E+17
17231496 1822 194254.55 80 No MI 1.00E+17
17224372 3573.73 479771.72 80 No MI 1.00E+17
17252775 1426.42 215419.11 74.31999969 No MI 1.00E+17
17218736 3348.8 412056.97 75 No MI 1.00E+17
17216818 1470.08 193936.33 84.90000153 No MI 1.00E+17
17217506 1326.24 207304.24 85 No MI 1.00E+17
17182553 2197.73 290867.21 88.18000031 No MI 1.00E+17
17230172 1874.88 220929.6 74.91999817 No MI 1.00E+17
17217645 822.6 89927.99 88.23999786 No MI 1.00E+17
17229153 1191.7 131890.93 79.51999664 No MI 1.00E+17
17215378 1583.42 170867.83 89.30000305 No MI 1.00E+17
17257072 1861.38 221177.56 75 No MI 1.00E+17
17042072 672.47 83558.07 89.94999695 No MI 1.00E+17
17218425 723.96 87908.39 80 No MI 1.00E+17
17129784 1058.4 139936.3 49.11999893 No MI 1.00E+17
17229474 2648.7 314688.87 90 PMI
17224311 1189.87 178884.25 45.43000031 No MI 1.00E+17
17224289 1620.47 212464.13 85 No MI 1.00E+17
17180312 650.15 77928.34 70 No MI 1.00E+17
17252849 2241.54 269967.29 90 No MI 1.00E+17
17228600 855.9 107158.58 80 No MI 1.00E+17
17252791 655.2 68749.9 80 No MI 1.00E+17
17247877 2520.07 335689.93 85 No MI 1.00E+17
17156005 1357.82 156336.22 94.97000122 No MI 1.00E+16
17200652 616.77 77779.44 80 No MI 1.00E+17
17160068 5188 691013.82 90 No MI 1.00E+17
17224275 1045.55 117648.45 75 No MI 1.00E+17
17205597 1643.64 242157.41 85 No MI 1.00E+17
17243407 449.86 61473.83 80 No MI 1.00E+17
17242845 2653 332952.44 83.25 No MI 1.00E+17
17219124 2318.37 270743.39 73.23999786 No MI 1.00E+17
17160240 485.52 58379.78 90 No MI 1.00E+17
17226310 1901.63 224182.53 85 No MI 1.00E+17
17207327 3228.7 407535.1 85 No MI 1.00E+17
17256488 948.24 132608.46 70 No MI 1.00E+17
17250108 907.74 140208.55 85 No MI 1.00E+17
17248567 2619.54 346342.34 90 No MI 1.00E+17
17217918 964.67 100194.61 85 No MI 1.00E+17
17215356 1715.78 243950 85 No MI 1.00E+17
17248527 1215.3 150336.32 76.79000092 No MI 1.00E+17
17243803 3296.37 389874.24 75 No MI 1.00E+17
17256467 4428.24 515841.76 80 No MI 1.00E+17
17170739 1519.05 220719.33 70 No MI 1.00E+17
17246123 1497.92 175831.22 80 No MI 1.00E+17
17217926 1029.09 112266.44 84.58999634 No MI 1.00E+17
17256981 2734.1 327669.17 80 No MI 1.00E+17
17201923 716.88 79329.83 50 No MI 1.00E+17
17248616 1029.87 145786.49 70.19000244 No MI 1.00E+17
17224425 1343.25 163827.5 85.41999817 No MI 1.00E+17
17251694 1078.83 139939.78 48.61000061 No MI 1.00E+17
17230773 915 114870.56 71.87999725 No MI 1.00E+17
17167237 1854.12 241498.1 95 No MI 1.00E+17
17243404 560.53 71126.1 71.25 No MI 1.00E+17
17243077 611.74 79901.51 61.54000092 No MI 1.00E+17
17218890 2329.76 274822.52 68.75 No MI 1.00E+17
17202085 1618.25 209909.66 75 No MI 1.00E+17
17226396 1209.78 143857.48 90 No MI 1.00E+17
17214959 990.84 109621.79 85 No MI 1.00E+17
17248620 1428.99 172778.73 80 No MI 1.00E+17
17246247 5130.49 673732.54 64.29000092 No MI
17208037 1768.76 214776.2 55.84000015 No MI 1.00E+17
17238538 1144.27 127692.12 60 No MI 1.00E+17
17247763 1193.8 148286.44 90 No MI 1.00E+17
17208119 3585.25 449495.14 90 No MI 1.00E+17
17215007 5073.32 664705.35 74.30000305 No MI 1.00E+17
17247774 1492.88 198644.93 90 No MI 1.00E+17
17264246 1535.22 263393.64 85 No MI 1.00E+17
17203541 710.86 78934.16 84.04000092 No MI 1.00E+17
17230828 1563.31 208137.9 84.09999847 No MI 1.00E+17
17247732 1455.91 167297.69 85 No MI 1.00E+17
17229205 2239.45 308841.4 49.43999863 No MI 1.00E+17
17230782 1019.65 131841.14 80 No MI 1.00E+17
17155986 1631.39 193614.52 89.98999786 No MI 1.00E+17
17231538 2893.9 280340.1 75 No MI 1.00E+17
17230635 1991.23 264877.26 73.61000061 No MI 1.00E+17
17230796 1731.73 280903.57 83.87999725 No MI 1.00E+17
17250144 6243.94 735765.55 80 No MI 1.00E+17
17251650 3174.89 434913.91 58 No MI 1.00E+17
17218700 1928.14 233604.97 85 No MI 1.00E+17
17226472 1084.25 121396.56 90 No MI 1.00E+17
17160038 968.77 110452.47 80.06999969 No MI 1.00E+17
17218694 531.02 56208.71 75 No MI 1.00E+17
17230768 1509.88 162275.83 80 No MI 1.00E+17
17245992 1824.11 208190.37 85 No MI 1.00E+17
17229881 1467.8 179808.67 90 No MI 1.00E+17
17246896 1056.39 121389.49 75 No MI 1.00E+17
17214270 1714.66 203933.01 80 No MI 1.00E+17
17230185 892.77 130787.31 71.98000336 No MI 1.00E+17
17205755 919.1 100263.01 85 No MI 1.00E+17
17231486 3400.49 456981.92 90 No MI 1.00E+17
17156241 1233.31 158337.5 80 No MI 1.00E+17
17245929 1368.76 178779.64 89.94999695 No MI 1.00E+17
17230771 1435.66 176808.99 68.08000183 No MI 1.00E+17
17214978 441.53 53145.77 70 No MI 1.00E+17
17214996 922.4 129314.37 70 No MI 1.00E+17
17130423 852.32 86343.89 80 No MI 1.00E+17
17252732 2789.86 307249.2 75 No MI 1.00E+17
17246956 1287.16 171919.39 80 No MI 1.00E+17
17243135 1074.22 187500 75 No MI
17244717 903.75 89545.41 80 No MI 1.00E+17
17155947 843.08 83868.31 70 No MI 1.00E+17
17255331 1868.8 276328.7 70 No MI 1.00E+17
17218842 407.36 49946.74 30.29999924 No MI 1.00E+17
17243751 1808.38 248665.23 85 No MI 1.00E+17
17243776 733.42 116061 90 No MI 1.00E+17
17218650 900.26 101511.17 80 No MI 1.00E+17
17076870 1594.69 243000 90 PMI
17238581 1746.68 221910.3 83.76999664 No MI 1.00E+17
17251680 6567.4 749927.39 87.72000122 No MI 1.00E+17
17238613 905.46 102310.73 80 No MI 1.00E+17
17234004 3894.58 517408.32 90 No MI 1.00E+17
17246887 2306.2 295750.19 70 No MI 1.00E+17
17202181 732.57 103074.42 90 PMI
17255355 1451.12 179932.5 75 No MI 1.00E+17
17168748 1887.68 267577.77 48.99000168 No MI 1.00E+17
17159990 2028.05 256188.88 90 No MI 1.00E+17
17245925 1126.3 143940.77 90 No MI 1.00E+17
17246795 1283.33 179740.84 78.26000214 No MI 1.00E+17
17170905 1052.2 119893.16 75 No MI 1.00E+17
17154430 1065.81 122830.05 84.83000183 No MI 1.00E+17
17228831 2654.79 308710.5 76.30000305 No MI 1.00E+17
17245975 2845.42 349154.38 90 No MI 1.00E+17
17259509 2109.79 222438.21 80 No MI 1.00E+17
17246874 2767.69 385419.16 84.73000336 No MI 1.00E+17
17250127 648.19 69945.88 50 No MI 1.00E+17
17231492 1569.47 184941.07 74 No MI 1.00E+17
17243085 1125.69 127089.36 80 No MI 1.00E+17
17230166 1265.06 158661.49 72.73000336 No MI 1.00E+17
17201628 1202.08 185870.85 72.94000244 No MI 1.00E+17
17205864 1210.42 147946.95 73.81999969 No MI 1.00E+17
17246560 1184.23 157796.76 43.88999939 No MI 1.00E+17
17238671 1473.95 147580.89 70 No MI 1.00E+17
17247729 1686.28 217240.39 75 No MI 1.00E+17
17060832 790.69 89938.57 85 No MI 1.00E+17
17202002 1253.59 134195.61 70 No MI 1.00E+17
17156270 645.44 105481.55 78.51999664 No MI 1.00E+17
17132648 942.19 135000 90 PMI
17256137 2178.06 248178.82 90 No MI 1.00E+17
17217613 630.14 66701.02 75 No MI 1.00E+17
17228575 6059.84 649850.47 82.51999664 No MI 1.00E+17
17201734 1454.74 214867.17 50.59000015 No MI 1.00E+17
17256197 1476 215869.98 80 No MI 1.00E+17
17267739 537.65 67917.53 79.06999969 No MI
17218799 2072.45 309743.88 85 No MI 1.00E+17
17181914 3241.45 415062.02 90 No MI 1.00E+17
17252741 2913.88 395923.86 90 No MI 1.00E+17
17113382 599.75 77808.99 80 No MI
17216933 545.68 68722.01 80 No MI 1.00E+17
17242717 1479.32 169844.89 48.56999969 No MI 1.00E+17
17247836 1909.12 247393.86 75 No MI 1.00E+17
17216824 1793.86 211295.47 90 No MI 1.00E+17
17156308 373.54 34963.14 100 No MI 1.00E+17
17228905 917.87 116114.69 75 No MI 1.00E+17
17152585 1048.49 126868.9 58.79999924 No MI 1.00E+17
17230778 1906.33 227468.68 90 No MI 1.00E+17
17219167 1152 137204.72 45 No MI 1.00E+17
17243058 915.17 148449.03 90 No MI 1.00E+17
17247800 862.07 94876.05 84.73000336 No MI 1.00E+17
17243786 2230.65 299607.37 80 No MI 1.00E+17
17229181 1955.32 234520.84 85 No MI 1.00E+17
17156066 853.81 79778.2 95.52999878 No MI 1.00E+17
17216969 3723.75 539999.75 90 No MI 1.00E+17
17214121 1891.83 199855.03 49.75 No MI 1.00E+17
17238541 2074.47 262199.96 75 No MI 1.00E+17
17229170 621.68 71035.92 80 No MI 1.00E+17
17259784 1687.19 199735.37 90 No MI 1.00E+17
17249967 1344.23 166437.83 90 No MI 1.00E+17
17244059 2062.17 233794.3 90 No MI 1.00E+17
17242990 2130.47 249761.02 63.29000092 No MI 1.00E+17
17230685 1480.22 197906.92 90 No MI 1.00E+17
17247430 3030.36 455817.51 72.69999695 No MI 1.00E+17
17217927 1032.3 135161.27 87.41999817 No MI 1.00E+17
17207287 1808.63 216926.78 89.70999908 No MI 1.00E+17
17218841 2348.27 296881.75 90 No MI 1.00E+17
17224343 1122.32 124168.04 90 No MI 1.00E+17
17221700 1089.47 105539.8 80 No MI 1.00E+17
17230700 1360.88 171000 89.72000122 No MI 1.00E+17
17243089 4478.4 503862.6 73.58000183 No MI 1.00E+17
17155951 795.82 95970.42 80 No MI 1.00E+17
17245939 1332.54 159838.29 80 No MI 1.00E+17
17255363 574.1 78134.65 60 No MI 1.00E+17
17229446 3010.32 337469.85 90 No MI 1.00E+17
17182696 1485.12 174070.52 85 No MI 1.00E+17
17171568 2784.19 431100 90 Republic MIC
17219426 474.17 58138 84.95999908 No MI 1.00E+17
17246009 1217.39 175732.13 80 No MI 1.00E+17
17156250 1483.55 288490.13 60.81999969 No MI 1.00E+17
17224354 2550.45 441000 90 No MI 1.00E+17
17215389 3161.1 387586.77 68.43000031 No MI 1.00E+17
17221623 2836.39 368840.1 90 No MI 1.01E+17
17226464 1429.99 183383.08 90 No MI 1.00E+17
17255334 5148.08 616592.82 83.91999817 No MI 1.00E+17
17238664 687.8 86153.42 75 No MI 1.00E+17
17226334 1717.53 202304.16 90 No MI 1.00E+17
17218693 417.03 51245.07 75.44000244 No MI 1.00E+17
17044081 4180.3 517046.63 80 No MI
17201621 1782.29 222452.74 85 No MI 1.00E+17
17224270 2400.19 301382.47 90 No MI 1.00E+17
17155987 1061.58 136388.24 80 No MI 1.00E+17
17231503 3617.56 449505.52 90 No MI
17250132 1054.17 114310.43 80 No MI 1.00E+17
17243763 1409.53 163348.1 60 No MI 1.00E+17
17248537 657.26 89876.58 47.36999893 No MI 1.00E+17
17229191 1246.98 129410.01 71.15000153 No MI 1.00E+17
17201420 4150.44 548623.94 90 No MI 1.00E+17
17218660 2669.04 332872.88 90 No MI 1.00E+17
17263445 1178.92 135918.53 90.06999969 No MI 1.00E+17
17207247 4451.76 584738.9 90 No MI 1.00E+17
17217004 440.27 49955.94 21.73999977 No MI 1.00E+17
17231529 4708.45 649100.58 54.16999817 No MI 1.00E+17
17214932 1099.61 149797.61 66.66999817 No MI 1.00E+17
17228846 4655.99 615222.07 80 No MI 1.00E+17
17230767 1255.55 132902.41 70 No MI 1.00E+17
17218759 1355.11 131175.35 70 No MI 1.00E+17
17230709 869.16 101154.92 75 No MI 1.00E+17
17245966 3288.63 404851.53 90 No MI 1.00E+17
17263936 1800.14 197440.57 80 No MI 1.00E+17
17231528 3807.08 553172.51 90 No MI 1.00E+17
17217906 807.12 85505.04 80 No MI 1.00E+17
17243090 2528.5 294024.26 90 No MI 1.00E+17
17246763 1187.01 157782.14 77.83000183 No MI 1.00E+17
17224272 2427.37 314864.51 90 No MI 1.00E+17
17230178 941.09 114878.78 88.45999908 No MI 1.00E+17
17252720 1697 228640.07 72.62000275 No MI 1.00E+17
17246951 3430.67 501198.97 85 No MI 1.00E+17
17228801 1245.79 146110.04 75 No MI 1.00E+17
17256125 2876.02 327659.79 80 No MI 1.00E+17
17230810 1772.42 239183.36 77.26000214 No MI 1.00E+17
17075598 1039.62 131842.55 89.98000336 PMI
17246855 845.08 108869.89 68.12999725 No MI 1.00E+17
17175309 1792.38 219647.19 80 No MI 1.00E+17
17218640 1584.96 179841.42 80 No MI 1.00E+17
17243848 3832.71 521741.71 90 No MI 1.00E+17
17226354 828.84 98901.19 75 No MI 1.00E+17
17221701 1104.92 139145.23 80 No MI 1.00E+17
17203660 1059.03 131949.74 80 No MI 1.00E+17
17243828 1145.6 148026.35 90 No MI 1.00E+17
17257069 525.44 59946.4 80 No MI 1.00E+17
17219351 2089.93 250665.38 85 No MI 1.00E+17
17156014 638.06 66531.37 100 No MI 1.00E+17
17244661 996.42 118382.95 75 No MI 1.00E+17
17201688 1115.27 126759.7 64.65000153 No MI 1.00E+17
17231498 953.85 93352.13 81.30000305 No MI 1.00E+17
17217509 1874.23 213559.69 75 No MI 1.00E+17
17250062 1338.41 151866.09 85.38999939 No MI 1.00E+17
17167246 3386.5 393944.81 95 No MI 1.00E+17
17244690 1554.16 164378.71 70 No MI 1.00E+17
17208075 1638.67 238358.47 90 No MI 1.00E+17
17250078 1485.73 209204.4 75 No MI 1.00E+17
17208063 873.81 114948.45 79.86000061 No MI 1.00E+17
17217554 1303.72 165599.17 74.98000336 No MI 1.00E+17
17065198 891.26 89883.3 90 No MI 1.00E+17
17243002 664.42 77327.33 90 No MI 1.00E+17
17251755 1490.62 169848.63 55.74000168 No MI 1.00E+17
17252934 1377.77 171809.42 80 No MI 1.00E+17
17221742 1189.61 149978.19 75 No MI 1.00E+17
17132261 1825.87 229739.8 79.58000183 No MI 1.00E+17
17218815 1851.69 234905.46 34.56000137 No MI 1.00E+17
17238580 1261.69 144369.97 85 No MI 1.00E+17
17243864 848.02 104437.47 77.44000244 No MI 1.00E+17
17214757 2123.4 258977.32 85 No MI 1.00E+17
17224417 1550.07 203908.52 80 No MI 1.00E+17
17230766 3641.03 399641.44 72.73000336 No MI 1.00E+17
17231674 893.89 115950.1 80 No MI 1.00E+17
17226325 1021.13 114900.82 82.73000336 No MI 1.00E+17
17256342 1137.49 138853.48 60.43000031 No MI 1.00E+17
17228740 1181.74 146838.47 69.33999634 No MI 1.00E+17
17243076 562.91 65179.52 70 No MI 1.00E+17
17246014 1483.24 185791.75 75 No MI 1.00E+17
17259706 1488.38 172340.09 75 No MI 1.00E+17
17208039 2654.61 400334.06 90 No MI 1.00E+17
17217601 4108.75 499819.35 79.37000275 No MI 1.00E+17
17259460 698.24 111502.02 80 No MI 1.00E+17
17259455 928.47 129069.43 80 No MI 1.00E+17
17252816 1544.01 185187.48 75 No MI 1.00E+17
17238618 1457.03 244706.99 90 No MI 1.00E+17
17229156 1732.5 242652.39 86.79000092 No MI 1.00E+17
17248466 699.23 99852.09 52.63000107 No MI 1.00E+17
17218786 2088.14 283121.36 78.75 No MI 1.00E+17
17233913 1775.37 191205.31 85 No MI 1.00E+17
17145990 5242.19 825000 75 No MI
17219465 1295.17 177955.16 90 No MI 1.00E+17
17148276 641.58 71222.04 95 No MI 1.00E+17
17257061 2161.93 278517.15 65 No MI 1.00E+17
17230690 1818.06 200635.33 80 No MI 1.00E+17
17228640 1010.66 112316.11 90 No MI 1.00E+17
17226329 1477.02 219362.44 68.58999634 No MI 1.00E+17
17168583 2127.41 327147.99 80 No MI
17150180 953.44 119929.14 75.94999695 No MI 1.00E+17
17246087 1969.29 247719.63 80 No MI 1.00E+17
17256226 1627.93 229666 62.15999985 No MI 1.00E+17
17205507 1226.56 170310.87 80 No MI 1.01E+17
17238625 1519.69 212686.23 80 No MI 1.00E+17
17217611 2190.78 275891.42 80 No MI 1.00E+17
17245987 2627.72 361066.19 85 No MI 1.00E+17
17244729 774.36 84931.4 50.59999847 No MI 1.00E+17
17247535 864.8 94992.24 73.08000183 No MI 1.00E+17
17248623 699.45 80476.52 75 No MI 1.00E+17
17214208 1699.3 220731.29 85 No MI 1.00E+17
17221460 1220.13 148980.92 62.61000061 No MI 1.00E+17
17201608 1320.87 174666.33 76.41999817 No MI 1.00E+17
17228829 1445.52 206881.53 90 No MI 1.00E+17
17242976 925.5 112585.22 85 No MI 1.00E+17
17256196 2511.22 346322.16 90 No MI 1.00E+17
17243037 2756.55 414000 90 No MI 1.00E+17
17216840 886.93 146879.56 40.83000183 No MI 1.00E+17
17151568 2249.08 255921.87 90 No MI 1.00E+17
17226363 5524.05 629439.07 85.38999939 No MI 1.00E+17
17217517 4564.32 659420.72 74.83000183 No MI 1.00E+17
17228857 3441.78 441377.93 90 No MI 1.00E+17
17242983 1865.57 260944.42 90 No MI 1.00E+17
17252786 1341.37 206939.07 90 No MI 1.00E+17
17215393 935.65 95337.03 90 No MI 1.00E+17
17252853 4309.12 551351.23 79.41999817 No MI 1.00E+17
17167241 2103 232264.03 95 No MI 1.00E+17
17231592 1297.35 143880.39 80 No MI 1.00E+17
17243806 1692.32 238356.26 89.98999786 No MI 1.00E+17
17156086 983.57 180777.55 87.01999664 No MI 1.00E+17
17061042 1464.02 190168.48 68.73999786 No MI 1.00E+17
17233848 4452.19 521736.76 85 No MI 1.01E+17
17231578 2569.39 328364.86 90 No MI 1.00E+17
17205900 846.56 84198.1 64.80999756 No MI 1.00E+17
17228815 1018.01 134826.63 55.97000122 No MI 1.00E+17
17242982 1710.2 214117.22 77.88999939 No MI 1.00E+17
17259630 1292.46 136699.83 80 No MI 1.00E+17
17256018 1132.6 133954.96 80 No MI 1.00E+17
17247829 486.98 51961 80 No MI 1.00E+17
17229143 1666.95 215240.74 86.19999695 No MI 1.00E+17
17243422 2429.66 327348.64 80 No MI 1.00E+17
17224306 3778.48 492085.72 85.62000275 No MI 1.00E+17
17255483 656.07 90952.6 70 No MI 1.00E+17
17207450 514.96 63803.54 51.61000061 No MI 1.00E+17
17202629 695.88 82319.46 80 No MI 1.00E+17
17248483 677.55 80898.42 75 No MI 1.00E+17
17224328 1576.77 188311.46 65 No MI 1.00E+17
17230511 1408.29 197094.56 85 No MI 1.00E+17
17246803 867.04 96774.33 80 No MI 1.00E+17
17229223 967.67 113491.29 80 No MI 1.00E+17
17256574 945.7 128935.87 75 No MI 1.00E+17
17175287 1162.82 122112.26 65 No MI 1.00E+17
17256575 1037.89 127483.28 85 No MI 1.00E+17
17263443 749.78 88227.63 85 No MI 1.00E+17
17216960 810.03 95905.97 75 No MI 1.00E+17
17226271 728.39 82926.25 83 No MI 1.00E+17
17214950 2393.8 266027.63 75 No MI 1.00E+17
17175134 1762.8 193343.85 90 No MI 1.00E+17
17246860 2996.21 419774.81 80 No MI 1.00E+17
17141692 776.34 95921.21 64.47000122 No MI 1.00E+17
17226615 2890 408000 85 Mortgage Guaranty In
17246076 1028.31 140928.5 89.23999786 No MI 1.00E+17
17217537 3903.59 437632.11 85 No MI 1.00E+17
17221638 2924.38 439275.13 80 No MI 1.00E+17
17205591 6878.02 965659.71 70 No MI 1.00E+17
17257162 1405.16 183918.72 80 No MI 1.00E+17
17168933 953.23 115959.04 68.23999786 No MI 1.00E+17
17167183 1008.98 153750 75 No MI 1.00E+17
17219153 799.24 96766.32 80 No MI 1.00E+17
17231440 2486.41 254828.88 48.84999847 No MI 1.00E+17
17230670 809.13 104954.83 58.33000183 No MI 1.00E+17
17201596 1240.05 163015.04 80 No MI 1.00E+17
17219294 1714.47 261823.68 78.68000031 No MI 1.00E+17
17175109 1125.22 144445.24 65.91000366 No MI 1.00E+17
17230091 1048.02 159952.49 88.88999939 No MI 1.00E+17
17248493 1734.52 188850.41 75 No MI 1.00E+17
17201447 1450.3125 191250 83.15000153 No MI 1.00E+17
17251618 890.53 116854.49 90 No MI 1.00E+17
17230692 2671.58 350563.47 40.58000183 No MI 1.00E+17
17218647 2104.96 226819.89 85 No MI 1.00E+17
17259463 991.25 156000 80 No MI 1.00E+17
17244594 1822.78 192903.59 80 No MI 1.00E+17
17217505 829.18 100964.23 17 No MI 1.00E+17
17247805 1548.12 195971.05 80 No MI 1.00E+17
17256495 1442.35 202209.75 75 No MI 1.00E+17
17052273 683.16 81393.98 85 No MI 1.00E+17
17246004 3176.77 412072.68 85 No MI 1.00E+17
17263441 497.42 54372.88 80 No MI 1.00E+17
17243149 3244.2 478942.3 65.30999756 No MI 1.00E+17
17247876 1487.39 251901.94 80 No MI 1.00E+17
17201937 2491.05 386685.59 61.95000076 No MI 1.00E+17
17229617 1962.42 250711.1 85 No MI 1.00E+17
17149027 4218.92 520858.49 87.44000244 No MI 1.00E+17
17244699 997.48 121456.97 90 No MI 1.00E+17
17228984 2100.03 269680.05 87.09999847 No MI 1.00E+17
17224345 3018.71 419912.27 86.59999847 No MI 1.00E+17
17221717 2346.99 314938.13 85 No MI 1.00E+17
17166683 1495.81 191797.87 80 No MI 1.00E+17
17200815 2816.52 365139.15 85 No MI 1.00E+17
17244072 1623.66 199785.21 66.66999817 No MI 1.00E+17
17252767 2857.05 343899.1 85 No MI 1.00E+17
17166714 1127.48 140095.88 75 No MI 1.00E+17
17244592 1866.76 242145.81 79.43000031 No MI 1.00E+17
17248593 1865.22 223924.19 68.91999817 No MI 1.00E+17
17202089 1403.75 161851.14 81 No MI 1.00E+17
17216999 2472.22 287480.41 75.72000122 No MI 1.00E+17
17224295 1771.13 208797.12 74.63999939 No MI 1.00E+17
17224287 1821.79 283300.34 90 No MI 1.00E+17
17218505 3378.32 554916.44 80 No MI
17230196 1824.91 254864.47 85 No MI 1.00E+17
17218879 1693.44 223794.66 80 No MI 1.00E+17
17218555 1611 197788.45 88 PMI
17215452 3086.61 415572.7 85 No MI 1.00E+17
17255478 1204.37 146646.77 90 No MI 1.00E+17
17238628 1823.09 216828.77 90 No MI 1.00E+17
17224232 636 94248.55 80 No MI
17242906 3096.97 451888.85 80 No MI 1.00E+17
17182571 2691.36 366980.98 60.65999985 No MI 1.00E+17
17224014 4673.2 592262.37 75 No MI 1.00E+17
17207140 2426.7 258207.7 85 No MI 1.00E+17
17224339 2016.78 251720.2 70.98999786 No MI 1.00E+17
17217920 790.07 108956.45 85 No MI 1.00E+17
16776985 1091.17 122802.95 89.61000061 PMI
17231648 454.28 52601.2 65 No MI 1.00E+17
17242957 2456.47 265294.35 75 No MI
17229271 1397.03 159783.12 76.55999756 No MI 1.00E+17
17256449 2202.29 346391.69 90 No MI 1.00E+17
17252887 1483.16 224465.32 67.16000366 No MI 1.00E+17
17146085 2256.72 264985.09 90 PMI
17216935 1825.05 227613.06 90 No MI 1.00E+17
17250191 3815.41 464733.67 75 No MI 1.00E+17
17141680 737.9 103773.86 80 No MI 1.00E+17
17169072 1361.73 207324.7 79.94000244 No MI
17214271 1239.25 182460.59 85 No MI 1.00E+17
17238582 1700.78 231884.7 80 No MI 1.00E+17
17228761 3421.67 444458.91 79.45999908 No MI 1.00E+17
17243024 920.23 113558.04 80 No MI 1.00E+17
17250167 2073.02 249566.52 58.40999985 No MI 1.00E+17
17256085 3051.46 332236.85 70.73999786 No MI 1.00E+17
17226267 1083.13 138569.94 64.52999878 No MI 1.00E+17
17229201 1072.5 146799.64 59.50999832 No MI 1.00E+17
17243437 1795.17 261885 60.34000015 No MI 1.00E+17
17219403 1463.67 219638.27 74.58000183 No MI 1.00E+17
17167204 1508.4 188709.4 95 No MI 1.00E+17
17250154 830.34 109462.28 80 No MI 1.00E+17
17247868 1134.86 120510.73 90 No MI 1.00E+17
17217550 2529.34 348730.38 84.70999908 No MI 1.00E+17
17218614 1044.67 123959.58 79.48999786 No MI 1.00E+17
17203703 960 107660.98 55 No MI 1.00E+17
17230807 1709.59 194944.34 84.77999878 No MI 1.00E+17
17218652 462.33 55942.18 80 No MI 1.00E+17
17182698 1049.63 103138.64 80 No MI 1.00E+17
17252880 1595.12 239604.61 75 No MI 1.00E+17
17224144 813.99 89976.92 72 No MI 1.00E+17
17229140 1647.92 230876.14 68.95999908 No MI 1.00E+17
17256586 615.57 62359.47 80 No MI 1.00E+17
17202647 1151.48 172383.74 80 No MI
17226336 1655.51 216903.84 44.74000168 No MI 1.00E+17
17251701 2100.98 225079.26 85 No MI 1.00E+17
17252858 1720.75 219909.49 62.86000061 No MI 1.00E+17
17215382 756.17 80041.21 90 No MI 1.00E+17
17231588 1465.3 197738.22 67.12000275 No MI 1.00E+17
17202033 1116.49 131622.31 85 No MI 1.00E+17
17182427 4556.91 611887.24 90 No MI 1.00E+17
17141850 1744.79 334999.99 30.72999954 No MI 1.00E+17
17127952 1781.28 217680.96 90 No MI 1.00E+17
17217930 560.28 61176.33 70 No MI 1.00E+17
17224404 1346.65 174923.05 79.61000061 No MI 1.00E+17
17217527 1159.02 154799.61 59.61999893 No MI 1.00E+17
17228886 1711.88 217470.86 90 No MI 1.00E+17
17166694 1775.59 202228.42 90 No MI 1.00E+17
17205891 1225.89 144453.95 85 No MI 1.00E+17
17218621 1591.1 214715.74 61.43000031 No MI 1.00E+17
17247721 1855.56 194859.99 65 No MI 1.00E+17
17226286 857.01 87219.55 80 No MI 1.00E+17
17205547 2349.93 294619.1 85 No MI 1.00E+17
17215385 2289.87 273476.19 75 No MI 1.00E+17
17224331 3414.77 359739.28 90 No MI 1.00E+17
17230116 2465.9 319862.35 54.70000076 No MI 1.00E+17
17216838 2512.29 273533.35 75 No MI 1.00E+17
17203720 1154.11 127966.83 80 No MI 1.01E+17
17238842 3826.64 413901.77 90 No MI 1.00E+17
17248584 3056.6 464690.59 87.73999786 No MI 1.00E+17
17245983 518.76 56206.03 75 No MI 1.00E+17
17229127 3674.24 539999 77.13999939 No MI 1.00E+17
17226311 2620.67 346841.64 48.18999863 No MI 1.00E+17
17205979 940.46 110394.02 85 No MI 1.00E+17
17244633 2214.86 278684.38 64.87999725 No MI 1.00E+17
17172313 1295.87 166395.32 90 No MI 1.00E+17
17229182 940.57 116871.44 87.97000122 No MI 1.00E+17
17224292 1195.07 163576.74 90 No MI 1.00E+17
17229166 1474.01 202720.52 88.26000214 No MI 1.00E+17
17215708 1310.74 163724.99 80 No MI 1.00E+17
17256136 984.86 113794.97 85 No MI 1.00E+17
17244685 2022.5 265454.53 90 No MI 1.00E+17
17244663 566.99 55966.26 80 No MI 1.00E+17
17201951 1856.17 207733.23 80 No MI 1.00E+17
17230733 2243.72 287880.11 80 No MI 1.00E+17
17156189 610.96 50132.78 91.97000122 No MI 1.00E+17
17156283 3254.35 404102.34 90 No MI 1.00E+17
17230127 3332.19 399346.79 65 No MI 1.00E+17
17224420 2077.96 220836.08 74.91999817 No MI 1.00E+17
17246090 2351.51 273443.56 85 No MI 1.00E+17
17248583 1395.19 177428.05 73.34999847 No MI 1.00E+17
17208064 1098.94 146182.25 65 No MI 1.00E+17
17221622 1374.67 139861.18 74.06999969 No MI 1.00E+17
17113227 4347.24 711146.42 80 No MI 1.00E+17
17244878 693.33 104000 80 No MI
17245738 4021.56 551245.4 80 No MI 1.00E+17
17216895 1031.28 148515.02 84.88999939 No MI 1.00E+17
17224360 798.94 103873.27 80 No MI 1.00E+17
17246040 3227.88 400445.34 90 No MI 1.00E+17
17218888 1126.18 137625.67 90 No MI 1.00E+17
17038282 1252.73 149550.27 80 No MI 1.00E+17
17231533 1743.86 208180.77 85 No MI 1.00E+17
17215342 812.52 89925.64 18.95000076 No MI 1.00E+17
17148267 2221.69 237819.98 85 No MI 1.00E+17
17243010 1651.53 178361.73 85 No MI 1.00E+17
17132185 1842.61 283375.6 90 No MI 1.00E+17
17035512 1784.56 224355.26 90 No MI 1.00E+17
17251651 2341.36 323549.41 90 No MI 1.00E+17
17244580 1669.54 202329.4 80 No MI 1.00E+17
17256093 1964.87 202162.74 85 No MI 1.00E+17
17205718 1608.92 215000 83.33000183 No MI 1.00E+17
17244593 2835.78 367841.71 80 No MI 1.00E+17
17057990 1805 270750 95 No MI 1.00E+17
17170838 1043.98 126767.89 90 No MI 1.00E+17
17230752 1253.55 170769.28 90 No MI 1.00E+17
17244725 1090.41 139784.23 53.84999847 No MI 1.00E+17
17263594 2821.57 310995.58 71.55000305 No MI 1.00E+17
17257113 1512.79 202237.65 90 No MI 1.00E+17
17218442 755.36 80794.15 80 No MI 1.00E+17
17259469 482.43 43957.94 100 No MI 1.00E+17
17214930 458.51 58887.35 70 No MI 1.00E+17
17218828 743.18 79938.7 80 No MI 1.00E+17
17156303 488.77 54880.19 100 No MI 1.00E+17
17216847 2250.92 253281.4 65 No MI 1.00E+17
17150149 960.85 116039.64 90 No MI 1.00E+17
17217496 1402.93 159857.54 80 No MI 1.00E+17
17230115 4027.07 452077.67 85 No MI 1.00E+17
17243760 1733.52 270806.96 64.83000183 No MI 1.00E+17
17252930 3586.97 512236.18 90 No MI 1.00E+17
17215436 1779.13 194951.52 75 No MI 1.00E+17
17251602 3062.14 499618.91 80 No MI 1.00E+17
17217446 449.28 53148 81.84999847 No MI 1.00E+17
17205579 712.88 87406.8 87.5 No MI 1.00E+17
17141958 2126.69 286721.2 90 No MI 1.00E+17
17182076 2041.36 251906.91 80 No MI 1.00E+17
17259598 1022.3 151920 80 No MI 1.00E+17
17175338 1075.84 133399.96 85 No MI 1.00E+17
17248522 2881.37 388812.25 72.70999908 No MI 1.00E+17
17219437 1600.99 256500 90 No MI 1.00E+17
17218366 2130 288000 80 No MI 1.00E+17
17243861 2101.65 230292.74 85 No MI 1.00E+17
17221621 2104.24 217350.83 70.16000366 No MI 1.00E+17
17202024 1481.88 161870.68 54 No MI 1.00E+17
17243804 1428.82 180542.98 80 No MI 1.00E+17
17224283 872.18 113665.6 65 No MI 1.00E+17
17238537 1091.6 127479.18 80 No MI 1.00E+17
17229195 1417.89 183920.86 80 No MI 1.00E+17
17230716 776.94 95896.13 80 No MI 1.00E+17
17251646 934.98 100084.24 77.05000305 No MI 1.00E+17
17207207 817.58 80676.65 85 No MI 1.00E+17
17141856 4747.82 649403.25 86.66999817 No MI 1.00E+17
17244730 4297.84 447388.15 90 No MI 1.00E+17
17221611 2393.03 359766.19 75 No MI 1.00E+17
17221750 1621.79 195365.25 67.41000366 No MI 1.00E+17
17238643 1690.74 181860.54 70 No MI 1.00E+17
17230829 3522 394662.99 56.43000031 No MI 1.00E+17
17238591 1595.13 206906.06 90 No MI 1.00E+17
17150321 832.12 98951.02 90 No MI 1.00E+17
17259459 1378.07 185109.43 80 No MI 1.00E+17
17231647 707.44 87189.99 29.13999939 No MI 1.00E+17
17246782 1344.52 167813.47 70 No MI 1.00E+17
17250069 1427.65 179795.95 48.65000153 No MI 1.00E+17
17250212 1597.2 174111.63 85 No MI 1.00E+17
17215595 1197.18 142358.96 75 No MI 1.00E+17
17217015 1030.29 127752.09 90 No MI 1.00E+17
17231524 637.02 68796.66 82.94999695 No MI 1.00E+17
17221654 890.33 102306.85 80 No MI 1.00E+17
17214851 923.14 100917.31 24.04999924 No MI 1.00E+17
17224323 2955.85 323141.29 65.19999695 No MI 1.00E+17
17246888 1537.47 191039.84 85 No MI 1.00E+17
17226457 1584.7 186818.76 66.79000092 No MI 1.00E+17
17243796 1424.15 225140.29 65 No MI 1.00E+17
17250048 3530.79 521766.19 85 No MI 1.00E+17
17250206 977.07 103424.04 77.52999878 No MI 1.00E+17
17218490 1893.33 199854.34 80 No MI 1.00E+17
17248481 1788.52 219129.12 85 No MI 1.00E+17
17256392 870.98 95921.7 75 No MI 1.00E+17
17230751 1185.77 144747.26 90 No MI 1.00E+17
17219391 683.13 88611.87 90 No MI 1.00E+17
17226327 1136.26 154790.87 63.27000046 No MI 1.00E+17
17228728 1840.59 264847.23 63.09999847 No MI 1.00E+17
17243106 3181.45 382112.15 85 No MI 1.00E+17
17256554 2329.55 279405.68 65 No MI 1.00E+17
17205575 1369.9 152870.85 90 No MI 1.00E+17
17228915 1710.94 328500 59.72999954 No MI
17178430 723.92 80717.83 85 No MI 1.00E+17
17216956 2564.26 299715.34 39.74000168 No MI 1.00E+17
17152906 853.125 126000 90 PMI
17245936 2077.23 278867.31 90 No MI 1.00E+17
17156022 1152.45 110841.87 100 No MI 1.00E+17
17255539 6229.17 920000 80 No MI
17230615 799.68 103873.53 80 No MI
17230452 1857.46 214801.31 63.24000168 No MI 1.00E+17
17238662 1161.31 127895.59 80 No MI 1.00E+17
17255193 1677.56 193422.42 80 No MI 1.00E+17
17230130 3381.79 471829.52 90 No MI 1.00E+17
17245920 1355.44 188900.12 84 No MI 1.00E+17
17205566 1249.14 135892.59 80 No MI 1.00E+17
17170908 1343.5 194700.84 60.93999863 No MI 1.00E+17
17255266 1540.07 212390.94 85 No MI 1.00E+17
17244870 3141.67 520000 80 No MI
17207997 1692.48 229039.89 90 No MI 1.00E+17
17217908 1537.83 199510.17 80 No MI 1.00E+17
17243015 1057 118937.35 80 No MI 1.00E+17
17152630 1329.18 159945.42 50 No MI 1.00E+17
17244671 1279.59 139879.26 58.33000183 No MI 1.00E+17
17231549 3812.41 532716.28 88.09999847 No MI 1.00E+17
17243114 579.69 68931.7 82.13999939 No MI 1.00E+17
17255325 1406.84 174807.68 53.34999847 No MI 1.00E+17
17214986 1112.94 135856.64 80 No MI 1.00E+17
17248551 1361.79 152470.07 70 No MI 1.00E+17
17245954 3203.11 344535.79 80 No MI 1.00E+17
17224367 2485.77 311649.97 80 No MI 1.00E+17
17257017 1622.86 223192.29 75 No MI 1.00E+17
17170524 2105.99 252943.28 80 No MI 1.00E+17
17244737 2610.57 386899.83 90 No MI 1.00E+17
17251527 1427.39 188913.75 90 No MI 1.00E+17
17224322 1865.06 231745.07 80 No MI 1.00E+17
17248612 3623.07 455821.17 69.62000275 No MI 1.00E+17
17155776 955.94 131099.88 95 Radian Guaranty
17221636 821.54 103459.29 90 No MI 1.00E+17
17243830 1304.8 151857.29 84.44000244 No MI 1.00E+17
17248542 3320.2 538579.35 84.87999725 No MI 1.00E+17
17248586 3247.69 425511.38 90 No MI 1.00E+17
17257075 3017.33 349674.86 70 No MI 1.00E+17
17243060 1665.69 199798.85 79.68000031 No MI 1.00E+17
17132238 4519.08 484132.76 49.43999863 No MI 1.00E+17
17214108 1789.91 179386.98 74.79000092 No MI 1.00E+17
17242834 1238.11 142208.07 80 No MI 1.00E+17
17172251 649.63 73569.04 80 No MI 1.00E+17
17231554 1410.35 164843.43 63.70999908 No MI 1.00E+17
17201444 1447.8 209449.93 70.54000092 No MI 1.00E+17
17218845 1382.52 200881.07 89.73000336 No MI 1.00E+17
17205930 783.05 99962.97 76.40000153 No MI 1.00E+17
17203614 2887.01 452160.45 87.15000153 No MI 1.00E+17
17226523 1701.98 217510.46 85 No MI 1.00E+17
17256172 1118.9 115121.84 90 No MI 1.00E+17
17248592 2010.18 230970.7 80 No MI 1.00E+17
17259457 711.38 82643.59 80 No MI 1.00E+17
17219302 1594.45 234910.18 39.16999817 No MI 1.00E+17
17247888 1321.05 154951.36 74.87999725 No MI 1.00E+17
17215474 1509.44 170202.32 79.98000336 No MI 1.00E+17
17243757 2722.07 316396.8 62.25999832 No MI 1.00E+17
17207199 1933.68 284648.13 83.81999969 No MI 1.01E+17
17243033 1072.64 119599.17 90 No MI 1.00E+17
17224401 1154.18 128691.52 80 No MI 1.00E+17
17259759 1239.36 173750.58 79.08999634 No MI 1.00E+17
17256173 5117.31 615789.93 80 No MI 1.00E+17
17246798 1072.93 151117.74 90 No MI 1.00E+17
17224324 1872.45 328500 90 No MI 1.00E+17
17218682 624.76 93845.13 28.92000008 No MI 1.00E+17
17148656 802.82 92434.9 85 No MI 1.00E+17
17267746 660.27 84374.68 72.91000366 No MI
17205918 1045.6 118042.79 85 No MI 1.00E+17
17250184 1013.5 120381.05 77.73999786 No MI 1.00E+17
17243988 2881.1 383815.79 90 No MI
17279171 937.85 97654.97 85 No MI
17293655 1156.16 121456.58 90 No MI
17293674 1023.72 127729.45 90 No MI
17295406 1207.4 137638.95 90 No MI
17264009 1137.8 127445.95 85 No MI
17219365 620.74 72216.29 85 No MI
17275754 1560.68 167935.92 80 No MI
17267781 3016.87 391074.26 90 No MI
17297557 2969.28 422688.57 90 No MI
17255428 678.25 67479.31 90 No MI
17181897 1278.94 161158.94 75 No MI
17298369 1023.96 123856.42 80 No MI
17264242 1948.89 201531.03 80 No MI
17264269 2132.71 232041.43 90 No MI
17230187 1670.57 171941.93 80 No MI
17299112 2510.2 337419.8 90 No MI
17272308 549.74 68961.43 26.54000092 No MI
17264308 1350.71 169966.79 85 No MI
17257033 3834.525 522000 90 No MI
17246959 2813.8 290401.16 70 No MI
17257130 2337.3 251970.6 90 No MI
17256458 507.97 57422.06 90 No MI
17272517 3271.81 374232.59 80 No MI
17256506 1971.76 209856.63 90 No MI
17256520 2056.19 263844.61 80 No MI
17247874 3001.48 364975.29 89.98000336 No MI
17263988 1331.88 154676.62 85 No MI
17251635 395.98 43182.92 80 No MI
17251637 3757.38 554230.05 90 No MI
17280782 1963.48 242148.93 85 No MI
17279201 2577.34 344777.29 69.69999695 No MI
17231422 5535.35 598768.3 79.97000122 No MI
17278608 952.99 94920.79 90 No MI
17295384 1506.01 156345.9 85 No MI
17243884 1191.94 137169.89 85 No MI
17265643 1501.19 163944.96 85 No MI
17265669 619.64 61181.65 90 No MI
17295440 1232.35 161809.67 90 No MI
17244654 1185.58 118313.4 90 No MI
17266400 1194.19 156653.06 75 No MI
17228837 2033.76 238845.89 80 No MI
17128364 4154.49 474232.39 89.87000275 No MI
17279779 1061.13 134972.74 69.23000336 No MI
17076639 6080.54 608649.89 80 No MI
17274921 2831.66 339828.84 80 No MI
17274985 2277.77 246091.08 90 No MI
17274997 2235.77 275949.23 80 No MI
17256076 632.22 67974.11 85 No MI
17255350 677.55 80959.65 90 No MI
17256082 783.48 115907.69 64.44000244 No MI
17243417 1473.56 223696.43 80 No MI
17286759 555.25 60725.81 75 No MI
17214830 1364.03 139986.39 80 No MI
17228497 4074.1 490440.71 90 No MI
17229490 2310.16 269435.78 85 No MI
17245774 750.29 76474.87 85 No MI
17246664 2422.68 229439.26 90 No MI
17251439 847.76 109933.7 80 No MI
17251470 3810.05 383877.95 80 No MI
17252572 3639.63 416117 85 No MI
17265528 692.09 86352.31 90 No MI
17243405 487.1 59902.97 44.43999863 No MI
17243445 1104.45 123093.6 71.66000366 No MI
17272393 657.56 69549.05 80 No MI
17263538 1596.29 179922.46 69.97000122 No MI
17217929 3168.26 395350.32 80 No MI
17243436 960.02 106118.03 85 No MI
17267741 1939.77 232083.97 90 No MI
17267814 913.71 104952.54 79.84999847 No MI
17274435 3410.82 431354.25 80 No MI
17274976 1472.48 211939.09 80 No MI
17275013 2551 283382.37 90 No MI
17278543 854.9 125984.05 90 No MI
17278567 1183.34 159794.65 79.98999786 No MI
17279199 1231.45 199811.22 57.13999939 No MI
17299120 744.13 75175.91 80 No MI
17263952 1214.67 154221.68 80 No MI
17265902 1303.48 159935.07 90 No MI
17301909 506.27 54039.82 85 No MI
17279245 1933.61 295158.13 90 No MI
17302625 667.12 81407.33 90 No MI
17207843 933.99 104616.63 90 No MI
17217911 1812.42 224752.26 85 No MI
17243419 2938.47 350734.32 90 No MI
17265605 2776.48 296968.47 90 No MI
17265601 2289.3 290663.93 89.26000214 No MI
LOAN_SEQ MARGIN NEXT_RATE MAX_RATE MIN_RATE PER_RATE DEAL_INFO
_ADJ_DATE1 _CAP
------------------------------------------------------------------------------------------------------------------------------------
17286850 5.5 20090701 12 9.99 3 Group II
17243093 0 0 0 0 Group II
17256131 0 0 0 0 Group II
17275786 0 0 0 0 Group II
17272392 9.9 20090601 16.4 10.4 3 Group I
17272478 0 0 0 0 Group II
17217617 5.5 20090701 14.84 8.84 3 Group II
17256962 0 0 0 0 Group I
17267885 0 0 0 0 Group I
17256565 0 0 0 0 Group II
17266224 5.5 20100701 16.94 10.94 1 Group I
17266488 0 0 0 0 Group II
17255409 0 0 0 0 Group II
17251641 5.5 20090701 16.45 10.45 3 Group I
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17221611 6 20090601 13.59 7.59 1 Group I
17221750 6.75 20090601 15.75 9.75 1 Group I
17238643 5.5 20090601 16.69 10.69 1 Group I
17230829 6.25 20090601 16.19 10.19 1 Group I
17238591 5.5 20090601 14.99 8.99 1 Group I
17150321 5.5 20090501 15.89 9.89 1 Group I
17259459 0 0 0 0 Group I
17231647 5.5 20090601 14.99 8.99 1 Group I
17246782 5.5 20090601 14.94 8.94 1 Group I
17250069 6 20090601 14.84 8.84 1 Group I
17250212 0 0 0 0 Group I
17215595 5.5 20090601 15.49 9.49 1 Group I
17217015 5.5 20090601 15.45 9.45 1 Group I
17231524 6 20090601 16.64 10.64 1 Group II
17221654 5.5 20090601 15.89 9.89 1 Group II
17214851 0 0 0 0 Group I
17224323 5.5 20090601 16.49 10.49 1 Group II
17246888 0 0 0 0 Group I
17226457 5.5 20090601 15.59 9.59 1 Group I
17243796 0 0 0 0 Group I
17250048 6 20100601 13.965 7.965 1 Group I
17250206 0 0 0 0 Group I
17218490 5.5 20120601 16.925 10.925 1 Group I
17248481 6 20090601 15.49 9.49 1 Group I
17256392 0 0 0 0 Group I
17230751 0 0 0 0 Group I
17219391 0 0 0 0 Group I
17226327 0 0 0 0 Group I
17228728 6.75 20090601 13.99 7.99 1 Group I
17243106 6 20090601 15.375 9.375 1 Group I
17256554 5.5 20090601 15.8 9.8 1 Group II
17205575 0 0 0 0 Group I
17228915 2.25 20120601 11.25 2.25 5 Group II
17178430 5.5 20090501 16.6 10.6 1 Group II
17216956 5.5 20090601 15.69 9.69 1 Group II
17152906 2.25 20120401 13.125 2.25 5 Group I
17245936 6 20090601 14.65 8.65 1 Group I
17156022 0 0 0 0 Group I
17255539 2.25 20120301 13.125 2.25 5 Group I
17230615 2.375 20090601 13.5 2.375 3 Group I
17230452 0 0 0 0 Group I
17238662 0 0 0 0 Group I
17255193 6 20090601 15.85 6 1 Group I
17230130 5.5 20090601 13.74 7.74 1 Group I
17245920 5.5 20090601 14.29 8.29 1 Group I
17205566 6 20090601 16.55 10.55 1 Group I
17170908 0 0 0 0 Group I
17255266 5.5 20090601 14.39 8.39 1 Group I
17244870 0 0 0 0 Group I
17207997 0 0 0 0 Group I
17217908 6.05 20090401 15.5 6.05 1 Group I
17243015 5.5 20090601 16.14 10.14 1 Group I
17152630 5.5 20090601 15.765 9.765 1 Group I
17244671 6.75 20090601 16.49 10.49 1 Group I
17231549 5.5 20090601 14.265 8.265 1 Group I
17243114 6 20090601 15.49 9.49 1 Group I
17255325 6.75 20090601 14.99 8.99 1 Group I
17214986 5.25 20090601 15.19 9.19 1 Group I
17248551 6 20090601 16.2 10.2 1 Group I
17245954 0 0 0 0 Group I
17224367 6 20090601 14.89 8.89 1 Group I
17257017 0 0 0 0 Group I
17170524 5.5 20090601 15.375 5.5 1 Group I
17244737 5.25 20090601 13.94 7.94 1 Group I
17251527 5.5 20100601 14.79 8.79 1 Group I
17224322 5.5 20090601 14.99 8.99 1 Group I
17248612 6 20090601 15.3 9.3 1 Group I
17155776 2.25 20120501 13.75 2.25 5 Group I
17221636 5.5 20090601 15.29 9.29 1 Group I
17243830 5.25 20090601 15.74 9.74 1 Group I
17248542 6 20090601 12.925 6.925 1 Group I
17248586 5.5 20090601 14.89 8.89 1 Group I
17257075 6 20090601 15.79 9.79 1 Group I
17243060 6.25 20090601 15.39 9.39 1 Group I
17132238 7 20090601 16.74 10.74 1 Group I
17214108 6.75 20090601 17.59 11.59 1 Group I
17242834 0 0 0 0 Group I
17172251 5.5 20090501 16.425 10.425 1 Group I
17231554 6 20090601 15.69 9.69 1 Group I
17201444 0 0 0 0 Group I
17218845 6 20090601 13.9 7.9 1 Group I
17205930 5.5 20090601 14.69 8.69 1 Group I
17203614 5.5 20090601 13.475 7.475 1 Group I
17226523 5.5 20090601 15.14 9.14 1 Group I
17256172 0 0 0 0 Group I
17248592 6 20090601 15.89 9.89 1 Group I
17259457 7.75 20090401 15.75 7.75 1 Group I
17219302 5.5 20090501 13.99 7.99 1 Group I
17247888 0 0 0 0 Group I
17215474 0 0 0 0 Group I
17243757 6 20090601 15.69 9.69 1 Group I
17207199 6.05 20090401 14.775 7.775 1.5 Group I
17243033 6 20090601 16.25 10.25 1 Group I
17224401 6.25 20090601 16.25 10.25 1 Group I
17259759 5.7 20090601 13.69 7.69 1 Group I
17256173 0 0 0 0 Group I
17246798 0 0 0 0 Group I
17224324 5.5 20090601 12.84 6.84 1 Group I
17218682 5.5 20090601 12.99 6.99 1 Group I
17148656 5.5 20100301 15.85 9.85 1 Group I
17267746 0 0 0 0 Group I
17205918 0 0 0 0 Group I
17250184 0 0 0 0 Group I
17243988 5.5 20090701 14.9 8.9 1 Group II
17279171 6 20090701 17.4 11.4 1 Group II
17293655 5.5 20090701 16.99 10.99 1 Group II
17293674 5.5 20090701 14.95 8.95 3 Group II
17295406 5.7 20090701 15.99 9.99 3 Group II
17264009 0 0 0 0 Group II
17219365 6.25 20090701 15.75 9.75 1 Group II
17275754 5.5 20090701 16.69 10.69 3 Group II
17267781 5 20090301 15.49 8.99 1 Group II
17297557 5.5 20090701 13.54 7.54 1 Group I
17255428 0 0 0 0 Group II
17181897 5.5 20090701 14.84 8.84 1 Group I
17298369 0 0 0 0 Group II
17264242 5.5 20090701 17.19 11.19 3 Group II
17264269 5.25 20090701 16.55 10.55 3 Group II
17230187 0 0 0 0 Group I
17299112 5.5 20090701 14.64 8.64 1 Group II
17272308 0 0 0 0 Group II
17264308 6 20090701 15.3 9.3 3 Group II
17257033 5.5 20090701 14.815 8.815 3 Group I
17246959 6 20090701 17.215 11.215 1 Group I
17257130 5.5 20090701 16.99 10.99 3 Group II
17256458 0 0 0 0 Group II
17272517 6 20090701 15.95 9.95 1 Group II
17256506 5.5 20090701 17.14 11.14 3 Group II
17256520 6 20090701 14.64 8.64 1 Group II
17247874 5.5 20090701 15.24 9.24 3 Group II
17263988 5.5 20090701 16.15 10.15 3 Group II
17251635 0 0 0 0 Group I
17251637 5.5 20090701 13.765 7.765 1 Group I
17280782 5.5 20090701 15.65 9.65 1 Group II
17279201 0 0 0 0 Group II
17231422 0 0 0 0 Group I
17278608 6 20090701 17.675 11.675 1 Group II
17295384 0 0 0 0 Group II
17243884 5.5 20090701 16.25 10.25 3 Group II
17265643 6 20090701 16.84 10.84 1 Group II
17265669 0 0 0 0 Group II
17295440 5.25 20090701 14.39 8.39 1 Group II
17244654 5.5 20090701 17.65 11.65 1 Group I
17266400 0 0 0 0 Group II
17228837 5.5 20090701 15.64 9.64 1 Group I
17128364 5.5 20090701 16.34 10.34 3 Group I
17279779 5.5 20090701 15.19 9.19 1 Group II
17076639 0 0 0 0 Group I
17274921 5.5 20090701 15.39 9.39 3 Group II
17274985 5.5 20090701 16.64 10.64 1 Group II
17274997 6.75 20090701 15.5 9.5 1 Group II
17256076 0 0 0 0 Group II
17255350 5.5 20090701 15.44 9.44 3 Group II
17256082 0 0 0 0 Group II
17243417 6.05 20090501 14.5 7.5 3 Group II
17286759 5.5 20090701 16.49 10.49 1 Group II
17214830 6 20090701 17.575 11.575 3 Group I
17228497 5.5 20120601 15.895 9.895 3 Group I
17229490 5.5 20090701 16.225 10.225 3 Group II
17245774 5.5 20090701 17.375 11.375 3 Group II
17246664 5.5 20090701 18.35 12.35 3 Group I
17251439 5.5 20100701 14.525 8.525 3 Group II
17251470 5.5 20090701 17.525 11.525 3 Group II
17252572 5.5 20090601 15.95 9.95 3 Group II
17265528 0 0 0 0 Group II
17243405 0 0 0 0 Group II
17243445 0 0 0 0 Group II
17272393 9.65 20090601 16.9 10.9 3 Group I
17263538 5.5 20090701 16.125 10.125 3 Group II
17217929 6.05 20090501 15.825 8.825 3 Group II
17243436 6.05 20090501 17.35 10.35 3 Group II
17267741 5.5 20090701 15.425 5.5 3 Group II
17267814 0 0 0 0 Group I
17274435 0 0 0 0 Group I
17274976 5.5 20090701 13.99 7.99 1 Group I
17275013 5.7 20090701 16.3 10.3 1 Group II
17278543 5.5 20090701 13.99 7.99 3 Group II
17278567 0 0 0 0 Group II
17279199 0 0 0 0 Group II
17299120 6.25 20090701 17.49 11.49 1 Group II
17263952 0 0 0 0 Group II
17265902 5.5 20090701 15.138 5.5 1 Group II
17301909 5.5 20090701 16.79 10.79 1 Group II
17279245 5.5 20090701 13.69 7.69 1 Group II
17302625 5.5 20090701 15.2 5.5 1 Group II
17207843 5.5 20120701 16.2 10.2 3 Group II
17217911 6.7 20090401 16 9 3 Group II
17243419 6.05 20090501 16.85 9.85 3 Group II
17265605 5.5 20090601 17.175 5.5 3 Group II
17265601 5.5 20090601 14.75 8.75 3 Group II
LOAN_SEQ HYBRID PREPAY LIEN BALLOON AMORT IO_FLAG
_TERM _TERM1
--------------------------------------------------------------------------------------------------------------------------------
17286850 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17256131 OTH Yes First Lien No 360 NO
17275786 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17272478 OTH Yes First Lien No 360 NO
17217617 2YR Yes First Lien No 360 NO
17256962 OTH Yes First Lien No 360 NO
17267885 OTH Yes First Lien Yes 480 NO
17256565 OTH Yes First Lien Yes 480 NO
17266224 3YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17255409 OTH Yes First Lien No 360 NO
17251641 2YR Yes First Lien No 360 NO
17257150 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17252820 OTH Yes First Lien No 360 NO
17217088 2YR Yes First Lien No 360 NO
17214981 2YR Yes First Lien No 360 NO
17256325 2YR Yes First Lien No 360 NO
17279127 OTH Yes First Lien No 360 NO
17265652 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17263722 OTH Yes First Lien No 360 NO
17278602 2YR Yes First Lien No 360 NO
17244684 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17264317 OTH Yes First Lien No 360 NO
17279641 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17255173 OTH Yes First Lien No 360 NO
17279120 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17244736 2YR Yes First Lien No 360 NO
17264198 OTH Yes First Lien No 360 NO
17247738 2YR Yes First Lien No 360 NO
17264281 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17266401 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17221472 OTH No First Lien No 360 NO
17293730 2YR Yes First Lien No 360 NO
17256514 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17280748 2YR Yes First Lien No 360 NO
17230592 2YR Yes First Lien No 360 NO
17264301 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17264305 2YR Yes First Lien Yes 480 NO
17238532 OTH Yes First Lien No 360 NO
17228573 OTH Yes First Lien No 360 NO
17263560 OTH Yes First Lien No 360 NO
17257097 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17230520 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17297594 2YR Yes First Lien No 360 NO
17279740 OTH Yes First Lien No 240 NO
17217520 2YR Yes First Lien Yes 480 NO
17244014 OTH No First Lien No 360 NO
17231454 2YR No First Lien Yes 600 NO
17221649 OTH Yes First Lien No 360 NO
17214964 2YR Yes First Lien No 360 YES
17256066 OTH No First Lien No 360 NO
17246743 5YR Yes First Lien No 360 NO
17278596 2YR Yes First Lien No 360 NO
17250050 OTH Yes First Lien No 360 NO
17244344 OTH Yes First Lien No 360 NO
17255954 OTH Yes First Lien No 360 NO
17293695 OTH Yes First Lien Yes 480 NO
17257153 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17256012 OTH No First Lien No 360 NO
17265543 2YR No First Lien No 360 NO
17267794 OTH Yes First Lien No 360 NO
17272514 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17257133 2YR No First Lien Yes 480 NO
17246641 OTH Yes First Lien No 360 NO
17224318 OTH Yes First Lien Yes 480 NO
17267744 2YR Yes First Lien No 360 NO
17266054 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17248607 OTH Yes First Lien No 300 NO
17229521 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17272444 OTH No First Lien No 360 NO
17293523 2YR No First Lien No 360 NO
17280728 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17244750 2YR Yes First Lien No 360 NO
17224115 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17255297 OTH Yes First Lien No 360 NO
17275699 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17257154 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17251449 2YR Yes First Lien No 360 YES
17264288 2YR No First Lien No 360 NO
17275023 OTH Yes First Lien No 360 NO
17255200 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17256163 2YR Yes First Lien No 360 NO
17286651 OTH Yes First Lien No 360 NO
17251530 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17243426 3YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17142042 2YR Yes First Lien Yes 480 NO
17256020 2YR No First Lien No 360 NO
17256341 OTH Yes First Lien No 360 NO
17293772 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17264041 OTH Yes First Lien No 360 NO
17204036 2YR Yes First Lien Yes 480 NO
17293660 OTH No First Lien No 360 NO
17265957 OTH Yes First Lien No 360 NO
17245940 OTH Yes First Lien Yes 480 NO
17247879 2YR Yes First Lien Yes 480 NO
17252667 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17257001 2YR Yes First Lien No 360 NO
17264022 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17257030 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17243447 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17228721 OTH No First Lien No 360 NO
17279772 2YR No First Lien No 360 NO
17243418 2YR Yes First Lien No 360 NO
17275712 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17295373 OTH Yes First Lien No 360 NO
17256267 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17257090 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17278546 2YR Yes First Lien Yes 480 NO
17238607 2YR No First Lien No 360 NO
17249953 OTH Yes First Lien No 360 NO
17231307 OTH Yes First Lien No 360 NO
17248449 OTH Yes First Lien No 360 NO
17252601 OTH Yes First Lien No 360 NO
17243079 OTH Yes First Lien No 360 NO
17272467 2YR Yes First Lien No 360 NO
17265677 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17279618 2YR Yes First Lien Yes 480 NO
17259638 2YR No First Lien No 360 YES
17247461 OTH No First Lien Yes 480 NO
17229439 OTH Yes First Lien No 360 NO
17259489 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17267297 OTH Yes First Lien No 360 NO
17252841 2YR Yes First Lien Yes 480 NO
17272263 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17264145 OTH Yes First Lien No 360 NO
17264256 OTH Yes First Lien No 360 NO
17279219 OTH Yes First Lien No 360 NO
17264000 OTH Yes First Lien No 360 NO
17255365 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17248444 OTH No First Lien No 360 NO
17272591 2YR No First Lien No 360 NO
17155701 OTH Yes First Lien No 360 NO
17250241 2YR Yes First Lien No 360 NO
17297560 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17265645 OTH No First Lien No 360 NO
17248439 2YR No First Lien Yes 480 NO
17264253 2YR Yes First Lien Yes 480 NO
17256420 2YR Yes First Lien Yes 480 NO
17267831 OTH Yes First Lien No 360 NO
17263579 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230797 OTH Yes First Lien No 360 NO
17168782 OTH Yes First Lien Yes 600 NO
17286762 OTH No First Lien No 360 NO
17278594 OTH Yes First Lien No 360 NO
17250016 2YR Yes First Lien No 360 NO
17298252 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17229236 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 600 NO
17278588 OTH Yes First Lien No 360 NO
17279814 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17257131 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17293659 OTH No First Lien Yes 600 NO
17279192 2YR No First Lien Yes 480 NO
17280735 2YR Yes First Lien Yes 480 NO
17278406 OTH Yes First Lien No 360 NO
17152568 OTH Yes First Lien No 360 NO
17266240 OTH Yes First Lien No 360 NO
17280067 OTH Yes First Lien No 360 NO
17264076 OTH Yes First Lien Yes 480 NO
17279183 OTH No First Lien No 360 NO
17274446 OTH Yes First Lien Yes 480 NO
17267797 OTH Yes First Lien No 360 NO
17298943 2YR Yes First Lien No 360 NO
17256134 2YR Yes First Lien No 360 NO
17257076 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17257134 OTH No First Lien No 360 NO
17244628 OTH Yes First Lien Yes 480 NO
17267304 OTH No First Lien Yes 480 NO
17279776 2YR Yes First Lien Yes 600 NO
17275646 OTH No First Lien No 360 NO
17264032 OTH Yes First Lien Yes 600 NO
17255215 2YR Yes First Lien Yes 480 NO
17279741 2YR No First Lien Yes 480 NO
17272549 OTH No First Lien No 360 NO
17275709 OTH Yes First Lien No 360 NO
17264282 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17265596 2YR Yes First Lien Yes 480 NO
17280747 OTH No First Lien Yes 480 NO
17295361 2YR No First Lien Yes 480 NO
17275541 2YR No First Lien Yes 600 NO
17267842 OTH No First Lien No 240 NO
17266455 OTH No First Lien Yes 600 NO
17265937 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17252848 OTH Yes First Lien Yes 600 NO
17252910 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17263593 2YR Yes First Lien Yes 600 NO
17228901 2YR No First Lien No 360 NO
17263993 OTH Yes First Lien Yes 480 NO
17295425 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17217912 2YR Yes First Lien No 360 NO
17252876 OTH Yes First Lien No 360 NO
17297519 OTH Yes First Lien No 180 NO
17255416 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17264247 OTH No First Lien No 360 NO
17272593 OTH No First Lien No 360 NO
17180227 2YR No First Lien No 360 NO
17265631 2YR Yes First Lien No 360 NO
17224284 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17246121 2YR Yes First Lien Yes 480 NO
17255395 2YR No First Lien No 360 NO
17278645 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17252577 OTH No First Lien No 360 NO
17275757 OTH No First Lien No 360 NO
17256507 OTH No First Lien Yes 480 NO
17265712 2YR Yes First Lien No 360 NO
17243429 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17264283 2YR Yes First Lien Yes 600 NO
17265657 2YR No First Lien Yes 480 NO
17286799 2YR No First Lien Yes 480 NO
17275025 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17246050 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17263643 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 600 NO
17217481 2YR Yes First Lien No 360 NO
17275766 OTH Yes First Lien No 360 NO
17251421 2YR Yes First Lien Yes 480 NO
17266048 2YR Yes First Lien No 360 NO
17247744 2YR Yes First Lien Yes 600 NO
17230676 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17280697 2YR Yes First Lien Yes 480 NO
17275559 OTH Yes First Lien No 180 NO
17279750 OTH Yes First Lien No 360 NO
17219377 2YR Yes First Lien No 360 NO
17266437 OTH Yes First Lien No 360 NO
17259736 OTH Yes First Lien No 360 NO
17256439 2YR Yes First Lien Yes 480 NO
17278579 OTH No First Lien No 360 NO
17274961 OTH Yes First Lien No 360 NO
17259746 OTH Yes First Lien No 360 NO
17264167 2YR Yes First Lien No 360 NO
17256402 2YR Yes First Lien Yes 600 NO
17247753 2YR Yes First Lien No 360 NO
17265680 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17246872 OTH Yes First Lien No 360 NO
17242970 2YR Yes First Lien No 360 NO
17266418 OTH Yes First Lien Yes 480 NO
17250030 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17298246 2YR Yes First Lien No 360 NO
17251532 2YR Yes First Lien No 360 NO
17250092 2YR Yes First Lien No 360 NO
17257025 OTH Yes First Lien Yes 480 NO
17255468 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17243795 2YR Yes First Lien Yes 480 NO
17266272 2YR No First Lien No 360 NO
17231491 OTH Yes First Lien No 360 NO
17265667 OTH Yes First Lien No 360 NO
17265969 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17279096 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17274937 2YR No First Lien No 360 NO
17293630 2YR Yes First Lien No 360 NO
17259765 2YR Yes First Lien No 360 NO
17263975 OTH Yes First Lien No 360 NO
17265687 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17280730 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 120 NO
17272484 OTH Yes First Lien Yes 480 NO
17264276 2YR Yes First Lien Yes 480 NO
17272562 OTH No First Lien No 360 NO
17274954 2YR Yes First Lien Yes 480 NO
17272262 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17256419 OTH Yes First Lien No 360 NO
17256431 2YR Yes First Lien No 360 NO
17229240 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17279766 OTH No First Lien No 360 NO
17252832 OTH Yes First Lien No 360 NO
17256421 2YR Yes First Lien Yes 480 NO
17272581 OTH No First Lien Yes 480 NO
17259734 OTH No First Lien No 360 NO
17251504 OTH No First Lien No 360 NO
17279757 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 180 NO
17263717 OTH No First Lien Yes 480 NO
17265654 2YR Yes First Lien No 360 NO
17279695 2YR Yes First Lien No 360 NO
17266387 2YR Yes First Lien No 360 NO
17252798 2YR Yes First Lien No 360 NO
17279816 2YR Yes First Lien Yes 480 NO
17259650 2YR Yes First Lien No 360 NO
17255289 2YR Yes First Lien No 360 NO
17278660 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17219432 OTH Yes First Lien Yes 480 NO
17298374 OTH Yes First Lien No 360 NO
17256534 OTH Yes First Lien No 360 YES
17279137 OTH No First Lien Yes 480 NO
17279176 2YR Yes First Lien Yes 480 NO
17259557 2YR Yes First Lien Yes 480 NO
17259599 2YR Yes First Lien No 360 NO
17263502 2YR Yes First Lien No 360 NO
17272512 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17279737 2YR No First Lien No 360 NO
17256059 OTH Yes First Lien Yes 600 NO
17295258 2YR Yes First Lien Yes 480 NO
17246787 OTH Yes First Lien No 360 NO
17267857 2YR Yes First Lien No 360 NO
17266012 2YR Yes First Lien No 360 NO
17251685 2YR Yes First Lien Yes 480 NO
17275001 2YR Yes First Lien No 360 NO
17286740 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17244687 2YR No First Lien No 360 NO
17252794 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17295409 2YR Yes First Lien No 360 NO
17264258 2YR Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
17217563 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17279187 OTH Yes First Lien No 360 NO
17228773 2YR Yes First Lien Yes 600 NO
17265567 OTH Yes First Lien Yes 480 NO
17298245 OTH No First Lien No 360 NO
17279156 OTH No First Lien No 180 NO
17286854 OTH No First Lien No 360 NO
17267251 2YR Yes First Lien Yes 480 NO
17264243 OTH No First Lien Yes 480 NO
17243734 OTH No First Lien No 360 NO
17266043 OTH No First Lien No 360 NO
17280700 2YR Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
17256537 2YR No First Lien No 360 NO
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17275773 OTH Yes First Lien No 360 NO
17256195 2YR Yes First Lien No 360 NO
17264312 OTH Yes First Lien No 360 NO
17265685 2YR Yes First Lien Yes 480 NO
17238559 2YR No First Lien Yes 480 NO
17265649 2YR No First Lien No 360 NO
17155770 OTH Yes First Lien Yes 480 NO
17278593 OTH No First Lien No 360 NO
17256408 OTH No First Lien No 240 NO
17230713 2YR Yes First Lien Yes 600 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17219371 2YR Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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17279822 OTH Yes First Lien No 360 YES
17274950 2YR Yes First Lien No 360 NO
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17259604 OTH Yes First Lien No 360 NO
17224002 2YR Yes First Lien Yes 480 NO
17264015 2YR Yes First Lien Yes 480 NO
17267867 2YR Yes First Lien Yes 480 NO
17272576 OTH No First Lien Yes 600 NO
17279594 2YR No First Lien Yes 480 NO
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17244024 OTH Yes First Lien No 360 NO
17259770 2YR Yes First Lien Yes 600 NO
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00000000 XXX Xx First Lien No 360 NO
17255233 OTH Yes First Lien No 360 NO
17248490 2YR Yes First Lien Yes 480 NO
17293638 OTH Yes First Lien No 360 NO
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17251690 2YR No First Lien Yes 480 NO
17246020 2YR No First Lien No 360 NO
17295363 2YR Yes First Lien Yes 480 NO
17272541 2YR Yes First Lien No 360 NO
17246914 OTH Yes First Lien No 360 NO
17217914 2YR Yes First Lien No 360 NO
17278576 2YR Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 480 NO
17257125 OTH No First Lien Yes 480 NO
17251647 2YR Yes First Lien Yes 480 NO
17265520 OTH No First Lien No 360 NO
17275029 2YR No First Lien Yes 480 NO
17230806 2YR No First Lien Yes 600 NO
17265994 OTH Yes First Lien Yes 480 NO
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17255411 2YR Yes First Lien No 360 NO
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17298953 2YR Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
17257013 2YR Yes First Lien No 360 NO
17267849 OTH Yes First Lien Yes 480 NO
17293752 2YR Yes First Lien Yes 480 NO
17274888 2YR Yes First Lien No 360 NO
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17272319 2YR No First Lien Yes 480 NO
17272547 OTH Yes First Lien No 360 NO
17247846 2YR Yes First Lien No 360 NO
17266000 OTH Yes First Lien Yes 600 NO
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17246095 2YR No First Lien No 360 NO
17252769 2YR Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
17274912 OTH No First Lien No 360 NO
17243992 2YR No First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 YES
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17275704 OTH Yes First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 480 NO
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17255997 2YR Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 XXX Xx First Lien Yes 480 NO
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17293665 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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17265704 2YR No First Lien No 360 NO
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17238502 OTH Yes First Lien Yes 480 NO
17274987 2YR Yes First Lien Yes 480 NO
17297491 2YR Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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17275717 OTH Yes First Lien No 360 NO
17230184 OTH Yes First Lien No 360 NO
17251634 OTH Yes First Lien Yes 480 NO
17274928 2YR No First Lien No 360 NO
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17264039 OTH Yes First Lien No 360 NO
17230082 OTH Yes First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 600 NO
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17263578 2YR No First Lien No 360 NO
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17272454 2YR No First Lien No 360 NO
17256424 2YR Yes First Lien Yes 480 NO
17265713 2YR Yes First Lien No 360 NO
17252710 2YR Yes First Lien Yes 480 NO
17265943 OTH Yes First Lien Yes 600 NO
17255344 2YR No First Lien Yes 480 NO
17256497 OTH Yes First Lien No 360 NO
17265666 2YR Yes First Lien No 360 NO
17255537 2YR Yes First Lien Yes 480 NO
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17267806 2YR No First Lien Yes 480 NO
17266276 2YR Yes First Lien No 360 NO
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17298338 OTH No First Lien Yes 600 NO
17266053 2YR Yes First Lien Yes 480 NO
17295438 OTH Yes First Lien Yes 480 NO
17279739 2YR No First Lien Yes 600 NO
17274966 2YR Yes First Lien Yes 480 NO
17244564 2YR Yes First Lien Yes 480 NO
17266223 OTH Yes First Lien No 360 NO
17286873 2YR Yes First Lien No 360 YES
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 XXX Xx First Lien No 360 NO
17295436 2YR Yes First Lien Yes 480 NO
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17264291 3YR No First Lien No 360 NO
17263537 OTH Yes First Lien No 360 NO
17299137 2YR Yes First Lien Yes 600 NO
17286826 OTH No First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
17299710 OTH Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 480 NO
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00000000 XXX Xx First Lien Yes 600 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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17272546 2YR No First Lien Yes 480 NO
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00000000 XXX Xx First Lien Yes 600 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 600 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
17256190 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
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17256516 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17293726 OTH Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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17278610 OTH Yes First Lien No 360 NO
17279098 2YR Yes First Lien No 360 NO
17272485 OTH Yes First Lien Yes 480 NO
17266402 2YR No First Lien Yes 600 NO
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17267774 2YR Yes First Lien Yes 600 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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17265862 OTH No First Lien No 360 NO
17255368 2YR No First Lien No 360 NO
17286840 2YR Yes First Lien Yes 480 NO
17299740 OTH No First Lien Yes 480 NO
17264306 2YR Yes First Lien Yes 600 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17245946 2YR Yes First Lien No 360 NO
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17265563 2YR Yes First Lien Yes 600 NO
17256142 OTH Yes First Lien Yes 480 NO
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00000000 XXX Xx First Lien Yes 600 NO
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00000000 0XX Xx First Lien No 360 NO
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17267855 OTH Yes First Lien Yes 600 NO
17242956 2YR Yes First Lien Yes 480 NO
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17279166 OTH Yes First Lien No 360 YES
17266493 2YR No First Lien No 360 NO
17275022 2YR Yes First Lien Yes 480 NO
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17218617 2YR Yes First Lien Yes 480 NO
17257091 OTH Yes First Lien Yes 600 NO
17247880 2YR No First Lien Yes 480 NO
17265716 2YR No First Lien Yes 480 NO
17256080 2YR Yes First Lien No 360 NO
17297640 OTH Yes First Lien Yes 480 NO
17275764 OTH Yes First Lien No 360 NO
17275690 OTH Yes First Lien No 360 NO
17274898 OTH Yes First Lien Yes 600 NO
17264292 OTH Yes First Lien No 360 NO
17256499 OTH Yes First Lien No 240 NO
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17255313 2YR Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17286847 2YR No First Lien Yes 480 NO
17275783 OTH Yes First Lien Yes 600 NO
17272577 2YR No First Lien Yes 480 NO
17252811 2YR Yes First Lien Yes 480 NO
17251766 2YR Yes First Lien Yes 600 NO
17279202 2YR No First Lien Yes 480 NO
17286822 2YR Yes First Lien Yes 600 NO
17221868 OTH Yes First Lien No 360 NO
17264296 2YR Yes First Lien Yes 480 NO
17265640 2YR Yes First Lien Yes 480 NO
17244697 2YR Yes First Lien No 360 NO
17265828 2YR Yes First Lien Yes 600 NO
17250143 2YR Yes First Lien Yes 600 NO
17218741 3YR No First Lien Yes 480 NO
17274943 3YR Yes First Lien Yes 480 NO
17226553 2YR Yes First Lien Yes 480 NO
17242969 2YR Yes First Lien Yes 480 NO
17256483 2YR No First Lien Yes 480 NO
17229130 2YR Yes First Lien Yes 480 NO
17272326 3YR Yes First Lien No 360 YES
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17256054 2YR Yes First Lien Yes 480 NO
17275767 OTH Yes First Lien Yes 480 NO
17263575 OTH Yes First Lien Yes 480 NO
17257160 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17248571 OTH Yes First Lien Yes 480 NO
17265702 2YR Yes First Lien Yes 480 NO
17244716 2YR No First Lien Yes 480 NO
17250216 OTH Yes First Lien Yes 600 NO
17259690 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17279815 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17275664 2YR No First Lien No 360 NO
17256559 2YR Yes First Lien Yes 480 NO
17263977 OTH No First Lien No 360 NO
17243791 2YR Yes First Lien Yes 480 NO
17252854 2YR No First Lien Yes 480 NO
17250147 2YR Yes First Lien Yes 480 NO
17255221 2YR Yes First Lien No 360 NO
17202596 2YR Yes First Lien Yes 480 NO
17278564 2YR Yes First Lien Yes 600 NO
17279799 OTH Yes First Lien Yes 600 NO
17264134 2YR Yes First Lien No 360 NO
17299093 2YR Yes First Lien Yes 600 NO
17214200 2YR Yes Xxxxx Xxxx Xx 000 XX
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00000000 0XX Xx First Lien Yes 480 NO
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17247797 2YR Yes First Lien No 360 NO
17230815 2YR Yes First Lien No 360 NO
17244627 OTH Yes First Lien No 360 NO
17272585 OTH Yes First Lien Yes 480 NO
17256580 2YR No First Lien Yes 600 NO
17251525 2YR Yes First Lien Yes 600 NO
17250192 2YR Yes First Lien Yes 480 NO
17244361 OTH Yes First Lien No 360 NO
17279078 2YR Yes First Lien Yes 600 NO
17280808 2YR No First Lien No 360 NO
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17275635 2YR Yes First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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17250195 2YR No First Lien No 360 NO
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17297632 OTH Yes First Lien Yes 600 NO
17265661 2YR Yes First Lien Yes 600 NO
17252879 2YR Yes First Lien No 360 NO
17256481 2YR Yes First Lien Yes 480 NO
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17246746 2YR Yes First Lien Yes 600 NO
17297627 OTH Yes First Lien No 360 NO
17255226 2YR Yes First Lien Yes 600 NO
17242951 OTH Yes First Lien Yes 480 NO
17251718 2YR No First Lien No 360 NO
17299161 2YR Yes First Lien Yes 600 NO
17302405 OTH Yes First Lien Yes 480 NO
17226533 2YR Yes First Lien Yes 600 NO
17278968 2YR Yes First Lien Yes 480 NO
17246125 2YR Yes First Lien Yes 600 NO
17250156 2YR Yes First Lien Yes 600 NO
17065931 2YR Yes First Lien Yes 480 NO
17267846 OTH No First Lien No 360 NO
17263600 OTH Yes First Lien No 360 NO
17243410 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17272497 OTH Yes First Lien Yes 600 NO
17279240 OTH Yes First Lien No 360 NO
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17278557 2YR Yes First Lien Yes 480 NO
17264232 2YR No First Lien Yes 480 NO
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17246854 2YR No First Lien Yes 480 NO
17035778 2YR Yes First Lien Yes 480 NO
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17246808 2YR No First Lien Yes 600 NO
17266017 OTH Yes First Lien No 360 NO
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17266006 OTH Yes First Lien Yes 600 NO
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17275777 OTH Yes First Lien Yes 480 NO
17247838 OTH Yes First Lien No 360 NO
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17264233 2YR No First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 600 NO
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17297215 OTH Yes First Lien No 360 NO
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17246842 OTH Yes First Lien Yes 480 NO
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17298360 OTH Yes First Lien Yes 600 NO
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17266461 2YR Yes First Lien Yes 600 NO
17279116 OTH Yes First Lien Yes 600 NO
17299080 OTH Yes First Lien No 360 NO
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17267890 2YR Yes First Lien No 360 NO
17244670 OTH Yes First Lien No 360 NO
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17248589 2YR No First Lien Yes 600 NO
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17267828 OTH Yes First Lien No 360 NO
17272542 2YR Yes First Lien Yes 600 NO
17274911 OTH Yes First Lien Yes 480 NO
17266423 OTH Yes First Lien Yes 600 NO
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17286800 2YR Yes First Lien Yes 600 NO
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00000000 XXX Xx First Lien Yes 480 NO
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17293629 OTH Yes First Lien No 360 YES
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00000000 0XX Xx First Lien No 360 NO
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17243775 2YR Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 600 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 600 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 XXX Xx First Lien No 360 NO
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17226318 2YR No First Lien No 360 NO
17243017 2YR Yes First Lien No 360 NO
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17238619 2YR Yes First Lien No 360 NO
17214341 2YR Yes First Lien Yes 480 NO
17255381 OTH No First Lien No 360 NO
17219299 2YR Yes First Lien Yes 480 NO
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17246960 2YR No First Lien Yes 600 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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17229210 2YR No First Lien Yes 480 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 YES
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 600 NO
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00000000 0XX Xx First Lien Yes 600 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17255296 2YR Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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17244631 2YR Yes First Lien Yes 480 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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17219378 2YR Yes First Lien No 360 YES
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 600 NO
17229213 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17228890 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
17219411 2YR Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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17224383 2YR Yes First Lien Yes 600 NO
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17182616 OTH No First Lien No 360 NO
17242981 2YR Yes First Lien Yes 480 NO
17214279 2YR Yes First Lien No 360 NO
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17230183 OTH Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17219334 OTH Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 240 NO
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00000000 XXX Xx First Lien No 360 NO
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17244571 OTH Yes First Lien No 180 NO
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00000000 0XX Xx First Lien No 360 NO
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17244581 2YR Yes First Lien Yes 480 NO
17238658 2YR No First Lien No 360 NO
17224397 OTH Yes First Lien No 360 NO
17256535 2YR Yes First Lien No 360 NO
17238652 2YR Yes First Lien Yes 480 NO
17207790 OTH Yes First Lien Yes 600 NO
17151424 2YR No First Lien Yes 480 NO
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17216915 2YR Yes First Lien No 360 NO
17231626 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
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17219493 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
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17214941 2YR Yes First Lien Yes 480 NO
17245799 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 600 NO
17243041 OTH Yes First Lien No 360 NO
17226391 OTH Yes First Lien No 360 NO
17219190 2YR Yes First Lien No 360 NO
17226623 OTH Yes First Lien Yes 480 NO
17238496 2YR Yes First Lien Yes 480 NO
17246012 OTH No First Lien No 360 NO
17226303 2YR No First Lien No 360 NO
17247747 2YR Yes First Lien Yes 480 NO
17224258 OTH Yes First Lien No 360 NO
17208258 2YR Yes First Lien No 360 NO
17230794 2YR Yes First Lien Yes 480 NO
17224280 2YR Yes First Lien Yes 480 NO
17215314 2YR Yes First Lien Yes 600 NO
17214124 OTH Yes First Lien No 360 NO
17259751 OTH Yes First Lien No 360 NO
17256561 2YR Yes First Lien No 360 NO
17238648 2YR Yes First Lien Yes 480 NO
17221626 2YR Yes First Lien Yes 480 NO
17215308 OTH No First Lien No 360 NO
17156227 3YR Yes First Lien No 360 YES
17159950 2YR Yes First Lien Yes 480 NO
17231175 2YR Yes First Lien No 360 NO
17226341 2YR Yes First Lien Yes 480 NO
17217921 2YR No First Lien No 360 NO
17217491 OTH Yes First Lien Yes 480 NO
17246868 2YR Yes First Lien No 360 NO
17243427 2YR Yes First Lien No 360 NO
17148568 3YR Yes First Lien No 360 NO
17015143 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17217919 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17228770 2YR Yes First Lien No 360 NO
17243785 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17245949 2YR Yes First Lien No 360 NO
17219478 2YR Yes First Lien Yes 480 NO
17246053 OTH No First Lien No 360 NO
17252765 OTH No First Lien Yes 480 NO
17259464 OTH No First Lien No 360 NO
17215375 OTH No First Lien No 360 NO
17248461 2YR Xx Xxxxx Xxxx Xx 000 XX
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17243827 OTH No First Lien Yes 480 NO
17201912 3YR Yes First Lien No 360 NO
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17203833 2YR No First Lien No 360 NO
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17218762 2YR Yes First Lien Yes 480 NO
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17230800 2YR Yes First Lien No 360 NO
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17182680 OTH Yes First Lien Yes 480 NO
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17231625 OTH Yes First Lien No 360 NO
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17221740 OTH Yes First Lien No 360 NO
17215365 OTH Yes First Lien No 360 YES
17247881 OTH No First Lien No 360 NO
17252719 2YR Yes First Lien Yes 480 NO
17256441 OTH No First Lien No 360 NO
17247792 2YR Yes First Lien No 360 NO
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17255245 2YR Yes First Lien No 360 NO
17205696 OTH Yes First Lien No 360 NO
17243448 2YR Yes First Lien No 360 NO
17230098 OTH Yes First Lien No 360 NO
17255427 3YR Yes First Lien Yes 600 NO
17244363 OTH No First Lien No 240 NO
17215345 OTH Yes First Lien No 360 NO
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17245977 OTH Yes First Lien No 360 NO
17224314 2YR Yes First Lien No 360 NO
17181793 OTH Yes First Lien No 360 YES
17255424 2YR No First Lien Yes 600 NO
17246001 2YR Yes First Lien No 360 NO
17230813 2YR Yes First Lien No 360 NO
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17248533 OTH No First Lien Yes 480 NO
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17256141 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 YES
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17250165 2YR Yes First Lien Yes 600 NO
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17221614 2YR Yes First Lien No 360 NO
17246950 OTH Yes First Lien No 360 NO
17228713 2YR Yes First Lien Yes 600 NO
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17246057 2YR No First Lien Yes 480 NO
17238554 2YR No First Lien Yes 480 NO
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17243431 2YR Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17215100 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
17247785 2YR No First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17238555 2YR Yes First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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17217935 OTH No First Lien No 360 NO
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17217007 2YR Yes First Lien No 360 NO
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17216863 2YR Yes First Lien No 360 NO
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17231662 2YR Yes First Lien No 360 NO
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17243749 2YR Yes First Lien Yes 480 NO
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17231583 OTH Yes First Lien Yes 600 NO
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17229270 OTH Yes First Lien No 360 NO
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17246052 OTH Yes First Lien Yes 600 NO
17252628 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
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17248470 2YR No First Lien Yes 600 NO
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00000000 0XX Xx First Lien Yes 480 NO
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00000000 0XX Xx First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 YES
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00000000 XXX Xx First Lien No 360 NO
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17231655 OTH Yes First Lien No 360 NO
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17246903 2YR No First Lien Yes 480 NO
17208060 2YR No First Lien Yes 600 NO
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17217933 OTH Yes First Lien No 360 NO
17175468 2YR Yes First Lien Yes 480 NO
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17252809 2YR Yes First Lien No 360 NO
17246699 2YR Yes First Lien Yes 600 NO
17229254 2YR Yes First Lien No 360 YES
17224271 OTH No First Lien No 360 NO
17244450 OTH Yes First Lien No 360 NO
17231610 OTH Yes First Lien No 360 NO
17231537 2YR Yes First Lien No 360 NO
17256204 2YR Yes First Lien No 360 NO
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17218677 OTH Yes First Lien No 360 NO
17216625 OTH Yes First Lien No 360 NO
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00000000 0XX Xx First Lien No 360 NO
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17231515 OTH Yes First Lien Yes 480 NO
17255337 OTH Yes First Lien No 360 NO
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00000000 XXX Xx First Lien No 360 NO
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17256150 OTH No First Lien No 360 NO
17255408 2YR Yes First Lien No 360 NO
17219387 2YR Yes First Lien No 360 NO
17244732 2YR Yes First Lien No 360 NO
17231560 2YR Yes First Lien No 360 NO
17217609 OTH Yes First Lien Yes 600 NO
17208138 2YR Yes First Lien No 360 YES
17244598 OTH Yes First Lien No 360 NO
17219291 2YR Yes First Lien Yes 480 NO
17255484 OTH Yes First Lien Yes 600 NO
17214206 OTH Yes First Lien Yes 480 NO
17218613 2YR Yes First Lien No 360 NO
17219174 OTH Yes First Lien No 180 NO
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17244688 2YR Yes First Lien No 360 NO
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17231517 3YR Yes First Lien Yes 600 NO
17231532 OTH No First Lien No 360 NO
17231633 2YR Yes First Lien Yes 480 NO
17242807 5YR Yes First Lien No 360 YES
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00000000 0XX Xx First Lien Yes 480 NO
17155407 OTH No First Lien No 360 NO
17224302 2YR Yes First Lien No 360 NO
17244601 OTH Yes First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 600 NO
17230149 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17204166 2YR Yes First Lien Yes 480 NO
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17215409 2YR Yes First Lien No 360 NO
17256542 2YR Yes First Lien No 360 NO
17246891 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17246865 2YR No First Lien No 360 NO
17219412 2YR Yes First Lien Yes 480 NO
17035716 OTH Yes First Lien Yes 480 NO
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17230180 2YR Yes First Lien Yes 600 NO
17243413 3YR Yes First Lien No 360 NO
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00000000 XXX Xx First Lien Yes 480 NO
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17166750 2YR Yes First Lien No 360 NO
17250196 2YR Yes First Lien No 360 NO
17181933 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
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00000000 0XX Xx First Lien Yes 480 NO
17228867 OTH Yes First Lien Yes 600 NO
17215366 OTH No First Lien No 360 NO
17205915 OTH Yes First Lien Yes 600 NO
17221759 2YR Yes First Lien Yes 480 NO
17246901 OTH Yes First Lien No 360 NO
17238732 2YR Yes First Lien Yes 480 NO
17243832 2YR Yes First Lien No 360 NO
17078643 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17238497 2YR Yes First Lien Yes 480 NO
17230764 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 600 NO
17228734 OTH Yes First Lien No 360 NO
17256403 2YR Yes First Lien No 360 NO
17156246 OTH Yes Second Lien No 360 NO
17244554 2YR Yes First Lien Yes 480 NO
17252883 2YR Yes First Lien Yes 480 NO
17248536 2YR No First Lien No 360 NO
17218885 2YR Yes First Lien Yes 480 NO
17171391 5YR No First Lien No 360 NO
17228766 2YR Yes First Lien No 360 NO
17229177 OTH Yes First Lien Yes 480 NO
17231561 2YR No First Lien No 360 NO
17229131 2YR Yes First Lien No 360 NO
17221610 2YR Yes First Lien Yes 480 NO
17255403 2YR Yes First Lien Yes 480 NO
17216946 2YR Yes First Lien No 360 NO
17055604 2YR Yes First Lien Yes 480 NO
17208002 2YR Yes First Lien No 360 NO
17226345 OTH Yes First Lien Yes 480 NO
17259454 OTH Yes First Lien No 360 NO
17248615 OTH Yes First Lien No 360 NO
17248535 2YR Yes First Lien Yes 600 NO
17219461 2YR Yes First Lien No 360 NO
17181797 OTH Yes First Lien No 360 NO
17245919 2YR Yes First Lien Yes 480 NO
17247749 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17218662 2YR Yes First Lien Yes 600 NO
17228576 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17228835 2YR Yes First Lien Yes 480 NO
17246532 5YR Yes First Lien No 360 YES
17256593 2YR No First Lien No 360 NO
17224260 2YR Yes First Lien No 360 NO
17246843 2YR Yes First Lien Yes 480 NO
17203790 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17246646 5YR No First Lien No 360 YES
17243839 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17256107 2YR Yes First Lien No 360 NO
17259682 OTH Yes First Lien No 360 NO
17224350 2YR Yes First Lien Yes 600 NO
17255306 2YR No First Lien Yes 480 NO
17257054 OTH Yes First Lien No 360 NO
17247849 2YR Yes First Lien No 360 YES
17226261 2YR Yes First Lien No 360 NO
17246870 OTH Yes First Lien Yes 480 NO
17175077 OTH Yes First Lien Yes 480 NO
17230241 3YR Yes First Lien Yes 480 NO
17257145 2YR Yes First Lien No 360 NO
17203514 OTH Yes First Lien Yes 480 NO
17221462 2YR Yes First Lien No 360 NO
17168639 5YR Yes First Lien No 360 YES
17231617 2YR No First Lien Yes 480 NO
17230102 2YR No First Lien Yes 480 NO
17203659 5YR Yes First Lien No 360 YES
17217495 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17229132 2YR Yes First Lien No 360 NO
17251657 OTH Yes First Lien Yes 480 NO
17230734 OTH No First Lien No 360 NO
17246101 OTH Yes First Lien Yes 480 NO
17243823 3YR No First Lien No 360 NO
17229180 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17244625 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17229128 OTH Yes First Lien Yes 480 NO
17219321 2YR Yes First Lien No 360 NO
17221675 OTH Yes First Lien No 360 NO
17156034 OTH Yes Second Lien No 360 NO
17255443 2YR Yes First Lien Yes 480 NO
17252799 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17207239 2YR Yes First Lien No 360 YES
17214907 2YR Yes First Lien Yes 480 NO
17245971 OTH Yes First Lien No 360 NO
17250043 OTH Yes First Lien Yes 600 NO
17244640 2YR Yes First Lien No 360 NO
17156023 OTH Yes First Lien No 360 NO
17247760 2YR Yes First Lien Yes 600 NO
17246133 2YR Yes First Lien Yes 600 NO
17154366 3YR Yes First Lien No 360 NO
17146115 OTH Yes First Lien No 360 NO
17221678 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17238598 2YR Yes First Lien Yes 600 NO
17217724 2YR Yes First Lien No 360 NO
17217484 2YR Yes First Lien Yes 480 NO
17251596 2YR Yes First Lien No 360 NO
17202193 OTH Yes First Lien No 360 NO
17230113 2YR Yes First Lien Yes 480 NO
17244637 3YR Yes First Lien No 360 YES
17256576 OTH Yes First Lien No 360 NO
17228872 2YR Yes First Lien Yes 600 NO
17167186 2YR Yes First Lien No 360 NO
17215338 OTH Yes First Lien Yes 480 NO
17215331 2YR Yes First Lien No 360 NO
17259608 2YR Yes First Lien No 360 NO
17246889 OTH Yes First Lien Yes 480 NO
17243070 3YR No First Lien Yes 480 NO
17224504 2YR No First Lien No 360 NO
17244620 2YR Yes First Lien No 360 NO
17181794 2YR Yes First Lien No 360 NO
17251746 2YR Yes First Lien No 360 YES
17244669 OTH No First Lien No 360 NO
17230552 OTH Yes First Lien No 360 NO
17244085 2YR Yes First Lien Yes 480 NO
17231494 2YR Yes First Lien Yes 480 NO
17217499 OTH Yes First Lien No 360 NO
17217486 OTH Yes First Lien Yes 600 NO
17231502 2YR Yes First Lien No 360 NO
17214371 2YR Yes First Lien No 360 NO
17247725 2YR Yes First Lien Yes 480 NO
17259659 2YR No First Lien No 360 NO
17242953 OTH Yes First Lien Yes 480 NO
17243107 2YR Yes First Lien No 360 NO
17166808 2YR Yes First Lien Yes 480 NO
17217582 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17248596 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17207249 2YR Yes First Lien Yes 480 NO
17248530 OTH No First Lien No 360 NO
17221738 OTH No First Lien No 360 NO
17255346 2YR Yes First Lien Yes 600 NO
17243040 2YR Yes First Lien No 360 NO
17218569 2YR Yes First Lien Yes 480 NO
17226313 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17207865 2YR Yes First Lien No 360 NO
17038534 2YR Yes First Lien Yes 480 NO
17217932 OTH Yes First Lien No 360 NO
17226285 2YR Yes First Lien No 360 YES
17245928 2YR Yes First Lien Yes 480 NO
17243062 2YR Yes First Lien No 360 YES
17248622 OTH Yes First Lien No 360 NO
17200828 2YR Yes First Lien Yes 480 NO
17214686 OTH Yes First Lien No 360 YES
17201585 2YR No First Lien No 360 NO
17256898 2YR Yes First Lien Yes 600 NO
17256508 OTH Yes First Lien No 360 NO
17221760 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17166698 2YR Yes First Lien Yes 480 NO
17160341 5YR No First Lien No 360 YES
17213965 5YR No First Lien No 360 YES
17172452 OTH No First Lien No 360 NO
17156056 OTH No First Lien No 360 NO
17238609 OTH No First Lien No 360 NO
17257157 2YR Yes First Lien Yes 480 NO
17257123 3YR Yes First Lien Yes 480 NO
17217938 2YR Yes First Lien No 360 NO
17224297 2YR Yes First Lien No 360 NO
17243840 OTH Yes First Lien No 360 NO
17252819 2YR Yes First Lien Yes 480 NO
17238493 2YR No First Lien No 360 NO
17214951 2YR Yes First Lien Yes 600 NO
17244446 2YR Yes First Lien No 360 YES
17250068 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17218674 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17264007 OTH No First Lien No 360 NO
17160018 2YR No First Lien Yes 480 NO
17214126 OTH No First Lien No 360 NO
17229252 OTH No First Lien No 360 NO
17243754 2YR Yes First Lien No 360 NO
17243125 3YR Yes First Lien No 360 NO
17218788 2YR Yes First Lien No 360 NO
17250117 2YR Yes First Lien No 360 NO
17252873 2YR Yes First Lien No 360 NO
17251706 2YR Yes First Lien Yes 600 NO
17205934 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17264182 OTH No First Lien No 360 NO
17229268 2YR No First Lien No 360 NO
17250151 2YR Yes First Lien Yes 600 NO
17203719 2YR Yes First Lien Yes 480 NO
17255257 2YR Yes First Lien No 360 YES
17181857 OTH No First Lien No 360 NO
17255377 2YR Yes First Lien Yes 480 NO
17217565 OTH Yes First Lien No 360 YES
17228865 2YR Yes First Lien No 360 NO
17242964 OTH Yes First Lien No 360 NO
17218642 2YR Yes First Lien No 360 NO
17231552 2YR Yes First Lien Yes 480 NO
17088978 5YR No First Lien No 360 NO
17251513 2YR Yes First Lien Yes 480 NO
17172311 OTH Yes First Lien No 360 NO
17250080 OTH Yes First Lien No 360 NO
17256435 OTH Yes First Lien No 360 NO
17219409 2YR Yes First Lien Yes 600 NO
17171556 3YR Yes First Lien Yes 480 NO
17156030 OTH Yes First Lien No 360 NO
17221666 2YR Yes First Lien No 360 NO
17246019 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17238627 2YR Yes First Lien Yes 480 NO
17243764 2YR Yes First Lien No 360 NO
17228830 OTH Yes First Lien No 360 YES
17128592 5YR No First Lien No 360 YES
17171540 5YR Yes First Lien No 360 YES
17226340 2YR No First Lien No 360 NO
17238547 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17246725 OTH No First Lien No 360 NO
17224068 OTH Yes First Lien No 360 NO
17245729 OTH Yes First Lien No 360 YES
17226540 3YR Yes First Lien No 360 NO
17238574 2YR Yes First Lien Yes 480 NO
17219288 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17202036 2YR Yes First Lien Yes 480 NO
17231668 OTH Yes First Lien Yes 600 NO
17231557 2YR No First Lien Yes 480 NO
17200781 2YR Yes First Lien No 360 NO
17228919 2YR Yes First Lien No 360 NO
17250215 2YR Yes First Lien No 360 NO
17243154 2YR Yes First Lien No 360 NO
17221780 OTH Yes First Lien Yes 600 NO
17207980 2YR Yes First Lien Yes 480 NO
17216887 OTH Yes First Lien No 360 NO
17250112 OTH Yes First Lien Yes 480 NO
17256051 2YR Yes First Lien No 360 NO
17155655 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17238544 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17256555 2YR Yes First Lien Yes 600 NO
17231520 2YR Yes First Lien No 360 NO
17256208 OTH Yes First Lien No 360 NO
17247896 2YR Yes First Lien Yes 480 NO
17255366 2YR Yes First Lien Yes 600 NO
17132578 2YR Yes First Lien No 360 NO
17217807 OTH Yes First Lien No 360 NO
17242995 2YR Yes First Lien Yes 480 NO
17238682 2YR Yes First Lien No 360 NO
17257016 2YR Yes First Lien No 360 NO
17228764 OTH Yes First Lien Yes 480 NO
17251510 2YR Yes First Lien Yes 480 NO
17216941 OTH No First Lien Yes 480 NO
17154436 2YR No First Lien No 360 NO
17251677 2YR Yes First Lien Yes 600 NO
17201955 2YR Yes First Lien No 360 YES
17244862 2YR Yes First Lien No 360 NO
17230812 2YR Yes First Lien Yes 480 NO
17248433 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17248498 2YR Yes First Lien Yes 600 NO
17229174 2YR Yes First Lien No 360 YES
17252711 2YR Yes First Lien Yes 480 NO
17238668 2YR No First Lien Yes 480 NO
17259780 OTH Yes First Lien No 360 NO
17217928 OTH Yes First Lien No 360 NO
17221716 OTH Yes First Lien No 360 NO
17059273 2YR Yes First Lien No 360 NO
17255410 2YR Yes First Lien Yes 600 NO
17230776 2YR Yes First Lien No 360 NO
17219410 2YR Yes First Lien Yes 480 NO
17231619 2YR No First Lien No 360 NO
17217634 2YR Yes First Lien Yes 480 NO
17247809 2YR No First Lien Yes 480 NO
17229121 OTH Yes First Lien No 360 NO
17217677 OTH Yes First Lien No 360 NO
17231630 2YR Yes First Lien Yes 480 NO
17218804 2YR Yes First Lien Yes 600 NO
17238605 OTH No First Lien No 360 NO
17224300 2YR Yes First Lien No 360 NO
17219388 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17224123 2YR Yes First Lien No 360 YES
17203615 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 YES
17248604 OTH No First Lien No 360 NO
17247782 OTH Yes First Lien No 360 NO
17250220 OTH Yes First Lien No 360 NO
17215523 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17248491 2YR Yes First Lien Yes 480 NO
17175315 OTH No First Lien No 360 NO
17205558 2YR Yes First Lien Yes 480 NO
17252650 2YR Yes First Lien No 360 NO
17207360 OTH Yes First Lien No 360 NO
17252714 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17238568 OTH Yes First Lien Yes 600 NO
17229169 2YR Yes First Lien No 360 YES
17250060 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17246049 OTH Yes First Lien Yes 480 NO
17168774 2YR No First Lien Yes 480 NO
17221584 2YR Yes First Lien Yes 480 NO
17202660 2YR Yes First Lien No 360 NO
17231539 OTH Yes First Lien No 360 NO
17218684 2YR Yes First Lien No 360 NO
17156291 3YR Yes First Lien Yes 600 NO
17252752 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17250134 2YR Yes First Lien Yes 480 NO
17238596 2YR No First Lien No 360 NO
17182387 OTH Yes First Lien No 360 YES
17246949 2YR Yes First Lien Yes 600 NO
17205946 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17175362 2YR Yes First Lien No 360 NO
17218807 2YR Yes First Lien Yes 480 NO
17233992 2YR Yes First Lien No 360 NO
17207204 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17242950 2YR Yes First Lien Yes 480 NO
17204231 2YR Yes First Lien Yes 480 NO
17243871 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17214169 2YR Yes First Lien No 360 NO
17229356 2YR Yes First Lien Yes 480 NO
17231548 OTH No First Lien No 360 NO
17257042 OTH Yes First Lien Yes 480 NO
17247780 OTH Yes First Lien Yes 480 NO
17255435 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17252828 2YR Yes First Lien Yes 600 NO
17182602 OTH No First Lien No 360 NO
17148027 2YR Yes First Lien No 360 NO
17247811 2YR Yes First Lien Yes 480 NO
17256485 2YR No First Lien No 360 NO
17246107 OTH Yes First Lien Yes 600 NO
17221689 2YR Yes First Lien Yes 480 NO
17224385 2YR Yes First Lien No 360 NO
17252644 2YR Yes First Lien Yes 600 NO
17228853 OTH Yes First Lien No 360 NO
17243810 2YR Yes First Lien Yes 480 NO
17221719 2YR Yes First Lien No 360 NO
17230777 3YR Yes First Lien Yes 600 NO
17244559 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17147941 2YR No First Lien Yes 480 NO
17246091 2YR Yes First Lien No 360 NO
17207128 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230161 OTH Yes First Lien Yes 480 NO
17171486 5YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17201760 OTH No First Lien No 360 NO
17156254 2YR Yes First Lien No 360 YES
17231496 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17252775 2YR Yes First Lien Yes 480 NO
17218736 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17217506 2YR Yes First Lien Yes 600 NO
17182553 2YR Yes First Lien Yes 480 NO
17230172 OTH No First Lien Yes 480 NO
17217645 OTH No First Lien No 360 NO
17229153 OTH Yes First Lien No 360 NO
17215378 2YR Yes First Lien No 360 NO
17257072 2YR Yes First Lien Yes 480 NO
17042072 2YR Yes First Lien No 360 NO
17218425 OTH Yes First Lien No 360 NO
17129784 OTH Yes First Lien Yes 480 NO
17229474 5YR No First Lien No 360 NO
17224311 2YR Yes First Lien Yes 480 NO
17224289 2YR No First Lien Yes 600 NO
17180312 OTH No First Lien No 360 NO
17252849 2YR Yes First Lien Yes 600 NO
17228600 2YR Yes First Lien Yes 480 NO
17252791 OTH Yes First Lien No 360 NO
17247877 2YR Yes First Lien Yes 600 NO
17156005 3YR Yes First Lien No 360 NO
17200652 OTH Yes First Lien No 360 NO
17160068 2YR Yes First Lien Yes 600 NO
17224275 OTH Yes First Lien No 360 NO
17205597 2YR Yes First Lien Yes 600 NO
17243407 2YR Yes First Lien No 360 NO
17242845 OTH Yes First Lien Yes 600 NO
17219124 5YR No First Lien No 360 NO
17160240 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17207327 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17250108 2YR Yes First Lien Yes 600 NO
17248567 2YR No First Lien Yes 480 NO
17217918 OTH No First Lien No 360 NO
17215356 2YR No First Lien No 360 YES
17248527 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17256467 OTH Yes First Lien Yes 480 NO
17170739 2YR Yes First Lien Yes 480 NO
17246123 2YR Yes First Lien No 360 NO
17217926 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17201923 2YR Yes First Lien No 360 NO
17248616 2YR Yes First Lien No 360 NO
17224425 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17230773 2YR No First Lien No 360 NO
17167237 2YR Yes First Lien No 360 NO
17243404 2YR Yes First Lien No 360 NO
17243077 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17202085 2YR Yes First Lien Yes 480 NO
17226396 2YR Yes First Lien No 360 NO
17214959 2YR Yes First Lien Yes 480 NO
17248620 OTH No First Lien Yes 600 NO
17246247 OTH No First Lien No 360 NO
17208037 OTH No First Lien No 360 NO
17238538 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17208119 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17247774 2YR Yes First Lien No 360 NO
17264246 2YR Yes First Lien Yes 600 NO
17203541 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17247732 2YR Yes First Lien No 360 NO
17229205 2YR Yes First Lien Yes 480 NO
17230782 2YR No First Lien No 360 NO
17155986 2YR Yes First Lien No 360 NO
17231538 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17230796 2YR Yes First Lien Yes 600 NO
17250144 2YR Yes First Lien Yes 480 NO
17251650 2YR Yes First Lien Yes 600 NO
17218700 2YR No First Lien Yes 480 NO
17226472 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17218694 2YR Yes First Lien No 360 NO
17230768 2YR Yes First Lien No 360 NO
17245992 OTH Yes First Lien Yes 480 NO
17229881 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17214270 2YR Yes First Lien Yes 480 NO
17230185 OTH Yes First Lien No 360 NO
17205755 2YR Yes First Lien Yes 480 NO
17231486 OTH Yes First Lien Yes 480 NO
17156241 2YR Yes First Lien Yes 600 NO
17245929 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17214978 2YR Yes First Lien No 360 NO
17214996 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17252732 2YR No First Lien No 360 NO
17246956 2YR Yes First Lien Yes 480 NO
17243135 5YR Yes First Lien No 360 YES
17244717 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17255331 2YR No First Lien Yes 480 NO
17218842 2YR Yes First Lien No 360 NO
17243751 OTH Yes First Lien No 360 NO
17243776 OTH Yes First Lien Yes 600 NO
17218650 OTH No First Lien No 360 NO
17076870 5YR Yes First Lien No 360 YES
17238581 2YR Yes First Lien Yes 480 NO
17251680 2YR Yes First Lien Yes 600 NO
17238613 OTH No First Lien No 360 NO
17234004 2YR Yes First Lien Yes 600 NO
17246887 OTH Yes First Lien No 360 NO
17202181 5YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17168748 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17245925 2YR Yes First Lien Yes 480 NO
17246795 OTH No First Lien No 360 NO
17170905 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17228831 2YR Yes First Lien No 360 NO
17245975 2YR Yes First Lien Yes 600 NO
17259509 2YR Yes First Lien No 360 NO
17246874 2YR Yes First Lien Yes 600 NO
17250127 2YR Yes First Lien No 360 NO
17231492 2YR Yes First Lien Yes 480 NO
17243085 2YR No First Lien No 360 NO
17230166 2YR Yes First Lien Yes 480 NO
17201628 2YR Yes First Lien Yes 480 NO
17205864 2YR No First Lien Yes 480 NO
17246560 OTH Yes First Lien No 360 NO
17238671 2YR Yes First Lien No 360 NO
17247729 OTH Yes First Lien No 360 NO
17060832 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17156270 3YR Yes First Lien No 360 NO
17132648 5YR Yes First Lien No 360 YES
17256137 OTH No First Lien No 360 NO
17217613 OTH Yes First Lien No 360 NO
17228575 2YR Yes First Lien Yes 480 NO
17201734 OTH Yes First Lien Yes 480 NO
17256197 OTH Yes First Lien Yes 480 NO
17267739 OTH Yes First Lien Yes 480 NO
17218799 2YR No First Lien No 360 NO
17181914 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17113382 5YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17242717 2YR Yes First Lien No 360 NO
17247836 2YR Yes First Lien Yes 480 NO
17216824 2YR No First Lien No 360 NO
17156308 OTH No Second Lien No 360 NO
17228905 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230778 OTH Yes First Lien No 360 NO
17219167 3YR Yes First Lien Yes 480 NO
17243058 2YR Yes First Lien Yes 600 NO
17247800 OTH Yes First Lien Yes 480 NO
17243786 2YR No First Lien No 360 NO
17229181 2YR Yes First Lien Yes 480 NO
17156066 OTH Yes Second Lien No 360 NO
17216969 2YR Yes First Lien No 360 YES
17214121 OTH No First Lien No 360 NO
17238541 2YR Yes First Lien No 360 NO
17229170 OTH Yes First Lien No 360 NO
17259784 OTH Yes First Lien Yes 480 NO
17249967 OTH Yes First Lien Yes 480 NO
17244059 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230685 2YR Yes First Lien Yes 480 NO
17247430 OTH Yes First Lien Yes 600 NO
17217927 2YR Yes First Lien No 360 NO
17207287 2YR Yes First Lien Yes 480 NO
17218841 2YR No First Lien Yes 480 NO
17224343 2YR No First Lien Yes 480 NO
17221700 OTH No First Lien No 360 NO
17230700 2YR No First Lien No 360 YES
17243089 2YR Yes First Lien Yes 480 NO
17155951 3YR No First Lien Yes 600 NO
17245939 2YR Yes First Lien No 360 NO
17255363 2YR Yes First Lien No 360 NO
17229446 3YR Yes First Lien Yes 600 NO
17182696 2YR No First Lien Yes 480 NO
17171568 5YR No First Lien No 360 YES
17219426 2YR No First Lien No 360 NO
17246009 OTH Yes First Lien No 360 NO
17156250 3YR Yes First Lien Yes 600 NO
17224354 2YR Yes First Lien No 360 YES
17215389 3YR Yes First Lien No 360 NO
17221623 OTH Yes First Lien Yes 480 NO
17226464 OTH Yes First Lien No 360 NO
17255334 2YR Yes First Lien Yes 480 NO
17238664 OTH No First Lien No 360 NO
17226334 OTH Yes First Lien No 360 NO
17218693 2YR Yes First Lien No 360 NO
17044081 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17224270 2YR No First Lien Yes 480 NO
17155987 2YR Yes First Lien No 360 NO
17231503 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17243763 2YR Yes First Lien No 360 NO
17248537 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17201420 2YR Yes First Lien Yes 480 NO
17218660 2YR Yes First Lien Yes 480 NO
17263445 3YR No First Lien Yes 480 NO
17207247 2YR Yes First Lien Yes 480 NO
17217004 OTH Yes First Lien No 360 NO
17231529 OTH Yes First Lien No 360 NO
17214932 OTH Yes First Lien No 360 NO
17228846 2YR Yes First Lien No 360 NO
17230767 2YR Yes First Lien No 360 NO
17218759 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17245966 3YR Yes First Lien Yes 480 NO
17263936 OTH No First Lien No 360 NO
17231528 2YR Yes First Lien Yes 480 NO
17217906 OTH No First Lien No 360 NO
17243090 2YR Yes First Lien No 360 NO
17246763 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17230178 2YR No First Lien No 360 NO
17252720 OTH Yes First Lien Yes 480 NO
17246951 2YR No First Lien Yes 480 NO
17228801 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230810 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17246855 2YR Yes First Lien No 360 NO
17175309 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17243848 2YR Yes First Lien Yes 480 NO
17226354 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17203660 2YR No First Lien Yes 480 NO
17243828 2YR No First Lien Yes 600 NO
17257069 OTH Yes First Lien No 360 NO
17219351 2YR Yes First Lien Yes 480 NO
17156014 OTH Yes Second Lien No 360 NO
17244661 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17231498 OTH Yes First Lien No 360 NO
17217509 2YR Yes First Lien No 360 NO
17250062 2YR Yes First Lien No 360 NO
17167246 2YR Yes First Lien Yes 480 NO
17244690 2YR Yes First Lien No 360 NO
17208075 2YR Yes First Lien Yes 480 NO
17250078 OTH No First Lien Yes 600 NO
17208063 2YR No First Lien Yes 480 NO
17217554 2YR No First Lien Yes 480 NO
17065198 2YR Yes First Lien No 360 NO
17243002 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17252934 2YR Yes First Lien No 360 NO
17221742 OTH Yes First Lien Yes 600 NO
17132261 2YR No First Lien No 360 NO
17218815 2YR Yes First Lien Yes 480 NO
17238580 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17214757 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17230766 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17226325 OTH No First Lien No 360 NO
17256342 OTH Yes First Lien No 360 NO
17228740 2YR Yes First Lien No 360 NO
17243076 OTH Yes First Lien No 360 NO
17246014 2YR Yes First Lien No 360 NO
17259706 2YR Yes First Lien No 360 NO
17208039 2YR Yes First Lien Yes 600 NO
17217601 3YR Yes First Lien Yes 480 NO
17259460 OTH Yes First Lien No 360 NO
17259455 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17238618 2YR Yes First Lien Yes 600 NO
17229156 2YR No First Lien No 360 NO
17248466 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17233913 2YR Yes First Lien Yes 480 NO
17145990 5YR No First Lien No 360 YES
17219465 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17257061 2YR No First Lien No 360 NO
17230690 2YR Yes First Lien No 360 NO
17228640 OTH Yes First Lien No 360 NO
17226329 2YR Yes First Lien Yes 480 NO
17168583 5YR Yes First Lien No 360 NO
17150180 2YR Yes First Lien Yes 480 NO
17246087 OTH Yes First Lien No 360 NO
17256226 2YR Yes First Lien No 360 NO
17205507 2YR Yes First Lien Yes 480 NO
17238625 2YR Yes First Lien Yes 480 NO
17217611 2YR No First Lien Yes 480 NO
17245987 2YR No First Lien Yes 480 NO
17244729 OTH Yes First Lien No 360 NO
17247535 2YR Yes First Lien Yes 600 NO
17248623 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17221460 OTH Yes First Lien Yes 600 NO
17201608 2YR Yes First Lien No 360 NO
17228829 2YR Yes First Lien Yes 480 NO
17242976 2YR Yes First Lien Yes 480 NO
17256196 2YR No First Lien Yes 480 NO
17243037 2YR No First Lien No 360 YES
17216840 2YR Yes First Lien Yes 480 NO
17151568 3YR No First Lien No 360 NO
17226363 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17228857 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 600 NO
17252786 2YR Yes First Lien Yes 600 NO
17215393 2YR Yes First Lien No 360 NO
17252853 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17231592 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17156086 5YR Yes First Lien Yes 600 NO
17061042 2YR Yes First Lien No 360 NO
17233848 2YR Yes First Lien Yes 480 NO
17231578 2YR No First Lien Yes 480 NO
17205900 OTH Yes First Lien No 360 NO
17228815 2YR Yes First Lien No 360 NO
17242982 2YR Yes First Lien Yes 480 NO
17259630 OTH Yes First Lien No 360 NO
17256018 2YR Yes First Lien Yes 480 NO
17247829 2YR Yes First Lien No 360 NO
17229143 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17224306 2YR Yes First Lien Yes 480 NO
17255483 2YR Yes First Lien Yes 480 NO
17207450 2YR No First Lien No 360 NO
17202629 2YR Yes First Lien No 360 NO
17248483 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230511 OTH Yes First Lien Yes 480 NO
17246803 2YR No First Lien Yes 480 NO
17229223 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17175287 OTH No First Lien No 360 NO
17256575 2YR No First Lien Yes 600 NO
17263443 3YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17226271 OTH Yes First Lien No 360 NO
17214950 OTH Yes First Lien No 360 NO
17175134 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17141692 OTH No First Lien No 360 NO
17226615 5YR Yes First Lien No 360 YES
17246076 OTH No First Lien Yes 480 NO
17217537 2YR Yes First Lien Yes 480 NO
17221638 2YR Yes First Lien No 360 NO
17205591 2YR Yes First Lien No 360 NO
17257162 2YR Yes First Lien Yes 480 NO
17168933 2YR Yes First Lien Yes 480 NO
17167183 2YR Yes First Lien No 360 YES
17219153 2YR Yes First Lien Yes 480 NO
17231440 3YR No First Lien No 360 NO
17230670 2YR Yes First Lien Yes 480 NO
17201596 2YR No First Lien Yes 480 NO
17219294 2YR Yes First Lien Yes 480 NO
17175109 OTH Yes First Lien No 360 NO
17230091 2YR Yes First Lien Yes 600 NO
17248493 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 YES
17251618 OTH No First Lien No 360 NO
17230692 OTH Yes First Lien No 360 NO
17218647 2YR Yes First Lien Yes 480 NO
17259463 OTH Yes First Lien No 360 YES
17244594 OTH No First Lien No 300 NO
17217505 2YR Yes First Lien Yes 480 NO
17247805 2YR Yes First Lien Yes 600 NO
17256495 OTH No First Lien No 360 NO
17052273 2YR Yes First Lien No 360 NO
17246004 2YR Yes First Lien Yes 480 NO
17263441 3YR No First Lien Yes 480 NO
17243149 2YR Yes First Lien Yes 480 NO
17247876 2YR Yes First Lien Yes 600 NO
17201937 2YR Yes First Lien Yes 480 NO
17229617 2YR Yes First Lien Yes 600 NO
17149027 2YR Yes First Lien No 360 NO
17244699 2YR Yes First Lien Yes 480 NO
17228984 2YR Yes First Lien No 360 NO
17224345 2YR Yes First Lien Yes 600 NO
17221717 2YR Yes First Lien No 360 NO
17166683 2YR Yes First Lien Yes 480 NO
17200815 OTH Yes First Lien Yes 480 NO
17244072 2YR No First Lien No 360 NO
17252767 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17244592 2YR No First Lien Yes 480 NO
17248593 OTH Yes First Lien Yes 480 NO
17202089 2YR No First Lien No 360 NO
17216999 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17224287 2YR Yes First Lien Yes 480 NO
17218505 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17218879 2YR No First Lien Yes 480 NO
17218555 5YR No First Lien No 360 NO
17215452 OTH Yes First Lien Yes 600 NO
17255478 2YR No First Lien Yes 480 NO
17238628 2YR No First Lien Yes 480 NO
17224232 5YR Yes First Lien No 360 NO
17242906 2YR Yes First Lien Yes 600 NO
17182571 2YR Yes First Lien Yes 480 NO
17224014 2YR Yes First Lien Yes 480 NO
17207140 2YR Yes First Lien No 360 NO
17224339 2YR Yes First Lien No 360 NO
17217920 OTH Yes First Lien No 360 NO
16776985 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17242957 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17256449 OTH Yes First Lien Yes 600 NO
17252887 OTH Yes First Lien Yes 480 NO
17146085 5YR No First Lien No 360 NO
17216935 2YR Yes First Lien Yes 480 NO
17250191 2YR Yes First Lien Yes 480 NO
17141680 OTH Yes First Lien No 360 NO
17169072 5YR Yes First Lien No 360 NO
17214271 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17228761 OTH Yes First Lien No 360 NO
17243024 OTH Yes First Lien Yes 480 NO
17250167 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17226267 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17243437 2YR Yes First Lien No 360 NO
17219403 2YR Yes First Lien No 360 NO
17167204 2YR Yes First Lien No 360 NO
17250154 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17217550 2YR Yes First Lien Yes 480 NO
17218614 2YR No First Lien Yes 480 NO
17203703 OTH Yes First Lien No 360 NO
17230807 OTH Yes First Lien Yes 480 NO
17218652 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17252880 OTH Yes First Lien No 360 NO
17224144 2YR Yes First Lien Yes 480 NO
17229140 2YR Yes First Lien Yes 480 NO
17256586 OTH No First Lien No 360 NO
17202647 5YR Yes First Lien Yes 480 NO
17226336 2YR Yes First Lien Yes 480 NO
17251701 OTH No First Lien No 360 NO
17252858 2YR Yes First Lien Yes 480 NO
17215382 2YR Yes First Lien No 360 NO
17231588 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17182427 2YR Yes First Lien Yes 600 NO
17141850 2YR Yes First Lien No 360 YES
17127952 2YR Yes First Lien Yes 480 NO
17217930 OTH Yes First Lien No 360 NO
17224404 OTH Yes First Lien No 360 NO
17217527 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17166694 2YR No First Lien No 360 NO
17205891 2YR Yes First Lien Yes 480 NO
17218621 3YR Yes First Lien No 360 NO
17247721 OTH Yes First Lien No 360 NO
17226286 2YR Yes First Lien No 360 NO
17205547 OTH Yes First Lien No 360 NO
17215385 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230116 2YR Yes First Lien Yes 480 NO
17216838 3YR Yes First Lien No 360 NO
17203720 2YR Yes First Lien Yes 480 NO
17238842 2YR No First Lien Yes 480 NO
17248584 2YR Yes First Lien Yes 480 NO
17245983 OTH Yes First Lien No 360 NO
17229127 3YR Yes First Lien No 360 YES
17226311 2YR Yes First Lien Yes 480 NO
17205979 OTH No First Lien No 360 NO
17244633 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien Yes 480 NO
17229182 2YR No First Lien No 360 NO
17224292 OTH Yes First Lien No 360 NO
17229166 2YR Yes First Lien No 360 NO
17215708 2YR Yes First Lien No 360 NO
17256136 OTH Yes First Lien No 360 NO
17244685 OTH Yes First Lien Yes 600 NO
17244663 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230733 2YR Yes First Lien Yes 480 NO
17156189 OTH Yes Second Lien No 180 NO
17156283 3YR No First Lien No 360 NO
17230127 2YR Yes First Lien No 360 NO
17224420 2YR Yes First Lien No 360 NO
17246090 OTH Yes First Lien No 360 NO
17248583 2YR Yes First Lien Yes 480 NO
17208064 2YR Yes First Lien Yes 480 NO
17221622 OTH Yes First Lien No 360 NO
17113227 2YR Yes First Lien Yes 480 NO
17244878 5YR No First Lien No 360 YES
17245738 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17224360 2YR No First Lien No 360 NO
17246040 2YR Yes First Lien Yes 600 NO
17218888 2YR Yes First Lien Yes 480 NO
17038282 2YR Yes First Lien Yes 480 NO
17231533 OTH No First Lien Yes 480 NO
17215342 2YR No First Lien No 360 NO
17148267 2YR Yes First Lien No 360 NO
17243010 OTH Yes First Lien No 360 NO
17132185 2YR Yes First Lien Yes 600 NO
17035512 OTH No First Lien No 360 NO
17251651 OTH Yes First Lien No 360 NO
17244580 2YR Yes First Lien Yes 480 NO
17256093 2YR Yes First Lien No 360 NO
17205718 5YR Yes First Lien No 360 YES
17244593 2YR No First Lien Yes 480 NO
17057990 2YR Yes First Lien No 360 YES
17170838 2YR Yes First Lien No 360 NO
17230752 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17263594 2YR No First Lien No 360 NO
17257113 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17259469 OTH No Second Lien Yes 360 NO
17214930 2YR Yes First Lien Yes 480 NO
17218828 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx Second Lien No 360 NO
17216847 2YR No First Lien No 360 NO
17150149 2YR Yes First Lien Yes 480 NO
17217496 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17243760 OTH Yes First Lien Yes 480 NO
17252930 2YR Yes First Lien No 360 NO
17215436 2YR Yes First Lien Yes 480 NO
17251602 OTH Yes First Lien Yes 600 NO
17217446 OTH No First Lien No 360 NO
17205579 OTH Yes First Lien No 360 NO
17141958 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17259598 2YR Yes First Lien No 360 YES
17175338 2YR Yes First Lien Yes 480 NO
17248522 2YR Yes First Lien Yes 480 NO
17219437 2YR Yes First Lien No 360 YES
17218366 2YR Yes First Lien No 360 YES
17243861 OTH Yes First Lien Yes 480 NO
17221621 2YR No First Lien No 360 NO
17202024 2YR Yes First Lien No 360 NO
17243804 2YR Yes First Lien No 360 NO
17224283 2YR Yes First Lien Yes 480 NO
17238537 2YR No First Lien No 360 NO
17229195 OTH Yes First Lien Yes 480 NO
17230716 2YR Yes First Lien No 360 NO
17251646 2YR Yes First Lien No 360 NO
17207207 OTH Yes First Lien No 360 NO
17141856 2YR Yes First Lien Yes 480 NO
17244730 OTH Yes First Lien No 180 NO
17221611 2YR Yes First Lien Yes 480 NO
17221750 2YR No First Lien Yes 480 NO
17238643 2YR Yes First Lien No 360 NO
17230829 2YR Yes First Lien No 360 NO
17238591 2YR Yes First Lien Yes 480 NO
17150321 2YR Yes First Lien Yes 480 NO
17259459 OTH Yes First Lien No 360 NO
17231647 2YR Yes First Lien No 360 NO
17246782 2YR Yes First Lien No 360 NO
17250069 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17215595 2YR Yes First Lien No 360 NO
17217015 2YR Yes First Lien Yes 480 NO
17231524 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17214851 OTH No First Lien No 360 NO
17224323 2YR No First Lien No 360 NO
17246888 OTH Yes First Lien No 360 NO
17226457 2YR Yes First Lien No 360 NO
17243796 OTH Yes First Lien No 360 NO
17250048 3YR Yes First Lien Yes 600 NO
17250206 OTH No First Lien No 360 NO
17218490 5YR No First Lien No 360 NO
17248481 2YR Yes First Lien Yes 480 NO
17256392 OTH No First Lien No 360 NO
17230751 OTH Yes First Lien No 360 NO
17219391 OTH Yes First Lien Yes 480 NO
17226327 OTH Yes First Lien No 360 NO
17228728 2YR Yes First Lien Yes 480 NO
17243106 2YR Yes First Lien No 360 NO
17256554 2YR Yes First Lien Yes 480 NO
17205575 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 YES
17178430 2YR No First Lien Yes 480 NO
17216956 2YR Yes First Lien No 360 NO
17152906 5YR Yes First Lien No 360 YES
17245936 2YR Yes First Lien Yes 480 NO
17156022 OTH Yes Second Lien No 360 NO
17255539 5YR Yes First Lien No 360 YES
17230615 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17238662 OTH Yes First Lien No 360 NO
17255193 2YR Yes First Lien No 360 NO
17230130 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17205566 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17255266 2YR Yes First Lien Yes 480 NO
17244870 OTH Yes First Lien No 360 YES
17207997 OTH Yes First Lien No 360 NO
17217908 2YR Yes First Lien No 360 NO
17243015 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17244671 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17243114 2YR Yes First Lien No 360 NO
17255325 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17248551 2YR Yes First Lien No 360 NO
17245954 OTH Yes First Lien No 360 NO
17224367 2YR Yes First Lien No 360 NO
17257017 OTH Yes First Lien No 360 NO
17170524 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 600 NO
17251527 3YR Yes First Lien Yes 480 NO
17224322 2YR No First Lien No 360 NO
17248612 2YR Yes First Lien Yes 480 NO
17155776 5YR No First Lien No 360 YES
17221636 2YR Yes First Lien Yes 480 NO
17243830 2YR No First Lien No 360 NO
17248542 2YR Yes First Lien Yes 480 NO
17248586 2YR No First Lien Yes 480 NO
17257075 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17132238 2YR Yes First Lien No 360 NO
17214108 2YR Yes First Lien No 360 NO
17242834 OTH Yes First Lien No 360 NO
17172251 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17201444 OTH Yes First Lien Yes 600 NO
17218845 2YR Yes First Lien Yes 480 NO
17205930 2YR No First Lien No 360 NO
17203614 2YR Yes First Lien Yes 600 NO
17226523 2YR Yes First Lien Yes 480 NO
17256172 OTH No First Lien No 360 NO
17248592 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17219302 2YR Yes First Lien Yes 600 NO
17247888 OTH Yes First Lien Yes 480 NO
17215474 OTH No First Lien No 360 NO
17243757 2YR Yes First Lien Yes 480 NO
17207199 2YR No First Lien Yes 480 NO
17243033 2YR No First Lien No 360 NO
17224401 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17256173 OTH Yes First Lien Yes 480 NO
17246798 OTH Yes First Lien Yes 480 NO
17224324 2YR Yes First Lien No 360 YES
17218682 2YR Yes First Lien No 360 NO
17148656 3YR Yes First Lien No 360 NO
17267746 OTH Yes First Lien Yes 480 NO
17205918 OTH No First Lien No 360 NO
17250184 OTH Yes First Lien No 360 NO
17243988 2YR Yes First Lien Yes 600 NO
17279171 2YR No First Lien Yes 480 NO
17293655 2YR Yes First Lien No 360 NO
17293674 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17264009 OTH Yes First Lien No 360 NO
17219365 2YR Yes First Lien No 360 NO
17275754 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17297557 2YR No First Lien No 360 NO
17255428 OTH Yes First Lien No 360 NO
17181897 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17264242 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17230187 OTH Yes First Lien No 360 NO
17299112 2YR Yes First Lien Yes 480 NO
17272308 OTH No First Lien No 360 NO
17264308 2YR Yes First Lien Yes 480 NO
17257033 2YR Yes First Lien No 360 YES
17246959 2YR Yes First Lien No 360 NO
17257130 2YR Yes First Lien Yes 480 NO
17256458 OTH Yes First Lien No 360 NO
17272517 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17256520 2YR Yes First Lien No 360 NO
17247874 2YR Yes First Lien No 360 NO
17263988 2YR Yes First Lien Yes 480 NO
17251635 OTH No First Lien No 360 NO
17251637 2YR Yes First Lien Yes 480 NO
17280782 2YR Yes First Lien Yes 600 NO
17279201 OTH No First Lien No 360 NO
17231422 OTH No First Lien No 360 NO
17278608 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17243884 2YR No First Lien Yes 480 NO
17265643 2YR Yes First Lien Yes 480 NO
17265669 OTH Yes First Lien No 360 NO
17295440 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17266400 OTH No First Lien No 360 NO
17228837 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17279779 2YR No First Lien Yes 480 NO
17076639 OTH Yes First Lien No 180 NO
17274921 2YR Yes First Lien No 360 NO
17274985 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17256076 OTH Yes First Lien No 360 NO
17255350 2YR Yes First Lien No 360 NO
17256082 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17286759 2YR Yes First Lien No 360 NO
17214830 2YR Yes First Lien Yes 480 NO
17228497 5YR Yes First Lien Yes 600 NO
17229490 2YR No First Lien Yes 600 NO
17245774 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17251439 3YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17252572 2YR Yes First Lien No 360 NO
17265528 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17243445 OTH Yes First Lien No 360 NO
17272393 2YR Xx Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17217929 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17267741 2YR Yes First Lien No 360 NO
17267814 OTH Yes First Lien No 360 NO
17274435 OTH Yes First Lien Yes 360 NO
17274976 2YR Yes First Lien Yes 480 NO
17275013 2YR No First Lien No 360 NO
17278543 2YR Yes First Lien Yes 600 NO
17278567 OTH Yes Xxxxx Xxxx Xx 000 XX
00000000 XXX Xx First Lien No 360 NO
17299120 2YR No First Lien No 360 NO
17263952 OTH Yes First Lien No 360 NO
17265902 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien No 360 NO
17279245 2YR Yes First Lien Yes 600 NO
17302625 2YR Yes First Lien No 360 NO
17207843 5YR Yes First Lien No 360 NO
17217911 2YR Yes Xxxxx Xxxx Xx 000 XX
00000000 0XX Xx First Lien Yes 480 NO
17265605 2YR Yes First Lien Yes 600 NO
17265601 2YR Yes First Lien No 360 NO
LOAN_SEQ IO_PERIOD SELLER
-----------------------------------------------------------------
17286850 NON-IO EMC
17243093 NON-IO EMC
17256131 NON-IO EMC
17275786 NON-IO EMC
17272392 NON-IO EMC
17272478 NON-IO EMC
17217617 NON-IO EMC
17256962 NON-IO EMC
17267885 NON-IO EMC
17256565 NON-IO EMC
17266224 NON-IO EMC
17266488 NON-IO EMC
17255409 NON-IO EMC
17251641 NON-IO EMC
17257150 NON-IO EMC
17248553 NON-IO EMC
17252820 NON-IO EMC
17217088 NON-IO EMC
17214981 NON-IO EMC
17256325 NON-IO EMC
17279127 NON-IO EMC
17265652 NON-IO EMC
17231526 NON-IO EMC
17263722 NON-IO EMC
17278602 NON-IO EMC
17244684 NON-IO EMC
17264250 NON-IO EMC
17264317 NON-IO EMC
17279641 NON-IO EMC
17265968 NON-IO EMC
17255173 NON-IO EMC
17279120 NON-IO EMC
17259517 NON-IO EMC
17244736 NON-IO EMC
17264198 NON-IO EMC
17247738 NON-IO EMC
17264281 NON-IO EMC
17248572 NON-IO EMC
17266401 NON-IO EMC
17259642 NON-IO EMC
17221472 NON-IO EMC
17293730 NON-IO EMC
17256514 NON-IO EMC
17248426 NON-IO EMC
17280748 NON-IO EMC
17230592 NON-IO EMC
17264301 NON-IO EMC
17230496 NON-IO EMC
17264305 NON-IO EMC
17238532 NON-IO EMC
17228573 NON-IO EMC
17263560 NON-IO EMC
17257097 NON-IO EMC
17251662 NON-IO EMC
17230520 NON-IO EMC
17252678 NON-IO EMC
17297594 NON-IO EMC
17279740 NON-IO EMC
17217520 NON-IO EMC
17244014 NON-IO EMC
17231454 NON-IO EMC
17221649 NON-IO EMC
17214964 5 YEARS EMC
17256066 NON-IO EMC
17246743 NON-IO EMC
17278596 NON-IO EMC
17250050 NON-IO EMC
17244344 NON-IO EMC
17255954 NON-IO EMC
17293695 NON-IO EMC
17257153 NON-IO EMC
17265857 NON-IO EMC
17256012 NON-IO EMC
17265543 NON-IO EMC
17267794 NON-IO EMC
17272514 NON-IO EMC
17278647 NON-IO EMC
17257133 NON-IO EMC
17246641 NON-IO EMC
17224318 NON-IO EMC
17267744 NON-IO EMC
17266054 NON-IO EMC
17250020 NON-IO EMC
17248607 NON-IO EMC
17229521 NON-IO EMC
17275715 NON-IO EMC
17272444 NON-IO EMC
17293523 NON-IO EMC
17280728 NON-IO EMC
17251710 NON-IO EMC
17244750 NON-IO EMC
17224115 NON-IO EMC
17255487 NON-IO EMC
17255297 NON-IO EMC
17275699 NON-IO EMC
17245714 NON-IO EMC
17257154 NON-IO EMC
17245964 NON-IO EMC
17251449 10 YEARS EMC
17264288 NON-IO EMC
17275023 NON-IO EMC
17255200 NON-IO EMC
17278541 NON-IO EMC
17256163 NON-IO EMC
17286651 NON-IO EMC
17251530 NON-IO EMC
17286738 NON-IO EMC
17243426 NON-IO EMC
17160060 NON-IO EMC
17142042 NON-IO EMC
17256020 NON-IO EMC
17256341 NON-IO EMC
17293772 NON-IO EMC
17246016 NON-IO EMC
17264041 NON-IO EMC
17204036 NON-IO EMC
17293660 NON-IO EMC
17265957 NON-IO EMC
17245940 NON-IO EMC
17247879 NON-IO EMC
17252667 NON-IO EMC
17246882 NON-IO EMC
17257001 NON-IO EMC
17264022 NON-IO EMC
17255445 NON-IO EMC
17257030 NON-IO EMC
17272528 NON-IO EMC
17243447 NON-IO EMC
17272583 NON-IO EMC
17228721 NON-IO EMC
17279772 NON-IO EMC
17243418 NON-IO EMC
17275712 NON-IO EMC
17286846 NON-IO EMC
17295373 NON-IO EMC
17256267 NON-IO EMC
17229193 NON-IO EMC
17257090 NON-IO EMC
17266417 NON-IO EMC
17278546 NON-IO EMC
17238607 NON-IO EMC
17249953 NON-IO EMC
17231307 NON-IO EMC
17248449 NON-IO EMC
17252601 NON-IO EMC
17243079 NON-IO EMC
17272467 NON-IO EMC
17265677 NON-IO EMC
17265681 NON-IO EMC
17279618 NON-IO EMC
17259638 5 YEARS EMC
17247461 NON-IO EMC
17229439 NON-IO EMC
17259489 NON-IO EMC
17246940 NON-IO EMC
17267297 NON-IO EMC
17252841 NON-IO EMC
17272263 NON-IO EMC
17265707 NON-IO EMC
17264145 NON-IO EMC
17264256 NON-IO EMC
17279219 NON-IO EMC
17264000 NON-IO EMC
17255365 NON-IO EMC
17255396 NON-IO EMC
17248444 NON-IO EMC
17272591 NON-IO EMC
17155701 NON-IO EMC
17250241 NON-IO EMC
17297560 NON-IO EMC
17256494 NON-IO EMC
17265645 NON-IO EMC
17248439 NON-IO EMC
17264253 NON-IO EMC
17256420 NON-IO EMC
17267831 NON-IO EMC
17263579 NON-IO EMC
17230746 NON-IO EMC
17230797 NON-IO EMC
17168782 NON-IO EMC
17286762 NON-IO EMC
17278594 NON-IO EMC
17250016 NON-IO EMC
17298252 NON-IO EMC
17251605 NON-IO EMC
17229236 NON-IO EMC
17257098 NON-IO EMC
17278588 NON-IO EMC
17279814 NON-IO EMC
17257027 NON-IO EMC
17257131 NON-IO EMC
17256553 NON-IO EMC
17293659 NON-IO EMC
17279192 NON-IO EMC
17280735 NON-IO EMC
17278406 NON-IO EMC
17152568 NON-IO EMC
17266240 NON-IO EMC
17280067 NON-IO EMC
17264076 NON-IO EMC
17279183 NON-IO EMC
17274446 NON-IO EMC
17267797 NON-IO EMC
17298943 NON-IO EMC
17256134 NON-IO EMC
17257076 NON-IO EMC
17257115 NON-IO EMC
17257134 NON-IO EMC
17244628 NON-IO EMC
17267304 NON-IO EMC
17279776 NON-IO EMC
17275646 NON-IO EMC
17264032 NON-IO EMC
17255215 NON-IO EMC
17279741 NON-IO EMC
17272549 NON-IO EMC
17275709 NON-IO EMC
17264282 NON-IO EMC
17248656 NON-IO EMC
17265596 NON-IO EMC
17280747 NON-IO EMC
17295361 NON-IO EMC
17275541 NON-IO EMC
17267842 NON-IO EMC
17266455 NON-IO EMC
17265937 NON-IO EMC
17279800 NON-IO EMC
17252848 NON-IO EMC
17252910 NON-IO EMC
17264142 NON-IO EMC
17263593 NON-IO EMC
17228901 NON-IO EMC
17263993 NON-IO EMC
17295425 NON-IO EMC
17256055 NON-IO EMC
17217912 NON-IO EMC
17252876 NON-IO EMC
17297519 NON-IO EMC
17255416 NON-IO EMC
17298319 NON-IO EMC
17264247 NON-IO EMC
17272593 NON-IO EMC
17180227 NON-IO EMC
17265631 NON-IO EMC
17224284 NON-IO EMC
17266490 NON-IO EMC
17246121 NON-IO EMC
17255395 NON-IO EMC
17278645 NON-IO EMC
17301923 NON-IO EMC
17252577 NON-IO EMC
17275757 NON-IO EMC
17256507 NON-IO EMC
17265712 NON-IO EMC
17243429 NON-IO EMC
17259776 NON-IO EMC
17264283 NON-IO EMC
17265657 NON-IO EMC
17286799 NON-IO EMC
17275025 NON-IO EMC
17251630 NON-IO EMC
17246050 NON-IO EMC
17252731 NON-IO EMC
17263643 NON-IO EMC
17246103 NON-IO EMC
17217481 NON-IO EMC
17275766 NON-IO EMC
17251421 NON-IO EMC
17266048 NON-IO EMC
17247744 NON-IO EMC
17230676 NON-IO EMC
17278632 NON-IO EMC
17280697 NON-IO EMC
17275559 NON-IO EMC
17279750 NON-IO EMC
17219377 NON-IO EMC
17266437 NON-IO EMC
17259736 NON-IO EMC
17256439 NON-IO EMC
17278579 NON-IO EMC
17274961 NON-IO EMC
17259746 NON-IO EMC
17264167 NON-IO EMC
17256402 NON-IO EMC
17247753 NON-IO EMC
17265680 NON-IO EMC
17252852 NON-IO EMC
17246872 NON-IO EMC
17242970 NON-IO EMC
17266418 NON-IO EMC
17250030 NON-IO EMC
17251739 NON-IO EMC
17298246 NON-IO EMC
17251532 NON-IO EMC
17250092 NON-IO EMC
17257025 NON-IO EMC
17255468 NON-IO EMC
17246833 NON-IO EMC
17243795 NON-IO EMC
17266272 NON-IO EMC
17231491 NON-IO EMC
17265667 NON-IO EMC
17265969 NON-IO EMC
17259680 NON-IO EMC
17279096 NON-IO EMC
17274375 NON-IO EMC
17274937 NON-IO EMC
17293630 NON-IO EMC
17259765 NON-IO EMC
17263975 NON-IO EMC
17265687 NON-IO EMC
17247851 NON-IO EMC
17280730 NON-IO EMC
17246969 NON-IO EMC
17272484 NON-IO EMC
17264276 NON-IO EMC
17272562 NON-IO EMC
17274954 NON-IO EMC
17272262 NON-IO EMC
17243069 NON-IO EMC
17256419 NON-IO EMC
17256431 NON-IO EMC
17229240 NON-IO EMC
17279728 NON-IO EMC
17279766 NON-IO EMC
17252832 NON-IO EMC
17256421 NON-IO EMC
17272581 NON-IO EMC
17259734 NON-IO EMC
17251504 NON-IO EMC
17279757 NON-IO EMC
17259660 NON-IO EMC
17263717 NON-IO EMC
17265654 NON-IO EMC
17279695 NON-IO EMC
17266387 NON-IO EMC
17252798 NON-IO EMC
17279816 NON-IO EMC
17259650 NON-IO EMC
17255289 NON-IO EMC
17278660 NON-IO EMC
17243406 NON-IO EMC
17219432 NON-IO EMC
17298374 NON-IO EMC
17256534 5 YEARS EMC
17279137 NON-IO EMC
17279176 NON-IO EMC
17259557 NON-IO EMC
17259599 NON-IO EMC
17263502 NON-IO EMC
17272512 NON-IO EMC
17274248 NON-IO EMC
17279737 NON-IO EMC
17256059 NON-IO EMC
17295258 NON-IO EMC
17246787 NON-IO EMC
17267857 NON-IO EMC
17266012 NON-IO EMC
17251685 NON-IO EMC
17275001 NON-IO EMC
17286740 NON-IO EMC
17244667 NON-IO EMC
17244687 NON-IO EMC
17252794 NON-IO EMC
17200676 NON-IO EMC
17295409 NON-IO EMC
17264258 NON-IO EMC
17226458 NON-IO EMC
17263953 NON-IO EMC
17299117 NON-IO EMC
17217563 NON-IO EMC
17265536 NON-IO EMC
17279187 NON-IO EMC
17228773 NON-IO EMC
17265567 NON-IO EMC
17298245 NON-IO EMC
17279156 NON-IO EMC
17286854 NON-IO EMC
17267251 NON-IO EMC
17264243 NON-IO EMC
17243734 NON-IO EMC
17266043 NON-IO EMC
17280700 NON-IO EMC
17263987 NON-IO EMC
17218882 NON-IO EMC
17256537 NON-IO EMC
17298383 NON-IO EMC
17275773 NON-IO EMC
17256195 NON-IO EMC
17264312 NON-IO EMC
17265685 NON-IO EMC
17238559 NON-IO EMC
17265649 NON-IO EMC
17155770 NON-IO EMC
17278593 NON-IO EMC
17256408 NON-IO EMC
17230713 NON-IO EMC
17263557 NON-IO EMC
17246005 NON-IO EMC
17255276 NON-IO EMC
17246920 NON-IO EMC
17266399 NON-IO EMC
17280787 NON-IO EMC
17272479 NON-IO EMC
17259723 NON-IO EMC
17264266 NON-IO EMC
17263606 NON-IO EMC
17219371 NON-IO EMC
17272527 NON-IO EMC
17251517 NON-IO EMC
17265630 NON-IO EMC
17279822 5 YEARS EMC
17274950 NON-IO EMC
17170483 NON-IO EMC
17259604 NON-IO EMC
17224002 NON-IO EMC
17264015 NON-IO EMC
17267867 NON-IO EMC
17272576 NON-IO EMC
17279594 NON-IO EMC
17250155 NON-IO EMC
17244024 NON-IO EMC
17259770 NON-IO EMC
17247841 NON-IO EMC
17295397 NON-IO EMC
17255233 NON-IO EMC
17248490 NON-IO EMC
17293638 NON-IO EMC
17263978 NON-IO EMC
17251690 NON-IO EMC
17246020 NON-IO EMC
17295363 NON-IO EMC
17272541 NON-IO EMC
17246914 NON-IO EMC
17217914 NON-IO EMC
17278576 NON-IO EMC
17245926 NON-IO EMC
17230211 NON-IO EMC
17259641 NON-IO EMC
17259763 NON-IO EMC
17216929 NON-IO EMC
17267864 NON-IO EMC
17257125 NON-IO EMC
17251647 NON-IO EMC
17265520 NON-IO EMC
17275029 NON-IO EMC
17230806 NON-IO EMC
17265994 NON-IO EMC
17259691 NON-IO EMC
17263707 NON-IO EMC
17275688 NON-IO EMC
17272515 NON-IO EMC
17255411 NON-IO EMC
17214144 NON-IO EMC
17266337 NON-IO EMC
17264045 NON-IO EMC
17244573 NON-IO EMC
17259716 NON-IO EMC
17263621 NON-IO EMC
17280819 NON-IO EMC
17275666 NON-IO EMC
17242836 NON-IO EMC
17272532 NON-IO EMC
17298953 NON-IO EMC
17279104 NON-IO EMC
17243416 NON-IO EMC
17280743 NON-IO EMC
17275739 NON-IO EMC
17259788 NON-IO EMC
17257013 NON-IO EMC
17267849 NON-IO EMC
17293752 NON-IO EMC
17274888 NON-IO EMC
17272447 NON-IO EMC
17272319 NON-IO EMC
17272547 NON-IO EMC
17247846 NON-IO EMC
17266000 NON-IO EMC
17265690 NON-IO EMC
17246095 NON-IO EMC
17252769 NON-IO EMC
17274893 NON-IO EMC
17255268 NON-IO EMC
17274912 NON-IO EMC
17243992 NON-IO EMC
17263484 NON-IO EMC
17266040 NON-IO EMC
17293712 NON-IO EMC
17298275 5 YEARS EMC
17251514 NON-IO EMC
17275704 NON-IO EMC
17226259 NON-IO EMC
17279244 NON-IO EMC
17274990 NON-IO EMC
17267821 NON-IO EMC
17257003 NON-IO EMC
17264302 NON-IO EMC
17247722 NON-IO EMC
17208035 NON-IO EMC
17278598 NON-IO EMC
17266473 NON-IO EMC
17252889 NON-IO EMC
17280716 NON-IO EMC
17295395 NON-IO EMC
17272464 NON-IO EMC
17279203 NON-IO EMC
17256595 NON-IO EMC
17265451 NON-IO EMC
17243800 NON-IO EMC
17267354 NON-IO EMC
17255997 NON-IO EMC
17275672 5 YEARS EMC
17295453 5 YEARS EMC
17259781 NON-IO EMC
17297600 NON-IO EMC
17299064 NON-IO EMC
17257060 NON-IO EMC
17259692 NON-IO EMC
17279762 NON-IO EMC
17264304 NON-IO EMC
17224415 NON-IO EMC
17250054 NON-IO EMC
17229248 NON-IO EMC
17293665 NON-IO EMC
17259774 NON-IO EMC
17256120 NON-IO EMC
17264284 NON-IO EMC
17256597 NON-IO EMC
17279236 NON-IO EMC
17286763 NON-IO EMC
17266432 NON-IO EMC
17265704 NON-IO EMC
17228796 NON-IO EMC
17250095 NON-IO EMC
17238502 NON-IO EMC
17274987 NON-IO EMC
17297491 NON-IO EMC
17214183 NON-IO EMC
17266391 NON-IO EMC
17267825 NON-IO EMC
17257068 NON-IO EMC
17293754 NON-IO EMC
17250042 NON-IO EMC
17275717 NON-IO EMC
17230184 NON-IO EMC
17251634 NON-IO EMC
17274928 NON-IO EMC
17259651 5 YEARS EMC
17256086 NON-IO EMC
17264039 NON-IO EMC
17230082 NON-IO EMC
17267810 NON-IO EMC
17263994 NON-IO EMC
17286845 NON-IO EMC
17263555 NON-IO EMC
17230132 NON-IO EMC
17263578 NON-IO EMC
17264316 NON-IO EMC
17272454 NON-IO EMC
17256424 NON-IO EMC
17265713 NON-IO EMC
17252710 NON-IO EMC
17265943 NON-IO EMC
17255344 NON-IO EMC
17256497 NON-IO EMC
17265666 NON-IO EMC
17255537 NON-IO EMC
17265945 NON-IO EMC
17278374 NON-IO EMC
17267806 NON-IO EMC
17266276 NON-IO EMC
17267769 NON-IO EMC
17298338 NON-IO EMC
17266053 NON-IO EMC
17295438 NON-IO EMC
17279739 NON-IO EMC
17274966 NON-IO EMC
17244564 NON-IO EMC
17266223 NON-IO EMC
17286873 5 YEARS EMC
17266403 NON-IO EMC
17256517 NON-IO EMC
17279150 NON-IO EMC
17278563 NON-IO EMC
17266441 NON-IO EMC
17252785 NON-IO EMC
17255386 NON-IO EMC
17280776 NON-IO EMC
17263597 NON-IO EMC
17279796 NON-IO EMC
17295436 NON-IO EMC
17259778 NON-IO EMC
17264248 NON-IO EMC
17252779 NON-IO EMC
17264291 NON-IO EMC
17263537 NON-IO EMC
17299137 NON-IO EMC
17286826 NON-IO EMC
17297592 NON-IO EMC
17278528 NON-IO EMC
17266494 NON-IO EMC
17297527 NON-IO EMC
17246835 NON-IO EMC
17256454 NON-IO EMC
17293727 NON-IO EMC
17293745 NON-IO EMC
17265710 NON-IO EMC
17266471 NON-IO EMC
17274989 NON-IO EMC
17280084 NON-IO EMC
17265979 NON-IO EMC
17299710 NON-IO EMC
17230681 NON-IO EMC
17272560 NON-IO EMC
17265627 NON-IO EMC
17243434 NON-IO EMC
17274939 NON-IO EMC
17275713 NON-IO EMC
17263583 NON-IO EMC
17280726 NON-IO EMC
17256407 NON-IO EMC
17298376 NON-IO EMC
17246886 NON-IO EMC
17218699 NON-IO EMC
17221767 NON-IO EMC
17279189 NON-IO EMC
17265491 NON-IO EMC
17295451 NON-IO EMC
17286848 NON-IO EMC
17274991 NON-IO EMC
17264030 NON-IO EMC
17263601 NON-IO EMC
17286841 NON-IO EMC
17278656 NON-IO EMC
17252692 NON-IO EMC
17297641 NON-IO EMC
17280733 NON-IO EMC
17279583 NON-IO EMC
17243403 NON-IO EMC
17263974 NON-IO EMC
17259573 NON-IO EMC
17295442 NON-IO EMC
17259610 NON-IO EMC
17274923 NON-IO EMC
17246548 NON-IO EMC
17280134 NON-IO EMC
17299771 NON-IO EMC
17259563 NON-IO EMC
17264122 NON-IO EMC
17251667 NON-IO EMC
17251767 NON-IO EMC
17180328 NON-IO EMC
17279207 NON-IO EMC
17259666 NON-IO EMC
17275744 NON-IO EMC
17218716 NON-IO EMC
17264230 NON-IO EMC
17246801 NON-IO EMC
17257104 NON-IO EMC
17251674 NON-IO EMC
17275695 NON-IO EMC
17255336 NON-IO EMC
17256386 NON-IO EMC
17272546 NON-IO EMC
17265701 NON-IO EMC
17266447 NON-IO EMC
17298266 NON-IO EMC
17279130 NON-IO EMC
17293707 NON-IO EMC
17259626 NON-IO EMC
17257012 NON-IO EMC
17275751 NON-IO EMC
17259762 NON-IO EMC
17256155 NON-IO EMC
17255459 NON-IO EMC
17264254 NON-IO EMC
17251649 NON-IO EMC
17279228 NON-IO EMC
17286654 NON-IO EMC
17246127 NON-IO EMC
17244723 NON-IO EMC
17238494 NON-IO EMC
17275623 NON-IO EMC
17280089 NON-IO EMC
17295461 5 YEARS EMC
17259593 NON-IO EMC
17251682 NON-IO EMC
17230738 NON-IO EMC
17265691 NON-IO EMC
17265699 NON-IO EMC
17264011 NON-IO EMC
17255438 NON-IO EMC
17264285 NON-IO EMC
17263646 NON-IO EMC
17248438 NON-IO EMC
17278658 NON-IO EMC
17279721 NON-IO EMC
17297205 NON-IO EMC
17263980 NON-IO EMC
17279811 NON-IO EMC
17213935 NON-IO EMC
17214300 NON-IO EMC
17266484 NON-IO EMC
17246779 NON-IO EMC
17298316 NON-IO EMC
17263624 NON-IO EMC
17221620 NON-IO EMC
17256960 NON-IO EMC
17274971 NON-IO EMC
17264052 NON-IO EMC
17250248 NON-IO EMC
17280784 NON-IO EMC
17301861 NON-IO EMC
17274996 NON-IO EMC
17267862 NON-IO EMC
17255379 NON-IO EMC
17267793 NON-IO EMC
17280756 NON-IO EMC
17266411 5 YEARS EMC
17299157 NON-IO EMC
17217607 NON-IO EMC
17267768 NON-IO EMC
17256413 NON-IO EMC
17233846 NON-IO EMC
17298116 NON-IO EMC
17267786 NON-IO EMC
17279155 NON-IO EMC
17265658 NON-IO EMC
17279819 NON-IO EMC
17275668 NON-IO EMC
17297206 NON-IO EMC
17246943 NON-IO EMC
17246968 NON-IO EMC
17218675 NON-IO EMC
17264249 NON-IO EMC
17280710 NON-IO EMC
17252824 NON-IO EMC
17267300 NON-IO EMC
17267898 NON-IO EMC
17256072 NON-IO EMC
17171447 NON-IO EMC
17280759 NON-IO EMC
17297497 NON-IO EMC
17246105 NON-IO EMC
17259530 NON-IO EMC
17256057 NON-IO EMC
17257136 NON-IO EMC
17293667 NON-IO EMC
17279587 NON-IO EMC
17265938 NON-IO EMC
17246102 NON-IO EMC
17256190 NON-IO EMC
17256579 NON-IO EMC
17263883 NON-IO EMC
17267772 NON-IO EMC
17259656 5 YEARS EMC
17246979 NON-IO EMC
17256516 NON-IO EMC
17293664 NON-IO EMC
17293726 NON-IO EMC
17279167 NON-IO EMC
17252737 NON-IO EMC
17255323 NON-IO EMC
17265727 NON-IO EMC
17293548 10 YEARS EMC
17255442 NON-IO EMC
17266067 NON-IO EMC
17295390 NON-IO EMC
17246003 NON-IO EMC
17252806 NON-IO EMC
17265974 NON-IO EMC
17255284 NON-IO EMC
17244399 NON-IO EMC
17280717 NON-IO EMC
17278610 NON-IO EMC
17279098 NON-IO EMC
17272485 NON-IO EMC
17266402 NON-IO EMC
17299000 NON-IO EMC
17267774 NON-IO EMC
17267838 NON-IO EMC
17264314 NON-IO EMC
17257046 NON-IO EMC
17257066 NON-IO EMC
17266427 NON-IO EMC
17279593 NON-IO EMC
17255293 NON-IO EMC
17242760 NON-IO EMC
17275742 NON-IO EMC
17279113 NON-IO EMC
17238599 NON-IO EMC
17247767 NON-IO EMC
17265862 NON-IO EMC
17255368 NON-IO EMC
17286840 NON-IO EMC
17299740 NON-IO EMC
17264306 NON-IO EMC
17274292 NON-IO EMC
17280721 NON-IO EMC
17259673 NON-IO EMC
17244366 NON-IO EMC
17243039 NON-IO EMC
17245946 NON-IO EMC
17272295 NON-IO EMC
17265563 NON-IO EMC
17256142 NON-IO EMC
17256460 NON-IO EMC
17264227 NON-IO EMC
17229232 NON-IO EMC
17286863 NON-IO EMC
17275680 NON-IO EMC
17280699 NON-IO EMC
17255957 NON-IO EMC
17257138 NON-IO EMC
17266397 NON-IO EMC
17264027 NON-IO EMC
17248401 NON-IO EMC
17266463 NON-IO EMC
17267855 NON-IO EMC
17242956 NON-IO EMC
17279121 NON-IO EMC
17279166 5 YEARS EMC
17266493 NON-IO EMC
17275022 NON-IO EMC
17279194 NON-IO EMC
17218617 NON-IO EMC
17257091 NON-IO EMC
17247880 NON-IO EMC
17265716 NON-IO EMC
17256080 NON-IO EMC
17297640 NON-IO EMC
17275764 NON-IO EMC
17275690 NON-IO EMC
17274898 NON-IO EMC
17264292 NON-IO EMC
17256499 NON-IO EMC
17278592 NON-IO EMC
17255313 NON-IO EMC
17286792 NON-IO EMC
17263572 NON-IO EMC
17256533 NON-IO EMC
17255270 NON-IO EMC
17286847 NON-IO EMC
17275783 NON-IO EMC
17272577 NON-IO EMC
17252811 NON-IO EMC
17251766 NON-IO EMC
17279202 NON-IO EMC
17286822 NON-IO EMC
17221868 NON-IO EMC
17264296 NON-IO EMC
17265640 NON-IO EMC
17244697 NON-IO EMC
17265828 NON-IO EMC
17250143 NON-IO EMC
17218741 NON-IO EMC
17274943 NON-IO EMC
17226553 NON-IO EMC
17242969 NON-IO EMC
17256483 NON-IO EMC
17229130 NON-IO EMC
17272326 10 YEARS EMC
17265970 NON-IO EMC
17256054 NON-IO EMC
17275767 NON-IO EMC
17263575 NON-IO EMC
17257160 NON-IO EMC
17272472 NON-IO EMC
17248571 NON-IO EMC
17265702 NON-IO EMC
17244716 NON-IO EMC
17250216 NON-IO EMC
17259690 NON-IO EMC
17248395 NON-IO EMC
17279815 NON-IO EMC
17298955 NON-IO EMC
17275664 NON-IO EMC
17256559 NON-IO EMC
17263977 NON-IO EMC
17243791 NON-IO EMC
17252854 NON-IO EMC
17250147 NON-IO EMC
17255221 NON-IO EMC
17202596 NON-IO EMC
17278564 NON-IO EMC
17279799 NON-IO EMC
17264134 NON-IO EMC
17299093 NON-IO EMC
17214200 NON-IO EMC
17256490 NON-IO EMC
17272589 NON-IO EMC
17299533 NON-IO EMC
17259756 NON-IO EMC
17259789 NON-IO EMC
17246957 NON-IO EMC
17247797 NON-IO EMC
17230815 NON-IO EMC
17244627 NON-IO EMC
17272585 NON-IO EMC
17256580 NON-IO EMC
17251525 NON-IO EMC
17250192 NON-IO EMC
17244361 NON-IO EMC
17279078 NON-IO EMC
17280808 NON-IO EMC
17265632 NON-IO EMC
17275635 NON-IO EMC
17298912 NON-IO EMC
17256594 NON-IO EMC
17150265 NON-IO EMC
17280087 NON-IO EMC
17255330 NON-IO EMC
17264118 NON-IO EMC
17256138 NON-IO EMC
17275737 NON-IO EMC
17248552 NON-IO EMC
17256590 NON-IO EMC
17265990 NON-IO EMC
17250195 NON-IO EMC
17275640 NON-IO EMC
17297632 NON-IO EMC
17265661 NON-IO EMC
17252879 NON-IO EMC
17256481 NON-IO EMC
17280796 NON-IO EMC
17246746 NON-IO EMC
17297627 NON-IO EMC
17255226 NON-IO EMC
17242951 NON-IO EMC
17251718 NON-IO EMC
17299161 NON-IO EMC
17302405 NON-IO EMC
17226533 NON-IO EMC
17278968 NON-IO EMC
17246125 NON-IO EMC
17250156 NON-IO EMC
17065931 NON-IO EMC
17267846 NON-IO EMC
17263600 NON-IO EMC
17243410 NON-IO EMC
17248437 NON-IO EMC
17275700 NON-IO EMC
17226335 NON-IO EMC
17259790 NON-IO EMC
17256492 NON-IO EMC
17159874 NON-IO EMC
17266062 NON-IO EMC
17279727 NON-IO EMC
17272460 NON-IO EMC
17272503 NON-IO EMC
17274995 NON-IO EMC
17263629 NON-IO EMC
17293774 NON-IO EMC
17244431 10 YEARS EMC
17274935 NON-IO EMC
17246885 NON-IO EMC
17263884 NON-IO EMC
17251720 NON-IO EMC
17265985 NON-IO EMC
17255378 NON-IO EMC
17180289 NON-IO EMC
17278642 NON-IO EMC
17267840 NON-IO EMC
17272497 NON-IO EMC
17279240 NON-IO EMC
17247716 NON-IO EMC
17265540 NON-IO EMC
17297644 NON-IO EMC
17293771 NON-IO EMC
17272449 NON-IO EMC
17299002 NON-IO EMC
17264273 NON-IO EMC
17279745 NON-IO EMC
17279832 NON-IO EMC
17245985 NON-IO EMC
17275785 NON-IO EMC
17263970 NON-IO EMC
17263897 NON-IO EMC
17221694 NON-IO EMC
17255415 NON-IO EMC
17278557 NON-IO EMC
17264232 NON-IO EMC
17286823 NON-IO EMC
17298292 NON-IO EMC
17265904 NON-IO EMC
17267767 NON-IO EMC
17297631 NON-IO EMC
17267873 NON-IO EMC
17280171 NON-IO EMC
17297492 NON-IO EMC
17278461 NON-IO EMC
17246854 NON-IO EMC
17035778 NON-IO EMC
17279229 NON-IO EMC
17275689 NON-IO EMC
17274955 NON-IO EMC
17246808 NON-IO EMC
17266017 NON-IO EMC
17266042 NON-IO EMC
17248611 NON-IO EMC
17279131 NON-IO EMC
17266390 NON-IO EMC
17275471 10 YEARS EMC
17256451 NON-IO EMC
17252774 NON-IO EMC
17226374 NON-IO EMC
17259729 NON-IO EMC
17263576 NON-IO EMC
17272513 NON-IO EMC
17267792 NON-IO EMC
17155530 NON-IO EMC
17279210 NON-IO EMC
17175211 NON-IO EMC
17299004 NON-IO EMC
17280750 NON-IO EMC
17265987 NON-IO EMC
17264315 NON-IO EMC
17266006 NON-IO EMC
17246834 NON-IO EMC
17274944 NON-IO EMC
17275777 NON-IO EMC
17247838 NON-IO EMC
17251684 NON-IO EMC
17247812 NON-IO EMC
17218795 NON-IO EMC
17264233 NON-IO EMC
17248472 NON-IO EMC
17250058 NON-IO EMC
17295462 NON-IO EMC
17259655 NON-IO EMC
17265960 NON-IO EMC
17286764 NON-IO EMC
17263569 NON-IO EMC
17229154 NON-IO EMC
17265976 NON-IO EMC
17295413 NON-IO EMC
17259627 NON-IO EMC
17259663 NON-IO EMC
17256442 NON-IO EMC
17274984 NON-IO EMC
17259714 NON-IO EMC
17259766 NON-IO EMC
17219431 NON-IO EMC
17275710 NON-IO EMC
17259637 NON-IO EMC
17250139 NON-IO EMC
17274934 NON-IO EMC
17298304 NON-IO EMC
17275748 NON-IO EMC
17251516 NON-IO EMC
17297215 NON-IO EMC
17266025 NON-IO EMC
17228820 NON-IO EMC
17256096 NON-IO EMC
17263571 NON-IO EMC
17246842 NON-IO EMC
17286741 NON-IO EMC
17267853 NON-IO EMC
17266020 5 YEARS EMC
17250138 NON-IO EMC
17279139 NON-IO EMC
17252723 NON-IO EMC
17274953 NON-IO EMC
17256211 NON-IO EMC
17298360 NON-IO EMC
17250099 NON-IO EMC
17279097 NON-IO EMC
17265668 NON-IO EMC
17266461 NON-IO EMC
17279116 NON-IO EMC
17299080 NON-IO EMC
17272456 NON-IO EMC
17246093 NON-IO EMC
17259745 NON-IO EMC
17265971 NON-IO EMC
17250153 NON-IO EMC
17275661 NON-IO EMC
17275637 NON-IO EMC
17256527 NON-IO EMC
17257031 NON-IO EMC
17255357 NON-IO EMC
17221871 NON-IO EMC
17280124 NON-IO EMC
17265463 NON-IO EMC
17267890 NON-IO EMC
17244670 NON-IO EMC
17286745 NON-IO EMC
17224414 NON-IO EMC
17280092 NON-IO EMC
17242978 NON-IO EMC
17259783 NON-IO EMC
17243755 NON-IO EMC
17264026 NON-IO EMC
17150330 NON-IO EMC
17257093 NON-IO EMC
17248589 NON-IO EMC
17266032 NON-IO EMC
17267828 NON-IO EMC
17272542 NON-IO EMC
17274911 NON-IO EMC
17266423 NON-IO EMC
17278560 NON-IO EMC
17263587 NON-IO EMC
17286800 NON-IO EMC
17207977 5 YEARS EMC
17286890 NON-IO EMC
17263564 NON-IO EMC
17219336 NON-IO EMC
17266013 NON-IO EMC
17279209 NON-IO EMC
17265718 NON-IO EMC
17231584 NON-IO EMC
17259635 NON-IO EMC
17272470 NON-IO EMC
17259709 NON-IO EMC
17255371 NON-IO EMC
17293629 5 YEARS EMC
17256207 NON-IO EMC
17267801 NON-IO EMC
17278520 NON-IO EMC
17298194 NON-IO EMC
17265944 NON-IO EMC
17293737 NON-IO EMC
17255977 NON-IO EMC
17245914 10 YEARS EMC
17298276 NON-IO EMC
17286836 NON-IO EMC
17238575 NON-IO EMC
17231669 NON-IO EMC
17243775 NON-IO EMC
17226647 NON-IO EMC
17228816 NON-IO EMC
17252718 NON-IO EMC
17224368 NON-IO EMC
17243815 NON-IO EMC
17252847 NON-IO EMC
17250128 NON-IO EMC
17216647 NON-IO EMC
17231585 NON-IO EMC
17255348 NON-IO EMC
17228849 NON-IO EMC
17244757 NON-IO EMC
17246792 NON-IO EMC
17230159 NON-IO EMC
17246799 NON-IO EMC
17230086 NON-IO EMC
17250102 NON-IO EMC
17256448 NON-IO EMC
17259728 NON-IO EMC
17252776 NON-IO EMC
17242965 NON-IO EMC
17155940 NON-IO MASTER FUNDING
17250094 NON-IO EMC
17230736 NON-IO EMC
17243161 10 YEARS EMC
17218771 NON-IO MASTER FUNDING
17243210 NON-IO EMC
17219423 NON-IO EMC
17238572 NON-IO EMC
17251591 NON-IO EMC
17208031 NON-IO EMC
17228741 NON-IO EMC
17233861 NON-IO EMC
17219296 NON-IO EMC
17230167 NON-IO MASTER FUNDING
17166726 NON-IO EMC
17224403 NON-IO EMC
17216892 NON-IO MASTER FUNDING
17217888 NON-IO EMC
17216848 NON-IO EMC
17246063 NON-IO EMC
17231582 NON-IO EMC
17247733 NON-IO EMC
17243439 NON-IO EMC
17247791 NON-IO EMC
17226318 NON-IO EMC
17243017 NON-IO EMC
17247712 5 YEARS EMC
17251636 5 YEARS EMC
17246932 NON-IO EMC
17155939 NON-IO MASTER FUNDING
17238619 NON-IO EMC
17214341 NON-IO EMC
17255381 NON-IO MASTER FUNDING
17219299 NON-IO MASTER FUNDING
17259466 NON-IO EMC
17246960 NON-IO EMC
17246869 NON-IO EMC
17255479 NON-IO MASTER FUNDING
17215320 NON-IO EMC
17252805 NON-IO EMC
17229206 NON-IO EMC
17218886 NON-IO EMC
17255390 NON-IO EMC
17214995 NON-IO EMC
17154362 NON-IO MASTER FUNDING
17243074 NON-IO EMC
17231567 NON-IO MASTER FUNDING
17228817 NON-IO MASTER FUNDING
17167220 NON-IO EMC
17243814 NON-IO EMC
17207819 NON-IO EMC
17182498 NON-IO EMC
17053043 NON-IO EMC
17217604 NON-IO EMC
17252663 NON-IO EMC
17076408 NON-IO EMC
17250141 NON-IO EMC
17229210 NON-IO EMC
17247549 NON-IO EMC
17256243 NON-IO EMC
17246068 NON-IO EMC
17230749 NON-IO EMC
17216651 NON-IO EMC
17230688 5 YEARS EMC
17256104 NON-IO EMC
17228900 NON-IO EMC
17215399 NON-IO EMC
17244583 NON-IO EMC
17230691 NON-IO EMC
17256382 10 YEARS EMC
17224348 NON-IO EMC
17230704 NON-IO EMC
17229331 NON-IO EMC
17217551 NON-IO EMC
17208118 NON-IO EMC
17231525 NON-IO EMC
17221484 NON-IO EMC
17256539 NON-IO EMC
17221783 NON-IO EMC
17219073 NON-IO EMC
17231573 NON-IO EMC
17256482 NON-IO EMC
17255354 NON-IO EMC
17245961 NON-IO EMC
17230299 NON-IO EMC
17259772 NON-IO EMC
17251528 NON-IO EMC
17244635 NON-IO EMC
17247736 NON-IO EMC
17154338 NON-IO EMC
17238660 NON-IO EMC
17230550 NON-IO EMC
17256461 NON-IO EMC
17218466 NON-IO EMC
17255486 NON-IO EMC
17219425 NON-IO EMC
17247863 NON-IO MASTER FUNDING
17043942 NON-IO EMC
17219134 NON-IO EMC
17215008 NON-IO EMC
17243825 NON-IO EMC
17216811 NON-IO EMC
17229168 NON-IO EMC
17247559 NON-IO EMC
17238653 NON-IO EMC
17244558 NON-IO EMC
17230188 NON-IO EMC
17251708 NON-IO EMC
17154513 NON-IO EMC
17248480 NON-IO EMC
17230753 NON-IO EMC
17181893 5 YEARS EMC
17207844 NON-IO EMC
17208046 NON-IO MASTER FUNDING
17243741 NON-IO EMC
17251461 NON-IO EMC
17175371 NON-IO EMC
17178367 NON-IO EMC
17256186 NON-IO EMC
17248473 NON-IO MASTER FUNDING
17218636 NON-IO EMC
17215458 NON-IO EMC
17231659 NON-IO EMC
17242751 NON-IO EMC
17043622 NON-IO EMC
17231083 NON-IO EMC
17231660 NON-IO EMC
17133312 NON-IO EMC
17238602 NON-IO EMC
17247779 NON-IO EMC
17180272 NON-IO EMC
17156273 NON-IO MASTER FUNDING
17217540 NON-IO EMC
17221606 NON-IO EMC
17182705 NON-IO EMC
17255296 NON-IO EMC
17251492 NON-IO EMC
17130481 NON-IO MASTER FUNDING
17057993 NON-IO EMC
17244631 NON-IO EMC
17217494 NON-IO EMC
17238573 NON-IO EMC
17252757 NON-IO EMC
17146120 NON-IO EMC
17238657 NON-IO EMC
17245924 NON-IO EMC
17245965 NON-IO EMC
17156223 NON-IO MASTER FUNDING
17244629 NON-IO EMC
17245876 10 YEARS EMC
17243443 NON-IO EMC
17238589 NON-IO EMC
17259699 NON-IO EMC
17257018 NON-IO EMC
17251683 NON-IO EMC
17252642 NON-IO EMC
17200655 NON-IO EMC
17231540 NON-IO EMC
17219378 5 YEARS EMC
17256972 NON-IO EMC
17229230 NON-IO MASTER FUNDING
17166810 NON-IO EMC
17155969 NON-IO MASTER FUNDING
17257034 NON-IO MASTER FUNDING
17175561 NON-IO EMC
17228731 NON-IO MASTER FUNDING
17228856 NON-IO EMC
17219414 NON-IO EMC
17250217 NON-IO EMC
17246871 NON-IO EMC
17229213 NON-IO EMC
17221697 NON-IO EMC
17228890 NON-IO EMC
17215013 NON-IO EMC
17203803 NON-IO MASTER FUNDING
17244621 NON-IO EMC
17219411 NON-IO EMC
17181899 NON-IO EMC
17246523 10 YEARS EMC
17256009 NON-IO EMC
17205909 NON-IO EMC
17218708 NON-IO MASTER FUNDING
17252797 NON-IO EMC
17224383 NON-IO EMC
17247728 NON-IO EMC
17205868 NON-IO EMC
17182616 NON-IO EMC
17242981 NON-IO EMC
17214279 NON-IO EMC
17159954 NON-IO EMC
17230183 NON-IO MASTER FUNDING
17245938 NON-IO EMC
17226277 NON-IO EMC
17216968 NON-IO MASTER FUNDING
17159934 NON-IO EMC
17242779 NON-IO EMC
17256445 NON-IO MASTER FUNDING
17263440 NON-IO EMC
17219334 NON-IO EMC
17252865 NON-IO EMC
17214155 NON-IO EMC
17226320 NON-IO EMC
17230728 NON-IO EMC
17160389 NON-IO EMC
17246883 NON-IO EMC
17224400 NON-IO EMC
17243433 NON-IO EMC
17230758 NON-IO EMC
17229145 NON-IO EMC
17208160 NON-IO MASTER FUNDING
17216852 NON-IO EMC
17216886 NON-IO EMC
17230677 NON-IO EMC
17244571 NON-IO EMC
17247794 NON-IO EMC
17256432 NON-IO EMC
17256070 NON-IO EMC
17201716 NON-IO EMC
17226361 NON-IO EMC
17180275 NON-IO EMC
17201720 5 YEARS EMC
17238517 NON-IO EMC
17244581 NON-IO EMC
17238658 NON-IO EMC
17224397 NON-IO EMC
17256535 NON-IO EMC
17238652 NON-IO EMC
17207790 NON-IO EMC
17151424 NON-IO EMC
17229312 5 YEARS EMC
17201640 NON-IO EMC
17216915 NON-IO EMC
17231626 NON-IO EMC
17251765 NON-IO EMC
17230131 NON-IO EMC
17256409 5 YEARS EMC
17219068 10 YEARS EMC
17255351 NON-IO EMC
17021781 NON-IO EMC
17247720 NON-IO MASTER FUNDING
17219493 NON-IO EMC
17251476 NON-IO EMC
17255439 NON-IO EMC
17214941 NON-IO EMC
17245799 NON-IO EMC
17251768 NON-IO EMC
17243041 NON-IO EMC
17226391 NON-IO EMC
17219190 NON-IO EMC
17226623 NON-IO EMC
17238496 NON-IO EMC
17246012 NON-IO EMC
17226303 NON-IO EMC
17247747 NON-IO EMC
17224258 NON-IO EMC
17208258 NON-IO EMC
17230794 NON-IO EMC
17224280 NON-IO EMC
17215314 NON-IO EMC
17214124 NON-IO EMC
17259751 NON-IO EMC
17256561 NON-IO EMC
17238648 NON-IO EMC
17221626 NON-IO EMC
17215308 NON-IO EMC
17156227 5 YEARS MASTER FUNDING
17159950 NON-IO EMC
17231175 NON-IO EMC
17226341 NON-IO EMC
17217921 NON-IO EMC
17217491 NON-IO EMC
17246868 NON-IO EMC
17243427 NON-IO EMC
17148568 NON-IO EMC
17015143 NON-IO EMC
17169160 NON-IO EMC
17217919 NON-IO EMC
17226384 NON-IO EMC
17228770 NON-IO EMC
17243785 NON-IO EMC
17200863 NON-IO EMC
17245949 NON-IO EMC
17219478 NON-IO EMC
17246053 NON-IO MASTER FUNDING
17252765 NON-IO EMC
17259464 NON-IO EMC
17215375 NON-IO EMC
17248461 NON-IO EMC
17065162 NON-IO EMC
17252756 NON-IO EMC
17247723 NON-IO MASTER FUNDING
17167185 5 YEARS EMC
17243827 NON-IO EMC
17201912 NON-IO EMC
17160043 NON-IO EMC
17203833 NON-IO EMC
17217907 NON-IO EMC
17218762 NON-IO EMC
17229175 NON-IO EMC
17229237 NON-IO EMC
17243801 NON-IO EMC
17229231 NON-IO EMC
17256071 NON-IO EMC
17244662 NON-IO EMC
17256228 NON-IO EMC
17217887 10 YEARS EMC
17256108 NON-IO EMC
17208126 NON-IO EMC
17245941 NON-IO EMC
17228902 NON-IO EMC
17230208 NON-IO MASTER FUNDING
17230684 NON-IO MASTER FUNDING
17244578 NON-IO EMC
17229129 NON-IO EMC
17202084 NON-IO EMC
17251697 NON-IO MASTER FUNDING
17230800 NON-IO EMC
17217556 NON-IO EMC
17128840 10 YEARS EMC
17088565 NON-IO EMC
17182680 NON-IO MASTER FUNDING
17231699 NON-IO EMC
17180214 NON-IO EMC
17175414 NON-IO MASTER FUNDING
17231577 NON-IO EMC
17231625 NON-IO EMC
17256121 NON-IO EMC
17250213 NON-IO EMC
17229266 NON-IO EMC
17224316 NON-IO EMC
17221712 NON-IO EMC
17214191 NON-IO EMC
17243014 NON-IO EMC
17238550 NON-IO EMC
17171612 10 YEARS EMC
17250109 NON-IO EMC
17238548 NON-IO EMC
17228884 5 YEARS MASTER FUNDING
17148577 10 YEARS EMC
17221740 NON-IO EMC
17215365 5 YEARS EMC
17247881 NON-IO EMC
17252719 NON-IO EMC
17256441 NON-IO EMC
17247792 NON-IO EMC
17217647 NON-IO EMC
17172362 NON-IO MASTER FUNDING
17247727 NON-IO EMC
17230779 NON-IO EMC
17251704 NON-IO EMC
17238566 NON-IO EMC
17218561 10 YEARS EMC
17216904 NON-IO EMC
17255245 NON-IO EMC
17205696 NON-IO EMC
17243448 NON-IO EMC
17230098 NON-IO EMC
17255427 NON-IO EMC
17244363 NON-IO EMC
17215345 NON-IO EMC
17113546 NON-IO EMC
17245977 NON-IO EMC
17224314 NON-IO EMC
17181793 5 YEARS EMC
17255424 NON-IO EMC
17246001 NON-IO EMC
17230813 NON-IO EMC
17155970 NON-IO MASTER FUNDING
17159972 NON-IO EMC
17251508 NON-IO EMC
17218631 NON-IO EMC
17228882 NON-IO EMC
17244653 NON-IO EMC
17247789 NON-IO EMC
17156028 NON-IO MASTER FUNDING
17244611 NON-IO EMC
17229300 NON-IO EMC
17181802 NON-IO EMC
17228789 NON-IO EMC
17219335 NON-IO EMC
17272406 NON-IO EMC
17230162 NON-IO EMC
17246084 NON-IO EMC
17219413 NON-IO EMC
17208164 NON-IO EMC
17217940 NON-IO EMC
17255367 NON-IO EMC
17250161 NON-IO EMC
17259662 NON-IO EMC
17219284 NON-IO EMC
17152785 NON-IO EMC
17230789 NON-IO EMC
17214167 NON-IO MASTER FUNDING
17228555 NON-IO EMC
17036518 NON-IO EMC
17229952 NON-IO EMC
17231555 NON-IO EMC
17228877 NON-IO EMC
17172544 NON-IO EMC
17243995 NON-IO EMC
17247847 NON-IO EMC
17216648 NON-IO EMC
17246788 NON-IO EMC
17218630 NON-IO EMC
17247724 NON-IO MASTER FUNDING
17128399 NON-IO EMC
17229864 NON-IO EMC
17214269 NON-IO EMC
17228776 NON-IO EMC
17170789 NON-IO MASTER FUNDING
17238542 NON-IO EMC
17231571 NON-IO EMC
17156018 NON-IO EMC
17221752 NON-IO EMC
17230790 NON-IO EMC
17248544 NON-IO EMC
17182559 NON-IO EMC
17246850 NON-IO EMC
17248610 NON-IO MASTER FUNDING
17172505 NON-IO EMC
17248533 NON-IO EMC
17054927 NON-IO EMC
17219528 5 YEARS EMC
17231672 5 YEARS EMC
17243088 NON-IO EMC
17257052 NON-IO MASTER FUNDING
17238611 NON-IO EMC
17217599 NON-IO EMC
17175324 NON-IO EMC
17243798 NON-IO MASTER FUNDING
17201773 NON-IO EMC
17213958 NON-IO EMC
17250232 NON-IO EMC
17231329 NON-IO EMC
17219364 NON-IO EMC
17055448 NON-IO EMC
17088631 NON-IO EMC
17213967 NON-IO EMC
17224254 NON-IO EMC
17148116 NON-IO EMC
17233942 NON-IO EMC
17178408 NON-IO EMC
17256141 NON-IO EMC
17228724 NON-IO EMC
17230118 NON-IO EMC
17215444 NON-IO EMC
17214152 NON-IO EMC
17166841 NON-IO EMC
17244665 NON-IO EMC
17216896 NON-IO EMC
17226297 NON-IO EMC
17247745 NON-IO EMC
17205535 NON-IO EMC
17246062 NON-IO EMC
17256174 NON-IO EMC
17228850 NON-IO EMC
17238576 NON-IO EMC
17230784 NON-IO EMC
17248457 NON-IO EMC
17170815 NON-IO EMC
17238675 NON-IO EMC
17230125 NON-IO EMC
17247719 NON-IO EMC
17229218 NON-IO EMC
17181917 NON-IO EMC
17246115 NON-IO MASTER FUNDING
17243038 NON-IO EMC
17156047 NON-IO EMC
17201672 NON-IO EMC
17243052 NON-IO EMC
17154474 5 YEARS EMC
17252777 NON-IO EMC
17166525 NON-IO EMC
17175273 NON-IO EMC
17263623 NON-IO EMC
17218644 NON-IO EMC
17216861 NON-IO EMC
17228839 NON-IO EMC
17154342 NON-IO EMC
17155677 NON-IO EMC
17247885 NON-IO EMC
17202007 NON-IO EMC
17242885 NON-IO EMC
17205534 NON-IO MASTER FUNDING
17238553 NON-IO EMC
17255352 NON-IO MASTER FUNDING
17238687 NON-IO EMC
17218635 NON-IO EMC
17215451 NON-IO EMC
17248559 NON-IO EMC
17224327 NON-IO MASTER FUNDING
17238686 NON-IO EMC
17243171 10 YEARS EMC
17207233 NON-IO EMC
17221773 NON-IO EMC
17230122 NON-IO EMC
17251658 NON-IO EMC
17229211 NON-IO EMC
17243739 NON-IO EMC
17229267 NON-IO EMC
17182065 5 YEARS EMC
17238523 NON-IO EMC
17217897 10 YEARS EMC
17201597 NON-IO EMC
17247743 NON-IO EMC
17205869 NON-IO EMC
17229207 NON-IO EMC
17148028 NON-IO EMC
17246840 NON-IO EMC
17247528 NON-IO EMC
16980170 NON-IO EMC
17207945 NON-IO EMC
17247878 NON-IO MASTER FUNDING
17250187 NON-IO EMC
17231590 NON-IO EMC
17217444 NON-IO EMC
17226379 NON-IO EMC
17228795 NON-IO EMC
17217758 NON-IO EMC
17229219 NON-IO EMC
17205908 NON-IO EMC
17219325 NON-IO EMC
17250165 NON-IO MASTER FUNDING
17216989 NON-IO EMC
17230089 NON-IO EMC
17207733 NON-IO EMC
17156184 NON-IO MASTER FUNDING
17248513 NON-IO EMC
17175532 10 YEARS EMC
17255302 NON-IO EMC
17221614 NON-IO EMC
17246950 NON-IO EMC
17228713 NON-IO EMC
17231545 NON-IO EMC
17246057 NON-IO EMC
17238554 NON-IO EMC
17238669 NON-IO EMC
17217552 NON-IO MASTER FUNDING
17243431 NON-IO EMC
17238545 NON-IO EMC
17251712 NON-IO EMC
17230085 NON-IO EMC
17088568 NON-IO EMC
17155520 NON-IO EMC
17224131 NON-IO EMC
17215100 NON-IO EMC
17246070 NON-IO EMC
17246904 NON-IO EMC
17247785 NON-IO EMC
17246044 NON-IO MASTER FUNDING
17205555 NON-IO EMC
17218881 NON-IO EMC
17230726 NON-IO EMC
17247788 NON-IO EMC
17218568 NON-IO EMC
17216822 NON-IO MASTER FUNDING
17166712 NON-IO EMC
17214893 NON-IO EMC
17229540 NON-IO EMC
17250183 NON-IO EMC
17156225 NON-IO MASTER FUNDING
17238555 NON-IO EMC
17252836 NON-IO MASTER FUNDING
17231445 NON-IO EMC
17243794 NON-IO EMC
17075664 NON-IO EMC
17218720 NON-IO EMC
17229304 NON-IO EMC
17217633 NON-IO EMC
17217623 NON-IO EMC
17244634 NON-IO EMC
17217833 NON-IO EMC
17252715 NON-IO EMC
17242998 NON-IO EMC
17243978 NON-IO EMC
17130845 NON-IO EMC
17217002 NON-IO EMC
17257081 NON-IO EMC
17243762 NON-IO EMC
17203802 NON-IO MASTER FUNDING
17155941 NON-IO MASTER FUNDING
17231654 NON-IO EMC
17181701 NON-IO EMC
17214997 NON-IO EMC
17172488 NON-IO EMC
17255332 NON-IO EMC
17217935 NON-IO EMC
17255452 NON-IO EMC
17224298 NON-IO MASTER FUNDING
17242942 NON-IO EMC
17231614 NON-IO EMC
17230775 NON-IO EMC
17229215 NON-IO EMC
17243820 NON-IO EMC
17256562 NON-IO EMC
17244609 NON-IO EMC
17228790 NON-IO EMC
17246825 NON-IO MASTER FUNDING
17180331 NON-IO EMC
17217007 NON-IO MASTER FUNDING
17238516 NON-IO EMC
17248446 NON-IO EMC
17216863 NON-IO EMC
17243870 NON-IO EMC
17248454 NON-IO EMC
17234002 NON-IO EMC
17255294 NON-IO EMC
17248534 NON-IO EMC
17231662 NON-IO EMC
17248471 NON-IO EMC
17208034 NON-IO EMC
17215310 NON-IO EMC
17214241 NON-IO EMC
17218887 NON-IO EMC
17230805 NON-IO MASTER FUNDING
17248460 NON-IO EMC
17244590 NON-IO EMC
17230173 NON-IO EMC
17224387 NON-IO MASTER FUNDING
17200856 NON-IO MASTER FUNDING
17201653 NON-IO EMC
17230678 NON-IO EMC
17200877 NON-IO MASTER FUNDING
17251588 NON-IO EMC
17251693 NON-IO EMC
17205975 NON-IO EMC
17244761 NON-IO EMC
17255404 NON-IO EMC
17215283 NON-IO EMC
17228772 NON-IO EMC
17230136 NON-IO EMC
17251747 NON-IO EMC
17244721 NON-IO EMC
17246034 NON-IO EMC
17226317 NON-IO EMC
17224393 NON-IO EMC
17230177 NON-IO EMC
17251515 NON-IO EMC
17244586 NON-IO EMC
17246077 NON-IO EMC
17247731 NON-IO EMC
17226288 NON-IO EMC
17229355 NON-IO EMC
17243749 NON-IO EMC
17256188 NON-IO EMC
17170896 NON-IO EMC
17244641 NON-IO EMC
17247754 NON-IO EMC
17228737 NON-IO EMC
17231583 NON-IO EMC
17246079 NON-IO EMC
17218666 NON-IO EMC
17243742 NON-IO EMC
17230124 NON-IO EMC
17181871 NON-IO EMC
17229270 NON-IO EMC
17246081 NON-IO EMC
17226272 NON-IO EMC
17243068 NON-IO EMC
17113542 NON-IO EMC
17216812 NON-IO EMC
17246052 NON-IO EMC
17252628 NON-IO EMC
17245976 NON-IO EMC
17242875 NON-IO EMC
17256064 NON-IO EMC
17250171 NON-IO EMC
17203807 NON-IO EMC
17252835 NON-IO EMC
17088238 NON-IO EMC
17214254 NON-IO EMC
17230152 5 YEARS MASTER FUNDING
17219338 NON-IO EMC
17167234 NON-IO EMC
17246893 NON-IO EMC
17247769 NON-IO EMC
17172429 NON-IO EMC
17180244 NON-IO EMC
17228768 NON-IO EMC
17245923 NON-IO EMC
17035667 NON-IO MASTER FUNDING
17229137 NON-IO MASTER FUNDING
17243064 NON-IO EMC
17231541 NON-IO EMC
17076724 5 YEARS MASTER FUNDING
17203588 10 YEARS EMC
17238549 NON-IO EMC
17218608 NON-IO EMC
17257057 NON-IO EMC
17255318 NON-IO EMC
17155932 NON-IO MASTER FUNDING
17175259 NON-IO EMC
17217579 NON-IO EMC
17248470 NON-IO EMC
17257166 NON-IO EMC
17156011 NON-IO MASTER FUNDING
17181741 NON-IO EMC
17166766 NON-IO EMC
17246905 NON-IO MASTER FUNDING
17230762 NON-IO EMC
17229340 NON-IO EMC
17247870 NON-IO EMC
17216934 NON-IO EMC
17219393 NON-IO EMC
17242781 NON-IO EMC
17230774 NON-IO MASTER FUNDING
17247610 10 YEARS EMC
17246875 NON-IO EMC
17229359 10 YEARS EMC
17244591 NON-IO MASTER FUNDING
17133124 NON-IO EMC
17224377 NON-IO EMC
17252768 NON-IO EMC
17229150 NON-IO EMC
17248562 NON-IO EMC
17247839 NON-IO EMC
17218835 NON-IO EMC
17259453 NON-IO EMC
17243078 NON-IO EMC
17246807 NON-IO EMC
17251686 NON-IO EMC
17203861 5 YEARS EMC
17229139 NON-IO EMC
17230190 5 YEARS EMC
17218611 NON-IO EMC
17088989 NON-IO EMC
17246072 NON-IO EMC
17250188 NON-IO EMC
17251529 NON-IO EMC
17250222 NON-IO EMC
17155484 NON-IO EMC
17226463 NON-IO EMC
17228657 NON-IO EMC
17231655 NON-IO EMC
17244885 NON-IO EMC
17246903 NON-IO EMC
17208060 NON-IO EMC
17230741 NON-IO EMC
17217933 NON-IO EMC
17175468 NON-IO EMC
17205758 NON-IO EMC
17252809 NON-IO EMC
17246699 NON-IO EMC
17229254 5 YEARS EMC
17224271 NON-IO MASTER FUNDING
17244450 NON-IO EMC
17231610 NON-IO EMC
17231537 NON-IO EMC
17256204 NON-IO EMC
17132233 NON-IO MASTER FUNDING
17203745 5 YEARS EMC
17218677 NON-IO MASTER FUNDING
17216625 NON-IO EMC
17215000 NON-IO EMC
17243753 NON-IO MASTER FUNDING
17207352 NON-IO EMC
17256368 NON-IO EMC
17250219 NON-IO MASTER FUNDING
17226387 NON-IO EMC
17214989 NON-IO EMC
17219496 NON-IO EMC
17231612 NON-IO EMC
17226350 NON-IO EMC
17231515 NON-IO EMC
17255337 NON-IO MASTER FUNDING
17229265 NON-IO EMC
17055738 NON-IO EMC
17088561 NON-IO EMC
17256979 NON-IO EMC
17216983 NON-IO EMC
17171451 NON-IO EMC
17256150 NON-IO EMC
17255408 NON-IO MASTER FUNDING
17219387 NON-IO EMC
17244732 NON-IO EMC
17231560 NON-IO EMC
17217609 NON-IO EMC
17208138 5 YEARS EMC
17244598 NON-IO EMC
17219291 NON-IO EMC
17255484 NON-IO EMC
17214206 NON-IO EMC
17218613 NON-IO EMC
17219174 NON-IO EMC
17256491 NON-IO EMC
17244688 NON-IO EMC
17217489 NON-IO EMC
17231517 NON-IO MASTER FUNDING
17231532 NON-IO EMC
17231633 NON-IO EMC
17242807 10 YEARS EMC
17224326 NON-IO EMC
17229126 NON-IO EMC
17155407 NON-IO EMC
17224302 NON-IO EMC
17244601 NON-IO EMC
17207789 NON-IO EMC
17248407 NON-IO EMC
17238633 NON-IO MASTER FUNDING
17244567 NON-IO EMC
17230149 NON-IO EMC
17219407 NON-IO EMC
17204166 NON-IO EMC
17221726 NON-IO EMC
17215409 NON-IO EMC
17256542 NON-IO EMC
17246891 NON-IO EMC
17214256 NON-IO EMC
17246865 NON-IO EMC
17219412 NON-IO EMC
17035716 NON-IO EMC
17172614 NON-IO EMC
17230180 NON-IO MASTER FUNDING
17243413 NON-IO EMC
17255394 NON-IO EMC
17216817 NON-IO MASTER FUNDING
17180283 NON-IO EMC
17166750 NON-IO EMC
17250196 NON-IO EMC
17181933 NON-IO EMC
17180290 NON-IO EMC
17170824 NON-IO EMC
17182541 NON-IO EMC
17228867 NON-IO MASTER FUNDING
17215366 NON-IO EMC
17205915 NON-IO EMC
17221759 NON-IO EMC
17246901 NON-IO EMC
17238732 NON-IO EMC
17243832 NON-IO EMC
17078643 NON-IO EMC
17243883 NON-IO EMC
17238497 NON-IO EMC
17230764 NON-IO EMC
17217524 NON-IO EMC
17228734 NON-IO EMC
17256403 NON-IO EMC
17156246 NON-IO EMC
17244554 NON-IO EMC
17252883 NON-IO EMC
17248536 NON-IO EMC
17218885 NON-IO EMC
17171391 NON-IO EMC
17228766 NON-IO EMC
17229177 NON-IO EMC
17231561 NON-IO EMC
17229131 NON-IO EMC
17221610 NON-IO EMC
17255403 NON-IO EMC
17216946 NON-IO EMC
17055604 NON-IO EMC
17208002 NON-IO EMC
17226345 NON-IO EMC
17259454 NON-IO EMC
17248615 NON-IO EMC
17248535 NON-IO EMC
17219461 NON-IO EMC
17181797 NON-IO EMC
17245919 NON-IO EMC
17247749 NON-IO EMC
17216996 NON-IO EMC
17218662 NON-IO EMC
17228576 NON-IO EMC
17255434 NON-IO EMC
17228835 NON-IO EMC
17246532 10 YEARS EMC
17256593 NON-IO MASTER FUNDING
17224260 NON-IO EMC
17246843 NON-IO EMC
17203790 NON-IO EMC
17218607 NON-IO EMC
17246646 10 YEARS EMC
17243839 NON-IO EMC
17214710 NON-IO EMC
17256107 NON-IO EMC
17259682 NON-IO EMC
17224350 NON-IO EMC
17255306 NON-IO MASTER FUNDING
17257054 NON-IO MASTER FUNDING
17247849 5 YEARS MASTER FUNDING
17226261 NON-IO EMC
17246870 NON-IO EMC
17175077 NON-IO EMC
17230241 NON-IO EMC
17257145 NON-IO EMC
17203514 NON-IO EMC
17221462 NON-IO EMC
17168639 10 YEARS EMC
17231617 NON-IO EMC
17230102 NON-IO EMC
17203659 10 YEARS EMC
17217495 NON-IO EMC
17246998 NON-IO EMC
17229132 NON-IO EMC
17251657 NON-IO EMC
17230734 NON-IO MASTER FUNDING
17246101 NON-IO EMC
17243823 NON-IO EMC
17229180 NON-IO EMC
17244639 NON-IO EMC
17244625 NON-IO EMC
17252953 NON-IO EMC
17229128 NON-IO MASTER FUNDING
17219321 NON-IO EMC
17221675 NON-IO EMC
17156034 NON-IO EMC
17255443 NON-IO MASTER FUNDING
17252799 NON-IO EMC
17204227 NON-IO EMC
17207239 5 YEARS EMC
17214907 NON-IO EMC
17245971 NON-IO EMC
17250043 NON-IO MASTER FUNDING
17244640 NON-IO EMC
17156023 NON-IO MASTER FUNDING
17247760 NON-IO MASTER FUNDING
17246133 NON-IO EMC
17154366 NON-IO EMC
17146115 NON-IO EMC
17221678 NON-IO EMC
17207047 NON-IO EMC
17238598 NON-IO MASTER FUNDING
17217724 NON-IO EMC
17217484 NON-IO EMC
17251596 NON-IO MASTER FUNDING
17202193 NON-IO EMC
17230113 NON-IO EMC
17244637 5 YEARS MASTER FUNDING
17256576 NON-IO MASTER FUNDING
17228872 NON-IO EMC
17167186 NON-IO EMC
17215338 NON-IO EMC
17215331 NON-IO EMC
17259608 NON-IO EMC
17246889 NON-IO MASTER FUNDING
17243070 NON-IO EMC
17224504 NON-IO EMC
17244620 NON-IO EMC
17181794 NON-IO EMC
17251746 5 YEARS MASTER FUNDING
17244669 NON-IO EMC
17230552 NON-IO EMC
17244085 NON-IO EMC
17231494 NON-IO EMC
17217499 NON-IO MASTER FUNDING
17217486 NON-IO MASTER FUNDING
17231502 NON-IO EMC
17214371 NON-IO EMC
17247725 NON-IO EMC
17259659 NON-IO MASTER FUNDING
17242953 NON-IO EMC
17243107 NON-IO EMC
17166808 NON-IO EMC
17217582 NON-IO EMC
17182022 NON-IO EMC
17248596 NON-IO EMC
17245937 NON-IO EMC
17207249 NON-IO EMC
17248530 NON-IO EMC
17221738 NON-IO EMC
17255346 NON-IO EMC
17243040 NON-IO EMC
17218569 NON-IO EMC
17226313 NON-IO EMC
17148048 NON-IO EMC
17207865 NON-IO EMC
17038534 NON-IO EMC
17217932 NON-IO EMC
17226285 5 YEARS EMC
17245928 NON-IO EMC
17243062 5 YEARS EMC
17248622 NON-IO EMC
17200828 NON-IO EMC
17214686 10 YEARS EMC
17201585 NON-IO EMC
17256898 NON-IO EMC
17256508 NON-IO EMC
17221760 NON-IO EMC
17205916 NON-IO EMC
17166698 NON-IO EMC
17160341 5 YEARS EMC
17213965 10 YEARS EMC
17172452 NON-IO EMC
17156056 NON-IO MASTER FUNDING
17238609 NON-IO EMC
17257157 NON-IO EMC
17257123 NON-IO EMC
17217938 NON-IO EMC
17224297 NON-IO EMC
17243840 NON-IO MASTER FUNDING
17252819 NON-IO EMC
17238493 NON-IO EMC
17214951 NON-IO EMC
17244446 10 YEARS EMC
17250068 NON-IO EMC
17230708 NON-IO EMC
17218674 NON-IO EMC
17242952 NON-IO EMC
17264007 NON-IO EMC
17160018 NON-IO EMC
17214126 NON-IO EMC
17229252 NON-IO EMC
17243754 NON-IO EMC
17243125 NON-IO EMC
17218788 NON-IO EMC
17250117 NON-IO EMC
17252873 NON-IO EMC
17251706 NON-IO EMC
17205934 NON-IO EMC
17255458 NON-IO EMC
17264182 NON-IO EMC
17229268 NON-IO MASTER FUNDING
17250151 NON-IO EMC
17203719 NON-IO EMC
17255257 10 YEARS EMC
17181857 NON-IO MASTER FUNDING
17255377 NON-IO EMC
17217565 5 YEARS MASTER FUNDING
17228865 NON-IO EMC
17242964 NON-IO EMC
17218642 NON-IO EMC
17231552 NON-IO EMC
17088978 NON-IO EMC
17251513 NON-IO EMC
17172311 NON-IO EMC
17250080 NON-IO EMC
17256435 NON-IO MASTER FUNDING
17219409 NON-IO EMC
17171556 NON-IO EMC
17156030 NON-IO MASTER FUNDING
17221666 NON-IO EMC
17246019 NON-IO EMC
17207355 NON-IO EMC
17238627 NON-IO MASTER FUNDING
17243764 NON-IO EMC
17228830 5 YEARS MASTER FUNDING
17128592 10 YEARS EMC
17171540 10 YEARS EMC
17226340 NON-IO EMC
17238547 NON-IO EMC
17201917 NON-IO EMC
17246725 NON-IO EMC
17224068 NON-IO EMC
17245729 10 YEARS EMC
17226540 NON-IO EMC
17238574 NON-IO EMC
17219288 NON-IO EMC
17251709 NON-IO MASTER FUNDING
17202036 NON-IO EMC
17231668 NON-IO EMC
17231557 NON-IO EMC
17200781 NON-IO EMC
17228919 NON-IO EMC
17250215 NON-IO EMC
17243154 NON-IO EMC
17221780 NON-IO EMC
17207980 NON-IO EMC
17216887 NON-IO EMC
17250112 NON-IO EMC
17256051 NON-IO EMC
17155655 NON-IO EMC
17244720 NON-IO EMC
17238544 NON-IO EMC
17228782 NON-IO EMC
17256555 NON-IO EMC
17231520 NON-IO EMC
17256208 NON-IO EMC
17247896 NON-IO EMC
17255366 NON-IO MASTER FUNDING
17132578 NON-IO EMC
17217807 NON-IO EMC
17242995 NON-IO EMC
17238682 NON-IO EMC
17257016 NON-IO EMC
17228764 NON-IO EMC
17251510 NON-IO EMC
17216941 NON-IO MASTER FUNDING
17154436 NON-IO MASTER FUNDING
17251677 NON-IO EMC
17201955 5 YEARS EMC
17244862 NON-IO EMC
17230812 NON-IO EMC
17248433 NON-IO EMC
17208130 NON-IO EMC
17248498 NON-IO EMC
17229174 5 YEARS EMC
17252711 NON-IO EMC
17238668 NON-IO EMC
17259780 NON-IO EMC
17217928 NON-IO EMC
17221716 NON-IO MASTER FUNDING
17059273 NON-IO EMC
17255410 NON-IO EMC
17230776 NON-IO EMC
17219410 NON-IO EMC
17231619 NON-IO EMC
17217634 NON-IO EMC
17247809 NON-IO EMC
17229121 NON-IO EMC
17217677 NON-IO EMC
17231630 NON-IO EMC
17218804 NON-IO EMC
17238605 NON-IO EMC
17224300 NON-IO EMC
17219388 NON-IO EMC
17231606 NON-IO EMC
17224123 10 YEARS EMC
17203615 NON-IO EMC
17219333 5 YEARS EMC
17248604 NON-IO EMC
17247782 NON-IO EMC
17250220 NON-IO MASTER FUNDING
17215523 NON-IO EMC
17247813 NON-IO EMC
17248491 NON-IO EMC
17175315 NON-IO EMC
17205558 NON-IO EMC
17252650 NON-IO EMC
17207360 NON-IO EMC
17252714 NON-IO EMC
17224259 NON-IO EMC
17238568 NON-IO EMC
17229169 5 YEARS EMC
17250060 NON-IO EMC
17263447 NON-IO EMC
17246049 NON-IO EMC
17168774 NON-IO EMC
17221584 NON-IO EMC
17202660 NON-IO EMC
17231539 NON-IO MASTER FUNDING
17218684 NON-IO EMC
17156291 NON-IO EMC
17252752 NON-IO EMC
17205989 NON-IO EMC
17250134 NON-IO EMC
17238596 NON-IO MASTER FUNDING
17182387 10 YEARS EMC
17246949 NON-IO EMC
17205946 NON-IO EMC
17238631 NON-IO EMC
17175362 NON-IO EMC
17218807 NON-IO EMC
17233992 NON-IO EMC
17207204 NON-IO MASTER FUNDING
17259456 NON-IO EMC
17242950 NON-IO EMC
17204231 NON-IO EMC
17243871 NON-IO EMC
17228904 NON-IO EMC
17214169 NON-IO EMC
17229356 NON-IO EMC
17231548 NON-IO MASTER FUNDING
17257042 NON-IO EMC
17247780 NON-IO EMC
17255435 NON-IO MASTER FUNDING
17244650 NON-IO EMC
17252828 NON-IO EMC
17182602 NON-IO EMC
17148027 NON-IO EMC
17247811 NON-IO MASTER FUNDING
17256485 NON-IO EMC
17246107 NON-IO EMC
17221689 NON-IO EMC
17224385 NON-IO EMC
17252644 NON-IO EMC
17228853 NON-IO EMC
17243810 NON-IO EMC
17221719 NON-IO EMC
17230777 NON-IO EMC
17244559 NON-IO EMC
17250210 NON-IO EMC
17147941 NON-IO EMC
17246091 NON-IO EMC
17207128 NON-IO EMC
17228743 NON-IO EMC
17230161 NON-IO MASTER FUNDING
17171486 NON-IO EMC
17248606 NON-IO EMC
17201760 NON-IO EMC
17156254 5 YEARS MASTER FUNDING
17231496 NON-IO EMC
17224372 NON-IO EMC
17252775 NON-IO MASTER FUNDING
17218736 NON-IO EMC
17216818 NON-IO EMC
17217506 NON-IO MASTER FUNDING
17182553 NON-IO EMC
17230172 NON-IO EMC
17217645 NON-IO EMC
17229153 NON-IO EMC
17215378 NON-IO EMC
17257072 NON-IO EMC
17042072 NON-IO MASTER FUNDING
17218425 NON-IO EMC
17129784 NON-IO EMC
17229474 NON-IO EMC
17224311 NON-IO EMC
17224289 NON-IO EMC
17180312 NON-IO MASTER FUNDING
17252849 NON-IO EMC
17228600 NON-IO EMC
17252791 NON-IO EMC
17247877 NON-IO EMC
17156005 NON-IO MASTER FUNDING
17200652 NON-IO EMC
17160068 NON-IO EMC
17224275 NON-IO EMC
17205597 NON-IO MASTER FUNDING
17243407 NON-IO EMC
17242845 NON-IO EMC
17219124 NON-IO EMC
17160240 NON-IO EMC
17226310 NON-IO MASTER FUNDING
17207327 NON-IO MASTER FUNDING
17256488 NON-IO EMC
17250108 NON-IO EMC
17248567 NON-IO EMC
17217918 NON-IO EMC
17215356 5 YEARS MASTER FUNDING
17248527 NON-IO EMC
17243803 NON-IO EMC
17256467 NON-IO EMC
17170739 NON-IO EMC
17246123 NON-IO EMC
17217926 NON-IO EMC
17256981 NON-IO EMC
17201923 NON-IO EMC
17248616 NON-IO EMC
17224425 NON-IO EMC
17251694 NON-IO EMC
17230773 NON-IO EMC
17167237 NON-IO EMC
17243404 NON-IO EMC
17243077 NON-IO MASTER FUNDING
17218890 NON-IO EMC
17202085 NON-IO EMC
17226396 NON-IO EMC
17214959 NON-IO EMC
17248620 NON-IO EMC
17246247 NON-IO EMC
17208037 NON-IO EMC
17238538 NON-IO EMC
17247763 NON-IO EMC
17208119 NON-IO EMC
17215007 NON-IO EMC
17247774 NON-IO EMC
17264246 NON-IO EMC
17203541 NON-IO EMC
17230828 NON-IO MASTER FUNDING
17247732 NON-IO EMC
17229205 NON-IO MASTER FUNDING
17230782 NON-IO EMC
17155986 NON-IO EMC
17231538 NON-IO EMC
17230635 NON-IO EMC
17230796 NON-IO MASTER FUNDING
17250144 NON-IO EMC
17251650 NON-IO EMC
17218700 NON-IO EMC
17226472 NON-IO EMC
17160038 NON-IO MASTER FUNDING
17218694 NON-IO EMC
17230768 NON-IO EMC
17245992 NON-IO EMC
17229881 NON-IO EMC
17246896 NON-IO EMC
17214270 NON-IO EMC
17230185 NON-IO MASTER FUNDING
17205755 NON-IO EMC
17231486 NON-IO MASTER FUNDING
17156241 NON-IO MASTER FUNDING
17245929 NON-IO EMC
17230771 NON-IO EMC
17214978 NON-IO EMC
17214996 NON-IO EMC
17130423 NON-IO EMC
17252732 NON-IO EMC
17246956 NON-IO EMC
17243135 10 YEARS EMC
17244717 NON-IO EMC
17155947 NON-IO EMC
17255331 NON-IO MASTER FUNDING
17218842 NON-IO EMC
17243751 NON-IO EMC
17243776 NON-IO EMC
17218650 NON-IO EMC
17076870 10 YEARS EMC
17238581 NON-IO EMC
17251680 NON-IO EMC
17238613 NON-IO EMC
17234004 NON-IO EMC
17246887 NON-IO EMC
17202181 NON-IO EMC
17255355 NON-IO EMC
17168748 NON-IO EMC
17159990 NON-IO MASTER FUNDING
17245925 NON-IO EMC
17246795 NON-IO MASTER FUNDING
17170905 NON-IO EMC
17154430 NON-IO EMC
17228831 NON-IO EMC
17245975 NON-IO EMC
17259509 NON-IO EMC
17246874 NON-IO MASTER FUNDING
17250127 NON-IO EMC
17231492 NON-IO EMC
17243085 NON-IO EMC
17230166 NON-IO EMC
17201628 NON-IO MASTER FUNDING
17205864 NON-IO EMC
17246560 NON-IO EMC
17238671 NON-IO EMC
17247729 NON-IO EMC
17060832 NON-IO EMC
17202002 NON-IO EMC
17156270 NON-IO MASTER FUNDING
17132648 10 YEARS EMC
17256137 NON-IO EMC
17217613 NON-IO EMC
17228575 NON-IO EMC
17201734 NON-IO EMC
17256197 NON-IO MASTER FUNDING
17267739 NON-IO EMC
17218799 NON-IO EMC
17181914 NON-IO EMC
17252741 NON-IO EMC
17113382 NON-IO EMC
17216933 NON-IO EMC
17242717 NON-IO EMC
17247836 NON-IO EMC
17216824 NON-IO EMC
17156308 NON-IO EMC
17228905 NON-IO EMC
17152585 NON-IO MASTER FUNDING
17230778 NON-IO EMC
17219167 NON-IO EMC
17243058 NON-IO EMC
17247800 NON-IO EMC
17243786 NON-IO EMC
17229181 NON-IO EMC
17156066 NON-IO MASTER FUNDING
17216969 5 YEARS EMC
17214121 NON-IO EMC
17238541 NON-IO EMC
17229170 NON-IO EMC
17259784 NON-IO EMC
17249967 NON-IO EMC
17244059 NON-IO EMC
17242990 NON-IO EMC
17230685 NON-IO EMC
17247430 NON-IO EMC
17217927 NON-IO EMC
17207287 NON-IO EMC
17218841 NON-IO EMC
17224343 NON-IO EMC
17221700 NON-IO EMC
17230700 5 YEARS EMC
17243089 NON-IO EMC
17155951 NON-IO MASTER FUNDING
17245939 NON-IO EMC
17255363 NON-IO MASTER FUNDING
17229446 NON-IO EMC
17182696 NON-IO EMC
17171568 10 YEARS EMC
17219426 NON-IO EMC
17246009 NON-IO MASTER FUNDING
17156250 NON-IO MASTER FUNDING
17224354 5 YEARS EMC
17215389 NON-IO MASTER FUNDING
17221623 NON-IO EMC
17226464 NON-IO EMC
17255334 NON-IO EMC
17238664 NON-IO EMC
17226334 NON-IO EMC
17218693 NON-IO EMC
17044081 NON-IO EMC
17201621 NON-IO EMC
17224270 NON-IO EMC
17155987 NON-IO EMC
17231503 NON-IO EMC
17250132 NON-IO EMC
17243763 NON-IO EMC
17248537 NON-IO EMC
17229191 NON-IO EMC
17201420 NON-IO EMC
17218660 NON-IO EMC
17263445 NON-IO EMC
17207247 NON-IO EMC
17217004 NON-IO EMC
17231529 NON-IO EMC
17214932 NON-IO MASTER FUNDING
17228846 NON-IO EMC
17230767 NON-IO MASTER FUNDING
17218759 NON-IO EMC
17230709 NON-IO EMC
17245966 NON-IO EMC
17263936 NON-IO EMC
17231528 NON-IO EMC
17217906 NON-IO EMC
17243090 NON-IO EMC
17246763 NON-IO EMC
17224272 NON-IO EMC
17230178 NON-IO EMC
17252720 NON-IO EMC
17246951 NON-IO EMC
17228801 NON-IO EMC
17256125 NON-IO EMC
17230810 NON-IO EMC
17075598 NON-IO EMC
17246855 NON-IO EMC
17175309 NON-IO EMC
17218640 NON-IO EMC
17243848 NON-IO EMC
17226354 NON-IO MASTER FUNDING
17221701 NON-IO EMC
17203660 NON-IO EMC
17243828 NON-IO EMC
17257069 NON-IO EMC
17219351 NON-IO EMC
17156014 NON-IO MASTER FUNDING
17244661 NON-IO EMC
17201688 NON-IO EMC
17231498 NON-IO EMC
17217509 NON-IO EMC
17250062 NON-IO EMC
17167246 NON-IO EMC
17244690 NON-IO EMC
17208075 NON-IO EMC
17250078 NON-IO MASTER FUNDING
17208063 NON-IO EMC
17217554 NON-IO EMC
17065198 NON-IO EMC
17243002 NON-IO EMC
17251755 NON-IO EMC
17252934 NON-IO EMC
17221742 NON-IO EMC
17132261 NON-IO EMC
17218815 NON-IO EMC
17238580 NON-IO EMC
17243864 NON-IO MASTER FUNDING
17214757 NON-IO EMC
17224417 NON-IO MASTER FUNDING
17230766 NON-IO EMC
17231674 NON-IO EMC
17226325 NON-IO EMC
17256342 NON-IO EMC
17228740 NON-IO EMC
17243076 NON-IO EMC
17246014 NON-IO EMC
17259706 NON-IO EMC
17208039 NON-IO MASTER FUNDING
17217601 NON-IO EMC
17259460 NON-IO EMC
17259455 NON-IO EMC
17252816 NON-IO EMC
17238618 NON-IO EMC
17229156 NON-IO MASTER FUNDING
17248466 NON-IO EMC
17218786 NON-IO EMC
17233913 NON-IO EMC
17145990 10 YEARS EMC
17219465 NON-IO EMC
17148276 NON-IO EMC
17257061 NON-IO EMC
17230690 NON-IO EMC
17228640 NON-IO EMC
17226329 NON-IO EMC
17168583 NON-IO EMC
17150180 NON-IO EMC
17246087 NON-IO EMC
17256226 NON-IO EMC
17205507 NON-IO EMC
17238625 NON-IO EMC
17217611 NON-IO EMC
17245987 NON-IO EMC
17244729 NON-IO EMC
17247535 NON-IO EMC
17248623 NON-IO EMC
17214208 NON-IO EMC
17221460 NON-IO EMC
17201608 NON-IO EMC
17228829 NON-IO EMC
17242976 NON-IO EMC
17256196 NON-IO EMC
17243037 5 YEARS EMC
17216840 NON-IO MASTER FUNDING
17151568 NON-IO EMC
17226363 NON-IO EMC
17217517 NON-IO EMC
17228857 NON-IO EMC
17242983 NON-IO EMC
17252786 NON-IO EMC
17215393 NON-IO EMC
17252853 NON-IO EMC
17167241 NON-IO EMC
17231592 NON-IO EMC
17243806 NON-IO EMC
17156086 NON-IO MASTER FUNDING
17061042 NON-IO EMC
17233848 NON-IO EMC
17231578 NON-IO MASTER FUNDING
17205900 NON-IO EMC
17228815 NON-IO EMC
17242982 NON-IO EMC
17259630 NON-IO EMC
17256018 NON-IO EMC
17247829 NON-IO EMC
17229143 NON-IO EMC
17243422 NON-IO EMC
17224306 NON-IO EMC
17255483 NON-IO EMC
17207450 NON-IO EMC
17202629 NON-IO EMC
17248483 NON-IO EMC
17224328 NON-IO EMC
17230511 NON-IO EMC
17246803 NON-IO EMC
17229223 NON-IO EMC
17256574 NON-IO EMC
17175287 NON-IO EMC
17256575 NON-IO MASTER FUNDING
17263443 NON-IO EMC
17216960 NON-IO MASTER FUNDING
17226271 NON-IO EMC
17214950 NON-IO MASTER FUNDING
17175134 NON-IO EMC
17246860 NON-IO EMC
17141692 NON-IO EMC
17226615 10 YEARS EMC
17246076 NON-IO EMC
17217537 NON-IO EMC
17221638 NON-IO EMC
17205591 NON-IO EMC
17257162 NON-IO EMC
17168933 NON-IO EMC
17167183 10 YEARS EMC
17219153 NON-IO EMC
17231440 NON-IO EMC
17230670 NON-IO EMC
17201596 NON-IO EMC
17219294 NON-IO EMC
17175109 NON-IO EMC
17230091 NON-IO EMC
17248493 NON-IO EMC
17201447 10 YEARS EMC
17251618 NON-IO EMC
17230692 NON-IO EMC
17218647 NON-IO EMC
17259463 10 YEARS EMC
17244594 NON-IO EMC
17217505 NON-IO EMC
17247805 NON-IO EMC
17256495 NON-IO MASTER FUNDING
17052273 NON-IO EMC
17246004 NON-IO EMC
17263441 NON-IO EMC
17243149 NON-IO EMC
17247876 NON-IO MASTER FUNDING
17201937 NON-IO EMC
17229617 NON-IO EMC
17149027 NON-IO EMC
17244699 NON-IO EMC
17228984 NON-IO EMC
17224345 NON-IO EMC
17221717 NON-IO EMC
17166683 NON-IO EMC
17200815 NON-IO EMC
17244072 NON-IO EMC
17252767 NON-IO EMC
17166714 NON-IO EMC
17244592 NON-IO EMC
17248593 NON-IO EMC
17202089 NON-IO EMC
17216999 NON-IO EMC
17224295 NON-IO EMC
17224287 NON-IO EMC
17218505 NON-IO EMC
17230196 NON-IO EMC
17218879 NON-IO EMC
17218555 NON-IO EMC
17215452 NON-IO EMC
17255478 NON-IO EMC
17238628 NON-IO EMC
17224232 NON-IO EMC
17242906 NON-IO EMC
17182571 NON-IO EMC
17224014 NON-IO EMC
17207140 NON-IO EMC
17224339 NON-IO EMC
17217920 NON-IO EMC
16776985 NON-IO EMC
17231648 NON-IO EMC
17242957 NON-IO EMC
17229271 NON-IO EMC
17256449 NON-IO EMC
17252887 NON-IO EMC
17146085 NON-IO EMC
17216935 NON-IO EMC
17250191 NON-IO MASTER FUNDING
17141680 NON-IO EMC
17169072 NON-IO EMC
17214271 NON-IO EMC
17238582 NON-IO EMC
17228761 NON-IO EMC
17243024 NON-IO EMC
17250167 NON-IO EMC
17256085 NON-IO EMC
17226267 NON-IO MASTER FUNDING
17229201 NON-IO MASTER FUNDING
17243437 NON-IO EMC
17219403 NON-IO EMC
17167204 NON-IO EMC
17250154 NON-IO MASTER FUNDING
17247868 NON-IO EMC
17217550 NON-IO MASTER FUNDING
17218614 NON-IO EMC
17203703 NON-IO EMC
17230807 NON-IO EMC
17218652 NON-IO EMC
17182698 NON-IO EMC
17252880 NON-IO MASTER FUNDING
17224144 NON-IO EMC
17229140 NON-IO EMC
17256586 NON-IO EMC
17202647 NON-IO EMC
17226336 NON-IO EMC
17251701 NON-IO EMC
17252858 NON-IO EMC
17215382 NON-IO EMC
17231588 NON-IO EMC
17202033 NON-IO EMC
17182427 NON-IO EMC
17141850 5 YEARS MASTER FUNDING
17127952 NON-IO EMC
17217930 NON-IO EMC
17224404 NON-IO EMC
17217527 NON-IO MASTER FUNDING
17228886 NON-IO EMC
17166694 NON-IO EMC
17205891 NON-IO EMC
17218621 NON-IO EMC
17247721 NON-IO EMC
17226286 NON-IO EMC
17205547 NON-IO EMC
17215385 NON-IO EMC
17224331 NON-IO EMC
17230116 NON-IO EMC
17216838 NON-IO EMC
17203720 NON-IO EMC
17238842 NON-IO EMC
17248584 NON-IO EMC
17245983 NON-IO EMC
17229127 5 YEARS EMC
17226311 NON-IO MASTER FUNDING
17205979 NON-IO EMC
17244633 NON-IO EMC
17172313 NON-IO EMC
17229182 NON-IO EMC
17224292 NON-IO MASTER FUNDING
17229166 NON-IO EMC
17215708 NON-IO EMC
17256136 NON-IO EMC
17244685 NON-IO EMC
17244663 NON-IO EMC
17201951 NON-IO EMC
17230733 NON-IO EMC
17156189 NON-IO EMC
17156283 NON-IO MASTER FUNDING
17230127 NON-IO EMC
17224420 NON-IO EMC
17246090 NON-IO EMC
17248583 NON-IO EMC
17208064 NON-IO EMC
17221622 NON-IO EMC
17113227 NON-IO EMC
17244878 10 YEARS EMC
17245738 NON-IO EMC
17216895 NON-IO EMC
17224360 NON-IO EMC
17246040 NON-IO EMC
17218888 NON-IO EMC
17038282 NON-IO EMC
17231533 NON-IO EMC
17215342 NON-IO EMC
17148267 NON-IO EMC
17243010 NON-IO EMC
17132185 NON-IO EMC
17035512 NON-IO EMC
17251651 NON-IO EMC
17244580 NON-IO EMC
17256093 NON-IO EMC
17205718 10 YEARS EMC
17244593 NON-IO MASTER FUNDING
17057990 5 YEARS EMC
17170838 NON-IO EMC
17230752 NON-IO EMC
17244725 NON-IO EMC
17263594 NON-IO EMC
17257113 NON-IO EMC
17218442 NON-IO EMC
17259469 NON-IO EMC
17214930 NON-IO MASTER FUNDING
17218828 NON-IO EMC
17156303 NON-IO MASTER FUNDING
17216847 NON-IO EMC
17150149 NON-IO EMC
17217496 NON-IO EMC
17230115 NON-IO EMC
17243760 NON-IO EMC
17252930 NON-IO EMC
17215436 NON-IO EMC
17251602 NON-IO MASTER FUNDING
17217446 NON-IO EMC
17205579 NON-IO MASTER FUNDING
17141958 NON-IO EMC
17182076 NON-IO EMC
17259598 10 YEARS EMC
17175338 NON-IO EMC
17248522 NON-IO EMC
17219437 5 YEARS EMC
17218366 10 YEARS EMC
17243861 NON-IO EMC
17221621 NON-IO EMC
17202024 NON-IO EMC
17243804 NON-IO EMC
17224283 NON-IO EMC
17238537 NON-IO EMC
17229195 NON-IO EMC
17230716 NON-IO EMC
17251646 NON-IO EMC
17207207 NON-IO EMC
17141856 NON-IO EMC
17244730 NON-IO MASTER FUNDING
17221611 NON-IO MASTER FUNDING
17221750 NON-IO EMC
17238643 NON-IO EMC
17230829 NON-IO EMC
17238591 NON-IO EMC
17150321 NON-IO EMC
17259459 NON-IO EMC
17231647 NON-IO EMC
17246782 NON-IO EMC
17250069 NON-IO EMC
17250212 NON-IO EMC
17215595 NON-IO EMC
17217015 NON-IO EMC
17231524 NON-IO EMC
17221654 NON-IO MASTER FUNDING
17214851 NON-IO EMC
17224323 NON-IO EMC
17246888 NON-IO MASTER FUNDING
17226457 NON-IO EMC
17243796 NON-IO MASTER FUNDING
17250048 NON-IO EMC
17250206 NON-IO EMC
17218490 NON-IO EMC
17248481 NON-IO EMC
17256392 NON-IO EMC
17230751 NON-IO MASTER FUNDING
17219391 NON-IO EMC
17226327 NON-IO MASTER FUNDING
17228728 NON-IO EMC
17243106 NON-IO EMC
17256554 NON-IO EMC
17205575 NON-IO EMC
17228915 10 YEARS EMC
17178430 NON-IO EMC
17216956 NON-IO EMC
17152906 10 YEARS EMC
17245936 NON-IO EMC
17156022 NON-IO MASTER FUNDING
17255539 5 YEARS EMC
17230615 NON-IO EMC
17230452 NON-IO EMC
17238662 NON-IO EMC
17255193 NON-IO EMC
17230130 NON-IO EMC
17245920 NON-IO EMC
17205566 NON-IO EMC
17170908 NON-IO MASTER FUNDING
17255266 NON-IO EMC
17244870 10 YEARS EMC
17207997 NON-IO EMC
17217908 NON-IO EMC
17243015 NON-IO EMC
17152630 NON-IO EMC
17244671 NON-IO EMC
17231549 NON-IO EMC
17243114 NON-IO EMC
17255325 NON-IO EMC
17214986 NON-IO EMC
17248551 NON-IO EMC
17245954 NON-IO EMC
17224367 NON-IO EMC
17257017 NON-IO EMC
17170524 NON-IO EMC
17244737 NON-IO EMC
17251527 NON-IO EMC
17224322 NON-IO EMC
17248612 NON-IO EMC
17155776 10 YEARS EMC
17221636 NON-IO EMC
17243830 NON-IO EMC
17248542 NON-IO EMC
17248586 NON-IO EMC
17257075 NON-IO EMC
17243060 NON-IO EMC
17132238 NON-IO EMC
17214108 NON-IO EMC
17242834 NON-IO EMC
17172251 NON-IO EMC
17231554 NON-IO EMC
17201444 NON-IO EMC
17218845 NON-IO MASTER FUNDING
17205930 NON-IO EMC
17203614 NON-IO EMC
17226523 NON-IO EMC
17256172 NON-IO EMC
17248592 NON-IO EMC
17259457 NON-IO EMC
17219302 NON-IO EMC
17247888 NON-IO EMC
17215474 NON-IO EMC
17243757 NON-IO EMC
17207199 NON-IO EMC
17243033 NON-IO EMC
17224401 NON-IO EMC
17259759 NON-IO EMC
17256173 NON-IO EMC
17246798 NON-IO EMC
17224324 5 YEARS EMC
17218682 NON-IO EMC
17148656 NON-IO EMC
17267746 NON-IO EMC
17205918 NON-IO EMC
17250184 NON-IO EMC
17243988 NON-IO EMC
17279171 NON-IO EMC
17293655 NON-IO EMC
17293674 NON-IO EMC
17295406 NON-IO EMC
17264009 NON-IO EMC
17219365 NON-IO EMC
17275754 NON-IO EMC
17267781 NON-IO EMC
17297557 NON-IO EMC
17255428 NON-IO EMC
17181897 NON-IO EMC
17298369 NON-IO EMC
17264242 NON-IO EMC
17264269 NON-IO EMC
17230187 NON-IO EMC
17299112 NON-IO EMC
17272308 NON-IO EMC
17264308 NON-IO EMC
17257033 5 YEARS EMC
17246959 NON-IO EMC
17257130 NON-IO EMC
17256458 NON-IO EMC
17272517 NON-IO EMC
17256506 NON-IO EMC
17256520 NON-IO EMC
17247874 NON-IO EMC
17263988 NON-IO EMC
17251635 NON-IO EMC
17251637 NON-IO EMC
17280782 NON-IO EMC
17279201 NON-IO EMC
17231422 NON-IO EMC
17278608 NON-IO EMC
17295384 NON-IO EMC
17243884 NON-IO EMC
17265643 NON-IO EMC
17265669 NON-IO EMC
17295440 NON-IO EMC
17244654 NON-IO EMC
17266400 NON-IO EMC
17228837 NON-IO EMC
17128364 NON-IO EMC
17279779 NON-IO EMC
17076639 NON-IO EMC
17274921 NON-IO EMC
17274985 NON-IO EMC
17274997 NON-IO EMC
17256076 NON-IO EMC
17255350 NON-IO EMC
17256082 NON-IO EMC
17243417 NON-IO EMC
17286759 NON-IO EMC
17214830 NON-IO EMC
17228497 NON-IO EMC
17229490 NON-IO EMC
17245774 NON-IO EMC
17246664 NON-IO EMC
17251439 NON-IO EMC
17251470 NON-IO EMC
17252572 NON-IO EMC
17265528 NON-IO EMC
17243405 NON-IO EMC
17243445 NON-IO EMC
17272393 NON-IO EMC
17263538 NON-IO EMC
17217929 NON-IO EMC
17243436 NON-IO EMC
17267741 NON-IO EMC
17267814 NON-IO EMC
17274435 NON-IO EMC
17274976 NON-IO EMC
17275013 NON-IO EMC
17278543 NON-IO EMC
17278567 NON-IO EMC
17279199 NON-IO EMC
17299120 NON-IO EMC
17263952 NON-IO EMC
17265902 NON-IO EMC
17301909 NON-IO EMC
17279245 NON-IO EMC
17302625 NON-IO EMC
17207843 NON-IO EMC
17217911 NON-IO EMC
17243419 NON-IO EMC
17265605 NON-IO EMC
17265601 NON-IO EMC
EXHIBIT
C
FORM
OF
TRANSFEREE AFFIDAVIT AND AGREEMENT
Affidavit
pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
and for other purposes
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
The
undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
the proposed transferee of an Ownership Interest in the Bear Xxxxxxx Asset
Backed Securities I LLC Asset-Backed Certificates, Series 2007-HE6, Class
[R-1][R-2][R-3][RX] Certificates (the “Certificates”) issued pursuant to the
Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Agreement”),
among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller, master servicer and company,
and LaSalle Bank National Association, as trustee (the “Trustee”), and makes
this affidavit on behalf of the Investor for the benefit of the Depositor and
the Trustee. Capitalized terms used, but not defined herein, shall
have the meanings ascribed to such terms in the Agreement.
1. The
Investor is, as of the date hereof, and will be, as of the date of the Transfer,
a Permitted Transferee. The Investor is not acquiring its ownership
interest in the Certificates for the account of a Person other than a Permitted
Transferee.
2. The
Investor has been advised and understands that (i) a tax will be imposed on
Transfers of the Certificates to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is
through an agent (which includes a broker, nominee or middleman) for a Person
that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if
a
subsequent transferee furnishes to such Person an affidavit that such subsequent
transferee is a Permitted Transferee, and at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.
3. The
Investor has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificates if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Investor
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this
purpose, a “pass-through entity” includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury regulations,
Persons holding interests in pass-through entities as a nominee for another
Person.)
4. The
Investor has reviewed the provisions of Section 7.02(i) of the Agreement and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificates, including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding any prohibited
Transfers and mandatory sales. The Investor expressly agrees to be
bound by, and to abide by, such provisions of the Agreement and the restrictions
noted on the face of the Certificates. The Investor understands and
agrees that any breach of any of the representations included herein shall
render the Transfer of the Certificates to the Investor contemplated hereby
null
and void. The Investor consents to any amendment of the Agreement that shall
be
deemed necessary by the Depositor (upon advice of nationally recognized counsel)
to constitute a reasonable arrangement to ensure that the Certificates will
not
be owned directly or indirectly by a Person other than a Permitted
Transferee.
5. The
Investor agrees not to Transfer the Certificates, or cause the Transfer of
the
Certificates by a Person for whom the Investor is acting as nominee, trustee
or
agent, in each case unless it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement containing these
same representations and covenants from the subsequent transferee. In
connection with any such Transfer by the Investor, the Investor agrees to
deliver to the Trustee and the Depositor an affidavit substantially in the
form
set forth as Exhibit R to the Agreement to the effect that the Investor has
no actual knowledge that the Person to which the Transfer is to be made is
not a
Permitted Transferee.
6. The
Investor has historically paid its debts as they have come due, intends to
pay
its debts as they come due in the future, and understands that the taxes
associated with holder an ownership interest in the Certificates may exceed
the
cash flow with respect thereto in some or all periods and intends to pay such
taxes as they become due. The Investor does not have the intention,
and no purpose of the Transfer of the Certificates to the Investor is, to impede
the assessment or collection of any tax legally required to be paid with respect
to the Certificates.
7. The
Investor’s U.S. taxpayer identification number is [_____________].
8. The
Investor is a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “United State Person”).
9. The
Investor is aware that the Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E of
the
Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
unless no significant purpose of the transfer was to impede the assessment
or
collection of tax.
10. The
Investor will not cause income from the Certificates to be attributable to
a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Investor or any other United States
Person.
11. Check
one of the following:
[
] The Transfer of the Certificates complies with U.S. Treasury
Regulation Sections 1.860E-1(c)(7) and (8) and, accordingly:
(i) the
present value of the anticipated tax liabilities associated with holding the
Certificates does not exceed the sum of:
|
|
(a)
|
the
present value of any consideration given to the Investor to acquire
such
Certificates;
|
|
|
(b)
|
the
present value of the expected future distributions on such Certificates;
and
|
|
|
(c)
|
the
present value of the anticipated tax savings associated with holding
such
Certificates as the related REMIC generates losses;
and
|
(ii) the
Transfer of the Certificates will not result in such Certificates being held,
directly or indirectly, by a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Investor or any
other United States Person.
For
purposes of the calculation in clause (i) above, (x) the Investor is assumed
to
pay tax at the highest rate currently specified in Section 11(b)(1) of the
Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of
the highest rate specified in Section 11(b)(1) of the Code if the Investor
has
been subject to the alternative minimum tax under Section 55 of the Code in
the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (y) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by Section
1274(d) of the Code for the month of the transfer and the compounding period
used by the Investor.
[
] The Transfer of the Certificates complies with U.S. Treasury
Regulation Sections 1.860E-1(c)(5) and (6) and, accordingly:
|
|
(i)
|
the
Investor is an “eligible corporation,” as defined in U.S. Treasury
Regulation Section 1.860E-1(c)(6)(i), as to which income from the
Certificates will only be taxed in the United
States;
|
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(ii)
|
at
the time of the Transfer, and at the close of the Investor’s two fiscal
years preceding the fiscal year of the transfer, the Investor had
gross
assets for financial reporting purposes (excluding any obligation
of a
“related person” to the Investor within the meaning of U.S. Treasury
Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
purpose of which is to permit the Investor to satisfy the condition
of
this clause (ii)) in excess of $100 million and net assets in excess
of
$10 million;
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(iii)
|
the
Investor will transfer the Certificates only to another “eligible
corporation,” as defined in U.S. Treasury Regulation Section
1.860E-1(c)(6)(i), in a transaction in which the requirements of
U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
provides a similar affidavit with this box checked;
and
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|
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(iv)
|
the
Investor determined the consideration paid to it to acquire the
Certificates based on reasonable market assumptions (including, but
not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Investor) that it has determined in good
faith and
has concluded that such consideration, together with other assets
of the
Investor, will be sufficient to cover the taxes associated with the
Certificates.
|
[
] None of the above.
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
|
[NAME
OF INVESTOR]
|
||||||||||||
|
By:
|
||||||||||||
|
Name:
|
[Name
of Officer]
|
|||||||||||
|
Title:
|
[Title
of Officer]
|
|||||||||||
|
[Address
of Investor for receipt of distributions]
|
||||||||||||
|
Address
of Investor for receipt of tax
information:
|
||||||||||||
Personally
appeared before me the above-named [Name of Officer], known or proved to me
to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Investor, and acknowledged to me that he/she executed the same
as his/her free act and deed and the free act and deed of the
Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
D
FORM
OF
TRANSFEROR CERTIFICATE
______________,
200___
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Bear Xxxxxxx Asset Backed Securities Trust 2007-HE6
|
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2007-HE6,
Asset-Backed
Certificates, Series 2007-HE6, including the Class ___ Certificates
|
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
Certificates, Series 2007-HE6, Class _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of August 1, 2007, among Bear Xxxxxxx Asset Backed Securities I LLC,
as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller, master
servicer and company, and LaSalle Bank National Association, as trustee (the
“Trustee”). The Seller hereby certifies, represents and warrants to, a covenants
with, the Depositor and the Trustee that:
Neither
the Seller nor anyone acting on its behalf (a) has offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the “Act”), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in
any
manner set forth in the foregoing sentence with respect to any Certificate.
The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing
Agreement.
|
Very
truly yours,
|
||||||||
|
___________________________________________
|
||||||||
|
(Seller)
|
||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
EXHIBIT
E
FORM
OF
INVESTMENT LETTER (NON RULE 144A)
[Date]
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
|
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2007-HE6, Asset-Backed
Certificates, Series 2007-HE6 (the “Certificates”), including the Class ___ Certificates
(the “Privately Offered Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, we confirm
that:
|
(i)
|
we
understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”) or any
applicable state securities or “Blue Sky” laws, and are being sold to us
in a transaction that is exempt from the registration requirements
of such
laws;
|
||
|
(ii)
|
any
information we desired concerning the Certificates, including the
Privately Offered Certificates, the trust in which the Certificates
represent the entire beneficial ownership interest (the “Trust”) or any
other matter we deemed relevant to our decision to purchase Privately
Offered Certificates has been made available to us;
|
||
|
(iii)
|
we
are able to bear the economic risk of investment in Privately Offered
Certificates; we are an institutional “accredited investor” as defined in
Section 501(a) of Regulation D promulgated under the Act and a
sophisticated institutional investor;
|
||
|
(iv)
|
we
are acquiring Privately Offered Certificates for our own account,
not as
nominee for any other person, and not with a present view to any
distribution or other disposition of the Privately Offered
Certificates;
|
||
|
(v)
|
we
agree the Privately Offered Certificates must be held indefinitely
by us
(and may not be sold, pledged, hypothecated or in any way disposed
of)
unless subsequently registered under the Act and any applicable state
securities or “Blue Sky” laws or an exemption from the registration
requirements of the Act and any applicable state securities or “Blue Sky”
laws is available;
|
||
|
(vi)
|
we
agree that in the event that at some future time we wish to dispose
of or
exchange any of the Privately Offered Certificates (such disposition
or
exchange not being currently foreseen or contemplated), we will not
transfer or exchange any of the Privately Offered Certificates
unless:
|
||
|
(A)
(1) the sale is to an
Eligible Purchaser (as defined below), (2) if required by the Pooling
and
Servicing Agreement (as defined below) a letter to substantially
the same
effect as either this letter or, if the Eligible Purchaser is a Qualified
Institutional Buyer as defined under Rule 144A of the Act, the Rule
144A
and Related Matters Certificate in the form attached to the Pooling
and
Servicing Agreement (as defined below) (or such other documentation
as may
be acceptable to the Trustee) is executed promptly by the purchaser
and
delivered to the addressees hereof and (3) all offers or solicitations
in
connection with the sale, whether directly or through any agent acting
on
our behalf, are limited only to Eligible Purchasers and are not made
by
means of any form of general solicitation or general advertising
whatsoever; and
|
|||
|
(B) if
the Privately
Offered Certificate is not registered under the Act (as to which
we
acknowledge you have no obligation), the Privately Offered Certificate
is
sold in a transaction that does not require registration under the
Act and
any applicable state securities or “blue sky” laws and, if LaSalle Bank
National Association (the “Trustee”) so requests, a satisfactory Opinion
of Counsel is furnished to such effect, which Opinion of Counsel
shall be
an expense of the transferor or the transferee;
|
|||
|
(vii)
|
we
agree to be bound by all of the terms (including those relating to
restrictions on transfer) of the Pooling and Servicing, pursuant
to which
the Trust was formed; we have reviewed carefully and understand the
terms
of the Pooling and Servicing Agreement;
|
||
|
(viii)
|
we:
(i) are not acquiring the Privately Offered Certificate directly
or
indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section
4975 of
the Internal Revenue Code of 1986, as amended, or (ii) in the case
of the
Privately Offered Certificates, have provided the Opinion of Counsel
required by the Agreement.
|
||
|
(ix)
|
We
understand that each of the Privately Offered Certificates bears,
and will
continue to bear, a legend to substantiate the following effect:
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 TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN
THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE TRUSTEE 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. NOTWITHSTANDING THE
PREVIOUS
PARAGRAPH, A CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO THE
TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT
TRANSFER OF THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS A
BOOK-ENTRY CERTIFICATE. ANY TRANSFEREE OF THIS CERTIFICATE WILL
BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING
OF THIS
CERTIFICATE (OR INTEREST HEREIN) THAT SUCH TRANSFEREE IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE 1933
ACT.
|
||
|
[In
the case of the Class P, Class CE and Class R
Certificates]:
|
|||
|
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 TRUSTEE
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 TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION
OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
[In
the case of the Class CE Certificates]: NO TRANSFER OF THIS
CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE OF SUCH
CERTIFICATE (1) PROVIDES TO THE TRUSTEE 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
CE 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
TRUSTEE, 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 TRUSTEE
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.
|
|||
“Eligible
Purchaser” means a corporation, partnership or other entity which we have
reasonable grounds to believe and do believe (i) can make representations with
respect to itself to substantially the same effect as the representations set
forth herein, and (ii) is either a Qualified Institutional Buyer as defined
under Rule 144A of the Act or an institutional “Accredited Investor” as defined
under Rule 501 of the Act.
Terms
not
otherwise defined herein shall have the meanings assigned to them in the Pooling
and Servicing Agreement, dated as of August 1, 2007, among Bear Xxxxxxx Asset
Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller,
master servicer and company, and LaSalle Bank National Association, as Trustee
(the “Pooling and Servicing Agreement’).
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any):_________________________
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
___
day of ________, 20___.
|
Very
truly yours,
|
||||||||
|
[PURCHASER]
|
||||||||
|
By:
|
||||||||
|
(Authorized
Officer)
|
||||||||
|
By:
|
||||||||
|
(Attorney-in-fact)
|
||||||||
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
|
[NAME
OF NOMINEE]
|
||||||||
|
By:
|
||||||||
|
(Authorized
Officer)
|
||||||||
|
By:
|
||||||||
|
(Attorney-in-fact)
|
||||||||
EXHIBIT
F
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
LaSalle
Bank National Association
000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxxxxx 00000
|
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2007-HE6,
Asset-Backed
Certificates, Series 2007-HE6 (the “Certificates”), including the Class ___ Certificates (the “Privately Offered Certificates”) |
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, the undersigned
certifies to each of the parties to whom this letter is addressed that it is
a
qualified institutional buyer (as defined in Rule 144A under the Securities
Act
of 1933, as amended (the “Act”)) as follows:
1. It
owned and/or invested on a discretionary basis eligible securities (excluding
affiliate’s securities, bank deposit notes and CD’s, loan participations,
repurchase agreements, securities owned but subject to a repurchase agreement
and swaps), as described below:
Date:
______________, 20__ (must be on or after the close of its most recent fiscal
year)
Amount:
$
_____________________; and
2. The
dollar amount set forth above is:
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a.
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greater
than $100 million and the undersigned is one of the following
entities:
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(1)
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an
insurance company as defined in Section 2(13) of the Act1; or
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(2)
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an
investment company registered under the Investment Company Act or
any
business development company as defined in Section 2(a)(48) of the
Investment Company Act of 1940; or
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1 A
purchase by an insurance company for one or more of its separate
accounts,
as defined by Section 2(a)(37) of the Investment Company Act of 1940,
which are neither registered nor required to be registered thereunder,
shall be deemed to be a purchase for the account of such insurance
company.
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(3)
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a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; or
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(4)
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a
plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political
subdivisions, the laws of which permit the purchase of securities
of this
type, for the benefit of its employees and (ii) the governing investment
guidelines of which permit the purchase of securities of this type;
or
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(5)
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a
business development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940; or
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(6)
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a
corporation (other than a U.S. bank, savings and loan association
or
equivalent foreign institution), partnership, Massachusetts or similar
business trust, or an organization described in Section 501(c)(3)
of the
Internal Revenue Code; or
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(7)
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a
U.S. bank, savings and loan association or equivalent foreign institution,
which has an audited net worth of at least $25 million as demonstrated
in
its latest annual financial statements; or
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(8)
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an
investment adviser registered under the Investment Advisers Act;
or
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b.
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greater
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC; or
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c.
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less
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC and will only purchase Rule 144A securities in transactions
in
which it acts as a riskless principal (as defined in Rule 144A);
or
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d.
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less
than $100 million, and the undersigned is an investment company registered
under the Investment Company Act of 1940, which, together with one
or more
registered investment companies having the same or an affiliated
investment adviser, owns at least $100 million of eligible securities;
or
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e.
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less
than $100 million, and the undersigned is an entity, all the equity
owners
of which are qualified institutional buyers.
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The
undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance
on
its continued compliance with Rule 144A. It is aware that the transferor may
rely on the exemption from the provisions of Section 5 of the Act provided
by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or
for
the account of a Qualified Institutional Buyer to whom notice is given that
the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
an
institutional “accredited investor,” as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public
offering.
The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate in
the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional “accredited
investor,” the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling
and
Servicing Agreement, dated as of August 1, 2007, among Bear Xxxxxxx Asset Backed
Securities I LLC, as depositor, EMC Mortgage Corporation, as seller, master
servicer and company, and LaSalle Bank National Association, as Trustee,
pursuant to which the Certificates were issued.
The
undersigned certifies that it: (i) is not acquiring the Privately Offered
Certificate directly or indirectly by, or on behalf of, an employee benefit
plan
or other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section 4975 of
the
Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately
Offered Certificates, has provided the Opinion of Counsel required by the
Agreement.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): _______________________________________
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
____
day of ___________, 20___.
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Very
truly yours,
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[PURCHASER]
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By:
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(Authorized
Officer)
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By:
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(Attorney-in-fact)
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Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
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[NAME
OF NOMINEE]
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By:
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(Authorized
Officer)
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By:
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(Attorney-in-fact)
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EXHIBIT
G
FORM
OF
REQUEST FOR RELEASE
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To:
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LaSalle
Bank National Association
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0000
Xxxxx Xxxx, Xxxxx 000
Xxx
Xxxxx
Xxxxxxx, Xxxxxxxx 00000
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RE:
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Pooling
and Servicing Agreement, dated as of August 1, 2007, among Bear
Xxxxxxx
Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation, as seller, master servicer and company, and LaSalle Bank National Association, as Trustee |
In
connection with the administration of the Mortgage Loans held by you pursuant
to
the above-captioned Pooling and Servicing Agreement, we request the release,
and
hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described
below, for the reason indicated.
Mortgagor’s
Name, Address & Zip Code:
Mortgage
Loan Number:
Reason
for Requesting Documents (check one):
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1.
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Mortgage
Loan paid in full. ([The Master Servicer] [The Trustee] hereby
certifies that all amounts received in connection therewith have
been
credited to ______________________________.)
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_____
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2.
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Mortgage
Loan in foreclosure.
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_____
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3.
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Repurchase.
(The [Master Servicer] [Trustee] hereby certifies that the repurchase
price has been credited to ________________________.)
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_____
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4.
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A
Mortgage Loan liquidated by _________________________. ([The
Master Servicer] [The Trustee] hereby certifies that all proceeds
of the
foreclosure, insurance, condemnation or other liquidation have been
finally received and credited to ______________________.)
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_____
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5.
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Other
(explain)
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By:
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(authorized
signer)
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Issuer:
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Address:
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