BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2006 BEAR STEARNS ASSET BACKED SECURITIES I...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor,
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of June 1, 2006
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-HE6
ASSET-BACKED
CERTIFICATES, SERIES 2006-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 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 THE MORTGAGE LOANS
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer 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
|
Annual
Statement as to Compliance.
|
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.15
|
Books
and Records.
|
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
|
Section
3.18
|
UCC.
|
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section
3.21
|
Group
I Reserve Fund; Payments to and from Swap Administrator; Group I
Supplemental Interest Trust.
|
|
Section
3.22
|
Group
II Reserve Fund; Payments to and from Swap Administrator; Group II
Supplemental Interest Trust.
|
|
Section
3.23
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
|
Section
3.24
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
|
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
|
Section
4.04
|
Distribution
Account.
|
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
|
Section
4.06
|
Class
I-P Certificate Account.
|
|
Section
4.07
|
Class
II-P Certificate Account.
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
|
Section
5.01
|
Advances.
|
|
Section
5.02
|
Compensating
Interest Payments.
|
|
Section
5.03
|
REMIC
Distributions.
|
|
Section
5.04
|
Distributions.
|
|
Section
5.05
|
Allocation
of Realized Losses.
|
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
|
Section
6.01
|
The
Certificates.
|
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
6.04
|
Persons
Deemed Owners.
|
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
Section
6.06
|
Book-Entry
Certificates.
|
|
Section
6.07
|
Notices
to Depository.
|
|
Section
6.08
|
Definitive
Certificates.
|
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
|
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others.
|
|
Section
7.05
|
Master
Servicer Not to Resign.
|
|
Section
7.06
|
Successor
Master Servicer.
|
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
|
Section
8.01
|
Events
of Default.
|
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
8.03
|
Notification
to Certificateholders.
|
|
Section
8.04
|
Waiver
of Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE
|
Section
9.01
|
Duties
of Trustee.
|
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
9.04
|
Trustee
May Own Certificates.
|
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
|
Section
9.07
|
Insurance.
|
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
|
Section
9.09
|
Successor
Trustee.
|
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
|
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
|
Section
10.02
|
Final
Distribution on the Certificates.
|
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
Section
11.01
|
Amendment.
|
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
|
Section
11.03
|
Governing
Law.
|
|
Section
11.04
|
Intention
of Parties.
|
|
Section
11.05
|
Notices.
|
|
Section
11.06
|
Severability
of Provisions.
|
|
Section
11.07
|
Assignment.
|
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
|
Section
11.09
|
Inspection
and Audit Rights.
|
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
|
Section
11.11
|
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 Transfer Affidavit
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Group
I Swap Agreement
|
|
Exhibit
N
|
Group
II Swap Agreement
|
|
Exhibit
O
|
[Reserved]
|
|
Exhibit
P
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
Q
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
R
|
Additional
Disclosure Notification
|
POOLING
AND SERVICING AGREEMENT, dated as of June 1, 2006, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (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 will elect to treat the segregated pool of assets
consisting of the Group I Mortgage Loans and certain other related assets
subject to this Agreement (other than the Group I Reserve Fund, any related
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group
I
Supplemental Interest Trust, the Group I Swap Agreement, the Group I Swap
Account and any rights or obligations in respect of the Swap Administration
Agreement) as a REMIC (as defined herein) for federal income tax purposes,
and
such segregated pool of assets will be designated as “REMIC I”. The Class I-R-1
Certificates will be the sole class of Residual Interests (as defined herein)
in
REMIC I for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the Uncertificated REMIC I
Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests (as
defined herein). None of the REMIC I Regular Interests will be
certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|
|
I-1-A
|
Variable(2)
|
$
1,864,231.85
|
July
25, 2036
|
|
|
I-1-B
|
Variable(2)
|
$
1,864,231.85
|
July
25, 2036
|
|
|
I-2-A
|
Variable(2)
|
$
2,370,937.10
|
July
25, 2036
|
|
|
I-2-B
|
Variable(2)
|
$
2,370,937.10
|
July
25, 2036
|
|
|
I-3-A
|
Variable(2)
|
$
2,876,146.69
|
July
25, 2036
|
|
|
I-3-B
|
Variable(2)
|
$
2,876,146.69
|
July
25, 2036
|
|
|
I-4-A
|
Variable(2)
|
$
3,375,457.61
|
July
25, 2036
|
|
|
I-4-B
|
Variable(2)
|
$
3,375,457.61
|
July
25, 2036
|
|
|
I-5-A
|
Variable(2)
|
$
3,863,713.90
|
July
25, 2036
|
|
|
I-5-B
|
Variable(2)
|
$
3,863,713.90
|
July
25, 2036
|
|
|
I-6-A
|
Variable(2)
|
$
4,336,836.71
|
July
25, 2036
|
|
|
I-6-B
|
Variable(2)
|
$
4,336,836.71
|
July
25, 2036
|
|
|
I-7-A
|
Variable(2)
|
$
4,789,101.45
|
July
25, 2036
|
|
|
I-7-B
|
Variable(2)
|
$
4,789,101.45
|
July
25, 2036
|
|
|
I-8-A
|
Variable(2)
|
$
5,216,769.43
|
July
25, 2036
|
|
|
I-8-B
|
Variable(2)
|
$
5,216,769.43
|
July
25, 2036
|
|
|
I-9-A
|
Variable(2)
|
$
5,610,241.83
|
July
25, 2036
|
|
|
I-9-B
|
Variable(2)
|
$
5,610,241.83
|
July
25, 2036
|
|
|
I-10-A
|
Variable(2)
|
$
5,860,950.19
|
July
25, 2036
|
|
|
I-10-B
|
Variable(2)
|
$
5,860,950.19
|
July
25, 2036
|
|
|
I-11-A
|
Variable(2)
|
$
5,613,081.92
|
July
25, 2036
|
|
|
I-11-B
|
Variable(2)
|
$
5,613,081.92
|
July
25, 2036
|
|
|
I-12-A
|
Variable(2)
|
$
5,363,617.41
|
July
25, 2036
|
|
|
I-12-B
|
Variable(2)
|
$
5,363,617.41
|
July
25, 2036
|
|
|
I-13-A
|
Variable(2)
|
$
5,119,784.12
|
July
25, 2036
|
|
|
I-13-B
|
Variable(2)
|
$
5,119,784.12
|
July
25, 2036
|
|
|
I-14-A
|
Variable(2)
|
$
4,887,151.04
|
July
25, 2036
|
|
|
I-14-B
|
Variable(2)
|
$
4,887,151.04
|
July
25, 2036
|
|
|
I-15-A
|
Variable(2)
|
$
4,665,200.01
|
July
25, 2036
|
|
|
I-15-B
|
Variable(2)
|
$
4,665,200.01
|
July
25, 2036
|
|
|
I-16-A
|
Variable(2)
|
$
4,453,436.93
|
July
25, 2036
|
|
|
I-16-B
|
Variable(2)
|
$
4,453,436.93
|
July
25, 2036
|
|
|
I-17-A
|
Variable(2)
|
$
4,251,386.31
|
July
25, 2036
|
|
|
I-17-B
|
Variable(2)
|
$
4,251,386.31
|
July
25, 2036
|
|
|
I-18-A
|
Variable(2)
|
$
4,058,608.09
|
July
25, 2036
|
|
|
I-18-B
|
Variable(2)
|
$
4,058,608.09
|
July
25, 2036
|
|
|
I-19-A
|
Variable(2)
|
$
3,874,669.16
|
July
25, 2036
|
|
|
I-19-B
|
Variable(2)
|
$
3,874,669.16
|
July
25, 2036
|
|
|
I-20-A
|
Variable(2)
|
$
3,699,161.02
|
July
25, 2036
|
|
|
I-20-B
|
Variable(2)
|
$
3,699,161.02
|
July
25, 2036
|
|
|
I-21-A
|
Variable(2)
|
$
3,531,694.24
|
July
25, 2036
|
|
|
I-21-B
|
Variable(2)
|
$
3,531,694.24
|
July
25, 2036
|
|
|
I-22-A
|
Variable(2)
|
$
3,371,429.93
|
July
25, 2036
|
|
|
I-22-B
|
Variable(2)
|
$
3,371,429.93
|
July
25, 2036
|
|
|
I-23-A
|
Variable(2)
|
$
3,209,012.31
|
July
25, 2036
|
|
|
I-23-B
|
Variable(2)
|
$
3,209,012.31
|
July
25, 2036
|
|
|
I-24-A
|
Variable(2)
|
$
3,064,415.56
|
July
25, 2036
|
|
|
I-24-B
|
Variable(2)
|
$
3,064,415.56
|
July
25, 2036
|
|
|
I-25-A
|
Variable(2)
|
$
2,926,440.60
|
July
25, 2036
|
|
|
I-25-B
|
Variable(2)
|
$
2,926,440.60
|
July
25, 2036
|
|
|
I-26-A
|
Variable(2)
|
$
2,794,755.75
|
July
25, 2036
|
|
|
I-26-B
|
Variable(2)
|
$
2,794,755.75
|
July
25, 2036
|
|
|
I-27-A
|
Variable(2)
|
$
2,669,071.68
|
July
25, 2036
|
|
|
I-27-B
|
Variable(2)
|
$
2,669,071.68
|
July
25, 2036
|
|
|
I-28-A
|
Variable(2)
|
$
2,549,078.67
|
July
25, 2036
|
|
|
I-28-B
|
Variable(2)
|
$
2,549,078.67
|
July
25, 2036
|
|
|
I-29-A
|
Variable(2)
|
$
2,434,363.41
|
July
25, 2036
|
|
|
I-29-B
|
Variable(2)
|
$
2,434,363.41
|
July
25, 2036
|
|
|
I-30-A
|
Variable(2)
|
$
2,325,098.85
|
July
25, 2036
|
|
|
I-30-B
|
Variable(2)
|
$
2,325,098.85
|
July
25, 2036
|
|
|
I-31-A
|
Variable(2)
|
$
2,220,837.47
|
July
25, 2036
|
|
|
I-31-B
|
Variable(2)
|
$
2,220,837.47
|
July
25, 2036
|
|
|
I-32-A
|
Variable(2)
|
$
2,121,281.63
|
July
25, 2036
|
|
|
I-32-B
|
Variable(2)
|
$
2,121,281.63
|
July
25, 2036
|
|
|
I-33-A
|
Variable(2)
|
$
2,026,161.11
|
July
25, 2036
|
|
|
I-33-B
|
Variable(2)
|
$
2,026,161.11
|
July
25, 2036
|
|
|
I-34-A
|
Variable(2)
|
$
1,935,421.88
|
July
25, 2036
|
|
|
I-34-B
|
Variable(2)
|
$
1,935,421.88
|
July
25, 2036
|
|
|
I-35-A
|
Variable(2)
|
$
1,848,794.65
|
July
25, 2036
|
|
|
I-35-B
|
Variable(2)
|
$
1,848,794.65
|
July
25, 2036
|
|
|
I-36-A
|
Variable(2)
|
$
1,766,141.15
|
July
25, 2036
|
|
|
I-36-B
|
Variable(2)
|
$
1,766,141.15
|
July
25, 2036
|
|
|
I-37-A
|
Variable(2)
|
$
1,687,231.79
|
July
25, 2036
|
|
|
I-37-B
|
Variable(2)
|
$
1,687,231.79
|
July
25, 2036
|
|
|
I-38-A
|
Variable(2)
|
$
1,611,904.09
|
July
25, 2036
|
|
|
I-38-B
|
Variable(2)
|
$
1,611,904.09
|
July
25, 2036
|
|
|
I-39-A
|
Variable(2)
|
$
1,539,974.45
|
July
25, 2036
|
|
|
I-39-B
|
Variable(2)
|
$
1,539,974.45
|
July
25, 2036
|
|
|
I-40-A
|
Variable(2)
|
$
1,471,317.64
|
July
25, 2036
|
|
|
I-40-B
|
Variable(2)
|
$
1,471,317.64
|
July
25, 2036
|
|
|
I-41-A
|
Variable(2)
|
$
1,405,765.23
|
July
25, 2036
|
|
|
I-41-B
|
Variable(2)
|
$
1,405,765.23
|
July
25, 2036
|
|
|
I-42-A
|
Variable(2)
|
$
1,343,181.43
|
July
25, 2036
|
|
|
I-42-B
|
Variable(2)
|
$
1,343,181.43
|
July
25, 2036
|
|
|
I-43-A
|
Variable(2)
|
$
1,283,424.33
|
July
25, 2036
|
|
|
I-43-B
|
Variable(2)
|
$
1,283,424.33
|
July
25, 2036
|
|
|
I-44-A
|
Variable(2)
|
$
1,226,370.62
|
July
25, 2036
|
|
|
I-44-B
|
Variable(2)
|
$
1,226,370.62
|
July
25, 2036
|
|
|
I-45-A
|
Variable(2)
|
$
1,171,893.70
|
July
25, 2036
|
|
|
I-45-B
|
Variable(2)
|
$
1,171,893.70
|
July
25, 2036
|
|
|
I-46-A
|
Variable(2)
|
$
1,119,875.82
|
July
25, 2036
|
|
|
I-46-B
|
Variable(2)
|
$
1,119,875.82
|
July
25, 2036
|
|
|
I-47-A
|
Variable(2)
|
$
1,070,203.72
|
July
25, 2036
|
|
|
I-47-B
|
Variable(2)
|
$
1,070,203.72
|
July
25, 2036
|
|
|
I-48-A
|
Variable(2)
|
$
18,103,358.11
|
July
25, 2036
|
|
|
I-48-B
|
Variable(2)
|
$
18,103,358.11
|
July
25, 2036
|
|
|
I-49-A
|
Variable(2)
|
$
173,090.45
|
July
25, 2036
|
|
|
I-49-B
|
Variable(2)
|
$
173,090.45
|
July
25, 2036
|
|
|
I-50-A
|
Variable(2)
|
$
167,673.10
|
July
25, 2036
|
|
|
I-50-B
|
Variable(2)
|
$
167,673.10
|
July
25, 2036
|
|
|
I-51-A
|
Variable(2)
|
$
162,424.53
|
July
25, 2036
|
|
|
I-51-B
|
Variable(2)
|
$
162,424.53
|
July
25, 2036
|
|
|
I-52-A
|
Variable(2)
|
$
157,339.49
|
July
25, 2036
|
|
|
I-52-B
|
Variable(2)
|
$
157,339.49
|
July
25, 2036
|
|
|
I-53-A
|
Variable(2)
|
$
152,412.88
|
July
25, 2036
|
|
|
I-53-B
|
Variable(2)
|
$
152,412.88
|
July
25, 2036
|
|
|
I-54-A
|
Variable(2)
|
$
147,639.82
|
July
25, 2036
|
|
|
I-54-B
|
Variable(2)
|
$
147,639.82
|
July
25, 2036
|
|
|
I-55-A
|
Variable(2)
|
$
143,015.52
|
July
25, 2036
|
|
|
I-55-B
|
Variable(2)
|
$
143,015.52
|
July
25, 2036
|
|
|
I-56-A
|
Variable(2)
|
$
138,535.36
|
July
25, 2036
|
|
|
I-56-B
|
Variable(2)
|
$
138,535.36
|
July
25, 2036
|
|
|
I-57-A
|
Variable(2)
|
$
134,194.86
|
July
25, 2036
|
|
|
I-57-B
|
Variable(2)
|
$
134,194.86
|
July
25, 2036
|
|
|
I-58-A
|
Variable(2)
|
$
130,070.37
|
July
25, 2036
|
|
|
I-58-B
|
Variable(2)
|
$
130,070.37
|
July
25, 2036
|
|
|
I-59-A
|
Variable(2)
|
$
125,991.91
|
July
25, 2036
|
|
|
I-59-B
|
Variable(2)
|
$
125,991.91
|
July
25, 2036
|
|
|
I-60-A
|
Variable(2)
|
$
3,862,689.54
|
July
25, 2036
|
|
|
I-60-B
|
Variable(2)
|
$
3,862,689.54
|
July
25, 2036
|
|
|
P
|
0.00%
|
$
100.00
|
July
25, 2036
|
|
___________________________
|
(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
Group I
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 will elect to treat the segregated pool of assets
consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement (other than the Group II Reserve Fund, any related
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the Group
II
Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap
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 II”. The Class II-R-1 Certificates will
be the sole class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the designation, the
Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC
II Regular Interests (as defined herein). None of the REMIC II Regular Interests
will be certificated.
|
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
|
|
II-1-A
|
Variable(2)
|
$
1,398,241.09
|
June
25, 2036
|
|
|
II-1-B
|
Variable(2)
|
$
1,398,241.09
|
June
25, 2036
|
|
|
II-2-A
|
Variable(2)
|
$
1,711,880.65
|
June
25, 2036
|
|
|
II-2-B
|
Variable(2)
|
$
1,711,880.65
|
June
25, 2036
|
|
|
II-3-A
|
Variable(2)
|
$
2,022,267.16
|
June
25, 2036
|
|
|
II-3-B
|
Variable(2)
|
$
2,022,267.16
|
June
25, 2036
|
|
|
II-4-A
|
Variable(2)
|
$
2,326,967.53
|
June
25, 2036
|
|
|
II-4-B
|
Variable(2)
|
$
2,326,967.53
|
June
25, 2036
|
|
|
II-5-A
|
Variable(2)
|
$
2,622,238.94
|
June
25, 2036
|
|
|
II-5-B
|
Variable(2)
|
$
2,622,238.94
|
June
25, 2036
|
|
|
II-6-A
|
Variable(2)
|
$
2,906,184.54
|
June
25, 2036
|
|
|
II-6-B
|
Variable(2)
|
$
2,906,184.54
|
June
25, 2036
|
|
|
II-7-A
|
Variable(2)
|
$
3,175,706.42
|
June
25, 2036
|
|
|
II-7-B
|
Variable(2)
|
$
3,175,706.42
|
June
25, 2036
|
|
|
II-8-A
|
Variable(2)
|
$
3,428,139.21
|
June
25, 2036
|
|
|
II-8-B
|
Variable(2)
|
$
3,428,139.21
|
June
25, 2036
|
|
|
II-9-A
|
Variable(2)
|
$
3,646,021.68
|
June
25, 2036
|
|
|
II-9-B
|
Variable(2)
|
$
3,646,021.68
|
June
25, 2036
|
|
|
II-10-A
|
Variable(2)
|
$
3,555,385.75
|
June
25, 2036
|
|
|
II-10-B
|
Variable(2)
|
$
3,555,385.75
|
June
25, 2036
|
|
|
II-11-A
|
Variable(2)
|
$
3,400,710.28
|
June
25, 2036
|
|
|
II-11-B
|
Variable(2)
|
$
3,400,710.28
|
June
25, 2036
|
|
|
II-12-A
|
Variable(2)
|
$
3,249,159.31
|
June
25, 2036
|
|
|
II-12-B
|
Variable(2)
|
$
3,249,159.31
|
June
25, 2036
|
|
|
II-13-A
|
Variable(2)
|
$
3,104,471.94
|
June
25, 2036
|
|
|
II-13-B
|
Variable(2)
|
$
3,104,471.94
|
June
25, 2036
|
|
|
II-14-A
|
Variable(2)
|
$
2,966,333.69
|
June
25, 2036
|
|
|
II-14-B
|
Variable(2)
|
$
2,966,333.69
|
June
25, 2036
|
|
|
II-15-A
|
Variable(2)
|
$
2,834,444.61
|
June
25, 2036
|
|
|
II-15-B
|
Variable(2)
|
$
2,834,444.61
|
June
25, 2036
|
|
|
II-16-A
|
Variable(2)
|
$
2,708,518.59
|
June
25, 2036
|
|
|
II-16-B
|
Variable(2)
|
$
2,708,518.59
|
June
25, 2036
|
|
|
II-17-A
|
Variable(2)
|
$
2,588,282.75
|
June
25, 2036
|
|
|
II-17-B
|
Variable(2)
|
$
2,588,282.75
|
June
25, 2036
|
|
|
II-18-A
|
Variable(2)
|
$
2,473,476.81
|
June
25, 2036
|
|
|
II-18-B
|
Variable(2)
|
$
2,473,476.81
|
June
25, 2036
|
|
|
II-19-A
|
Variable(2)
|
$
2,363,852.45
|
June
25, 2036
|
|
|
II-19-B
|
Variable(2)
|
$
2,363,852.45
|
June
25, 2036
|
|
|
II-20-A
|
Variable(2)
|
$
2,259,172.85
|
June
25, 2036
|
|
|
II-20-B
|
Variable(2)
|
$
2,259,172.85
|
June
25, 2036
|
|
|
II-21-A
|
Variable(2)
|
$
2,158,975.63
|
June
25, 2036
|
|
|
II-21-B
|
Variable(2)
|
$
2,158,975.63
|
June
25, 2036
|
|
|
II-22-A
|
Variable(2)
|
$
2,057,208.64
|
June
25, 2036
|
|
|
II-22-B
|
Variable(2)
|
$
2,057,208.64
|
June
25, 2036
|
|
|
II-23-A
|
Variable(2)
|
$
1,965,795.77
|
June
25, 2036
|
|
|
II-23-B
|
Variable(2)
|
$
1,965,795.77
|
June
25, 2036
|
|
|
II-24-A
|
Variable(2)
|
$
1,879,363.49
|
June
25, 2036
|
|
|
II-24-B
|
Variable(2)
|
$
1,879,363.49
|
June
25, 2036
|
|
|
II-25-A
|
Variable(2)
|
$
1,796,803.34
|
June
25, 2036
|
|
|
II-25-B
|
Variable(2)
|
$
1,796,803.34
|
June
25, 2036
|
|
|
II-26-A
|
Variable(2)
|
$
1,717,939.43
|
June
25, 2036
|
|
|
II-26-B
|
Variable(2)
|
$
1,717,939.43
|
June
25, 2036
|
|
|
II-27-A
|
Variable(2)
|
$
1,642,581.07
|
June
25, 2036
|
|
|
II-27-B
|
Variable(2)
|
$
1,642,581.07
|
June
25, 2036
|
|
|
II-28-A
|
Variable(2)
|
$
1,569,588.04
|
June
25, 2036
|
|
|
II-28-B
|
Variable(2)
|
$
1,569,588.04
|
June
25, 2036
|
|
|
II-29-A
|
Variable(2)
|
$
1,500,804.59
|
June
25, 2036
|
|
|
II-29-B
|
Variable(2)
|
$
1,500,804.59
|
June
25, 2036
|
|
|
II-30-A
|
Variable(2)
|
$
1,435,220.02
|
June
25, 2036
|
|
|
II-30-B
|
Variable(2)
|
$
1,435,220.02
|
June
25, 2036
|
|
|
II-31-A
|
Variable(2)
|
$
1,372,559.52
|
June
25, 2036
|
|
|
II-31-B
|
Variable(2)
|
$
1,372,559.52
|
June
25, 2036
|
|
|
II-32-A
|
Variable(2)
|
$
1,312,690.77
|
June
25, 2036
|
|
|
II-32-B
|
Variable(2)
|
$
1,312,690.77
|
June
25, 2036
|
|
|
II-33-A
|
Variable(2)
|
$
1,255,418.52
|
June
25, 2036
|
|
|
II-33-B
|
Variable(2)
|
$
1,255,418.52
|
June
25, 2036
|
|
|
II-34-A
|
Variable(2)
|
$
1,200,749.20
|
June
25, 2036
|
|
|
II-34-B
|
Variable(2)
|
$
1,200,749.20
|
June
25, 2036
|
|
|
II-35-A
|
Variable(2)
|
$
1,148,518.93
|
June
25, 2036
|
|
|
II-35-B
|
Variable(2)
|
$
1,148,518.93
|
June
25, 2036
|
|
|
II-36-A
|
Variable(2)
|
$
1,098,618.24
|
June
25, 2036
|
|
|
II-36-B
|
Variable(2)
|
$
1,098,618.24
|
June
25, 2036
|
|
|
II-37-A
|
Variable(2)
|
$
1,050,932.43
|
June
25, 2036
|
|
|
II-37-B
|
Variable(2)
|
$
1,050,932.43
|
June
25, 2036
|
|
|
II-38-A
|
Variable(2)
|
$
1,005,361.56
|
June
25, 2036
|
|
|
II-38-B
|
Variable(2)
|
$
1,005,361.56
|
June
25, 2036
|
|
|
II-39-A
|
Variable(2)
|
$
961,797.36
|
June
25, 2036
|
|
|
II-39-B
|
Variable(2)
|
$
961,797.36
|
June
25, 2036
|
|
|
II-40-A
|
Variable(2)
|
$
920,173.19
|
June
25, 2036
|
|
|
II-40-B
|
Variable(2)
|
$
920,173.19
|
June
25, 2036
|
|
|
II-41-A
|
Variable(2)
|
$
880,392.38
|
June
25, 2036
|
|
|
II-41-B
|
Variable(2)
|
$
880,392.38
|
June
25, 2036
|
|
|
II-42-A
|
Variable(2)
|
$
842,371.56
|
June
25, 2036
|
|
|
II-42-B
|
Variable(2)
|
$
842,371.56
|
June
25, 2036
|
|
|
II-43-A
|
Variable(2)
|
$
806,030.39
|
June
25, 2036
|
|
|
II-43-B
|
Variable(2)
|
$
806,030.39
|
June
25, 2036
|
|
|
II-44-A
|
Variable(2)
|
$
771,293.32
|
June
25, 2036
|
|
|
II-44-B
|
Variable(2)
|
$
771,293.32
|
June
25, 2036
|
|
|
II-45-A
|
Variable(2)
|
$
738,087.70
|
June
25, 2036
|
|
|
II-45-B
|
Variable(2)
|
$
738,087.70
|
June
25, 2036
|
|
|
II-46-A
|
Variable(2)
|
$
706,345.32
|
June
25, 2036
|
|
|
II-46-B
|
Variable(2)
|
$
706,345.32
|
June
25, 2036
|
|
|
II-47-A
|
Variable(2)
|
$
676,001.05
|
June
25, 2036
|
|
|
II-47-B
|
Variable(2)
|
$
676,001.05
|
June
25, 2036
|
|
|
II-48-A
|
Variable(2)
|
$
10,236,303.93
|
June
25, 2036
|
|
|
II-48-B
|
Variable(2)
|
$
10,236,303.93
|
June
25, 2036
|
|
|
II-49-A
|
Variable(2)
|
$
167,490.46
|
June
25, 2036
|
|
|
II-49-B
|
Variable(2)
|
$
167,490.46
|
June
25, 2036
|
|
|
II-50-A
|
Variable(2)
|
$
162,230.08
|
June
25, 2036
|
|
|
II-50-B
|
Variable(2)
|
$
162,230.08
|
June
25, 2036
|
|
|
II-51-A
|
Variable(2)
|
$
157,134.11
|
June
25, 2036
|
|
|
II-51-B
|
Variable(2)
|
$
157,134.11
|
June
25, 2036
|
|
|
II-52-A
|
Variable(2)
|
$
152,197.42
|
June
25, 2036
|
|
|
II-52-B
|
Variable(2)
|
$
152,197.42
|
June
25, 2036
|
|
|
II-53-A
|
Variable(2)
|
$
147,415.04
|
June
25, 2036
|
|
|
II-53-B
|
Variable(2)
|
$
147,415.04
|
June
25, 2036
|
|
|
II-54-A
|
Variable(2)
|
$
142,782.20
|
June
25, 2036
|
|
|
II-54-B
|
Variable(2)
|
$
142,782.20
|
June
25, 2036
|
|
|
II-55-A
|
Variable(2)
|
$
138,294.21
|
June
25, 2036
|
|
|
II-55-B
|
Variable(2)
|
$
138,294.21
|
June
25, 2036
|
|
|
II-56-A
|
Variable(2)
|
$
133,946.58
|
June
25, 2036
|
|
|
II-56-B
|
Variable(2)
|
$
133,946.58
|
June
25, 2036
|
|
|
II-57-A
|
Variable(2)
|
$
129,734.92
|
June
25, 2036
|
|
|
II-57-B
|
Variable(2)
|
$
129,734.92
|
June
25, 2036
|
|
|
II-58-A
|
Variable(2)
|
$
125,956.55
|
June
25, 2036
|
|
|
II-58-B
|
Variable(2)
|
$
125,956.55
|
June
25, 2036
|
|
|
II-59-A
|
Variable(2)
|
$
121,999.59
|
June
25, 2036
|
|
|
II-59-B
|
Variable(2)
|
$
121,999.59
|
June
25, 2036
|
|
|
II-60-A
|
Variable(2)
|
$
3,718,681.79
|
June
25, 2036
|
|
|
II-60-B
|
Variable(2)
|
$
3,718,681.79
|
June
25, 2036
|
|
|
P
|
0.00%
|
$
100.00
|
June
25, 2036
|
|
___________________________
|
(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
Group
II 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.
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests and 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 I-R-2 Certificates will be the sole
class of Residual Interests in REMIC III for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Uncertificated
REMIC III 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 III Regular Interests (as
defined herein). None of the REMIC III Regular Interests will be
certificated.
|
Designation
|
Uncertificated
REMIC III
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
|
I-AA
|
Variable(2)
|
$
324,329,158.32
|
July
25, 2036
|
|
I-A-1
|
Variable(2)
|
$
1,548,370.00
|
July
25, 2036
|
|
I-A-2
|
Variable(2)
|
$
823,590.00
|
July
25, 2036
|
|
I-A-3
|
Variable(2)
|
$
120,080.00
|
July
25, 2036
|
|
I-M-1
|
Variable(2)
|
$
185,330.00
|
July
25, 2036
|
|
I-M-2
|
Variable(2)
|
$
130,730.00
|
July
25, 2036
|
|
I-M-3
|
Variable(2)
|
$
76,120.00
|
July
25, 2036
|
|
I-M-4
|
Variable(2)
|
$
64,530.00
|
July
25, 2036
|
|
I-M-5
|
Variable(2)
|
$
62,880.00
|
July
25, 2036
|
|
I-M-6
|
Variable(2)
|
$
49,640.00
|
July
25, 2036
|
|
I-M-7
|
Variable(2)
|
$
43,020.00
|
July
25, 2036
|
|
I-M-8
|
Variable(2)
|
$
24,820.00
|
July
25, 2036
|
|
I-M-9
|
Variable(2)
|
$
43,020.00
|
July
25, 2036
|
|
I-M-10
|
Variable(2)
|
$
49,640.00
|
July
25, 2036
|
|
I-M-11
|
Variable(2)
|
$
38,060.00
|
July
25, 2036
|
|
I-ZZ
|
Variable(2)
|
$
3,359,132.41
|
July
25, 2036
|
|
I-IO
|
(2)
|
(3)
|
July
25, 2036
|
|
I-P
|
0.00%
|
$
100.00
|
July
25, 2036
|
|
II-AA
|
Variable(2)
|
$
205,304,599.27
|
June
25, 2036
|
|
II-A-1
|
Variable(2)
|
$
1,011,980.00
|
June
25, 2036
|
|
II-A-2
|
Variable(2)
|
$
456,440.00
|
June
25, 2036
|
|
II-A-3
|
Variable(2)
|
$
58,790.00
|
June
25, 2036
|
|
II-M-1
|
Variable(2)
|
$
142,460.00
|
June
25, 2036
|
|
II-M-2
|
Variable(2)
|
$
91,130.00
|
June
25, 2036
|
|
II-M-3
|
Variable(2)
|
$
47,140.00
|
June
25, 2036
|
|
II-M-4
|
Variable(2)
|
$
42,950.00
|
June
25, 2036
|
|
II-M-5
|
Variable(2)
|
$
38,760.00
|
June
25, 2036
|
|
II-M-6
|
Variable(2)
|
$
34,560.00
|
June
25, 2036
|
|
II-M-7
|
Variable(2)
|
$
33,520.00
|
June
25, 2036
|
|
II-M-8
|
Variable(2)
|
$
21,990.00
|
June
25, 2036
|
|
II-M-9
|
Variable(2)
|
$
23,040.00
|
June
25, 2036
|
|
II-M-10
|
Variable(2)
|
$
28,280.00
|
June
25, 2036
|
|
II-M-11
|
Variable(2)
|
$
20,950.00
|
June
25, 2036
|
|
II-ZZ
|
Variable(2)
|
$
2,137,899.78
|
June
25, 2036
|
|
II-IO
|
(2)
|
(3)
|
June
25, 2036
|
|
II-P
|
0.00%
|
$
100.00
|
June
25, 2036
|
___________________________
|
(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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC III Group I Regular
Interest (as defined herein), and the Distribution Date in the month
following the maturity date for the Group II Mortgage Loan with the
latest
maturity date has been designated as the “latest possible maturity date”
for each REMIC III Group II Regular Interest (as defined
herein).
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC III
Pass-Through Rate” herein.
|
|
(3)
|
REMIC
III Regular Interest I-IO and REMIC III Regular Interest II-IO will
not
have Uncertificated Principal Balances but will accrue interest on
their
respective uncertificated notional amounts calculated in accordance
with
the related definition of “Uncertificated Notional Amount”
herein.
|
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC III Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC IV”.
The Class I-R-3 Certificates will represent the sole class of Residual Interests
in REMIC IV 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 Interests, Class P Interests and Class
IO
Interests) 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 IV created hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC IV and also represents (i)
the right to receive certain amounts specified herein in respect of related
Basis Risk Shortfall Carry Forward Amounts (as defined herein) and (ii)
the
obligation to pay related Class IO Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate. Each Class CE Certificate
represents ownership of a Regular Interest in a REMIC and also represents (i)
the obligation to pay certain amounts specified herein in respect of related
Basis Risk Shortfall Carry Forward Amounts and (ii) the right to receive related
Class IO Distribution Amounts.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
I-A-1(2)
|
Variable(3)
|
$154,837,000.00
|
July
25, 2036
|
|
I-A-2(2)
|
Variable(3)
|
$82,359,000.00
|
July
25, 2036
|
|
I-A-3(2)
|
Variable(3)
|
$12,008,000.00
|
July
25, 2036
|
|
I-M-1(2)
|
Variable(3)
|
$18,533,000.00
|
July
25, 2036
|
|
I-M-2(2)
|
Variable(3)
|
$13,073,000.00
|
July
25, 2036
|
|
I-M-3(2)
|
Variable(3)
|
$7,612,000.00
|
July
25, 2036
|
|
I-M-4(2)
|
Variable(3)
|
$6,453,000.00
|
July
25, 2036
|
|
I-M-5(2)
|
Variable(3)
|
$6,288,000.00
|
July
25, 2036
|
|
I-M-6(2)
|
Variable(3)
|
$4,964,000.00
|
July
25, 2036
|
|
I-M-7(2)
|
Variable(3)
|
$4,302,000.00
|
July
25, 2036
|
|
I-M-8(2)
|
Variable(3)
|
$2,482,000.00
|
July
25, 2036
|
|
I-M-9(2)
|
Variable(3)
|
$4,302,000.00
|
July
25, 2036
|
|
I-M-10(2)
|
Variable(3)
|
$4,964,000.00
|
July
25, 2036
|
|
I-M-11(2)
|
Variable(3)
|
$3,806,000.00
|
July
25, 2036
|
|
Class
I-CE Interest
|
Variable(3)(4)
|
$ 4,965,120.73
|
July
25, 2036
|
|
Class
I-P Interest
|
0.00%(5)
|
$
100.00
|
July
25, 2036
|
|
Class
I-IO Interest
|
(6)
|
(7)
|
July
25, 2036
|
|
II-A-1(2)
|
Variable(3)
|
$101,198,000.00
|
June
25, 2036
|
|
II-A-2(2)
|
Variable(3)
|
$45,644,000.00
|
June
25, 2036
|
|
II-A-3(2)
|
Variable(3)
|
$5,879,000.00
|
June
25, 2036
|
|
II-M-1(2)
|
Variable(3)
|
$14,246,000.00
|
June
25, 2036
|
|
II-M-2(2)
|
Variable(3)
|
$9,113,000.00
|
June
25, 2036
|
|
II-M-3(2)
|
Variable(3)
|
$4,714,000.00
|
June
25, 2036
|
|
II-M-4(2)
|
Variable(3)
|
$4,295,000.00
|
June
25, 2036
|
|
II-M-5(2)
|
Variable(3)
|
$3,876,000.00
|
June
25, 2036
|
|
II-M-6(2)
|
Variable(3)
|
$3,456,000.00
|
June
25, 2036
|
|
II-M-7(2)
|
Variable(3)
|
$3,352,000.00
|
June
25, 2036
|
|
II-M-8(2)
|
Variable(3)
|
$2,199,000.00
|
June
25, 2036
|
|
II-M-9(2)
|
Variable(3)
|
$2,304,000.00
|
June
25, 2036
|
|
II-M-10(2)
|
Variable(3)
|
$2,828,000.00
|
June
25, 2036
|
|
II-M-11(2)
|
Variable(3)
|
$2,095,000.00
|
June
25, 2036
|
|
Class
II-CE Interest
|
Variable(3)(4)
|
$4,295,489.05
|
June
25, 2036
|
|
Class
II-IO Interest
|
(6)
|
(7)
|
June
25, 2036
|
|
Class
II-P Interest
|
0.00%(5)
|
$
100.00
|
June
25, 2036
|
___________________
|
(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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Regular Interest in REMIC IV the
ownership of which is represented by the Class I-A Certificates and
Class
I-M Certificates, the Class I-CE Interest, the Class I-P Interest
and the
Class I-IO Interest, and the Distribution Date in the month following
the
maturity date for the Group II Mortgage Loan with the latest maturity
date
has been designated as the “latest possible maturity date” for each
Regular Interest in REMIC IV the ownership of which is represented
by the
Class II-A Certificates and Class II-M Certificates, the Class II-CE
Interest, the Class II-P Interest and the Class II-IO
Interest.
|
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
IV. 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 IV on such Distribution Date shall be treated
for federal income tax purposes as having been paid from the related
Reserve Fund or the related Supplemental Interest Trust, as applicable,
and any amount distributable on the related Regular Interest in REMIC
IV
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 related Supplemental Interest
Trust,
all pursuant to and as further provided in Section 3.21 or Section
3.22,
as applicable, hereof.
|
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC IV 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 related Net Rate Cap. The
Net Rate
Cap for each such Regular Interest in REMIC IV and Certificate is
specified in the related definition of “Net Rate Cap.”
|
|
(4)
|
The
Class I-CE Interest and Class II-CE Interest will accrue interest
at their
variable Pass-Through Rates on their Uncertificated Notional Amounts
outstanding from time to time, which shall equal the aggregate
Uncertificated Principal Balance of the REMIC III Group I Regular
Interests (other than REMIC III Regular Interest I-P) or the REMIC
III
Group II Regular Interests (other than REMIC III Regular Interest
II-P),
respectively. The Class CE Interests will not accrue interest on
their
Uncertificated Principal Balances.
|
|
(5)
|
The
Class P Interests are not entitled to distributions in respect of
interest.
|
|
(6)
|
For
federal income tax purposes, the Class I-IO Interest and Class II-IO
Interest will not have Pass-Through Rates, but will be entitled to
100% of
the amounts distributed on REMIC III Regular Interest I-IO and REMIC
III
Regular Interest II-IO, respectively.
|
|
(7)
|
For
federal income tax purposes, the Class I-IO Interest and Class II-IO
Interest will not have Uncertificated Principal Balances, but will
have
notional amounts equal to the Uncertificated Notional Amounts of
REMIC III
Regular Interest I-IO and REMIC III Regular Interest II-IO,
respectively.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-CE Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC V”.
The Class I-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)
|
|
I-CE
|
(2)
|
$4,965,120.73
|
July
25, 2036
|
_______________
|
(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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class I-CE
Certificates.
|
|
(2)
|
The
Class I-CE Certificates will receive 100% of the amounts received
in
respect of the Class I-CE Interest.
|
REMIC
VI
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC VI”. The Class
I-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 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
VI created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
I-P
|
0.00%(2)
|
$100.00
|
July
25, 2036
|
_______________
|
(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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class I-P
Certificates.
|
|
(2)
|
The
Class I-P Certificates will receive 100% of the amounts received in
respect of the Class I-P Interest.
|
REMIC
VII
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class I-IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC VII”.
The Class I-R-7 Interest represents the sole class of Residual Interests in
REMIC VII 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
VII
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
July
25, 2036
|
_______________
|
(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
Group I
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC VII Regular Interest
IO.
|
|
(2)
|
REMIC
VII Regular Interest IO will be held as an asset of the Group I
Supplemental Interest Trust.
|
|
(3)
|
REMIC
VII Regular Interest IO will not have a Pass-Through Rate, but will
receive 100% of the amounts received in respect of the Class I-IO
Interest.
|
|
(4)
|
REMIC
VII 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 I-IO Interest.
|
REMIC
VIII
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-CE Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC VIII”.
The Class II-R-8 Interest represents the sole class of Residual Interests in
REMIC VIII 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
VIII created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
II-CE
|
(2)
|
$4,295,489.05
|
June
25, 2036
|
_______________
|
(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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class II-CE
Certificates.
|
|
(2)
|
The
Class II-CE Certificates will receive 100% of the amounts received
in
respect of the Class II-CE
Interest.
|
REMIC
IX
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-P Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC IX”.
The Class II-R-9 Interest represents the sole class of Residual Interests in
REMIC IX 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
IX created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
II-P
|
0.00%(2)
|
$100.00
|
June
25, 2036
|
_______________
|
(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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class II-P
Certificates.
|
|
(2)
|
The
Class II-P Certificates will receive 100% of the amounts received
in
respect of the Class II-P Interest.
|
REMIC
X
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class II-IO Interest as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC X”.
The Class II-R-10 Interest represents the sole class of Residual Interests
in
REMIC X 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
X
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
June
25, 2036
|
_______________
|
(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
Group
II Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for REMIC X Regular Interest
IO.
|
|
(2)
|
REMIC
X Regular Interest IO will be held as an asset of the Group II
Supplemental Interest Trust.
|
|
(3)
|
REMIC
X Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class II-IO
Interest.
|
|
(4)
|
REMIC
X 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 II-IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2006-HE6.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2006-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 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 3.16(iii).
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 Reserve Funds, the Group I Swap Account, the Group
II
Swap Account, the Class I-P Certificate Account, the Class II-P Certificate
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 Interests
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 Interests 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 3.16(a)(v).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit R.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(ii).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iv).
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Master Servicer as provided in Section 5.01
hereof.
Affected
Party:
An
“Affected Party” as defined in the related Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
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.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account at
the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments,
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
in
respect of such Mortgage Loans after the last day of the related Prepayment
Period.
Annual
Statement of Compliance:
As
defined in Section 3.13.
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 5.05 of this Agreement which have
not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assessment
of Compliance:
As
defined in Section 3.14.
Attesting
Party:
As
defined in Section 3.14.
Attestation
Report:
As
defined in Section 3.14.
Back-Up
Certification:
As
defined in Section 3.16(a)(iv).
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 if the Pass-Through
Rate is limited to the related Net Rate Cap 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
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 6.06).
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 City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the Trustee or
the
principal office of the Master Servicer is located as authorized or obligated
by
law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the 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 III Regular Interest I-A-1, 0.030%
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 III Regular Interest I-A-2, 0.150%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.300% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-A-3, 0.240%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-1, 0.270%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.405% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-2, 0.290%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.435% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-3, 0.320%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-4, 0.350%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.525% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-5, 0.390%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.585% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-6, 0.460%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 0.690% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-7, 0.850%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 1.275% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-8, 1.150%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 1.725% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-9, 2.050%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 3.075% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-10, 2.500%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class I-M-11 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest I-M-11, 2.500%
per annum in the case of each Distribution Date through and including the
first
possible Group I Optional Termination Date and 3.750% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-1, 0.030%
per annum.
With
respect to the Class II-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-2, 0.150%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.300% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-A-3, 0.240%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-1, 0.300%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.450% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-2, 0.320%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.480% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-3, 0.350%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.525% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-4, 0.370%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.555% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-5 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-5, 0.410%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.615% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-6 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-6, 0.480%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 0.720% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-7 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-7, 0.900%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 1.350% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-8 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-8, 1.150%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 1.725% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-9 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-9, 2.050%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 3.075% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-10, 2.250%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
With
respect to the Class II-M-11 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC III Regular Interest II-M-11, 2.250%
per annum in the case of each Distribution Date through and including the
first
possible Group II Optional Termination Date and 3.375% per annum in the case
of
each Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class I-CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Group I Mortgage Loans as of the
beginning of the related Due Period. The
initial Certificate Notional Amount of the Class I-CE Certificates shall be
$330,948,120.73. For federal income tax purposes, the Certificate Notional
Amount for the Class I-CE Certificates for any Distribution Date shall be an
amount equal to the Uncertificated Notional Amount for the Class I-CE Interest
for such Distribution Date. With respect to the Class II-CE Certificates and
any
Distribution Date, an amount equal to the Stated Principal Balance of the Group
II Mortgage Loans as of the beginning of the related Due Period. The initial
Certificate Notional Amount of the Class II-CE Certificates shall be
$209,494,489.05. For federal income tax purposes, the Certificate Notional
Amount for the Class II-CE Certificates for any Distribution Date shall be
an
amount equal to the Uncertificated Notional Amount for the Class II-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 I-A Certificate and
Class I-M Certificate, any Subsequent Recoveries added to the Certificate
Principal Balance of such Certificate pursuant to Section 5.04(a) and in the
case of a Class II-A Certificate and Class II-M Certificate, any Subsequent
Recoveries added to the Certificate Principal Balance of such Certificate
pursuant to Section 5.04(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 5.04, and (ii) any
Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates. As to the Class I-CE Certificates and as of any Distribution
Date, an amount equal to the Uncertificated Principal Balance of the Class
I-CE
Interest. As to the Class II-CE Certificates and as of any Distribution Date,
an
amount equal to the Uncertificated Principal Balance of the Class II-CE
Interest.
Certificate
Register:
The
register maintained pursuant to Section 6.02 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 3.16(a)(iv).
Certifying
Person:
As
defined in Section 3.16(a)(iv).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Certificates:
Any of
the Class I-A-1, Class I-A-2, and Class I-A-3, Class II-A-1, Class II-A-2,
and
Class II-A-3 Certificates.
Class
CE Certificates:
Any of
the Class I-CE Certificates and Class II-CE Certificates.
Class
CE Interest:
Any of
the Class I-CE Interest and Class II-CE Interest.
Class
IO Interest:
Any of
the Class I-IO Interest and Class II-IO Interest.
Class
M Certificates:
Any of
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10, Class I-M-11, Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class II-M-11
Certificates.
Class
P Certificates:
Any of
the Class I-P Certificates and Class II-P Certificates.
Class
P Interest:
Any of
the Class I-P Interest and Class II-P Interest.
Class
R Certificate:
Any of
the Class I-R-1, Class I-R-2, Class I-R-3, Class I-RX, Class II-R-1 and Class
II-RX Certificates.
Class
I-A Certificates:
Any of
the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Class
I-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 I-A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 50.60% and (2) the aggregate Stated Principal Balance of the
Group I 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 related Due Period), and (b) the aggregate
Stated Principal Balance of the Group I 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 related
Due
Period) minus $1,654,741.
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 IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related 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 IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-A-3 Certificate:
Any
Certificate designated as a “Class I-A-3 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-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-CE Certificate:
Any
Certificate designated as a “Class I-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 I-CE Certificates herein and evidencing
(i)
a Regular Interest in REMIC V, (ii) the obligation to pay related Basis Risk
Shortfall Carry Forward Amounts and (iii) the right to receive related Class
IO
Distribution Amounts.
Class
I-CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class I-CE Interest for such Distribution Date, (ii) any Group I
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries related to Loan Group I not
distributed to the Class I-A Certificates and Class I-M Certificates on such
Distribution Date; provided, however that on any Distribution Date after the
Distribution Date on which the Certificate Principal Balances of the Class
I-A
Certificates and Class I-M Certificates have been reduced to zero, the Class
I-CE Distribution Amount shall include the Group I Overcollateralization
Amount.
Class
I-CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class I-CE Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
I-IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC VII Regular Interest IO, evidencing a Regular Interest in
REMIC
IV for purposes of the REMIC Provisions.
Class
I-M Certificates:
Any of
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11
Certificates.
Class
I-M-1 Certificate:
Any
Certificate designated as a “Class I-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 I-M-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class I-M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 61.80% and (y) the aggregate
Stated Principal Balance of the Group I 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group I 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 related Due Period) minus $1,654,741.
Class
I-M-2 Certificate:
Any
Certificate designated as a “Class I-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 I-M-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount and the Class I-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 I-A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class I-M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 69.70% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
I 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group I 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 related Due Period)
minus $1,654,741.
Class
I-M-3 Certificate:
Any
Certificate designated as a “Class I-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 I-M-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution Amount
and the Class I-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
I-A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class I-M-1 Certificates (after taking into account
the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date) and (4) the Certificate
Principal Balance of the Class I-M-3 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 74.30% and
(y)
the aggregate Stated Principal Balance of the Group I 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group I 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 related Due Period) minus $1,654,741.
Class
I-M-4 Certificate:
Any
Certificate designated as a “Class I-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 I-M-4 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount and the Class I-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 I-A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class I-M-1 Certificates (after taking into account the distribution of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into
account the distribution of the Class I-M-2 Principal Distribution Amount on
such Distribution Date), (4) the Certificate Principal Balance of the Class
I-M-3 Certificates (after taking into account the distribution of the Class
I-M-3 Principal Distribution Amount on such Distribution Date) and (5) the
Certificate Principal Balance of the Class I-M-4 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 78.20%
and (y) the aggregate Stated Principal Balance of the Group I 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Group I 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 related Due Period) minus
$1,654,741.
Class
I-M-5 Certificate:
Any
Certificate designated as a “Class I-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 I-M-5 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount and the Class I-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 I-A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the distribution of the Class I-M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class I-M-2 Certificates (after taking into account the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date) and (6) the Certificate Principal Balance of the Class I-M-5
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 82.00% and (y) the aggregate Stated Principal Balance
of
the Group I 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I 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 related
Due
Period) minus $1,654,741.
Class
I-M-6 Certificate:
Any
Certificate designated as a “Class I-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 I-M-6 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount and the
Class
I-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 I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class I-M-1 Certificates (after taking into account the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class I-M-3 Certificates (after taking into account
the
distribution of the Class I-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4
Certificates (after taking into account the distribution of the Class I-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class I-M-5 Certificates (after taking into account
the
distribution of the Class I-M-5 Principal Distribution Amount on such
Distribution Date) and (7) the Certificate Principal Balance of the Class I-M-6
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 85.00% and (y) the aggregate Stated Principal Balance
of
the Group I 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I 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 related
Due
Period) minus $1,654,741.
Class
I-M-7 Certificate:
Any
Certificate designated as a “Class I-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 I-M-7 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-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
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount and the Class I-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 I-A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the distribution of the Class I-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class I-M-2 Certificates (after taking into account
the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class I-M-6 Certificates (after taking into account
the
distribution of the Class I-M-6 Principal Distribution Amount on such
Distribution Date) and (8) the Certificate Principal Balance of the Class I-M-7
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 87.60% and (y) the aggregate Stated Principal Balance
of
the Group I 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I 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 related
Due
Period) minus $1,654,741.
Class
I-M-8 Certificate:
Any
Certificate designated as a “Class I-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 I-M-8 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-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
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount and the Class I-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 I-A Certificates (after taking into account the distribution of the Class
I-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class I-M-1 Certificates (after taking
into
account the distribution of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class
I-M-2 Certificates (after taking into account the distribution of the Class
I-M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class I-M-3 Certificates (after taking
into
account the distribution of the Class I-M-3 Principal Distribution Amount on
such Distribution Date), (5) the Certificate Principal Balance of the Class
I-M-4 Certificates (after taking into account the distribution of the Class
I-M-4 Principal Distribution Amount on such Distribution Date), (6) the
Certificate Principal Balance of the Class I-M-5 Certificates (after taking
into
account the distribution of the Class I-M-5 Principal Distribution Amount on
such Distribution Date) (7) the Certificate Principal Balance of the Class
I-M-6
Certificates (after taking into account the distribution of the Class I-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class I-M-7 Certificates (after taking into account
the
distribution of the Class I-M-7 Principal Distribution Amount on such
Distribution Date) and (9) the Certificate Principal Balance of the Class I-M-8
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 89.10% and (y) the aggregate Stated Principal Balance
of
the Group I 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group I 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 related
Due
Period) minus $1,654,741.
Class
I-M-9 Certificate:
Any
Certificate designated as a “Class I-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 I-M-9 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-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
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount, the Class I-M-7 Principal Distribution Amount and the Class I-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 I-A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class I-M-1 Certificates (after taking into account the distribution of the
Class I-M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class I-M-2 Certificates (after taking
into
account the distribution of the Class I-M-2 Principal Distribution Amount on
such Distribution Date), (4) the Certificate Principal Balance of the Class
I-M-3 Certificates (after taking into account the distribution of the Class
I-M-3 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-M-4 Certificates (after taking
into
account the distribution of the Class I-M-4 Principal Distribution Amount on
such Distribution Date), (6) the Certificate Principal Balance of the Class
I-M-5 Certificates (after taking into account the distribution of the Class
I-M-5 Principal Distribution Amount on such Distribution Date) (7) the
Certificate Principal Balance of the Class I-M-6 Certificates (after taking
into
account the distribution of the Class I-M-6 Principal Distribution Amount on
such Distribution Date), (8) the Certificate Principal Balance of the Class
I-M-7 Certificates (after taking into account the distribution of the Class
I-M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class I-M-8 Certificates (after taking
into
account the distribution of the Class I-M-8 Principal Distribution Amount on
such Distribution Date) and (10) the Certificate Principal Balance of the Class
I-M-9 Certificates immediately prior to such Distribution Date, over (b) the
lesser of (1) the product of (x) 91.70% and (y) the aggregate Stated Principal
Balance of the Group I 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 related Due Period),
and
(2) the aggregate Stated Principal Balance of the Group I 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 related Due Period) minus $1,654,741.
Class
I-M-10 Certificate:
Any
Certificate designated as a “Class I-M-10 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 I-M-10 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount, the Class I-M-7 Principal Distribution Amount, the Class I-M-8 Principal
Distribution Amount and the Class I-M-9 Principal Distribution Amount and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class I-A Certificates (after taking into account the
distribution of the Class I-A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class I-M-1 Certificates
(after taking into account the distribution of the Class I-M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class I-M-2 Certificates (after taking into account the
distribution of the Class I-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class I-M-3
Certificates (after taking into account the distribution of the Class I-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class I-M-4 Certificates (after taking into account
the
distribution of the Class I-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class I-M-5
Certificates (after taking into account the distribution of the Class I-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class I-M-6 Certificates (after taking into account
the
distribution of the Class I-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class I-M-7
Certificates (after taking into account the distribution of the Class I-M-7
Principal Distribution Amount on such Distribution Date), (9) the Certificate
Principal Balance of the Class I-M-8 (after taking into account the distribution
of the Class I-M-8 Principal Distribution Amount on such Distribution Date),
(10) the Certificate Principal Balance of the Class I-M-9 Certificates (after
taking into account the distribution of the Class I-M-9 Principal Distribution
Amount on such Distribution Date) and (11) the Certificate Principal Balance
of
the Class I-M-10 Certificates immediately prior to such Distribution Date,
over
(b) the lesser of (1) the product of (x) 94.70% and (y) the aggregate Stated
Principal Balance of the Group I 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group I 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 related Due Period) minus $1,654,741.
Class
I-M-11 Certificate:
Any
Certificate designated as a “Class I-M-11 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 I-M-11 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
I-M-11 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, the Class I-M-1 Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, the Class I-M-3 Principal
Distribution Amount, the Class I-M-4 Principal Distribution Amount, the Class
I-M-5 Principal Distribution Amount, the Class I-M-6 Principal Distribution
Amount, the Class I-M-7 Principal Distribution Amount, the Class I-M-8 Principal
Distribution Amount, the Class I-M-9 Principal Distribution Amount and the
Class
I-M-10 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum
of (1) the aggregate Certificate Principal Balance of the Class I-A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class I-M-1 Certificates (after taking into account the
distribution of the Class I-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2
Certificates (after taking into account the distribution of the Class I-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class I-M-3 Certificates (after taking into account
the
distribution of the Class I-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class I-M-4
Certificates (after taking into account the distribution of the Class I-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class I-M-5 Certificates (after taking into account
the
distribution of the Class I-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class I-M-6
Certificates (after taking into account the distribution of the Class I-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class I-M-7 Certificates (after taking into account
the
distribution of the Class I-M-7 Principal Distribution Amount on such
Distribution Date), (9) the Certificate Principal Balance of the Class I-M-8
Certificates (after taking into account the distribution of the Class I-M-8
Principal Distribution Amount on such Distribution Date), (10) the Certificate
Principal Balance of the Class I-M-9 Certificates (after taking into account
the
distribution of the Class I-M-9 Principal Distribution Amount on such
Distribution Date), (11) the Certificate Principal Balance of the Class I-M-10
Certificates (after taking into account the distribution of the Class I-M-10
Principal Distribution Amount on such Distribution Date) and (12) the
Certificate Principal Balance of the Class I-M-11 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 97.00%
and (y) the aggregate Stated Principal Balance of the Group I 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Group I 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 related Due Period) minus
$1,654,741.
Class
I-P Certificate:
Any
Certificate designated as a “Class I-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 I-P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC VI and (ii) the right to receive
any
Prepayment Charge Waiver Amounts with respect to Loan Group I.
Class
I-P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class I-P Certificates, evidencing a Regular Interest in REMIC
IV
for purposes of the REMIC Provisions.
Class
I-P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class I-P
Certificateholders.
Class
I-R Certificate:
Any of
the Class I-R-1, Class I-R-2, Class I-R-3 and Class I-RX
Certificates.
Class
I-R-1 Certificate:
Any
Certificate designated a “Class I-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 I-R-1 Certificates as set forth herein.
Class
I-R-2 Certificate:
Any
Certificate designated a “Class I-R-2 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 I-R-2 Certificates as set forth herein.
Class
I-R-3 Certificate:
Any
Certificate designated a “Class I-R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
IV and representing the right to the Percentage Interest of distributions
provided for the Class I-R-3 Certificates as set forth herein.
Class
I-RX Certificate:
Any
Certificate designated a “Class I-RX Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class
I-R-5 Interest, Class I-R-6 Interest and Class I-R-7 Interest and representing
the right to the Percentage Interest of distributions provided for the Class
I-RX Certificates as set forth herein.
Class
I-R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
I-R-6 Interest:
The
uncertificated Residual Interest in REMIC VI.
Class
I-R-7 Interest:
The
uncertificated Residual Interest in REMIC VII.
Class
II-A Certificates:
Any of
the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
Class
II-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 II-A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 45.80% and (2) the aggregate Stated Principal Balance of the
Group II 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 related Due Period), and (b) the aggregate
Stated Principal Balance of the Group II 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 related
Due
Period) minus $1,047,472.
Class
II-A-1 Certificate:
Any
Certificate designated as a “Class II-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 II-A-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-A-2 Certificate:
Any
Certificate designated as a “Class II-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 II-A-2 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-A-3 Certificate:
Any
Certificate designated as a “Class II-A-3 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-3 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts
Class
II-CE Certificate:
Any
Certificate designated as a “Class II-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 II-CE Certificates herein
and
evidencing (i) a Regular Interest in REMIC VIII, (ii) the obligation to pay
related Basis Risk Shortfall Carry Forward Amounts and (iii) the right to
receive related Class IO Distribution Amounts.
Class
II-CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class II-CE Interest for such Distribution Date, (ii) any Group II
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries related to Loan Group II not
distributed to the Class II-A Certificates and Class II-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
II-A
Certificates and Class II-M Certificates have been reduced to zero, the Class
II-CE Distribution Amount shall include the Group II Overcollateralization
Amount.
Class
II-CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class II-CE Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC X Regular Interest IO, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-M Certificates:
Any of
the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class
II-M-11 Certificates.
Class
II-M-1 Certificate:
Any
Certificate designated as a “Class II-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 II-M-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class II-A Certificates
(after taking into account the distribution of the Class II-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class II-M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 59.40% and (y) the aggregate
Stated Principal Balance of the Group II 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II 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 related Due Period) minus $1,047,472.
Class
II-M-2 Certificate:
Any
Certificate designated as a “Class II-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 II-M-2 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount and the Class II-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 II-A Certificates (after taking
into
account the distribution of the Class II-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class II-M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 68.10% and
(y)
the aggregate Stated Principal Balance of the Group II 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II 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 related Due Period) minus $1,047,472.
Class
II-M-3 Certificate:
Any
Certificate designated as a “Class II-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 II-M-3 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount and the Class II-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 II-A Certificates (after taking into account the distribution of the
Class
II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class II-M-1 Certificates (after taking
into account the distribution of the Class II-M-1 Principal Distribution Amount
on such Distribution Date), (3) the Certificate Principal Balance of the Class
II-M-2 Certificates (after taking into account the distribution of the Class
II-M-2 Principal Distribution Amount on such Distribution Date) and (4) the
Certificate Principal Balance of the Class II-M-3 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 72.60%
and (y) the aggregate Stated Principal Balance of the Group II 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II 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 related Due Period) minus
$1,047,472.
Class
II-M-4 Certificate:
Any
Certificate designated as a “Class II-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 II-M-4 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount and the Class II-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 II-A Certificates
(after taking into account the distribution of the Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class II-M-1 Certificates (after taking into account the
distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date) and (5) the Certificate Principal Balance of the Class II-M-4
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 76.70% and (y) the aggregate Stated Principal Balance
of
the Group II 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group II 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 related
Due
Period) minus $1,047,472.
Class
II-M-5 Certificate:
Any
Certificate designated as a “Class II-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 II-M-5 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount and the Class II-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 II-A Certificates (after taking into account
the
distribution of the Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date) and (6) the Certificate Principal Balance of the Class II-M-5
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 80.40% and (y) the aggregate Stated Principal Balance
of
the Group II 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group II 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 related
Due
Period) minus $1,047,472.
Class
II-M-6 Certificate:
Any
Certificate designated as a “Class II-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 II-M-6 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount
and the Class II-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
II-A Certificates (after taking into account the distribution of the Class
II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class II-M-1 Certificates (after taking into account
the distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4
Certificates (after taking into account the distribution of the Class II-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class II-M-5 Certificates (after taking into account
the distribution of the Class II-M-5 Principal Distribution Amount on such
Distribution Date) and (7) the Certificate Principal Balance of the Class II-M-6
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 83.70% and (y) the aggregate Stated Principal Balance
of
the Group II 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 related Due Period), and (2) the aggregate
Stated Principal Balance of the Group II 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 related
Due
Period) minus $1,047,472.
Class
II-M-7 Certificate:
Any
Certificate designated as a “Class II-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 II-M-7 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the right
to receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount and the Class II-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 II-A Certificates (after
taking into account the distribution of the Class II-A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class II-M-1 Certificates (after taking into account the distribution of the
Class II-M-1 Principal Distribution Amount on such Distribution Date), (3)
the
Certificate Principal Balance of the Class II-M-2 Certificates (after taking
into account the distribution of the Class II-M-2 Principal Distribution Amount
on such Distribution Date), (4) the Certificate Principal Balance of the Class
II-M-3 Certificates (after taking into account the distribution of the Class
II-M-3 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class II-M-4 Certificates (after taking
into account the distribution of the Class II-M-4 Principal Distribution Amount
on such Distribution Date), (6) the Certificate Principal Balance of the Class
II-M-5 Certificates (after taking into account the distribution of the Class
II-M-5 Principal Distribution Amount on such Distribution Date) (7) the
Certificate Principal Balance of the Class II-M-6 Certificates (after taking
into account the distribution of the Class II-M-6 Principal Distribution Amount
on such Distribution Date) and (8) the Certificate Principal Balance of the
Class II-M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 86.90% and (y) the aggregate Stated
Principal Balance of the Group II 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II 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 related Due Period) minus $1,047,472.
Class
II-M-8 Certificate:
Any
Certificate designated as a “Class II-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 II-M-8 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount and the Class II-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 II-A Certificates (after taking into account the
distribution of the Class II-A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5
Certificates (after taking into account the distribution of the Class II-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class II-M-6 Certificates (after taking into account
the distribution of the Class II-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7
Certificates (after taking into account the distribution of the Class II-M-7
Principal Distribution Amount on such Distribution Date) and (9) the Certificate
Principal Balance of the Class II-M-8 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 89.00% and
(y)
the aggregate Stated Principal Balance of the Group II 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 related
Due
Period), and (2) the aggregate Stated Principal Balance of the Group II 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 related Due Period) minus $1,047,472.
Class
II-M-9 Certificate:
Any
Certificate designated as a “Class II-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 II-M-9 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount, the Class II-M-7 Principal Distribution Amount and the
Class II-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 II-A
Certificates (after taking into account the distribution of the Class II-A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class II-M-1 Certificates (after taking into account
the distribution of the Class II-M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class II-M-2
Certificates (after taking into account the distribution of the Class II-M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class II-M-3 Certificates (after taking into account
the distribution of the Class II-M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the Class II-M-4
Certificates (after taking into account the distribution of the Class II-M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class II-M-5 Certificates (after taking into account
the distribution of the Class II-M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the Class II-M-6
Certificates (after taking into account the distribution of the Class II-M-6
Principal Distribution Amount on such Distribution Date), (8) the Certificate
Principal Balance of the Class II-M-7 Certificates (after taking into account
the distribution of the Class II-M-7 Principal Distribution Amount on such
Distribution Date), (9) the Certificate Principal Balance of the Class II-M-8
Certificates (after taking into account the distribution of the Class II-M-8
Principal Distribution Amount on such Distribution Date) and (10) the
Certificate Principal Balance of the Class II-M-9 Certificates immediately
prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 91.20%
and (y) the aggregate Stated Principal Balance of the Group II 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II 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 related Due Period) minus
$1,047,472.
Class
II-M-10 Certificate:
Any
Certificate designated as a “Class II-M-10 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 II-M-10 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-10 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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount, the Class II-M-7 Principal Distribution Amount, the Class
II-M-8 Principal Distribution Amount and the Class II-M-9 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class II-A Certificates (after taking
into
account the distribution of the Class II-A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class II-M-1
Certificates (after taking into account the distribution of the Class II-M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class II-M-2 Certificates (after taking into account
the distribution of the Class II-M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class II-M-3
Certificates (after taking into account the distribution of the Class II-M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class II-M-4 Certificates (after taking into account
the distribution of the Class II-M-4 Principal Distribution Amount on such
Distribution Date), (6) the Certificate Principal Balance of the Class II-M-5
Certificates (after taking into account the distribution of the Class II-M-5
Principal Distribution Amount on such Distribution Date) (7) the Certificate
Principal Balance of the Class II-M-6 Certificates (after taking into account
the distribution of the Class II-M-6 Principal Distribution Amount on such
Distribution Date), (8) the Certificate Principal Balance of the Class II-M-7
Certificates (after taking into account the distribution of the Class II-M-7
Principal Distribution Amount on such Distribution Date), (9) the Certificate
Principal Balance of the Class II-M-8 (after taking into account the
distribution of the Class II-M-8 Principal Distribution Amount on such
Distribution Date), (10) the Certificate Principal Balance of the Class II-M-9
Certificates (after taking into account the distribution of the Class II-M-9
Principal Distribution Amount on such Distribution Date) and (11) the
Certificate Principal Balance of the Class II-M-10 Certificates immediately
prior to such Distribution Date, over (b) the lesser of (1) the product of
(x)
93.90% and (y) the aggregate Stated Principal Balance of the Group II 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II 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 related Due Period) minus
$1,047,472.
Class
II-M-11 Certificate:
Any
Certificate designated as a “Class II-M-11 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 II-M-11 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC IV(ii) the right
to
receive related Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay related Class IO Distribution Amounts.
Class
II-M-11 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
II-A Principal Distribution Amount, the Class II-M-1 Principal Distribution
Amount, the Class II-M-2 Principal Distribution Amount, the Class II-M-3
Principal Distribution Amount, the Class II-M-4 Principal Distribution Amount,
the Class II-M-5 Principal Distribution Amount, the Class II-M-6 Principal
Distribution Amount, the Class II-M-7 Principal Distribution Amount, the Class
II-M-8 Principal Distribution Amount, the Class II-M-9 Principal Distribution
Amount and the Class II-M-10 Principal Distribution Amount and (y) the excess,
if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of
the
Class II-A Certificates (after taking into account the distribution of the
Class
II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class II-M-1 Certificates (after taking
into account the distribution of the Class II-M-1 Principal Distribution Amount
on such Distribution Date), (3) the Certificate Principal Balance of the Class
II-M-2 Certificates (after taking into account the distribution of the Class
II-M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class II-M-3 Certificates (after taking
into account the distribution of the Class II-M-3 Principal Distribution Amount
on such Distribution Date), (5) the Certificate Principal Balance of the Class
II-M-4 Certificates (after taking into account the distribution of the Class
II-M-4 Principal Distribution Amount on such Distribution Date), (6) the
Certificate Principal Balance of the Class II-M-5 Certificates (after taking
into account the distribution of the Class II-M-5 Principal Distribution Amount
on such Distribution Date) (7) the Certificate Principal Balance of the Class
II-M-6 Certificates (after taking into account the distribution of the Class
II-M-6 Principal Distribution Amount on such Distribution Date), (8) the
Certificate Principal Balance of the Class II-M-7 Certificates (after taking
into account the distribution of the Class II-M-7 Principal Distribution Amount
on such Distribution Date), (9) the Certificate Principal Balance of the Class
II-M-8 Certificates (after taking into account the distribution of the Class
II-M-8 Principal Distribution Amount on such Distribution Date), (10) the
Certificate Principal Balance of the Class II-M-9 Certificates (after taking
into account the distribution of the Class II-M-9 Principal Distribution Amount
on such Distribution Date), (11) the Certificate Principal Balance of the Class
II-M-10 Certificates (after taking into account the distribution of the Class
II-M-10 Principal Distribution Amount on such Distribution Date) and (12) the
Certificate Principal Balance of the Class II-M-11 Certificates immediately
prior to such Distribution Date, over (b) the lesser of (1) the product of
(x)
95.90% and (y) the aggregate Stated Principal Balance of the Group II 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 related Due Period), and (2) the aggregate Stated Principal Balance
of the Group II 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 related Due Period) minus
$1,047,472.
Class
II-P Certificate:
Any
Certificate designated as a “Class II-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 II-P Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC IX and (ii) the right to receive
any
Prepayment Charge Waiver Amounts with respect to Loan Group II.
Class
II-P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class II-P Certificates, evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.
Class
II-P Certificate Account:
The
separate Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the Class II-P
Certificateholders.
Class
II-R Certificate:
Any of
the Class II-R-1 Certificates and Class II-RX Certificates.
Class
II-R-1 Certificate:
Any
Certificate designated a “Class II-R-1 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 II-R-1 Certificates as set forth herein.
Class
II-RX Certificate:
Any
Certificate designated a “Class II-RX Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the ownership of the Class
II-R-8 Interest, Class II-R-9 Interest and Class II-R-10 Interest and
representing the right to the Percentage Interest of distributions provided
for
the Class II-RX Certificates as set forth herein.
Class
II-R-8
Interest:
The
uncertificated Residual Interest in REMIC VIII.
Class
II-R-9 Interest:
The
uncertificated Residual Interest in REMIC IX.
Class
II-R-10 Interest:
The
uncertificated Residual Interest in REMIC X.
Class
IO Distribution Amount:
Any of
the Group I Class IO Distribution Amount or the Group II Class IO Distribution
Amount.
Closing
Date:
June
30, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The
U.S. Securities and Exchange Commission.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer 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 Group - Bear Xxxxxxx Asset Backed Securities
I
LLC, Series 2006-HE6, or at such other address as the Trustee may designate
from
time to time.
Corresponding
Certificate:
With
respect to each REMIC III Regular Interest (other than REMIC III Regular
Interests I-AA, I-ZZ, I-IO, I-P, II-AA, II-ZZ, II-IO and II-P), the Certificate
with the corresponding designation. With respect to each REMIC IV Regular
Interest (other than the Class CE Interests, the Class P Interests and the
Class
IO Interests), the related Certificate representing ownership thereof.
.
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 Interests, the Residual
Interests and the Residual Certificates), (i) the interest accrued on the
related 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
related Class CE Certificates and the related Class CE Interest and the related
Residual Certificates 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 related Class A Certificates and Class M Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage:
Any of
the Group I Current Specified Enhancement Percentage or the Group II Current
Specified Enhancement Percentage.
Custodial
Agreement:
An
agreement, dated as of June 30, 2006, among the Depositor, EMC, as a Seller
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:
The
close of business on June 1, 2006.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the Cut-off
Date. The aggregate Cut-off Date Principal Balance of the Group I Mortgage
Loans
is $330,948,120.73. The aggregate Cut-off Date Principal Balance of the Group
II
Mortgage Loans is $209,494,489.05.
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 related 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 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Event:
Any of
a Group I Delinquency Event or Group II Delinquency Event.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
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 among the
Depositor, the Trustee 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 4.04 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 2006-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 July 2006.
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, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department of
a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to 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.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which EMC
is
the applicable Seller.
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 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date and any Loan Group, an amount, if any, equal
to
the sum of (a) the related Remaining Excess Spread for such Distribution Date
and (b) the related 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 and any Loan Group, the excess, if any, of
(i)
the Interest Funds with respect to the related Loan Group for such Distribution
Date over (ii) the sum of the Current Interest on the related Class A
Certificates and Class M Certificates and Interest Carry Forward Amounts on
the
related Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 5.04(a)(3)(A) with respect to Loan Group I and 5.04(b)(3)(A)
with respect to Loan Group II), 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:
Any of
the Group I Extra Principal Distribution Amount or Group II Extra Principal
Distribution Amount.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification 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(c) or Section 10.01), a determination made by the Master Servicer that
all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Master Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The Trustee
shall
maintain records, based solely on information provided by the Master Servicer,
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 3.16(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 Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class
I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class
I-M-9, Class I-M-10, Class I-M-11, Class I-P, Class I-CE, Class I-R-1, Class
I-R-2, Class I-R-3 and Class I-RX Certificates.
Group
I Class IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Group I 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
3.21(c) on such Distribution Date in excess of the amount payable on REMIC
VII
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.21 hereof.
Group
I 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 I-M
Certificates and (ii) the Group I Overcollateralization Amount, in each case
prior to the distribution of the related Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group
I
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 with respect to Loan Group I, 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 related
Due
Period with respect to Loan Group I).
Group
I Delinquency Event:
A Group
I Delinquency Event shall
have occurred and be continuing if at any time, (x) the percent equivalent
of a
fraction, the numerator of which is the aggregate Stated Principal Balance
of
the Group I Mortgage Loans that are 60 days or more Delinquent (including for
this purpose any such Group I Mortgage Loans in bankruptcy or foreclosure and
Group I Mortgage Loans with respect to which the related Mortgaged Property
is
REO Property), and the denominator of which is the aggregate Stated Principal
Balance of all of the Group I Mortgage Loans as of the last day of the related
Due Period exceeds (y) 32.50% of the Group
I
Current Specified Enhancement Percentage.
Group
I Extra Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Group I Overcollateralization Target Amount for such Distribution Date over
the
Group I Overcollateralization Amount for such Distribution Date (after giving
effect to distributions of principal on the Certificates other than any Group
I
Extra Principal Distribution Amount) and (ii) the related Excess Spread for
such
Distribution Date.
Group
I Marker Rate:
With
respect to the Class I-CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group I Regular Interests (other than
REMIC
III Regular Interests I-AA, I-IO and I-P), with the rate on each such REMIC
III
Group I Regular Interest (other than REMIC III Regular Interest I-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 IV 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 III Regular Interest I-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 III Group I Regular Interest (other
than
REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-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.
Group
I Maximum Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest I-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ minus the
REMIC III Group I 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 III Group I Regular Interests
(other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and I-P), with the
rate
on each such REMIC III Group I 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 IV 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 III Group
I
Regular Interest (other than REMIC III Regular Interests I-AA, I-ZZ, I-IO and
I-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.
Group
I Mortgage Loans:
The
Mortgage Loans related to Loan Group I.
Group
I Net Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Group I Swap Agreement by either the Group I Swap Provider
or the Swap Administrator, which net payment shall not take into account any
Group I Swap Termination Payment.
Group
I Notional Amount:
With
respect to each Distribution Date and the Group I Swap Agreement, the notional
amount for the related calculation period as set forth in the related schedule
set forth in Exhibit M.
Group
I Offered Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class
I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8 and
Class
I-M-9 Certificates.
Group
I Optional Termination:
The
termination of the portion of the Trust Fund related to Loan Group I created
hereunder as a result of the purchase of all of the Group I Mortgage Loans
and
any related REO Property pursuant to Section 10.01 hereof.
Group
I Optional Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Group
I
Mortgage Loans is equal to or less than 10% of the Stated Principal Balance
of
all of the Group I Mortgage Loans as of the Cut-off Date.
Group
I Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Group I 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 related
Due
Period) over the aggregate Certificate Principal Balance of the Class I-A
Certificates and Class I-M Certificates on such Distribution Date (after taking
into account the payment of principal other than any Group I Extra Principal
Distribution Amount on such Certificates).
Group
I Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the related Principal
Remittance Amount for such Distribution Date and (y) the excess, if any, of
(i)
the Group I Overcollateralization Amount for such Distribution Date (assuming
that 100% of the related Principal Remittance Amount is applied as a principal
payment on such Distribution Date) over (ii) the Group I Overcollateralization
Target Amount for such Distribution Date (with the amount pursuant to clause
(y)
deemed to be $0 if the Group I Overcollateralization Amount is less than or
equal to the Group I Overcollateralization Target Amount on that Distribution
Date).
Group
I Overcollateralization Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 1.50% of the
aggregate Stated Principal Balance of the Group I 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) 1.50% of the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the Cut-off Date and
(2)
3.00% of the then current aggregate Stated Principal Balance of the Group I
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 related Due Period) and (ii) $1,654,741 or
(c) on
or after the Stepdown Date and if a Group I Trigger Event is in effect, the
Group I Overcollateralization Target Amount for the immediately preceding
Distribution Date.
Group
I Regular Certificate:
Any of
the Group I Certificates other than the Group I Residual
Certificates.
Group
I REMIC Termination Payment:
As
defined in Section 10.01.
Group
I Reserve Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Group
I Reserve Fund Deposit:
With
respect to the Group I Reserve Fund, an amount equal to $5,000, which the
Depositor shall initially deposit into the Group I Reserve Fund pursuant to
Section 3.21 hereof.
Group
I Residual Certificates:
The
Class I-R Certificates, each evidencing the sole class of Residual Interests
in
the related REMIC.
Group
I Senior Certificates:
Any of
the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Group
I 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 I-A Certificates and Class I-M Certificates to the Group
I
Swap Agreement.
Group
I Significance Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Group I Significance Estimate divided
by
the aggregate outstanding Certificate Principal Balance of the Class I-A
Certificates and Class I-M Certificates, prior to the distribution of the
related Principal Distribution Amount on such Distribution Date.
Group
I Stepdown Date:
The
earlier to occur of, (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class I-A
Certificates has been reduced to zero, and (II) the later to occur of (a) the
Distribution Date in July 2009 and (b) the first Distribution Date on which
the
Group I Current Specified Enhancement Percentage is greater than or equal to
49.40%.
Group
I Sub-Trust:
The
portion of the Trust Fund allocated to Loan Group I.
Group
I Supplemental Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Group I Supplemental Interest Trust,” consisting of the Group
I Swap Agreement, the rights in respect of the Swap Administration Agreement
that relate to Loan Group I and the Group I Swap Account. For the avoidance
of
doubt, the Group I Supplemental Interest Trust, the Group I Swap Agreement,
the
Group I Swap Account and the Swap Administration Agreement do not constitute
parts of the Trust Fund or any REMIC.
Group
I Supplemental Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as group I 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 group I supplemental interest
trust trustee as may from time to time be serving as successor group I
supplemental interest trust trustee.
Group
I Swap Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Group I Supplemental Interest Trust, pursuant to the Swap
Administration Agreement.
Group
I Swap Agreement:
The
interest rate swap agreement between the Group I Swap Provider and the Group
I
Supplemental Interest Trust Trustee, which agreement provides for Group I Net
Swap Payments and Group I Swap Termination Payments to be paid, as provided
therein, together with any schedules, confirmations or other agreements relating
thereto, attached hereto as Exhibit M.
Group
I Swap Optional Termination Payment:
As
defined in Section 10.01.
Group
I Swap Provider:
The
swap provider under the Group I Swap Agreement either (a) entitled to receive
payments from the Swap Administrator from amounts payable by the Trust Fund
with
respect to Loan Group I under this Agreement or (b) required to make payments
to
the Swap Administrator for payment to the Trust Fund with respect to Loan Group
I, in either case pursuant to the terms of the Group I Swap Agreement, and
any
successor in interest or assign. Initially, the Group I Swap Provider shall
be
Wachovia Bank, N.A.
Group
I Swap Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Group I
Swap
Agreement with respect to which the Group I Swap Provider is a Defaulting Party,
(ii) a Termination Event under the Group I Swap Agreement with respect to which
the Group I Swap Provider is the sole Affected Party, or (iii) an Additional
Termination Event under the Group I Swap Agreement with respect to which the
Group I Swap Provider is the sole Affected Party.
Group
I Swap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group I Swap
Agreement, the payment to be made by the Swap Administrator to the Group I
Swap
Provider from payments from the Trust Fund with respect to Loan Group I, or
by
the Group I Swap Provider to the Swap Administrator for payment to the Trust
Fund with respect to Loan Group I, as applicable, pursuant to the terms of
the
Group I Swap Agreement.
Group
I Trigger Event:
With
respect to any Distribution Date, a Group I Trigger Event exists if (i) a
related Delinquency Event shall have occurred and be continuing or (ii) the
aggregate amount of Realized Losses on the Group I Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance
of
the Group I Mortgage Loans exceeds the applicable percentages set forth below
with respect to such Distribution Date:
|
Distribution
Date
|
Percentage
|
|
July
2009 to June 2010
|
3.45%
with respect to July 2009, plus an additional 1/12th
of
the difference between 5.40% and 3.45% for each month
thereafter
|
|
July
2010 to June 2011
|
5.40%
with respect to July 2010, plus an additional 1/12th
of
the difference between 6.75% and 5.40% for each month
thereafter
|
|
July
2011 to June 2012
|
6.75%
with respect to July 2011, plus an additional 1/12th
of
the difference between 7.00% and 6.75% for each month
thereafter
|
|
July
2012 and thereafter
|
7.00%
|
Group
II Certificates:
Any of
the Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8,
Class II-M-9, Class II-M-10, Class II-M-11, Class II-P, Class II-CE, Class
II-R-1 and Class II-RX Certificates.
Group
II Class IO Distribution Amount:
As
defined in Section 3.22 hereof. For purposes of clarity, the Group II 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
3.22(c) on such Distribution Date in excess of the amount payable on REMIC
X
Regular Interest IO on such Distribution Date, all as further provided in
Section 3.22 hereof.
Group
II 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 II-M
Certificates and (ii) the Group II Overcollateralization Amount, in each case
prior to the distribution of the related Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of the Group
II
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 with respect
to Loan Group II, 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 related Due Period
with
respect to Loan Group II).
Group
II Delinquency Event:
A Group
II Delinquency Event shall have occurred and be continuing if at any time,
(x)
the percent equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of the Group II Mortgage Loans that are 60 days or
more
Delinquent (including for this purpose any such Group II Mortgage Loans in
bankruptcy or foreclosure and Group I Mortgage Loans with respect to which
the
related Mortgaged Property is REO Property), and the denominator of which is
the
aggregate Stated Principal Balance of all of the Group II Mortgage Loans as
of
the last day of the related Due Period exceeds (y) 29.50% of the Group II
Current Specified Enhancement Percentage.
Group
II Extra Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Group II Overcollateralization Target Amount for such Distribution Date over
the
Group II Overcollateralization Amount for such Distribution Date (after giving
effect to distributions of principal on the Certificates other than any Group
II
Extra Principal Distribution Amount) and (ii) the related Excess Spread for
such
Distribution Date.
Group
II Marker Rate:
With
respect to the Class II-CE Interest and any Distribution Date, a per annum
rate
equal to two (2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group II Regular Interests (other than
REMIC III Regular Interests II-AA, II-IO and II-P), with the rate on each such
REMIC III Group II Regular Interest (other than REMIC III Regular Interest
II-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 IV 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 III Regular Interest II-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 III Group
II
Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO
and
II-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.
Group
II Maximum Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate applicable to REMIC III Regular
Interest II-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ minus
the
REMIC III Group 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 III Group II Regular Interests
(other than REMIC III Regular Interests II-AA, II-ZZ, II-IO and II-P), with
the
rate on each such REMIC III Group 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 IV 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 III Group
II
Regular Interest (other than REMIC III Regular Interests II-AA, II-ZZ, II-IO
and
II-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.
Group
II Mortgage Loans:
The
Mortgage Loans related to Loan Group II.
Group
II Net Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Group II Swap Agreement by either the Group II Swap Provider
or the Swap Administrator, which net payment shall not take into account any
Group II Swap Termination Payment.
Group
II Notional Amount:
With
respect to each Distribution Date and the Group II Swap Agreement, the notional
amount for the related calculation period as set forth in the related schedule
set forth in Exhibit N.
Group
II Offered Certificates:
Any of
the Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8
and
Class II-M-9 Certificates.
Group
II Optional Termination:
The
termination of the portion of the Trust Fund related to Loan Group II created
hereunder as a result of the purchase of all of the Group II Mortgage Loans
and
any related REO Property pursuant to Section 10.01 hereof.
Group
II Optional Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Group
II
Mortgage Loans is equal to or less than 10% of the Stated Principal Balance
of
all of the Group II Mortgage Loans as of the Cut-off Date.
Group
II Overcollateralization Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Group II 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 related
Due
Period) over the aggregate Certificate Principal Balance of the Class II-A
Certificates and Class II-M Certificates on such Distribution Date (after taking
into account the payment of principal other than any Group II Extra Principal
Distribution Amount on such Certificates).
Group
II Overcollateralization Release Amount:
With
respect to any Distribution Date, the lesser of (x) the related Principal
Remittance Amount for such Distribution Date and (y) the excess, if any, of
(i)
the Group II Overcollateralization Amount for such Distribution Date (assuming
that 100% of the related Principal Remittance Amount is applied as a principal
payment on such Distribution Date) over (ii) the Group II Overcollateralization
Target Amount for such Distribution Date (with the amount pursuant to clause
(y)
deemed to be $0 if the Group II Overcollateralization Amount is less than or
equal to the Group II Overcollateralization Target Amount on that Distribution
Date).
Group
II Overcollateralization Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 2.05% of the
aggregate Stated Principal Balance of the Group II 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) 2.05% of the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the Cut-off Date and
(2)
4.10% of the then current aggregate Stated Principal Balance of the Group II
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 related Due Period) and (ii) $1,047,472 or
(c) on
or after the Stepdown Date and if a Group II Trigger Event is in effect, the
Group II Overcollateralization Target Amount for the immediately preceding
Distribution Date.
Group
II Regular Certificate:
Any of
the Group II Certificates other than the Group II Residual
Certificates.
Group
II REMIC Termination Payment:
As
defined in Section 10.01.
Group
II Reserve Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.22 hereof.
Group
II Reserve Fund Deposit:
With
respect to the Group II Reserve Fund, an amount equal to $5,000, which the
Depositor shall initially deposit into the Group II Reserve Fund pursuant to
Section 3.22 hereof.
Group
II Residual Certificates:
The
Class II-R-1 Certificates and Class II-RX Certificates, each evidencing the
sole
class of Residual Interests in the related REMIC.
Group
II Senior Certificates:
Any of
the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
Group
II 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 II-A Certificates and Class II-M Certificates to the Group
II
Swap Agreement.
Group
II Significance Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Group II Significance Estimate divided
by
the aggregate outstanding Certificate Principal Balance of the Class II-A
Certificates and Class II-M Certificates, prior to the distribution of the
related Principal Distribution Amount on such Distribution Date.
Group
II Stepdown Date:
The
earlier to occur of, (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class II-A
Certificates has been reduced to zero, and (II) the later to occur of (a) the
Distribution Date in July 2009 and (b) the first Distribution Date on which
the
Group II Current Specified Enhancement Percentage is greater than or equal
to
54.20%.
Group
II Sub-Trust:
The
portion of the Trust Fund allocated to Loan Group II.
Group
II Supplemental Interest Trust:
The
corpus of a trust created pursuant to Section 3.22 of this Agreement and
designated as the “Group II Supplemental Interest Trust,” consisting of the
Group II Swap Agreement, the rights in respect of the Swap Administration
Agreement that relate to Loan Group II and the Group II Swap Account. For the
avoidance of doubt, the Group II Supplemental Interest Trust, the Group II
Swap
Agreement, the Group II Swap Account and the Swap Administration Agreement
do
not constitute parts of the Trust Fund or any REMIC.
Group
II Supplemental Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as group II 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 group II supplemental
interest trust trustee as may from time to time be serving as successor group
II
supplemental interest trust trustee.
Group
II Swap Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Group II Supplemental Interest Trust, pursuant to the Swap
Administration Agreement.
Group
II Swap Agreement:
The
interest rate swap agreement between the Group II Swap Provider and the Group
II
Supplemental Interest Trust Trustee, which agreement provides for Group II
Net
Swap Payments and Group II Swap Termination Payments to be paid, as provided
therein, together with any schedules, confirmations or other agreements relating
thereto, attached hereto as Exhibit N.
Group
II Swap Optional Termination Payment:
As
defined in Section 10.01.
Group
II Swap Provider:
The
swap provider under the Group II Swap Agreement either (a) entitled to receive
payments from the Swap Administrator from amounts payable by the Trust Fund
with
respect to Loan Group II under this Agreement or (b) required to make payments
to the Swap Administrator for payment to the Trust Fund with respect to Loan
Group II, in either case pursuant to the terms of the Group II Swap Agreement,
and any successor in interest or assign. Initially, the Group II Swap Provider
shall be Wachovia Bank, N.A.
Group
II Swap Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Group II
Swap Agreement with respect to which the Group II Swap Provider is a Defaulting
Party, (ii) a Termination Event under the Group II Swap Agreement with respect
to which the Group II Swap Provider is the sole Affected Party, or (iii) an
Additional Termination Event under the Group II Swap Agreement with respect
to
which the Group II Swap Provider is the sole Affected Party.
Group
II Swap Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Group II Swap
Agreement, the payment to be made by the Swap Administrator to the Group II
Swap
Provider from payments from the Trust Fund with respect to Loan Group II, or
by
the Group II Swap Provider to the Swap Administrator for payment to the Trust
Fund with respect to Loan Group II, as applicable, pursuant to the terms of
the
Group II Swap Agreement.
Group
II Trigger Event:
With
respect to any Distribution Date, a Group II Trigger Event exists if (i) a
related Delinquency Event shall have occurred and be continuing or (ii) the
aggregate amount of Realized Losses on the Group II Mortgage Loans since the
Cut-off Date as a percentage of the aggregate Cut-off Date Principal Balance
of
the Group II Mortgage Loans exceeds the applicable percentages set forth below
with respect to such Distribution Date:
|
Distribution
Date
|
Percentage
|
|
July
2009
to
June
2010
|
3.35%
with respect to July 2009, plus an additional 1/12th of the difference
between 5.30% and 3.35% for each month thereafter
|
|
July
2010 to June 2011
|
5.30%
with respect to July 2010, plus an additional 1/12th
of
the difference between 6.80% and 5.30% for each month
thereafter
|
|
July
2011 to June 2012
|
6.80%
with respect to July 2011, plus an additional 1/12th
of
the difference between 7.25% and 6.80% for each month
thereafter
|
|
July
2012 and thereafter
|
7.25%
|
Indemnified
Persons:
The
Trustee, the Master Servicer, 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
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
or
the trustee under the deed of trust and are not applied to the restoration
of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Master Servicer would follow in servicing mortgage
loans
held for its own account, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class 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 made on or prior to the related Distribution Account
Deposit Date, (c) all Compensating Interest with respect to the related Mortgage
Loans and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and
Subsequent Recoveries with respect to the related Mortgage Loans collected
during the related Prepayment Period (to the extent such Liquidation Proceeds
and Subsequent Recoveries relate to interest), and (e) all amounts relating
to
interest with respect to each Mortgage Loan repurchased by EMC (on its own
behalf as a Seller and on behalf of Master Funding) pursuant to Sections 2.02
and 2.03 and by the Master Servicer pursuant to Section 3.19, in each case
to
the extent remitted by the Master Servicer to the Distribution Account pursuant
to this Agreement and (f) the interest portion of any proceeds received from
the
exercise of a Group I Optional Termination or Group II Optional Termination,
as
applicable, minus (2) (i) all amounts relating to interest required to be
reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth in
this
Agreement, and (ii) any related Net Swap Payment or related Swap Termination
Payment (not due to a related Swap Provider Trigger Event and to the extent
not
paid by the Swap Administrator from any upfront payment received pursuant to
any
related replacement interest rate swap agreements that may be entered into
by
the related Supplemental Interest Trust Trustee) owed to the Swap Administrator
for payment to the related 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
Group I Certificates, other than the Class I-A-1 Certificates and Class I-A-2
Certificates, the Distribution Date in July 2036; with respect to the Class
I-A-1 Certificates and Class I-A-2 Certificates, the Distribution Date in May
2031 and April 2036, respectively. With respect to the Group II Certificates,
other than the Class II-A-1 Certificates and Class Class II-A-2 Certificates,
the Distribution Date in June 2036; with respect to the Class II-A-1
Certificates and Class II-A-2 Certificates, the Distribution Date in August
2030
and April 2036, respectively.
Latest
Possible Maturity Date:
With
respect to the Group I Certificates, July 25, 2036, which is the Distribution
Date in the month following the final scheduled maturity date of the Group
I
Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
of
the Cut-off Date. With respect to the Group II Certificates, June 25, 2036,
which is the Distribution Date in the month following the final scheduled
maturity date of the Group II 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, each REMIC III Group
I
Regular Interest, each Regular Interest issued by REMIC IV the ownership of
which is represented by the Class I-A Certificates and Class I-M Certificates,
the Class I-CE Interest, the Class I-P Interest, the Class I-IO Interest, each
Regular Interest the ownership of which is represented by the Class I-CE
Certificates and Class I-P Certificates, and REMIC VII Regular Interest IO,
shall be the Distribution Date in the month following the final scheduled
maturity date of the Group I Mortgage Loan in the Trust Fund having the latest
scheduled maturity date as of the Cut-off Date, and the latest possible maturity
date of each Regular Interest issued by REMIC II, each REMIC III Group II
Regular Interest, each Regular Interest issued by REMIC IV the ownership of
which is represented by the Class II-A Certificates and Class II-M Certificates,
the Class II-CE Interest, the Class II-P Interest, the Class II-IO Interest,
each Regular Interest the ownership of which is represented by the Class II-CE
Certificates and Class II-P Certificates, and REMIC X Regular Interest IO,
shall
be the Distribution Date in the month following the final scheduled maturity
date of the Group II Mortgage Loan in the Trust Fund having the latest scheduled
maturity date as of the Cut-off 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
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-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 or Group I Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group I included as such on the
Mortgage Loan Schedule.
Loan
Group II or Group II Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group II included as such on the
Mortgage Loan Schedule.
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 5.05(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.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Master Servicer 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:
Any of
the Majority Class I-CE Certificateholder or Majority Class II-CE
Certificateholder.
Majority
Class I-CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class I-CE
Certificates.
Majority
Class II-CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class II-CE
Certificates.
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:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
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.
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
5.06.
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 and separated into Group I Mortgage Loan and Group II
Mortgage Loans, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of June 30, 2006, 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 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
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
Master Servicer's Fee Rate;
(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 (j)
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
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 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 Certificates and Class I-M
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the Net Mortgage Rates on the then outstanding
Group I Mortgage Loans, weighted based on the Stated Principal Balances of
such
Group I Mortgage Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date,
and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Group I Net Swap
Payment payable to the Group I Swap Provider on such Distribution Date and
(ii)
any Group I Swap Termination Payment not due to a Group I Swap Provider Trigger
Event payable to the Group I Swap Provider (to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the Group
I
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Group I Mortgage Loans as of the related Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Group I Mortgage Loans on such Due Date, multiplied by 12. The Net Rate
Cap
will be adjusted to an effective rate reflecting the accrual of interest on
an
actual/360 basis. With respect to any Distribution Date and the REMIC IV Regular
Interests the ownership of which is represented by Class I-A Certificates and
Class I-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 III Pass-Through Rates on the REMIC III Group I Regular
Interests (other than REMIC III Regular Interests I-IO and I-P), weighted on
the
basis of the Uncertificated Principal Balances of each such REMIC III Regular
Interest immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates and Class
II-M
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the Net Mortgage Rates on the then outstanding
Group II Mortgage Loans, weighted based on the Stated Principal Balances of
such
Group II Mortgage Loans as of the related Due Date prior to giving effect to
any
reduction in the Stated Principal Balances of such Group II Mortgage Loans
on
such Due Date, and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related Accrual
Period, over (B) an amount, expressed as a per annum rate, equal to the sum
of
(i) the Group II Net Swap Payment payable to the Group II Swap Provider on
such
Distribution Date and (ii) any Group II Swap Termination Payment not due to
a
Group II Swap Provider Trigger Event payable to the Group II Swap Provider
(to
the extent not paid by the Swap Administrator from any upfront payment received
pursuant to any related replacement interest rate swap agreement that may be
entered into by the Group II Supplemental Interest Trust Trustee), divided
by
the aggregate outstanding Stated Principal Balance of the Group II Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Group II Mortgage Loans on such Due Date,
multiplied by 12. The Net Rate Cap will be adjusted to an effective rate
reflecting the accrual of interest on an actual/360 basis. With respect to
any
Distribution Date and the REMIC IV Regular Interests the ownership of which
is
represented by Class II-A Certificates and Class II-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 III
Pass-Through Rates on the REMIC III Group II Regular Interests (other than
REMIC
III Regular Interests II-IO and II-P), weighted on the basis of the
Uncertificated Principal Balances of each such REMIC III Regular Interest
immediately prior to such Distribution Date.
Net
Swap Payment:
Any of
the Group I Net Swap Payment or the Group II Net Swap 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 Master
Servicer pursuant to this Agreement, that, in the good faith judgment of 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.
Offered
Certificates:
The
Class I-A-1, Class I-A-2, Class I-A-3, Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9,
Class II-A-1, Class II-A-2, Class II-A-3, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8
and
Class II-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 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 LLC 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 Telerate Screen Page 3750 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 will 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 “Group I Marker Rate”, “Group I Maximum Uncertificated
Accrued Interest Deferral Amount”, “Group II Marker Rate” and “Group II Maximum
Uncertificated Accrued Interest Deferral Amount”, the related REMIC III 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
or
the Master Servicer, reasonably acceptable to each addressee of such opinion;
provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel must (i)
in
fact be independent of the Seller, Depositor and the Master Servicer, (ii)
not
have any direct financial interest in the
Seller, the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with the Seller, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
Any of
Group I Optional Termination or Group II Optional Termination.
Optional
Termination Date:
Any of
the Group I Optional Termination Date or Group II Optional Termination
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:
Any of
the Group I Overcollateralization Amount and Group II Overcollateralization
Amount.
Overcollateralization
Release Amount:
Any of
the Group I Overcollateralization Release Amount or Group II
Overcollateralization Release Amount.
Overcollateralization
Target Amount:
Any of
the Group I Overcollateralization Target Amount or Group II
Overcollateralization Target Amount.
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 rate per annum 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 I-CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC III Group I Regular Interest (other
than REMIC III Regular Interests I-IO and I-P) equal to the product of (a)
the
excess, if any, of the Uncertificated REMIC III Pass-Through Rate for such
REMIC
III Group I Regular Interest over the Group I Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC III Group
I
Regular Interest, and the denominator of which is the aggregate Uncertificated
Principal Balance of such REMIC III Group I Regular Interests.
With
respect to the Class II-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 III Group II Regular Interest
(other than REMIC III Regular Interests II-IO and II-P) equal to the product
of
(a) the excess, if any, of the Uncertificated REMIC III Pass-Through Rate for
such REMIC III Group II Regular Interest over the Group II Marker Rate and
(b) a
notional amount equal to the Uncertificated Principal Balance of such REMIC
III
Group II Regular Interest, and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of such REMIC III Group II Regular
Interests.
With
respect to the Class I-CE Certificate, the Class I-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 amount distributable
to the Class I-CE Interest for such Distribution Date.
With
respect to the Class II-CE Certificate, the Class II-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 amount distributable
to the Class II-CE Interest for such Distribution Date.
With
respect to the Class I-P Certificate and the Class I-P Interest, 0.00% per
annum.
With
respect to the Class II-P Certificate and the Class II-P Interest, 0.00% per
annum.
With
respect to the Class I-IO Interest, Class I-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
III
Regular Interest I-IO for such Distribution Date.
With
respect to the Class II-IO Interest, Class II-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
III
Regular Interest II-IO for such Distribution Date.
With
respect to REMIC VII Regular Interest IO, REMIC VII 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 I-IO Interest for such Distribution
Date.
With
respect to REMIC X Regular Interest IO, REMIC X 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 II-IO Interest for such Distribution
Date.
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;
|
| (iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
| (iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee 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;
|
| (v) |
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;
|
| (vi) |
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;
|
| (vii) |
securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is Moody’s, such rating
shall be the highest commercial paper rating of Moody’s for any such
securities), 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;
|
| (viii) |
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;
|
| (ix) |
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
|
| (x) |
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;
|
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 Master Servicer shall receive an Opinion of Counsel, at the expense
of the Master Servicer, 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) on 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, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X 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.
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 Master Servicer to the Trustee in respect of waived
Prepayment Charges related to each Loan Group pursuant to Section
4.01(a).
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment, a Principal Prepayment in full, or that became
a
Liquidated Loan during the related Prepayment Period, (other than a Principal
Prepayment in full resulting from the purchase of a Mortgage Loan pursuant
to
Section 2.02, 2.03, 3.19 or 10.01 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 Trustee Fee, (b) the Servicing
Fee
and the LPMI Fee, if any, in each case with respect to the related Mortgage
Loan.
Prepayment
Period:
As to
any Distribution Date, the period commencing on the 16th day of the month prior
to the month in which the related Distribution Date occurs and ending on the
15th day of the month in which such Distribution Date occurs.
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 and group of Certificates, an amount equal
to
(x) the Principal Funds for the related Loan Group for such Distribution Date
plus (y) any Extra Principal Distribution Amount for the group of Certificates
for such Distribution Date, less (z) any Overcollateralization Release Amount
for the related Loan Group.
Principal
Funds:
With
respect to each Loan Group and any Distribution Date, (1) the sum, without
duplication, of (a) all scheduled principal collected during the related Due
Period, (b) all Advances relating to principal made on or before the
Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
Prepayment Charges or penalties collected 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 a Seller and on behalf of
Master Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer
pursuant to Section 3.19, (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(c), (f) all Liquidation Proceeds
and
Subsequent Recoveries collected during the related Prepayment Period (to the
extent such Liquidation Proceeds and Subsequent Recoveries relate to principal),
in each case to the extent remitted by the Master Servicer to the Distribution
Account pursuant to this Agreement and (g) the principal portion of any proceeds
received from the exercise of a Group I Optional Termination or Group II
Optional Termination, as applicable, minus (2)(i) all amounts required to be
reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth in
this
Agreement and (ii) any related Net Swap Payments or related Swap Termination
Payments (not due to a related Swap Provider Trigger Event and to the extent
not
paid by the Swap Administrator from any upfront payment received pursuant to
any
related replacement interest rate swap agreement that may be entered into by
the
related Supplemental Interest Trust Trustee) owed to the Swap Administrator
for
payment to the related Swap Provider for such Distribution Date and any such
payments remaining unpaid for any prior Distribution Dates to the extent not
paid from related Interest Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 and 10.01 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
Master Servicer, as appropriate, in accordance with the terms of the related
Mortgage Note.
Principal
Remittance Amount:
With
respect to each Distribution Date, the sum of the amounts listed in clauses
(a)
through (f) of the definition of Principal Funds.
Private
Certificates:
Any of
the Class I-M-10, Class I-M-11, Class II-M-10, Class II-M-11, Class P, Class
CE
and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated June 23, 2006 relating to the public offering of
the
Offered Certificates.
Protected
Account:
The
separate Eligible Account established and maintained by the Master Servicer
with
respect to the Mortgage Loans and REO Property in accordance with Section 4.01
hereof.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan (x) required to be repurchased by the Seller
pursuant to Section 2.02 or 2.03 hereof or (y) that EMC has a right to purchase
pursuant to Section 3.19 hereof, an amount equal to the sum of (i) 100% of
the
outstanding principal balance of the Mortgage Loan as of the date of such
purchase (or if the related Mortgaged Property was acquired with respect
thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (ii) accrued interest thereon at the applicable Mortgage
Rate
through the first day of the month in which the Purchase Price is to be
distributed to Certificateholders, reduced by any portion of the Servicing
Fee,
Servicing Advances and Advances payable to the purchaser of the Mortgage Loan
plus (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
Moody’s and S&P. 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 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. 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 with respect to such Loan
Group on any Distribution Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the 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, so long as such Classes of Certificates
remain non Book-Entry 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 of
the Group I Regular Certificates and Group II Regular Certificates.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state 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 and any Loan Group, the Excess Spread relating
to such Loan Group less any Extra Principal Distribution Amount relating to
such
Loan Group, 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
5.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of REMIC I Regular Interest I-1-A through
REMIC I Regular Interest I-60-B 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
5.07(a).
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 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.
The REMIC II Regular Interests consist of REMIC II Regular Interest II-1-A
through REMIC II Regular Interest II-60-B and REMIC II Regular Interest P,
each
as designated in the Preliminary Statement hereto.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Group I Regular Interest:
Any of
the REMIC III Regular Interests I-AA, I-ZZ, X-X-0, X-X-0, X-X-0, I-M-1, I-M-2,
I-M-3, I-M-4, I-M-5, I-M-6, I-M-7, I-M-8, I-M-9, I-M-10, I-M-11, I-IO and
I-P.
REMIC
III Group II Regular Interest:
Any of
the REMIC III Regular Interests XX-XX, XX-XX, XX-X-0, XX-X-0, XX-X-0, II-M-1,
II-M-2, II-M-3, II-M-4, II-M-5, II-M-6, II-M-7, II-M-8, II-M-9, II-M-10,
II-M-11, II-IO and II-P.
REMIC
III Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC III issued
hereunder and designated as a Regular Interest in REMIC III. Each REMIC III
Regular Interest shall accrue interest at the related Uncertificated REMIC
III
Pass-Through Rate in effect from time to time, and (except for the REMIC III
Regular Interests I-IO and II-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 III
Regular Interests are set forth in the Preliminary Statement hereto. The REMIC
III Regular Interests consist of the REMIC III Group I Regular Interests and
REMIC III Group II Regular Interests.
REMIC
III Group I 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) the aggregate Stated Principal Balance of the Group I Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC III Pass-Through Rate for REMIC III Regular Interest I-AA
minus the Group I Marker Rate, divided by (b) 12.
REMIC
III Group I Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC III Group I Regular Interests (other than REMIC
III Regular Interests I-IO and I-P) minus (ii) the aggregate Uncertificated
Principal Balance of each REMIC III Group I Regular Interest for which a Class
I-A Certificate or Class I-M Certificate is a Corresponding Certificate, in
each
case, as of such date of determination.
REMIC
III Group I Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Group I 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 III Group I Regular Interest for which a Class I-A Certificate or Class
I-M Certificate is a Corresponding Certificate and the denominator of which
is
the aggregate Uncertificated Principal Balance of each REMIC III Group I Regular
Interest for which a Class I-A Certificate or Class I-M Certificate is a
Corresponding Certificate and REMIC III Regular Interest I-ZZ.
REMIC
III Group I Required Overcollateralization Amount:
1.00%
of the Group I Overcollateralization Target Amount.
REMIC
III Group 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) the aggregate Stated Principal Balance of the Group II Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC III Pass-Through Rate for REMIC III Regular Interest II-AA
minus the Group II Marker Rate, divided by (b) 12.
REMIC
III Group II Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC III Group II Regular Interests (other than REMIC
III Regular Interests II-IO and II-P) minus (ii) the aggregate Uncertificated
Principal Balance of each REMIC III Group II Regular Interest for which a Class
II-A Certificate or Class II-M Certificate is a Corresponding Certificate,
in
each case, as of such date of determination.
REMIC
III Group II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Group II 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 III Group II Regular Interest for which a Class II-A
Certificate or Class II-M Certificate is a Corresponding Certificate and the
denominator of which is the aggregate Uncertificated Principal Balance of each
REMIC III Group II Regular Interest for which a Class II-A Certificate or Class
II-M Certificate is a Corresponding Certificate and REMIC III Regular Interest
II-ZZ.
REMIC
III Group II Required Overcollateralization Amount:
1.00%
of the Group II Overcollateralization Target Amount.
REMIC
IV:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
IV Regular Interest:
The
Class I-CE Interest, Class II-CE Interest, Class I-P Interest, Class II-P
Interest, Class I-IO Interest, Class II-IO Interest or any Regular Interest
in
REMIC IV the ownership of which is represented by any of the Class A
Certificates or Class M Certificates.
REMIC
V:
The
segregated pool of assets consisting of the Class I-CE Interest conveyed in
trust to the Trustee, for the benefit of the Holders of the Class I-CE
Certificates and the Class I-RX Certificate (in respect of the Class I-R-5
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
V Certificate:
Any
Class I-CE Certificate or Class I-RX Certificate (in respect of the Class I-R-5
Interest).
REMIC
VI:
The
segregated pool of assets consisting of the Class I-P Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class I-P Certificates
and
the Class I-RX Certificate (in respect of the Class I-R-6 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
VI Certificate:
Any
Class I-P Certificate or Class I-RX Certificate (in respect of the Class I-R-6
Interest).
REMIC
VII:
The
segregated pool of assets consisting of the Class I-IO Interest conveyed in
trust to the Trustee, for the benefit of the holders of REMIC VII Regular
Interest IO and the Class I-RX Certificate (in respect of the Class I-R-7
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
VII Interests:
The
REMIC VII Regular Interest IO or Class I-RX Certificate (in respect of the
Class
I-R-7 Interest).
REMIC
VIII:
The
segregated pool of assets consisting of the Class II-CE Interest conveyed in
trust to the Trustee, for the benefit of the Holders of the Class II-CE
Certificates and the Class II-RX Certificate (in respect of the Class II-R-8
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
VIII Certificate:
Any
Class II-CE Certificate or Class II-RX Certificate (in respect of the Class
II-R-8 Interest).
REMIC
IX:
The
segregated pool of assets consisting of the Class II-P Interest conveyed in
trust to the Trustee, for the benefit of the Holders of the Class II-P
Certificates and the Class II-RX Certificate (in respect of the Class II-R-9
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
IX Certificate:
Any
Class II-P Certificate or Class II-RX Certificate (in respect of the Class
II-R-9 Interest).
REMIC
X:
The
segregated pool of assets consisting of the Class II-IO Interest conveyed in
trust to the Trustee, for the benefit of the holders of REMIC X Regular Interest
IO and the Class II-RX Certificate (in respect of the Class II-R-10 Interest),
with respect to which a separate REMIC election is to be made.
REMIC
X Interests:
The
REMIC X Regular Interest IO or Class II-RX Certificate (in respect of the Class
II-R-10 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, REMIC VI, REMIC VII,
REMIC VIII, REMIC IX or REMIC X 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, REMIC II Regular Interests and REMIC III Regular
Interests.
Remittance
Date:
Shall
mean the Business Day immediately preceding the Distribution Account Deposit
Date.
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 Master Servicer through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) 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 3.16(a)(iii).
Request
for Release:
The
Request for Release to be submitted by the Seller 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 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 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:
Any of
the Group I Reserve Fund and Group II Reserve Fund.
Reserve
Fund Deposit:
Any of
the Group I Reserve Fund Deposit and Group II Reserve Fund Deposit.
Residual
Certificates:
Any of
the Group I Residual Certificates and Group II Residual
Certificates.
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 3.16(a)(iv).
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended.
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 Certificates and Class II-A Certificates.
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 Master
Servicer 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.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Servicing Fee Rate multiplied by the Stated Principal Balance of such 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 Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period
covered by such payment of interest.
Servicing
Fee Rate:
0.500%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Master Servicer, as to which default is reasonably foreseeable, any
modification which is effected by the Master Servicer in accordance with the
terms of this Agreement which results in any change in the outstanding Stated
Principal Balance, any change in the Mortgage Rate or any extension of the
term
of such Mortgage Loan.
Servicing
Officer:
Any
officer of the Master Servicer 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 on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Significance
Estimate:
Any of
the Group I Significance Estimate and the Group II Significance
Estimate.
Significance
Percentage:
Any of
the Group I Significance Percentage and the Group II Significance
Percentage.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
and all Liquidation Proceeds to the extent applied by the Master Servicer as
recoveries of principal in accordance with Section 3.09 with respect to such
Mortgage Loan, that were received by the Master Servicer as of the close of
business on the last day of the Prepayment Period related to such Distribution
Date and (iii) any Realized Losses on such Mortgage Loan incurred during the
related Prepayment Period. The Stated Principal Balance of a Liquidated Loan
equals zero.
Subordinated
Certificates:
The
Class M Certificates, Class CE Certificates and Residual
Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus
amounts held by the Master Servicer to cover estimated expenses (including,
but
not limited to, recoveries in respect of the representations and warranties
made
by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Mortgage Loan that was the subject of a liquidation or final
disposition of any REO Property prior to the related Prepayment Period that
resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer 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(c).
Sub-Trust:
Each of
the Group I Sub-Trust and the Group II Sub-Trust.
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
Any of
the Group I Supplemental Interest Trust and Group II Supplemental Interest
Trust.
Supplemental
Interest Trust Trustee:
Any of
the Group I Supplemental Interest Trust Trustee or Group II Supplemental
Interest Trust Trustee.
Swap
Account:
Any of
the Group I Swap Account and Group II Swap Account.
Swap
Administrator:
LaSalle
Bank National Association acting as Swap administrator under the Swap
Administration Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated June 30, 2006, pursuant to which the Swap
Administrator will make payments to the related Swap Provider and the related
Certificateholders, and certain other payments, as such agreement may be amended
or supplemented from time to time.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the related Swap Agreement) for the related Calculation Period (as
defined in the related Swap Agreement).
Swap
Provider:
Any of
the Group I Swap Provider and Group II Swap Provider.
Swap
Provider Trigger Event:
Any of
the Group I Swap Provider Trigger Event and Group II Swap Provider Trigger
Event.
Swap
Termination Payment:
Any of
the Group I Swap Termination Payment and Group II Swap Termination
Payment.
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.
Transfer
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
Any of
a Group I Trigger Event or Group II Trigger Event.
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 Distribution Account, the Class I-P Certificate Account,
the
Class II-P Certificate Account, the Reserve Funds 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, a per annum fee equal to 0.0040%
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.
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 I-CE Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC III Group I Regular
Interests (other than REMIC III Regular Interest I-P) for such Distribution
Date.
With
respect to the Class II-CE Interest and any Distribution Date, an amount equal
to the aggregate Uncertificated Principal Balance of the REMIC III Group II
Regular Interests (other than REMIC III Regular Interest II-P) for such
Distribution Date.
With
respect to REMIC III Regular Interest I-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 X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through I-60-A
|
|
10
|
I-10-A
through I-60-A
|
|
11
|
I-11-A
through I-60-A
|
|
12
|
I-12-A
through I-60-A
|
|
13
|
I-13-A
through I-60-A
|
|
14
|
I-14-A
through I-60-A
|
|
15
|
I-15-A
through I-60-A
|
|
16
|
I-16-A
through I-60-A
|
|
17
|
I-17-A
through I-60-A
|
|
18
|
I-18-A
through I-60-A
|
|
19
|
I-19-A
through I-60-A
|
|
20
|
I-20-A
through I-60-A
|
|
21
|
I-21-A
through I-60-A
|
|
22
|
I-22-A
through I-60-A
|
|
23
|
I-23-A
through I-60-A
|
|
24
|
I-24-A
through I-60-A
|
|
25
|
I-25-A
through I-60-A
|
|
26
|
I-26-A
through I-60-A
|
|
27
|
I-27-A
through I-60-A
|
|
28
|
I-28-A
through I-60-A
|
|
29
|
I-29-A
through I-60-A
|
|
30
|
I-30-A
through I-60-A
|
|
31
|
I-31-A
through I-60-A
|
|
32
|
I-32-A
through I-60-A
|
|
33
|
I-33-A
through I-60-A
|
|
34
|
I-34-A
through I-60-A
|
|
35
|
I-35-A
through I-60-A
|
|
36
|
I-36-A
through I-60-A
|
|
37
|
I-37-A
through I-60-A
|
|
38
|
I-38-A
through I-60-A
|
|
39
|
I-39-A
through I-60-A
|
|
40
|
I-40-A
through I-60-A
|
|
41
|
I-41-A
through I-60-A
|
|
42
|
I-42-A
through I-60-A
|
|
43
|
I-43-A
through I-60-A
|
|
44
|
I-44-A
through I-60-A
|
|
45
|
I-45-A
through I-60-A
|
|
46
|
I-46-A
through I-60-A
|
|
47
|
I-47-A
through I-60-A
|
|
48
|
I-48-A
through I-60-A
|
|
49
|
I-49-A
through I-60-A
|
|
50
|
I-50-A
through I-60-A
|
|
51
|
I-51-A
through I-60-A
|
|
52
|
I-52-A
through I-60-A
|
|
53
|
I-53-A
through I-60-A
|
|
54
|
I-54-A
through I-60-A
|
|
55
|
I-55-A
through I-60-A
|
|
56
|
I-56-A
through I-60-A
|
|
57
|
I-57-A
through I-60-A
|
|
58
|
I-58-A
through I-60-A
|
|
59
|
I-59-A
through I-60-A
|
|
60
|
I-60-A
|
|
thereafter
|
$0.00
|
With
respect to REMIC III Regular Interest II-IO and each Distribution Date listed
below, the aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
II Regular Interests
|
|
1
|
II-1-A
through II-60-A
|
|
2
|
II-2-A
through II-60-A
|
|
3
|
II-3-A
through II-60-A
|
|
4
|
II-4-A
through II-60-A
|
|
5
|
II-5-A
through II-60-A
|
|
6
|
II-6-A
through II-60-A
|
|
7
|
II-7-A
through II-60-A
|
|
8
|
II-8-A
through II-60-A
|
|
9
|
II-9-A
through II-60-A
|
|
10
|
II-10-A
through II-60-A
|
|
11
|
II-11-A
through II-60-A
|
|
12
|
II-12-A
through II-60-A
|
|
13
|
II-13-A
through II-60-A
|
|
14
|
II-14-A
through II-60-A
|
|
15
|
II-15-A
through II-60-A
|
|
16
|
II-16-A
through II-60-A
|
|
17
|
II-17-A
through II-60-A
|
|
18
|
II-18-A
through II-60-A
|
|
19
|
II-19-A
through II-60-A
|
|
20
|
II-20-A
through II-60-A
|
|
21
|
II-21-A
through II-60-A
|
|
22
|
II-22-A
through II-60-A
|
|
23
|
II-23-A
through II-60-A
|
|
24
|
II-24-A
through II-60-A
|
|
25
|
II-25-A
through II-60-A
|
|
26
|
II-26-A
through II-60-A
|
|
27
|
II-27-A
through II-60-A
|
|
28
|
II-28-A
through II-60-A
|
|
29
|
II-29-A
through II-60-A
|
|
30
|
II-30-A
through II-60-A
|
|
31
|
II-31-A
through II-60-A
|
|
32
|
II-32-A
through II-60-A
|
|
33
|
II-33-A
through II-60-A
|
|
34
|
II-34-A
through II-60-A
|
|
35
|
II-35-A
through II-60-A
|
|
36
|
II-36-A
through II-60-A
|
|
37
|
II-37-A
through II-60-A
|
|
38
|
II-38-A
through II-60-A
|
|
39
|
II-39-A
through II-60-A
|
|
40
|
II-40-A
through II-60-A
|
|
41
|
II-41-A
through II-60-A
|
|
42
|
II-42-A
through II-60-A
|
|
43
|
II-43-A
through II-60-A
|
|
44
|
II-44-A
through II-60-A
|
|
45
|
II-45-A
through II-60-A
|
|
46
|
II-46-A
through II-60-A
|
|
47
|
II-47-A
through II-60-A
|
|
48
|
II-48-A
through II-60-A
|
|
49
|
II-49-A
through II-60-A
|
|
50
|
II-50-A
through II-60-A
|
|
51
|
II-51-A
through II-60-A
|
|
52
|
II-52-A
through II-60-A
|
|
53
|
II-53-A
through II-60-A
|
|
54
|
II-54-A
through II-60-A
|
|
55
|
II-55-A
through II-60-A
|
|
56
|
II-56-A
through II-60-A
|
|
57
|
II-57-A
through II-60-A
|
|
58
|
II-58-A
through II-60-A
|
|
59
|
II-59-A
through II-60-A
|
|
60
|
II-60-A
|
|
thereafter
|
$0.00
|
With
respect to the Class I-IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC III Regular Interest I-IO.
With
respect to REMIC VII Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class I-IO Interest.
With
respect to the Class II-IO Interest and any Distribution Date, an amount equal
to the Uncertificated Notional Amount of the REMIC III Regular Interest II-IO.
With respect to REMIC X Regular Interest IO, an amount equal to the
Uncertificated Notional Amount of the Class II-IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate, Uncertificated REMIC II Pass-Through
Rate or Uncertificated REMIC III Pass-Through Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests, Class P Interests and Class CE Interests
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 I-CE Interest shall be an amount equal to the excess,
if
any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC
III
Group I Regular Interests, over (B) the then aggregate Certificate Principal
Balance of the Class I-A Certificates and the Class I-M Certificates and the
Uncertificated Principal Balance of the Class I-P Interest then outstanding,
and
the Uncertificated Principal Balance of the Class II-CE Interest shall be an
amount equal to the excess, if any, of (A) the then aggregate Uncertificated
Principal Balance of the REMIC III Group II Regular Interests, over (B) the
then
aggregate Certificate Principal Balance of the Class II-A Certificates and
the
Class II-M Certificates and the Uncertificated Principal Balance of the Class
II-P Interest then outstanding. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests, Class CE Interests and Class
P
Interests shall be reduced by all distributions of principal made on such REMIC
Regular Interests, Class CE Interests and Class P Interests on such Distribution
Date pursuant to Section 5.07 and, if and to the extent necessary and
appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 5.05, and the Uncertificated Principal Balances
of
REMIC III Regular Interest I-ZZ and REMIC III Regular Interest II-ZZ shall
be
increased by interest deferrals as provided in Sections 5.07(c)(1)(ii) and
5.07(c)(3)(ii), respectively. 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 Regular Interest ending with the designation “A” and any
Distribution Date, a per annum rate equal to the weighted average Net Mortgage
Rate of the Group I Mortgage Loans multiplied by 2, subject to a maximum rate
of
10.8140%. With respect to each REMIC 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 the Group I Mortgage Loans over (2) 10.8140% 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 each REMIC 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 the Group II Mortgage Loans multiplied by 2, subject to a
maximum rate of 10.8140%. With respect to each REMIC 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 the Group II Mortgage Loans over (2) 10.8140%
and
(y) 0.00% per annum.
With
respect to REMIC II Regular Interest P, 0.00%.
Uncertificated
REMIC III Pass-Through Rate:
With
respect to REMIC III Regular Interest I-AA, each REMIC III Group I Regular
Interest for which a Class I-A Certificate or Class I-M Certificate is the
Corresponding Certificate and REMIC III Regular Interest I-ZZ, 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
|
|
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-6-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 III Regular Interest I-IO and any Distribution Date, a per
annum rate equal to the excess of (x) the weighted average of the Uncertificated
REMIC I Pass-Through Rates for the REMIC I Regular Interests ending with the
designation “A”, over (y) 2 multiplied by Swap LIBOR.
With
respect to REMIC III Regular Interest I-P,
0.00%.
With
respect to REMIC III Regular Interest II-AA, each REMIC III Group II Regular
Interest for which a Class II-A Certificate or Class II-M Certificate is the
Corresponding Certificate and REMIC III Regular Interest II-ZZ, and any
Distribution Date, a per annum rate equal to the weighted average of (x) the
Uncertificated REMIC II Pass-Through Rates for the REMIC II Regular Interests
ending with the designation “B” for such Distribution Date and (y) the rates
listed below for the REMIC 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 II 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 II Pass-Through Rate
|
|
2
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
3
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-2-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
4
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
5
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
6
|
II-6-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
7
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
8
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
9
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
10
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
11
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
12
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
13
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
14
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
15
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
16
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
17
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
18
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
19
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
20
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
21
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
22
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
23
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
24
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
25
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
26
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
27
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
28
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
29
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
30
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
31
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
32
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
33
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
34
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
35
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
36
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
37
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
38
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
39
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
40
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
41
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
42
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
43
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
44
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
45
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
46
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-45-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
47
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-46-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
48
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-47-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
49
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-48-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
50
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-49-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
51
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-50-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
52
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-51-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
53
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-52-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
54
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-53-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
55
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-54-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
56
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-55-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
57
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-56-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
58
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-57-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
59
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-58-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
60
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC II Pass-Through Rate
|
|
II-1-A
through II-59-A
|
Uncertificated
REMIC II Pass-Through Rate
|
|
|
thereafter
|
II-1-A
through II-60-A
|
Uncertificated
REMIC II Pass-Through Rate
|
With
respect to REMIC III Regular Interest II-IO and any Distribution Date, a per
annum rate equal to the excess of (x) the weighted average of the Uncertificated
REMIC II Pass-Through Rates for the REMIC II Regular Interests ending with
the
designation “A”, over (y) 2 multiplied by Swap LIBOR.
With
respect to REMIC III Regular Interest II-P, 0.00%.
Unpaid
Realized Loss Amount:
With
respect to any related 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
with
respect to such Class on all previous Distribution Dates. Any amounts
distributed to the related 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, with respect to matters solely involving the Group I Certificates,
(i) 92% to the Class I-A Certificates and Class I-M Certificates, (ii) 3% to
the
Class I-CE Certificates until paid in full, and (iii) 1% to each of the Class
I-R-1, Class I-R-2, Class I-R-3, Class I-RX and Class I-P Certificates, with
the
allocation among the Certificates (other than the Class I-CE, Class I-P and
Group I 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 with respect to matters solely involving the Group
II Certificates, shall be allocated (i) 92% to the Class II-A Certificates
and
Class II-M Certificates, (ii) 5% to the Class II-CE Certificates until paid
in
full, and (iii) 1% to each of the Class II-P, Class II-R-1 and Class II-RX
Certificates, with the allocation among the Certificates (other than the Class
II-CE, Class II-P and Group II 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. Matters which solely affect the
Group I Certificates or Group II Certificates will be voted on solely by the
related Classes. Voting Rights with respect to both Loan Groups shall be
allocated (i) 46% to the Group I Offered Certificates, (ii) 46% to the Group
II
Offered Certificates (iii) 1.5% to the Class I-CE, (iv) 2.5% to the Class II-CE
Certificates, (v) 0.5% to each of the Class I-R-1, Class I-R-2, Class I-R-3,
Class I-RX, Class I-P, and (vi) 0.5% to each of the Class II-P, Class II-R-1
and
Class II-RX 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.
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
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of the related Mortgage Loans for any Distribution Date
shall be allocated first, to the related 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 related 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 Regular Interests (other than REMIC I Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 5.02) and any Relief Act Interest Shortfalls incurred in respect of
Loan
Group I shall be allocated first, to REMIC I Regular Interests ending with
the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests (other than REMIC II Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 5.02) and any Relief Act Interest Shortfalls incurred in respect of
Loan
Group II shall be allocated first, to REMIC II Regular Interests ending with
the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest, and then, to REMIC
II
Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC III 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 Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to Uncertificated Accrued Interest payable to
REMIC III Regular Interest I-AA and REMIC III Regular Interest I-ZZ up to an
aggregate amount equal to the REMIC III Group I Interest Loss Allocation Amount,
98% and 2%, respectively, and thereafter among REMIC III Regular Interest I-AA,
each REMIC III Group I Regular Interest for which a Class I-A Certificate or
Class I-M Certificate is the Corresponding Certificate and REMIC III Regular
Interest I-ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC III Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC III Group I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC III 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 Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group II for any Distribution
Date shall be allocated first, to Uncertificated Accrued Interest payable to
REMIC III Regular Interest II-AA and REMIC III Regular Interest II-ZZ up to
an
aggregate amount equal to the REMIC III Group II Interest Loss Allocation
Amount, 98% and 2%, respectively, and thereafter among REMIC III Regular
Interest II-AA, each REMIC III Group II Regular Interest for which a Class
II-A
Certificate or Class II-M Certificate is the Corresponding Certificate and
REMIC
III Regular Interest II-ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC III Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC III Group 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 such 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.
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.
In
connection with such sale, the Depositor has 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 2006-HE6,” 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 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 a MOM Loan, the assignment (either an original
or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset
Backed Securities I LLC, Asset Backed-Certificates, Series 2006-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, to the extent available to the Seller,
with
evidence of recording thereon, (v) the original policy of title insurance or
mortgagee’s certificate of title insurance or commitment or binder for title
insurance, if available, or a copy thereof, or, in the event that such original
title insurance policy is unavailable, a photocopy thereof, or in lieu thereof,
a current lien search on the related Mortgaged Property 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, 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 a true
copy thereof with a certification by the Seller or Master Funding, as
applicable, or the title company issuing the commitment for title insurance,
on
the face of such copy, substantially as follows: “Certified to be a true and
correct copy of the original, which has been transmitted for recording”; and (y)
in lieu of the Mortgage Notes relating to the Mortgage Loans identified in
the
list set forth in Exhibit I, the Depositor may deliver 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 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 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, the Seller need not cause to be recorded (a) any assignment in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
addressed to the Trustee delivered by EMC (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 the Seller, 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 each such previously unrecorded
assignment to be submitted for recording as specified above at the expense
of
the Trust. In the event a Mortgage File is released to the Master Servicer
as a
result of such Person having completed a Request for Release, the Custodian
shall, if not so completed, complete the assignment of the related Mortgage
in
the manner specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (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) and the
Master Servicer and, if reviewed by the Custodian or the Trustee, an Interim
Certifications, substantially in the form of Exhibit Two to the Custodial
Agreement. In conducting such review, the Trustee or the Custodian on its behalf
will ascertain whether all required documents have been executed and received
and whether those documents relate, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B to this Agreement, as supplemented (provided, however,
that with respect to those documents described in subclauses (iv) and (vi)
of
Section 2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and
the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
EMC
(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 within 60 days from the date of notice
from the Trustee of the defect and 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.
(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) and the Master Servicer
and, if reviewed by the Custodian or 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). 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 within 60 days from the date of notice
from the Trustee of the defect and 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 Protected 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 Protected 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 Protected 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 Master Servicer and The Seller.
(a) The
Master Servicer hereby represents and warrants to the Depositor 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 the Mortgage Loan Purchase Agreement and to
perform any of its other obligations under this Agreement in accordance with
the
terms hereof or thereof.
(ii) It
has
the full corporate power and authority to service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement, the servicing of the Mortgage Loans
by
it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof and thereof are in its ordinary course of business and will not
(A)
result in a breach of any term or provision of its charter or by-laws or (B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
it is a party or by which it may be bound, or (C) constitute a violation of
any
statute, order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx 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 thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(b) 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 Mae
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.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
related Certificateholders in any Mortgage Loan, the party discovering such
breach shall give prompt written notice thereof to the other parties. 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 or
Section 8 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 Protected 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.
(d) 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
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or 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 Sponsor 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, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X 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, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X 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 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) substitute, if the conditions
in Section 2.03 with respect to substitutions are satisfied, a Replacement
Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected
Mortgage Loan within 90 days of such discovery in the same manner as it would
a
Mortgage Loan for a breach of representation or warranty in accordance with
Section 2.03. The Trustee shall reconvey to 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
a
Mortgage Loan repurchased for breach of a representation or warranty in
accordance with Section 2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, 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, 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 I-R-2 Certificates. The Trustee acknowledges receipt of the REMIC
I
Regular Interests (which are uncertificated), 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 I-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
III Regular Interests and the other assets of REMIC IV for the benefit of the
holders of the Regular Certificates (other than the Class CE Certificates),
the
Class CE Interests, the Class IO Interests, the Class P Interests and the Class
I-R-3 Certificates. The Trustee acknowledges receipt of the REMIC III Regular
Interests (which are uncertificated) and the other assets of REMIC IV and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the holders of the Regular Certificates (other than the Class CE
Certificates), the Class CE Interests, the Class IO Interests, the Class P
Interests and the Class I-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
I-CE Interest for the benefit of the Holders of the REMIC V Certificates. The
Trustee acknowledges receipt of the Class I-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 V
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
I-P Interest for the benefit of the Holders of the REMIC VI Certificates. The
Trustee acknowledges receipt of the Class I-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 VI 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
I-IO Interest for the benefit of the holders of the REMIC VII Interests. The
Trustee acknowledges receipt of the Class I-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 VII
Interests.
(g) 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
II-CE Interest for the benefit of the Holders of the REMIC VIII Certificates.
The Trustee acknowledges receipt of the Class II-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 VIII
Certificates.
(h) 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
II-P Interest for the benefit of the Holders of the REMIC IX Certificates.
The
Trustee acknowledges receipt of the Class II-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 IX
Certificates.
(i) 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
II-IO Interest for the benefit of the holders of the REMIC X Interests. The
Trustee acknowledges receipt of the Class II-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 X
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 THE MORTGAGE LOANS
Section
3.01 The
Master Servicer to act as Master Servicer.
The
Master Servicer 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 Master
Servicer 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 and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.09, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer
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 Master Servicer, 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 Master
Servicer 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 Mortgaged Properties held for
the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt
of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Master Servicer shall advance or cause to be advanced funds as necessary for
the
purpose of effecting the payment of taxes and assessments on the related
Mortgaged Properties, which advances shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 4.03, and
further as provided in Section 4.02. All costs incurred by the Master Servicer,
if any, in effecting the timely payments of taxes and assessments on the related
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the related Certificateholders, be
added
to the Stated Principal Balance under the Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Master Servicer 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 Master Servicer is not
required to exercise such rights with respect to a 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 Master Servicer
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 Master Servicer 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 Master Servicer enters such agreement) by
the
applicable Required Insurance Policies. The Master Servicer, 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 Master Servicer shall
not
be deemed to be in default under this Section 3.02(a) by reason of any transfer
or assumption that the Master Servicer reasonably believes it is restricted
by
law from preventing.
(b) Subject
to the Master Servicer’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 Master Servicer 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 Master Servicer in accordance
with
its servicing standards as then in effect. The Master Servicer 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 Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.
Section
3.03 Subservicers.
The
Master Servicer 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 Master Servicer of a subservicer shall not release
the Master Servicer from any of its obligations hereunder and the Master
Servicer shall remain responsible hereunder for all acts and omissions of each
subservicer as fully as if such acts and omissions were those of the Master
Servicer. The Master Servicer 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 Master Servicer hereunder.
At
the
cost and expense of the Master Servicer, without any right of reimbursement
from
its Protected Account, the Master Servicer 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 Master
Servicer, at the Master Servicer’s option, from electing to service the related
Mortgage Loans itself. In the event that the Master Servicer’s responsibilities
and duties under this Agreement are terminated pursuant to Section 8.01, the
Master Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination
of
the Master Servicer. The Master Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Master Servicer’s own funds without reimbursement from
the Trust Fund.
Notwithstanding
the foregoing, the Master Servicer 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 Master Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Master Servicer 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 Master Servicer 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 shall provide that such agreement
may
be assumed or terminated without cause or penalty by the Trustee or other
Successor Master Servicer in the event the Master Servicer is terminated in
accordance with this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Master Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents,
Records and Funds in Possession of the Master Servicer To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Master Servicer 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 a Mortgage Loan coming
into the possession of the Master Servicer from time to time and shall account
fully to the Trustee for any funds received by the Master Servicer or that
otherwise are collected by the Master Servicer as Liquidation Proceeds,
Insurance Proceeds or Subsequent Recoveries in respect of any such Mortgage
Loan. All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer 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, shall be held by the Master Servicer 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 Master Servicer
also
agrees that it shall not create, incur or subject any Mortgage File or any
funds
that are deposited in the Protected 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, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Master Servicer 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 Master Servicer 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 4.01,
any amounts collected by the Master Servicer 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 Master Servicer’s normal servicing procedures) shall be
deposited in the Protected Account. Any cost incurred by the Master Servicer
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 Master Servicer out of late payments by the related Mortgagor or out
of
Liquidation Proceeds to the extent permitted by Section 4.02. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor or maintained on property acquired in respect of a Mortgage other
than pursuant to such applicable laws and regulations as shall at any time
be in
force and as shall require such additional insurance. If the Mortgaged Property
is located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer 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 Master Servicer 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 Master Servicer 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 the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer’s own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer 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
Master Servicer shall prepare and present on behalf of the Trustee and the
related 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 Insurance
Policies. Any proceeds with respect to a Loan Group disbursed to the Master
Servicer in respect of such Insurance Policies shall be promptly deposited
in
the Protected Account upon receipt, except that any amounts realized that are
to
be applied to the repair or restoration of the related Mortgaged Property 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
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer 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 Master Servicer would have been covered thereunder. The Master
Servicer 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 Master Servicer
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 Mortgage Note
and
is required to be kept in force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee, 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 Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
with respect to a Loan Group shall be deposited in the Protected Account with
respect to such Loan Group, subject to withdrawal pursuant to Section 4.02
hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Master Servicer 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 Master Servicer 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 Master
Servicer against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction
of
a 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 Master Servicer 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 Master
Servicer shall deliver to the Trustee 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 Trustee.
The
Master Servicer shall notify 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.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Master Servicer 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 Master Servicer shall follow
such
practices and procedures as it shall deem necessary or advisable and as shall
be
normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
the Master Servicer 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 to itself
of
such expenses and (ii) that such expenses will be recoverable to it through
Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer 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 Master Servicer will give
notice of any such charge-off to the Trustee. The Master Servicer 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 from the related Loan Group,
as
contemplated in Section 4.02. If the Master Servicer has knowledge that a
Mortgaged Property that the Master Servicer 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
Master Servicer, the Master Servicer will, prior to acquiring the Mortgaged
Property, consider such risks and only take action in accordance with its
established environmental review procedures.
With
respect to any REO Property, 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 Master Servicer 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 Master
Servicer shall either itself or through an agent selected by the Master Servicer
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 related
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the related
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each 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 with respect to the applicable Loan Group no later than
the close of business on each Determination Date. The Master Servicer shall
perform the tax reporting and withholding related to foreclosures, abandonments
and cancellation of indebtedness income as specified by Sections 1445, 6050J
and
6050P of the Code by preparing and filing such tax and information returns,
as
may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
a
Mortgage Loan, the Master Servicer 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,
REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X as defined in Section
860F
of the Code or cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V,
REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X 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, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X 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 Master Servicer
has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
be subject to a determination by the Master Servicer 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
Master Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and
shall be deposited into the Protected Account with respect to the related Loan
Group. 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 with respect to the related
Loan
Group for all purposes hereof.
The
Liquidation Proceeds with respect to each Loan Group from any liquidation of
a
related Mortgage Loan, net of any payment to the Master Servicer as provided
above, shall be deposited in the Protected Account upon
receipt and made available on
the
next succeeding Determination Date following receipt thereof for distribution
on
the related Distribution Date, except that any Excess Liquidation Proceeds
with
respect to each Loan Group shall be retained by the Master Servicer as
additional servicing compensation.
The
proceeds of any Liquidated Loan from each Loan Group, as well as any recovery
resulting from a partial collection of related Liquidation Proceeds or any
income from a related REO Property, will be applied in the following order
of
priority: first, to reimburse the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 4.02 or this Section
3.09; second, to reimburse the Master Servicer for any unreimbursed Advances
with respect to such Loan Group, pursuant to Section 4.02 or this Section 3.09;
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.
(b) On
each
Determination Date, the Master Servicer shall determine with respect to each
Loan Group the respective aggregate amounts of Excess Liquidation Proceeds
and
Realized Losses, if any, for the related Prepayment Period.
(c) The
Master Servicer 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 Master Servicer from initiating foreclosure proceedings
on
any date hereafter if the facts and circumstances of such Mortgage Loans
including delinquency characteristics in the Master Servicer’s discretion so
warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the 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, other ancillary income, all income and gain net of any losses
realized from Permitted Investments with respect to funds in or credited to
the
Protected Account shall be retained by the Master Servicer to the extent not
required to be deposited in the Protected Account pursuant to Section 4.02.
The
Master Servicer 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
4.02.
Section
3.11 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 sell any 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 Master Servicer shall protect and conserve such
REO
Property in the manner and to the extent required herein, in accordance with
the
REMIC Provisions.
(b) The
Master Servicer shall deposit all funds with respect to each Loan Group
collected and received in connection with the operation of any REO Property
into
the Protected Account.
(c) The
Master Servicer, upon the final disposition of any REO Property, shall be
entitled to reimbursement from such Loan Group 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 or the acquisition thereof by the Trust
Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer shall submit
a liquidation report to the Trustee containing such information as shall be
mutually acceptable to the Master Servicer and the Trustee with respect to
such
Mortgaged Property.
Section
3.13 Annual
Statement as to Compliance.
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 2007, 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 of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. In the event that the Master Servicer 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 Master
Servicer.
Failure
of the Master Servicer to comply with this Section 3.13 (including
with respect to the time frames required in this Section)
shall be
deemed an Event of Default with respect to such party, and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee
may
have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, upon notice immediately terminate
all the rights and obligations of the Master Servicer under this Agreement
and
in and to the Mortgage Loans and the proceeds thereof without compensating
the
Master Servicer for the same. Failure of the Trustee to comply with this Section
3.13 (including with respect to the time frames required in this Section) which
failure results in a failure to timely file the Form 10-K shall be deemed a
default which may result in the termination of the Trustee pursuant to Section
9.08 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.
Section
3.14 Assessments
of Compliance and Attestation Reports.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria. Pursuant to Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master
Servicer, the Trustee and the Custodian (each, an “Attesting Party”) shall
deliver to the Trustee, the Master Servicer and the Depositor on or before
March
15th
of
each
calendar year beginning in 2007, 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 P 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 P hereto which are indicated as applicable to the related Attesting
Party.
On
or
before March 15th of each calendar year beginning in 2007, 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 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 P 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.
Failure
of the Master Servicer to comply with this Section 3.14 (including with respect
to the time frames required in this Section) shall be deemed an Event of
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 Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Master Servicer for the same. This paragraph
shall supersede any other provision in this Agreement or any other agreement
to
the contrary.
The
Trustee shall also provide an Assessment of Compliance and Attestation Report,
as and when provided above, which shall at a minimum address each of the
Servicing Criteria specified on Exhibit P hereto which are indicated as
applicable to the “trustee.” In addition, the Trustee shall cause the Custodian
to deliver to the Trustee and the Depositor an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit P hereto which are indicated
as applicable to a “custodian.” 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.
Section
3.15 Books
and Records.
The
Master Servicer 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 Master Servicer’s computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer 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 Master
Servicer 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 Master Servicer complies with the requirements
of Accepted Servicing Practices.
The
Master Servicer 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 Master Servicer’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
3.16 Reports
Filed with Securities and Exchange Commission.
(a) (i)Within
15
days after each Distribution Date, 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; 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,
pursuant to the paragraph immediately below, reported by the parties set forth
on Exhibit Q to the Trustee and the Depositor and 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-D Disclosure absent such reporting
(other than with respect to when it is the reporting party as set forth in
Exhibit Q) and approval.
(ii) (A)
Within seven (7) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit Q shall be required to provide, pursuant to section
3.16(a)(v) below, to the Trustee and the Depositor, to the extent known, 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
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
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 senior officer of the Master Servicer in charge of the
servicing function 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 will follow the
procedures set forth in Section 3.16(a)(vi). 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 5.06 a final executed copy of
each
Form 10-D. The signing party at 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 the questions 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 3.16(a)(i) and (vi)
related to the timely preparation and filing of Form 10-D is contingent upon
such parties strictly observing all applicable deadlines in the performance
of
their duties under such Sections. It is understood by the parties hereto that
the performance by the Trustee of its duties under this Section 3.16(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, 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 Trustee’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence,
bad
faith or willful misconduct.
Subject
to the foregoing, the Trustee has no duty under this Agreement to monitor or
enforce the performance by the other parties listed on Exhibit Q of their duties
under this paragraph or to proactively solicit or procure from such parties
any
Additional Form 10-D Disclosure information.
(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, at the direction of the Depositor, on behalf of the
Trust 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 Q to the Trustee and the Depositor and approved
by the Depositor, 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 Q) and approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than 12:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the parties set forth in Exhibit Q shall
be
required pursuant to Section 3.16(a)(v) below to provide to the Trustee and
the
Depositor, to the extent known, 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 will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The
Depositor will 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 senior 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
3.16(a)(vi). 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 5.06 a final executed copy of each Form 8-K. The signing
party at 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 3.16(a)(iii) related to the timely preparation and filing
of
Form 8-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under this Section 3.16(a)(iii).
It
is understood by the parties hereto that the performance by the Trustee of
its
duties under this Section 3.16(a)(iii) related to the timely preparation,
execution and filing of Form 8-K is also contingent upon the 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,
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 Trustee’s
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form
8-K, not resulting from its own negligence, bad faith or willful misconduct.
Subject to the foregoing, the Trustee has no duty under this Agreement to
monitor or enforce the performance by the other parties listed on Exhibit Q
of
their duties under this paragraph or to proactively solicit or procure from
such
parties any Additional Form 8-K Disclosure information.
(iv) (A)
Within 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2007, the 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
time frames set forth in this Agreement, (I) an Annual Statement of Compliance
for the Master Servicer and any subservicer, as described under Section 3.13,
(II)(A) the Assessment of Compliance with Servicing Criteria for the Master
Servicer and each subservicer and subcontractor participating in the servicing
function, the Trustee and the Custodian, as described under Section 3.14, and
(B) if the Assessment of Compliance of the Master Servicer, the Trustee or
the
Custodian described under Section 3.14 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
the
Master Servicer’s, the Trustee’s or the Custodian’s Assessment of Compliance
described under Section 3.14 is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report
is not included, (III)(A) the registered public accounting firm Attestation
Report for the Master Servicer, the Trustee and the Custodian, as described
under Section 3.14, and (B) if any registered public accounting firm Attestation
Report described under Section 3.14 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
any
such registered public accounting firm Attestation Report is not included as
an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, and (IV) a Xxxxxxxx-Xxxxx
Certification (“Xxxxxxxx-Xxxxx Certification”) as described in this Section 3.16
(a)(iv)(D) below. Any disclosure or information in addition to (I) through
(IV)
above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit Q to the Trustee and the Depositor and 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 Q) and approval.
(B) No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (i) the parties set forth in Exhibit
Q shall be required to provide pursuant to Section 3.16(a)(v) below to the
Trustee and the Depositor, to the extent known, 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 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 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.
(C) 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 the questions 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 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
3.16(a)(vi). 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 5.06 a final executed copy of each Form 10-K. The signing
party at 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 Sections 3.16(a)(iv) related to the timely preparation and filing of
Form
10-K is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under such Sections, Section 3.13 and Section
3.14. It is understood by the parties hereto that the performance by the Trustee
of its duties under this Section 3.16(a)(iv) related to the timely preparation,
execution and filing of Form 10-K is also contingent upon the 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,
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 Trustee’s
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form
10-K, not resulting from its own negligence, bad faith or willful misconduct.
Subject to the foregoing, the Trustee has no duty under this Agreement to
monitor or enforce the performance by the other parties listed on Exhibit Q
of
their duties under this paragraph or to proactively solicit or procure from
such
parties any Additional Form 10-K Disclosure information.
(D) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall,
and the Master Servicer shall cause any subservicer or subcontractor engaged
by
it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
“Certifying Person”), by March 15 of each year in which the Trust is subject to
the reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (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
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,
the Trustee shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 3.16(a)(iv) with respect to the period of time it
was
subject to this Agreement.
(v) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
R, 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 Q as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
3.16(a)(i) through (iv) above. Each of the Master Servicer, Seller, and
Depositor hereby agree to notify and provide (to the extent known) to the
Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
with respect to which such party is indicated in Exhibit Q 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 related Significance Estimate and the
Trustee shall use such information to calculate the related 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 related Swap Provider to that effect. The
Trustee shall request from the Depositor and the Depositor shall deliver to
the
Trustee any information that the related Swap Provider delivered to the
Depositor as required under Regulation AB, to the extent required under the
related 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 related 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.
(vi) (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 will immediately notify the Depositor and
the
Master Servicer. In the case of Forms 10-D and 10-K, the Depositor, Master
Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a
10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.
In
the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Forms 8-K, 10-D or 10-K needs to be amended, the Trustee will
notify the Depositor and the Master Servicer and such parties will cooperate
to
prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any
amendment to 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 3.16(a)(vi) 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 Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed 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,
not resulting from its own negligence, bad faith or willful
misconduct.
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, 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 3.16; 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 3.16 shall
not
be reimbursable from the Trust Fund.
(b) In
connection with the filing of any 10-K hereunder, the Trustee shall sign a
Back-Up Certification substantially in the form attached hereto as Exhibit
K for
the Depositor regarding certain aspects of the Form 10-K certification signed
by
the Master Servicer; provided, however, the Trustee shall not be required to
undertake an analysis of any accountant’s report attached as an exhibit to the
Form 10-K.
(c) The
Trustee shall indemnify and hold harmless, 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 3.13, 3.14 and 3.16 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
3.13, 3.14 and 3.16 (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.
(d) 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 3.13, Section 3.14 and Section 3.16
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 3.16 (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.
(e) The
Master Servicer shall indemnify and hold harmless 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
3.13, Section 3.14 and Section 3.16 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 3.13, 3.14
and
3.16 (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.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, Depositor or the Trustee, as applicable, then
the
defaulting party, in connection with a breach of its respective obligations
under Section 3.13, Section 3.14 and Section 3.16 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.
(f) 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 3.16(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.
(g) Notwithstanding
the provisions of Section 11.01, this Section 3.16 may be amended without the
consent of the Certificateholders.
Section
3.17 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14
and
3.16 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, convention or consensus
among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the
parties shall comply with reasonable requests made by the Seller, the 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
3.18 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
3.19 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, the Seller
shall
have the right to purchase any such Mortgage Loan or REO Property from the
Trust
at a price equal to the Purchase Price; provided however (i) that such Mortgage
Loan is still 90 days or more delinquent or is an REO Property as of the date
of
such purchase and (ii) this purchase option, if not theretofore exercised,
shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal
Quarter.
In
addition, the Seller shall, at its option, purchase any Mortgage Loan from
the
Trust if the first Due Date for such Mortgage Loan is subsequent to the Cut-off
Date and the initial Scheduled Payment is not made within thirty (30) days
of
such Due Date. Such purchase shall be made at a price equal to the Purchase
Price.
If
at any
time the Seller remits to the Master Servicer a payment for deposit in the
Protected Account covering the amount of the Purchase Price for such a Mortgage
Loan, and the Seller provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited
in
the Protected Account, then the Trustee shall execute the assignment of such
Mortgage Loan prepared and delivered to the Trustee, at the request of the
Seller, without recourse, representation or warranty, to the Seller which shall
succeed to all the Trustee’s right, title and interest in and to such Mortgage
Loan, and all security and documents relative thereto. Such assignment shall
be
an assignment outright and not for security. The Seller will thereupon own
such
Mortgage, and all such security and documents, free of any further obligation
to
the Trustee or the Certificateholders with respect thereto.
Section
3.20 Obligations
of the Master Servicer 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 Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account with respect to the related Loan Group 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 Master Servicer in respect
of
any such liability. Such indemnities shall survive the termination or discharge
of this Agreement. Notwithstanding the foregoing, this Section 3.20 shall not
limit the ability of the Master Servicer 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
3.21 Group
I Reserve Fund; Payments to and from Swap Administrator; Group I Supplemental
Interest Trust.
(a) As
of the
Closing Date, the Trustee shall establish and maintain in the name of the Group
I Supplemental Interest Trust, a separate trust for the benefit of the Holders
of the Class I-A Certificates and Class I-M Certificates and the Group I Swap
Provider. The Group I Supplemental Interest Trust shall hold the Group I Swap
Agreement, the rights in respect of the Swap Administration Agreement that
relate to Loan Group I and the Group I Swap Account. The Group I 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. In performing its duties hereunder and under the Group I Swap
Agreement and the rights in respect of the Swap Administration Agreement that
relate to Loan Group I, the Group I 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 Group I Reserve Fund
on
behalf of the Holders of the Group I Certificates. On the Closing Date, the
Depositor shall cause an amount equal to the Group I Reserve Fund Deposit to
be
deposited into the Group I Reserve Fund. The Group I Reserve Fund must be an
Eligible Account. The Group I Reserve Fund shall be entitled “Group I 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
2006-HE6”. The Trustee shall deposit in the Group I Reserve Fund all payments
received from the Swap Administrator that are payable to the Trust Fund with
respect to Loan Group I 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 I-A Certificates and Class I-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 I-A Certificates and/or Class I-M
Certificates, the Trustee shall deposit the amounts distributable pursuant
to
clauses (C) and (D) of Section 5.04(a)(3) into the Group I Reserve Fund, and
the
Trustee has been directed by the Class I-CE Certificateholder to distribute
any
amounts then on deposit in the Group I Reserve Fund to the Holders of the Class
I-A Certificates and/or Class I-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 5.04(a)(3). Any amount paid to the Holders
of
Class I-A Certificates and/or Class I-M Certificates from amounts distributable
pursuant to clauses (C) and (D) of Section 5.04(a)(3) pursuant to the preceding
sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be
treated as distributed to the Class I-CE Certificateholder in respect of the
Class I-CE Certificates and paid by the Class I-CE Certificateholder to the
Holders of the Class I-A Certificates and/or Class I-M Certificates. Any
payments to the Holders of the Class I-A Certificates and/or Class I-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) Group
I
Net Swap Payments and Group I Swap Termination Payments (other than Group I
Swap
Termination Payments resulting from a Group I Swap Provider Trigger Event
and
to
the extent not paid by the Swap Administrator on behalf of the Group I
Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement interest rate swap agreement that may be entered
into
by the Group I Supplemental Interest Trust Trustee)
payable
by the Swap Administrator, on behalf of the Group I Supplemental Interest Trust
Trustee, to the Group I Swap Provider pursuant to the Group I Swap Agreement
shall be deducted from Interest Funds with respect to Loan Group I, and to
the
extent of any such remaining amounts due, from Principal Funds with respect
to
Loan Group I, prior to any distributions to the Group I Certificateholders.
On
or before each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Group I Swap Account, first to make any
Group I Net Swap Payment owed to the Group I Swap Provider pursuant to the
Group
I Swap Agreement for such Distribution Date and for prior Distribution Dates,
if
any, and second to make any Group I Swap Termination Payment (not due to a
Group
I Swap Provider Trigger Event and to the extent not paid by the Swap
Administrator on behalf of the Group I Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement interest rate
swap agreement that may be entered into by the Group I Supplemental Interest
Trust Trustee) owed to the Group I Swap Provider pursuant to the Group I Swap
Agreement for such Distribution Date and for prior Distribution Dates, if any.
For federal income tax purposes, such amounts paid to the Group I Supplemental
Interest Trust on each Distribution Date shall first be deemed paid to the
Group
I Supplemental Interest Trust in respect of REMIC VII Regular Interest IO to
the
extent of the amount distributable on such REMIC VII Regular Interest IO on
such
Distribution Date, and any remaining amount shall be deemed paid to the Group
I
Supplemental Interest Trust in respect of a Group I Class IO Distribution
Amount. Any Group I Swap Termination Payment triggered by a Group I Swap
Provider Trigger Event owed to the Group I Swap Provider pursuant to the Group
I
Swap Agreement will be subordinated to distributions to the Holders of the
Class
I-A Certificates and Class I-M Certificates and shall be paid as set forth
under
Section 5.04(a)(3). In addition, the Swap Administrator shall remit to the
Group
I Swap Provider any Group I Swap Optional Termination Payment paid as part
of
the Group I Mortgage Loan Purchase Price and remitted to the Group I
Supplemental Interest Trust pursuant to Section 10.01.
(d) On
or
before each Distribution Date, Group I Net Swap Payments payable by the Group
I
Swap Provider pursuant to the Group I Swap Agreement to the Swap Administrator,
on behalf of the Group I Supplemental Interest Trust Trustee, will be deposited
by the Swap Administrator, acting on behalf of the Group I Supplemental Interest
Trust Trustee, into the Group I 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 Group I Swap Account
to the Trustee for deposit into the Group I Reserve Fund. On each Distribution
Date, to the extent required, the Trustee shall withdraw such amounts from
the
Group I Reserve Fund to distribute to the Class I-A Certificates and Class
I-M
Certificates in the following order of priority:
(i) first,
to each
Class of Class I-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, in each case to the extent not
fully
paid pursuant to Section 5.04(a)(1);
(ii) second,
sequentially to the Class
I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class
I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11
Certificates,
in that
order, to pay Current Interest to the extent not fully paid pursuant to Section
5.04(a)(1) and any Interest Carry Forward Amount to the extent due to the
interest portion of a Realized Loss;
(iii) third,
to pay
first, to each Class of Class I-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 I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9,
Class I-M-10 and Class I-M-11 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 I-A Certificates and Class I-M Certificates to be
applied as part of the Group I Extra Principal Distribution Amount payable
under
Section 5.04(a)(2) to the extent that the Group I Overcollateralization Amount
is reduced below the Group I Overcollateralization Target Amount, as a result
of
Realized Losses and to the extent not paid by Excess Spread relating to Loan
Group I pursuant to Section 5.04(a)(3) for such Distribution Date. For the
avoidance of doubt, any amounts distributable pursuant to this clause (iv)
shall
be limited to rebuilding overcollateralization related to Loan Group I to the
extent overcollateralization has been reduced through Realized Losses related
to
Loan Group I.
(e) The
Group
I 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 Group I Reserve Fund. The Class I-CE Certificateholder shall be
the
beneficial owner of the Group I Reserve Fund, subject to the power of the
Trustee to transfer amounts under Section 5.04. Amounts in the Group I Reserve
Fund shall, at the direction of the Class I-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 I-CE Certificateholder, not as a distribution
in respect of any interest in any REMIC, on such Distribution Date. In
the
absence of written instructions to the Trustee, amounts on deposit in the Group
I Reserve Fund shall remain uninvested. All
amounts earned on amounts on deposit in the Group I Reserve Fund shall be
taxable to the Class I-CE Certificateholder. Any losses on such investments
shall be deposited in the Group I Reserve Fund by the Class I-CE
Certificateholder out of its own funds immediately as realized. The Group I
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 Group I Swap Account
is
identified, and other matters relating to the Group I Swap Account are
addressed, in the Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Group I Certificates (other than the Class
I-P, Class I-CE and Class I-R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class I-CE Certificates.
Pursuant to each such notional principal contract, all Holders of Group I
Certificates (other than the Class I-P, Class I-CE and Class I-R Certificates)
shall be treated as having agreed to pay, on each Distribution Date, to the
Holder of the Class I-CE Certificates an aggregate amount equal to the excess,
if any, of (i) the amount payable on such Distribution Date on the REMIC IV
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 “Group I Class IO Distribution Amount”). A Group I Class IO
Distribution Amount payable from interest collections shall be allocated
pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC IV 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 Group
I
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Group I Certificates with an
outstanding principal balance to the extent of such balance. In addition,
pursuant to such notional principal contract, the Holder of the Class I-CE
Certificates shall be treated as having agreed to pay Basis Risk Shortfall
Carry
Forward Amounts with respect to Loan Group I to the Holders of the Group I
Certificates (other than the Class I-CE, Class I-P and Class I-R Certificates)
in accordance with the terms of this Agreement. Any payments to the Group I
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
Group I Certificates (other than the Class I-CE, Class I-P and Class I-R
Certificates) of a Group I 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 IV and as having been paid by such Holders to the
Swap Administrator pursuant to the notional principal contract. Thus, each
Group
I Certificate (other than the Class I-P Certificates and Class I-R Certificates)
shall be treated as representing not only ownership of a Regular Interest in
REMIC IV, but also ownership of an interest in, and obligations with respect
to,
a notional principal contract.
Section
3.22 Group
II Reserve Fund; Payments to and from Swap Administrator; Group II Supplemental
Interest Trust.
(a) As
of the
Closing Date, the Trustee shall establish and maintain in the name of the Group
II Supplemental Interest Trust, a separate trust for the benefit of the Holders
of the Class II-A Certificates and Class II-M Certificates and the Group II
Swap
Provider. The Group II Supplemental Interest Trust shall hold the Group II
Swap
Agreement, the rights in respect of the Swap Administration Agreement that
relate to Loan Group II and the Group II Swap Account. The Group II 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. In performing its duties hereunder and under the Group II Swap
Agreement and the rights in respect of the Swap Administration Agreement that
relate to Loan Group II, the Group II 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 Group II Reserve Fund
on
behalf of the Holders of the Group II Certificates. On the Closing Date, the
Depositor shall cause an amount equal to the Group II Reserve Fund Deposit
to be
deposited into the Group II Reserve Fund. The Group II Reserve Fund must be
an
Eligible Account. The Group II Reserve Fund shall be entitled “Group II 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
2006-HE6”. The Trustee shall deposit in the Group II Reserve Fund all payments
received from the Swap Administrator that are payable to the Trust Fund with
respect to Loan Group II 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 II-A Certificates and Class II-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 II-A Certificates and/or Class II-M
Certificates, the Trustee shall deposit the amounts distributable pursuant
to
clauses (C) and (D) of Section 5.04(b)(3) into the Group II Reserve Fund, and
the Trustee has been directed by the Class II-CE Certificateholder to distribute
any amounts then on deposit in the Group II Reserve Fund to the Holders of
the
Class II-A Certificates and/or Class II-M Certificates in respect of the Basis
Risk Shortfall Carry Forward Amount for each such Class in the priorities set
forth in clauses (C) and (D) of Section 5.04(b)(3). Any amount paid to the
Holders of Class II-A Certificates and/or Class II-M Certificates from amounts
distributable pursuant to clauses (C) and (D) of Section 5.04(b)(3) pursuant
to
the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
shall be treated as distributed to the Class II-CE Certificateholder in respect
of the Class II-CE Certificates and paid by the Class II-CE Certificateholder
to
the Holders of the Class II-A Certificates and/or Class II-M Certificates.
Any
payments to the Holders of the Class II-A Certificates and/or Class II-M
Certificates in respect of Basis Risk Shortfall Carry Forwards Amount, 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) Group
II
Net Swap Payments and Group II Swap Termination Payments (other than Group
II
Swap Termination Payments resulting from a Group II Swap Provider Trigger Event
and to the extent not paid by the Swap Administrator on behalf of the Group
II
Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement interest rate swap agreement that may be entered
into
by the Group II Supplemental Interest Trust Trustee) payable by the Swap
Administrator, on behalf of the Group II Supplemental Interest Trust Trustee,
to
the Group II Swap Provider pursuant to the Group II Swap Agreement shall be
deducted from Interest Funds with respect to Loan Group II, and to the extent
of
any such remaining amounts due, from Principal Funds with respect to Loan Group
II, prior to any distributions to the Group II Certificateholders. On or before
each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Group II Swap Account, first to make
any
Group II Net Swap Payment owed to the Group II Swap Provider pursuant to the
Group II Swap Agreement for such Distribution Date and for prior Distribution
Dates, if any, and second to make any Group II Swap Termination Payment (not
due
to a Group II Swap Provider Trigger Event and to the extent not paid by the
Swap
Administrator on behalf of the Group II Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement interest rate
swap agreement that may be entered into by the Group II Supplemental Interest
Trust Trustee) owed to the Group II Swap Provider pursuant to the Group II
Swap
Agreement for such Distribution Date and for prior Distribution Dates, if any.
For federal income tax purposes, such amounts paid to the Group II Supplemental
Interest Trust on each Distribution Date shall first be deemed paid to the
Group
II Supplemental Interest Trust in respect of REMIC X Regular Interest IO to
the
extent of the amount distributable on such REMIC X Regular Interest IO on such
Distribution Date, and any remaining amount shall be deemed paid to the Group
II
Supplemental Interest Trust in respect of a Group II Class IO Distribution
Amount. Any Group II Swap Termination Payment triggered by a Group II Swap
Provider Trigger Event owed to the Group II Swap Provider pursuant to the Group
II Swap Agreement will be subordinated to distributions to the Holders of the
Class II-A Certificates and Class II-M Certificates and shall be paid as set
forth under Section 5.04(b)(3). In addition, the Swap Administrator shall remit
to the Group II Swap Provider any Group II Swap Optional Termination Payment
paid as part of the Group II Mortgage Loan Purchase Price and remitted to the
Group II Supplemental Interest Trust pursuant to Section 10.01.
(d) On
or
before each Distribution Date, Group II Net Swap Payments payable by the Group
II Swap Provider pursuant to the Group II Swap Agreement to the Swap
Administrator, on behalf of the Group II Supplemental Interest Trust Trustee,
will be deposited by the Swap Administrator, acting on behalf of the Group
II
Supplemental Interest Trust Trustee, into the Group II 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
Group II Swap Account to the Trustee for deposit into the Group II Reserve
Fund.
On each Distribution Date, to the extent required, the Trustee shall withdraw
such amounts from the Group II Reserve Fund to distribute to the Class II-A
Certificates and Class II-M Certificates in the following order of
priority:
(i) first,
to each
Class of Class II-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, in each case to the extent not
fully
paid pursuant to Section 5.04(b)(1);
(ii) second,
sequentially to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class
II-M-10 and Class II-M-11 Certificates, in that order, to pay Current Interest
to the extent not fully paid pursuant to Section 5.04(b)(1) and any Interest
Carry Forward Amount to the extent due to the interest portion of a Realized
Loss;
(iii) third,
to pay
first, to each Class of Class II-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 II-M-1, Class II-M-2, Class II-M-3,
Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class
II-M-9, Class II-M-10 and Class II-M-11 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 II-A Certificates and Class II-M Certificates to
be
applied as part of the Group II Extra Principal Distribution Amount payable
under Section 5.04(b)(2) to the extent that the Group II Overcollateralization
Amount is reduced below the Group II Overcollateralization Target Amount, as
a
result of Realized Losses and to the extent not paid by Excess Spread relating
to Loan Group II pursuant to Section 5.04(b)(3) for such Distribution Date.
For
the avoidance of doubt, any amounts distributable pursuant to this clause (iv)
shall be limited to rebuilding overcollateralization related to Loan Group
II to
the extent overcollateralization has been reduced through Realized Losses
related to Loan Group II.
(e) The
Group
II 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 Group II Reserve Fund. The Class II-CE Certificateholder shall
be
the beneficial owner of the Group II Reserve Fund, subject to the power of
the
Trustee to transfer amounts under Section 5.04. Amounts in the Group II Reserve
Fund shall, at the direction of the Class II-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 II-CE Certificateholder, not as a distribution
in respect of any interest in any REMIC, on such Distribution Date. In
the
absence of written instructions to the Trustee, amounts on deposit in the Group
II Reserve Fund shall remain uninvested. All
amounts earned on amounts on deposit in the Group II Reserve Fund shall be
taxable to the Class II-CE Certificateholder. All amounts earned on amounts
on
deposit in the Group II Reserve Fund shall be taxable to the Class II-CE
Certificateholder. Any losses on such investments shall be deposited in the
Group II Reserve Fund by the Class II-CE Certificateholder out of its own funds
immediately as realized. The Group II 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 Group II Swap Account is identified,
and
other matters relating to the Group II Swap Account are addressed, in the Swap
Administration Agreement.
(f) The
Trustee shall treat the Holders of Group II Certificates (other than the Class
II-P, Class II-CE and Class II-R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class II-CE Certificates.
Pursuant to each such notional principal contract, all Holders of Group II
Certificates (other than the Class II-P, Class II-CE and Class II-R
Certificates) shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class II-CE Certificates an aggregate amount equal
to
the excess, if any, of (i) the amount payable on such Distribution Date on
the
REMIC IV 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 “Group II Class IO Distribution Amount”). A Group II Class IO
Distribution Amount payable from interest collections shall be allocated
pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC IV 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 Group
II Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Group II Certificates with an
outstanding principal balance to the extent of such balance. In addition,
pursuant to such notional principal contract, the Holder of the Class II-CE
Certificates shall be treated as having agreed to pay Basis Risk Shortfall
Carry
Forward Amounts with respect to Loan Group II to the Holders of the Group II
Certificates (other than the Class II-CE, Class II-P and Class II-R
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Group II 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 Group II Certificates (other than the Class II-CE, Class II-P
and Class II-R Certificates) of a Group II 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 IV and as having been paid
by such Holders to the Swap Administrator pursuant to the notional principal
contract. Thus, each Group II Certificate (other than the Class II-P
Certificates and Class II-R Certificates) shall be treated as representing
not
only ownership of a Regular Interest in REMIC IV, but also ownership of an
interest in, and obligations with respect to, a notional principal
contract.
Section
3.23 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 IV 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 holder of the related
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 Holder of the related 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 3.21(c) hereof
with
respect to Loan Group I and Section 3.22(c) hereof with respect to Loan Group
II.
Section
3.24 Advancing
Facility.
(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
with the consent of the Master Servicer in the case of 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 Master Servicer’s obligation to fund such Advances and/or
Servicing Advances. If the Master Servicer enters into such an Advancing
Facility pursuant to this Section 3.24, 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 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 3.24(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 Master Servicer, and include
the
Master Servicer’s acknowledgment thereto or proof of an Event of 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 3.24. 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 Master
Servicer or a subservicer pursuant to Section 8.02 hereof and will not be deemed
to be a subservicer under this Agreement.
(b) If
an
Advancing Facility is entered into, then the Master Servicer shall not be
permitted to reimburse itself therefor under Section 4.02(a)(ii), Section
4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 4.02. 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 Master
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii)
or Section 4.02(a)(v), as the case may be, had the Master Servicer 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 3.24 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 3.24, including amendments to add provisions
relating to a Successor Master Servicer, may be entered into by the Trustee
and
the Master Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
ACCOUNTS
Section
4.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Master Servicer 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
Master Servicer 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 Master Servicer
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 5.01. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In addition, if (x) a Mortgage Loan is in default
or default is reasonably foreseeable or (y) the Master Servicer delivers 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 a 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, REMIC VI, REMIC VII,
REMIC VIII, REMIC IX or REMIC X, the Master Servicer may, (A) amend the related
Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that
such
reduced Mortgage Rate shall in no event be lower than 5.00% with respect to
any
Mortgage Loan and (B) amend any Mortgage Note to extend the maturity
thereof.
With
respect to Mortgage Loans affected by Hurricane Xxxxxxx, if the Mortgaged
Property is located in public and individual assistance counties as designated
by FEMA (as set forth on its website xxx.xxxx.xxx), EMC ceased charging late
fees and credit reporting activity for selected mortgagors in certain counties
from the date of such designation until May 1, 2006, and has decided if
reasonably prudent, to extend such period as long as necessary. In addition,
EMC
suspended foreclosure and bankruptcy activity relating to such Mortgage Loans
from the date of such designation until May 1, 2006, and has decided if
reasonably prudent, to extend such period as long as necessary.
The
Master Servicer 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 Master Servicer, 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 Master Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the related Class P Certificates, by remitting such
amount to the Trustee by the Distribution Account Deposit Date with respect
to
such Loan Group.
(b) The
Master Servicer 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 Master Servicer for the benefit of the Trustee on behalf of the
Certificateholders and designated “EMC Mortgage Corporation, as Master Servicer,
for the benefit of LaSalle Bank National Association, in trust for registered
Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-HE6”. The Master Servicer 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:
(i) with
respect to each Loan Group, all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans;
(ii) with
respect to each Loan Group, all payments on account of interest on the Mortgage
Loans net of the Servicing Fee permitted under Section 3.10 and LPMI Fees,
if
any;
(iii) with
respect to each Loan Group, 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 Master Servicer’s normal servicing procedures;
(iv) with
respect to each Loan Group, any amount required to be deposited by the Master
Servicer pursuant to Section 4.01(c) in connection with any losses on Permitted
Investments;
(v) with
respect to each Loan Group, any amounts required to be deposited by the Master
Servicer pursuant to Section 3.05;
(vi) with
respect to each Loan Group, any Prepayment Charges collected on the Mortgage
Loans; and
(vii) with
respect to each Loan Group, any other amounts required to be deposited
hereunder.
The
foregoing requirements for remittance by the Master Servicer 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 Master
Servicer. In the event that the Master Servicer shall remit any amount with
respect to a Loan Group not required to be remitted and not otherwise subject
to
withdrawal pursuant to Section 4.02, it may at any time withdraw or direct
the
institution maintaining the Protected Account, to withdraw such amount from
the
Protected Account with respect to such Loan Group, 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 Master Servicer 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 related Certificateholders until
withdrawn in accordance with Section 4.02.
(c) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Master Servicer, 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 Master Servicer 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 Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(d) The
Master Servicer shall give at least 30 days advance notice to the Trustee,
the
Sellers, each Rating Agency and the Depositor of any proposed change of location
of the Protected Account prior to any change thereof.
Section
4.02 Permitted
Withdrawals From the Protected Account.
(a) The
Master Servicer may from time to time make withdrawals from the Protected
Account with respect to the related Loan Group for the following
purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Master
Servicer), 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;
(ii) to
reimburse the Master Servicer for Advances made by it with respect to the
related Mortgage Loans; provided, however, that the Master Servicer’s right of
reimbursement pursuant to this subclause (ii) shall be limited 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;
(iii) to
reimburse the Master Servicer for any previously made portion of a Servicing
Advance or an Advance made by the Master Servicer that, in the good faith
judgment of the Master Servicer, will not be ultimately recoverable by it from
the related Mortgagor, any related Liquidation Proceeds, Insurance Proceeds
or
otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to
clause (ii) or clause (v);
(iv) to
reimburse the Master Servicer from Insurance Proceeds for Insured Expenses
covered by the related Insurance Policy;
(v) to
pay
the Master Servicer any unpaid Servicing Fees and to reimburse it for any
unreimbursed Servicing Advances, provided, however, that the Master Servicer’s
right to reimbursement for Servicing Advances pursuant to this subclause (v)
with respect to any Mortgage Loan shall be limited to amounts received on
particular Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
Insurance Proceeds, Subsequent Recoveries and purchase and repurchase proceeds)
that represent late recoveries of the payments for which such Servicing Advances
were made;
(vi) to
pay to
the Seller, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.19 of this
Agreement, all amounts received thereon and not taken into account in
determining the related Stated Principal Balance of such repurchased Mortgage
Loan;
(vii) to
pay
any expenses recoverable by the Master Servicer pursuant to Section 7.04 of
this
Agreement;
(viii) to
withdraw pursuant to Section 4.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(ix) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 10.01 hereof.
In
addition, no later than 10:00 a.m. Eastern time on the Distribution Account
Deposit Date, the Master Servicer shall withdraw from the Protected Account
and
remit to the Trustee 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 Trustee shall
deposit such amount in the Distribution Account. In addition, on or before
the
Distribution Account Deposit Date, the Master Servicer shall remit to the
Trustee for deposit in the Distribution Account any Advances or any payments
of
Compensating Interest required to be made by the Master Servicer with respect
to
the Mortgage Loans. Furthermore, on each Distribution Account Deposit Date,
the
Master Servicer shall remit to the Trustee all Prepayment Charges collected
by
the Master Servicer with respect to the Mortgage Loans during the related
Prepayment Period.
The
Master Servicer 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 Master Servicer 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 Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loan(s), and their respective
portions of such Nonrecoverable Advance.
Section
4.03 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 Master Servicer 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 Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Master Servicer 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 Master Servicer
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 10.01 thereof. The Escrow Account shall not be a part
of
the Trust Fund.
Section
4.04 Distribution
Account.
(a) 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.
(b) 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.
(c) 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
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will make or cause to be made such withdrawals or transfers from the
Distribution Account for the following purposes:
(i) to
pay to
itself the Trustee Fee;
(ii) to
reimburse the Trustee, Supplemental Interest Trust Trustees or the Swap
Administrator for expenses, costs and liabilities incurred by or reimbursable
to
it pursuant to this Agreement;
(iii) to
pay
investment income to the Trustee;
(iv) to
remove
amounts deposited in error;
(v) with
respect to each Loan Group, to make distributions to the Swap Administrator
for
payment to the related Swap Provider as provided in this Agreement;
and
(vi) to
clear
and terminate the Distribution Account pursuant to Section 10.01.
(b) On
each
Distribution Date, the Trustee shall distribute Interest Funds with respect
to
each Loan Group and Principal Funds with respect to each Loan Group in the
Distribution Account to the Holders of the Certificates in accordance with
Section 5.04.
Section
4.06 Class
I-P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class I-P Certificateholders, the Class I-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
I-P Certificate Account, an amount equal to $100. All amounts deposited to
the
Class I-P Certificate Account shall be held by the Trustee in the name of the
Trustee in trust for the benefit of the Class I-P Certificateholders in
accordance with the terms and provisions of this Agreement. The amount on
deposit in the Class I-P Certificate Account shall be held
uninvested.
Section
4.07 Class
II-P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class II-P Certificateholders, the Class II-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
II-P Certificate Account, an amount equal to $100. All amounts deposited to
the
Class II-P Certificate Account shall be held by the Trustee in the name of
the
Trustee in trust for the benefit of the Class II-P Certificateholders in
accordance with the terms and provisions of this Agreement. The amount on
deposit in the Class II-P Certificate Account shall be held
uninvested.
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01 Advances.
The
Master Servicer shall, or shall cause the related subservicer pursuant to the
Subservicing Agreement to, make an Advance (other than any balloon payments)
and
deposit such Advance in the Protected Account with respect to the related Loan
Group. Each such Advance shall be remitted to the Distribution Account with
respect to the related Loan Group no later than 10:00 a.m. Eastern time on
the
Distribution Account Deposit Date in immediately available funds. The Master
Servicer shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If the Master Servicer
shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Master Servicer shall deliver (i) to the Trustee for the benefit
of
the related Certificateholders funds constituting the remaining portion of
such
Advance, if applicable, and (ii) to the Depositor, each Rating Agency and the
Trustee an Officer’s Certificate setting forth the basis for such determination.
Subject to the Master Servicer’s recoverability determination, in the event that
a subservicer fails to make a required Advance, the Master Servicer shall be
required to remit the amount of such Advance to the Distribution Account with
respect to the related Loan Group.
In
lieu
of making all or a portion of such Advance from its own funds, the Master
Servicer may (i) cause to be made an appropriate entry in its records relating
to the Protected Account that any Amount Held for Future Distributions with
respect to the related Loan Group has been used by the Master Servicer in
discharge of its obligation to make any such Advance and (ii) transfer such
funds from the Protected Account with respect to the related Loan Group to
the
Distribution Account. Any funds so applied and transferred shall be replaced
by
the Master Servicer by deposit in the Distribution Account with respect to
the
related Loan Group, no later than the close of business on the Business Day
immediately preceding the Distribution Date on which such funds are required
to
be distributed pursuant to this Agreement.
The
Master Servicer shall be entitled to be reimbursed from the Protected Account
with respect to the related Loan Group for all Advances of its own funds made
pursuant to this Section as provided in Section 4.02. 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 5.01.
Subject
to and in accordance with the provisions of Article VIII hereof, in the event
the Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, shall be obligated to make such Advance, subject to the
provisions of this Section 5.01.
Section
5.02 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 Master Servicer shall, to the extent of the Servicing Fee
for
such Distribution Date, deposit into the Distribution Account with respect
to
the related Loan Group, as a reduction of the Servicing Fee for such
Distribution Date, no later than the close of business on the Business Day
immediately preceding such Distribution Date, an amount equal to such Prepayment
Interest Shortfall; and in case of such deposit, the Master Servicer shall
not
be entitled to any recovery or reimbursement from the Depositor, the Trustee,
the Seller, the Trust Fund or the related Certificateholders.
Section
5.03 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, REMIC III Regular
Interests and REMIC IV Regular Interests in accordance with Section 5.07
hereof.
Section
5.04 Distributions.
(a) Subject
to Section 3.21(c), on
each
Distribution Date, an amount equal to the Interest Funds and Principal Funds
for
Loan Group I 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 in respect of Loan Group I shall be distributed in the following manner
and order of priority:
| (i) |
To
the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, the Current
Interest and any Interest Carry Forward Amount for each such Class,
on a
pro
rata
basis, based on the entitlement of each such Class;
and
|
| (ii) |
From
remaining Interest Funds in respect of Loan Group I, sequentially
to the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5,
Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class
I-M-11 Certificates, in that order, the Current Interest for such
Class.
|
Any
Excess Spread with respect to Loan Group I to the extent necessary to meet
a
level of overcollateralization equal to the Group I Overcollateralization Target
Amount shall be the Group I Extra Principal Distribution Amount and will be
included as part of the related Principal Distribution Amount. Any related
Remaining Excess Spread together with any Group I Overcollateralization Release
Amount shall be applied as Excess Cashflow with respect to Loan Group I and
distributed pursuant to clauses (a)(3)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls allocated to the Group I Certificates to the extent not
covered by Compensating Interest will be allocated as set forth in the
definition of “Current Interest” herein.
(2) Principal
Funds with respect to Loan Group I shall be distributed in the following manner
and order of priority:
(A) For
each
Distribution Date (i) prior to the Group I Stepdown Date or (ii) on which a
Group I Trigger Event is in effect:
| (i) |
From
the Principal Distribution Amount with respect to Loan Group I for
such
Distribution Date, sequentially, to the Class I-A-1, Class I-A-2
and Class
I-A-3 Certificates, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero;
and
|
| (ii) |
To
the Class I-M-1 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to zero;
|
| (iii) |
To
the Class I-M-2 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (iv) |
To
the Class I-M-3 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (v) |
To
the Class I-M-4 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (vi) |
To
the Class I-M-5 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (vii) |
To
the Class I-M-6 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to zero;
|
| (viii) |
To
the Class I-M-7 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to zero;
|
| (ix) |
To
the Class I-M-8 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (x) |
To
the Class I-M-9 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (xi) |
To
the Class I-M-10 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to zero;
and
|
| (xii) |
To
the Class I-M-11 Certificates, from any remaining Principal Funds
in
respect of Loan Group I for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group I, until
the
Certificate Principal Balance thereof is reduced to
zero.
|
(B) For
each
Distribution Date on or after the Group I Stepdown Date, so long as a Group
I
Trigger Event is not in effect:
| (i) |
To
the Class I-A Certificates, the Class I-A Principal Distribution
Amount
for such Distribution Date, sequentially to the Class I-A-1, Class
I-A-2
and Class I-A-3 Certificates, in that order, in each case until the
Certificate Principal Balance thereof is reduced to
zero:
|
| (ii) |
To
the Class I-M-1 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-1 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (iii) |
To
the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-2 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (iv) |
To
the Class I-M-3 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-3 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (v) |
To
the Class I-M-4 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-4 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (vi) |
To
the Class I-M-5 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-5 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (vii) |
To
the Class I-M-6 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-6 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (viii) |
To
the Class I-M-7 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-7 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (ix) |
To
the Class I-M-8 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-8 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (x) |
To
the Class I-M-9 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-9 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (xi) |
To
the Class I-M-10 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-10 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
and
|
| (xii) |
To
the Class I-M-11 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group I for such Distribution Date, the
Class
I-M-11 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero.
|
(3) Any
Excess Cashflow with respect to Loan Group I shall be distributed in the
following manner and order of priority:
(A) Excess
Cashflow with respect to Loan Group I, to the Class I-A Certificates, (a) first,
any remaining Interest Carry Forward Amount for such Classes, pro
rata,
in
accordance with the Interest Carry Forward Amount due with respect to each
such
Class,
to the
extent not fully paid pursuant to clause (a)(1) above
and
Section 3.21(d) and (b) second, any Unpaid Realized Loss Amount for such Classes
for such Distribution Date, pro
rata,
in
accordance with the Applied Realized Loss Amount allocated to each such
Class;
(B) from
any
remaining Excess Cashflow with respect to Loan Group I, sequentially, to the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6,
Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11
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 3.21(d);
(C) from
any
remaining Excess Cashflow with respect to Loan Group I otherwise distributable
to the Class I-CE Interest and the Class I-CE Certificates, to the Group I
Reserve Fund, (i) first, to pay to the Classes of Class I-A Certificates, any
Basis Risk Shortfall Carry Forward Amount for such Classes 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 and to the extent not paid pursuant to Section 3.21(d) and to the
extent such amount exceeds the amounts then on deposit in the Group I Reserve
Fund, and (ii) second, to maintain a balance in the Group I Reserve Fund equal
to the Group I Reserve Fund Deposit;
(D) from
any
remaining Excess Cashflow with respect to Loan Group I otherwise distributable
to the Class I-CE Interest and the Class I-CE Certificates, to the Group I
Reserve Fund, (i) first, to pay to the Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-M-6, Class I-M-7, Class I-M-8, Class I-M-9,
Class I-M-10 and Class I-M-11 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 3.21(d) and to the extent such amount exceeds the amounts then on
deposit in the Group I Reserve Fund, and (ii) second, to maintain a balance
in
the Group I Reserve Fund equal to the Group I Reserve Fund Deposit;
(E) from
any
remaining Excess Cashflow with respect to Loan Group I, to the Class I-A
Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6, Class
I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11 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 with respect to Loan Group I, to the Swap
Administrator for payment to the Group I Swap Provider, any Group I Swap
Termination Payments due to a Group I Swap Provider Trigger Event owed by the
Trust Fund with respect to Loan Group I (to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the Group
I
Supplemental Interest Trust Trustee);
(G) from
any
remaining Excess Cashflow with respect to Loan Group I, to the Class I-CE
Interest and Class I-CE Certificates, an amount equal to the Class I-CE
Distribution Amount reduced by amounts distributed in clauses (C) and (D) above;
and
(H) from
any
remaining Excess Cashflow with respect to Loan Group I, to each of the Class
I-R-1, Class I-R-2, Class I-R-3 and Class I-RX Certificates, based on the
related REMIC in which such amounts remain.
On
each
Distribution Date, all amounts with respect to Prepayment Charges with respect
to Loan Group I shall be distributed to the Holders of the Class I-P Interest
and the Class I-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 with respect
to
Loan Group I as identified on the Mortgage Loan Schedule, any amount on deposit
in the Class I-P Certificate Account will be distributed to the Holders of
the
Class I-P Interest and the Class I-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
I-A Certificates or Class I-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 Group
I
Class IO Distribution Amount is payable from principal collections, Principal
Distribution Amounts related to Loan Group I will be deemed paid to the most
subordinate Class of Group I Regular Certificates (other than the Class I-P
Certificates), until the Certificate Principal Balance thereof has been reduced
to zero, and such amount will be paid pursuant to Section 3.21(f).
(b) Subject
to Section 3.22(c), on each Distribution Date, an amount equal to the Interest
Funds and Principal Funds for Loan Group II 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 in respect of Loan Group II shall be distributed in the following manner
and order of priority:
| (i) |
To
the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, the
Current
Interest and any Interest Carry Forward Amount for each such Class,
on a
pro
rata
basis, based on the entitlement of each such Class;
and
|
| (ii) |
From
remaining Interest Funds in respect of Loan Group II, sequentially
to the
Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5,
Class II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class
II-M-10 and Class II-M-11 Certificates, in that order, the Current
Interest for such Class.
|
Any
Excess Spread with respect to Loan Group II to the extent necessary to meet
a
level of overcollateralization equal to the Group II Overcollateralization
Target Amount shall be the Group II Extra Principal Distribution Amount and
shall be included as part of the related Principal Distribution Amount. Any
related Remaining Excess Spread together with any Group II Overcollateralization
Release Amount will be applied as Excess Cashflow with respect to Loan Group
II
and distributed pursuant to clauses (b)(3)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls allocated to the Group II Certificates to the extent not
covered by Compensating Interest will be allocated as set forth in the
definition of “Current Interest” herein.
(2) Principal
Funds with respect to Loan Group II shall be distributed in the following manner
and order of priority:
(A) For
each
Distribution Date (i) prior to the Group II Stepdown Date or (ii) on which
a
Group II Trigger Event is in effect:
| (i) |
From
the Principal Distribution Amount with respect to Loan Group II for
such
Distribution Date, sequentially, to the Class II-A-1, Class II-A-2
and
Class II-A-3 Certificates, in that order, in each case until the
Certificate Principal Balance thereof is reduced to zero;
and
|
| (ii) |
To
the Class II-M-1 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (iii) |
To
the Class II-M-2 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (iv) |
To
the Class II-M-3 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (v) |
To
the Class II-M-4 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (vi) |
To
the Class II-M-5 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (vii) |
To
the Class II-M-6 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to zero;
|
| (viii) |
To
the Class II-M-7 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to zero;
|
| (ix) |
To
the Class II-M-8 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (x) |
To
the Class II-M-9 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (xi) |
To
the Class II-M-10 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to zero;
and
|
| (xii) |
To
the Class II-M-11 Certificates, from any remaining Principal Funds
in
respect of Loan Group II for such Distribution Date, the remaining
Principal Distribution Amount with respect to Loan Group II, until
the
Certificate Principal Balance thereof is reduced to
zero.
|
(B) For
each
Distribution Date on or after the Group II Stepdown Date, so long as a Group
II
Trigger Event is not in effect:
| (i) |
To
the Class II-A Certificates, the Class II-A Principal Distribution
Amount
for such Distribution Date, sequentially to the Class II-A-1, Class
II-A-2
and Class II-A-3 Certificates, in that order, in each case until
the
Certificate Principal Balance thereof is reduced to
zero;
|
| (ii) |
To
the Class II-M-1 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-1 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (iii) |
To
the Class II-M-2 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-2 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (iv) |
To
the Class II-M-3 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-3 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (v) |
To
the Class II-M-4 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-4 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (vi) |
To
the Class II-M-5 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-5 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (vii) |
To
the Class II-M-6 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-6 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (viii) |
To
the Class II-M-7 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-7 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (ix) |
To
the Class II-M-8 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-8 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (x) |
To
the Class II-M-9 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-9 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (xi) |
To
the Class II-M-10 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-10 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
and
|
| (xii) |
To
the Class II-M-11 Certificates, from any remaining Principal Distribution
Amount in respect of Loan Group II for such Distribution Date, the
Class
II-M-11 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero.
|
(3) Any
Excess Cashflow with respect to Loan Group II shall be distributed in the
following manner and order of priority:
(A) Excess
Cashflow with respect to Loan Group II, to the Class II-A Certificates, (a)
first, any remaining Interest Carry Forward Amount for such Classes,
pro
rata,
in
accordance with the Interest Carry Forward Amount due with respect to each
such
Class, to the extent not fully paid pursuant to clause (b)(1) above and Section
3.22(d) and (b) second, any Unpaid Realized Loss Amount for such Classes for
such Distribution Date, pro
rata,
in
accordance with the Applied Realized Loss Amount allocated to each such
Class;
(B) from
any
remaining Excess Cashflow with respect to Loan Group II, sequentially, to the
Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class
II-M-11 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 3.22(d);
(C) from
any
remaining Excess Cashflow with respect to Loan Group II otherwise distributable
to the Class II-CE Interest and the Class II-CE Certificates, to the Group
II
Reserve Fund, (i) first, to pay to the Classes of Class II-A Certificates,
any
Basis Risk Shortfall Carry Forward Amount for such Classes 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 and to the extent not paid pursuant to Section 3.22(d) and to the
extent such amount exceeds the amounts then on deposit in the Group II Reserve
Fund, and (ii) second, to maintain a balance in the Group II Reserve Fund equal
to the Group II Reserve Fund Deposit;
(D) from
any
remaining Excess Cashflow with respect to Loan Group II otherwise distributable
to the Class II-CE Interest and the Class II-CE Certificates, to the Group
II
Reserve Fund, (i) first, to pay to the Class II-M-1, Class II-M-2, Class II-M-3,
Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class
II-M-9, Class II-M-10 and Class II-M-11 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 3.22(d) and to the extent such amount exceeds the amounts then on
deposit in the Group II Reserve Fund, and (ii) second, to maintain a balance
in
the Group II Reserve Fund equal to the Group II Reserve Fund
Deposit;
(E) from
any
remaining Excess Cashflow with respect to Loan Group II, to the Class II-A
Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class II-M-11
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 with respect to Loan Group II, to the Swap
Administrator for payment to the Group II Swap Provider, any Group II Swap
Termination Payments due to a Group II Swap Provider Trigger Event owed by
the
Trust Fund with respect to Loan Group II (to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the Group
II Supplemental Interest Trust Trustee);
(G) from
any
remaining Excess Cashflow with respect to Loan Group II, to the Class II-CE
Interest and Class II-CE Certificates, an amount equal to the Class II-CE
Distribution Amount reduced by amounts distributed in clauses (C) and (D) above;
and
(H) from
any
remaining Excess Cashflow with respect to Loan Group II, to each of the Class
II-R-1, Class I-R-2, Class I-R-3 and Class II-RX Certificates, based on the
related REMIC in which such amounts remain.
On
each
Distribution Date, all amounts with respect to Prepayment Charges with respect
to Loan Group II shall be distributed to the Holders of the Class II-P Interest
and the Class II-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 with
respect to Loan Group II as identified on the Mortgage Loan Schedule, any amount
on deposit in the Class II-P Certificate Account will be distributed to the
Holders of the Class II-P Interest and the Class II-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
II-A Certificates or Class II-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 (b)(2), to the extent a Group
II
Class IO Distribution Amount is payable from principal collections, Principal
Distribution Amounts related to Loan Group II will be deemed paid to the most
subordinate Class of Group II Regular Certificates (other than the Class II-P
Certificates), until the Certificate Principal Balance thereof has been reduced
to zero, and such amount will be paid pursuant to Section 3.22(f).
(c) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Master Servicer shall deposit such funds into the Protected
Account pursuant to Section 4.01(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
5.05; 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 5.05, and so on. Holders of such Certificates will not be entitled
to
any payment in respect of Current Interest on the amount of such increases
for
any Interest Accrual Period preceding the Distribution Date on which such
increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Certificate of such Class in accordance with its
respective Percentage Interest.
(d) Subject
to Section 10.02 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 10.02 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.
(e) 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
5.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Group I Mortgage Loans allocated to any REMIC III Group
I
Regular Interest pursuant to Section 5.05(c) shall be allocated by the Trustee
on each Distribution Date as follows: first, to Excess Spread with respect
to
Loan Group I as part of the payment in respect of the Group I Extra Principal
Distribution Amount for such Distribution Date; second, to the Class I-CE
Interest and Class I-CE Certificates, until the Certificate Principal Balance
or
Uncertificated Principal Balance thereof, as applicable, has been reduced to
zero; third, to the Class I-M-11 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class I-M-10
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class I-M-9 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class I-M-8
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class I-M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; eighth, to the Class I-M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; ninth, to the Class I-M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; tenth, to the Class I-M-4
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class I-M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the Class I-M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; thirteenth, to the Class I-M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and fourteenth, to the
Class
or Classes of Class I-A Certificates, on a pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses on the Group II Mortgage Loans allocated to any REMIC III Group
II Regular Interest pursuant to Section 5.05(d) shall be allocated by the
Trustee on each Distribution Date as follows: first, to Excess Spread with
respect to Loan Group II as part of the payment in respect of the Group II
Extra
Principal Distribution Amount for such Distribution Date; second, to the Class
II-CE Interest and Class II-CE Certificates, until the Certificate Principal
Balance or Uncertificated Principal Balance thereof, as applicable, has been
reduced to zero; third, to the Class II-M-11 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fourth, to the Class II-M-10
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class II-M-9 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class II-M-8
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class II-M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; eighth, to the Class II-M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; ninth, to the Class II-M-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class II-M-4
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class II-M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the Class II-M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; thirteenth, to the Class II-M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and fourteenth, to the
Class
or Classes of Class II-A Certificates, on a pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or 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 related Class CE
Interest and the related Class CE Certificates pursuant to clause (G) of Section
5.04(a)(3) and clause (G) of 5.04(b)(3), as applicable. No allocations of any
Realized Losses shall be made to the Certificate Principal Balance or
Uncertificated Principal Balance, as applicable, of the Class P Interests 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 related Certificates as of such Distribution Date (other
than
the related Class CE Certificates and related 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 related 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) All
Realized Losses on the Group I Mortgage 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 Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated pro
rata
between
such REMIC I Regular Interests. All Realized Losses on the Group I Mortgage
Loans shall be allocated by the Trustee on each Distribution Date to the
following REMIC III Group I Regular Interests in the specified percentages,
as
follows: first, to Uncertificated Accrued Interest payable to REMIC III Regular
Interest I-AA and REMIC III Regular Interest I-ZZ up to an aggregate amount
equal to the REMIC III Group I Interest Loss Allocation Amount (without
duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%,
respectively; second, to the Uncertificated Principal Balances of REMIC III
Regular Interest I-AA and REMIC III Regular Interest I-ZZ up to an aggregate
amount equal to the REMIC III Group I Principal Loss Allocation Amount, 98.00%
and 2.00%, respectively; third, to the Uncertificated Principal Balances of
REMIC III Regular Interest I-AA, REMIC III Regular Interest I-M-11 and REMIC
III
Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest I-M-11 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
III
Regular Interest I-AA, REMIC III Regular Interest I-M-10 and REMIC III Regular
Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC III Regular Interest I-M-10 has been reduced to
zero;
fifth, to the Uncertificated Principal Balances of REMIC III Regular Interest
I-AA, REMIC III Regular Interest I-M-9 and REMIC III Regular Interest I-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest I-M-9 has been reduced to zero; sixth,
to
the Uncertificated Principal Balances of REMIC III Regular Interest I-AA, REMIC
III Regular Interest I-M-8 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00%
and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
III
Regular Interest I-M-8 has been reduced to zero; seventh, to the Uncertificated
Principal Balances of REMIC III Regular Interest I-AA, REMIC III Regular
Interest I-M-7 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest I-M-7 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC III Regular Interest I-AA, REMIC III Regular Interest I-M-6
and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC III Regular Interest I-M-6
has been reduced to zero; ninth, to the Uncertificated Principal Balances of
REMIC III Regular Interest I-AA, REMIC III Regular Interest I-M-5 and REMIC
III
Regular Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest I-M-5 has been
reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC III
Regular Interest I-AA, REMIC III Regular Interest I-M-4 and REMIC III Regular
Interest I-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC III Regular Interest I-M-4 has been reduced to zero;
eleventh, to the Uncertificated Principal Balances of REMIC III Regular Interest
I-AA, REMIC III Regular Interest I-M-3 and REMIC III Regular Interest I-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest I-M-3 has been reduced to zero; twelfth,
to the Uncertificated Principal Balances of REMIC III Regular Interest I-AA,
REMIC III Regular Interest I-M-2 and REMIC III Regular Interest I-ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
REMIC III Regular Interest I-M-2 has been reduced to zero; thirteenth, to the
Uncertificated Principal Balances of REMIC III Regular Interest I-AA, REMIC
III
Regular Interest I-M-1 and REMIC III Regular Interest I-ZZ, 98.00%, 1.00% and
1.00%, respectively, until the Uncertificated Principal Balance of REMIC III
Regular Interest I-M-1 has been reduced to zero; and fourteenth, to the
Uncertificated Principal Balance of REMIC III Regular Interest I-AA, 98.00%,
to
the Uncertificated Principal Balances of REMIC III Regular Interests I-A-1,
I-A-2 and I-A-3, 1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC III Regular Interests
I-A-1, I-A-2 and I-A-3 have been reduced to zero.
(d) All
Realized Losses on the Group II Mortgage Loans shall be allocated on each
Distribution Date to REMIC II Regular Interest II-1-A through REMIC II Regular
Interest II-60-B, starting with the lowest numerical denomination, until the
Uncertificated Principal Balance of each such REMIC II Regular Interest has
been
reduced to zero; provided that, for REMIC II Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated pro
rata
between
such REMIC II Regular Interests. All Realized Losses on the Group II Mortgage
Loans shall be allocated by the Trustee on each Distribution Date to the
following REMIC III Group II Regular Interests in the specified percentages,
as
follows: first, to Uncertificated Accrued Interest payable to REMIC III Regular
Interest II-AA and REMIC III Regular Interest II-ZZ up to an aggregate amount
equal to the REMIC III Group II Interest Loss Allocation Amount (without
duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%,
respectively; second, to the Uncertificated Principal Balances of REMIC III
Regular Interest II-AA and REMIC III Regular Interest II-ZZ up to an aggregate
amount equal to the REMIC III Group II Principal Loss Allocation Amount, 98.00%
and 2.00%, respectively; third, to the Uncertificated Principal Balances of
REMIC III Regular Interest II-AA, REMIC III Regular Interest II-M-11 and REMIC
III Regular Interest II-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest II-M-11 has been reduced to zero; fourth,
to the Uncertificated Principal Balances of REMIC III Regular Interest II-AA,
REMIC III Regular Interest II-M-10 and REMIC III Regular Interest II-ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
REMIC III Regular Interest II-M-10 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC III Regular Interest II-AA, REMIC
III
Regular Interest II-M-9 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00%
and
1.00%, respectively, until the Uncertificated Principal Balance of REMIC III
Regular Interest II-M-9 has been reduced to zero; sixth, to the Uncertificated
Principal Balances of REMIC III Regular Interest II-AA, REMIC III Regular
Interest II-M-8 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest II-M-8 has been reduced to zero; seventh, to the Uncertificated
Principal Balances of REMIC III Regular Interest II-AA, REMIC III Regular
Interest II-M-7 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest II-M-7 has been reduced to zero; eighth, to the Uncertificated
Principal Balances of REMIC III Regular Interest II-AA, REMIC III Regular
Interest II-M-6 and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC III Regular
Interest II-M-6 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC III Regular Interest II-AA, REMIC III Regular Interest II-M-5
and REMIC III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC III Regular Interest II-M-5
has been reduced to zero; tenth, to the Uncertificated Principal Balances of
REMIC III Regular Interest II-AA, REMIC III Regular Interest II-M-4 and REMIC
III Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC III Regular Interest II-M-4 has been
reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC
III
Regular Interest II-AA, REMIC III Regular Interest II-M-3 and REMIC III Regular
Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC III Regular Interest II-M-3 has been reduced to
zero;
twelfth, to the Uncertificated Principal Balances of REMIC III Regular Interest
II-AA, REMIC III Regular Interest II-M-2 and REMIC III Regular Interest II-ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest II-M-2 has been reduced to zero;
thirteenth, to the Uncertificated Principal Balances of REMIC III Regular
Interest II-AA, REMIC III Regular Interest II-M-1 and REMIC III Regular Interest
II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC III Regular Interest II-M-1 has been reduced to zero; and
fourteenth, to the Uncertificated Principal Balance of REMIC III Regular
Interest II-AA, 98.00%, to the Uncertificated Principal Balances of REMIC III
Regular Interests II-A-1, II-A-2 and II-A-3, 1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC III Regular Interest II-ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC III Regular Interests
II-A-1, II-A-2 and II-A-3 have been reduced to zero.
Section
5.06 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 Providers 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) with
respect to each Loan Group, 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 for the related
Due Period;
(iv) with
respect to each Loan Group, the amount of any related Net Swap Payment payable
to the related Sub-Trust with respect to the related Loan Group, any related
Net
Swap Payment payable to the related Swap Provider, any related Swap Termination
Payment payable to the related Sub-Trust with respect to the related Loan Group
and any related Swap Termination Payment payable to the related Swap
Provider;
(v) with
respect to each Loan Group, 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) with
respect to each Loan Group, 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 related Swap Agreement and the
amount of coverage remaining under either credit enhancement;
(vii) with
respect to each Loan Group, 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) with
respect to each Loan Group, 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 with respect to each Loan Group and
(ii)
the allocation of any Applied Realized Loss Amounts with respect to each Loan
Group 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) with
respect to each Loan Group, 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) with
respect to each Loan Group, the amount, if any, of excess cashflow or excess
spread and the application of such excess cashflow;
(xiv) with
respect to each Loan Group, the cumulative Realized Losses through the end
of
the preceding month;
(xv) with
respect to each Loan Group, 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;
(xvi) 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 Determination Date preceding
such Distribution Date;
(xvii) with
respect to each Loan Group, the total number and principal balance of any real
estate owned or REO Properties as of the as of the end of the related Due
Period;
(xviii) with
respect to each loan group, material breaches of pool asset representation
or
warranties or transaction covenants;
(xix) with
respect to each Loan Group, the three month rolling average of the percent
equivalent of a fraction, the numerator of which is the aggregate Stated
Principal Balance of the Mortgage Loans in such Loan Group that are 60 days
or
more delinquent or are in bankruptcy or foreclosure or are REO Properties,
and
the denominator of which is the aggregate Stated Principal Balance of all of
the
Mortgage Loans and separately identifying such information for the (1) first
lien Mortgage Loans, and (2) Adjustable Rate Mortgage Loans, in each case as
of
the end of the Prepayment Period;
(xx) whether
a
Group I Trigger Event or a Group II Trigger event exists;
(xxi) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class I-P Certificates and Class II-P Certificates allocable to Prepayment
Charges;
(xxii) with
respect to each Loan Group, information on loss, delinquency or other tests
used
for determining early amortization, liquidation, stepdowns or other performance
triggers and whether the trigger was met;
(xxiii) the
amount of the Prepayment Charges remitted by the Master Servicer and the amount
on deposit in the Group I Reserve Fund and Group II Reserve Fund;
(xxiv) with
respect to each Loan Group, updated pool composition data including the
following: weighted average mortgage rate and weighted average remaining term;
(xxv) with
respect to each Loan Group, 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
(xxvi) with
respect to each Loan Group, 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 (xxvi). 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 (xxv) 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 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 5.06 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 5.06 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 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 9.12.
Section
5.07 REMIC
Designations and REMIC Distributions.
(a) The
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX and REMIC X 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 Group I Mortgage Loans and all interest owing in respect
of
and principal due thereon, the portion of the Distribution Account related
to
Loan Group I, the portion of the Protected Account related to Loan Group I,
any
REO Property related to Loan Group I, any proceeds of the foregoing and any
other assets related to Loan Group I subject to this Agreement (other than the
Group I Reserve Fund, any related Prepayment Charge Waiver Amounts and, for
the
avoidance of doubt, the Group I Supplemental Interest Trust, the Group I Swap
Agreement, the Group I Swap Account and any rights or obligations in respect
of
the Swap Administration Agreement). The assets of REMIC II shall include the
Group II Mortgage Loans and all interest owing in respect of and principal
due
thereon, the portion of the Distribution Account related to Loan Group II,
the
portion of the Protected Account related to Loan Group II, any REO Property
related to Loan Group II, any proceeds of the foregoing and any other assets
related to Loan Group II subject to this Agreement (other than the Group II
Reserve Fund, any related Prepayment Charge Waiver Amounts and, for the
avoidance of doubt, the Group II Supplemental Interest Trust, the Group II
Swap
Agreement, the Group II Swap Account and any rights or obligations in respect
of
the Swap Administration Agreement). The REMIC I Regular Interests and REMIC
II
Regular Interests shall constitute the assets of REMIC III. The REMIC III
Regular Interests shall constitute the assets of REMIC IV. The Class I-CE
Interest shall constitute the assets of REMIC V. The Class I-P Interest shall
constitute the assets of REMIC VI. The Class I-IO Interest shall constitute
the
assets of REMIC VII. The Class II-CE Interest shall constitute the assets of
REMIC VIII. The Class II-P Interest shall constitute the assets of REMIC IX.
The
Class II-IO Interest shall constitute the assets of REMIC X.
(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 III 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 I-R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests I-1-A through I-60-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates.
(ii) to
the
extent of amounts remaining after the distributions 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 Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class I-R-1 Certificates.
(2) On
each
Distribution Date, amounts representing Prepayment Charges on the Group I
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 relating to the Group I
Mortgage Loans 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.
(3) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC II to REMIC III
on
account of REMIC II Regular Interests II-1-A through II-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class II-R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group II, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC II Regular Interests II-1-A through II-60-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interests for such Distribution Date, plus (B) any amounts payable
in
respect thereof remaining unpaid from previous Distribution Dates;
and
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, to REMIC II Regular Interests II-1-A through II-60-B, starting with
the
lowest numerical denomination, until the Uncertificated Principal Balance of
each such REMIC II Regular Interest is reduced to zero; provided that, for
REMIC
II Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC II Regular Interests; and
(iii) any
remaining amount to the Holders of the Class II-R-1 Certificates.
(4) On
each
Distribution Date, amounts representing Prepayment Charges on the Group II
Mortgage loans shall be deemed 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 relating to the Group II
Mortgage Loans as identified on the Mortgage Loan Schedule, $100 shall be deemed
distributed in respect of REMIC II Regular Interest P in reduction of the
Uncertificated Principal Balance thereof.
(c) (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 III to REMIC IV
on
account of the REMIC III Group I Regular Interests (other than REMIC III Regular
Interest I-P) or withdrawn from the Distribution Account and distributed to
the
Holders of the Class I-R-2 Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC III Regular Interest I-IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC III 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 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 pursuant to clause (i), to the holders
of each REMIC III Group I Regular Interest (other than REMIC III Regular
Interests I-IO and I-P), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC III
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 III Regular Interest I-ZZ
shall be reduced when the REMIC III Group I Overcollateralization Amount is
less
than the REMIC III Group I Required Overcollateralization Amount, by the lesser
of (x) the amount of such difference and (y) the Group I Maximum Uncertificated
Accrued Interest Deferral Amount, and such amount will be payable to the holders
of each REMIC III Group I Regular Interest for which a Class I-A Certificate
or
Class I-M Certificate is the Corresponding Certificate in the same proportion
as
the Group I Extra Principal Distribution Amount is allocated to the
Corresponding Certificates for each such REMIC III Regular Interest, and the
Uncertificated Principal Balance of REMIC III Regular Interest I-ZZ shall be
increased by such amount;
(iii) to
the
holders of REMIC III Group I Regular Interests (other than REMIC III Regular
Interests I-IO and I-P) in an amount equal to the remainder of the 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, for such
Distribution Date after the distributions made pursuant to clauses (i) and
(ii)
above, allocated as follows:
(A) 98%
of
such remainder to the holders of REMIC III Regular Interest I-AA, until the
Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC III Group I Regular Interest
for which a Class I-A Certificate or Class I-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 III Regular Interest, until the Uncertificated Principal Balances of
such
REMIC III Regular Interests are reduced to zero; and second, to the holders
of
REMIC III Regular Interest I-ZZ, until the Uncertificated Principal Balance
of
such REMIC III Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class I-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 III Regular Interest I-P, provided that such amounts
shall not reduce the Uncertificated Principal Balance of REMIC III Regular
Interest I-P. On the Distribution Date immediately following the expiration
of
the latest Prepayment Charge term relating to the Group I Mortgage Loans 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 III Regular Interest I-P in reduction of the Uncertificated Principal
Balance thereof.
(3) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC III to REMIC IV
on
account of the REMIC III Group II Regular Interests (other then REMIC III
Regular Interest II-P) or withdrawn from the Distribution Account and
distributed to the Holders of the Class I-R-2 Certificates, as the case may
be:
(i) from
Interest Funds and Principal Funds for Loan Group II, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC III Regular Interest II-IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC III 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 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 pursuant to clause (i), to the holders
of each REMIC III Group II Regular Interest (other than REMIC III Regular
Interests II-IO and II-P), pro rata, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC III 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 III Regular Interest II-ZZ shall be reduced when the REMIC
III Group II Overcollateralization Amount is less than the REMIC III Group
II
Required Overcollateralization Amount, by the lesser of (x) the amount of such
difference and (y) the Group II Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC III Group
II Regular Interest for which a Class II-A Certificate or Class II-M Certificate
is the Corresponding Certificate in the same proportion as the Group II Extra
Principal Distribution Amount is allocated to the Corresponding Certificates
for
each such REMIC III Regular Interest, and the Uncertificated Principal Balance
of REMIC III Regular Interest II-ZZ shall be increased by such
amount;
(iii) to
the
holders of REMIC III Group II Regular Interests (other than REMIC III Regular
Interests II-IO and II-P) in an amount equal to the remainder of the 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, for such
Distribution Date after the distributions made pursuant to clauses (i) and
(ii)
above, allocated as follows:
(A) 98%
of
such remainder to the holders of REMIC III Regular Interest II-AA, until the
Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC III Group II Regular
Interest for which a Class II-A Certificate or Class II-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 III Regular Interest, until the Uncertificated Principal
Balances of such REMIC III Regular Interests are reduced to zero; and second,
to
the holders of REMIC III Regular Interest II-ZZ, until the Uncertificated
Principal Balance of such REMIC III Regular Interest is reduced to zero;
and
(C) any
remaining amount to the Holders of the Class I-R-2 Certificates.
(4) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
deemed distributed in respect of REMIC II Regular Interest P shall be deemed
to
be distributed to REMIC III Regular Interest II-P, provided that such amounts
shall not reduce the Uncertificated Principal Balance of REMIC III Regular
Interest II-P. On the Distribution Date immediately following the expiration
of
the latest Prepayment Charge term relating to the Group II Mortgage Loans as
identified on the Mortgage Loan Schedule, an amount equal to $100 deemed
distributed in respect of REMIC II Regular Interest P in reduction of the
Uncertificated Principal Balance thereof shall be deemed to be distributed
to
REMIC III Regular Interest II-P in reduction of the Uncertificated Principal
Balance thereof.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC IV to the holders
of each REMIC IV 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 IV 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 IV 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 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed
from REMIC IV to REMIC V in respect of the Class I-CE Distribution Amount
distributable to the Class I-CE Interest.
(f) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 5.04(b)(3)(C), (D) and (G) on such date shall be deemed distributed
from REMIC IV to REMIC VIII in respect of the Class II-CE Distribution Amount
distributable to the Class II-CE Interest.
(g) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest I-P shall be deemed distributed by REMIC IV to REMIC VI in respect
of
the Class I-P Interest.
(h) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest II-P shall be deemed distributed by REMIC IV to REMIC IX in respect
of
the Class II-P Interest.
(i) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest I-IO shall be deemed distributed by REMIC IV to REMIC VII in respect
of
the Class I-IO Interest. Such amounts shall be deemed distributed by REMIC
VII
in respect of REMIC VII Regular Interest IO for deposit into the Group I
Supplemental Interest Trust.
(j) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC III Regular
Interest II-IO shall be deemed distributed by REMIC IV to REMIC X in respect
of
the Class II-IO Interest. Such amounts shall be deemed distributed by REMIC
X in
respect of REMIC X Regular Interest IO for deposit into the Group II
Supplemental Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 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
|
$ 154,837,000.00
|
|
I-A-2
|
$ 100,000
|
$ 1.00
|
$
82,359,000.00
|
|
I-A-3
|
$ 100,000
|
$ 1.00
|
$
12,008,000.00
|
|
I-M-1
|
$ 100,000
|
$ 1.00
|
$
18,533,000.00
|
|
I-M-2
|
$ 100,000
|
$ 1.00
|
$
13,073,000.00
|
|
I-M-3
|
$ 100,000
|
$ 1.00
|
$
7,612,000.00
|
|
I-M-4
|
$ 100,000
|
$ 1.00
|
$
6,453,000.00
|
|
I-M-5
|
$ 100,000
|
$ 1.00
|
$
6,288,000.00
|
|
I-M-6
|
$ 100,000
|
$ 1.00
|
$
4,964,000.00
|
|
I-M-7
|
$ 100,000
|
$ 1.00
|
$
4,302,000.00
|
|
I-M-8
|
$ 100,000
|
$ 1.00
|
$
2,482,000.00
|
|
I-M-9
|
$ 100,000
|
$ 1.00
|
$
4,302,000.00
|
|
I-M-10
|
$ 100,000
|
$ 1.00
|
$
4,964,000.00
|
|
I-M-11
|
$ 100,000
|
$ 1.00
|
$
3,806,000.00
|
|
I-CE
|
10%
|
1%
|
$ 330,948,120.73(1)
|
|
X-X
|
000
|
X/X
|
$ 100.00
|
|
I-R-1
|
100%
|
N/A
|
N/A
|
|
I-R-2
|
100%
|
N/A
|
N/A
|
|
I-R-3
|
100%
|
N/A
|
N/A
|
|
I-RX
|
100%
|
N/A
|
N/A
|
|
II-A-1
|
$ 100,000
|
$ 1.00
|
$ 101,198,000.00
|
|
II-A-2
|
$ 100,000
|
$ 1.00
|
$
45,644,000.00
|
|
II-A-3
|
$ 100,000
|
$ 1.00
|
$
5,879,000.00
|
|
II-M-1
|
$ 100,000
|
$ 1.00
|
$ 14,246,000.00
|
|
II-M-2
|
$ 100,000
|
$ 1.00
|
$
9,113,000.00
|
|
II-M-3
|
$ 100,000
|
$ 1.00
|
$
4,714,000.00
|
|
II-M-4
|
$ 100,000
|
$ 1.00
|
$
4,295,000.00
|
|
II-M-5
|
$ 100,000
|
$ 1.00
|
$
3,876,000.00
|
|
II-M-6
|
$ 100,000
|
$ 1.00
|
$
3,456,000.00
|
|
II-M-7
|
$ 100,000
|
$ 1.00
|
$
3,352,000.00
|
|
II-M-8
|
$ 100,000
|
$ 1.00
|
$
2,199,000.00
|
|
II-M-9
|
$ 100,000
|
$ 1.00
|
$
2,304,000.00
|
|
II-M-10
|
$ 100,000
|
$ 1.00
|
$
2,828,000.00
|
|
II-M-11
|
$ 100,000
|
$ 1.00
|
$
2,095,000.00
|
|
II-CE
|
10%
|
1%
|
$ 209,494,489.05
(1)
|
|
II-P
|
100
|
N/A
|
$
100.00
|
|
II-R-1
|
100%
|
N/A
|
N/A
|
|
II-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
6.02 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 6.09 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 6.07 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 6.02(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 6.02(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 6.02(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 6.02(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 6.02(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 6.02(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 6.02,
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 6.01 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 five Business Days 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. 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.
Prior
to
the termination of the related Supplemental Interest Trust, no Transfer of
a
related Class A Certificate or Class M Certificate (other than a Class I-M-10,
Class II-M-10, Class I-M-11 Certificate or II-M-11 Certificate) shall be
made unless either (i) the Trustee shall have received a representation from
the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan subject to
Section 4975 of the Code (either a “Plan”), or a Person acting on behalf of a
Plan or using the assets a Plan, or (ii) the transferee provides a
representation, or is deemed to represent in the case of the Global Certificate
that (A) such plan is an accredited investor within the meaning of the Exemption
and (B) the proposed transfer or holding of such Certificate are eligible for
exemptive relief under 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 related Class M Certificate (other than a Class I-M-10, Class II-M-10, Class
I-M-11 Certificate or II-M-11 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”, (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 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 6.02 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 of transfer of any ERISA Restricted Certificate that is
in
fact not permitted by this Section 6.02(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 I-M-10, Class I-M-11, Class II-M-10, Class II-M-11, Class
I-CE, Class I-CE, Class I-P, Class II-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, or (iii) in the
case of a Class I-M-10, Class I-M-11, Class II-M-10 or Class II-M-11
Certificate, the transferee provides a representation, or is deemed to represent
in the case of the Global Certificate, or an Opinion of Counsel to the effect
that the proposed transfer or holding of such Class I-M-10, Class I-M-11, Class
II-M-10 or Class II-M-11 Certificate and the servicing, management and operation
of the Trust and its assets: (I) will not result in any prohibited transaction
which is not covered under individual or Class prohibited transaction exemption
including but not limited to XXXX 00-00, XXXX 00-00, XXXX 00-0, XXXX 95-60
or
PTCE 96-23 and (II) will not give rise to any obligation on the part of the
Depositor, the Master Servicer or the Trustee in addition to those expressly
undertaken in this Agreement. 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 Private 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 of transfer of any Private
Certificate that is in fact not permitted by this Section 6.02(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
Private 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 Private
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.
(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 (b) above, the Trustee shall have
been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner
or the proposed transferee in the form attached hereto as Exhibit
C.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (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.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 6.02(i) shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 6.02(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 Section 6.02(h) and this Section 6.02(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 Transfer 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 Section
6.02(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, REMIC VI, REMIC VII, REMIC VIII,
REMIC IX or REMIC X, 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 6.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Sellers or the Master Servicer.
Section
6.03 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 6.03, 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 6.03 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 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
Section
6.04 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
6.05 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
6.06 Book-Entry
Certificates.
The
Regular Certificates (other than the than the Class I-M-10, Class I-M-11, Class
II-M-10, Class II-M-11, Class CE 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 6.08. Unless and until definitive, fully registered
Certificates (“Definitive Certificates”) have been issued to the Certificate
Owners of such Certificates pursuant to Section 6.08:
(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 6.08, 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
6.07 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
6.08 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
6.09 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
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01 Liabilities
of the Depositor and the Master Servicer.
Each
of
the Depositor, 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
7.02 Merger
or Consolidation of the Depositor or the Master Servicer.
(a) Each
of
the Depositor 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.
(b) Any
Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be
the
successor of the Depositor 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
7.03 Indemnification
of the Trustee and the Master Servicer.
(a) 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.
(b) 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 subsection (a)
above.
Section
7.04 Limitations
on Liability of the Depositor, the Master Servicer and Others.
Subject
to the obligation of the Master Servicer to indemnify the Indemnified Persons
pursuant to Section 7.03:
(a) Neither
the Depositor, the Master Servicer nor any of the directors, officers, employees
or agents of the Depositor 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 Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of such Person’s willful
misfeasance, bad faith or gross negligence in the performance of duties or
by
reason of reckless disregard of obligations and duties hereunder.
(b) The
Depositor, the Master Servicer and any director, officer, employee or agent
of
the Depositor 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.
(c) The
Depositor, 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 Master Servicer, the Trustee, 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 or the Certificates,
other than (i) in the case of the Master Servicer, (x) any such loss, liability
or expense 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 (y) any such
loss, liability or expense 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, (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.
(d) Neither
the Depositor 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
Protected Account as provided by Section 4.02. Nothing in this subsection
7.04(d) shall affect the Master Servicer’s obligation to service and administer
the Mortgage Loans pursuant to Article III.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
Section
7.05 Master
Servicer Not to Resign.
Except
as
provided in Section 7.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior consent
of
the Trustee (which consents shall not be unreasonably withheld) or (ii) upon
a
determination that any such duties hereunder are no longer permissible under
applicable law and such impermissibility cannot be cured. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel, addressed to and delivered to, the Trustee. No such
resignation by the Master Servicer shall become effective until the Trustee
or a
successor to the Master Servicer reasonably satisfactory to the Trustee shall
have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 8.02 hereof. The Trustee shall notify the Rating
Agencies of the resignation of the Master Servicer.
Section
7.06 Successor
Master Servicer.
In
connection with the appointment of any Successor Master Servicer or the
assumption of the duties of the Master Servicer, the Trustee may make such
arrangements for the compensation of such Successor Master Servicer out of
payments on the Mortgage Loans as the Trustee and such Successor Master Servicer
shall agree. If the Successor Master Servicer does not agree that such market
value is a fair price, such Successor Master Servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single family mortgage loans. In no event shall the compensation of any
Successor Master Servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.
Section
7.07 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 shall be qualified to service mortgage
loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less
than
$10,000,000 (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
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01 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) 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 7.05 or 7.07;
(vii) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.13, 3.14 or 3.16 set forth under such Sections;
or
(viii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance (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 each and every such case, 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, the Trustee shall in the case
of
any Event of Default described in clauses (i) through (vii) above, by notice
in
writing to the Master Servicer and each 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. 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 8.02 (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 V,
subject, in the case of the Trustee, to Section 8.02. 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 VII or Article IX. 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 Protected Account maintained pursuant
to Section 4.02, 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 4.02 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which arose
prior to the termination of its activities hereunder.
Notwithstanding
the foregoing, if an Event of Default described in clause (vii) of this Section
8.01 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 8.02 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 (vii) of this
Section 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
Section
8.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 8.01 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 V hereof, the Trustee in its capacity as Successor Master
Servicer shall be responsible for making any Advances required to be made by
the
Master Servicer immediately upon the termination of the Master Servicer and
any
such Advance shall be made on the Distribution Date on which such Advance was
required to be made by the predecessor Master Servicer. Effective on the date
of
such notice of termination, as compensation therefor, the Trustee shall be
entitled to all compensation, reimbursement of expenses and indemnification
that
the Master Servicer would have been entitled to if it had continued to act
hereunder, provided, however, that the Trustee shall not be (i) liable for
any
acts or omissions of the Master Servicer, (ii) obligated to make Advances if
it
is prohibited from doing so under applicable law, (iii) responsible for expenses
of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
losses on any Permitted Investment directed by the Master Servicer.
Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to
so
act, or shall, if it is prohibited by applicable law from making Advances
pursuant to Article V 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 8.01 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 8.02,
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
9.05. 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 3.08.
Section
8.03 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, each 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 each 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
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Certificateholders and each Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing not less than 51% of the Voting Rights may,
on behalf of all Certificateholders, waive any default by the Master Servicer
in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
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.
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01 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 5.04 and 10.01 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.
(e) All
funds
received by the Trustee and required to be deposited in the Distribution Account
pursuant to this Agreement will be promptly so deposited by the
Trustee.
Section
9.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 9.01:
(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 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 subsection 9.07; 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 is hereby directed by the Depositor to execute and deliver the Swap
Administration Agreement (and any amendments or supplements to the Swap
Administration Agreement as may be requested by the Majority Class I-CE
Certificateholder or Majority Class II-CE Certificateholder regarding the
distributions to be made to it or its designees thereunder). Amounts payable
by
the Trustee on any Distribution Date to the Swap Administrator shall be paid
by
the Trustee as provided herein. The Trustee in its individual capacity shall
have no responsibility for any of the undertakings, agreements or
representations with respect to the related Swap Agreement or the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as a
Supplemental Interest Trust Trustee under the related Swap Agreement. The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustees
are
hereby directed by the Depositor to execute and deliver the Swap Administration
Agreement (and any amendments or supplements to the Swap Administration
Agreement as may be requested by the Majority Class I-CE Certificateholder
or
Majority Class II-CE Certificateholder regarding the distributions to be made
to
it or its designees thereunder) and the Supplemental Interest Trust Trustee
is
hereby directed to execute and deliver the Swap Agreements, and to make the
representations required therein. The Swap Administrator shall not have any
liability for any failure or delay in payments to the Trust which are required
under the Swap Administration Agreement where such failure or delay is due
to
the failure or delay of the Swap Providers 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 Trustees
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 Trustees
of
its duties or obligations under the related 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 Trustees’
gross negligence, willful misconduct or fraud. Any Person appointed as successor
trustee pursuant to Section 9.09 shall also be required to serve as successor
Swap Administrator and successor supplemental interest trust trustee under
the
related Swap Agreement and the Swap Administration Agreement.
Section
9.03 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
9.04 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
9.05 Trustee’s
Fees and Expenses.
The
Trustee will be entitled to recover from the Distribution Account pursuant
to
Section 4.05, the Trustee Fee, 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
9.06 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 9.10, 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 9.06 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 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.08.
Section
9.07 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 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section
9.08 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 each 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 9.06 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 at least 51% 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,
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 9.08 shall become effective upon acceptance of appointment
by
the successor trustee as provided in Section 9.09 hereof and upon acceptance
of
appointment by a successor Swap administrator under the Swap Administration
Agreement.
Section
9.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 9.08 hereof shall execute,
acknowledge and deliver to the Depositor, to its predecessor trustee, 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 9.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 9.07 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
9.09, 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.
Section
9.10 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 9.06 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
9.11 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 9.11, 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 9.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.09.
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
IX.
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
9.12 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
would cause the termination of the REMIC status of any REMIC formed hereunder;
(h) the Trustee shall pay, from the sources specified in the penultimate
paragraph of this Section 9.12, 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 9.12 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, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X 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, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X 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, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X and
is,
in each case, attributable to the activities of REMIC I or related to Loan
Group
I,
and is
not paid as otherwise provided for herein, such tax shall be paid by (i) 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) 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 I-R Certificateholders, and second
with
amounts otherwise to be distributed to the Holders of the following other Group
I Certificates in the following order of priority: first,
to
the
Class I-M-11 Certificates, second, to the Class I-M-10 Certificates, third,
to
the Class I-M-9 Certificates, fourth, to the Class I-M-8 Certificates, fifth,
to
the Class I-M-7 Certificates, sixth, to the Class I-M-6 Certificates, seventh,
to the Class I-M-5 Certificates, eighth, to the Class I-M-4 Certificates, ninth,
to the Class I-M-3 Certificates, tenth, to the Class I-M-2 Certificates,
eleventh, to the Class I-M-1 Certificates, and twelfth, to the Class I-A
Certificates (pro
rata
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
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Class I-R Certificates (and, if necessary, second,
from the Holders of the other 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 promptly notify in writing the
party liable for any such tax of the amount thereof and the due date for the
payment thereof.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC
IX or REMIC X 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, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X 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, REMIC
VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X and
is,
in each case, attributable to the activities of REMIC II or related to Loan
Group II,
and is
not paid as otherwise provided for herein, such tax shall be paid by (i) 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) 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 II-R Certificateholders and Holders
of
the Class I-R-2 Certificates and I-R-3 Certificates, and second with amounts
otherwise to be distributed to the Holders of the following other Group II
Certificates in the following order of priority: first,
to
the
Class II-M-11 Certificates, second, to the Class II-M-10 Certificates, third,
to
the Class II-M-9 Certificates, fourth, to the Class II-M-8 Certificates, fifth,
to the Class II-M-7 Certificates, sixth, to the Class II-M-6 Certificates,
seventh, to the Class II-M-5 Certificates, eighth, to the Class II-M-4
Certificates, ninth, to the Class II-M-3 Certificates, tenth, to the Class
II-M-2 Certificates, eleventh, to the Class II-M-1 Certificates, and twelfth,
to
the Class II-A Certificates (pro
rata
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
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Class I-R Certificates (and, if necessary, second,
from the Holders of the other 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 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 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 9.12, it will promptly notify and provide such information to
such
other party.
ARTICLE
X
TERMINATION
Section
10.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
the Group I Sub-Trust shall terminate, with respect to Loan Group I, upon the
earlier of (a) the exercise of the Majority Class I-CE Certificateholder (or
its
designee) or the Master Servicer, as applicable, of its right to repurchase
all
of the Group I Mortgage Loans (and related REO Properties) remaining in the
Trust Fund at a price (the “Group I Mortgage Loan Purchase Price”) equal to the
sum of (i) 100% of the Stated Principal Balance of each related Mortgage Loan
(other than in respect of related 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
Group I Sub-Trust (up to the Stated Principal Balance of the related Mortgage
Loan), such appraisal to be conducted by an appraiser mutually agreed upon
by
the Master Servicer and the Trustee, (iv) unreimbursed out-of pocket costs
of
the Master Servicer, including unreimbursed Servicing Advances and the principal
portion of any unreimbursed Advances, made on the Group I Mortgage Loans prior
to the exercise of such repurchase right, (v) any unreimbursed costs and
expenses of the Trustee payable pursuant to Section 9.05 with respect to Loan
Group I, (vi) any Group I Swap Termination Payment (which
shall include any Group I Net Swap Payment payable to the Group I Sub-Trust
for
the final Distribution Date)
payable
to the Group I Swap Provider which remains unpaid or which is due to the
exercise of such option (the “Group I 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 Group I Sub-Trust
and the disposition of all related REO Property and (ii) the distribution to
Group I Certificateholders of all amounts required to be distributed to them
pursuant to this Agreement, as applicable. In no event shall the Group I
Sub-Trust 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 related Latest Possible Maturity
Date.
The
right
to repurchase all Group I Mortgage Loans and related REO Properties by the
Majority Class I-CE Certificateholder pursuant to clause (a) in the preceding
paragraph shall be conditioned upon the Stated Principal Balance of all of
the
Group I Mortgage Loans, at the time of any such repurchase,
aggregating 10% or less of the aggregate Cut-off Date Principal Balance
of all of the Group I Mortgage Loans. If the Majority Class I-CE
Certificateholder does not exercise this option, the Master Servicer has the
right to repurchase all Group I Mortgage Loans and related REO Properties
pursuant to clause (a) in the preceding paragraph, conditioned upon the Stated
Principal Balance of all of the Group I 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 Group I Mortgage Loans.
Only
an
amount (the “Group I REMIC Termination Payment”) equal to the Group I Mortgage
Loan Purchase Price less any Group I Swap Optional Termination Payment, shall
be
made available for distribution to the Group I Regular Certificates. Any Group
I
Swap Optional Termination Payment paid as part of the Mortgage Loan Purchase
Price and deposited to the Distribution Account shall be withdrawn by the
Trustee from the Distribution Account with respect to Loan Group I and remitted
to the Group I Supplemental Interest Trust to be paid in accordance with Section
3.21(c). The Group I 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.
Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
the Group II Sub-Trust shall terminate, with respect to Loan Group II, upon
the
earlier of (a) the exercise of the Majority Class II-CE Certificateholder (or
its designee) or the Master Servicer, as applicable, of its right to repurchase
all of the Group II Mortgage Loans (and related REO Properties) remaining in
the
Trust Fund at a price (the “Group II Mortgage Loan Purchase Price”) equal to the
sum of (i) 100% of the Stated Principal Balance of each related Mortgage Loan
(other than in respect of related 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
Group II Sub-Trust (up to the Stated Principal Balance of the related Mortgage
Loan), such appraisal to be conducted by an appraiser mutually agreed upon
by
the Master Servicer and the Trustee, (iv) unreimbursed out-of pocket costs
of
the Master Servicer, including unreimbursed servicing advances and the principal
portion of any unreimbursed Advances, made on the Group II Mortgage Loans prior
to the exercise of such repurchase right, (v) any unreimbursed costs and
expenses of the Trustee payable pursuant to Section 9.05 with respect to Loan
Group II, (vi) any Group II Swap Termination Payment (which shall include any
Group II Net Swap Payment payable to by the Group II Sub-Trust for the final
Distribution Date) payable to the Group II Swap Provider which remains unpaid
or
which is due to the exercise of such option (the “Group II 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
Group II Sub-Trust and the disposition of all related REO Property and (ii)
the
distribution to Group II Certificateholders of all amounts required to be
distributed to them pursuant to this Agreement, as applicable. In no event
shall
the Group II Sub-Trust 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 related Latest Possible Maturity
Date.
The
right
to repurchase all Group II Mortgage Loans and related REO Properties by the
Majority Class II-CE Certificateholder pursuant to clause (a) in the preceding
paragraph shall be conditioned upon the Stated Principal Balance of all of
the
Group II Mortgage Loans, at the time of any such repurchase, aggregating 10%
or
less of the aggregate Cut-off Date Principal Balance of all of the Group II
Mortgage Loans. If the Majority Class II-CE Certificateholder does not exercise
this option, the Master Servicer has the right to repurchase all Group II
Mortgage Loans and related REO Properties pursuant to clause (a) in the
preceding paragraph, conditioned upon the Stated Principal Balance of all of
the
Group II 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 Group II Mortgage Loans.
Only
an
amount (the “Group II REMIC Termination Payment”) equal to the Group II Mortgage
Loan Purchase Price less any Group II Swap Optional Termination Payment, shall
be made available for distribution to the Group II Regular Certificates. Any
Group II Swap Optional Termination Payment paid as part of the Mortgage Loan
Purchase Price and deposited to the Distribution Account shall be withdrawn
by
the Trustee from the Distribution Account with respect to Loan Group II and
remitted to the Group II Supplemental Interest Trust to be paid in accordance
with Section 3.22(c). The Group II 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.
Notwithstanding
anything to the contrary herein, the Class I-R-2 Certificates and
Class
I-R-3 Certificates
will not
be retired until the later of (i) the retirement of all the Group II
Certificates and (ii) the retirement of all the Group I Certificates (other
than
the Class I-R-2 Certificates and Class I-R-3 Certificates).
Section
10.02 Final
Distribution on the Certificates.
If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding related Mortgage Loans and no other funds or assets in the related
Sub-Trust other than the related funds in the Protected Account, the Master
Servicer shall direct the Trustee to send a final distribution notice promptly
to each related 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 related Certificateholders within five (5) Business
Days after such Determination Date that the final distribution in retirement
of
such Class of Certificates is scheduled to be made on the immediately following
Distribution Date. Any final distribution made pursuant to the immediately
preceding sentence will be made only upon presentation and surrender of the
related Certificates at the Corporate Trust Office of the Trustee. If the
related Majority Class CE Certificateholder or the Master Servicer, as
applicable, elects to terminate the related Sub-Trust pursuant to Section 10.01,
at least 20 days prior to the date notice is to be mailed to the related
Certificateholders, the related Majority Class CE Certificateholder or the
Master Servicer, as applicable, shall notify the Depositor, each Swap Provider
and the Trustee of the date the related Majority Class CE Certificateholder
or
the Master Servicer, as applicable, intends to terminate the related Sub-Trust.
The Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee
on the Business Day prior to the Distribution Date for such related Optional
Termination by the related Majority Class CE Certificateholder or the Master
Servicer, as applicable.
Notice
of
any termination of the related Sub-Trust, specifying the Distribution Date
on
which related Certificateholders may surrender their Certificates for payment
of
the final distribution and cancellation, shall be given promptly by the Trustee
by letter to related 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 related Certificates will be made upon presentation and surrender of related
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 related Certificateholders.
In
the
event such notice is given, the Master Servicer shall cause all related funds
in
the Protected Account to be remitted to the Trustee for deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the related
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Trustee of a Request for Release therefor, the Trustee or the
Custodian shall promptly release to the Seller as applicable the Mortgage Files
for the related Mortgage Loans and the Trustee shall execute and deliver any
documents prepared and delivered to it which are necessary to transfer any
related REO Property.
Upon
presentation and surrender of the related Certificates, the Trustee shall cause
to be distributed to related Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the order
and
priority set forth in Section 5.04 hereof on the final Distribution Date and
in
proportion to their respective Percentage Interests.
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 related Class R Certificateholders shall
be
entitled to all related unclaimed funds and other assets of the Trust Fund
that
remain subject hereto.
Section
10.03 Additional
Termination Requirements.
(a) Upon
exercise by the related Majority Class CE Certificateholder or the Master
Servicer, as applicable, of its purchase option as provided in Section 10.01,
the related Sub-Trust 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 related Majority Class
CE Certificateholder or the Master Servicer, as applicable, to the effect that
the failure of the related Sub-Trust to comply with the requirements of this
Section 10.03 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
related Majority Class CE Certificateholder or the Master Servicer, 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, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X, as
applicable, pursuant to Treasury Regulation Section 1.860F-1. The related
Majority Class CE Certificateholder or the Master Servicer, 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
obtained at the expense of the related Majority Class CE Certificateholder
or
the Master Servicer, 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
or REMIC II, as applicable, 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 related Residual Certificates all cash on hand (other than cash retained
to
meet claims), and REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI,
REMIC VII, REMIC VIII, REMIC IX or REMIC X, as applicable, 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 the related REMICs, 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 related Majority Class CE Certificateholder or the Master Servicer,
as
applicable, and the receipt of the Opinion of Counsel referred to in Section
10.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the related Majority Class CE Certificateholder or
the
Master Servicer, as applicable.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without the consent
of any of the Certificateholders to cure any ambiguity, to correct or supplement
any provisions herein (including to give effect to the expectations of
investors), to comply with any changes in the Code, to revise any provisions
to
reflect the obligations of the parties to this Agreement as they relate to
Regulation AB, to change the manner in which the Protected Account is maintained
or to make such other provisions with respect to matters or questions arising
under this Agreement as shall not be inconsistent with any other provisions
herein if such action shall not, as evidenced by an Opinion of Counsel addressed
to the Trustee, adversely affect in any material respect the interests of any
Certificateholder; provided that any such amendment shall be deemed not to
adversely affect in any material respect the interests of the Certificateholders
and no such Opinion of Counsel shall be required if the Person requesting such
amendment obtains a letter from each Rating Agency stating that such amendment
would not result in the downgrading or withdrawal of the respective ratings
then
assigned to the Certificates.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC
X 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, REMIC VI, REMIC
VII, REMIC VIII, REMIC IX or REMIC X pursuant to the Code that would be a claim
against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC
VII, REMIC VIII, REMIC IX or REMIC X 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 the Holders of each Class of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner
the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII,
REMIC VIII, REMIC IX or REMIC X 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, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X or the
Certificateholders or cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V, REMIC VI, REMIC VII, REMIC VIII, REMIC IX or REMIC X 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 11.01, none of the Depositor, the
Master Servicer or the Trustee shall enter into any amendment to (i) Section
3.21 or Section 5.04(a)(3)(F) of this Agreement without the prior written
consent of the Group I Swap Provider, which consent shall not be unreasonably
withheld or (ii) Section 3.22 or Section 5.04(b)(3)(F) of this Agreement without
prior written consent of the Group II Swap Provider, which consent shall not
be
unreasonably withheld, and shall not enter into an amendment that has a
materially adverse effect on any Swap Provider without such Swap Provider’s
consent, which consent shall not be unreasonably withheld.
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, each 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
11.02 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
11.03 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
11.04 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
11.05 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,
3.19 and 10.01; 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 Seller or the Master Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention: President
or General Counsel, or such other address as may be hereafter furnished to
the
other parties hereto by the Master Servicer in writing; (iii) 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, (iv) in the case of the Swap
Provider, Wachovia Bank, N.A., 000 Xxxxx Xxxxxxx Xxxxxx, XX-0, Xxxxxxxxx, XX
00000-0000, Attention: Xxxxx X. Xxxxx and (v) 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) Standard & Poor’s, 00
Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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
11.06 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
11.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 7.02, 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
11.08 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 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section
11.09 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 11.09 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 9.05 hereof.
Section
11.10 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
11.11 Third
Party Rights.
Each
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
each
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 and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
By:
/s/ Xxxxx
Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Vice
President
EMC
MORTGAGE CORPORATION,
as
Seller
and as Master Servicer
By:
/s/ Xxx
Xxxxxxxx
Name:
Xxx
Xxxxxxxx
Title:
Executive Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
/s/ Xxxxx X.
Xxxx
Name:
Xxxxx X. Xxxx
Title:
Assistant Vice President
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
this
30th
day of
June, 2006, before me, a notary public in and for said State, appeared Xxxxx
Xxxxxxxxxxx, personally known to me on the basis of satisfactory evidence to
be
an authorized representative of Bear Xxxxxxx Asset Backed Securities I LLC,
one
of the companies that executed the within instrument, and also known to me
to be
the person who executed it on behalf of such limited liability company and
acknowledged to me that such limited liability company executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
____________________________
Notary
Public
[Notarial
Seal]
|
STATE
OF TEXAS
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF DALLAS
|
)
|
On
this
30th
day of
June, 2006, 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
June, 2006, 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 DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
[I-A-1][I-A-2][I-A-3][II-A-1][II-A-2][II-A-3] Senior
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: June 1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of
the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
July
25, 2006
|
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
2006-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-A-1][I-A-2][I-A-3][II-A-1][II-A-2][II-A-3] Certificates with respect to
a
Trust Fund consisting primarily of a pool of conventional, closed-end, first
and
second lien, 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 relating
to Loan
Group [I][II], 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, 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 and as Master
Servicer 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 Assumed
Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 6.02(h) of the Pooling and Servicing
Agreement.
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. 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 and the Policy 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 related Certificateholders under the Agreement from time
to
time by the parties thereto with the consent of the Holders of the Class
or
Classes of related Certificates affected thereby evidencing over 50% of the
Voting Rights of such Class or Classes. Any such consent by the Holder of
this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made
upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the related
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 relating to Loan
Group
[I][II] created thereby (other than the obligations to make payments to related
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 relating to Loan Group [I][II] and disposition
of
all property acquired upon foreclosure or deed in lieu of foreclosure of
any
Group [I][II] Mortgage Loan and (B) the remittance of all funds relating
to Loan
Group [I][II] 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 relating to Loan Group [I][II] 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
Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] 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 Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of
(i)
the expiration of 21 years after the death of certain persons identified
in the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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][I-A-3][II-A-1][II-A-2][II-A-3] 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
[For
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class I-M-10 and Class I-M-11
Certificates] THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
GROUP
I SENIOR CERTIFICATES [,] [AND] [CLASS I-M-1 CERTIFICATES] [,] [AND] [CLASS
I-M-2 CERTIFICATES] [,] [AND] [CLASS I-M-3 CERTIFICATES] [,] [AND] [CLASS
I-M-4
CERTIFICATES] [,] [AND] [CLASS I-M-5 CERTIFICATES] [,] [AND] [CLASS I-M-6
CERTIFICATES] [,] [AND] [CLASS I-M-7 CERTIFICATES] [,] [AND] [CLASS I-M-8
CERTIFICATES] [,] [AND] [CLASS I-M-9 CERTIFICATES] [AND] [CLASS I-M-10
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
[For
the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5,
Class
II-M-6, Class II-M-7, Class II-M-8, Class II-M-9, Class II-M-10 and Class
II-M-11 Certificates] THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT
TO
THE GROUP II SENIOR CERTIFICATES [,] [AND] [CLASS II-M-1 CERTIFICATES] [,]
[AND]
[CLASS II-M-2 CERTIFICATES] [,] [AND] [CLASS II-M-3 CERTIFICATES] [,] [AND]
[CLASS II-M-4 CERTIFICATES] [,] [AND] [CLASS II-M-5 CERTIFICATES] [,] [AND]
[CLASS II-M-6 CERTIFICATES] [,] [AND] [CLASS II-M-7 CERTIFICATES] [,] [AND]
[CLASS II-M-8 CERTIFICATES] [,] [AND] [CLASS II-M-9 CERTIFICATES] [AND] [CLASS
II-M-10 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.
[For
the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-M-6, Class I-M-7, Class I-M-8, Class I-M-9, Class II-M-1, Class II-M-2,
Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8
and
Class II-M-9 Certificates] EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
[For
the Class I-M-10, Class I-M-11, Class II-M-10 and Class II-M-11
Certificates]
[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.]
[For
the Class I-M-10, Class I-M-11, Class II-M-10 and Class II-M-11
Certificates]
[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.]
[For
the Class I-M-10, Class I-M-11, Class II-M-10 and Class II-M-11
Certificates]
[THIS CERTIFICATE MAY NOT BE ACQUIRED 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,
OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING
OF A
CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND
ITS
ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED
UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING,
BUT
NOT LIMITED TO PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX
00-00, XXXX 00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO
ANY
ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER
OR THE
TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY
CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION SPECIFIED IN SECTION
6.02 OF THE AGREEMENT IS PROVIDED.
|
Certificate
No.1
|
Adjustable
Rate
|
|
Class
[I-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6][I-M-7][I-M-8][I-M-9][I-M-10][I-M-11]
[II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8][II-M-9][II-M-10][II-M-11]
Subordinate
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: June 1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of
the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
July
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[
]
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6][I-M-7][I-M-8][I-M-9][I-M-10][I-M-11][II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8][II-M-9][II-M-10][II-M-11]
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end one- to four-family first and second lien, 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 relating
to Loan
Group [I][II], 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, 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 and as Master
Servicer 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 Assumed
Final
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, 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
[For
the
Class I-M-10, Class I-M-11, Class II-M-10 and Class II-M-11 Certificates]
[No
transfer of this Class [I][II]-M-[10][11] Certificate will be made unless
such
transfer is (i) exempt from the registration requirements of the Securities
Act
of 1933, as amended, and any applicable state securities laws or is made
in
accordance with said Act and laws and (ii) made in accordance with Section
6.02
of the Agreement. In the event that such transfer is to be made the Trustee
shall register such transfer if, (i) made to a transferee who has provided
the
Trustee with evidence as to its QIB status; or (ii) (A) the transferor has
advised the Trustee in writing that the Certificate is being transferred
to an
Institutional Accredited Investor and (B) prior to such transfer the transferee
furnishes to the Trustee an Investment Letter; provided that if based upon
an
Opinion of Counsel to the effect that (A) and (B) above are not sufficient
to
confirm that such transfer is being made pursuant to an exemption from, or
in a
transaction not subject to, the registration requirements of the Securities
Act
and other applicable laws, the Trustee shall as a condition of the registration
of any such transfer require the transferor to furnish such other
certifications, legal opinions or other information prior to registering
the
transfer of this Certificate as shall be set forth in such Opinion of
Counsel.]
[For
the
Class I-M-10, Class I-M-11, Class II-M-10 and Class II-M-11 Certificates]
Notwithstanding the foregoing, the certifications 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.]
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 related Certificateholders under the Agreement from time
to
time by the parties thereto with the consent of the Holders of the Class
or
Classes of related Certificates affected thereby evidencing over 50% of the
Voting Rights of such Class or Classes. Any such consent by the Holder of
this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made
upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the related
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.
[For
the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class I-M-6,
Class I-M-7, Class I-M-8, Class I-M-9, Class II-M-1, Class II-M-2, Class
II-M-3,
Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and
Class
II-M-9 Certificates] Each holder of a Certificate or beneficial ownership
shall
be deemed to have made the representations set forth in Section 6.02(h) of
the
Pooling and Servicing Agreement.
[For
the
Class I-M-10, Class I-M-11, Class II-M-10 and Class II-M-11 Certificates]
[This
Certificate may not be acquired 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, or
Section
4975 of the Internal Revenue Code of 1986, as amended, unless the transferee
certifies or represents that the proposed transfer and holding of a Certificate
and the servicing, management and operation of the trust and its assets:
(i)
will not result in any prohibited transaction which is not covered under
an
individual or class prohibited transaction exemption, including, but not
limited
to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX
00-0, XXXX 95-60 or PTCE 96-23 and (ii) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer or the Trustee,
which will be deemed represented by an owner of a Book-Entry Certificate
or a
Global Certificate or unless an Opinion of Counsel specified in section 6.02
of
the Agreement is provided. 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
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 relating to Loan
Group
[I][II] created thereby (other than the obligations to make payments to related
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 relating to Loan Group [I][II] and disposition
of
all property acquired upon foreclosure or deed in lieu of foreclosure of
any
Group [I][II] Mortgage Loan and (B) the remittance of all funds relating
to Loan
Group [I][II] 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 relating to Loan Group [I][II] 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
Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] 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 Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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-M-1][I-M-2][I-M-3][I-M-4][I-M-5][I-M-6][I-M-7][I-M-8][I-M-9][I-M-10][I-M-11][II-M-1][II-M-2][II-M-3][II-M-4][II-M-5][II-M-6][II-M-7][II-M-8][II-M-9][II-M-10][II-M-11]
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 6.02(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
[I-P][II-P]
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: June 1,
2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of
the
Cut-off Date:
$100.00
|
|
First
Distribution Date:
July
25, 2006
|
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:
[
]
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-P][II-P] Certificates with respect to a Trust Fund consisting primarily
of a
pool of conventional, closed-end one- to four-family first and second lien,
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 relating
to Loan
Group [I][II], 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 primarily of a pool of fixed and adjustable interest
rate,
conventional, closed-end mortgage loans that are secured by first and second
liens on one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) 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 and as Master Servicer 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, 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,
and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder’s prospective transferee upon
which such Opinion of Counsel is based. Neither the Depositor 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 [I-P][II-P] Certificate will be made unless the Trustee
shall have received either (i) the Opinion of Counsel set forth in Section
6.02(h) of the Agreement or (ii) a representation letter under Section 6.02
of
the Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 related Certificateholders under the Agreement from time
to
time by the parties thereto with the consent of the Holders of the Class
or
Classes of related Certificates affected thereby evidencing over 50% of the
Voting Rights of such Class or Classes. Any such consent by the Holder of
this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made
upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the related
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 relating to Loan
Group
[I][II] created thereby (other than the obligations to make payments to related
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 relating to Loan Group [I][II] and disposition
of
all property acquired upon foreclosure or deed in lieu of foreclosure of
any
Group [I][II] Mortgage Loan and (B) the remittance of all funds relating
to Loan
Group [I][II] 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 relating to Loan Group [I][II] 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
Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] 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 Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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-P][II-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 6.02(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. [_]
|
Percentage
Interest: 100%
|
|
Class
[I-CE][II-CE]
|
Adjustable
Rate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: June 1, 2006
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
July
25, 2006
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[
]
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-CE][II-CE] Certificates with respect to a Trust Fund consisting primarily
of
a pool of fixed and adjustable interest rate, conventional, closed-end mortgage
loans that are secured by first and second liens on one- to four-family
residences sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund relating
to Loan
Group [I][II], 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 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 primarily of a pool of fixed and adjustable interest
rate,
conventional, closed-end mortgage loans that are secured by first and second
liens on one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) 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 and as Master Servicer 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, 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,
and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Trustee, or the Master Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
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 [I-CE][II-CE] Certificate will be made unless the
Trustee
shall have received either (i) the Opinion of Counsel set forth in Section
6.02(h) of the Agreement or (ii) a representation letter under Section 6.02
of
the Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 related Certificateholders under the Agreement from time
to
time by the parties thereto with the consent of the Holders of the Class
or
Classes of related Certificates affected thereby evidencing over 50% of the
Voting Rights of such Class or Classes. Any such consent by the Holder of
this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made
upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the related
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 relating to Loan
Group
[I][II] created thereby (other than the obligations to make payments to related
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 relating to Loan Group [I][II] and disposition
of
all property acquired upon foreclosure or deed in lieu of foreclosure of
any
Group [I][II] Mortgage Loan and (B) the remittance of all funds relating
to Loan
Group [I][II] 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 relating to Loan Group [I][II] 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
Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] 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 Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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-CE][II-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 6.02(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
[I-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-RX]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: June 1,
2006
|
|
|
First
Distribution Date:
July
25, 2006
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[
]
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE6
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-RX] Certificates with respect to a
Trust
Fund consisting primarily of a pool of conventional, closed-end first and
second
lien 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 relating
to Loan
Group [I][II], 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, 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 and as Master
Servicer 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 [I-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-RX] Certificate
will be made unless the Trustee shall have received either (i) the Opinion
of
Counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation
letter under Section 6.02 of the Agreement, in the form as described by the
Agreement, stating that the transferee is not an employee benefit or other
plan
subject to the prohibited transaction provisions of ERISA or Section 4975
of the
Code (a “Plan”), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf
of
or purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 related Certificateholders under the Agreement from time
to
time by the parties thereto with the consent of the Holders of the Class
or
Classes of related Certificates affected thereby evidencing over 50% of the
Voting Rights of such Class or Classes. Any such consent by the Holder of
this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in lieu hereof whether or not notation of such consent is made
upon
this Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the related
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 relating to Loan
Group
[I][II] created thereby (other than the obligations to make payments to related
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 relating to Loan Group [I][II] and disposition
of
all property acquired upon foreclosure or deed in lieu of foreclosure of
any
Group [I][II] Mortgage Loan and (B) the remittance of all funds relating
to Loan
Group [I][II] 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 relating to Loan Group [I][II] 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
Group
[I][II] Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Group [I][II] 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 Group [I][II] Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
earlier of (i) the expiration of 21 years after the death of certain persons
identified in the Agreement and (ii) the Latest Possible Maturity Date (as
defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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-R-1][I-R-2][I-R-3][I-RX][II-R-1][II-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
ZIP CODE STATE CITY1 PROPTYPE
------------------------------------------------------------------------------------------------------------
33610 FL Tampa Single Family
33610 FL Tampa Single Family
45044 OH Middletown Single Family
91214 CA La Crescenta Single Family
22602 VA Winchester Single Family
22602 VA Winchester Single Family
32034 FL Fernandina Beach Single Family
48227 MI DETROIT Single Family
00000 XX Wenatchee Single Family
00000 XX Wenatchee Single Family
2645 MA Harwich Single Family
48146 MI Lincoln Park Single Family
48146 MI Lincoln Park Single Family
55443 MN Brooklyn Park Single Family
86401 AZ Kingman Single Family
43023 OH Granville Single Family
43023 OH Granville Single Family
85016 AZ Phoenix PUD
00000 XX TACOMA Single Family
86314 AZ PRESCOTT VALLEY PUD
19125 PA PHILADELPHIA Single Family
48223 MI Detroit Single Family
77017 TX Houston PUD
28574 NC Richlands Single Family
90008 CA Los Angeles Condominium
76513 TX XXXXXX Single Family
76513 TX XXXXXX Single Family
19720 DE New Castle Single Family
23513 VA Norfolk Single Family
55414 MN Minneapolis Single Family
93305 CA Bakersfield 2-4 Family
6331 CT Canterbury Single Family
33064 FL Pompano Beach Single Family
44902 OH Mansfield Single Family
44312 OH Akron Single Family
33442 FL Xxxxxxxxx Xxxxx XXX
00000 OH Clay Center Single Family
45449 OH Dayton Single Family
45449 OH Dayton Single Family
43805 OH Blissfield Condominium
43608 OH Toledo Single Family
33190 FL Miami PUD
30906 GA Augusta Single Family
21206 MD Baltimore Single Family
21206 MD Baltimore Single Family
18301 PA East Stroudsburg PUD
3864 NH Ossipee Single Family
22405 VA Fredericksbrg Single Family
20772 MD Xxxxx Xxxxxxxx Xxxxxxxxx
00000 VA Alexandria Townhouse
85015 AZ Phoenix Townhouse
33027 FL Miramar Single Family
85339 AZ Laveen PUD
7083 NJ UNION Single Family
7013 NJ XXXXXXX Single Family
7203 NJ ROSELLE Single Family
10472 NY BRONX 2-4 Family
10472 NY BRONX 2-4 Family
7513 NJ PATERSON 2-4 Family
11003 NY ELMONT Single Family
7424 NJ LITTLE FALLS Single Family
10601 NY WHITE PLAINS Condominium
10601 NY WHITE PLAINS Condominium
33919 FL FORT XXXXX Single Family
7032 NJ KEARNY Single Family
11757 NY LINDENHURST Single Family
11757 NY LINDENHURST Single Family
11798 NY WYANDANCH Single Family
14094 NY LOCKPORT Single Family
8753 NJ TOMS RIVER Single Family
19135 PA Philadelphia Single Family
34116 FL Naples Single Family
20164 VA Sterling Townhouse
20164 VA Sterling Townhouse
47302 IN Muncie Single Family
93536 CA QUARTZ Hill Single Family
74035 OK Hominy Single Family
43015 OH Delaware Single Family
43015 OH Delaware Single Family
34953 FL Port Saint Lucie Single Family
44118 OH South Euclid Single Family
46814 IN Fort Xxxxx Single Family
47591 IN Vincennes Single Family
49017 MI Battle Creek Condominium
43123 OH Grove City Single Family
43123 OH Grove City Single Family
46703 IN Angola Single Family
43062 OH Pataskala Single Family
44054 OH Sheffield Lake Single Family
44054 OH Sheffield Lake Single Family
33617 FL Tampa Single Family
46226 IN Indianapolis PUD
46226 IN Indianapolis PUD
63366 MO ofallon Single Family
19054 PA LEVITTOWN Single Family
39194 MS YAZOO CITY Single Family
38111 TN MEMPHIS Single Family
8759 NJ MANCHESTER TOWNSHIP Single Family
29036 SC CHAPIN Single Family
21207 MD BALTIMORE Single Family
27103 NC WINSTON SALEM Single Family
23663 VA HAMPTON Single Family
36606 AL MOBILE Single Family
19013 PA XXXXXXX 2-4 Family
33616 FL TAMPA Single Family
19153 PA PHILADELPHIA Single Family
5468 VT XXXXXX 2-4 Family
38053 TN MILLINGTON Single Family
19148 PA PHILADELPHIA Single Family
48228 MI DETROIT Single Family
48228 MI DETROIT Single Family
11953 NY MIDDLE ISLAND Condominium
11704 NY WEST BABYLON Single Family
33884 FL WINTER HAVEN Single Family
34984 FL PORT SAINT LUCIE Single Family
90044 CA LOS ANGELES Single Family
7103 NJ NEWARK Condominium
19001 PA ABINGTON 2-4 Family
27610 NC RALEIGH 2-4 Family
48205 MI DETROIT Single Family
43607 OH TOLENDO Single Family
45238 OH CINCINNATI Single Family
48234 MI DETROIT Single Family
48009 MI BIRMINGHAM Single Family
40258 KY LOUISVILLE Single Family
62221 IL BELLEVILLE Single Family
39212 XX XXXXXXX Single Family
48221 MI DETROIT Single Family
33033 FL HOMESTEAD Single Family
38106 TN MEMPHIS Single Family
63701 MO CAPE GIRARDEAU Single Family
29461 SC MONCKS CORNER Single Family
28584 NC SWANSBORO Single Family
23860 VA HAPEWELL Single Family
14120 NY NORTH TONAWANDA Single Family
74129 OK TULSA Single Family
44120 OH SHAKER HEIGHTS 2-4 Family
11717 NY BRENTWOOD Single Family
11717 NY BRENTWOOD Single Family
23452 VA XXXXXXX XXXXX Xxxxxxxxx
00000 XX YOUNGSTOWN Single Family
19947 DE GEORGETOWN Single Family
19947 DE GEORGETOWN Single Family
46203 IN INDIANAPOLIS 2-4 Family
10467 NY BRONX 2-4 Family
19152 PA PHILADELPHIA Single Family
11798 NY WYANDANCH Single Family
11798 NY WYANDANCH Single Family
19720 DE NEW CASTLE Single Family
29445 SC GOOSE CREEK PUD
51007 IA XXXXXXX Single Family
93552 CA PALMDALE Single Family
93552 CA PALMDALE Single Family
48234 MI DETROIT Single Family
33458 FL JUPITER PUD
91406 CA VAN NUYS Single Family
4039 ME XXXX Single Family
00000 XX (XXXXXXX XXXX) LOS ANGELE Condominium
32746 FL XXXX XXXX PUD
75056 TX THE COLONY Single Family
93550 CA PALMDALE Single Family
93550 CA PALMDALE Single Family
85345 AZ PEORIA PUD
93535 CA LANCASTER Single Family
93535 CA LANCASTER Single Family
00000 XX (XXXXXXXXXXX XXXX) RIALTO Single Family
90302 CA INGLEWOOD Single Family
90032 CA LOS ANGELES Single Family
93307 CA BAKERSFIELD Single Family
21740 MD HAGERSTOWN Single Family
92377 CA RIALTO Single Family
90302 CA INGLEWOOD Single Family
98404 WA TACOMA Single Family
93550 CA PALMDALE Single Family
33054 FL OPA LOCKA Single Family
1520 MA HOLDEN Single Family
91335 CA RESEDA AREA LOS ANGELES Single Family
23237 VA RICHMOND Single Family
64062 MO XXXXXX Single Family
93309 CA BAKERSFIELD Single Family
28751 NC XXXXXX VALLEY Single Family
22968 VA RUCKERSVILLE Single Family
85308 AZ GLENDALE Single Family
91340 CA SAN XXXXXXXX Single Family
98584 WA XXXXXXX Single Family
92545 CA HEMET Single Family
97068 OR WEST LINN Single Family
92335 CA FONTANA Single Family
93550 CA PALMDALE Single Family
93560 CA ROSAMOND Single Family
85927 AZ GREER Single Family
93535 CA LANCASTER Single Family
92308 CA APPLE VALLEY Single Family
00000 XX (XXXXXX XXXX) LOS ANGELES Single Family
92236 CA COACHELLA Single Family
48185 MI WESTLAND Single Family
95350 CA MODESTO Single Family
28301 NC FAYETTEVILLE Single Family
92201 CA INDIO Condominium
91710 CA XXXXX XXX
00000 CA CHINO PUD
93535 CA LANCASTER Single Family
98030 WA KENT Condominium
98030 WA KENT Condominium
92275 CA SALTON CITY Single Family
92275 CA SALTON CITY Single Family
93280 CA WASCO Single Family
00000 XX (XXXXXX XXXX XXXX) LOS AN Single Family
95210 CA STOCKTON Single Family
93505 CA CALIFORNIA CITY Single Family
93505 CA CALIFORNIA CITY Single Family
32220 FL JACKSONVILLE Single Family
92335 CA FONTANA Single Family
80122 CO CENTENNIAL Single Family
63755 XX XXXXXXX Single Family
98903 WA YAKIMA Single Family
92881 CA CORONA Single Family
92881 CA CORONA Single Family
55025 MN FOREST LAKE PUD
98391 WA XXXXXX LAKE PUD
17404 PA YORK Single Family
17404 PA YORK Single Family
23663 VA HAMPTON Single Family
63118 MO SAINT LOUIS 2-4 Family
89142 NV LAS VEGAS Condominium
95205 CA STOCKTON Single Family
80233 CO XXXXXXXX Single Family
80116 CO FRANKTOWN Single Family
92509 CA RIVERSIDE Single Family
92251 CA IMPERIAL Single Family
80211 CO DENVER Single Family
92596 CA WINCHESTER Single Family
93277 CA VISALIA Single Family
33309 FL LAUDERDALE LAKE 2-4 Family
95953 CA LIVE OAK Single Family
95953 CA LIVE OAK Single Family
92571 CA PERRIS Single Family
91745 CA HACIENDA HEIGHT Single Family
92570 CA PERRIS Single Family
32205 FL JACKSONVILLE Single Family
95219 CA XXXXXXXX XXX
00000 CA LOMITA Single Family
93552 CA PALMDALE Single Family
95219 CA STOCKTON Condominium
23060 VA XXXX XXXXX PUD
23060 VA XXXX XXXXX PUD
86426 AZ FORT MOHAVE PUD
86426 AZ FORT MOHAVE PUD
92410 CA SAN BERNARDINO Single Family
95205 CA STOCKTON Single Family
91356 CA TARZANA (LOS AN Condominium
91356 CA TARZANA (LOS AN Condominium
95205 CA STOCKTON Single Family
92503 CA RIVERSIDE Single Family
92503 CA RIVERSIDE Single Family
33309 FL FORT LAUDERDALE Single Family
33309 FL FORT LAUDERDALE Single Family
98229 WA BELLINGHAM Single Family
89120 NV LAS VEGAS Single Family
89120 NV LAS VEGAS Single Family
32224 FL JACKSONVILLE PUD
32224 FL JACKSONVILLE PUD
93309 CA BAKERSFIELD Single Family
90620 CA BUENA PARK Single Family
92543 CA HEMET Single Family
92543 CA HEMET Single Family
93274 CA TULARE Single Family
93274 CA TULARE Single Family
85042 AZ PHOENIX PUD
89122 NV LAS VEGAS PUD
89122 NV LAS VEGAS PUD
92394 CA VICTORVILLE Single Family
92394 CA VICTORVILLE Single Family
92501 CA RIVERSIDE 2-4 Family
92501 CA RIVERSIDE 2-4 Family
92509 CA RIVERSIDE Single Family
95827 CA SACRAMENTO Single Family
95827 CA SACRAMENTO Single Family
92395 CA VICTORVILLE Single Family
92395 CA VICTORVILLE Single Family
48126 MI DEARBORN 2-4 Family
48126 MI DEARBORN 2-4 Family
95212 CA STOCKTON Single Family
92316 CA BLOOMINGTON Single Family
92316 CA BLOOMINGTON Single Family
85232 AZ FLORENCE Single Family
90047 CA LOS ANGELES Single Family
20135 VA Bluemont PUD
32811 FL Orlando Single Family
90710 CA Los Angeles Condominium
39367 MS Waynesboro Single Family
85374 AZ Surprise PUD
11701 NY Amityville Single Family
22406 VA Fredericksburg Single Family
30721 GA Xxxxxx Single Family
84107 UT SALT LAKE CITY Condominium
19380 PA West Xxxxxxx Single Family
19380 PA West Xxxxxxx Single Family
95123 CA San Xxxx Single Family
53066 WI Oconomowoc Condominium
85379 AZ Sun City Single Family
30025 GA Social Circle Single Family
30152 GA Kennesaw Single Family
30117 GA Carrollton PUD
90620 CA Buena Park Condominium
41005 KY Burlington PUD
70461 LA SLIDELL Single Family
70461 LA SLIDELL Single Family
83201 ID POCATELLO Single Family
22508 VA Locust Grove Single Family
49442 MI Muskegon Single Family
22191 VA Woodbridge Single Family
22191 VA Woodbridge Single Family
8055 NJ Medford Single Family
8055 NJ Medford Single Family
33614 FL TAMPA Single Family
28134 NC PINEVILLE PUD
29073 SC LEXINGTON Single Family
27529 NC XXXXXX PUD
30643 GA XXXXXXXX Single Family
29661 SC SIMPSONVILLE PUD
32825 FL ORLANDO PUD
32025 FL LAKE CITY Single Family
29907 SC BEAUFORT Single Family
32701 FL ALTAMONTE SPRINGS Condominium
34116 FL NAPLES Single Family
27407 NC GREENSBORO Single Family
34744 FL KISSIMMEE Single Family
46385 IN VALPARAISO PUD
29644 SC FOUNTAIN INN Single Family
96001 CA XXXXXXX Single Family
62568 IL TAYLORSVILLE Single Family
34758 FL KISSIMMEE PUD
32127 FL DAYTONA BEACH Condominium
33603 FL TAMPA Single Family
30643 GA XXXXXXXX Single Family
28546 NC JACKSONVILLE Single Family
32955 FL ROCKLEDGE PUD
29322 SC CAMPOBELLO Single Family
19904 DE DOVER Single Family
15202 PA PITTSBURGH 2-4 Family
28205 NC CHARLOTTE Single Family
32824 FL ORLANDO PUD
34743 FL KISSIMMEE Single Family
32210 FL JACKSONVILLE Single Family
29680 SC SIMPSONVILLE Single Family
28806 NC ASHVILLE Single Family
32809 FL ORLANDO PUD
34606 FL SPRING HILL Single Family
32819 FL ORLANDO Single Family
27587 NC WAKE FOREST Single Family
28540 NC JACKSONVILLE Single Family
32824 FL ORLANDO PUD
22851 VA STANLEY Single Family
30707 GA CHICKAMAUGA Single Family
30656 GA MONROE Single Family
34761 FL OCOEE Single Family
21045 MD COLUMBIA PUD
38824 XX XXXXXXX Single Family
77573 TX LEAGUE CITY Single Family
35810 AL HUNTSVILLE Single Family
48180 MI XXXXXX Single Family
76248 TX FORT WORTH Single Family
73139 OK OKLAHOMA CITY Single Family
33935 FL LABELLE Single Family
85051 AZ PHOENIX Single Family
77449 TX KATY Single Family
80229 CO DENVER Single Family
85204 AZ MESA Single Family
23851 VA FRANKLIN Single Family
65803 MO SPRINGFIELD Single Family
75228 TX DALLAS Single Family
46050 IN KIRKLIN Single Family
77545 TX FRESNO Single Family
61856 IL MONTICELLO Single Family
75060 TX IRVING Single Family
76248 TX XXXX XXXXX XXX
00000 IN INDIANAPOLIS Single Family
48532 MI FLINT Single Family
73112 OK OKLAHOMA CITY Single Family
41005 KY BURLINGTON Single Family
37207 TN NASHVILLE Single Family
38930 XX XXXXXXXXX Single Family
40214 KY LOUISVILLE Single Family
64118 MO KANSAS CITY Single Family
98155 WA SHORELINE Condominium
70374 LA LOCKPORT Single Family
80239 CO DENVER Single Family
32807 FL ORLANDO Single Family
64155 MO KANSAS CITY Single Family
77019 TX HOUSTON Single Family
66062 KS OLATHE Single Family
20901 MD SILVER SPRING PUD
77706 TX BEAUMONT Condominium
85374 AZ SURPRISE Single Family
23831 VA CHESTER Single Family
63123 MO ST. LOUIS Single Family
78245 TX SAN ANTONIO Single Family
48506 MI FLINT Single Family
80221 CO DENVER Single Family
32254 FL JACKSONVILLE Single Family
38127 TN MEMPHIS Single Family
79701 TX MIDLAND Single Family
73120 OK OKLAHOMA Single Family
75071 TX XXXXXXXX PUD
78660 TX PFLUGERVILLE Single Family
80916 CO COLORADO SPRING Condominium
74145 OK TULSA Single Family
39194 MS YAZOO CITY Single Family
35640 AL HARTSELLE Single Family
85033 AZ PHOENIX Single Family
38804 MS TUPELO Single Family
30349 GA COLLEGE PARK Single Family
98059 WA NEWCASTLE Condominium
85742 AZ TUCSON Single Family
65672 MO HOLLISTER PUD
53402 WI RACINE Single Family
70805 LA BATON ROUGE Single Family
33025 FL PEMBROKE PINES Single Family
73159 OK OKLAHOMA CITY Single Family
40356 KY NICHOLASVILLE Single Family
40216 KY LOUISVILLE Single Family
23112 VA MIDLOTHIAN Single Family
77433 TX CYPRESS Single Family
70726 LA DENHAM SPRINGS Single Family
35603 AL DECATUR Single Family
73135 OK OKLAHOMA CITY Single Family
33611 FL TAMPA Single Family
40004 KY BARDSTOWN Single Family
00000 XX XXXXXXXX Single Family
98033 WA XXXXXXXX Condominium
77449 TX KATY Single Family
89128 NV LAS VEGAS Single Family
85743 AZ MARANA Single Family
23224 VA RICHMOND Single Family
39272 XX XXXXX Single Family
77450 TX KATY Single Family
77502 TX PASADENA Single Family
48215 MI DETROIT Single Family
23227 VA RICHMOND Single Family
63026 MO FENTON Single Family
85031 AZ PHOENIX Single Family
79720 TX BIG SPRING Single Family
67226 KS WICHITA Single Family
71360 LA PINEVILLE Single Family
43610 OH TOLEDO Single Family
38860 MS OKOLONA Single Family
49341 MI ROCKFORD Single Family
63121 MO SAINT LOUIS Single Family
83255 ID XXXXX Single Family
32738 FL DELTONA Single Family
63010 MO XXXXXX Single Family
77048 TX HOUSTON Single Family
78245 TX SAN ANTONIO PUD
85713 AZ TUCON Single Family
35810 AL HUNTSVILLE Single Family
83835 ID HAYDEN Single Family
39194 MS YAZOO CITY Single Family
73105 OK OKLAHOMA CITY Single Family
00000 XX XXXXXXX XXX Single Family
39211 XX XXXXXXX Single Family
98087 WA LYNNWOOD Condominium
63116 MO ST. LOUIS Single Family
89107 NV LAS VEGAS Single Family
30363 GA ATLANTA Condominium
75019 TX COPPELL Single Family
82601 WY CASPER Single Family
35215 AL BIRMINGHAM Single Family
28025 NC CONCORD Single Family
39211 XX XXXXXXX Single Family
33009 FL HALLANDALE Single Family
85043 AZ PHOENIX Single Family
46143 IN GREENWOOD Single Family
80211 CO DENVER Single Family
39206 XX XXXXXXX Single Family
23451 VA VIRGINIA BEACH Single Family
79928 TX HORIZON CITY Single Family
85345 AZ PEORIA Single Family
39206 XX XXXXXXX Single Family
74006 OK BARTLESVILLE Single Family
64060 MO XXXXXXX Single Family
39056 XX XXXXXXX Single Family
75218 TX DALLAS Single Family
89052 NV HENDERSON Single Family
39211 XX XXXXXXX Single Family
62966 IL MURPHYSBORO Single Family
98139 WA DES MOINES Single Family
80123 CO DENVER Single Family
77066 TX HOUSTON Single Family
37211 TN NASHVILLE Single Family
38930 XX XXXXXXXXX Single Family
77014 TX HOUSTON PUD
75965 TX NACOGDOCHES Single Family
73117 OK OKLAHOMA CITY Single Family
60025 IL GLENVIEW Single Family
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33334 FL OAKLAND PARK Condominium
33334 FL OAKLAND PARK Condominium
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85027 AZ PHOENIX Single Family
85008 AZ PHOENIX Single Family
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85711 AZ TUCSON Single Family
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85009 AZ PHOENIX 2-4 Family
85032 AZ PHOENIX Single Family
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93551 CA PALMDALE PUD
90044 CA LOS ANGELES 2-4 Family
90620 CA BUENA PARK Single Family
90620 CA BUENA PARK Single Family
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92404 CA SAN BERNARDINO Single Family
92404 CA SAN BERNARDINO Single Family
34982 FL FORT XXXXXX Single Family
90746 CA XXXXXX Single Family
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30228 GA HAMPTON Single Family
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93551 CA PALMDALE PUD
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20785 MD HYATTSVILLE Single Family
21061 MD XXXX BURNIE Condominium
48602 MI SAGINAW Single Family
31730 GA CAMILLA Single Family
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64052 MO INDEPENDENCE Single Family
29302 SC SPARTANBURG Single Family
32826 FL ORLANDO Single Family
49801 MI IRON MOUNTAIN Single Family
38106 TN MEMPHIS Single Family
16301 PA OIL CITY Single Family
39301 MS MERIDIAN Single Family
39307 MS MERIDIAN Single Family
48212 MI DETROIT Single Family
48212 MI DETROIT Single Family
48342 MI PONTIAC Single Family
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11701 NY Amityville Single Family
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33030 FL Homestead Single Family
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44233 OH Hinckley Single Family
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48146 MI Lincoln Park Single Family
43232 OH Columbus Single Family
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22003 VA Annandale Townhouse
22003 VA Annandale Townhouse
33023 FL Hollywood Single Family
85711 AZ Tucson Single Family
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33440 FL Clewiston Single Family
85374 AZ Surprise PUD
33440 FL Clewiston Single Family
33613 FL Tampa Condominium
32526 FL Pensacola Single Family
27549 NC Louisburg Single Family
32811 FL Orlando Single Family
32811 FL Orlando Single Family
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48229 MI Ecorse Single Family
12946 NY Lake Placid Single Family
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33165 FL Miami Single Family
33165 FL Miami Single Family
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21225 MD Baltimore Single Family
21225 MD Baltimore Single Family
63143 MO Saint Louis PUD
63123 MO St. Louis Single Family
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84060 UT Park City Single Family
52806 IA DAVENPORT Single Family
33068 FL North Lauderdale Townhouse
93210 CA COALINGA Single Family
34231 FL SARASOTA Single Family
32703 FL APOPKA Single Family
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6082 CT ENFIELD Single Family
6770 CT NAUGATUCK 2-4 Family
6082 CT ENFIELD Single Family
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53188 WI WAUKESHA Single Family
19401 PA NORRISTOWN Single Family
55425 MN BLOOMINGTON Single Family
48708 MI BAY CITY Single Family
46975 IN ROCHESTER Single Family
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85033 AZ PHOENIX Single Family
33463 FL LAKE WORTH Single Family
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33463 FL LAKE WORTH Single Family
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21139 MD Riderwood Single Family
19720 DE New Castle Single Family
22620 VA Xxxxx Single Family
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95648 CA LINCOLN PUD
6114 CT HARTFORD Single Family
19116 PA PHILADELPHIA Single Family
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6416 CT CROMWELL Condominium
6810 CT DANBURY Condominium
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19044 PA HORSHAM Single Family
6062 CT PLAINVILLE 2-4 Family
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6810 CT DANBURY Condominium
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19145 PA PHILADELPHIA Single Family
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6114 CT HARTFORD 2-4 Family
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55422 MN CRYSTAL Single Family
55379 MN SHAKOPEE Single Family
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55014 MN XXXX LAKES Single Family
60542 IL NORTH AURORA Single Family
60641 IL CHICAGO 2-4 Family
60618 IL CHICAGO 2-4 Family
55395 MN WINSTED Single Family
55422 MN CRYSTAL Single Family
55379 MN SHAKOPEE Single Family
43065 OH XXXXXX Single Family
49507 MI GRAND RAPIDS Single Family
49426 MI HUDSONVILLE Single Family
55014 MN XXXX LAKES Single Family
53207 WI MILWAUKEE Single Family
44144 OH BROOKLYN Single Family
60409 IL CALUMET CITY Single Family
46975 IN ROCHESTER Single Family
60477 IL TINLEY PARK Single Family
43065 OH XXXXXX Single Family
53224 WI MILWAUKEE Single Family
49507 MI GRAND RAPIDS Single Family
49426 MI HUDSONVILLE Single Family
49423 MI HOLLAND Single Family
49001 MI KALAMAZOO Single Family
55054 MN NEW MARKET Single Family
60160 IL MELROSE PARK 2-4 Family
49735 MI XXXXXXX Single Family
60629 IL CHICAGO Single Family
44143 OH HIGHLAND HEIGHT Condominium
49712 MI BOYNE CITY Single Family
46992 IN WABASH Single Family
60510 IL BATAVIA Single Family
60639 IL CHICAGO Single Family
44685 OH UNIONTOWN Single Family
60561 IL DARIEN Condominium
60093 IL WINNETKA Single Family
44035 OH ELYRIA Single Family
53207 WI MILWAUKEE Single Family
62219 IL XXXXXXXXXX Single Family
49519 MI WYOMING Single Family
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92543 CA HEMET Single Family
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90723 CA PARAMOUNT Single Family
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34287 FL NORTH PORT Single Family
34288 FL NORTH PORT Single Family
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33065 FL CORAL SPRINGS Condominium
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32744 FL XXXX XXXXX Single Family
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34288 FL NORTH PORT Single Family
21122 MD PASADENA Single Family
33021 FL HOLLYWOOD Condominium
49442 MI MUSKEGON Single Family
32792 FL WINTER PARK Single Family
33169 FL MIAMI Condominium
33065 FL CORAL SPRINGS Condominium
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37411 TN CHATTANOOGA Single Family
32839 FL ORLANDO Single Family
33162 FL NORTH MIAMI BEA Single Family
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85739 AZ TUCSON Single Family
80233 CO XXXXXXXX Condominium
55038 MN CENTERVILLE Single Family
63031 MO FLORISSANT Single Family
80130 CO HIGHLANDS RANCH Single Family
80022 CO COMMERCE CITY Single Family
80016 CO AURORA PUD
77073 TX HOUSTON Single Family
88008 NM SANTA XXXXXX Single Family
77372 TX SPLENDORA Single Family
77520 TX BAYTOWN Single Family
85739 AZ TUCSON Single Family
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80233 CO XXXXXXXX Condominium
55038 MN CENTERVILLE Single Family
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43160 OH WASHINGTON COUR Single Family
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89107 NV LAS VEGAS Single Family
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85222 AZ CASA GRANDE Single Family
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63010 MO XXXXXX Single Family
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63116 MO SAINT LOUIS 2-4 Family
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30101 GA ACWORTH Single Family
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97106 OR BANKS Single Family
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34748 FL LEESBURG Single Family
34953 FL PORT ST. LUCIE Single Family
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63074 MO SAINT XXX Single Family
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75115 TX DESOTO Single Family
63367 MO LAKE SAINT LOUI Condominium
76002 TX ARLINGTON Single Family
75089 TX ROWLETT Single Family
76063 TX MANSFIELD Single Family
63136 MO DELLWOOD Single Family
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63051 MO HOUSE SPRINGS Single Family
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75040 TX GARLAND Single Family
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75048 TX SACHSE Single Family
75227 TX DALLAS Single Family
75249 TX DALLAS Single Family
76248 TX FT. WORTH Single Family
77469 TX RICHMOND Single Family
75154 TX RED OAK Single Family
76248 TX FT. WORTH Single Family
75089 TX XXXXXXX Single Family
75189 TX XXXXX CITY Single Family
75092 TX XXXXXXX Single Family
76036 TX XXXXXXX Single Family
75041 TX GARLAND Single Family
75211 TX DALLAS Single Family
76226 TX LANTANA PUD
76002 TX ARLINGTON Single Family
77429 TX CYPRESS Single Family
77083 TX HOUSTON Single Family
77009 TX HOUSTON Single Family
75051 TX GRAND PRAIRIE Single Family
76002 TX ARLINGTON Single Family
78233 TX SAN ANTONIO Single Family
77469 TX RICHMOND Single Family
78233 TX SAN ANTONIO Single Family
78109 TX CONVERSE Single Family
78577 TX PHARR Single Family
78201 TX SAN ANTONIO Single Family
78501 TX MCALLEN Single Family
78228 TX SAN ANTONIO Single Family
78414 TX CORPUS CHRISTI Single Family
77469 TX RICHMOND Single Family
78217 TX SAN ANTONIO Single Family
78014 TX COTULLA Single Family
78576 TX PENITAS Single Family
78028 TX KERRVILLE Single Family
78028 TX KERRVILLE Single Family
45067 OH TRENTON Single Family
45103 OH BATAVIA Single Family
75409 TX XXXX Single Family
77449 TX KATY Single Family
78610 TX XXXX XXX
00000 XX XXXX XXX
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45103 OH BATAVIA Single Family
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77449 TX KATY Single Family
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78610 TX BUDA PUD
77070 TX HOUSTON Single Family
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75154 TX XXX XXX XXX
00000 IN INDIANAPOLIS PUD
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85302 AZ Glendale Townhouse
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55303 MN Anoka Single Family
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00000 XX Xx. Xxxxx Xxxxxx Xxxxxx
00000 XX XXXXXXX Single Family
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92126 CA SAN DIEGO Condominium
92126 CA SAN DIEGO Condominium
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95354 CA MODESTO PUD
95354 CA MODESTO PUD
80013 CO AURORA Single Family
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91345 CA LOS ANGELES Single Family
91345 CA LOS ANGELES Single Family
95035 CA MILPITAS Single Family
95035 CA MILPITAS Single Family
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97266 OR PORTLAND Condominium
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92562 CA MURRIETA Single Family
92562 CA MURRIETA Single Family
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89104 NV LAS VEGAS Single Family
85033 AZ PHOENIX Single Family
85033 AZ PHOENIX Single Family
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94509 CA ANTIOCH Condominium
80909 CO COLORADO SPRING Single Family
94509 CA ANTIOCH Condominium
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00000 XX XXXXXXXXX PUD
00000 XX XXXXXXXXX PUD
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93505 CA CALIFORNIA CITY Single Family
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30040 GA CUMMING PUD
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30052 GA LOGANVILLE Single Family
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30087 GA STONE MOUNTAIN PUD
30134 GA DOUGLASVILLE PUD
30135 GA DOUGLASVILLE Single Family
30058 GA LITHONIA Single Family
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10601 NY WHITE PLAINS Condominium
10538 NY LARCHMONT Condominium
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92503 CA Riverside PUD
92503 CA Riverside PUD
ZIP_CODE CURRENT_GROSS SERV_FEE LPMI TRUSTFEE MSERV
_COUPON
--------------------------------------------------------------------------------------------------------------------
33610 12.58 0.5 0 0.004 0
33610 9.17 0.5 0 0.004 0
45044 10.78 0.5 0 0.004 0
91214 7.75 0.5 0 0.004 0
22602 12.125 0.5 0 0.004 0
22602 8.75 0.5 0 0.004 0
32034 10.25 0.5 0 0.004 0
48227 9.76 0.5 0 0.004 0
98801 11.42 0.5 0 0.004 0
98801 8.38 0.5 0 0.004 0
2645 8.96 0.5 0 0.004 0
48146 12.92 0.5 0 0.004 0
48146 10.19 0.5 0 0.004 0
55443 11.5 0.5 0 0.004 0
86401 8.3 0.5 0 0.004 0
43023 12.01 0.5 0 0.004 0
43023 9.13 0.5 0 0.004 0
85016 9.98 0.5 0 0.004 0
98445 7.75 0.5 0 0.004 0
86314 7.375 0.5 0 0.004 0
19125 8 0.5 0 0.004 0
48223 9.55 0.5 0 0.004 0
77017 8.8 0.5 0 0.004 0
28574 8.575 0.5 0 0.004 0
90008 8.44 0.5 0 0.004 0
76513 11.625 0.5 0 0.004 0
76513 8.375 0.5 0 0.004 0
19720 8.65 0.5 0 0.004 0
23513 8.875 0.5 0 0.004 0
55414 9.735 0.5 0 0.004 0
93305 9.3 0.5 0 0.004 0
6331 7.45 0.5 0 0.004 0
33064 7.55 0.5 0 0.004 0
44902 7.875 0.5 0 0.004 0
44312 8.7 0.5 0 0.004 0
33442 7.79 0.5 0 0.004 0
43408 9.75 0.5 0 0.004 0
45449 11.67 0.5 0 0.004 0
45449 7.58 0.5 0 0.004 0
43805 8.35 0.5 0 0.004 0
43608 9.59 0.5 0 0.004 0
33190 9.64 0.5 0 0.004 0
30906 9.875 0.5 0 0.004 0
21206 11.51 0.5 0 0.004 0
21206 9.075 0.5 0 0.004 0
18301 9.9 0.5 0 0.004 0
3864 8.875 0.5 0 0.004 0
22405 8.5 0.5 0 0.004 0
20772 11.375 0.5 0 0.004 0
22314 8.75 0.5 0 0.004 0
85015 9.625 0.5 0 0.004 0
33027 10.95 0.5 0 0.004 0
85339 8.23 0.5 0 0.004 0
7083 6.99 0.5 0 0.004 0
7013 7.5 0.5 0 0.004 0
7203 9.5 0.5 0 0.004 0
10472 12.395 0.5 0 0.004 0
10472 8.68 0.5 0 0.004 0
7513 8.65 0.5 0 0.004 0
11003 9.775 0.5 0 0.004 0
7424 8.65 0.5 0 0.004 0
10601 12.125 0.5 0 0.004 0
10601 9.7 0.5 0 0.004 0
33919 8.99 0.5 0 0.004 0
7032 8.15 0.5 0 0.004 0
11757 11.957 0.5 0 0.004 0
11757 7.675 0.5 0 0.004 0
11798 8.99 0.5 0 0.004 0
14094 9.475 0.5 0 0.004 0
8753 10.7 0.5 0 0.004 0
19135 8.375 0.5 0 0.004 0
34116 8.18 0.5 0 0.004 0
20164 12.375 0.5 0 0.004 0
20164 8.25 0.5 0 0.004 0
47302 8.34 0.5 0 0.004 0
93536 8.25 0.5 0 0.004 0
74035 9.8 0.5 0 0.004 0
43015 12.99 0.5 0 0.004 0
43015 9.2 0.5 0 0.004 0
34953 6.99 0.5 0 0.004 0
44118 8.1 0.5 0 0.004 0
46814 7.99 0.5 0 0.004 0
47591 8.5 0.5 0 0.004 0
49017 9.69 0.5 0 0.004 0
43123 11.95 0.5 0 0.004 0
43123 7.3 0.5 0 0.004 0
46703 7.4 0.5 0 0.004 0
43062 8.5 0.5 0 0.004 0
44054 11.95 0.5 0 0.004 0
44054 7.29 0.5 0 0.004 0
33617 7.89 0.5 0 0.004 0
46226 9.99 0.5 0 0.004 0
46226 9.99 0.5 0 0.004 0
63366 10.72 0.5 0 0.004 0
19054 10.85 0.5 0 0.004 0
39194 11.15 0.5 0 0.004 0
38111 11.3 0.5 0 0.004 0
8759 9.55 0.5 0 0.004 0
29036 10 0.5 0 0.004 0
21207 8.4 0.5 0 0.004 0
27103 10.99 0.5 0 0.004 0
23663 10.875 0.5 0 0.004 0
36606 11.75 0.5 0 0.004 0
19013 10.9 0.5 0 0.004 0
33616 9.5 0.5 0 0.004 0
19153 9.65 0.5 0 0.004 0
5468 8.75 0.5 0 0.004 0
38053 11.1 0.5 0 0.004 0
19148 8.7 0.5 0 0.004 0
48228 13.5 0.5 0 0.004 0
48228 9.85 0.5 0 0.004 0
11953 11.95 0.5 0 0.004 0
11704 11.05 0.5 0 0.004 0
33884 7.25 0.5 0 0.004 0
34984 10.2 0.5 0 0.004 0
90044 10 0.5 0 0.004 0
7103 9.15 0.5 0 0.004 0
19001 9.95 0.5 0 0.004 0
27610 9.55 0.5 0 0.004 0
48205 9.8 0.5 0 0.004 0
43607 9.55 0.5 0 0.004 0
45238 10.5 0.5 0 0.004 0
48234 10.7 0.5 0 0.004 0
48009 10.8 0.5 0 0.004 0
40258 8.85 0.5 0 0.004 0
62221 9.5 0.5 0 0.004 0
39212 10.85 0.5 0 0.004 0
48221 10.95 0.5 0 0.004 0
33033 10.4 0.5 0 0.004 0
38106 10.1 0.5 0 0.004 0
63701 11.15 0.5 0 0.004 0
29461 11.45 0.5 0 0.004 0
28584 10.95 0.5 0 0.004 0
23860 9.9 0.5 0 0.004 0
14120 10.6 0.5 0 0.004 0
74129 11.7 0.5 0 0.004 0
44120 11.4 0.5 0 0.004 0
11717 13 0.5 0 0.004 0
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60618 7.9 0.5 0 0.004 0
55395 7.4 0.5 0 0.004 0
55422 10.12 0.5 0 0.004 0
55379 10.12 0.5 0 0.004 0
43065 12.5 0.5 0 0.004 0
49507 12.9 0.5 0 0.004 0
49426 12.9 0.5 0 0.004 0
55014 10.12 0.5 0 0.004 0
53207 13.5 0.5 0 0.004 0
44144 8.99 0.5 0 0.004 0
60409 10 0.5 0 0.004 0
46975 8.75 0.5 0 0.004 0
60477 8.15 0.5 0 0.004 0
43065 7.95 0.5 0 0.004 0
53224 9.65 0.5 0 0.004 0
49507 8.75 0.5 0 0.004 0
49426 8.875 0.5 0 0.004 0
49423 8 0.5 0 0.004 0
49001 7.99 0.5 0 0.004 0
55054 8.99 0.5 0 0.004 0
60160 8.65 0.5 0 0.004 0
49735 9.625 0.5 0 0.004 0
60629 9.05 0.5 0 0.004 0
44143 9.99 0.5 0 0.004 0
49712 8.35 0.5 0 0.004 0
46992 8.75 0.5 0 0.004 0
60510 9.45 0.5 0 0.004 0
60639 8.8 0.5 0 0.004 0
44685 8.275 0.5 0 0.004 0
60561 9.65 0.5 0 0.004 0
60093 7.99 0.5 0 0.004 0
44035 10.85 0.5 0 0.004 0
53207 7.87 0.5 0 0.004 0
62219 10 0.5 0 0.004 0
49519 8.125 0.5 0 0.004 0
48060 8.99 0.5 0 0.004 0
44333 8.99 0.5 0 0.004 0
53913 9.45 0.5 0 0.004 0
60631 9 0.5 0 0.004 0
60610 8.65 0.5 0 0.004 0
55433 7.99 0.5 0 0.004 0
89109 6.875 0.5 0 0.004 0
98405 8.85 0.5 0 0.004 0
92553 8 0.5 0 0.004 0
90723 8.45 0.5 0 0.004 0
92236 9.25 0.5 0 0.004 0
92543 7.65 0.5 0 0.004 0
92220 11.3 0.5 0 0.004 0
90723 12.25 0.5 0 0.004 0
91767 12.5 0.5 0 0.004 0
92220 6.85 0.5 0 0.004 0
92707 7.9 0.5 0 0.004 0
98058 7 0.5 0 0.004 0
98682 9.875 0.5 0 0.004 0
91767 6.8 0.5 0 0.004 0
93561 8 0.5 0 0.004 0
93637 8.15 0.5 0 0.004 0
92337 6.9 0.5 0 0.004 0
34286 8.625 0.5 0 0.004 0
22015 7.15 0.5 0 0.004 0
34287 12.15 0.5 0 0.004 0
34288 12.65 0.5 0 0.004 0
32792 12.15 0.5 0 0.004 0
33169 12.9 0.5 0 0.004 0
33065 12.9 0.5 0 0.004 0
21133 13.5 0.5 0 0.004 0
33162 12.75 0.5 0 0.004 0
34287 7.99 0.5 0 0.004 0
32744 7.45 0.5 0 0.004 0
34769 8.95 0.5 0 0.004 0
34288 8.9 0.5 0 0.004 0
21122 7.99 0.5 0 0.004 0
33021 7.4 0.5 0 0.004 0
49442 10.49 0.5 0 0.004 0
32792 8.3 0.5 0 0.004 0
33169 9.3 0.5 0 0.004 0
33065 8.65 0.5 0 0.004 0
21133 8.9 0.5 0 0.004 0
37411 9.99 0.5 0 0.004 0
32839 8.35 0.5 0 0.004 0
33162 8.99 0.5 0 0.004 0
28278 8.9 0.5 0 0.004 0
80016 13.15 0.5 0 0.004 0
85739 11.9 0.5 0 0.004 0
80233 10.45 0.5 0 0.004 0
55038 9.74 0.5 0 0.004 0
63031 8.5 0.5 0 0.004 0
80130 8.2 0.5 0 0.004 0
80022 7.95 0.5 0 0.004 0
80016 9.1 0.5 0 0.004 0
77073 10.18 0.5 0 0.004 0
88008 9.9 0.5 0 0.004 0
77372 9.55 0.5 0 0.004 0
77520 9.95 0.5 0 0.004 0
85739 7.5 0.5 0 0.004 0
77550 9.35 0.5 0 0.004 0
80233 6.875 0.5 0 0.004 0
55038 6.495 0.5 0 0.004 0
43617 13.05 0.5 0 0.004 0
43617 8.85 0.5 0 0.004 0
43160 8.95 0.5 0 0.004 0
89107 8.1 0.5 0 0.004 0
80113 8.9 0.5 0 0.004 0
85225 10.95 0.5 0 0.004 0
89107 12.9 0.5 0 0.004 0
85043 12.99 0.5 0 0.004 0
85222 10.95 0.5 0 0.004 0
85037 10.4 0.5 0 0.004 0
39272 12.85 0.5 0 0.004 0
85363 12.55 0.5 0 0.004 0
66102 8.49 0.5 0 0.004 0
77445 8.9 0.5 0 0.004 0
85225 7 0.5 0 0.004 0
89032 8.99 0.5 0 0.004 0
77354 8.5 0.5 0 0.004 0
66061 9.99 0.5 0 0.004 0
63010 8.4 0.5 0 0.004 0
77386 8.5 0.5 0 0.004 0
85043 7.99 0.5 0 0.004 0
63116 10.05 0.5 0 0.004 0
77015 9.9 0.5 0 0.004 0
30101 8.95 0.5 0 0.004 0
68107 10.9 0.5 0 0.004 0
64127 10.6 0.5 0 0.004 0
85015 7.25 0.5 0 0.004 0
85222 8.15 0.5 0 0.004 0
97106 8.8 0.5 0 0.004 0
63138 9.99 0.5 0 0.004 0
48504 9.65 0.5 0 0.004 0
85239 8.9 0.5 0 0.004 0
85303 7.85 0.5 0 0.004 0
85037 8.4 0.5 0 0.004 0
85035 7.49 0.5 0 0.004 0
77068 10.99 0.5 0 0.004 0
39272 8.1 0.5 0 0.004 0
85363 8.55 0.5 0 0.004 0
98387 7.65 0.5 0 0.004 0
85379 7.95 0.5 0 0.004 0
33756 8.9 0.5 0 0.004 0
33066 8.5 0.5 0 0.004 0
33178 7.99 0.5 0 0.004 0
33321 9.65 0.5 0 0.004 0
34748 8.85 0.5 0 0.004 0
34953 9.75 0.5 0 0.004 0
33311 9.75 0.5 0 0.004 0
33055 8.15 0.5 0 0.004 0
33150 8.8 0.5 0 0.004 0
33331 7.75 0.5 0 0.004 0
38632 7.625 0.5 0 0.004 0
75040 11.3 0.5 0 0.004 0
75048 11.2 0.5 0 0.004 0
75227 12.15 0.5 0 0.004 0
75249 11.2 0.5 0 0.004 0
76248 11.2 0.5 0 0.004 0
77469 11.2 0.5 0 0.004 0
75189 11.2 0.5 0 0.004 0
75092 11.2 0.5 0 0.004 0
63074 10.1 0.5 0 0.004 0
77469 9.85 0.5 0 0.004 0
75115 7.95 0.5 0 0.004 0
63367 9.97 0.5 0 0.004 0
76002 9.9 0.5 0 0.004 0
75089 10.15 0.5 0 0.004 0
76063 8.65 0.5 0 0.004 0
63136 9.95 0.5 0 0.004 0
76148 9.79 0.5 0 0.004 0
63051 9.9 0.5 0 0.004 0
75216 10.85 0.5 0 0.004 0
75040 8.6 0.5 0 0.004 0
75150 9.5 0.5 0 0.004 0
75048 8.9 0.5 0 0.004 0
75227 8.988 0.5 0 0.004 0
75249 7.99 0.5 0 0.004 0
76248 7.85 0.5 0 0.004 0
77469 8.5 0.5 0 0.004 0
75154 9.65 0.5 0 0.004 0
76248 7.45 0.5 0 0.004 0
75089 8.65 0.5 0 0.004 0
75189 8.7 0.5 0 0.004 0
75092 8.6 0.5 0 0.004 0
76036 9.8 0.5 0 0.004 0
75041 9.45 0.5 0 0.004 0
75211 10.75 0.5 0 0.004 0
76226 9.625 0.5 0 0.004 0
76002 11.35 0.5 0 0.004 0
77429 8.6 0.5 0 0.004 0
77083 9.65 0.5 0 0.004 0
77009 10.6 0.5 0 0.004 0
75051 9.2 0.5 0 0.004 0
76002 8.625 0.5 0 0.004 0
78233 10.5 0.5 0 0.004 0
77469 11.3 0.5 0 0.004 0
78233 7.6 0.5 0 0.004 0
78109 8.5 0.5 0 0.004 0
78577 9.99 0.5 0 0.004 0
78201 8.85 0.5 0 0.004 0
78501 9.85 0.5 0 0.004 0
78228 10.85 0.5 0 0.004 0
78414 11.5 0.5 0 0.004 0
77469 8.2 0.5 0 0.004 0
78217 9.5 0.5 0 0.004 0
78014 9.75 0.5 0 0.004 0
78576 9.45 0.5 0 0.004 0
78028 8.75 0.5 0 0.004 0
78028 9.45 0.5 0 0.004 0
45067 8.75 0.5 0 0.004 0
45103 11.25 0.5 0 0.004 0
75409 12.65 0.5 0 0.004 0
77449 11.2 0.5 0 0.004 0
78610 11.45 0.5 0 0.004 0
78610 12.25 0.5 0 0.004 0
46168 11.1 0.5 0 0.004 0
75154 12.55 0.5 0 0.004 0
45103 8 0.5 0 0.004 0
75409 7.55 0.5 0 0.004 0
77449 9.55 0.5 0 0.004 0
77449 10.1 0.5 0 0.004 0
78610 6.65 0.5 0 0.004 0
77070 9.275 0.5 0 0.004 0
78610 7.25 0.5 0 0.004 0
75126 8.2 0.5 0 0.004 0
75182 7.2 0.5 0 0.004 0
46168 8 0.5 0 0.004 0
75154 6.85 0.5 0 0.004 0
46239 8.25 0.5 0 0.004 0
32707 8.4 0.5 0 0.004 0
90222 8.625 0.5 0 0.004 0
85302 12.52 0.5 0 0.004 0
85302 9.33 0.5 0 0.004 0
89148 11.56 0.5 0 0.004 0
89108 9.43 0.5 0 0.004 0
55303 7.54 0.5 0 0.004 0
85053 9.43 0.5 0 0.004 0
63116 8.88 0.5 0 0.004 0
91762 7.4 0.5 0 0.004 0
94587 7.99 0.5 0 0.004 0
92126 11.75 0.5 0 0.004 0
92126 6.65 0.5 0 0.004 0
92345 8.8 0.5 0 0.004 0
95354 10.95 0.5 0 0.004 0
95354 6.95 0.5 0 0.004 0
80013 7.75 0.5 0 0.004 0
95820 7.45 0.5 0 0.004 0
91345 12.5 0.5 0 0.004 0
91345 7.99 0.5 0 0.004 0
95035 12.25 0.5 0 0.004 0
95035 8.05 0.5 0 0.004 0
97266 12.75 0.5 0 0.004 0
97266 7.95 0.5 0 0.004 0
92260 7.75 0.5 0 0.004 0
92562 12.5 0.5 0 0.004 0
92562 8.45 0.5 0 0.004 0
89104 12.3 0.5 0 0.004 0
89104 7.9 0.5 0 0.004 0
85033 12.5 0.5 0 0.004 0
85033 8.45 0.5 0 0.004 0
92020 6.75 0.5 0 0.004 0
95320 9.05 0.5 0 0.004 0
85308 7.75 0.5 0 0.004 0
94509 12.5 0.5 0 0.004 0
94509 8.45 0.5 0 0.004 0
80909 8.3 0.5 0 0.004 0
94509 8.95 0.5 0 0.004 0
94014 7.9 0.5 0 0.004 0
95695 11.99 0.5 0 0.004 0
85382 8.25 0.5 0 0.004 0
98223 11.85 0.5 0 0.004 0
98223 7.1 0.5 0 0.004 0
97211 6.55 0.5 0 0.004 0
95838 8.05 0.5 0 0.004 0
90062 7.625 0.5 0 0.004 0
85323 9.25 0.5 0 0.004 0
85043 7.45 0.5 0 0.004 0
93505 12.5 0.5 0 0.004 0
93505 7.75 0.5 0 0.004 0
95833 7.85 0.5 0 0.004 0
93004 9.25 0.5 0 0.004 0
83814 10.7 0.5 0 0.004 0
90247 7.99 0.5 0 0.004 0
93241 9.2 0.5 0 0.004 0
75163 8.53 0.5 0 0.004 0
55079 9.155 0.5 0 0.004 0
23236 7.4 0.5 0 0.004 0
55423 12.27 0.5 0 0.004 0
55423 8.055 0.5 0 0.004 0
49423 9.875 0.5 0 0.004 0
28677 14.125 0.5 0 0.004 0
92869 8.845 0.5 0 0.004 0
55104 7.025 0.5 0 0.004 0
90059 9.25 0.5 0 0.004 0
30680 7.24 0.5 0 0.004 0
30656 12.29 0.5 0 0.004 0
30656 8.035 0.5 0 0.004 0
28208 7.5 0.5 0 0.004 0
30157 7.72 0.5 0 0.004 0
30296 9.305 0.5 0 0.004 0
31064 7.85 0.5 0 0.004 0
30248 9.73 0.5 0 0.004 0
30233 7.975 0.5 0 0.004 0
30228 12.325 0.5 0 0.004 0
30228 8.125 0.5 0 0.004 0
30040 11.825 0.5 0 0.004 0
30096 11.715 0.5 0 0.004 0
30040 8.54 0.5 0 0.004 0
30096 7.305 0.5 0 0.004 0
30114 10.955 0.5 0 0.004 0
30114 7.645 0.5 0 0.004 0
30093 7.6 0.5 0 0.004 0
30014 8.595 0.5 0 0.004 0
30252 8.245 0.5 0 0.004 0
30097 10.635 0.5 0 0.004 0
30024 8.49 0.5 0 0.004 0
30034 7.99 0.5 0 0.004 0
30260 8.615 0.5 0 0.004 0
30238 11.36 0.5 0 0.004 0
30238 7.52 0.5 0 0.004 0
30107 8.885 0.5 0 0.004 0
30052 8.1 0.5 0 0.004 0
30263 7.855 0.5 0 0.004 0
30087 9.48 0.5 0 0.004 0
30134 8.975 0.5 0 0.004 0
30135 9.22 0.5 0 0.004 0
30058 12.2 0.5 0 0.004 0
30058 7.54 0.5 0 0.004 0
30044 8.255 0.5 0 0.004 0
30349 7.98 0.5 0 0.004 0
30349 7.23 0.5 0 0.004 0
30349 8.225 0.5 0 0.004 0
30011 7.845 0.5 0 0.004 0
30720 7.865 0.5 0 0.004 0
30349 8.66 0.5 0 0.004 0
30349 7.475 0.5 0 0.004 0
30296 6.975 0.5 0 0.004 0
30349 11.825 0.5 0 0.004 0
30349 7.54 0.5 0 0.004 0
30083 9.225 0.5 0 0.004 0
55313 10.265 0.5 0 0.004 0
93536 7.25 0.5 0 0.004 0
85306 10.93 0.5 0 0.004 0
85306 7.52 0.5 0 0.004 0
28227 10.375 0.5 0 0.004 0
87114 9.75 0.5 0 0.004 0
33322 9 0.5 0 0.004 0
23116 11.75 0.5 0 0.004 0
60586 9.906 0.5 0 0.004 0
63034 10.25 0.5 0 0.004 0
20112 9.13 0.5 0 0.004 0
85710 7.25 0.5 0 0.004 0
29369 8.35 0.5 0 0.004 0
85015 8.315 0.5 0 0.004 0
19148 9.05 0.5 0 0.004 0
63021 6.875 0.5 0 0.004 0
32771 10.76 0.5 0 0.004 0
20011 6.65 0.5 0 0.004 0
11377 11 0.5 0 0.004 0
11377 7.87 0.5 0 0.004 0
10601 11 0.5 0 0.004 0
10601 7.62 0.5 0 0.004 0
10538 7.125 0.5 0 0.004 0
78244 8.05 0.5 0 0.004 0
98362 10.08 0.5 0 0.004 0
89031 7.99 0.5 0 0.004 0
15904 9.99 0.5 0 0.004 0
92503 11.51 0.5 0 0.004 0
92503 8.35 0.5 0 0.004 0
ZIP_CODE CURRENT_ MATURITY STATED_ORIGINAL STATED_
NET_COUPON _DATE _TERM REM_TERM
-------------------------------------------------------------------------------------------------------------------
33610 12.076 20260501 240 239
33610 8.666 20360501 360 359
45044 10.276 20360501 360 359
91214 7.246 20360501 360 359
22602 11.621 20210501 180 179
22602 8.246 20360501 360 359
32034 9.746 20360501 360 359
48227 9.256 20360501 360 359
98801 10.916 20210501 180 179
98801 7.876 20360501 360 359
2645 8.456 20360601 360 360
48146 12.416 20360501 360 359
48146 9.686 20360501 360 359
55443 10.996 20360401 360 358
86401 7.796 20360501 360 359
43023 11.506 20360501 360 359
43023 8.626 20360501 360 359
85016 9.476 20360501 360 359
98445 7.246 20360501 360 359
86314 6.871 20360501 360 359
19125 7.496 20360501 360 359
48223 9.046 20360501 360 359
77017 8.296 20360501 360 359
28574 8.071 20360501 360 359
90008 7.936 20360501 360 359
76513 11.121 20210401 180 178
76513 7.871 20360401 360 358
19720 8.146 20360501 360 359
23513 8.371 20360601 360 360
55414 9.231 20360501 360 359
93305 8.796 20360501 360 359
6331 6.946 20360501 360 359
33064 7.046 20360501 360 359
44902 7.371 20360501 360 359
44312 8.196 20360501 360 359
33442 7.286 20360501 360 359
43408 9.246 20360501 360 359
45449 11.166 20260501 240 239
45449 7.076 20360501 360 359
43805 7.846 20360401 360 358
43608 9.086 20360401 360 358
33190 9.136 20360501 360 359
30906 9.371 20360501 360 359
21206 11.006 20360501 360 359
21206 8.571 20360501 360 359
18301 9.396 20360501 360 359
3864 8.371 20360501 360 359
22405 7.996 20360501 360 359
20772 10.871 20360501 360 359
22314 8.246 20360501 360 359
85015 9.121 20360501 360 359
33027 10.446 20360501 360 359
85339 7.726 20360501 360 359
7083 6.486 20360501 360 359
7013 6.996 20360501 360 359
7203 8.996 20360501 360 359
10472 11.891 20210501 180 179
10472 8.176 20360501 360 359
7513 8.146 20360501 360 359
11003 9.271 20360501 360 359
7424 8.146 20360501 360 359
10601 11.621 20210401 180 178
10601 9.196 20360401 360 358
33919 8.486 20360501 360 359
7032 7.646 20360501 360 359
11757 11.453 20360501 360 359
11757 7.171 20360501 360 359
11798 8.486 20360401 360 358
14094 8.971 20360401 360 358
8753 10.196 20360101 360 355
19135 7.871 20360501 360 359
34116 7.676 20360501 360 359
20164 11.871 20360501 360 359
20164 7.746 20360501 360 359
47302 7.836 20360501 360 359
93536 7.746 20360501 360 359
74035 9.296 20360501 360 359
43015 12.486 20210501 180 179
43015 8.696 20360501 360 359
34953 6.486 20360501 360 359
44118 7.596 20360401 360 358
46814 7.486 20360501 360 359
47591 7.996 20360501 360 359
49017 9.186 20360501 360 359
43123 11.446 20360501 360 359
43123 6.796 20360501 360 359
46703 6.896 20360401 360 358
43062 7.996 20360501 360 359
44054 11.446 20260501 240 239
44054 6.786 20360501 360 359
33617 7.386 20360501 360 359
46226 9.486 20360501 360 359
46226 9.486 20360501 360 359
63366 10.216 20360501 360 359
19054 10.346 20360501 360 359
39194 10.646 20360501 360 359
38111 10.796 20360401 360 358
8759 9.046 20360401 360 358
29036 9.496 20360401 360 358
21207 7.896 20360401 360 358
27103 10.486 20360401 360 358
23663 10.371 20360401 360 358
36606 11.246 20360401 360 358
19013 10.396 20360501 360 359
33616 8.996 20360501 360 359
19153 9.146 20360401 360 358
5468 8.246 20360401 360 358
38053 10.596 20360401 360 358
19148 8.196 20360401 360 358
48228 12.996 20210401 180 178
48228 9.346 20360401 360 358
11953 11.446 20360501 360 359
11704 10.546 20360401 360 358
33884 6.746 20360401 360 358
34984 9.696 20360401 360 358
90044 9.496 20360501 360 359
7103 8.646 20360401 360 358
19001 9.446 20360401 360 358
27610 9.046 20360401 360 358
48205 9.296 20360401 360 358
43607 9.046 20360401 360 358
45238 9.996 20360401 360 358
48234 10.196 20360401 360 358
48009 10.296 20360401 360 358
40258 8.346 20360401 360 358
62221 8.996 20360401 360 358
39212 10.346 20360401 360 358
48221 10.446 20360401 360 358
33033 9.896 20360401 360 358
38106 9.596 20360401 360 358
63701 10.646 20360401 360 358
29461 10.946 20360401 360 358
28584 10.446 20360401 360 358
23860 9.396 20360301 360 357
14120 10.096 20360401 360 358
74129 11.196 20360401 360 358
44120 10.896 20360501 360 359
11717 12.496 20210401 180 178
11717 9.046 20360401 360 358
23452 8.846 20360401 360 358
44505 9.396 20360401 360 358
19947 11.996 20210301 180 177
19947 7.796 20360301 360 357
46203 10.546 20360301 360 357
10467 10.946 20360301 360 357
19152 9.696 20360301 360 357
11798 12.796 20210401 180 178
11798 8.946 20360401 360 358
19720 10.096 20360401 360 358
29445 8.046 20360401 360 358
51007 9.496 20360401 360 358
93552 10.996 20210401 180 178
93552 7.746 20360401 360 358
48234 10.246 20360501 360 359
33458 7.996 20360401 360 358
91406 7.121 20360401 360 358
4039 8.746 20360401 360 358
91331 6.486 20360401 360 358
32746 7.621 20360401 360 358
75056 7.121 20360401 360 358
93550 10.996 20210401 180 178
93550 7.871 20360401 360 358
85345 7.121 20360401 360 358
93535 10.996 20210401 180 178
93535 7.621 20360401 360 358
92316 6.496 20360401 360 358
90302 10.746 20210401 180 178
90032 8.371 20360401 360 358
93307 7.496 20360401 360 358
21740 7.121 20360401 360 358
92377 7.371 20360401 360 358
90302 7.486 20360401 360 358
98404 6.746 20360401 360 358
93550 7.371 20360401 360 358
33054 8.496 20360401 360 358
1520 8.496 20360401 360 358
91335 7.621 20360401 360 358
23237 7.246 20360401 360 358
64062 6.996 20360401 360 358
93309 7.621 20360401 360 358
28751 9.371 20360401 360 358
22968 8.496 20360401 360 358
85308 9.746 20360401 360 358
91340 7.996 20360401 360 358
98584 7.371 20360401 360 358
92545 7.621 20360401 360 358
97068 8.121 20360401 360 358
92335 7.996 20360301 360 357
93550 8.371 20360401 360 358
93560 7.371 20360401 360 358
85927 7.996 20360401 360 358
93535 8.246 20360401 360 358
92308 8.746 20360401 360 358
91331 7.746 20360301 360 357
92236 7.996 20360401 360 358
48185 6.746 20360401 360 358
95350 7.246 20360401 360 358
28301 11.121 20360301 360 357
92201 7.746 20360401 360 358
91710 9.996 20210401 180 178
91710 7.996 20360401 360 358
93535 7.246 20360301 360 357
98030 8.746 20210401 180 178
98030 6.986 20360401 360 358
92275 10.746 20210401 180 178
92275 8.371 20360401 360 358
93280 7.371 20360401 360 358
91303 6.996 20360401 360 358
95210 7.246 20360301 360 357
93505 10.496 20210401 180 178
93505 7.871 20360401 360 358
32220 8.196 20360401 360 358
92335 6.996 20360401 360 358
80122 7.246 20360401 360 358
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60561 9.146 20360301 360 357
60093 7.486 20360301 360 357
44035 10.346 20360301 360 357
53207 7.366 20360301 360 357
62219 9.496 20360201 360 356
49519 7.621 20360301 360 357
48060 8.486 20360201 360 356
44333 8.486 20360201 360 356
53913 8.946 20360201 360 356
60631 8.496 20360201 360 356
60610 8.146 20360201 360 356
55433 7.486 20360101 360 355
89109 6.371 20360301 360 357
98405 8.346 20360301 360 357
92553 7.496 20360301 360 357
90723 7.946 20360201 360 356
92236 8.746 20360201 360 356
92543 7.146 20360301 360 357
92220 10.796 20210301 180 177
90723 11.746 20210201 180 176
91767 11.996 20210201 180 176
92220 6.346 20360301 360 357
92707 7.396 20360301 360 357
98058 6.496 20360201 360 356
98682 9.371 20360201 360 356
91767 6.296 20360201 360 356
93561 7.496 20360201 360 356
93637 7.646 20360201 360 356
92337 6.396 20360201 360 356
34286 8.121 20360301 360 357
22015 6.646 20360301 360 357
34287 11.646 20210401 180 178
34288 12.146 20210201 180 176
32792 11.646 20210201 180 176
33169 12.396 20210201 180 176
33065 12.396 20210201 180 176
21133 12.996 20210201 180 176
33162 12.246 20210201 180 176
34287 7.486 20360401 360 358
32744 6.946 20360301 360 357
34769 8.446 20360201 360 356
34288 8.396 20360201 360 356
21122 7.486 20360301 360 357
33021 6.896 20360401 360 358
49442 9.986 20360301 360 357
32792 7.796 20360201 360 356
33169 8.796 20360201 360 356
33065 8.146 20360201 360 356
21133 8.396 20360201 360 356
37411 9.486 20360301 360 357
32839 7.846 20351201 360 354
33162 8.486 20360201 360 356
28278 8.396 20360101 360 355
80016 12.646 20210201 180 176
85739 11.396 20210101 180 175
80233 9.946 20201101 180 173
55038 9.236 20201001 180 172
63031 7.996 20360301 360 357
80130 7.696 20360301 360 357
80022 7.446 20360301 360 357
80016 8.596 20360201 360 356
77073 9.676 20360201 360 356
88008 9.396 20360201 360 356
77372 9.046 20360201 360 356
77520 9.446 20360201 360 356
85739 6.996 20360101 360 355
77550 8.846 20351201 360 354
80233 6.371 20351101 360 353
55038 5.991 20351001 360 352
43617 12.546 20210201 180 176
43617 8.346 20360201 360 356
43160 8.446 20351101 360 353
89107 7.596 20360301 360 357
80113 8.396 20360301 360 357
85225 10.446 20210301 180 177
89107 12.396 20210301 180 177
85043 12.486 20210301 180 177
85222 10.446 20210201 180 176
85037 9.896 20210301 180 177
39272 12.346 20201201 180 174
85363 12.046 20201201 180 174
66102 7.986 20210401 180 178
77445 8.396 20360301 360 357
85225 6.496 20360301 360 357
89032 8.486 20360301 360 357
77354 7.996 20360301 360 357
66061 9.486 20360301 360 357
63010 7.896 20360301 360 357
77386 7.996 20360301 360 357
85043 7.486 20360301 360 357
63116 9.546 20360301 360 357
77015 9.396 20360301 360 357
30101 8.446 20360301 360 357
68107 10.396 20360301 360 357
64127 10.096 20360301 360 357
85015 6.746 20360301 360 357
85222 7.646 20360201 360 356
97106 8.296 20360301 360 357
63138 9.486 20360201 360 356
48504 9.146 20360301 360 357
85239 8.396 20360301 360 357
85303 7.346 20360201 360 356
85037 7.896 20360301 360 357
85035 6.986 20360201 360 356
77068 10.486 20360201 360 356
39272 7.596 20351201 360 354
85363 8.046 20351201 360 354
98387 7.146 20351201 360 354
85379 7.446 20360301 360 357
33756 8.396 20360301 360 357
33066 7.996 20360201 360 356
33178 7.486 20360201 360 356
33321 9.146 20360301 360 357
34748 8.346 20360301 360 357
34953 9.246 20360301 360 357
33311 9.246 20360301 360 357
33055 7.646 20360301 360 357
33150 8.296 20360301 360 357
33331 7.246 20360201 360 356
38632 7.121 20351201 360 354
75040 10.796 20210301 180 177
75048 10.696 20210301 180 177
75227 11.646 20210301 180 177
75249 10.696 20210301 180 177
76248 10.696 20210301 180 177
77469 10.696 20210201 180 176
75189 10.696 20210201 180 176
75092 10.696 20210201 180 176
63074 9.596 20360301 360 357
77469 9.346 20360301 360 357
75115 7.446 20360301 360 357
63367 9.466 20360301 360 357
76002 9.396 20360301 360 357
75089 9.646 20360301 360 357
76063 8.146 20360301 360 357
63136 9.446 20360301 360 357
76148 9.286 20360301 360 357
63051 9.396 20360301 360 357
75216 10.346 20360301 360 357
75040 8.096 20360301 360 357
75150 8.996 20360301 360 357
75048 8.396 20360301 360 357
75227 8.484 20360301 360 357
75249 7.486 20360301 360 357
76248 7.346 20360301 360 357
77469 7.996 20360201 360 356
75154 9.146 20360301 360 357
76248 6.946 20360201 360 356
75089 8.146 20360301 360 357
75189 8.196 20360201 360 356
75092 8.096 20360201 360 356
76036 9.296 20360201 360 356
75041 8.946 20360301 360 357
75211 10.246 20360201 360 356
76226 9.121 20360201 360 356
76002 10.846 20210101 180 175
77429 8.096 20360401 360 358
77083 9.146 20360301 360 357
77009 10.096 20360401 360 358
75051 8.696 20360301 360 357
76002 8.121 20360101 360 355
78233 9.996 20210301 180 177
77469 10.796 20210301 180 177
78233 7.096 20360301 360 357
78109 7.996 20360301 360 357
78577 9.486 20360301 360 357
78201 8.346 20360301 360 357
78501 9.346 20360401 360 358
78228 10.346 20360301 360 357
78414 10.996 20360201 360 356
77469 7.696 20360301 360 357
78217 8.996 20360201 360 356
78014 9.246 20360201 360 356
78576 8.946 20360301 360 357
78028 8.246 20360301 360 357
78028 8.946 20360301 360 357
45067 8.246 20360301 360 357
45103 10.746 20210301 180 177
75409 12.146 20210301 180 177
77449 10.696 20210201 180 176
78610 10.946 20210301 180 177
78610 11.746 20210301 180 177
46168 10.596 20210301 180 177
75154 12.046 20210301 180 177
45103 7.496 20360301 360 357
75409 7.046 20360301 360 357
77449 9.046 20360201 360 356
77449 9.596 20360201 360 356
78610 6.146 20360301 360 357
77070 8.771 20360301 360 357
78610 6.746 20360301 360 357
75126 7.696 20351201 360 354
75182 6.696 20360301 360 357
46168 7.496 20360301 360 357
75154 6.346 20360301 360 357
46239 7.746 20360301 360 357
32707 7.896 20360101 360 355
90222 8.121 20360501 360 359
85302 12.016 20260401 240 238
85302 8.826 20360401 360 358
89148 11.056 20210401 180 178
89108 8.926 20360401 360 358
55303 7.036 20360501 360 359
85053 8.926 20360401 360 358
63116 8.376 20360501 360 359
91762 6.896 20360401 360 358
94587 7.486 20360401 360 358
92126 11.246 20360401 360 358
92126 6.146 20360401 360 358
92345 8.296 20360401 360 358
95354 10.446 20360401 360 358
95354 6.446 20360401 360 358
80013 7.246 20360401 360 358
95820 6.946 20360401 360 358
91345 11.996 20360401 360 358
91345 7.486 20360401 360 358
95035 11.746 20360401 360 358
95035 7.546 20360401 360 358
97266 12.246 20360401 360 358
97266 7.446 20360401 360 358
92260 7.246 20360401 360 358
92562 11.996 20360401 360 358
92562 7.946 20360401 360 358
89104 11.796 20360401 360 358
89104 7.396 20360401 360 358
85033 11.996 20360301 360 357
85033 7.946 20360301 360 357
92020 6.246 20360301 360 357
95320 8.546 20360401 360 358
85308 7.246 20360301 360 357
94509 11.996 20360301 360 357
94509 7.946 20360301 360 357
80909 7.796 20360401 360 358
94509 8.446 20360301 360 357
94014 7.396 20360301 360 357
95695 11.486 20360301 360 357
85382 7.746 20360401 360 358
98223 11.346 20360301 360 357
98223 6.596 20360301 360 357
97211 6.046 20360301 360 357
95838 7.546 20360401 360 358
90062 7.121 20360301 360 357
85323 8.746 20360401 360 358
85043 6.946 20360301 360 357
93505 11.996 20360301 360 357
93505 7.246 20360301 360 357
95833 7.346 20360301 360 357
93004 8.746 20360301 360 357
83814 10.196 20360301 360 357
90247 7.486 20360301 360 357
93241 8.696 20360401 360 358
75163 8.026 20360501 360 359
55079 8.651 20360501 360 359
23236 6.896 20360501 360 359
55423 11.766 20360501 360 359
55423 7.551 20360501 360 359
49423 9.371 20360501 360 359
28677 13.621 20210401 180 178
92869 8.341 20360401 360 358
55104 6.521 20360501 360 359
90059 8.746 20360501 360 359
30680 6.736 20360301 360 357
30656 11.786 20210201 180 176
30656 7.531 20360201 360 356
28208 6.996 20360301 360 357
30157 7.216 20360301 360 357
30296 8.801 20360301 360 357
31064 7.346 20360301 360 357
30248 9.226 20360301 360 357
30233 7.471 20360201 360 356
30228 11.821 20210301 180 177
30228 7.621 20360301 360 357
30040 11.321 20210301 180 177
30096 11.211 20210301 180 177
30040 8.036 20360301 360 357
30096 6.801 20360301 360 357
30114 10.451 20210301 180 177
30114 7.141 20360301 360 357
30093 7.096 20360301 360 357
30014 8.091 20360301 360 357
30252 7.741 20360301 360 357
30097 10.131 20360301 360 357
30024 7.986 20360301 360 357
30034 7.486 20360301 360 357
30260 8.111 20360301 360 357
30238 10.856 20210301 180 177
30238 7.016 20360301 360 357
30107 8.381 20360401 360 358
30052 7.596 20360301 360 357
30263 7.351 20360301 360 357
30087 8.976 20360301 360 357
30134 8.471 20360301 360 357
30135 8.716 20360201 360 356
30058 11.696 20210301 180 177
30058 7.036 20360301 360 357
30044 7.751 20360301 360 357
30349 7.476 20360201 360 356
30349 6.726 20360301 360 357
30349 7.721 20360301 360 357
30011 7.341 20360201 360 356
30720 7.361 20360201 360 356
30349 8.156 20360301 360 357
30349 6.971 20360201 360 356
30296 6.471 20360201 360 356
30349 11.321 20210301 180 177
30349 7.036 20360301 360 357
30083 8.721 20360301 360 357
55313 9.761 20360501 360 359
93536 6.746 20360201 360 356
85306 10.426 20360501 360 359
85306 7.016 20360501 360 359
28227 9.871 20360301 360 357
87114 9.246 20360301 360 357
33322 8.496 20360201 360 356
23116 11.246 20360101 360 355
60586 9.402 20360101 360 355
63034 9.746 20351201 360 354
20112 8.626 20360501 360 359
85710 6.746 20360501 360 359
29369 7.846 20360501 360 359
85015 7.811 20360501 360 359
19148 8.546 20360301 360 357
63021 6.371 20360201 360 356
32771 10.256 20360501 360 359
20011 6.146 20351101 360 353
11377 10.496 20210201 180 176
11377 7.366 20360201 360 356
10601 10.496 20210201 180 176
10601 7.116 20360201 360 356
10538 6.621 20351201 360 354
78244 7.546 20351101 360 353
98362 9.576 20360401 360 358
89031 7.486 20360301 360 357
15904 9.486 20360301 360 357
92503 11.006 20360501 360 359
92503 7.846 20360501 360 359
ZIP_CODE ORIGINAL_ FIRST_PAY PAYMENT CURRENT_ LOAN_TO
BALANCE _DATE BALANCE _VALUE
-------------------------------------------------------------------------------------------------------------------------
33610 25400 20060601 290.01 25376.27 100
33610 101600 20060601 829.95 101546.44 80
45044 52200 20060601 488.45 52180.48 90
91214 440000 20060601 3152.21 439686.67 80
22602 49600 20060601 514.97 49586.2 100
22602 198400 20060601 1560.81 198285.86 80
32034 208800 20060601 1814.09 208769.41 90
48227 63000 20060601 541.73 62970.67 90
98801 41800 20060601 411.39 41786.41 100
98801 167200 20060601 1167.61 167200 80
2645 400000 20060701 3073.13 400000 94.12000275
48146 34000 20060601 373.98 33992.09 100
48146 136000 20060601 1212.64 135942.23 80
55443 48000 20060501 475.34 47969.17 100
86401 57000 20060601 430.23 56964.02 48.72000122
43023 57000 20060601 586.75 56983.72 95
43023 304000 20060601 2312.93 304000 80
85016 440000 20060601 3854.81 439804.52 80
98445 172000 20060601 1163.79 171947.04 80
86314 124800 20060601 861.96 124705.04 80
19125 84750 20060601 621.87 84693.13 75
48223 63000 20060601 532.04 62969.33 90
77017 60800 20060601 480.49 60765.38 80
28574 83300 20060601 644.94 83250.31 70
90008 361600 20060601 2543.25 361600 80
76513 27100 20060501 318.74 26984.5 100
76513 108400 20060501 823.92 108262.6 80
19720 213750 20060601 1666.33 213624.45 95
23513 175750 20060701 1338.78 175750 95
55414 172800 20060601 1482.72 172719.12 90
93305 242250 20060601 2001.71 242125.73 85
6331 228000 20060601 1586.41 227829.09 80
33064 242400 20060601 1604.13 242320.97 80
44902 69300 20060601 502.47 69252.31 90
44312 81900 20060601 612.9 81880.88 74.44999695
33442 348000 20060601 2259.1 348000 80
43408 123500 20060601 1061.06 123442.38 95
45449 27000 20060601 291.11 26971.47 100
45449 108000 20060601 761.08 107921.12 80
43805 106400 20060501 740.37 106400 80
43608 54500 20060501 461.85 54447.19 74.66000366
33190 224000 20060601 1906.44 223893.03 80
30906 59500 20060601 516.67 59472.97 85
21206 31960 20060601 316.75 31949.8 100
21206 127840 20060601 1035.54 127771.25 80
18301 364500 20060601 3171.85 364335.28 90
3864 100000 20060601 795.64 99943.94 53.75999832
22405 373500 20060601 2738.11 373407.51 90
20772 298800 20060601 2863.29 298769.08 90
22314 259000 20060601 1948.12 258940.42 59.54000092
85015 193500 20060601 1644.73 193407.3 90
33027 408750 20060601 3778.12 408701.72 75
85339 172000 20060601 1289.77 171889.86 64.91000366
7083 413850 20060601 2410.68 413850 93
7013 456000 20060601 3000.8 455849.2 80
7203 348750 20060601 2825.09 348685.85 90
10472 115000 20060601 1217.98 114969.87 100
10472 460000 20060601 3595.85 459731.48 80
7513 396000 20060601 2948.32 395906.18 90
11003 409500 20060601 3405.05 409430.67 90
7424 425000 20060601 3164.23 424899.31 61.59000015
10601 200000 20060501 2076.49 199888.12 99.61000061
10601 816000 20060501 6596 816000 80
33919 173000 20060601 1390.75 172905.31 61.34999847
7032 306000 20060601 2162.17 305916.08 85
11757 87000 20060601 892.01 86974.87 100
11757 348000 20060601 2335.22 347890.53 80
11798 105000 20060501 844.1 104884.61 70
14094 75000 20060501 629.27 74925.54 46.29999924
8753 336000 20060201 3123.88 335349.1 80
19135 110000 20060601 795.96 109971.75 68.75
34116 268000 20060601 1899.73 267927.14 80
20164 60000 20060601 634.54 59984.21 96.56999969
20164 289600 20060601 2175.67 289415.33 80
47302 55500 20060601 420.47 55465.26 74
93536 125000 20060601 892.67 124966.71 54.34999847
74035 108000 20060601 931.85 107950.15 80
43015 48000 20060601 607 47912.6 100
43015 192000 20060601 1572.58 191899.42 80
34953 217000 20060601 1442.25 216821.78 64.77999878
44118 110000 20060501 814.82 109854.87 82.70999908
46814 211200 20060601 1406.24 211200 80
47591 119605 20060601 876.82 119575.38 95
49017 53600 20060601 458.15 53574.67 80
43123 44000 20060601 450.9 43987.17 100
43123 176000 20060601 1070.67 176000 80
46703 73158 20060501 506.53 73046.81 80
43062 188900 20060601 1452.48 188785.56 89.94999695
44054 22800 20060601 250.25 22776.8 100
44054 91200 20060601 624.62 91129.42 80
33617 146250 20060601 1061.94 146149.65 75
46226 126261 20060601 1107.1 126205.02 90
46226 126261 20060601 1107.1 126205.02 90
63366 131000 20060601 1170.26 130999.27 94.93000031
19054 157500 20060601 1424.06 157500 90
39194 53125 20060601 511.95 53106.67 85
38111 50000 20060501 487.53 49966.45 100
8759 152700 20060501 1289.56 152550.77 64.98000336
29036 103000 20060501 903.9 102908.48 20.80999947
21207 93500 20060501 712.32 93383.96 76.63999939
27103 89250 20060501 849.27 89185.93 85
23663 265500 20060501 2503.37 265304.55 90
36606 137750 20060501 1390.46 137666.27 95
19013 52000 20060601 491.28 51981.05 80
33616 155200 20060601 1305.01 155123.66 80
19153 94905 20060501 808.42 94814.18 95
5468 150000 20060501 1093.75 150000 68.18000031
38053 92150 20060501 884.54 92085.4 95
19148 110500 20060501 865.36 110371.07 85
48228 27000 20060501 309.26 26988.92 100
48228 108000 20060501 935.83 107900.94 80
11953 270750 20060601 2696.22 270750 95
11704 327000 20060501 3126.46 326768.26 71.08999634
33884 143000 20060501 975.51 141773.2 84.12000275
34984 190800 20060501 1702.67 190637.57 80
90044 341600 20060601 2997.78 341448.89 80
7103 210000 20060501 1599.09 209717.02 72.41000366
19001 229500 20060501 2005.55 229293.93 90
27610 84000 20060501 709.38 83917.91 80
48205 71000 20060501 612.61 70929.38 73.95999908
43607 79900 20060501 674.76 79821.91 85
45238 92000 20060501 841.56 91926.56 80
48234 85500 20060501 794.91 85434.46 90
48009 280000 20060501 2624.28 279790.5 80
40258 99100 20060501 786.71 98987.89 72.33999634
62221 142000 20060501 1194.01 141859.76 89.98999786
39212 75600 20060501 711.4 75544.05 90
48221 103500 20060501 981.75 103425.04 90
33033 202250 20060501 1834.96 202080.37 84.98000336
38106 54900 20060501 485.85 54852.25 90
63701 79000 20060501 761.3 78945.23 84.94999695
29461 256500 20060501 2530.32 256333.45 90
28584 121500 20060501 1152.48 121412.02 90
23860 132000 20060401 1148.65 131819.57 72.12999725
14120 91800 20060501 846.6 91728.28 85
74129 90100 20060501 906.03 90044.63 85
44120 215000 20060601 2112.74 214929.76 100
11717 70000 20060501 774.34 69967.81 100
11717 280000 20060501 2364.61 279726.36 80
23452 110000 20060501 912.93 109887.87 71.90000153
44505 102000 20060501 887.59 101907.44 85
19947 40800 20060401 435.44 40767.79 100
19947 163200 20060401 1231.81 162888.64 80
46203 83000 20060401 793.57 82911.35 100
10467 289000 20060401 2850.92 288717.18 55.04999924
19152 185300 20060401 1653.59 185062.37 85
11798 55000 20060501 621.33 54976.37 100
11798 220000 20060501 1841.86 219153.87 80
19720 171000 20060501 1577 170866.41 95
29445 134180 20060501 1036.49 134018.51 74.54000092
51007 112000 20060501 982.88 111900.49 80
93552 69000 20060501 683.3 68955.69 100
93552 276000 20060501 1897.5 276000 80
48234 74900 20060601 699.18 74871.8 100
33458 224000 20060501 1586.67 224000 80
91406 245000 20060501 1734.09 244644.23 45.36999893
4039 75000 20060501 617.01 74921.94 34.90000153
91331 267821 20060501 1560.06 267821 80
32746 322400 20060501 2182.92 322399.92 80
75056 108800 20060501 770.08 108642 80
93550 59900 20060501 593.18 59861.54 100
93550 239600 20060501 1672.21 239600 80
85345 126400 20060501 894.65 126216.46 80
93535 77600 20060501 768.47 77550.16 100
93535 310400 20060501 2187.42 310227.92 80
92316 150000 20060501 997.95 149753.38 37.5
90302 97000 20060501 942.12 96934.21 100
90032 392000 20060501 2899.17 392000 80
93307 165600 20060501 1151.44 165504.8 80
21740 155200 20060501 986.17 155199.79 80
92377 368000 20060501 2415 368000 80
90302 388000 20060501 2583.43 388000 80
98404 188000 20060501 1202.58 187866.1 80
93550 237600 20060501 1559.25 237600 80
33054 152000 20060501 1172.47 151934.82 95
1520 340000 20060501 2735.72 339627.17 80
91335 507500 20060501 3436.2 507500 70
23237 132000 20060501 852.5 132000 80
64062 127800 20060501 893.6 127609.71 90
93309 342000 20060501 2539.34 341551.06 90
28751 80000 20060501 694.68 79927 80
22968 338000 20060501 2719.62 337629.38 79.52999878
85308 200000 20060501 1792.2 199831.55 78.43000031
91340 424000 20060501 3108.32 423789.28 80
98584 193600 20060501 1328 193484.62 80
92545 312000 20060501 2198.69 311827.04 80
97068 282000 20060501 2026.88 282000.01 80
92335 319120 20060401 2339.45 318881.26 80
93550 261800 20060501 1994.27 261682.75 85
93560 212000 20060501 1391.25 212000 80
85927 247500 20060501 1903.06 247199.07 75
93535 296000 20060501 2158.33 296000 80
92308 80000 20060501 632.53 79968.15 32.91999817
91331 277000 20060401 1978.16 276777.13 55.40000153
92236 359154 20060501 2632.94 358975.51 80
48185 104800 20060501 714.92 104636 80
95350 297000 20060501 2009.56 296816.54 90
28301 55000 20060401 549.91 54948.03 100
92201 215200 20060501 1479.5 215200 80
91710 68000 20060501 622.02 67945.72 100
91710 272000 20060501 1926.67 272000 80
93535 244000 20060401 1575.83 244000 80
98030 45200 20060501 371.85 45152.96 100
98030 180800 20060501 1262.94 180530.26 80
92275 55600 20060501 540.02 55562.28 100
92275 222400 20060501 1644.83 222400 80
93280 100000 20060501 685.95 99940 55.40000153
91303 440000 20060501 2750 440000 71.54000092
95210 150000 20060401 1074.62 149680.34 44.50999832
93505 37800 20060501 359.98 37772.92 100
93505 151200 20060501 1055.25 151200 80
32220 110400 20060501 798.44 110129 80
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78250 189500 20060501 1614.2 189318.67 94.94999695
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19720 123712 20060501 817.53 123712 80
22620 222000 20060601 1293.15 222000 74
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95648 271500 20060301 1493.25 271500 79.98999786
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6114 37000 20060401 406.4 36973.77 100
6416 30800 20060401 338.3 30778.16 100
6810 29600 20060401 288.62 29570.06 100
6002 32800 20060401 336.12 32771.25 100
6801 38000 20060401 395.27 37968.12 100
19044 173550 20060501 1140.8 173434.52 65
6062 206100 20060401 1469.41 205656.36 90
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6105 350000 20060401 2972.01 349832.59 74.15000153
19116 184000 20060401 996.67 184000 80
19150 80000 20060401 586.45 79837.58 51.61000061
6795 135000 20060401 988.23 134725.05 61.36000061
1107 185000 20060401 1618.74 184998.75 100
6416 123200 20060401 964.82 122983.58 80
6810 118400 20060401 835.99 118139.99 80
19055 174000 20060401 1275.54 173646.69 75
6051 209000 20060401 1681.66 208654.94 100
6249 62000 20060401 516.81 61905.84 38.75
6002 131200 20060401 991.87 131110.14 80
6801 152000 20060401 1073.23 151666.21 80
19145 80000 20060401 625.08 79858.75 65.04000092
6010 120400 20060401 1128.44 120264.27 70
19023 80910 20060301 752.24 80785.18 90
6755 352750 20060401 2576.07 352027.93 85
18940 875000 20060301 5582.49 871865.17 74.47000122
6105 260000 20060301 2090.15 259424.3 80
6114 212500 20060201 1748.19 211940.59 100
6384 196350 20051101 1427.08 195249.34 85
55422 129600 20060401 928.8 129600 80
55379 159920 20060401 1026.15 159920 80
60610 182400 20060401 1216 182400 80
55014 308000 20060401 1764.58 308000 80
60542 352000 20060401 2273.33 352000 80
60641 396000 20060401 3201 396000 90
60618 296000 20060401 1948.67 296000 80
55395 124320 20060401 766.64 124320 80
55422 32400 20060401 287.21 32357.73 100
55379 39980 20060401 354.4 39927.85 100
43065 55000 20060401 586.99 54943.2 100
49507 20000 20060401 219.68 19985.81 100
49426 42000 20060401 461.32 41955.06 100
55014 77000 20060401 682.57 76899.55 100
53207 19000 20060401 217.63 18985.84 92.66999817
44144 130500 20060401 1049.09 130284.11 90
60409 130000 20060401 1140.84 129826.03 100
46975 97000 20060401 763.1 96831.34 92.37999725
60477 276020 20060401 1950.34 275791.34 80
43065 220000 20060401 1521.44 219792.82 80
53224 170900 20060401 1455.76 170653.72 95
49507 73000 20060401 549.08 72949.27 78.48999786
49426 168000 20060401 1336.68 167715.36 80
49423 150000 20060401 1042.97 149870.23 75
49001 96800 20060401 709.61 96603.45 80
55054 308550 20060401 2480.44 308039.53 85
60160 276000 20060401 2151.61 275510.15 80
49735 94410 20060401 802.48 94273.21 90
60629 272700 20060401 2204.02 272254.43 90
44143 251650 20060401 2206.55 251312.52 95
49712 216750 20060301 1643.63 216202.68 85
46992 83700 20060301 658.47 83504.72 90
60510 133000 20060401 1113.49 132800.09 70
60639 238000 20060301 1880.85 237451.94 85
44685 225000 20060301 1694.31 223902.32 90
60561 162000 20060401 1379.95 161766.53 90
60093 500000 20060401 3329.17 500000 74.62999725
44035 50000 20060401 470.5 49944.25 100
53207 120000 20060401 869.67 119749.37 80
62219 85500 20060301 750.32 85345.44 90
49519 96000 20060401 712.8 95810.32 75
48060 117900 20060301 947.8 117638.96 90
44333 297000 20060301 2387.59 296000.1 90
53913 68875 20060301 576.63 68736.42 95
60631 483650 20060301 3891.56 482555.68 85
60610 390000 20060301 2811.25 390000 89.44999695
55433 164000 20060201 1202.23 163440.51 80
89109 144000 20060401 825 144000 80
98405 204300 20060401 1506.71 204300 90
92553 342000 20060401 2280 342000 90
90723 344000 20060301 2422.32 343998.52 80
92236 212000 20060301 1634.16 211999.45 80
92543 162000 20060401 1032.75 162000 60
92220 69600 20060401 678.64 69529.26 100
90723 86000 20060301 901.19 85905.48 100
91767 85800 20060301 915.71 85710.78 100
92220 278400 20060401 1824.24 277690.08 80
92707 370000 20060401 2435.83 370000 66.06999969
98058 256000 20060301 1703.17 255153.28 82.58000183
98682 169200 20060301 1392.02 169156.62 90
91767 343200 20060301 2237.41 342019.57 80
93561 176000 20060301 1291.43 175522.87 80
93637 212950 20060301 1446.29 212950 79.98000336
92337 319200 20060301 1835.4 319200 80
34286 193500 20060401 1390.78 193500 90
22015 500000 20060401 2979.17 500000 80
34287 35000 20060501 364.06 34980.54 100
34288 48700 20060301 525.43 48651.02 100
32792 41000 20060301 426.47 40953.93 100
33169 27600 20060301 303.16 27572.89 100
33065 31500 20060301 345.99 31470.08 100
21133 48800 20060301 558.96 48759.48 100
33162 43500 20060301 472.71 43457.24 95
34287 140000 20060501 932.17 140000 80
32744 85000 20060401 591.42 84807.67 68
34769 165000 20060301 1321.7 164631.61 75
34288 194800 20060301 1444.77 194800 80
21122 234000 20060401 1625.27 233796.99 90
33021 95000 20060501 657.76 94855.7 49.22000122
49442 67410 20060401 616.12 67328.76 90
32792 164000 20060301 1237.85 163581.62 80
33169 110400 20060301 912.24 110170.03 80
33065 126000 20060301 908.25 126000 80
21133 195200 20060301 1556.6 194759.66 80
37411 115600 20060401 980.71 115544.52 85
32839 129000 20060101 978.22 128507.84 75
33162 232000 20060301 1738.07 232000 80
28278 192000 20060201 1531.08 191332.3 84.95999908
80016 136000 20060301 1520.4 135877.73 100
85739 34900 20060201 356.31 34681.31 90
80233 24800 20051201 225.93 24728.41 100
55038 50000 20051101 429.22 49807.49 100
63031 108000 20060401 830.43 107802.32 80
80130 405000 20060401 2876.97 404669.34 90
80022 163800 20060401 1196.2 163464.72 90
80016 544000 20060301 4416.35 542822.62 80
77073 94600 20060301 842.8 94436.83 94.98999786
88008 128320 20060301 1116.63 128085.15 80
77372 88200 20060301 744.86 87976.58 90
77520 117000 20060301 1022.44 116788.12 100
85739 279250 20060201 1952.56 278200.72 80
77550 65550 20060101 544.03 65346.34 95
80233 99200 20051201 568.33 99200 80
55038 200000 20051101 1082.5 200000 80
43617 45800 20060301 508.43 45757.9 100
43617 183200 20060301 1351.1 183200 80
43160 109250 20051201 838.51 109080.44 95
89107 179900 20060401 1214.33 179900 79.98999786
80113 190000 20060401 1409.16 189999.17 100
85225 30400 20060401 288.36 30366.82 100
89107 45000 20060401 494.27 44968.1 100
85043 61200 20060401 676.52 61157.45 100
85222 42000 20060301 398.39 41938.6 100
85037 65000 20060401 589.73 64920.11 100
39272 32400 20060101 354.61 32328.91 100
85363 34600 20060101 370.61 34546.1 100
66102 58500 20060501 575.73 58175.17 90
77445 136700 20060401 1090.1 136469.57 95
85225 121600 20060401 755.66 121460.2 80
89032 205000 20060401 1648 204660.84 70.44999695
77354 168650 20060401 1296.77 168341.32 90
66061 126000 20060401 1104.81 125831.02 90
63010 127500 20060401 971.34 127261.82 85
77386 215975 20060401 1660.66 215579.7 79.98999786
85043 244800 20060401 1794.55 244302.93 80
63116 117000 20060401 1031.08 116845.1 90
77015 108775 20060401 946.55 108626.31 95
30101 173610 20060401 1332.48 173496.24 90
68107 114300 20060401 1079.88 114173.9 90
64127 62700 20060401 578.23 62626.21 95
85015 179600 20060401 1225.19 179177.14 80
85222 168000 20060301 1141 168000 80
97106 329400 20060401 2603.16 328833.18 90
63138 289750 20060301 2540.62 289100.59 95
48504 86800 20060401 739.38 86673.66 80
85239 166750 20060401 1329.73 166468.92 80
85303 192000 20060301 1388.8 191463.57 80
85037 260000 20060401 1980.78 259514.27 80
85035 146700 20060301 1024.74 146259.55 79.30000305
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39272 129600 20060101 960.01 129079.63 80
85363 138400 20060101 1069.08 137893.16 80
98387 176000 20060101 1122 176000 80
85379 225475 20060401 1646.6 225013.47 90
33756 213750 20060401 1585.31 213750 95
33066 315000 20060301 2230.34 314871.96 90
33178 380000 20060301 2530.17 380000 79.66000366
33321 162000 20060401 1379.95 161766.53 49.09000015
34748 151000 20060401 1198.72 150738.97 79.94000244
34953 318700 20060401 2738.13 318250.29 94.98999786
33311 106000 20060401 910.7 105850.44 66.25
33055 140000 20060401 1041.95 139724.78 54.90000153
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33331 800000 20060301 5731.3 797719.5 54.04999924
38632 136200 20060101 964.02 135599.04 79.98999786
75040 25000 20060401 243.77 24974.71 100
75048 37000 20060401 357.97 36961.74 100
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75249 24000 20060401 232.2 23975.17 100
76248 33575 20060401 324.83 33540.29 99.98000336
77469 48600 20060301 470.19 48532.71 100
75189 28770 20060301 278.35 28730.13 99.98999786
75092 28000 20060301 270.9 27961.18 100
63074 112000 20060401 991.17 111853.27 95
77469 203950 20060401 1767.25 203668.21 100
75115 189950 20060401 1313.63 189783.26 79.98999786
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76002 164525 20060401 1431.69 164300.08 95
75089 156750 20060401 1393 156539.76 95
76063 331900 20060401 2471.09 331662.37 100
63136 85405 20060401 746.34 85288.14 95
76148 94000 20060401 810.37 93868.47 100
63051 111000 20060401 965.92 110848.25 100
75216 52875 20060401 497.56 52816.02 99.95999908
75040 60000 20060401 465.61 59892.4 70.58999634
75150 85200 20060401 716.41 85073.27 80
75048 148000 20060401 1180.21 147750.53 80
75227 117600 20060401 945.23 117405.33 80
75249 96000 20060401 703.75 95805.06 80
76248 134375 20060401 971.99 134094.32 79.98999786
77469 194400 20060301 1494.77 193923.9 80
75154 111675 20060401 951.28 111514.03 79.98999786
76248 50000 20060301 347.9 48435.35 36.31999969
75089 150750 20060401 1175.21 150482.43 90
75189 115075 20060301 901.19 114804.49 79.98999786
75092 112000 20060301 869.14 111731.24 80
76036 122075 20060301 1053.3 121846.81 94.94000244
75041 85120 20060401 712.64 84991.67 80
75211 51200 20060301 477.95 51121.82 80
76226 251265 20060301 2135.73 250777.67 95
76002 28400 20060201 278 28352.2 100
77429 106000 20060501 822.57 105873.75 80
77083 132250 20060401 1126.53 132057.47 84.77999878
77009 63750 20060501 587.92 63700.19 85
75051 91200 20060401 746.98 91055.55 80
76002 113600 20060201 883.57 113259.79 80
78233 19500 20060401 178.38 19476.54 100
77469 26600 20060401 307.37 26427.73 100
78233 78000 20060401 550.74 77828.7 80
78109 92000 20060401 707.41 91831.58 80
78577 93000 20060401 815.46 92850.52 93
78201 88000 20060401 698.6 87850.1 80
78501 141300 20060501 1224.38 141170.39 90
78228 45050 20060401 423.93 44999.07 85
78414 107488 20060301 1064.45 107348.58 100
77469 106400 20060401 795.62 106192.55 80
78217 130000 20060301 1093.12 129734.15 100
78014 100300 20060301 861.74 100110.5 85
78576 72250 20060401 604.89 72141.39 85
78028 132000 20060401 1038.44 131770.52 94.95999908
78028 62000 20060401 519.07 61906.81 39.74000168
45067 118000 20060401 860.42 118000 80
45103 49900 20060401 484.66 49848.98 99.95999908
75409 33000 20060401 356.04 32975.25 99.94999695
77449 23200 20060301 224.45 23167.88 99.87999725
78610 27500 20060401 271.28 27473.1 99.86000061
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45103 199900 20060401 1466.8 199494.91 79.98999786
75409 132100 20060401 928.19 131806.98 79.97000122
77449 92900 20060301 784.54 92716.99 79.91999817
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78610 110300 20060401 708.09 110007.86 79.93000031
77070 54500 20060401 449.35 54414.97 39.11000061
78610 106800 20060401 728.56 106548.56 79.95999908
75126 123600 20060101 924.22 123114.05 79.97000122
75182 211600 20060401 1436.32 211096.83 79.98999786
46168 179500 20060401 1317.11 179136.26 79.98000336
75154 176600 20060401 1157.19 176150.14 79.98000336
46239 135200 20060401 1015.71 134939.59 79.97000122
32707 157200 20060201 1197.61 156707.09 89.98999786
90222 384000 20060601 2760 384000 80
85302 37600 20060501 427.72 37528.77 100
85302 150400 20060501 1246.03 150246.06 80
89148 54148 20060501 538.7 54113.69 100
89108 184000 20060501 1537.78 183815.58 80
55303 156000 20060601 1095.06 155885.14 80
85053 179000 20060501 1440.27 178932.48 79.55999756
63116 102400 20060601 815.11 102342.65 80
91762 167000 20060501 1156.27 166746.34 41.22999954
94587 238500 20060501 1656.53 238362.51 90
92126 59600 20060501 601.61 59563.77 100
92126 238400 20060501 1421.28 238199.15 80
92345 425000 20060501 3213 424806.63 84.16000366
95354 53400 20060501 506.52 53361.34 100
95354 213600 20060501 1319.63 213434.46 80
80013 160000 20060501 1082.59 159901.17 80
95820 220000 20060501 1439.63 219851.57 80
91345 113000 20060501 1206 112941.86 98.83000183
91345 480000 20060501 3196 480000 80
95035 128100 20060501 1342.36 128030.3 100
95035 512400 20060501 3437.35 512400 80
97266 40000 20060501 434.68 39980.54 100
97266 160000 20060501 1106.5 159906.69 80
92260 405600 20060501 2744.37 405349.45 80
92562 89750 20060501 957.86 89703.84 94.25
92562 504000 20060501 3675.64 503745.83 80
89104 70200 20060501 738.34 70162.23 100
89104 280800 20060501 1931.39 280633.87 80
85033 37000 20060401 394.89 36971.29 98.40000153
85033 148000 20060401 1079.35 147887.66 80
92020 278400 20060401 1805.7 277676.85 80
95320 297000 20060501 2400.42 296677.7 50.34000015
85308 178500 20060401 1207.77 178334.06 85
94509 60000 20060401 640.35 59953.47 100
94509 240000 20060401 1750.3 239817.83 80
80909 88800 20060501 637.51 88753.22 80
94509 252000 20060401 1934.14 251834.85 90
94014 532000 20060401 3659.19 531526.32 72.87999725
95695 195000 20060401 1965 194949.63 60
85382 200500 20060501 1431.85 200392.81 62.06999969
98223 28000 20060401 284.78 27974.92 87.26999664
98223 212000 20060401 1332.86 211763.02 77.08999634
97211 200000 20060401 1178.04 199677.14 52.63000107
95838 245600 20060501 1716.91 245460.85 80
90062 250000 20060401 1668.32 249759.13 58.13999939
85323 279000 20060501 2205.94 278888.94 90
85043 208000 20060401 1361.11 207789.36 77.31999969
93505 38000 20060401 405.56 37970.51 100
93505 152000 20060401 1088.95 151676.07 80
95833 416000 20060401 2845.77 415624.01 80
93004 299000 20060401 2364.08 298820.75 65
83814 165750 20060401 1499.09 165685.98 75
90247 292000 20060401 2028.12 291746.65 62.13000107
93241 120000 20060501 920 120000 53.33000183
75163 76000 20060601 585.99 75954.24 80
55079 276000 20060601 2251.61 275854.04 80
23236 165600 20060601 1146.59 165474.61 80
55423 53000 20060601 556.21 52985.72 100
55423 212000 20060601 1563.72 211859.33 80
49423 142500 20060601 1196.06 142476.6 95
28677 17000 20060501 203.11 16993.95 100
92869 296000 20060501 2181.76 295999.77 80
55104 187000 20060601 1247.26 186847.47 79.23999786
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30656 30320 20060301 318.66 30286.96 100
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30157 122000 20060401 871.5 121738.43 80
30296 88200 20060401 729.12 88017.08 90
31064 76000 20060401 549.73 75786.9 80
30248 170910 20060401 1465.87 170667.83 90
30233 106400 20060301 707.12 106400 80
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30228 153992 20060401 1042.65 153992 80
30040 46200 20060401 469 46144.22 99.97000122
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30040 184950 20060401 1316.23 184950 79.98999786
30096 131900 20060401 802.69 131858.6 79.98999786
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30114 135288 20060401 861.9 135288 80
30093 125150 20060401 883.65 124875.17 79.98999786
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30052 137920 20060401 930.96 137920 80
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ZIP_CODE MI MERS_ID1 MARGIN NEXT_RATE
_ADJ_DATE1
-----------------------------------------------------------------------------------------------------------------
33610 No MI 100040788604000505 0
33610 No MI 100040788604000497 5.5 20080501
45044 No MI 100330706040120017 0
91214 No MI 100258910060318570 0
22602 No MI 100229330000139356 0
22602 No MI 100229330000139265 5.75 20080501
32034 No MI 100229330000134431 5.5 20080501
48227 No MI 100330706040121635 5.5 20080501
98801 No MI 100101327606400028 0
98801 No MI 100101327060400002 5.5 20080501
2645 No MI 100302600350600318 5.75 20080601
48146 No MI 100330706040121452 0
48146 No MI 100330706040120652 5.5 20080501
55443 No MI 100261495709871515 0
86401 No MI 100274130211169703 6.3 20080501
43023 No MI 100330706040119506 0
43023 No MI 100330706040119498 5.5 20080501
85016 No MI 100101310060400420 5.5 20080501
98445 No MI 100034200057091955 6.75 20080501
86314 No MI 100034200057075578 6.375 20080501
19125 No MI 0 7.5 20080501
48223 No MI 100059400000009258 5.5 20080501
77017 No MI 100274130412167266 0
28574 No MI 100274130930170156 6.575 20080501
90008 No MI 100153210604003333 5.5 20080501
76513 No MI 100173250010043388 0
76513 No MI 100173250010043370 5.5 20080401
19720 No MI 100274130850161839 5.5 20080501
23513 No MI 100271100000228294 5.5 20080601
55414 No MI 100386100002162212 0
93305 No MI 100255500000038470 7.3 20080501
6331 No MI 100274130750167191 5.45 20080501
33064 No MI 100274130912170869 5.55 20080501
44902 No MI 0.00E+00 5.5 20080501
44312 No MI 100202930603210099 0
33442 No MI 100386100002159077 5.5 20080501
43408 No MI 100202930603270093 5.5 20080501
45449 No MI 100202930603140031 0
45449 No MI 100202930603140007 5.75 20090501
43805 No MI 100202930603100076 5.5 20080401
43608 No MI 100202930603090087 5.5 20080401
33190 No MI 100203000152388438 5.5 20080501
30906 No MI 100212504000276728 5.5 20080501
21206 No MI 100386100002157410 0
21206 No MI 100386100002157170 5.5 20080501
18301 No MI 100258910060401152 5.5 20080501
3864 No MI 100258910060400329 5.75 20080501
22405 No MI 100258910106030962 5.5 20080501
20772 No MI 100258910060402010 5.5 20080501
22314 No MI 100258920060401227 5.5 20080501
85015 No MI 100258920060400492 5.5 20080501
33027 No MI 0.00E+00 6.75 20090501
85339 No MI 100386100002154862 6 20080501
7083 No MI 100061102972293219 5.5 20080501
7013 No MI 100061102972292716 0
7203 No MI 100061102972290082 0
10472 No MI 100061102972288938 0
10472 No MI 100061102972288698 5.5 20080501
7513 No MI 100061102972288102 0
11003 No MI 100061102972286387 5.5 20080501
7424 No MI 100061102972286122 6.75 20080501
10601 No MI 100061102972284630 0
10601 No MI 100061102972284556 5.5 20080401
33919 No MI 100061102972284309 6.75 20080501
7032 No MI 100061102972283988 5.75 20080501
11757 No MI 100061102972282246 0
11757 No MI 100061102972282246 5.5 20080501
11798 No MI 100061102972281743 6 20080401
14094 No MI 100061102972269391 0
8753 No MI 0.00E+00 8.75 20080101
19135 No MI 100258910060315022 5.5 20080501
34116 No MI 100144600097449294 5.5 20080501
20164 No MI 100258940060400425 0
20164 No MI 100258940060304239 5.5 20080501
47302 No MI 100330706030114558 5.5 20080501
93536 No MI 100274130311165619 6.25 20080501
74035 No MI 100274130422164337 6.25 20080501
43015 No MI 100330706030116975 0
43015 No MI 100330706030116959 5.5 20080501
34953 No MI 100258920060303407 5.5 20080501
44118 No MI 100202920603020010 5.75 20080401
46814 No MI 100202930603070121 5.5 20080501
47591 No MI 100202930603280092 5.5 20080501
49017 No MI 100202930603280068 5.5 20080501
43123 No MI 100202930603240062 0
43123 No MI 100202930603240021 5.5 20090501
46703 No MI 100202930603200215 5.5 20080401
43062 No MI 100202930603270077 5.5 20090501
44054 No MI 100202930603280209 0
44054 No MI 100202930603280175 5.5 20080501
33617 No MI 100389160000146929 5.5 20080501
46226 No MI 100330706030117528 5.5 20080501
46226 No MI 100330706030117502 5.5 20080501
63366 No MI 100022100149192940 5.5 20080501
19054 No MI 100103100071901625 7 20080501
39194 No MI 100103100071899951 6.5 20080501
38111 No MI 100103100071898136 7.25 20080401
8759 No MI 100103100071897641 7.5 20080401
29036 No MI 100103100071897582 7.5 20080401
21207 No MI 100103100071897401 0
27103 No MI 100103100071896684 7.5 20080401
23663 No MI 100103100071896551 0
36606 No MI 100103100071896000 0
19013 No MI 100103100071896270 0
33616 No MI 100103100071896221 7.5 20080501
19153 No MI 100103100071895686 7.5 20080401
5468 No MI 100103100071895660 0
38053 No MI 100103100071895132 7 20080401
19148 No MI 100103100071894291 7.5 20080401
48228 No MI 100103100071894077 0
48228 No MI 100103100071894051 7.5 20080401
11953 No MI 100103100071893905 7.5 20080501
11704 No MI 100103100071893863 7.5 20080401
33884 No MI 100103100071893558 7.15 20080401
34984 No MI 100103100071893459 7.5 20080401
90044 No MI 100103100071893418 7.5 20080501
7103 No MI 100103100071893178 7.5 20080401
19001 No MI 100103100071892717 7.5 20080401
27610 No MI 100103100071892154 0
48205 No MI 100103100071891859 7.5 20080401
43607 No MI 100103100071891842 0
45238 No MI 100103100071891537 7.5 20080401
48234 No MI 100103100071890950 7.5 20080401
48009 No MI 100103100071890448 7.5 20080401
40258 No MI 100103100071890430 0
62221 No MI 100103100071890141 0
39212 No MI 100103100071889937 7.5 20080401
48221 No MI 100103100071889861 7.5 20080401
33033 No MI 100103100071889754 7.5 20080401
38106 No MI 100103100071889416 7.5 20080401
63701 No MI 100103100071888820 7.5 20080401
29461 No MI 100103100071888481 7.5 20080401
28584 No MI 100103100071887311 7.5 20080401
23860 No MI 100103100071887006 7.5 20080301
14120 No MI 100103100071886982 7.5 20080401
74129 No MI 100103100071885570 7.5 20080401
44120 No MI 100103100071885562 7 20080501
11717 No MI 100103100071885430 0
11717 No MI 100103100071885414 7.5 20080401
23452 No MI 100103100071885398 7.5 20080401
44505 No MI 100103100071883807 7.5 20080401
19947 No MI 100103100071881090 0
19947 No MI 100102100071881082 7.5 20080301
46203 No MI 100103100071880423 7.5 20080301
10467 No MI 100103100071880332 7 20080301
19152 No MI 100103100071876744 7.5 20080301
11798 No MI 100103100071874814 0
11798 No MI 100103100071872842 7.5 20080401
19720 No MI 100103100071853289 7.5 20080401
29445 No MI 100103100071850061 7.5 20080401
51007 No MI 100034200005501394 0
93552 No MI 100034200057110862 0
93552 No MI 100034200057110847 7.25 20080401
48234 No MI 100034200057097358 8 20080501
33458 No MI 100034200057091575 7.5 20080401
91406 No MI 100034200057094207 6.625 20080401
4039 No MI 100034200057079109 7.25 20080401
91331 No MI 100034200057090262 5.99 20080401
32746 No MI 100034200057088670 7.125 20080401
75056 No MI 100034200005549492 6.625 20080401
93550 No MI 100034200057086542 0
93550 No MI 100034200057086534 7.375 20080401
85345 No MI 100034200005528546 6.625 20080401
93535 No MI 100034200057085106 0
93535 No MI 100034200057085098 7.125 20080401
92316 No MI 100034200057084380 6 20080401
90302 No MI 100034200057079984 0
90032 No MI 100034200057079943 7.875 20080401
93307 No MI 100034200057079679 7 20080401
21740 No MI 100034200057079331 6.625 20080401
92377 No MI 100034200057078135 6.875 20080401
90302 No MI 100034200057076477 6.99 20080401
98404 No MI 100034200057073599 6.25 20080401
93550 No MI 100034200057070660 6.875 20080401
33054 No MI 100034200057069548 7.875 20080401
1520 No MI 100034200057068854 7.25 20080401
91335 No MI 100034200057065744 7.125 20080401
23237 No MI 100034200057065504 6.75 20080401
64062 No MI 100034200057053328 6.5 20080401
93309 No MI 100034200057062402 7.125 20080401
28751 No MI 100034200057062360 7.25 20080401
22968 No MI 100034200057060539 6.875 20080401
85308 No MI 100034200057057360 0
91340 No MI 100034200057060018 7.5 20080401
98584 No MI 100034200057059846 6.875 20080401
92545 No MI 100034200057058152 7.125 20080401
97068 No MI 100034200057055802 7.625 20080401
92335 No MI 100034200057055646 7.5 20080301
93550 No MI 100034200057054854 7.5 20080401
93560 No MI 100034200057053401 6.875 20080401
85927 No MI 100034200005548015 7.5 20080401
93535 No MI 100034200057046108 7.75 20080401
92308 No MI 100034200057048484 8 20090401
91331 No MI 100034200057045845 7.25 20080301
92236 No MI 100034200005549914 7.5 20080401
48185 No MI 100034200005541713 6.25 20080401
95350 No MI 100034200005549021 6.75 20080401
28301 No MI 100034200005542299 7.25 20080301
92201 No MI 100034200005537901 7.25 20080401
91710 No MI 100034200005528785 0
91710 No MI 100034200005528744 7.5 20080401
93535 No MI 100034200005524982 6.75 20080301
98030 No MI 100034200005515378 0
98030 No MI 100034200005515329 0
92275 No MI 100034200005514579 0
92275 No MI 100034200005514504 7.125 20080401
93280 No MI 100034200005498567 6.875 20080401
91303 No MI 100034200005497098 6.5 20080401
95210 No MI 100034200005489343 6.75 20080301
93505 No MI 100034200005405273 0
93505 No MI 100034200005391044 7.375 20080401
32220 No MI 100312000004188257 7.7 20080401
92335 No MI 100312000004188141 6.5 20080401
80122 No MI 100312000004187937 6.75 20080401
63755 No MI 100312000004187697 6.7 20080401
98903 No MI 100312000004187119 6.7 20080401
92881 No MI 100312000004186996 0
92881 No MI 100312000004186988 6.95 20080401
55025 No MI 100312000004186400 7.09 20090401
98391 No MI 100312000004186004 6.3 20080401
17404 No MI 100312000004185808 0
17404 No MI 100312000004185790 6.85 20080401
23663 No MI 100312000004185717 7.5 20080401
63118 No MI 100312000004185469 8.5 20080401
89142 No MI 100312000004185493 6.95 20080401
95205 No MI 100312000004185287 0
80233 No MI 100312000004185238 7.99 20080401
80116 No MI 100312000004185204 6.49 20080401
92509 No MI 100312000004184991 7.2 20080401
92251 No MI 100312000004184892 8.5 20080401
80211 No MI 100312000004184652 7.5 20080401
92596 No MI 100312000004184389 0
93277 No MI 100312000004184157 6.45 20080401
33309 No MI 100312000004183530 0
95953 No MI 100312000004183498 0
95953 No MI 100312000004183480 7.45 20080401
92571 No MI 100312000004183340 6.1 20080401
91745 No MI 100312000004183415 0
92570 No MI 100312000004183324 6.3 20080401
32205 No MI 100312000004183282 9.05 20080401
95219 No MI 100312000004183183 6.45 20080401
90717 No MI 100312000004183084 5.75 20080401
93552 No MI 100312000004183001 7.75 20080401
95219 No MI 100312000004182938 7.65 20080401
23060 No MI 100312000004182730 0
23060 No MI 100312000004182722 7.7 20080401
86426 No MI 100312000004182268 0
86426 No MI 100312000004182250 7.2 20080401
92410 No MI 100312000004181658 0
95205 No MI 100312000004181468 0
91356 No MI 100312000004181591 0
91356 No MI 100312000004181583 7.6 20080401
95205 No MI 100312000004181450 7.5 20080401
92503 No MI 100321000004180858 0
92503 No MI 100312000004180841 6.7 20080401
33309 No MI 100312000004180783 0
33309 No MI 100312000004180775 7.49 20080401
98229 No MI 100312000004180429 0
89120 No MI 100312000004180098 0
89120 No MI 100312000004180080 7.45 20080401
32224 No MI 100312000004179413 0
32224 No MI 100312000004179405 5.99 20080401
93309 No MI 100312000004179017 6.99 20080401
90620 No MI 100312000004178951 8 20080401
92543 No MI 100312000004178878 0
92543 No MI 100312000004178852 7.45 20080401
93274 No MI 100312000004178274 0
93274 No MI 100312000004178266 6.95 20080401
85042 No MI 100312000004178126 7.85 20080401
89122 No MI 100312000004177870 0
89122 No MI 100312000004177862 6.65 20090401
92394 No MI 100312000004177383 0
92394 No MI 100312000004177375 7.35 20080401
92501 No MI 100312000004176773 0
92501 No MI 100312000004176765 8.05 20080401
92509 No MI 100312000004176138 0
95827 No MI 100312000004175668 0
95827 No MI 100312000004175650 7.4 20080401
92395 No MI 100312000004175411 0
92395 No MI 100312000004175403 6.49 20080401
48126 No MI 100312000004174356 0
48126 No MI 100312000004174349 9.25 20080301
95212 No MI 100312000004173242 7.7 20080401
92316 No MI 100312000004170537 0
92316 No MI 100312000004170529 7.49 20080301
85232 No MI 100312000004159423 7.9 20080301
90047 No MI 100153210603038348 5.5 20080501
20135 No MI 100386100002149789 5.5 20090501
32811 No MI 100203000138391548 5.5 20080501
90710 No MI 100389160000180852 5.5 20080501
39367 No MI 100077440000663991 0
85374 No MI 100386100002145993 5.5 20080501
11701 No MI 100386100002145480 0
22406 No MI 100258950060101188 5.75 20080501
30721 No MI 100016900061261898 5.5 20080501
84107 No MI 100060806040045465 6 20080501
19380 No MI 100076500001200449 0
19380 No MI 100076500000922019 5.5 20080501
95123 No MI 100115400060201045 6 20080401
53066 No MI 100386100002143949 0
85379 No MI 0.00E+00 5.5 20080501
30025 No MI 100148700000341251 5.5 20080401
30152 No MI 100148706022330008 5.5 20080401
30117 No MI 100148706011440008 0
90620 No MI 10014460009748718 5.5 20080501
41005 No MI 100022100138159314 5.5 20080501
70461 No MI 100146410000005797 0
70461 No MI 100146410000005789 5.955 20080801
83201 No MI 100146410000008676 0
22508 No MI 100274130950154478 7.5 20080501
49442 No MI 100330706030112925 5.5 20080401
22191 No MI 100386100002142172 0
22191 No MI 100386100002142131 5.5 20080501
8055 No MI 0.00E+00 0
8055 No MI 100386100002142073 5.5 20080501
33614 No MI 100029500009968771 0
28134 No MI 100029500009959291 0
29073 No MI 100029500009952080 7.5 20080201
27529 No MI 100029500009926837 6.55 20071201
30643 No MI 100029500009901095 0
29661 No MI 100029500009900360 5.75 20071201
32825 No MI 100029500009871074 7.5 20071201
32025 No MI 100029500009813944 0
29907 No MI 100029500009752886 7.5 20080101
32701 No MI 100029500009741418 7.5 20071201
34116 No MI 100029500009740618 7.5 20080201
27407 No MI 100029500009684709 6.15 20071101
34744 No MI 100029500009667753 5.95 20071101
46385 No MI 100029500009625025 7.5 20080101
29644 No MI 100029500009583216 7.5 20071201
96001 No MI 100029500009434113 0
62568 No MI 100029500009389861 6.5 20071201
34758 No MI 100029500009386487 8.4 20071001
32127 No MI 100029500009371026 0
33603 No MI 100029500009226881 7.5 20071201
30643 No MI 100029500009155015 0
28546 No MI 100029500009075486 7.65 20071001
32955 No MI 100029500009069067 0
29322 No MI 100029500008714143 0
19904 No MI 100029500008527172 0
15202 No MI 100029500008513958 7.65 20070901
28205 No MI 100029500007522968 5.85 20071001
32824 No MI 100029500010606758 0
34743 No MI 100029500010327959 6.95 20080201
32210 No MI 100029500010312746 7.5 20080201
29680 No MI 100029500010278533 7.5 20090201
28806 No MI 100029500010258642 5.9 20080101
32809 No MI 100029500010252389 5.99 20080201
34606 No MI 100029500010244360 6.9 20080201
32819 No MI 100029500010243727 6.75 20080101
27587 No MI 100029500010188435 7.5 20080101
28540 No MI 100029500010167553 7.95 20080101
32824 No MI 100029500010121774 7.5 20080101
22851 No MI 100029500010065310 7.5 20080101
30707 No MI 100029500010064917 7.5 20080101
30656 No MI 100029500010057283 6.5 20080101
34761 No MI 100029500010000085 7.5 20080101
21045 No MI 100265600005027516 6.8 20080501
38824 No MI 100265600005027342 7.95 20080401
77573 No MI 100265600005025338 6.6 20080401
35810 No MI 100265600005023341 7.48 20080401
48180 No MI 100265600005023200 7.85 20080501
76248 No MI 100265600005023002 7.25 20080401
73139 No MI 100265600005022756 0
33935 No MI 100265600005019679 7.83 20080401
85051 No MI 100265600005019620 6.1 20080401
77449 No MI 100265600005019356 0
80229 No MI 100265600005019257 7.43 20080401
85204 No MI 100265600005019158 7.25 20080401
23851 No MI 100265600005019075 7.98 20080401
65803 No MI 100265600005019034 7.3 20080401
75228 No MI 100265600005019026 6.65 20080401
46050 No MI 100265600005016287 7.5 20080501
77545 No MI 100265600005015891 0
61856 No MI 100265600005015594 5.5 20080401
75060 No MI 100265600005015495 7 20080401
76248 No MI 100265600005015297 0
46205 No MI 100265600005015255 7 20080401
48532 No MI 100265600005015206 7.45 20080401
73112 No MI 100265600005015032 0
41005 No MI 100265600025014874 7.15 20080401
37207 No MI 100265600005014696 8.05 20080401
38930 No MI 100265600005013516 7.25 20080401
40214 No MI 100265600005013409 6.5 20080401
64118 No MI 100265600005013227 10.2 20080401
98155 No MI 100265600005013151 6.25 20080401
70374 No MI 100265600005012930 6.95 20080401
80239 No MI 100265600005012906 5.7 20080401
32807 No MI 100265600005012898 7.8 20080401
64155 No MI 100265600005012872 8.25 20080401
77019 No MI 100265600005012815 6.65 20080401
66062 No MI 100265600005012765 7.98 20080401
20901 No MI 100265600005012666 6.95 20080401
77706 No MI 100265600005012393 6.6 20080401
85374 No MI 100265600005012310 6.85 20080401
23831 No MI 100265600005012245 7.2 20080401
63123 No MI 100265600005012088 6.2 20080401
78245 No MI 100265600005012047 7.5 20080401
48506 No MI 100265600005011981 7.35 20080401
80221 No MI 100265600005011833 5.45 20080401
32254 No MI 100265600005011817 5.8 20080401
38127 No MI 100265600005011650 0
79701 No MI 100265600005011627 6.2 20080401
73120 No MI 100265600005011544 0
75071 No MI 100265600005011510 0
78660 No MI 100265600005011452 0
80916 No MI 100265600005011403 7.8 20080401
74145 No MI 100265600005011247 7.55 20080401
39194 No MI 100265600005011189 7 20080401
35640 No MI 100265600005011171 6.9 20080401
85033 No MI 100265600005011163 7.9 20080401
38804 No MI 100265600005011122 7.75 20080401
30349 No MI 100265600005011098 0
98059 No MI 100265600005011023 6.1 20080401
85742 No MI 100265600005009993 6.49 20080401
65672 No MI 100265600005009944 6.35 20080401
53402 No MI 100265600005009860 7.75 20080401
70805 No MI 100265600005009803 6.6 20080401
33025 No MI 100265600005009621 6.55 20080401
73159 No MI 100265600005009597 0
40356 No MI 100265600005009480 6.65 20080401
40216 No MI 100265600005009290 8.05 20080401
23112 No MI 100265600005009274 0
77433 No MI 100265600005009241 6.65 20080401
70726 No MI 100265600005009100 7.7 20080401
35603 No MI 100265600005008888 0
73135 No MI 100265600005008870 7.95 20080401
33611 No MI 100265600005008748 6.2 20080401
40004 No MI 100265600005008680 7.55 20080401
98022 No MI 100265600005008599 5.35 20080401
98033 No MI 100265600005008508 8 20080301
77449 No MI 100265600005008458 6.95 20080401
89128 No MI 100265600005008409 0
85743 No MI 100265600005008391 8.1 20080401
23224 No MI 100265600005008383 8.05 20080301
39272 No MI 100265600005008318 6.75 20080301
77450 No MI 100265600005008185 7.6 20080301
77502 No MI 100265600005008060 7.2 20080401
48215 No MI 100265600005008045 0
23227 No MI 100265600005007724 6.85 20080401
63026 No MI 100265600005007518 7.95 20080401
85031 No MI 100265600005007401 6.7 20080401
79720 No MI 100265600005007328 6.95 20080401
67226 No MI 100265600005007294 8.15 20080401
71360 No MI 100265600005007237 7.43 20080401
43610 No MI 100265600005007211 7.1 20080401
38860 No MI 100265600005007161 0
49341 No MI 100265600005007062 6.8 20080401
63121 No MI 100265600005007054 7.5 20090401
83255 No MI 100265600005007013 7.75 20080401
32738 No MI 100265600005006957 7.4 20080401
63010 No MI 100265600005006940 6.1 20080401
77048 No MI 100265600005006676 0
78245 No MI 100265600005006197 0
85713 No MI 100265600005005736 8.3 20080301
35810 No MI 100265600005005546 8.05 20080401
83835 No MI 100265600005005488 6 20080301
39194 No MI 100265600005005462 7 20080401
73105 No MI 100265600005005330 6.5 20080401
98003 No MI 100265600005004960 6.49 20080401
39211 No MI 100265600005004796 7.25 20080401
98087 No MI 100265600005004788 7.25 20080401
63116 No MI 100265600005004770 8.05 20080301
89107 No MI 100265600005004747 6.24 20080401
30363 No MI 100265600005004713 8 20080401
75019 No MI 100265600005004580 7.3 20080401
82601 No MI 100265600005004531 8.05 20080401
35215 No MI 100265600005004283 7.7 20080401
28025 No MI 100265600005004234 0
39211 No MI 100265600005004226 7.5 20080401
33009 No MI 100265600005004176 7.05 20080401
85043 No MI 100265600005004168 6.55 20080401
46143 No MI 100265600005004101 6.25 20080401
80211 No MI 100265600005004077 7.5 20080401
39206 No MI 100265600005003947 7.1 20080401
23451 No MI 100265600005003921 0
79928 No MI 100265600005003806 6.95 20080401
85345 No MI 100265600005003582 6.85 20080401
39206 No MI 100265600005003459 0
74006 No MI 100265600005003442 7.23 20080401
64060 No MI 100265600005003376 0
39056 No MI 100265600005003079 0
75218 No MI 100265600005002972 7.49 20080301
89052 No MI 100265600005002683 6.71 20080401
39211 No MI 100265600005002477 7.85 20080301
62966 No MI 100265600005002287 0
98139 No MI 100265600005002204 6.5 20080301
80123 No MI 100265600005001909 7.55 20080401
77066 No MI 100265600005001503 5.85 20080401
37211 No MI 100265600005001404 7.33 20080401
38930 No MI 100265600005001396 6.8 20080401
77014 No MI 100265600005001289 0
75965 No MI 100265600005000091 0
73117 No MI 100265600005000026 7.05 20080301
60025 No MI 100265600004824962 6 20080401
78572 No MI 100265600004824897 6.5 20080401
98374 No MI 100265600004824731 5.65 20080401
37042 No MI 100265600004824632 7.99 20080401
79762 No MI 100265600004824582 6.85 20080401
76210 No MI 100265600004824574 6.15 20080401
78732 No MI 100265600004824509 8.4 20080401
76002 No MI 100265600004824251 0
75165 No MI 100265600004824178 0
79761 No MI 100265600004824145 0
75248 No MI 100265600004824038 7 20080301
71655 No MI 100265600004823949 6.8 20080401
75232 No MI 100265600004823857 7.09 20080301
48030 No MI 100265600004822925 7.3 20080401
44830 No MI 100265600004822412 7.75 20080301
75432 No MI 100265600004822131 0
98466 No MI 100265600004820853 6.79 20080401
33326 No MI 100265600004820820 0
63033 No MI 100265600004820812 6.35 20080401
79762 No MI 100265600004820804 6.67 20080401
85210 No MI 100265600004820713 7.28 20080501
79763 No MI 100265600004820549 0
77016 No MI 100265600004820465 7.53 20080401
32707 No MI 100265600004820440 8.53 20080401
38637 No MI 100265600004820408 6.98 20080301
33637 No MI 100265600004820366 0
73013 No MI 100265600004820267 8 20080401
75165 No MI 100265600004820218 7 20080401
70131 No MI 100265600004819962 6.75 20080401
72619 No MI 100265600004819863 7.5 20080401
32218 No MI 100265600004819251 7.4 20080401
80012 No MI 100265600004816984 7 20080401
21163 No MI 100265600004816257 8.75 20080201
77494 No MI 100265600004816117 8.05 20080301
39046 No MI 100265600004815739 5.9 20080301
79526 No MI 100265600004815176 8.05 20080401
37110 No MI 100265600004811902 0
77025 No MI 100265600004425455 7.3 20080301
73114 No MI 100265600004425430 7.35 20080401
85741 No MI 100265600004425315 6.98 20080401
89115 No MI 100265600004425125 7.46 20080401
39652 No MI 100265600004424888 7.85 20080401
63139 No MI 100265600004424797 7.6 20080301
28269 No MI 100265600004424227 6.4 20080401
33647 No MI 100265600004423872 5.65 20080401
77090 No MI 100265600004423765 6.65 20080401
77584 No MI 100265600004287988 6.9 20080401
79761 No MI 100265600004287947 0
35749 No MI 100265600004287855 7.4 20080401
85031 No MI 100265600004287798 6.1 20080401
66611 No MI 100265600004287749 8 20080401
32818 No MI 100265600004287665 7.2 20080401
80233 No MI 100265600004287632 5.2 20080401
40014 No MI 100265600004287533 5.5 20080401
63366 No MI 100265600004287459 6.75 20080401
38111 No MI 100265600004287194 7.55 20080401
64055 No MI 100265600004287087 7.55 20080401
73114 No MI 100265600004286964 0
24540 No MI 100265600004286725 7.88 20080401
77611 No MI 100265600004286378 5.85 20080401
35810 No MI 100265600004286295 7.8 20080301
34714 No MI 100265600004286063 6.35 20080401
34208 No MI 100265600004285933 0
70458 No MI 100265600004279498 7.96 20070901
63389 No MI 100265600004258153 7.35 20080401
75144 No MI 100265600004257924 7 20080401
75208 No MI 100265600004257882 7 20080401
66861 No MI 100265600004257734 7.65 20080401
74081 No MI 100265600004257726 7.48 20080401
98003 No MI 100265600004257718 5.55 20080401
20874 No MI 100265600004257643 6.5 20080401
75043 No MI 100265600004257577 6.85 20080401
72002 No MI 100265600004257502 6.2 20080401
85296 No MI 100265600004257387 6 20080401
35803 No MI 100265600004249723 7.97 20080401
44087 No MI 100265600004249509 0
30058 No MI 100265600025047031 0
84105 No MI 100265600025027231 0
63121 No MI 100265600025026878 0
35601 No MI 100265600025019808 0
77449 No MI 100265600025019352 0
75951 No MI 100265600025019246 0
41005 No MI 100265600025014874 0
92154 No MI 100265600025013298 0
78043 No MI 100265600025012704 0
20901 No MI 100265600025012662 0
98203 No MI 100265600025011912 0
75060 No MI 100265600025011425 0
43452 No MI 100265600025011193 0
45406 No MI 100265600025009502 0
98033 No MI 100265600025008504 0
85215 No MI 100265600025007613 0
85338 No MI 100265600025006870 0
38128 No MI 100265600025006581 0
66109 No MI 100265600025006110 0
80022 No MI 100265600025005617 0
83835 No MI 100265600025005484 0
80219 No MI 100265600025004529 0
33462 No MI 100265600025004404 0
98168 No MI 100265600025004362 0
78504 No MI 100265600025004032 0
34758 No MI 100265600025003240 0
23234 No MI 100265600025002234 0
48336 No MI 100265600025001756 0
78045 No MI 100265600024824885 0
78577 No MI 100265600024824224 0
95021 No MI 100265600024824109 0
38018 No MI 100265600024823713 0
63137 No MI 100265600024820966 0
60637 No MI 100265600024820750 0
80012 No MI 100265600024816980 0
77090 No MI 100265600024816543 0
75241 No MI 100265600024813284 0
72764 No MI 100265600024425386 0
35023 No MI 100265600024423019 0
37086 No MI 100265600024287810 0
75051 No MI 100265600024257854 0
66861 No MI 100265600024257730 0
85741 No MI 100265600024257102 0
78577 No MI 100265600024256971 0
84065 No MI 100265600024249265 0
40211 No MI 100263195010388724 7.45 20080401
40211 No MI 100263195010388492 7.45 20080401
63114 No MI 100263195010387577 7.05 20080401
40211 No MI 100263195010387320 7.2 20080401
28086 No MI 100263195010384921 7.6 20080401
40701 No MI 100263195010376687 6.2 20080401
84062 No MI 100263195010374781 5.93 20080401
78526 No MI 100263195010373791 6.6 20080401
29302 No MI 100263195010373619 7 20080401
78258 No MI 100263195010371894 6.85 20080401
80011 No MI 100263195010370490 6.45 20080401
44212 No MI 100263195010370318 7.1 20080401
75088 No MI 100263195010367777 0
27529 No MI 100263195010365797 7.1 20080401
44125 No MI 100263195010365615 6.05 20080401
28590 No MI 100263195010363974 9.1 20080401
74137 No MI 100263195010362232 6.2 20080401
15132 No MI 100263195010361812 0
47441 No MI 100263195010360665 0
29732 No MI 100263195010360582 0
89032 No MI 100263195010357380 7.05 20080401
60156 No MI 100263195010357125 6.55 20080401
47362 No MI 100263195010356960 0
76017 No MI 100263195010356051 0
48219 No MI 100263195010355970 8.7 20080401
15147 No MI 100263195010355715 6.8 20080401
15226 No MI 100263195010352332 7 20080401
76123 No MI 100263195010351342 7.35 20080401
44708 No MI 100263195010349544 8.05 20080401
89081 No MI 100263195010346243 7.55 20080401
32211 No MI 100263195010345740 7 20080401
66223 No MI 100263195010344180 6.25 20110401
78613 No MI 100263195010343018 0
85205 No MI 100263195010342697 5.1 20080401
29520 No MI 100263195010342028 5.2 20110401
29061 No MI 100263195010341780 7 20080401
42134 No MI 100263195010340790 0
8016 No MI 100263195010340469 5.95 20080401
42134 No MI 100263195010339800 8.24 20080401
28376 No MI 100263195010338992 6.7 20080401
17315 No MI 100263195010338810 6.2 20080401
20166 No MI 100263195010337747 6.6 20080401
54952 No MI 100263195010336830 8.1 20080401
34743 No MI 100263195010335766 6.3 20080401
42301 No MI 100263195010332532 0
89146 No MI 100263195010332045 7.12 20080401
34758 No MI 100263195010331625 0
34758 No MI 100263195010331542 7.25 20080401
27529 No MI 100263195010330304 7.15 20110401
77571 No MI 100263195010329900 0
44703 No MI 100263195010329587 7.3 20080401
77489 No MI 100263195010329413 0
44510 No MI 100263195010329173 0
45424 No MI 100263195010328910 0
33615 No MI 100263195010328837 5.6 20080401
37806 No MI 100263195010328670 0
37813 No MI 100263195010328423 5.5 20080401
84116 No MI 100263195010327433 5.6 20080401
43420 No MI 100263195010325940 5.9 20080401
16143 No MI 100263195010325866 0
74106 No MI 100263195010325379 0
79936 No MI 100263195010324539 5.5 20080401
60133 No MI 100263195010324463 6.575 20110401
47025 No MI 100263195010321980 6.05 20080401
22309 No MI 100263195010320578 7.45 20080401
85901 No MI 100263195010319760 7.3 20080401
21215 No MI 100263195010318440 8 20080401
33625 No MI 100263195010316618 6.45 20080401
11779 No MI 100263195010315396 7 20080401
15668 No MI 100263195010314977 6.75 20080401
93635 No MI 100263195010313490 6.9 20080401
62208 No MI 100263195010313078 6.05 20080401
15668 No MI 100263195010311338 0
30297 No MI 100263195010311171 6.05 20080401
44502 No MI 100263195010310421 0
60626 No MI 100263195010309522 4.55 20080401
15235 No MI 100263195010308615 0
89115 No MI 100263195010307708 6.55 20080401
63118 No MI 100263195010306551 0
38401 No MI 100263195010306221 0
76133 No MI 100263195010305561 0
30024 No MI 100263195010304168 5.35 20080401
33907 No MI 100263195010303178 4.75 20080401
60615 No MI 100263195010302832 5.85 20080401
75062 No MI 100263195010302675 5.95 20080401
45238 No MI 100263195010302261 5.75 20080401
21218 No MI 100263195010301842 8.45 20080401
84092 No MI 100263195010301685 7.65 20080401
28170 No MI 100263195010301503 7.1 20080401
48205 No MI 100263195010301354 7.7 20080401
48076 No MI 100263195010300935 7.75 20080401
16502 No MI 100263195010300851 0
27604 No MI 100263195010300513 7.25 20080401
15642 No MI 100263195010299962 6 20080401
40165 No MI 100263195010299624 6.5 20080401
40741 No MI 100263195010298899 0
15068 No MI 100263195010298220 0
93030 No MI 100263195010297800 6 20080401
77520 No MI 100263195010297560 0
70737 No MI 100263195010296570 9.17 20080401
37914 No MI 100263195010295820 0
32308 No MI 100263195010295663 0
92411 No MI 100263195010294757 5.75 20080401
85345 No MI 100263195010294591 5.8 20080401
15210 No MI 100263195010294427 8.2 20080401
20710 No MI 100263195010294187 6.35 20080401
32308 No MI 100263195010293767 7.75 20080401
32811 No MI 100263195010293502 0
48227 No MI 100263195010293437 6.95 20080401
21223 No MI 100263195010293197 7.2 20080401
48235 No MI 100263195010292850 6.35 20080401
32811 No MI 100263195010292512 6.25 20080401
42325 No MI 100263195010291035 7.45 20080401
77433 No MI 100263195010290953 6.6 20080401
75670 No MI 100263195010289641 6.25 20110401
19608 No MI 100263195010289567 6.1 20080401
44312 No MI 100263195010289153 0
75043 No MI 100263195010288999 5.7 20080401
42064 No MI 100263195010288403 0
73109 No MI 100263195010287744 0
44306 No MI 100263195010287587 6.55 20080401
65668 No MI 100263195010287256 6.35 20080401
30144 No MI 100263195010286001 6.45 20080401
78245 No MI 100263195010285847 0
34653 No MI 100263195010285011 7.45 20080401
34653 No MI 100263195010283784 0
75006 No MI 100263195010282950 7.6 20080401
46214 No MI 100263195010282463 6 20080401
40004 No MI 100263195010282042 7.45 20080401
21502 No MI 100263195010281549 6.95 20080401
27105 No MI 100263195010280558 5.83 20080401
44833 No MI 100263195010280301 6.35 20080401
91605 No MI 100263195010279170 5.25 20110401
72104 No MI 100263195010278263 7.3 20080401
60707 No MI 100263195010278180 0
78210 No MI 100263195010277505 0
27610 No MI 100263195010277356 8.3 20080401
77053 No MI 100263195010277190 6.65 20080401
43302 No MI 100263195010276937 5.6 20080401
24416 No MI 100263195010276770 0
77056 No MI 100263195010276697 7.23 20080401
31088 No MI 100263195010276366 5.8 20080401
28513 No MI 100263195010276101 6.55 20061001
21223 No MI 100263195010275608 7.55 20080401
29210 No MI 100263195010274874 0
33610 No MI 100263195010274536 0
33610 No MI 100263195010274460 7.75 20080401
46143 No MI 100263195010273884 7.1 20080401
6776 No MI 100263195010273629 6.35 20080401
28105 No MI 100263195010273215 6.8 20080401
29073 No MI 100263195010272308 6.95 20080401
85345 No MI 100263195010271805 7 20080401
66223 No MI 100263195010270401 6.6 20080401
38468 No MI 100263195010270328 7.35 20080401
23803 No MI 100263195010268850 7.75 20080401
77026 No MI 100263195010268694 9.15 20080401
15132 No MI 100263195010267944 9 20080401
45207 No MI 100263195010267290 6.15 20080401
14626 No MI 100263195010267118 0
45005 No MI 100263195010266953 6.95 20080401
48336 No MI 100263195010266797 5.7 20080401
46201 No MI 100263195010266201 7 20080401
48180 No MI 100263195010266128 0
45205 No MI 100263195010265963 0
66062 No MI 100263195010265880 6.12 20080401
93620 No MI 100263195010265625 5.5 20080401
94601 No MI 100263195010265476 5.3 20080401
28451 No MI 100263195010265211 6.55 20080401
77077 No MI 100263195010264305 6.85 20080401
15214 No MI 100263195010264149 7.9 20090401
48221 No MI 100263195010263075 6.45 20080401
46236 No MI 100263195010262812 5.95 20080401
63136 No MI 100263195010262242 7.65 20080401
73110 No MI 100263195010262168 0
30331 No MI 100263195010261582 0
47714 No MI 100263195010261178 6.45 20080401
15214 No MI 100263195010258950 0
30274 No MI 100263195010258208 6.33 20080401
73110 No MI 100263195010258125 7.49 20080401
8086 No MI 100263195010257705 6.95 20080401
7106 No MI 100263195010257390 8.1 20080401
32507 No MI 100263195010256483 0
23840 No MI 100263195010256301 0
97266 No MI 100263195010254579 0
97128 No MI 100263195010253902 6.17 20090401
30504 No MI 100263195010252425 0
48227 No MI 100263195010251682 0
89131 No MI 100263195010251351 0
89131 No MI 100263195010251195 7.35 20080401
27616 No MI 100263195010250932 0
27616 No MI 100263195010250361 6.45 20080401
30016 No MI 100263195010249223 5.25 20080401
44306 No MI 100263195010248316 7.35 20080401
77521 No MI 100263195010248159 6.3 20080401
30233 No MI 100263195010247995 6.05 20080401
7718 No MI 100263195010247573 5.6 20080401
77469 No MI 100263195010247169 0
77035 No MI 100263195010246906 0
66062 No MI 100263195010246740 5.95 20080401
89031 No MI 100263195010246336 4.55 20080401
21037 No MI 100263195010246179 6.3 20070401
92411 No MI 100263195010244356 6.3 20080401
30523 No MI 100263195010244018 6.3 20080401
77084 No MI 100263195010243937 6.95 20080401
29403 No MI 100263195010243101 7.35 20080401
27360 No MI 100263195010242780 0
62254 No MI 100263195010242376 0
77084 No MI 100263195010242111 0
30331 No MI 100263195010241618 6.2 20080401
77396 No MI 100263195010241535 7.25 20080401
40118 No MI 100263195010241469 5.5 20080401
15212 No MI 100263195010241386 8.5 20080401
45895 No MI 100263195010240966 5.45 20080401
45207 No MI 100263195010240883 0
89108 No MI 100263195010239992 4.5 20080401
60608 No MI 100263195010239810 7.9 20080401
78233 No MI 100263195010239166 0
78233 No MI 100263195010238580 7 20080401
27406 No MI 100263195010238416 6.05 20080401
77067 No MI 100263195010238093 0
76010 No MI 100263195010237590 5.7 20080401
16255 No MI 100263195010237426 7.3 20080401
48030 No MI 100263195010237343 7.05 20080401
77067 No MI 100263195010236923 7.7 20080401
78220 No MI 100263195010236683 0
34758 No MI 100263195010235776 7.2 20080401
77071 No MI 100263195010235446 7.6 20080401
30135 No MI 100263195010235107 6.9 20110401
37618 No MI 100263195010235024 0
79928 No MI 100263195010234035 0
11590 No MI 100263195010233870 4.95 20080401
77355 No MI 100263195010233797 7.7 20080401
8094 No MI 100263195010233615 5.5 20080401
72801 No MI 100263195010232880 5.7 20080401
63034 No MI 100263195010232708 6.75 20080401
63052 No MI 100263195010232138 9.05 20080401
7106 No MI 100263195010232054 7.75 20080401
44241 No MI 100263195010231973 0
28732 No MI 100263195010231551 7.3 20080401
45013 No MI 100263195010231304 8.6 20080401
40165 No MI 100263195010230645 0
22601 No MI 100263195010230561 6.3 20080401
23452 No MI 100263195010230314 6.15 20080401
12533 No MI 100263195010230157 5.4 20080401
19135 No MI 100263195010229266 0
60542 No MI 100263195010229001 5.95 20080401
79830 No MI 100263195010228680 0
34758 No MI 100263195010228359 0
60618 No MI 100263195010228011 6.75 20080401
34788 No MI 100263195010227856 5.45 20080401
34788 No MI 100263195010227443 0
77706 No MI 100263195010227104 0
46160 No MI 100263195010226601 0
45424 No MI 100263195010226114 6.35 20080401
44134 No MI 100263195010224960 5.75 20080401
45205 No MI 100263195010224887 8.7 20080401
44105 No MI 100263195010224705 9 20080401
48206 No MI 100263195010224218 5.65 20080401
23607 No MI 100263195010223558 5.45 20080401
43130 No MI 100263195010222725 5.75 20080401
46408 No MI 100263195010222642 6.2 20080401
33313 No MI 100263195010222238 7.75 20080401
16101 No MI 100263195010221651 6.4 20080401
63113 No MI 100263195010221248 7.9 20080401
27253 No MI 100263195010221081 0
28805 No MI 100263195010220901 7.9 20080401
27253 No MI 100263195010220828 7.6 20080401
15666 No MI 100263195010220745 0
32771 No MI 100263195010220588 6.1 20080401
29936 No MI 100263195010220414 8.15 20110401
27107 No MI 100263195010220331 5.5 20080401
15301 No MI 100263195010220091 0
45251 No MI 100263195010219853 7.45 20080401
29406 No MI 100263195010219366 6.45 20080401
84119 No MI 100263195010218863 7.4 20080401
89104 No MI 100263195010218376 5.35 20080401
84015 No MI 100263195010218111 0
74033 No MI 100263195010217956 0
74033 No MI 100263195010217790 6.25 20080401
89122 No MI 100263195010217469 6.55 20080401
27516 No MI 100263195010217386 6.95 20080401
8085 No MI 100263195010216966 7.35 20080401
30248 No MI 100263195010216701 6.75 20080401
27516 No MI 100263195010215554 0
63049 No MI 100263195010215141 6.75 20080401
30101 No MI 100263195010214722 0
30101 No MI 100263195010214565 6.3 20080401
28334 No MI 100263195010214151 6.65 20080401
22309 No MI 100263195010213997 6.25 20080401
37179 No MI 100263195010213815 5.95 20080401
15210 No MI 100263195010213732 8.5 20080401
77450 No MI 100263195010212098 0
48021 No MI 100263195010211678 6.55 20080401
48234 No MI 100263195010211421 9.95 20080401
77083 No MI 100263195010210928 6.625 20080401
30103 No MI 100263195010210191 0
42501 No MI 100263195010209615 6.8 20080401
27616 No MI 100263195010208963 5.45 20080401
32824 No MI 100263195010208880 6.25 20080401
73130 No MI 100263195010208476 0
63121 No MI 100263195010207890 5.95 20080401
27405 No MI 100263195010207486 5.77 20080401
45867 No MI 100263195010207304 7.6 20080401
30044 No MI 100263195010207064 0
48219 No MI 100263195010206728 6.25 20080401
16001 No MI 100263195010205993 7.7 20080401
32829 No MI 100263195010205738 0
27330 No MI 100263195010205654 0
33069 No MI 100263195010205324 6.95 20080401
19090 No MI 100263195010205241 7.35 20080401
63137 No MI 100263195010204822 7.9 20080401
87114 No MI 100263195010203915 6.75 20080401
94521 No MI 100263195010203832 6 20080401
27330 No MI 100263195010203345 7 20080401
45431 No MI 100263195010203006 0
43113 No MI 100263195010202842 0
11208 No MI 100263195010202016 0
27539 No MI 100263195010201935 6.25 20080401
63118 No MI 100263195010201851 6.75 20080401
77064 No MI 100263195010201778 6.55 20080401
78228 No MI 100263195010201695 0
11212 No MI 100263195010201364 6.7 20080401
66102 No MI 100263195010201026 6.25 20080401
46952 No MI 100263195010200606 7.25 20080401
76227 No MI 100263195010200036 0
39819 No MI 100263195010199063 5.9 20080401
19426 No MI 100263195010198230 6.35 20080401
73942 No MI 100263195010197992 6.58 20080401
30253 No MI 100263195010197570 0
30253 No MI 100263195010197323 7 20080401
43235 No MI 100263195010196416 6.35 20090401
30008 No MI 100263195010196176 5.75 20080401
78221 No MI 100263195010195830 7.35 20080401
31008 No MI 100263195010195756 6.25 20080401
8005 No MI 100263195010195673 7.49 20080401
30110 No MI 100263195010195269 7.4 20080401
60630 No MI 100263195010194270 6.575 20080401
44137 No MI 100263195010193694 6.35 20080401
89122 No MI 100263195010193512 5.35 20110401
20850 No MI 100263195010193363 6.75 20080401
34639 No MI 100263195010193280 6.5 20080401
27260 No MI 100263195010192944 0
97233 No MI 100263195010192290 5.35 20080401
43055 No MI 100263195010189650 0
77076 No MI 100263195010187001 0
75217 No MI 100263195010186508 0
43113 No MI 100263195010184867 7 20080401
89122 No MI 100263195010180980 0
89122 No MI 100263195010180808 6.7 20080401
63136 No MI 100263195010179917 7.7 20080401
11236 No MI 100263195010177440 0
46112 No MI 100263195010177366 7.49 20080401
29229 No MI 100263195010176780 6.75 20080401
7036 No MI 100263195010176376 6.75 20080401
76108 No MI 100263195010176293 0
44105 No MI 100263195010176111 0
48210 No MI 100263195010176038 9.25 20080401
30032 No MI 100263195010175618 6.6 20080401
27217 No MI 100263195010175386 6.85 20080401
44137 No MI 100263195010175204 7.05 20080401
28215 No MI 100263195010174967 5.75 20080401
75602 No MI 100263195010174629 0
37227 No MI 100263195010174470 7.25 20080401
77048 No MI 100263195010174132 0
55124 No MI 100263195010173977 0
23454 No MI 100263195010173894 0
33319 No MI 100263195010173712 7.6 20080401
44118 No MI 100263195010173068 7.2 20080401
20770 No MI 100263195010172490 0
85226 No MI 100263195010172235 5.5 20080401
48342 No MI 100263195010172151 7.1 20080401
20770 No MI 100263195010172078 7.75 20080401
44089 No MI 100263195010171732 7.15 20080401
85029 No MI 100263195010171575 5.95 20080401
44215 No MI 100263195010170742 0
30039 No MI 100263195010170668 7.5 20080401
30173 No MI 100263195010170585 5.45 20080401
84065 No MI 100263195010169934 6.45 20080401
47710 No MI 100263195010169850 0
37917 No MI 100263195010169694 0
27560 No MI 100263195010169512 7.4 20080401
78723 No MI 100263195010169280 7.85 20080401
45212 No MI 100263195010169025 0
45619 No MI 100263195010168860 0
29673 No MI 100263195010168787 7.7 20080401
11520 No MI 100263195010168456 6.2 20080401
45212 No MI 100263195010168373 6.15 20080401
42001 No MI 100263195010168118 0
46805 No MI 100263195010167870 0
55124 No MI 100263195010167615 7.475 20080401
28052 No MI 100263195010167201 0
89148 No MI 100263195010167128 0
89148 No MI 100263195010167045 6.35 20080401
27101 No MI 100263195010166963 7.55 20080401
37923 No MI 100263195010166880 0
29588 No MI 100263195010166625 0
15216 No MI 100263195010165718 0
48221 No MI 100263195010165551 8.05 20080401
22407 No MI 100263195010165304 6.2 20110401
27614 No MI 100263195010165148 0
44870 No MI 100263195010165064 0
77095 No MI 100263195010164802 6.9 20080401
33126 No MI 100263195010164562 7.75 20080401
22407 No MI 100263195010164497 0
72002 No MI 100263195010164315 0
30044 No MI 100263195010164232 6.7 20080401
32503 No MI 100263195010164158 0
33023 No MI 100263195010162665 6.3 20080401
33860 No MI 100263195010162582 6.7 20080401
75180 No MI 100263195010161915 7.75 20080401
33624 No MI 100263195010161592 6.8 20080401
28079 No MI 100263195010161428 0
77086 No MI 100263195010160685 7.75 20080401
89015 No MI 100263195010160354 7.15 20080401
33179 No MI 100263195010160271 7.45 20080401
77009 No MI 100263195010160198 7.05 20080401
77449 No MI 100263195010160016 0
48204 No MI 100263195010159794 7.23 20080401
28079 No MI 100263195010159380 6.35 20080401
60459 No MI 100263195010159042 5.7 20090401
24572 No MI 100263195010158473 0
30310 No MI 100263195010158135 0
75801 No MI 100263195010157970 9.25 20080401
31721 No MI 100263195010157228 6.2 20080401
30646 No MI 100263195010157061 6.95 20110401
11553 No MI 100263195010156642 7.5 20080401
86401 No MI 100263195010156568 5.75 20080401
16354 No MI 100263195010156493 0
11553 No MI 100263195010156311 0
48329 No MI 100263195010155818 7.35 20080401
45342 No MI 100263195010155248 0
42743 No MI 100263195010155164 0
15368 No MI 100263195010154902 0
28216 No MI 100263195010154662 5.3 20080401
48203 No MI 100263195010154589 8.75 20080401
40505 No MI 100263195010154258 6.5 20080401
80210 No MI 100263195010153839 6.95 20080401
60425 No MI 100263195010153599 5.45 20080401
63114 No MI 100263195010153342 8.05 20080401
33619 No MI 100263195010153185 7.25 20080401
34984 No MI 100263195010152682 6.9 20080401
77061 No MI 100263195010152500 7.65 20080401
60139 No MI 100263195010152351 5.5 20080401
47362 No MI 100263195010152013 0
93647 No MI 100263195010151858 6 20080401
47362 No MI 100263195010151692 7 20080401
29579 No MI 100263195010151288 6.1 20090401
30286 No MI 100263195010151106 0
30286 No MI 100263195010150603 7 20080401
46222 No MI 100263195010150520 0
44870 No MI 100263195010150298 0
28804 No MI 100263195010150033 7.9 20080401
21122 No MI 100263195010149647 4.8 20080401
80239 No MI 100263195010149316 5.6 20080401
38122 No MI 100263195010149233 7.65 20080401
45840 No MI 100263195010149159 6.95 20080401
98270 No MI 100263195010149076 0
98520 No MI 100263195010148995 6.3 20080401
60016 No MI 100263195010148573 5.95 20080401
11221 No MI 100263195010148409 5.25 20080401
22407 No MI 100263195010148169 5.95 20080401
30066 No MI 100263195010147740 6.05 20080401
48221 No MI 100263195010147583 8.1 20110401
27610 No MI 100263195010146593 5.65 20080401
11234 No MI 100263195010146429 5.6 20080401
77024 No MI 100263195010146346 6.6 20080401
77084 No MI 100263195010146262 0
18018 No MI 100263195010146007 7.49 20080401
21403 No MI 100263195010145843 6.65 20080401
21403 No MI 100263195010145504 0
44709 No MI 100263195010145439 8.2 20080401
27502 No MI 100263195010144853 0
37415 No MI 100263195010144697 0
44095 No MI 100263195010144515 5.55 20080401
41073 No MI 100263195010143780 7.2 20080401
29687 No MI 100263195010143376 6.65 20090401
42141 No MI 100263195010143038 0
92344 No MI 100263195010142535 5.75 20080401
94801 No MI 100263195010142204 0
30084 No MI 100263195010142121 5.8 20080401
89108 No MI 100263195010141701 0
95677 No MI 100263195010141479 0
72120 No MI 100263195010141396 0
77062 No MI 100263195010141214 7.55 20080401
73008 No MI 100263195010140976 10.1 20080401
24551 No MI 100263195010140893 7.35 20080401
77082 No MI 100263195010140067 0
77082 No MI 100263195010139820 7 20080401
22553 No MI 100263195010139747 5.35 20080401
7108 No MI 100263195010139580 8.4 20080401
6513 No MI 100263195010139259 7 20080401
89110 No MI 100263195010138426 6.85 20080401
81001 No MI 100263195010138343 0
81001 No MI 100263195010138186 6.8 20080401
74953 No MI 100263195010137923 0
7871 No MI 100263195010137840 7.35 20080401
30016 No MI 100263195010137683 6.5 20080401
15235 No MI 100263195010137436 6.9 20110401
41129 No MI 100263195010137196 0
48235 No MI 100263195010136859 8.9 20080401
43026 No MI 100263195010136446 6.05 20080401
47648 No MI 100263195010136362 7.5 20080401
88001 No MI 100263195010135943 0
75028 No MI 100263195010135869 0
37216 No MI 100263195010135604 0
94801 No MI 100263195010135521 7.2 20080401
34748 No MI 100263195010135455 0
33563 No MI 100263195010135372 7.45 20080401
92376 No MI 100263195010134953 0
74133 No MI 100263195010134797 0
30041 No MI 100263195010134615 6.25 20080401
8514 No MI 100263195010133625 6.8 20080401
28212 No MI 100263195010133476 0
73107 No MI 100263195010132551 0
48238 No MI 100263195010132304 8.275 20080401
11367 No MI 100263195010132221 6.65 20080401
46123 No MI 100263195010132148 0
88046 No MI 100263195010132064 5.85 20080401
79928 No MI 100263195010131983 7.75 20080401
19074 No MI 100263195010131231 8.2 20080401
23222 No MI 100263195010131074 8.25 20080401
30076 No MI 100263195010130993 6.25 20080401
43609 No MI 100263195010130811 7.15 20080401
7002 No MI 100263195010130654 7.35 20080401
42701 No MI 100263195010130571 7.3 20080401
27534 No MI 100263195010130324 0
95203 No MI 100263195010129920 0
11756 No MI 100263195010129847 6.3 20080401
93906 No MI 100263195010129508 0
37764 No MI 100263195010129011 8 20080401
77554 No MI 100263195010128773 8.6 20080401
79007 No MI 100263195010128690 0
33624 No MI 100263195010128518 0
98632 No MI 100263195010128443 0
28277 No MI 100263195010128369 6.75 20080401
98632 No MI 100263195010128286 6.6 20080401
63118 No MI 100263195010127783 7.8 20080401
20784 No MI 100263195010127528 6.6 20080401
76664 No MI 100263195010127452 0
89103 No MI 100263195010127379 5.9 20080401
33624 No MI 100263195010126959 7 20080401
33782 No MI 100263195010126876 5.8 20080401
44067 No MI 100263195010126462 9.15 20080401
44012 No MI 100263195010126389 0
79904 No MI 100263195010126124 0
78063 No MI 100263195010126041 6.98 20080401
33993 No MI 100263195010125969 7.7 20080401
45014 No MI 100263195010125886 6.65 20080401
28212 No MI 100263195010125548 7 20080401
64503 No MI 100263195010125134 6.8 20080401
21133 No MI 100263195010124970 6.25 20080401
97045 No MI 100263195010124558 6.75 20080401
30043 No MI 100263195010123725 5.5 20080401
78233 No MI 100263195010123642 0
47630 No MI 100263195010123568 0
77014 No MI 100263195010123493 0
47630 No MI 100263195010123311 6.5 20080401
47807 No MI 100263195010123154 7.65 20080401
93720 No MI 100263195010123071 7.05 20080401
62218 No MI 100263195010122990 6.1 20080401
90604 No MI 100263195010121901 0
32505 No MI 100263195010121745 7 20080401
37010 No MI 100263195010121588 6.85 20080401
47111 No MI 100263195010121257 6.99 20080401
75252 No MI 100263195010121174 0
8060 No MI 100263195010120911 5.7 20080401
37821 No MI 100263195010120341 5.9 20110401
22642 No MI 100263195010120267 6.55 20080401
30224 No MI 100263195010120184 0
78758 No MI 100263195010120002 0
77036 No MI 100263195010119525 6 20080401
43219 No MI 100263195010119293 0
30102 No MI 100263195010119038 6 20080401
63132 No MI 100263195010118956 7.25 20080401
79415 No MI 100263195010118535 0
48223 No MI 100263195010118048 6.3 20080401
27597 No MI 100263195010117545 7.25 20080401
29566 No MI 100263195010116976 0
34473 No MI 100263195010116893 6.85 20080401
42104 No MI 100263195010116711 7.4 20080401
84010 No MI 100263195010116489 6.07 20080401
92376 No MI 100263195010116141 6.2 20080401
75052 No MI 100263195010115648 7.8 20080401
85228 No MI 100263195010115564 0
95203 No MI 100263195010115077 7.58 20080401
98270 No MI 100263195010113825 5.27 20080401
24517 No MI 100263195010113171 5.65 20080401
27048 No MI 100263195010112918 6.2 20080401
15417 No MI 100263195010112595 0
73160 No MI 100263195010112181 0
77013 No MI 100263195010112009 6.95 20080401
74337 No MI 100263195010111928 5.7 20080401
75137 No MI 100263195010111845 0
91790 No MI 100263195010111688 0
47371 No MI 100263195010110938 7.2 20080401
63857 No MI 100263195010110441 6.7 20080401
75071 No MI 100263195010110029 7.3 20080401
46123 No MI 100263195010109708 5.7 20080401
42134 No MI 100263195010109138 0
29414 No MI 100263195010109054 0
29414 No MI 100263195010108718 7.15 20080401
90222 No MI 100263195010107801 0
60435 No MI 100263195010107728 7.05 20080401
60639 No MI 100263195010107314 5.457 20080401
63129 No MI 100263195010107074 6.35 20080401
64030 No MI 100263195010106993 0
73108 No MI 100263195010106811 0
44704 No MI 100263195010106738 8.7 20080401
30040 No MI 100263195010106654 0
71671 No MI 100263195010106407 0
64735 No MI 100263195010106324 7.4 20080401
79938 No MI 100263195010106241 6.65 20080401
77033 No MI 100263195010106167 0
76135 No MI 100263195010106084 7 20080401
11530 No MI 100263195010105748 0
85302 No MI 100263195010105664 7.3 20080401
11040 No MI 100263195010105334 6.05 20080401
77053 No MI 100263195010105250 6 20080401
30741 No MI 100263195010104832 6.95 20080401
80013 No MI 100263195010104675 8.45 20080401
29860 No MI 100263195010104592 7.1 20080401
75137 No MI 100263195010104261 7.25 20070401
45214 No MI 100263195010104006 8.7 20080401
20832 No MI 100263195010103925 6.05 20080401
48227 No MI 100263195010103842 7.95 20080401
60453 No MI 100263195010102695 6.2 20080401
73119 No MI 100263195010101457 0
78239 No MI 100263195010101119 0
33063 No MI 100263195010100616 6.25 20080401
21225 No MI 100263195010100533 6.35 20080401
21225 No MI 100263195010099644 0
73110 No MI 100263195010098992 0
63116 No MI 100263195010098810 7.9 20080401
27107 No MI 100263195010098737 6.25 20080401
77437 No MI 100263195010098406 7.5 20080401
93543 No MI 100263195010098240 5.5 20080401
73112 No MI 100263195010097903 0
18017 No MI 100263195010097820 6.35 20080401
28643 No MI 100263195010097663 6.75 20080401
28532 No MI 100263195010096673 0
32818 No MI 100263195010096269 0
77586 No MI 100263195010095766 0
60620 No MI 100263195010095436 5.2 20080401
75081 No MI 100263195010095352 0
30183 No MI 100263195010094850 6.05 20160401
31405 No MI 100263195010094694 0
48228 No MI 100263195010094363 7.85 20080401
80126 No MI 100263195010094280 0
93906 No MI 100263195010094108 5.09 20110401
48035 No MI 100263195010094025 6.5 20080401
92882 No MI 100263195010093456 0
30288 No MI 100263195010092953 0
63135 No MI 100263195010092870 7 20080401
23224 No MI 100263195010092532 0
43906 No MI 100263195010092383 0
76306 No MI 100263195010092201 0
28227 No MI 100263195010091880 0
28472 No MI 100263195010091708 0
30213 No MI 100263195010091625 0
28277 No MI 100263195010090973 6.3 20080401
30213 No MI 100263195010090890 5.5 20080401
77082 No MI 100263195010090635 0
22655 No MI 100263195010089744 6.55 20080401
45207 No MI 100263195010089587 9.75 20090401
15601 No MI 100263195010088910 6.95 20080401
28306 No MI 100263195010088837 0
60605 No MI 100263195010088183 5.85 20080401
28715 No MI 100263195010087359 0
23432 No MI 100263195010086286 0
47909 No MI 100263195010086021 7.5 20080401
78109 No MI 100263195010085940 0
73401 No MI 100263195010085866 0
66007 No MI 100263195010085379 9.55 20090401
95820 No MI 100263195010084794 5.63 20080401
95340 No MI 100263195010084612 6.05 20080401
30114 No MI 100263195010084539 7.1 20080401
95340 No MI 100263195010084208 0
76354 No MI 100263195010083960 0
76690 No MI 100263195010083887 0
62060 No MI 100263195010083549 5.5 20080401
89104 No MI 100263195010083473 6.35 20080401
22192 No MI 100263195010083218 0
78109 No MI 100263195010083135 7.6 20080401
77469 No MI 100263195010082897 5.35 20080401
21218 No MI 100263195010082715 0
93635 No MI 100263195010082145 5.49 20080401
37066 No MI 100263195010081725 7.2 20080401
32736 No MI 100263195010081568 6.55 20080401
89081 No MI 100263195010081311 5.5 20080301
40299 No MI 100263195010081071 8.15 20080401
47374 No MI 100263195010080990 6.2 20080301
7111 No MI 100263195010080735 6.4 20080401
27265 No MI 100263195010080081 6.25 20080401
85023 No MI 100263195010079927 6.8 20080401
70665 No MI 100263195010079356 7.5 20080301
20623 No MI 100263195010079273 6.55 20080401
19143 No MI 100263195010079018 6.15 20080401
41033 No MI 100263195010078853 7.45 20080401
29223 No MI 100263195010078770 7.7 20080401
29365 No MI 100263195010078440 0
43620 No MI 100263195010078366 7.25 20080401
63138 No MI 100263195010078101 7.7 20080401
45211 No MI 100263195010078028 0
44133 No MI 100263195010077947 7 20080401
45211 No MI 100263195010077863 6.4 20080301
15147 No MI 100263195010077608 0
20902 No MI 100263195010077525 6.3 20080301
15410 No MI 100263195010077459 7.45 20080401
20902 No MI 100263195010077111 0
45230 No MI 100263195010076956 0
23860 No MI 100263195010076618 7.75 20080401
31088 No MI 100263195010076535 6.05 20080401
60002 No MI 100263195010076469 0
45230 No MI 100263195010076204 5.49 20080301
42101 No MI 100263195010076048 6.8 20080301
40352 No MI 100263195010075966 6.3 20080401
89117 No MI 100263195010075545 6.05 20080401
33624 No MI 100263195010075214 6.2 20080401
95212 No MI 100263195010074894 7.95 20080301
38305 No MI 100263195010074555 0
28215 No MI 100263195010073805 0
27617 No MI 100263195010073235 7.7 20080401
22192 No MI 100263195010073078 6.45 20080301
34772 No MI 100263195010072245 7.4 20080401
45418 No MI 100263195010071908 0
20744 No MI 100263195010071742 4.55 20080301
77064 No MI 100263195010071254 7 20080401
80221 No MI 100263195010071171 0
28676 No MI 100263195010070595 6.4 20080401
80221 No MI 100263195010070348 6.975 20080301
48820 No MI 100263195010069605 0
44112 No MI 100263195010069035 0
30318 No MI 100263195010068953 5.9 20080401
44512 No MI 100263195010068532 9 20080301
30004 No MI 100263195010067625 8.45 20080401
89029 No MI 100263195010067476 6.1 20090401
75137 No MI 100263195010066064 5.99 20080401
78250 No MI 100263195010065983 0
98662 No MI 100263195010065561 6.1 20080301
65355 No MI 100263195010065314 6.6 20080401
16121 No MI 100263195010065231 0
64124 No MI 100263195010065074 7.15 20080401
78250 No MI 100263195010064655 6.45 20080401
78745 No MI 100263195010060364 0
78249 No MI 100263195010060109 0
45822 No MI 100263195010060026 0
79936 No MI 100263195010059390 7.5 20080401
64850 No MI 100263195010059218 5.55 20080401
16160 No MI 100263195010058970 7 20080401
72120 No MI 100263195010058632 8.8 20080301
97022 No MI 100263195010058061 0
88001 No MI 100263195010057568 0
60651 No MI 100263195010057493 0
72023 No MI 100263195010057238 6.6 20080301
78612 No MI 100263195010056404 0
78026 No MI 100263195010055828 0
20667 No MI 100263195010055414 6.6 20110401
47022 No MI 100263195010055331 5.85 20080401
29532 No MI 100263195010054425 7.85 20080301
45011 No MI 100263195010054268 0
67209 No MI 100263195010054185 7 20080401
23324 No MI 100263195010052932 6.6 20080401
77396 No MI 100263195010052510 4.05 20080401
43123 No MI 100263195010052361 6.25 20080401
76302 No MI 100263195010048666 0
77547 No MI 100263195010048336 7.65 20080401
77081 No MI 100263195010048096 0
77389 No MI 100263195010047833 0
33647 No MI 100263195010047189 0
8051 No MI 100263195010046843 6.15 20080401
77035 No MI 100263195010046355 7.75 20080301
62343 No MI 100263195010045282 0
30310 No MI 100263195010044780 6.05 20080301
43613 No MI 100263195010044525 7.4 20080401
45503 No MI 100263195010043790 6.45 20080401
30281 No MI 100263195010042966 6 20080401
43613 No MI 100263195010041893 5.8 20080401
92407 No MI 100263195010035531 7.15 20080301
95023 No MI 100263195010031993 4.5 20080301
43605 No MI 100263195010029104 7.7 20080301
31804 No MI 100263195010027124 6.95 20080401
89117 No MI 100263195010023990 5.55 20080301
77072 No MI 100263195010016150 7.8 20080301
46237 No MI 100263195010014668 0
43605 No MI 100263195009961200 0
98661 No MI 100263195009951482 5.49 20080301
91343 No MI 100263195009921113 6.1 20080301
63134 No MI 100263195008705319 5.8 20080301
89506 No MI 100331700902541724 5.875 20080401
46366 No MI 100077400205228644 7.3 20081101
27909 No MI 100077442800709354 0
39339 No MI 100077400205231044 6.25 20081101
85345 No MI 100331700902572885 7.25 20080401
39208 No MI 100077400205233230 0
89060 No MI 100331700902583684 5.5 20080401
48439 No MI 100077400205242777 0
43213 No MI 100331700902576381 5.5 20080401
49503 No MI 100331700902534042 9.99 20080401
60612 No MI 100077400205240946 0
91204 No MI 100077400205240342 0
94565 No MI 100077400205237009 0
38863 No MI 100077400205244146 7.775 20080101
20136 No MI 100031444006040001 5.5 20080501
33905 No MI 100077400205245465 5.5 20090101
43605 No MI 100077400205225277 7.6 20081101
19057 No MI 100076500000196044 5.5 20080501
30607 No MI 100077400205241910 7.975 20071201
22554 No MI 100386100002141216 5.5 20080501
32796 No MI 100337505100016492 6.35 20070701
92557 No MI 100337506010050951 6.5 20080201
32195 No MI 100337506010051413 0
89123 No MI 100337500511290521 0
90221 No MI 100337506020056485 6.25 20080301
93534 No MI 100337506010051686 0
95209 No MI 100337506010050472 0
32713 No MI 100337506010052908 6.75 20080301
90732 No MI 100337506020054159 5.25 20080301
92395 No MI 100337506010051538 6.7 20080301
85228 No MI 100337506020054175 0
33594 No MI 100337506010051983 6.15 20080301
96793 No MI 100337506010049979 6.99 20080301
94591 No MI 100337506010048757 5.25 20080201
93312 No MI 100337506010049276 5.6 20080201
91605 No MI 100337506010047635 6 20080201
32796 No MI 100337506010047122 0
89131 No MI 100337506010046504 6 20080201
95035 No MI 100337506010045993 6.75 20080201
91706 No MI 100337506010045605 6.25 20080201
97267 No MI 100337506010044939 6.99 20080301
92865 No MI 100337506010045068 6.7 20080201
92691 No MI 100337506010044228 6.25 20080201
89145 No MI 100337500511285885 6.99 20080201
90061 No MI 100337506010048518 0
92392 No MI 100337506010046116 6.99 20080201
91384 No MI 100337506010044319 6.99 20080201
92508 No MI 100337506010042701 0
91801 No MI 100337506010041919 5.65 20080201
85303 No MI 100337506010041620 5.74 20080201
33569 No MI 100337506010041034 0
97045 No MI 100337506010041000 0
96706 No MI 100337506010040911 6 20080201
33012 No MI 100337506010040713 6.99 20080301
94533 No MI 100337506010046587 0
94541 No MI 100337506010044517 6.74 20080201
89015 No MI 100337506010050720 0
91604 No MI 100337506010043584 0
46404 No MI 100337506010049516 6.99 20080201
93551 No MI 100337506010040796 6.99 20080201
92505 No MI 100337506010043121 6 20080201
32810 No MI 100337506010045530 6.25 20080201
32725 No MI 100337506010044616 6.25 20080201
92308 No MI 100337506010042479 6.99 20080201
90047 No MI 100337506010044293 0
33180 No MI 100337506010044822 5.75 20080201
93704 No MI 100337506010043311 6.5 20080201
91206 No MI 100337506010043857 0
95206 No MI 100337506010040929 5.74 20080201
85602 No MI 100337506010046140 6.7 20080201
85326 No MI 100337506010041273 0
33162 No MI 100337506020054076 6.99 20080301
87410 No MI 100337505120036868 6.99 20080101
95823 No MI 100337506010044707 6.99 20080301
89030 No MI 100337505120040431 6.5 20080201
91722 No MI 100337506010042214 6.99 20080201
91746 No MI 100337505120039904 0
96019 No MI 100337505120039052 5 20080101
32825 No MI 100337506010041133 0
90813 No MI 100337505120036595 0
33020 No MI 100337500511284318 5.5 20080201
87105 No MI 100337505120038997 6.99 20080101
33912 No MI 100337505120031901 0
33612 No MI 100337505120037742 6.99 20080201
94558 No MI 100337505120037403 6.75 20080101
33810 No MI 100337505120038799 0
32053 No MI 100337505120037494 6.99 20080101
89121 No MI 100337505120038369 5.65 20080101
93536 No MI 100337505120036975 0
93630 No MI 100337505120035407 0
90638 No MI 100337505120035456 5.25 20080101
89108 No MI 100337505120035092 0
91321 No MI 100337505120035704 5.7 20090101
92840 No MI 100337505120040159 4.74 20080201
91977 No MI 100337505120034376 0
91324 No MI 100337505120037353 0
92311 No MI 100337505120034186 0
90802 No MI 100337500512013534 0
94591 No MI 100337506010041406 5.6 20080201
85303 No MI 100337505120033535 0
89122 No MI 100337506010043345 6.25 20080401
93041 No MI 100337505120032610 6.99 20080201
92694 No MI 100337500511284490 0
80621 No MI 100337500051201706 6.99 20080101
90044 No MI 100337506010040879 6.25 20080201
92345 No MI 100337500051200781 5.25 20080101
85713 No MI 100337500051122449 6.99 20080101
89031 No MI 100337500051120088 6.25 20080201
87121 No MI 100337505110029022 0
89178 No MI 100337505110029790 5.74 20080101
80537 No MI 100337505110026184 6.74 20071201
29440 No MI 100337505110025988 0
93638 No MI 100337500051111772 0
85710 No MI 100337505110029014 6.99 20071201
88061 No MI 100337505110027232 6.1 20071201
34491 No MI 100337505110027638 0
85301 No MI 100337500051106871 6.99 20080101
54562 No MI 100337505110021276 0
87401 No MI 100337505110021607 0
96749 No MI 100337505100016864 6.99 20071101
89014 No MI 100337505100011543 5.44 20071101
33068 No MI 100337506010045720 5.74 20080201
89406 No MI 100337505100013267 6.99 20071101
91206 No MI 100337505100017110 5.25 20101001
33193 No MI 100337505100014422 6.74 20070901
89102 No MI 100337505110025269 6.99 20070901
89052 No MI 100337506020054019 5.74 20080301
93306 No MI 100337506010046694 6.3 20080201
97030 No MI 100337506020053888 6.99 20080301
33169 No MI 100337506020057384 0
96744 No MI 100337506010050316 5.9 20080301
90037 No MI 100337506010045639 0
89015 No MI 100337506010052593 6.99 20080301
33991 No MI 100337506010047056 0
91722 No MI 100337506010044566 5.74 20080201
90706 No MI 100337506020055222 0
92570 No MI 100337506010050795 6.99 20080201
89107 No MI 100337506010049060 6 20080201
92545 No MI 100337506010050688 6.25 20080201
90044 No MI 100337506010044830 6.5 20080201
95020 No MI 100337506020054555 0
94577 No MI 100337506010052437 6.25 20080301
89130 No MI 100337506030065831 0
90680 No MI 100337506030069916 0
86406 No MI 100337506020063226 6.99 20080401
85746 No MI 100337506020062954 6 20080401
89005 No MI 100337506030070914 5.74 20080401
91730 No MI 100337506020063721 0
85302 No MI 100337506030067175 6.99 20080401
85706 No MI 100337506030065633 6.74 20080401
91343 No MI 100337506020059018 5.875 20080401
93035 No MI 100337506020061550 6 20080301
92243 No MI 100337506020060040 0
91321 No MI 100337506030065955 6.25 20080401
89147 No MI 100337506020061543 0
93223 No MI 100337506020059901 5 20080301
89122 No MI 100337506030070146 0
89108 No MI 100337506030067746 6.74 20080401
91344 No MI 100337506030065385 6.99 20080401
90805 No MI 100337506020060842 6.74 20080301
85616 No MI 100337506020055966 0
89030 No MI 100337506020057632 6.99 20080401
33647 No MI 100337506020058721 6.25 20080301
87121 No MI 100337506010053344 6.74 20080301
87121 No MI 100337506020057822 6.55 20080401
91722 No MI 100337506020059000 0
94565 No MI 100337506010053211 6 20080301
85249 No MI 100337506010048385 0
92612 No MI 100337506010052452 5 20080301
93535 No MI 100337506010052734 6 20080301
92363 No MI 100337506020060404 6.99 20080301
34473 No MI 100337506020057673 6.99 20080301
85249 No MI 100337506020055826 6.7 20080301
85035 No MI 100337506020056816 0
92591 No MI 100337506010049490 5.75 20080201
85219 No MI 100337506020058333 6 20080401
63120 No MI 100337506020058556 0
32953 No MI 100337506030069254 6.25 20080401
92220 No MI 100337506010051454 6.25 20080301
85303 No MI 100337506010050241 6.99 20080201
34759 No MI 100337506010047999 0
92530 No MI 100337506010053302 6.74 20080301
92503 No MI 100337506010042834 5.74 20080201
90018 No MI 100337506010047544 0
92880 No MI 100337506010043535 6.6 20080201
85273 No MI 100337506010044186 6.99 20080201
34786 No MI 100337506010045860 6.4 20080201
92530 No MI 100337506010046686 5.2 20080201
94531 No MI 100337506010045845 6.5 20080201
85746 No MI 100337506010042768 6.99 20080201
89031 No MI 100337506010051033 6.75 20080301
64015 No MI 100337506010050142 6.4 20080301
80219 No MI 100337506020062715 0
87114 No MI 100337506010045977 5.85 20080201
93536 No MI 100337506010047817 0
94531 No MI 100337506010040721 6.7 20080201
86404 No MI 100337506030072761 0
85223 No MI 100337506030072837 6.25 20080401
31539 No MI 100337506030077059 6.75 20080401
96150 No MI 100337506030070377 6 20080401
85706 No MI 100337506030071326 0
91104 No MI 100337506030071318 0
90040 No MI 100337506030075947 0
93727 No MI 100337506030072373 6.25 20080401
90650 No MI 100337506030071334 5.9 20080401
90712 No MI 100337506030072860 6.25 20080401
93552 No MI 100337506030070583 6 20080401
91406 No MI 100337506030073934 6.7 20080401
90638 No MI 100337506030074452 6 20090401
89015 No MI 100337506030074114 0
85741 No MI 100337506030072977 6.99 20080401
85033 No MI 100337506030074742 6.99 20080401
93030 No MI 100337506030067894 0
93535 No MI 100337506030064594 0
91910 No MI 100337506020061451 0
85053 No MI 100337506030070625 6 20080401
92374 No MI 100337506030069577 0
89015 No MI 100337506030067704 0
94040 No MI 100337506030064479 0
94518 No MI 100337506030069502 5.7 20080401
32807 No MI 100337506030065625 5.8 20080401
80911 No MI 100337506030072324 6.75 20080401
92324 No MI 100337506030069312 0
92345 No MI 100337506030068546 0
85706 No MI 100337506020063432 0
90806 No MI 100337506030074320 0
32738 No MI 100337506030071664 6.5 20080401
92335 No MI 100337506020061089 4.95 20080401
89031 No MI 100337506030064370 6.99 20080401
87144 No MI 100337506030068231 6.25 20080401
32907 No MI 100337506030066995 6.25 20080401
94558 No MI 100337506030073959 5.74 20080401
89147 No MI 100337506030071789 5.75 20080401
85268 No MI 100337506020061568 6.25 20080401
90061 No MI 100337506020056873 5.25 20080301
91762 No MI 100337506020062590 5.74 20080301
89110 No MI 100337506020062541 0
85641 No MI 100337506030067944 0
85014 No MI 100337506030066425 6.99 20080401
92530 No MI 100337506020060768 0
91710 No MI 100337506020056378 0
91761 No MI 100337506020056295 0
92405 No MI 100337506020061246 5.75 20080401
33801 No MI 100337506020062319 6.99 20080301
33569 No MI 100337506030073850 6.99 20080401
90670 No MI 100337506030073314 6.99 20080401
89107 No MI 100337506030072571 5.7 20080401
89030 No MI 100337506030068538 0
92501 No MI 100337506030071649 6.25 20080401
90044 No MI 100337506030067852 6.25 20080401
85745 No MI 100337506030071219 6.25 20080401
33019 No MI 100337506030072167 6.25 20080401
93280 No MI 100337506030070674 0
85051 No MI 100337506030071748 0
92405 No MI 100337506030065419 6.99 20080401
32837 No MI 100337506030075327 6.25 20080401
92336 No MI 100337506030073355 5.25 20080401
32725 No MI 100337506030066276 6.7 20080401
91791 No MI 100337506030068827 0
85339 No MI 100337506030070070 6 20080401
85040 No MI 100337506030071474 0
92201 No MI 100337506030065898 5.54 20080401
33993 No MI 100337506020062251 5.76 20080401
34746 No MI 100337506020063325 0
93212 No MI 100337506020060446 6.7 20080301
94124 No MI 100337506020057251 5.25 20080301
89031 No MI 100337506020059414 5.5 20080301
87144 No MI 100337506030067126 5.75 20080401
95828 No MI 100337506030064446 6 20080401
92345 No MI 100337506020061006 5.25 20080301
32809 No MI 100337506020059067 0
92308 No MI 100337506030070559 5.45 20080401
96706 No MI 100337506030064420 5 20080401
93033 No MI 100337506020055479 5.1 20080301
94544 No MI 100337506030064644 6.75 20080401
89436 No MI 100337506030065468 6 20080401
33021 No MI 100337506020053730 5 20080301
32808 No MI 100337506020062111 6.75 20080401
33033 No MI 100337506030071102 6 20080401
34743 No MI 100337506020056725 0
89129 No MI 100337506010052486 6.5 20080301
94621 No MI 100337506020055743 6.25 20080301
91762 No MI 100337506020059257 5.5 20080301
95122 No MI 100337506020054910 6.99 20080301
94607 No MI 100337506010053377 6.5 20080401
92346 No MI 100337506020059786 6.25 20080401
92596 No MI 100337506010046975 6.15 20080201
85035 No MI 100337506020054886 6.99 20080301
93536 No MI 100337506020053904 5.7 20080301
85713 No MI 100337506020058598 0
85282 No MI 100337506010052247 6.99 20080301
91752 No MI 100337506010048187 0
92307 No MI 100337506010046264 0
91977 No MI 100337506010047197 0
85383 No MI 100337506010049185 6.74 20080201
89031 No MI 100337506010047916 0
87507 No MI 100337506010049631 6.25 20080201
85363 No MI 100337506010049052 4.75 20080201
33511 No MI 100337506010053161 6.99 20080301
90240 No MI 100337506010046892 0
85746 No MI 100337506010047288 6.99 20080201
92563 No MI 100337506020056220 5 20080301
92505 No MI 100337506010042099 0
90250 No MI 100337506010051090 0
89103 No MI 100337506020058747 5.5 20080301
34743 No MI 100337506010044947 6.65 20080201
89107 No MI 100337506010046371 0
92102 No MI 100337506010045464 5.75 20080201
92677 No MI 100337506030066490 6.1 20080401
32810 No MI 100337506030068355 0
91351 No MI 100337506010045563 6.99 20080201
90620 No MI 100337506010043071 0
91790 No MI 100337506010043741 5.75 20090201
92325 No MI 100337506010041455 0
16102 No MI 100209500100292180 8.05 20090301
32404 No MI 100209500100291661 6.75 20080301
71106 No MI 100209500100290663 8 20080301
46217 No MI 100209500100290507 8 20080201
32277 No MI 100209500100289673 6.75 20080201
37924 No MI 100209500100288089 8.25 20080101
33411 No MI 100209500100281837 0
33411 No MI 100209500100281829 8.5 20080101
32763 No MI 100028510001039274 0
32763 No MI 100028510001038433 7 20080401
23608 No MI 100028510001036718 7 20090401
48066 No MI 100028510001036544 7 20080401
33805 No MI 100028510001035694 7 20090401
48091 No MI 100028510001035488 7 20080401
80004 No MI 100407010001035035 7 20080401
64063 No MI 100028510001034622 0
98375 No MI 100028510001034325 7 20080401
40217 No MI 100028510001033723 7 20080401
95209 No MI 100028510001033673 7 20080401
52001 No MI 100028510001032824 7 20080401
32818 No MI 100028510001032410 7 20080401
98858 No MI 100028510001032394 0
98858 No MI 100028510001032386 7 20080401
48414 No MI 100028510001029408 7 20080401
95249 No MI 100028510001027675 0
97038 No MI 100028510001026735 7 20080401
21217 No MI 100028510001026305 0
21217 No MI 100028510001026289 7 20090401
93657 No MI 100028510001024060 7 20080401
65536 No MI 100028510001011463 0
37013 No MI 100028510001006257 0
8244 No MI 100028510001005440 7 20090301
37013 No MI 100028510001005010 7 20080201
92325 No MI 100028510001004807 0
23703 No MI 100028510001002520 7 20080301
37167 No MI 100028510001002298 0
30291 No MI 100028510000999130 6.875 20090301
95361 No MI 100028510000998728 7 20080401
37620 No MI 100028510000993554 0
37620 No MI 100028510000992358 7 20080201
37167 No MI 100028510000981161 7 20080201
63366 No MI 100028510000974588 7 20080101
63901 No MI 100028510000972541 7 20080201
93204 No MI 100028510000967764 0
93204 No MI 100028510000967723 6.75 20080301
33411 No MI 100028510000919427 7 20071001
11726 No MI 100274130810151805 5.99 20080201
92411 No MI 100274130311137394 0
98642 No MI 100274130121143129 0
97420 No MI 100389160000092628 6.75 20080501
71655 No MI 100077442800733826 0
99208 No MI 100077440000667711 6.25 20090201
92405 No MI 100271100000220267 6.75 20080501
48225 No MI 100124100000021631 5.5 20080501
29732 No MI 100273100008194660 0
30360 No MI 100273100008201457 5.5 20080401
21601 No MI 100273100008190023 0
27106 No MI 100273100008193324 5.5 20080401
53142 No MI 100273100008188977 6.25 20080401
30316 No MI 100273100008202935 5.5 20080401
33617 No MI 100209500100294608 7.25 20080401
46157 No MI 100209500100294319 6.75 20080401
15376 No MI 100209500100294277 6.5 20080401
46235 No MI 100209500100293964 7 20080401
46218 No MI 100209500100293915 7 20080401
16156 No MI 100209500100293782 7.65 20080401
43028 No MI 100209500100293766 6.75 20080401
33405 No MI 100209500100293725 6.5 20080401
43160 No MI 100209500100293709 7.5 20080401
67060 No MI 100209500100293501 6.75 20080401
33617 No MI 100209500100293428 8 20080401
44203 No MI 100209500100293030 7.25 20080401
43229 No MI 100209500100292958 7 20080401
40272 No MI 100209500100292800 0
40272 No MI 100209500100292784 6.75 20080401
37820 No MI 100209500100292628 6.75 20080401
32218 No MI 100209500100292610 7 20080401
32218 No MI 100209500100292305 6.75 20080401
42541 No MI 100209500100291802 6.75 20080401
33881 No MI 100209500100291711 7.25 20080301
44857 No MI 100209500100291539 7.25 20080301
33617 No MI 100209500100291380 7.05 20080301
32822 No MI 100209500100290788 9.15 20090401
32065 No MI 100209500100290739 8 20080301
61542 No MI 100404400000025678 0
30016 No MI 100032100001009628 5.5 20080401
30180 No MI 100032100001009271 0
30180 No MI 100032100001009263 5.5 20080401
30145 No MI 100032100001003480 5.5 20080401
28269 No MI 100032100000614378 5.5 20080401
28269 No MI 100032100001014628 5.5 20080401
30127 No MI 100032100001012515 5.5 20080401
30168 No MI 100032100001011004 5.5 20080401
30141 No MI 100032100001008950 0
30141 No MI 100032100001008943 5.5 20080401
30252 No MI 100032100001014966 5.5 20080401
30291 No MI 100032100001009388 5.5 20080301
30253 No MI 100032100001007861 0
30253 No MI 100032100001007853 5.5 20080301
30114 No MI 100032100001012556 0
30114 No MI 100032100001012549 5.5 20080401
30213 No MI 100032100001011814 5.5 20080401
30252 No MI 100032100001013752 5.5 20080401
30274 No MI 100032100001010667 5.5 20080401
30507 No MI 100032100001008844 5.5 20080401
30179 No MI 100032100001008620 5.5 20080301
30135 No MI 100032100001008661 5.5 20090401
30331 No MI 100032100001014313 5.5 20080401
30135 No MI 100032100001010345 5.5 20080401
30106 No MI 100032100001009248 5.5 20080401
30011 No MI 100032100001006517 5.5 20080401
30039 No MI 100032100000609386 6.5 20080101
30115 No MI 100032100001015799 5.5 20080401
30115 No MI 100032100001015781 0
30228 No MI 100032100001008703 5.5 20080301
98014 No MI 100077440000625123 5.6 20080101
27104 No MI 100077440000596670 0
33972 No MI 100386100002135960 6.25 20080501
23690 No MI 100386100002135135 5.5 20080501
92883 No MI 100122200002362082 5.95 20080301
2302 No MI 100122200002465166 5.3 20090401
2150 No MI 100122200002465224 5.3 20080401
2122 No MI 100122200002393244 5.3 20080401
44121 No MI 100122200002373238 0
44106 No MI 100122200002398375 5.5 20090401
45123 No MI 100122200002450812 0
44077 No MI 100122200002389515 5.5 20080301
44109 No MI 100122200002383997 5.95 20080301
44507 No MI 100122200002402227 4 20080401
44125 No MI 100122200002401450 0
44125 No MI 100122200002401435 4 20080401
45214 No MI 100122200002402557 5.65 20080401
45230 No MI 100122200002374822 5.5 20080301
44105 No MI 100122200002394036 4 20080301
44149 No MI 100122200002397070 0
44104 No MI 100122200002384870 0
44118 No MI 100122200002386313 5.5 20080301
44691 No MI 100122200002379029 5.5 20080301
44118 No MI 100122200002392378 4 20080401
44320 No MI 100122200002363015 5.5 20080301
44502 No MI 100122200002402235 5 20080401
44120 No MI 100122200002370804 5.5 20080301
44301 No MI 100122200002365689 5.5 20080301
44112 No MI 100122200002345863 5.5 20080301
44108 No MI 100122200002392394 5.5 20080401
48034 No MI 100122200002375704 6.5 20080301
44310 No MI 100122200002350277 5.5 20080301
45365 No MI 100122200002351564 0
44110 No MI 100122200002349212 0
44102 No MI 100122200002358825 5.95 20080301
44509 No MI 100122200002357850 5.5 20080301
44128 No MI 100122200002417514 3.7 20080401
21085 No MI 100122200002453592 6.1 20080401
21084 No MI 100122200002468624 5.3 20080401
20002 No MI 100122200002445549 0
20002 No MI 100122200002445507 6.25 20080401
20018 No MI 100122200002454194 5.95 20080401
20772 No MI 100122200002437785 5.95 20080401
21214 No MI 100122200002449541 5.95 20080401
20744 No MI 100122200002450671 0
20744 No MI 100122200002450606 6.2 20080401
21206 No MI 100122200002438171 5.95 20080401
32714 No MI 100122200002437041 5.95 20080401
17368 No MI 100122200002465976 5.95 20080401
21666 No MI 100122200002417571 5.95 20080401
20784 No MI 100122200002428719 5.95 20080401
33914 No MI 100122200002449509 5.5 20080401
23669 No MI 100122200002437777 6.25 20080401
20772 No MI 100122200002414396 5.95 20080401
20744 No MI 100122200002411087 5.95 20090401
20705 No MI 100122200002415427 5.3 20080401
21227 No MI 100122200002391867 0
21227 No MI 100122200002391818 5.95 20080301
22663 No MI 100122200002407705 5.5 20080401
21875 No MI 100122200002391693 5.3 20080301
21623 No MI 100122200002421565 5.95 20080401
21205 No MI 100122200002382536 5.3 20080301
20746 No MI 100122200002411632 0
20746 No MI 100122200002411590 6.2 20080401
21133 No MI 100122200002369541 5.95 20080301
21224 No MI 100122200002410352 6.5 20080401
20706 No MI 100122200002410592 5.95 20080401
21409 No MI 100122200002376082 5.95 20080301
21225 No MI 100122200002308895 6.45 20080201
77566 No MI 100122200002466743 0
77515 No MI 100122200002456785 5.5 20080401
77099 No MI 100122200002468772 5.5 20080401
77547 No MI 100122200002453196 6.75 20080401
77084 No MI 100122200002442793 5.95 20080401
77042 No MI 100122200002427489 0
77042 No MI 100122200002427364 6.4 20080401
72022 No MI 100122200002435565 4 20090401
76086 No MI 100122200002440409 0
77054 No MI 100122200002419791 0
77054 No MI 100122200002419775 5.95 20080401
77355 No MI 100122200002429899 0
77066 No MI 100122200002401393 0
77066 No MI 100122200002401385 6.25 20080301
77045 No MI 100122200002398656 5.5 20080401
78046 No MI 100122200002457213 5.95 20080401
77083 No MI 100122200002391008 6.75 20080301
75904 No MI 100122200002408893 6.1 20080401
77017 No MI 100122200002378245 0
77474 No MI 100122200002410840 0
77489 No MI 100122200002401443 6.25 20080401
77053 No MI 100122200002383674 5.5 20080301
77087 No MI 100122200002413570 0
77087 No MI 100122200002413554 6.5 20080401
76704 No MI 100122200002382452 5.5 20080301
79364 No MI 100122200002386297 0
77057 No MI 100122200002375357 5.95 20080301
77053 No MI 100122200002383278 0
85705 No MI 100122200002397450 0
85310 No MI 100122200002384177 0
85323 No MI 100122200002383039 0
85714 No MI 100122200002396767 0
32725 No MI 100122200002441894 0
32703 No MI 100122200002459466 0
33175 No MI 100122200002438759 0
32817 No MI 100122200002454129 0
33936 No MI 100122200002454004 0
33782 No MI 100122200002399613 0
32776 No MI 100122200002361787 5.95 20080301
34684 No MI 100122200002352885 6.45 20080301
33187 No MI 100122200002469051 0
33187 No MI 100122200002468996 5.99 20080401
33175 No MI 100122200002453238 6.5 20080401
33178 No MI 100122200002459359 6.05 20080401
33139 No MI 100122200002453253 6.05 20080401
33142 No MI 100122200002437744 5.5 20080401
33023 No MI 100122200002453345 6.5 20080401
33401 No MI 100122200002433974 0
33025 No MI 100122200002431564 5.5 20080401
33186 No MI 100122200002428693 0
33177 No MI 100122200002466818 0
33177 No MI 100122200002466784 6.4 20080401
32835 No MI 100122200002435607 0
32835 No MI 100122200002435516 5.85 20080401
33175 No MI 100122200002417605 6.25 20080401
33160 No MI 100122200002404413 6.25 20080401
33169 No MI 100122200002465422 5.95 20080401
33162 No MI 100122200002420229 0
33165 No MI 100122200002404629 0
33165 No MI 100122200002404595 5.95 20080401
33311 No MI 100122200002424056 5.5 20080401
33157 No MI 100122200002397393 0
33157 No MI 100122200002397302 5.95 20080301
33009 No MI 100122200002402508 5.5 20080401
33710 No MI 100122200002426390 5.95 20080401
34690 No MI 100122200002399100 5.85 20080401
33441 No MI 100122200002413810 5.95 20080401
34758 No MI 100122200002413943 6.05 20080401
32835 No MI 100122200002405774 0
32835 No MI 100122200002405709 5.85 20080401
33993 No MI 100122200002402938 5.95 20080401
33165 No MI 100122200002383146 5.85 20080301
33936 No MI 100122200002410634 0
33936 No MI 100122200002410550 5.75 20080401
33010 No MI 100122200002405568 0
33010 No MI 100122200002405501 5.75 20080401
33157 No MI 100122200002419858 5.95 20080401
46205 No MI 100122200002411517 6.1 20080401
33056 No MI 100122200002434873 5.95 20080401
34758 No MI 100122200002386057 0
34758 No MI 100122200002386016 6.5 20080301
32703 No MI 100122200002418793 0
32703 No MI 100122200002418744 6.25 20080401
33401 No MI 100122200002433966 6.3 20080401
34606 No MI 100122200002414552 0
33142 No MI 100122200002417092 6.1 20080401
34606 No MI 100122200002414545 5.85 20080401
32311 No MI 100122200002392725 5.95 20080401
33144 No MI 100122200002404314 5.95 20080401
33155 No MI 100122200002382973 0
34758 No MI 100122200002384391 0
33167 No MI 100122200002408885 5.95 20080401
32131 No MI 100122200002427497 5.95 20080401
34758 No MI 100122200002384243 6.5 20080301
32839 No MI 100122200002412424 6.05 20080401
30349 No MI 100122200002391545 5.3 20080301
31907 No MI 100122200002418942 0
33178 No MI 100122200002395918 5.5 20080401
32829 No MI 100122200002389606 5.95 20080301
33021 No MI 100122200002386149 0
33021 No MI 100122200002386099 6.25 20080301
33023 No MI 100122200002410279 6.1 20080301
28215 No MI 100122200002372263 5.3 20080301
33311 No MI 100122200002379821 0
33311 No MI 100122200002379789 6.4 20080301
34473 No MI 100122200002379672 5.5 20080301
30354 No MI 100122200002383195 5.3 20080401
31093 No MI 100122200002432430 6.45 20080401
33016 No MI 100122200002458732 6.05 20080401
33181 No MI 100122200002400262 0
33181 No MI 100122200002400130 6.5 20080301
33023 No MI 100122200002388277 5.95 20080301
33138 No MI 100122200002380456 5.5 20080301
30032 No MI 100122200002405543 5.7 20080401
33178 No MI 100122200002403985 0
33328 No MI 100122200002445465 5.5 20080401
33178 No MI 100122200002403936 6.25 20080401
30311 No MI 100122200002391065 5.3 20080301
33334 No MI 100122200002373261 0
33334 No MI 100122200002373196 5.75 20080301
33334 No MI 100122200002399605 0
33334 No MI 100122200002399548 5.75 20080401
33141 No MI 100122200002410204 6.1 20080401
33024 No MI 100122200002385141 5.5 20080301
33012 No MI 100122200002387832 5.95 20080301
72202 No MI 100122200002353933 5.95 20080301
32750 No MI 100122200002360730 0
32750 No MI 100122200002360680 6.3 20080301
30206 No MI 100122200002378641 5.7 20080401
33020 No MI 100122200002394978 5.95 20080301
30310 No MI 100122200002382502 5.3 20080301
33127 No MI 100122200002386792 5.95 20080301
27106 No MI 100122200002386768 5.3 20080301
27106 No MI 100122200002386628 5.3 20080301
33301 No MI 100122200002366976 5.5 20080301
33054 No MI 100122200002395645 6.45 20110301
33147 No MI 100122200002414651 0
33168 No MI 100122200002370358 5.95 20080301
34986 No MI 100122200002314166 5.65 20080201
55068 No MI 100122200002433537 0
55421 No MI 100122200002437553 6.1 20080401
55346 No MI 100122200002389663 6.1 20080401
55434 No MI 100122200002378252 5.5 20080301
53032 No MI 100122200002403811 5 20080401
56401 No MI 100122200002384136 5.95 20080301
56007 No MI 100122200002388053 5.95 20080401
55124 No MI 100122200002374517 6.25 20080301
55335 No MI 100122200002386958 6.1 20080301
55427 No MI 100122200002367156 5.95 20080301
55104 No MI 100122200002440714 6.45 20080401
55775 No MI 100122200002368865 5.5 20080301
53212 No MI 100122200002383914 5.3 20080301
55101 No MI 100122200002349246 5.5 20080301
55912 No MI 100122200002309331 5.95 20080201
64429 No MI 100122200002387444 5 20080301
64720 No MI 100122200002403878 5.95 20080401
66016 No MI 100122200002374186 5.95 20080301
32259 No MI 100122200002335427 6.25 20080201
66048 No MI 100122200002370903 5.5 20080301
66048 No MI 100122200002370796 5.5 20080301
84651 No MI 100122200002445390 0
48910 No MI 100122200002386859 5.85 20080301
48224 No MI 100122200002347810 5.5 20080301
48910 No MI 100122200002329479 5.5 20080201
98270 No MI 100122200002449392 6.05 20080401
98203 No MI 100122200002384847 5.95 20080301
60410 No MI 100122200002380647 5 20080301
92882 No MI 100122200002436985 5.65 20080401
92345 No MI 100122200002448188 6.05 20080401
92325 No MI 100122200002450309 5.95 20080401
80538 No MI 100122200002440904 5.95 20080401
92405 No MI 100122200002420096 5.95 20080401
92407 No MI 100122200002413034 5.95 20080401
91344 No MI 100122200002419031 5.95 20080401
92377 No MI 100122200002412754 6.1 20080401
91767 No MI 100122200002407135 6.1 20080401
92591 No MI 100122200002424643 6.99 20080401
92307 No MI 100122200002407077 6.5 20080401
92879 No MI 100122200002439211 6.5 20080401
92376 No MI 100122200002418777 6.5 20080401
90047 No MI 100122200002398920 5.95 20080401
92316 No MI 100122200002410063 5.95 20080401
92324 No MI 100122200002387741 6.1 20080401
92337 No MI 100122200002381645 6.5 20080401
92223 No MI 100122200002399266 6.25 20080401
98604 No MI 100122200002412077 0
15106 No MI 100122200002466230 5.95 20080401
15057 No MI 100122200002451059 0
15057 No MI 100122200002450952 5.99 20080401
19050 No MI 100122200002450887 6.1 20090401
15010 No MI 100122200002461744 5.5 20080401
15108 No MI 100122200002448949 0
19518 No MI 100122200002453816 5.95 20080401
19143 No MI 100122200002434089 6.75 20080401
16146 No MI 100122200002438262 0
15147 No MI 100122200002461405 0
15147 No MI 100122200002461371 6.3 20080401
19120 No MI 100122200002444245 5.95 20080401
44833 No MI 100122200002445044 6.1 20080401
19030 No MI 100122200002435318 5.5 20080401
19119 No MI 100122200002437884 0
8361 No MI 100122200002440789 6.1 20080401
19138 No MI 100122200002464599 0
18704 No MI 100122200002462726 5.5 20080401
16157 No MI 100122200002441639 5.5 20080401
19138 No MI 100122200002440581 5.5 20080401
19023 No MI 100122200002423975 0
19023 No MI 100122200002423926 5.99 20080401
19135 No MI 100122200002453659 6.1 20080401
8731 No MI 100122200002428339 5.95 20080401
19131 No MI 100122200002420583 5.95 20080401
16301 No MI 100122200002426432 6.1 20080401
15120 No MI 100122200002423942 5.95 20080401
17846 No MI 100122200002426580 0
19134 No MI 100122200002448220 6.1 20080401
18352 No MI 100122200002436860 0
19061 No MI 100122200002427679 5.95 20080401
15216 No MI 100122200002421631 5.95 20080401
19124 No MI 100122200002414990 0
19047 No MI 100122200002411822 6.1 20080401
18466 No MI 100122200002401526 6.25 20080401
19406 No MI 100122200002432299 5.95 20080401
15218 No MI 100122200002427141 0
43938 No MI 100122200002412036 5.95 20080401
43938 No MI 100122200002410865 5.5 20080401
19150 No MI 100122200002441019 0
19124 No MI 100122200002413745 0
19150 No MI 100122200002440953 6.4 20080401
22041 No MI 100122200002430541 5.95 20080401
19130 No MI 100122200002421409 5.5 20080401
19132 No MI 100122200002410261 5.5 20080401
15012 No MI 100122200002430608 0
16354 No MI 100122200002420856 5.5 20080401
15204 No MI 100122200002428479 0
19145 No MI 100122200002404439 5.95 20080401
19143 No MI 100122200002434485 5.95 20080401
19121 No MI 100122200002402276 5.5 20080401
19604 No MI 100122200002457734 5.5 20080401
15110 No MI 100122200002410725 6.1 20080401
21213 No MI 100122200002424106 5.95 20080401
15210 No MI 100122200002412366 0
19143 No MI 100122200002410329 5.65 20080401
16121 No MI 100122200002394176 0
15425 No MI 100122200002399514 6.25 20080401
11413 No MI 100122200002410378 5.95 20080401
19454 No MI 100122200002401724 5 20080401
19023 No MI 100122200002417803 5.5 20080401
4901 No MI 100122200002401658 0
4901 No MI 100122200002401567 5.8 20080401
19143 No MI 100122200002390083 5.95 20080301
19153 No MI 100122200002389978 5.95 20080301
15401 No MI 100122200002420237 0
32605 No MI 100122200002411434 6.1 20090401
20706 No MI 100122200002400452 5.95 20080401
15701 No MI 100122200002409016 0
19154 No MI 100122200002401922 5.5 20080401
15044 No MI 100122200002411855 5.95 20080401
15642 No MI 100122200002408349 0
15110 No MI 100122200002390471 5.95 20080401
15212 No MI 100122200002417365 0
16625 No MI 100122200002407168 6.25 20080401
15367 No MI 100122200002410188 5.95 20080401
15367 No MI 100122200002410147 5.95 20080401
15312 No MI 100122200002411962 5.95 20080401
19134 No MI 100122200002402771 5.5 20080401
19139 No MI 100122200002383500 5.5 20080301
19139 No MI 100122200002402268 5.5 20080401
33813 No MI 100122200002382882 5.95 20080301
11420 No MI 100122200002403969 5.95 20080401
15668 No MI 100122200002440540 0
15668 No MI 100122200002440508 6.4 20080401
15622 No MI 100122200002420187 0
18812 No MI 100122200002388426 5.95 20080301
18634 No MI 100122200002448659 6.5 20080401
15501 No MI 100122200002379920 0
15501 No MI 100122200002379847 0
15212 No MI 100122200002416938 5.95 20080401
19135 No MI 100122200002389630 6.1 20080301
19020 No MI 100122200002458229 5.5 20080401
15068 No MI 100122200002376256 0
15210 No MI 100122200002403076 5.65 20080401
15068 No MI 100122200002376132 6.4 20080301
19446 No MI 100122200002372487 5.65 20080301
19154 No MI 100122200002380340 0
19154 No MI 100122200002380266 6.3 20080301
19027 No MI 100122200002410311 5.5 20080401
19143 No MI 100122200002401542 5.95 20090401
32065 No MI 100122200002421508 5.5 20080401
19464 No MI 100122200002396684 5.5 20080401
19611 No MI 100122200002368576 0
15063 No MI 100122200002393913 6.05 20080301
16503 No MI 100122200002380894 5.95 20080301
16511 No MI 100122200002380753 5.95 20080301
16137 No MI 100122200002387436 5.95 20080301
21207 No MI 100122200002390166 0
15683 No MI 100122200002369848 5.5 20080301
15468 No MI 100122200002357876 5.5 20080301
15468 No MI 100122200002357843 5.5 20080301
19139 No MI 100122200002412481 5.95 20110401
19136 No MI 100122200002365994 6.5 20080301
33406 No MI 100122200002396544 5.95 20080301
15037 No MI 100122200002377221 6.25 20080301
43903 No MI 100122200002407150 6.45 20080401
18651 No MI 100122200002365770 5.5 20080301
15210 No MI 100122200002371703 5.65 20080301
18252 No MI 100122200002376561 0
16121 No MI 100122200002355409 0
43952 No MI 100122200002365754 5.5 20080301
15601 No MI 100122200002357892 5.5 20080301
19036 No MI 100122200002449996 5.95 20080401
18976 No MI 100122200002399522 6.1 20080401
19013 No MI 100122200002367917 5.95 20080301
19143 No MI 100122200002367560 6.25 20080301
19148 No MI 100122200002361829 5.95 20080301
18642 No MI 100122200002380274 0
18655 No MI 100122200002380027 0
14724 No MI 100122200002365903 0
8105 No MI 100122200002376348 5.95 20080301
19143 No MI 100122200002356092 5.95 20080301
18706 No MI 100122200002351770 0
19140 No MI 100122200002376108 5.5 20080301
8034 No MI 100122200002387576 0
10463 No MI 100122200002371729 5.3 20080301
19134 No MI 100122200002373162 5.95 20080301
19055 No MI 100122200002353339 5.5 20080301
19023 No MI 100122200002359047 5.95 20080301
15212 No MI 100122200002332754 5.95 20080201
15205 No MI 100122200002375118 6.1 20080301
19111 No MI 100122200002355011 5.5 20080301
19143 No MI 100122200002358221 5.95 20080301
15033 No MI 100122200002399480 0
21201 No MI 100122200002328521 0
21230 No MI 100122200002328414 0
15037 No MI 100122200002324322 0
17103 No MI 100122200002396379 6.45 20080401
85364 No MI 100122200002441332 5.95 20080401
85746 No MI 100122200002437363 6.75 20080401
85381 No MI 100122200002454921 5.95 20080401
85225 No MI 100122200002430855 6.5 20080401
85302 No MI 100122200002434675 6.25 20080401
85008 No MI 100122200002431747 6.1 20080401
85338 No MI 100122200002395470 5.95 20080301
85218 No MI 100122200002417340 6.5 20080401
85220 No MI 100122200002390026 6.3 20080301
85031 No MI 100122200002395512 6.5 20080401
85363 No MI 100122200002403308 5.5 20080401
37027 No MI 100122200002387071 6.1 20080301
92555 No MI 100122200002299946 0
92082 No MI 100122200002339890 0
92082 No MI 100122200002339841 5.95 20080301
45804 No MI 100122200002464490 5.5 20080401
44126 No MI 100122200002442009 5.95 20080401
40078 No MI 100122200002441555 6.1 20080401
44056 No MI 100122200002468285 5.5 20080401
44044 No MI 100122200002440235 6.1 20080401
44095 No MI 100122200002387956 5.5 20080301
44314 No MI 100122200002389598 4.5 20080401
44128 No MI 100122200002384268 0
7017 No MI 100122200002349501 5.3 20080301
92345 No MI 100122200002445093 0
92530 No MI 100122200002427562 0
91101 No MI 100122200002431218 0
89121 No MI 100122200002431440 0
92544 No MI 100122200002427547 0
90604 No MI 100122200002419643 0
90303 No MI 100122200002400809 0
95687 No MI 100122200002379227 0
90049 No MI 100122200002385414 0
90723 No MI 100122200002369145 0
92392 No MI 100122200002403613 0
6053 No MI 100122200002428834 0
6053 No MI 100122200002428701 5.95 20080401
6320 No MI 100122200002367206 6.1 20080301
6053 No MI 100122200002411947 5.95 20080401
6108 No MI 100122200002360425 5.65 20080301
6511 No MI 100122200002371901 5.5 20080301
6511 No MI 100122200002371935 5.5 20080301
55066 No MI 100122200002406327 0
56601 No MI 100122200002410881 6.1 20110401
45417 No MI 100122200002382924 6.45 20080301
91740 No MI 100122200002457312 0
91740 No MI 100122200002457247 6.5 20080401
90063 No MI 100122200002452768 0
90063 No MI 100122200002452636 6.25 20080401
90043 No MI 100122200002433347 5.5 20080401
90037 No MI 100122200002447602 0
90037 No MI 100122200002447495 6.4 20080401
91724 No MI 100122200002429436 0
91724 No MI 100122200002429402 6.05 20080401
92530 No MI 100122200002447594 0
92530 No MI 100122200002447453 5.99 20080401
93550 No MI 100122200002451943 6.99 20080501
92563 No MI 100122200002419999 6.1 20080401
91730 No MI 100122200002429691 0
91730 No MI 100122200002429659 5.99 20080401
90032 No MI 100122200002419197 0
92376 No MI 100122200002413323 0
92376 No MI 100122200002413265 6.25 20080401
91750 No MI 100122200002415823 5.95 20080401
90744 No MI 100122200002419650 0
90744 No MI 100122200002419585 6.3 20080401
91331 No MI 100122200002410824 5.95 20080401
91702 No MI 100122200002429154 5.95 20080401
92336 No MI 100122200002402698 5.5 20080401
91737 No MI 100122200002396247 5.95 20080401
92503 No MI 100122200002407283 5.95 20080401
92530 No MI 100122200002401344 0
92530 No MI 100122200002401328 6.3 20080401
90280 No MI 100122200002396080 0
90280 No MI 100122200002396031 6.4 20080401
93722 No MI 100122200002397823 5.95 20090401
90022 No MI 100122200002400171 5.95 20080401
91706 No MI 100122200002386024 5.95 20080301
90280 No MI 100122200002389044 6.1 20080401
92506 No MI 100122200002385125 6.05 20080401
91768 No MI 100122200002447776 6.25 20080401
90220 No MI 100122200002387600 0
33983 No MI 100122200002388756 5.5 20080301
90220 No MI 100122200002387642 6.3 20080401
91746 No MI 100122200002380290 6.1 20080301
90255 No MI 100122200002387246 5.95 20080401
93536 No MI 100122200002368329 5.95 20080301
91103 No MI 100122200002368196 0
91103 No MI 100122200002368071 6.25 20080301
90305 No MI 100122200002416672 6.1 20080401
92620 No MI 100122200002365010 5.95 20080301
91731 No MI 100122200002363528 6.25 20080401
93702 No MI 100122200002412903 5.95 20080401
90011 No MI 100122200002405873 6.1 20080401
91744 No MI 100122200002359955 0
91744 No MI 100122200002359823 6.25 20080301
91744 No MI 100122200002364773 5.95 20080301
91710 No MI 100122200002377270 5.95 20080401
92563 No MI 100122200002379524 0
92563 No MI 100122200002379383 5.95 20080401
90302 No MI 100122200002364740 5.95 20090301
90221 No MI 100122200002357660 5.95 20080301
92509 No MI 100122200002382270 5.95 20080401
90047 No MI 100122200002404587 0
90047 No MI 100122200002404520 6.5 20080401
90001 No MI 100122200002353586 5.5 20080401
92407 No MI 100122200002360268 5.65 20080301
20001 No MI 100122200002355185 6.45 20080301
91786 No MI 100122200002336334 5.95 20080301
90731 No MI 100122200002346895 5.5 20080301
90241 No MI 100122200002313580 6.1 20080201
80219 No MI 100122200002463849 5.95 20080401
80903 No MI 100122200002452065 6.05 20080401
85020 No MI 100122200002430590 5.5 20080401
80128 No MI 100122200002434501 5.95 20080401
80916 No MI 100122200002422696 6.05 20080401
64127 No MI 100122200002434238 5.95 20080401
80910 No MI 100122200002416243 0
80910 No MI 100122200002402631 0
80910 No MI 100122200002402599 5.85 20080401
64081 No MI 100122200002434071 6.45 20080401
33417 No MI 100122200002427620 5.95 20080401
32931 No MI 100122200002371943 6.05 20080301
60419 No MI 100122200002364559 5 20080301
60619 No MI 100122200002391107 5 20080401
80808 No MI 100122200002452487 6.5 20080401
80022 No MI 100122200002423348 5.95 20080401
59870 No MI 100122200002457460 0
59870 No MI 100122200002457411 5.95 20080401
59901 No MI 100122200002465950 5.5 20080401
97217 No MI 100122200002451414 0
98532 No MI 100122200002447578 5.95 20080401
98408 No MI 100122200002440011 0
98408 No MI 100122200002439963 5.99 20080401
98102 No MI 100122200002445200 0
98205 No MI 100122200002441613 6.1 20080401
98102 No MI 100122200002445010 5.95 20090401
97306 No MI 100122200002436696 6.45 20080501
59901 No MI 100122200002429345 0
59901 No MI 100122200002429204 5.95 20080401
99207 No MI 100122200002441779 5.5 20080401
98373 No MI 100122200002440920 6.45 20080401
97015 No MI 100122200002439062 5.95 20080401
97002 No MI 100122200002433222 0
97303 No MI 100122200002426036 0
97303 No MI 100122200002425947 0
30311 No MI 100122200002442173 5.7 20080401
98036 No MI 100122200002426622 6.05 20090401
32837 No MI 100122200002449590 6.1 20080401
98133 No MI 100122200002443817 5.5 20080401
97214 No MI 100122200002413331 5.95 20080401
98277 No MI 100122200002443361 6.25 20080401
98682 No MI 100122200002416656 5.95 20080401
59068 No MI 100122200002416227 5.95 20080401
97218 No MI 100122200002439476 5.5 20080401
87507 No MI 100122200002448444 5.95 20080401
97068 No MI 100122200002422605 6.5 20080401
59870 No MI 100122200002452529 5.5 20080401
98843 No MI 100122200002414511 5.95 20080401
59901 No MI 100122200002410659 0
59901 No MI 100122200002410683 6.5 20080401
98550 No MI 100122200002403597 6.1 20080401
99205 No MI 100122200002395546 5.5 20080401
98027 No MI 100122200002437629 5.5 20080401
98531 No MI 100122200002434188 6.1 20080401
97230 No MI 100122200002401179 5.5 20080401
98092 No MI 100122200002410212 0
97206 No MI 100122200002406863 5.95 20080401
97302 No MI 100122200002386891 5.95 20080301
98038 No MI 100122200002378914 5.5 20080301
99006 No MI 100122200002381587 0
97216 No MI 100122200002407358 5.95 20080401
97055 No MI 100122200002374616 0
97013 No MI 100122200002376678 5.5 20080301
97123 No MI 100122200002388491 5.95 20080301
97520 No MI 100122200002393780 6.1 20080401
98155 No MI 100122200002390422 6.45 20080301
98531 No MI 100122200002373873 6.5 20080301
98502 No MI 100122200002406095 0
98023 No MI 100122200002370978 5.95 20090301
98502 No MI 100122200002405824 6.4 20080401
97206 No MI 100122200002400999 6.1 20080401
97222 No MI 100122200002373782 5.95 20080301
98902 No MI 100122200002373667 6.45 20080301
98418 No MI 100122200002386131 6.45 20080401
60171 No MI 100122200002392865 5 20080401
97030 No MI 100122200002364302 0
97213 No MI 100122200002373915 5.95 20080301
97306 No MI 100122200002397096 5.95 20080401
97011 No MI 100122200002390745 6.1 20080401
98557 No MI 100122200002363924 5.5 20080301
97383 No MI 100122200002412994 5.5 20080401
98532 No MI 100122200002403647 6.45 20080401
98042 No MI 100122200002361647 6.1 20080301
98501 No MI 100122200002377072 6.05 20080301
97203 No MI 100122200002368956 5.95 20080301
97306 No MI 100122200002377106 5.95 20080301
97055 No MI 100122200002425574 6.25 20080401
97105 No MI 100122200002386081 0
48021 No MI 100122200002394051 0
11200 No MI 100122200002389333 0
11550 No MI 100122200002338223 5.95 20080201
73013 No MI 100122200002398599 0
96706 No MI 100122200002395033 0
6606 No MI 100122200002467832 0
6078 No MI 100122200002460571 0
6801 No MI 100122200002459250 0
2920 No MI 100122200002457437 0
2825 No MI 100122200002431127 0
91701 No MI 100122200002424031 0
91405 No MI 100122200002413984 0
93561 No MI 100122200002396163 0
91767 No MI 100122200002392220 0
90620 No MI 100122200002384029 0
91706 No MI 100122200002381801 0
18355 No MI 100122200002419825 5 20080401
48239 No MI 100122200002393285 5.5 20080301
48602 No MI 100122200002424700 6.25 20080401
48223 No MI 100122200002392352 6.25 20080301
48234 No MI 100122200002382429 5.95 20080301
48205 No MI 100122200002390463 5.5 20080401
48228 No MI 100122200002360359 5.5 20080301
48221 No MI 100122200002383542 5.5 20080301
60643 No MI 100122200002464623 5 20080401
60616 No MI 100122200002458559 0
60616 No MI 100122200002458310 5 20080401
60623 No MI 100122200002462437 5 20080401
60441 No MI 100122200002446042 5.3 20080401
60409 No MI 100122200002440995 5.7 20080401
60563 No MI 100122200002431820 0
39465 No MI 100122200002444435 5 20080401
60156 No MI 100122200002467287 5 20080401
60563 No MI 100122200002431788 5 20080401
60622 No MI 100122200002454277 5 20080401
60560 No MI 100122200002453170 0
60620 No MI 100122200002435078 0
60620 No MI 100122200002435011 5 20080401
60099 No MI 100122200002433412 5 20080401
60148 No MI 100122200002426234 5 20080401
60133 No MI 100122200002434907 0
60133 No MI 100122200002434683 5 20080401
60477 No MI 100122200002436589 0
60477 No MI 100122200002436571 5 20080401
60090 No MI 100122200002433404 0
60090 No MI 100122200002433396 5 20080401
60624 No MI 100122200002464417 5 20080401
60564 No MI 100122200002431663 5 20080401
60565 No MI 100122200002427760 0
46322 No MI 100122200002440193 5.5 20080401
60565 No MI 100122200002427737 6.3 20080401
60031 No MI 100122200002438734 5 20080401
60626 No MI 100122200002408083 5.3 20080401
60429 No MI 100122200002435136 5 20080401
45205 No MI 100122200002460894 0
60624 No MI 100122200002411806 5 20080401
60647 No MI 100122200002402722 5.3 20080401
60659 No MI 100122200002421557 5 20080401
60636 No MI 100122200002408232 5 20080401
60624 No MI 100122200002410709 4 20080401
52806 No MI 100122200002427075 0
60107 No MI 100122200002432158 0
60107 No MI 100122200002431978 4 20080401
60177 No MI 100122200002413703 5 20080401
60506 No MI 100122200002420799 5 20080401
60651 No MI 100122200002398664 5.3 20080401
60660 No MI 100122200002465877 5 20080401
49938 No MI 100122200002423363 5.95 20080401
60115 No MI 100122200002404819 5.3 20080401
60649 No MI 100122200002397351 5.3 20080401
60540 No MI 100122200002386339 5.7 20080301
60435 No MI 100122200002417712 4 20080401
60098 No MI 100122200002413679 5 20080401
60050 No MI 100122200002460373 5.55 20080401
60002 No MI 100122200002415336 5 20080401
34119 No MI 100122200002389499 5.5 20080301
34119 No MI 100122200002389481 6.1 20080301
60004 No MI 100122200002390406 5.7 20080301
60422 No MI 100122200002430020 5 20080401
38301 No MI 100122200002404876 5.5 20080401
61802 No MI 100122200002458401 5 20080401
60103 No MI 100122200002409925 5 20080401
60466 No MI 100122200002390562 5 20080401
53209 No MI 100122200002414412 5.95 20080401
60115 No MI 100122200002383773 5 20080301
60651 No MI 100122200002402359 5.3 20080401
60538 No MI 100122200002389861 5.3 20080401
60432 No MI 100122200002379342 5 20080301
60538 No MI 100122200002362819 5.3 20080301
60560 No MI 100122200002453147 5 20080401
60016 No MI 100122200002387105 5 20080301
60503 No MI 100122200002432307 5 20080401
60435 No MI 100122200002392550 5 20080401
60611 No MI 100122200002378542 5 20080301
60644 No MI 100122200002387733 5 20080301
60070 No MI 100122200002384334 0
60101 No MI 100122200002408257 5.7 20080401
60471 No MI 100122200002384250 5 20080301
60070 No MI 100122200002384276 4 20080301
60423 No MI 100122200002430616 5 20080401
46534 No MI 100122200002442157 5.95 20080401
61350 No MI 100122200002405055 5 20080401
60133 No MI 100122200002382635 5 20080401
60647 No MI 100122200002376041 5 20080301
60649 No MI 100122200002404181 5 20080401
60050 No MI 100122200002377569 5 20080301
60007 No MI 100122200002372180 5.3 20080301
60491 No MI 100122200002371802 5 20080301
60617 No MI 100122200002389531 5.3 20080401
60014 No MI 100122200002378781 5.3 20080301
60426 No MI 100122200002406954 5 20080401
60618 No MI 100122200002374681 5.7 20090401
60432 No MI 100122200002369780 0
60432 No MI 100122200002369749 6.1 20080301
60641 No MI 100122200002409909 5 20080401
60172 No MI 100122200002368964 5 20080301
62040 No MI 100122200002405170 5 20080401
60466 No MI 100122200002365838 5 20110301
60452 No MI 100122200002378401 5 20080301
60609 No MI 100122200002369665 5.3 20080301
61938 No MI 100122200002464565 5 20080401
60619 No MI 100122200002368568 5 20080301
60436 No MI 100122200002361597 5 20090301
60431 No MI 100122200002369194 5.3 20080301
60423 No MI 100122200002363155 4 20080301
60409 No MI 100122200002369822 4 20080301
60636 No MI 100122200002370432 5.3 20080301
60629 No MI 100122200002371844 4 20080301
60187 No MI 100122200002413521 5 20080401
60504 No MI 100122200002439013 5 20080401
60643 No MI 100122200002365762 5.3 20080301
60409 No MI 100122200002365796 5.3 20080301
60503 No MI 100122200002380704 5 20110301
60005 No MI 100122200002374178 5.3 20080301
60619 No MI 100122200002372016 5.75 20080301
60060 No MI 100122200002389580 4 20080401
60461 No MI 100122200002380126 0
60461 No MI 100122200002379995 5.99 20080301
60103 No MI 100122200002374921 5.7 20080301
60645 No MI 100122200002401641 0
60645 No MI 100122200002401609 5 20080401
60471 No MI 100122200002324843 4.25 20080201
60628 No MI 100122200002347828 0
60628 No MI 100122200002347646 4 20080301
92563 No MI 100122200002424874 0
92563 No MI 100122200002424791 6.3 20080401
80623 No MI 100122200002436282 6.1 20080401
91350 No MI 100122200002450903 5.5 20080401
92503 No MI 100122200002443148 6.5 20080401
92346 No MI 100122200002448121 5.95 20080401
92571 No MI 100122200002424676 5.95 20080401
92392 No MI 100122200002438775 6.1 20080401
92407 No MI 100122200002425277 6.4 20080401
92551 No MI 100122200002437355 5.95 20080401
92307 No MI 100122200002436183 6.1 20080401
92231 No MI 100122200002436381 5.85 20080401
92234 No MI 100122200002418991 5.95 20080401
92325 No MI 100122200002431333 6.75 20080401
90255 No MI 100122200002411673 6.1 20080401
92553 No MI 100122200002417845 5.95 20080401
91706 No MI 100122200002437843 5.95 20080401
92411 No MI 100122200002403415 6.1 20080401
92336 No MI 100122200002416540 6.3 20080401
92346 No MI 100122200002407937 5.95 20080401
92301 No MI 100122200002392691 5.95 20080401
92335 No MI 100122200002382163 5.95 20080301
91709 No MI 100122200002405527 6.5 20080401
92345 No MI 100122200002397104 5.95 20080401
92376 No MI 100122200002382387 6.25 20080301
90220 No MI 100122200002456298 5.95 20080501
92571 No MI 100122200002451067 5.95 20080401
92337 No MI 100122200002441852 5.5 20080401
92336 No MI 100122200002440466 5.95 20080401
92570 No MI 100122200002419684 5.95 20080401
90044 No MI 100122200002427901 5.5 20080401
90044 No MI 100122200002445820 5.5 20080401
92860 No MI 100122200002447016 6.1 20080401
92503 No MI 100122200002418108 5.95 20080401
92376 No MI 100122200002423728 5.95 20080401
92870 No MI 100122200002422621 5.95 20080401
85379 No MI 100122200002427828 5.95 20080401
93552 No MI 100122200002405972 0
92407 No MI 100122200002390752 5.95 20080401
90065 No MI 100122200002386198 5.95 20080401
95841 No MI 100122200002376389 6.4 20080401
90003 No MI 100122200002400361 5.95 20080401
97536 No MI 100122200002376009 6.5 20080301
94578 No MI 100122200002371091 5.95 20080301
90806 No MI 100122200002375126 5.95 20080301
92335 No MI 100122200002378351 5.95 20080301
90713 No MI 100122200002443247 5.95 20080401
92335 No MI 100122200002357389 6.4 20080301
92407 No MI 100122200002356639 5.95 20080301
93230 No MI 100122200002335492 5.95 20080301
93551 No MI 100122200002387030 6.1 20080401
92392 No MI 100122200002316088 5.95 20080401
95351 No MI 100122200002455613 5.95 20080401
95948 No MI 100122200002445176 5.95 20080401
40228 No MI 100122200002452156 5.95 20080401
85629 No MI 100122200002442942 6.25 20080401
93550 No MI 100122200002448501 5.95 20080401
93534 No MI 100122200002451695 5.95 20080401
92344 No MI 100122200002436431 5.95 20080401
92587 No MI 100122200002433917 6.05 20080401
95206 No MI 100122200002449095 6.5 20080401
95204 No MI 100122200002444278 5.95 20080401
91761 No MI 100122200002422068 5.95 20080401
90810 No MI 100122200002445036 6.1 20080401
89128 No MI 100122200002426549 6.1 20080401
92410 No MI 100122200002377650 5.95 20080301
94544 No MI 100122200002426630 5.95 20080401
32714 No MI 100122200002416466 5.95 20080401
33064 No MI 100122200002378104 6.1 20080301
44822 No MI 100122200002370705 5.95 20080301
21244 No MI 100317820602030014 5.95 20080301
21040 No MI 00000000000000000 5.95 20080301
21863 No MI 100317820512080158 5.95 20080301
21114 No MI 100317820509020324 5.3 20080301
85260 No MI 100122200002428586 5.95 20080301
65486 No MI 100122200002415013 5.95 20080301
81230 No MI 100122200002435888 0
81230 No MI 100122200002435821 5.85 20080401
8068 No MI 100122200002364294 5.3 20080301
85027 No MI 100122200002353826 0
85027 No MI 100122200002353651 6.5 20080301
85008 No MI 100122200002361712 0
85008 No MI 100122200002361670 6.5 20080301
85353 No MI 100122200002319389 5.95 20080201
85282 No MI 100122200002352844 6.5 20080301
85711 No MI 100122200002363692 6.05 20080301
85345 No MI 100122200002367677 6.1 20080301
32174 No MI 100122200002394911 5.95 20080401
85009 No MI 100122200002337555 5.5 20080201
85236 No MI 100122200002299854 5.95 20080301
85009 No MI 100122200002330816 5.5 20080201
85032 No MI 100122200002304381 5.5 20080201
90001 No MI 100122200002449665 5.95 20080401
92301 No MI 100122200002420716 6.05 20080401
90746 No MI 100122200002407382 5.5 20080401
93534 No MI 100122200002382072 6.1 20080301
93551 No MI 100122200002409255 0
93551 No MI 100122200002409156 5.95 20080401
90044 No MI 100122200002388921 5.5 20080401
90620 No MI 100122200002392063 0
90620 No MI 100122200002391925 6.5 20080401
90220 No MI 100122200002363130 5.5 20080301
96706 No MI 100122200002370044 6.5 20080301
92404 No MI 100122200002367792 0
92404 No MI 100122200002367776 6.25 20080301
34982 No MI 100122200002389697 6.5 20080301
90746 No MI 100122200002365150 5.95 20080301
91790 No MI 100122200002374780 5.95 20080301
30228 No MI 100122200002368717 5.3 20080301
93551 No MI 100122200002364518 0
93551 No MI 100122200002364401 5.95 20080301
92376 No MI 100122200002343264 5.5 20080301
20785 No MI 100122200002397021 5.3 20080401
21061 No MI 100122200002375480 5.3 20090301
48602 No MI 100122200002400098 6.45 20080401
31730 No MI 100122200002392154 5.7 20080401
98837 No MI 100122200002351390 0
64052 No MI 100122200002355607 5.5 20080301
29302 No MI 100122200002353396 6.45 20080301
32826 No MI 100122200002308168 5.5 20080201
49801 No MI 100122200002419833 6.45 20080401
38106 No MI 100122200002410071 6.1 20080401
16301 No MI 100122200002383450 5.95 20080301
39301 No MI 100122200002367511 5.95 20080301
39307 No MI 100122200002370150 5.95 20080301
48212 No MI 100122200002410097 5.95 20080401
48212 No MI 100122200002384920 0
48342 No MI 100122200002322698 6.5 20080201
90026 No MI 100122200002438809 0
92780 No MI 100122200002441803 0
92275 No MI 100122200002447552 0
91402 No MI 100122200002434527 0
33428 No MI 10014190060329005- 5.5 20080501
46201 No MI 100330706030112743 5.5 20080401
78133 No MI 100150402069000424 5.5 20080301
92324 No MI 100091620020047000 6.75 20080401
11701 No MI 100386100002133361 5.5 20080501
92236 No MI 0.00E+00 6.75 20080501
33030 No MI 100077400205244104 5.5 20081201
97524 No MI 100077400205242900 5.5 20080101
8103 No MI 100129600000535394 6.25 20080501
43026 No MI 100202930603100050 5.5 20080401
44233 No MI 100202930603070048 6 20080401
48146 No MI 100022100137585527 0
48146 No MI 100022100137585295 5.5 20080501
43232 No MI 100202930603090046 0
43232 No MI 100202930603090020 0
22003 No MI 100212504000267677 0
22003 No MI 100212504000267446 5.5 20080401
33023 No MI 100258940060303025 5.5 20080501
85711 No MI 100386100002132835 5.5 20080501
65807 No MI 1001419-0060330014 6 20080501
33440 No MI 100040788603000191 0
85374 No MI 100389160000071960 6.75 20080501
33440 No MI 100040788603000191 5.5 20080501
33613 No MI 100016900053911641 6.25 20080501
32526 No MI 1001419-0060330010 0
27549 No MI 100077440000611875 5.5 20090301
32811 No MI 100022100137479366 0
32811 No MI 100022100137478376 5.5 20080501
48322 No MI 100330706030116496 5.5 20080501
48229 No MI 100203000137472257 5.5 20080501
12946 No MI 100234400000137206 5.5 20080301
92313 No MI 100386100002131522 6.25 20080501
33165 No MI 0.00E+00 0
33165 No MI 100386100002130375 5.5 20080501
55912 No MI 100386100002130151 0
89130 No MI 100096000060323022 5.5 20080501
21225 No MI 100386100002129070 0
21225 No MI 100386100002129062 5.5 20080501
63143 No MI 100386100002128239 5.5 20080501
63123 No MI 100386100002128221 5.5 20080501
6450 No MI 100153210603016609 5.5 20080501
33935 No MI 100258910060300438 5.5 20080501
84060 No MI 100099210601310019 5.5 20080501
52806 No MI 100404400000033250 5.5 20080401
33068 No MI 100258920060203375 0
93210 No MI 100153210510031477 5.5 20080501
34231 No MI 100146410000007090 9.09 20081001
32703 No MI 100153210602011379 5.5 20080501
92551 No MI 100144600097446662 5.5 20080401
6082 No MI 100056400732601144 0
6770 No MI 100056400732601003 0
6082 No MI 100056400730601146 6.325 20080401
6810 No MI 100056400730601120 6.2 20080401
6074 No MI 100056400730601112 7.875 20080401
6238 No MI 100056400730601062 7.625 20080401
6082 No MI 100056400730601054 6.1 20080401
2908 No MI 100056400730601021 6.525 20080301
6770 No MI 100056400730601005 5.95 20080401
6704 No MI 100056400730600833 7.99 20080401
6066 No MI 100056400730600726 7.1 20080401
53188 No MI 100056400727602578 6.9 20080301
19401 No MI 100056400727602198 6.99 20080301
55425 No MI 100056400722602557 0
48708 No MI 100056400722602177 0
46975 No MI 100056400720602625 0
55425 No MI 100056400720602526 6.55 20080301
60638 No MI 100056400720602351 5.35 20080401
48708 No MI 100056400722602177 5.35 20080301
53150 No MI 100056400720601726 5.25 20080301
98446 No MI 100056400682602985 0
98446 No MI 100056400680602987 4.8 20080401
92553 No MI 100056400680602938 6.15 20080401
91701 No MI 100056400680602912 5.4 20080401
34743 No MI 100056400672600668 0
22191 No MI 100056400670600736 6.05 20080401
34743 No MI 100056400670600660 5.375 20080401
75034 No MI 100056400647601510 7.2 20080301
85033 No MI 100056400642602224 0
75034 No MI 100056400642601515 0
85033 No MI 100056400640602226 6.99 20080401
33463 No MI 100056400632600220 0
33324 No MI 100056400630600800 6.6 20080301
33463 No MI 100056400630600222 6.4 20080301
75056 No MI 100056400622600669 0
76108 No MI 100056400622600487 0
63376 No MI 100056400620600901 7.95 20080401
75071 No MI 100056400620600695 5.85 20080401
66102 No MI 100056400620600687 8.07 20080301
75056 No MI 100056400620600661 7.55 20080401
76108 No MI 100056400620600489 0
75075 No MI 100056400620600406 0
78261 No MI 100056400400660638 7.65 20080401
85239 No MI 100056400207661375 6.1 20080401
76248 No MI 100056400202661941 0
85239 No MI 100056400202661370 0
78250 No MI 100056400200662131 7.65 20080401
76248 No MI 100056400200661943 5.25 20080401
32746 No MI 1001419-0060317015 5.5 20080501
97038 No MI 1001419-0060321005 5.5 20080501
21139 No MI 100258910051205935 3.5 20080201
19720 No MI 100076500000947412 5.5 20080401
22620 No MI 100386100002122778 5.5 20080501
95823 No MI 100056400747600222 6.4 20080201
95648 No MI 100056400747600198 4.6 20080201
95648 No MI 100056400747600198 0
6114 No MI 100056400737600778 7.65 20080301
19116 No MI 100056400732600872 0
6114 No MI 100056400732600773 0
6416 No MI 100056400732600765 0
6810 No MI 100056400732600757 0
6002 No MI 100056400732600658 0
6801 No MI 100056400732600617 0
19044 No MI 100056400730600973 0
6062 No MI 100056400730600932 0
6082 No MI 100056400730600908 5.45 20080301
6105 No MI 100056400730600882 8 20080301
19116 No MI 100056400730600874 4.5 20080301
19150 No MI 100056400730600841 0
6795 No MI 100056400730600825 0
1107 No MI 100056400730600817 0
6416 No MI 100056400730600767 6.7 20080301
6810 No MI 100056400730600759 5.6 20080301
19055 No MI 100056400730600718 5.99 20080301
6051 No MI 100056400730600692 0
6249 No MI 100056400730600668 7.4 20080301
6002 No MI 100056400730600650 7.3 20080301
6801 No MI 100056400730600619 5.6 20080301
19145 No MI 100056400730600536 6.675 20080301
6010 No MI 100056400730600314 0
19023 No MI 100056400730600130 8.7 20080201
6755 No MI 100056400730600056 5.95 20080301
18940 No MI 100056400730507400 0
6105 No MI 100056400730507244 7.49 20080201
6114 No MI 100056400730507020 7.75 20080101
6384 No MI 100056400730504787 6.4 20071001
55422 No MI 100056400727602651 6.6 20080301
55379 No MI 100056400727602248 5.7 20080301
60610 No MI 100056400727601778 5.35 20080301
55014 No MI 100056400727601653 4.875 20080301
60542 No MI 100056400727601513 5.75 20080301
60641 No MI 100056400727601349 5.5 20080301
60618 No MI 100056400727601083 2.9 20080301
55395 No MI 100056400726601126 5.4 20080301
55422 No MI 100056400722602656 0
55379 No MI 100056400722602243 0
43065 No MI 100056400722602201 0
49507 No MI 100056400722602128 0
49426 No MI 100056400722602110 0
55014 No MI 100056400722601658 0
53207 No MI 100056400722600544 0
44144 No MI 100056400720602583 6.99 20080301
60409 No MI 100056400720602567 5.25 20080301
46975 No MI 100056400720602542 6.75 20080301
60477 No MI 100056400720602344 5.4 20080301
43065 No MI 100056400720602203 5.95 20080301
53224 No MI 100056400720602153 7.65 20080301
49507 No MI 100056400720602120 6.75 20080301
49426 No MI 100056400720602112 6.875 20080301
49423 No MI 100056400720601965 6 20080301
49001 No MI 100056400720601957 0
55054 No MI 100056400720601817 6.99 20080301
60160 No MI 100056400720601783 5 20080301
49735 No MI 100056400720601536 7.475 20080301
60629 No MI 100056400720601304 5.5 20080301
44143 No MI 100056400720601171 7.99 20080301
49712 No MI 100056400720601130 6.35 20080201
46992 No MI 100056400650515458 6.75 20080201
60510 No MI 100056400720601007 5.5 20080301
60639 No MI 100056400720600967 5.5 20080201
44685 No MI 100056400720600793 6.275 20080201
60561 No MI 100056400720600785 5 20080301
60093 No MI 100056400720600694 3 20080301
44035 No MI 100056400720600595 7.5 20080301
53207 No MI 100056400720600546 5.87 20080301
62219 No MI 100056400720600470 5.25 20080201
49519 No MI 100056400720600280 6.125 20080301
48060 No MI 100056400720600272 6.99 20080201
44333 No MI 100056400720600207 0
53913 No MI 100056400720600116 7.45 20080201
60631 No MI 100056400720520884 5.5 20080201
60610 No MI 100056400720520702 6.5 20090201
55433 No MI 100056400720520397 5.99 20080101
89109 No MI 100056400687602436 4.875 20080301
98405 No MI 100056400687602360 6.85 20080301
92553 No MI 100056400687601610 6 20080301
90723 No MI 100056400687600901 6.45 20080201
92236 No MI 100056400687600851 7.25 20080201
92543 No MI 100056400686601033 5.65 20080301
92220 No MI 100056400682602720 0
90723 No MI 100056400682600906 0
91767 No MI 100056400682600427 0
92220 No MI 100056400680602722 5.35 20080301
92707 No MI 100056400680601302 5.9 20080301
98058 No MI 100056400680600916 5 20080201
98682 No MI 100056400680600841 7.875 20080201
91767 No MI 100056400680600429 4.8 20080201
93561 No MI 100056400680600247 6 20080201
93637 No MI 100056400680515353 6.15 20080201
92337 No MI 100056400680514638 4.9 20080201
34286 No MI 100056400677620257 7.375 20080301
22015 No MI 100056400677600432 5.15 20080301
34287 No MI 100056400672620294 0
34288 No MI 100056400672620005 0
32792 No MI 100056400672600221 0
33169 No MI 100056400672600189 0
33065 No MI 100056400672600148 0
21133 No MI 100056400672600114 0
33162 No MI 100056400672509240 0
34287 No MI 100056400670620296 6.1 20080401
32744 No MI 100056400670620122 0
34769 No MI 100056400670620031 7.45 20080201
34288 No MI 100056400670620007 7.4 20080201
21122 No MI 100056400670600637 6 20090301
33021 No MI 100056400670600512 5.65 20080401
49442 No MI 100056400670600231 8.49 20080301
32792 No MI 100056400670600223 6.3 20080201
33169 No MI 100056400670600181 7.3 20080201
33065 No MI 100056400670600140 6.8 20080201
21133 No MI 100056400670600116 7.4 20080201
37411 No MI 100056400670600090 7.95 20080301
32839 No MI 100056400670522203 8.15 20081201
33162 No MI 100056400670509242 7.15 20080201
28278 No MI 100056400670509036 7.5 20080101
80016 No MI 100056400662600264 0
85739 No MI 100056400662511099 0
80233 No MI 100056400662509671 0
55038 No MI 100056400662507774 0
63031 No MI 100056400660600407 6.5 20080301
80130 No MI 100056400660600399 0
80022 No MI 100056400660600332 5.95 20080301
80016 No MI 100056400660600266 7.6 20080201
77073 No MI 100056400660600233 8.68 20080201
88008 No MI 100056400660600142 8.4 20080201
77372 No MI 100056400660512289 7.55 20080201
77520 No MI 100056400660511729 8.45 20080201
85739 No MI 100056400660511091 6 20090101
77550 No MI 100056400660509848 7.85 20071201
80233 No MI 100056400660509673 5.37 20071101
55038 No MI 100056400660507776 2.25 20081001
43617 No MI 100056400652517189 0
43617 No MI 100056400652517189 6.85 20080201
43160 No MI 100056400650514782 0
89107 No MI 100056400647601916 6.1 20080301
80113 No MI 100056400647601577 0
85225 No MI 100056400642602521 0
89107 No MI 100056400642601911 0
85043 No MI 100056400642601846 0
85222 No MI 100056400642601259 0
85037 No MI 100056400642600541 0
39272 No MI 100056400642523875 0
85363 No MI 100056400642522851 0
66102 No MI 100056400640602572 0
77445 No MI 100056400640602531 6.9 20080301
85225 No MI 100056400640602523 5 20080301
89032 No MI 100056400640602341 6.99 20080301
77354 No MI 100056400640602309 6.5 20080301
66061 No MI 100056400640602200 7.99 20080301
63010 No MI 100056400640602101 6.4 20080301
77386 No MI 100056400640601996 6.5 20080301
85043 No MI 100056400640601848 5.99 20080301
63116 No MI 100056400640601780 8.05 20080301
77015 No MI 100056400640601756 7.9 20080301
30101 No MI 100056400640601509 6.95 20080301
68107 No MI 100056400640601467 7.5 20080301
64127 No MI 100056400640601350 7.75 20080301
85015 No MI 100056400640601277 5.75 20080301
85222 No MI 100056400640601251 6.65 20080201
97106 No MI 100056400640601236 7.3 20080301
63138 No MI 100056400640601137 8.49 20080201
48504 No MI 100056400640601012 7.9 20080301
85239 No MI 100056400640600949 7.4 20080301
85303 No MI 100056400640600915 6.35 20080201
85037 No MI 100056400640600543 6.9 20080301
85035 No MI 100056400640600386 0
77068 No MI 100056400640600170 7.75 20080201
39272 No MI 100056400640523877 6.6 20071201
85363 No MI 100056400640522853 7.05 20071201
98387 No MI 100056400640521269 6.15 20071201
85379 No MI 100056400640516343 6.45 20080301
33756 No MI 100056400637601108 6.9 20080301
33066 No MI 100056400637600522 6.5 20080201
33178 No MI 100056400637600258 5.99 20080201
33321 No MI 100056400630600982 7.65 20080301
34748 No MI 100056400630600875 6.85 20080301
34953 No MI 100056400630600842 7.75 20080301
33311 No MI 100056400630600719 0
33055 No MI 100056400630600644 6.15 20080301
33150 No MI 100056400630600446 6.8 20080301
33331 No MI 100056400630600198 5.75 20080201
38632 No MI 100056400630509753 6.125 20071201
75040 No MI 100056400622600453 0
75048 No MI 100056400622600396 0
75227 No MI 100056400622600388 0
75249 No MI 100056400622600370 0
76248 No MI 100056400622600354 0
77469 No MI 100056400622600297 0
75189 No MI 100056400622600206 0
75092 No MI 100056400622600198 0
63074 No MI 100056400620600638 8.1 20080301
77469 No MI 100056400620600620 7.85 20080301
75115 No MI 100056400620600612 5.95 20080301
63367 No MI 100056400620600604 7.97 20080301
76002 No MI 100056400620600596 7.9 20080301
75089 No MI 100056400620600562 8.15 20080301
76063 No MI 100056400620600554 6.65 20080301
63136 No MI 100056400620600539 7.95 20080301
76148 No MI 100056400620600505 7.79 20080301
63051 No MI 100056400620600471 0
75216 No MI 100056400620600463 0
75040 No MI 100056400620600455 6.6 20080301
75150 No MI 100056400620600422 7.5 20080301
75048 No MI 100056400620600398 6.9 20080301
75227 No MI 100056400620600380 6.988 20080301
75249 No MI 100056400620600372 5.99 20080301
76248 No MI 100056400620600356 5.85 20080301
77469 No MI 100056400620600299 6.5 20080201
75154 No MI 100056400620600257 7.65 20080301
76248 No MI 100056400620600240 5.45 20080201
75089 No MI 100056400620600224 6.65 20080301
75189 No MI 100056400620600208 6.7 20080201
75092 No MI 100056400620600190 6.6 20080201
76036 No MI 100056400620600174 7.8 20080201
75041 No MI 100056400620600133 7.45 20080301
75211 No MI 100056400620600125 0
76226 No MI 100056400620600059 7.625 20080201
76002 No MI 100056400612517931 0
77429 No MI 100056400610600572 6.6 20080401
77083 No MI 100056400610600267 8.15 20080301
77009 No MI 100056400610600242 7 20080401
75051 No MI 100056400610600192 7.7 20080301
76002 No MI 100056400610517933 0
78233 No MI 100056400412600457 0
77469 No MI 100056400412600127 0
78233 No MI 100056400410600459 5.6 20080301
78109 No MI 100056400410600400 6.5 20080301
78577 No MI 100056400410600392 0
78201 No MI 100056400410600376 6.85 20080301
78501 No MI 100056400410600319 7.85 20080401
78228 No MI 100056400410600236 6.85 20080301
78414 No MI 100056400410600186 7.95 20080201
77469 No MI 100056400410600129 6.2 20080301
78217 No MI 100056400400660547 7.5 20080201
78014 No MI 100056400400566009 7.75 20080201
78576 No MI 100056400400565357 7.45 20080301
78028 No MI 100056400209661811 6.75 20080301
78028 No MI 100056400209661282 0
45067 No MI 100056400207660823 6.75 20080301
45103 No MI 100056400202661537 0
75409 No MI 100056400202661354 0
77449 No MI 100056400202660679 0
78610 No MI 100056400202660349 0
78610 No MI 100056400202578210 0
46168 No MI 100056400202574508 0
75154 No MI 100056400202571934 0
45103 No MI 100056400200661539 6 20080301
75409 No MI 100056400200661356 5.55 20080301
77449 No MI 100056400200660671 0
77449 No MI 100056400200660366 0
78610 No MI 100056400200660341 4.65 20080301
77070 No MI 100056400200660192 0
78610 No MI 100056400200578212 0
75126 No MI 100056400200577784 0
75182 No MI 100056400200575416 5.2 20080301
46168 No MI 100056400200574500 6 20080301
75154 No MI 100056400200571936 4.85 20080301
46239 No MI 100056400200571753 6.25 20080301
32707 No MI 100056400200567124 6.9 20080101
90222 No MI 100144600097450375 5.5 20080501
85302 No MI 100040788603000753 0
85302 No MI 100040788603000746 5.5 20080401
89148 No MI 100246100006639736 0
89108 No MI 100246100006641039 5.5 20080401
55303 No MI 100386100002121341 5.5 20080501
85053 No MI 100040788603000985 5.5 20080401
63116 No MI 100386100002120335 5.5 20080501
91762 No MI 100174500000155090 0
94587 No MI 100174500000155009 6.95 20080401
92126 No MI 100174500000154689 0
92126 No MI 100174500000154663 6.4 20080401
92345 No MI 100174500000154465 6.95 20080401
95354 No MI 100174500000154226 0
95354 No MI 100174500000154218 6.75 20080401
80013 No MI 100174500000153475 6.95 20080401
95820 No MI 100174500000153194 6.95 20080401
91345 No MI 100174500000152865 0
91345 No MI 100174500000152857 6.95 20080401
95035 No MI 100174500000151321 0
95035 No MI 100174500000151313 6.95 20080401
97266 No MI 100174500000150810 0
97266 No MI 100174500000150794 6.95 20080401
92260 No MI 100174500000150596 6.95 20080401
92562 No MI 100174500000150612 0
92562 No MI 100174500000150604 6.95 20080401
89104 No MI 100174500000150489 0
89104 No MI 100174500000150471 6.95 20080401
85033 No MI 100174500000149952 0
85033 No MI 100174500000149945 6.95 20080301
92020 No MI 100174500000149408 6.5 20080301
95320 No MI 100174500000148889 6.95 20080401
85308 No MI 100174500000148749 6.95 20080301
94509 No MI 100174500000148582 0
94509 No MI 100174500000148574 6.95 20080301
80909 No MI 100174500000148335 6.95 20080401
94509 No MI 100174500000147683 6.95 20080301
94014 No MI 100174500000147196 6.95 20080301
95695 No MI 100174500000147006 6.95 20080301
85382 No MI 100174500000146743 6.95 20080401
98223 No MI 100174500000146651 0
98223 No MI 100174500000146636 6.85 20080301
97211 No MI 100174500000146537 6.3 20080301
95838 No MI 100174500000146974 6.95 20080401
90062 No MI 100174500000146313 6.95 20080301
85323 No MI 100174500000146123 6.95 20080401
85043 No MI 100174500000145927 6.95 20080301
93505 No MI 100174500000143674 0
93505 No MI 100174500000143666 6.95 20080301
95833 No MI 100174500000143617 6.95 20080301
93004 No MI 100174500000143252 6.95 20080301
83814 No MI 100174500000142528 6.95 20080301
90247 No MI 100174500000139425 6.95 20080301
93241 No MI 100174500000137890 9.2 20080401
75163 No MI 100404400000031429 5.5 20080501
55079 No MI 100386100002118859 6 20080501
23236 No MI 100386100002119212 5.5 20080501
55423 No MI 100386100002119170 0
55423 No MI 100386100002119014 5.5 20080501
49423 No MI 100258940060200809 5.5 20080501
28677 No MI 100213300000131750 0
92869 No MI 100144600097447017 5.5 20080401
55104 No MI 100386100002114288 5.5 20080501
90059 No MI 100124100000021292 6 20080501
30680 No MI 100032100001002870 5.5 20080301
30656 No MI 100032100000633923 0
30656 No MI 100032100000631646 5.5 20080201
28208 No MI 100032100001008208 5.5 20080301
30157 No MI 100032100001005428 5.5 20080301
30296 No MI 100032100001005402 5.5 20080301
31064 No MI 100032100001004512 5.5 20080301
30248 No MI 100032100001003290 5.5 20080301
30233 No MI 100032100000607067 5.5 20080201
30228 No MI 100032100001008893 0
30228 No MI 100032100001008885 5.75 20080301
30040 No MI 100032100001005154 0
30096 No MI 100032100001004447 0
30040 No MI 100032100001005147 5.5 20080301
30096 No MI 100032100001004439 5.5 20080301
30114 No MI 100032100001005071 0
30114 No MI 100032100001005048 5.5 20080301
30093 No MI 100032100001006947 5.5 20080301
30014 No MI 100032100001003316 5.5 20080301
30252 No MI 100032100000627248 5.5 20080301
30097 No MI 100032100001007507 5.5 20080301
30024 No MI 100032100001001005 5.5 20080301
30034 No MI 100032100001007192 5.5 20080301
30260 No MI 100032100001004280 5.5 20080301
30238 No MI 100032100001003431 0
30238 No MI 100032100001003423 5.5 20090301
30107 No MI 100032100001007176 5.75 20080401
30052 No MI 100032100001007283 5.5 20080301
30263 No MI 100032100001008158 5.5 20080301
30087 No MI 100032100000623883 5.5 20080301
30134 No MI 100032100000632750 5.5 20080301
30135 No MI 100032100000622629 5.5 20080201
30058 No MI 100032100001007911 0
30058 No MI 100032100001007903 5.5 20080301
30044 No MI 100032100001003746 5.5 20080301
30349 No MI 100032100000626406 5.5 20080201
30349 No MI 100032100001005246 5.5 20080301
30349 No MI 100032120001005212 5.5 20080301
30011 No MI 100032100000554442 5.5 20080201
30720 No MI 100032100001002821 5.5 20080201
30349 No MI 100032100001008166 5.75 20080301
30349 No MI 100032100001002763 5.5 20080201
30296 No MI 100032100001002896 5.5 20080201
30349 No MI 100032100001004710 0
30349 No MI 100032100001004728 5.5 20080301
30083 No MI 100032100001007382 5.5 20080301
55313 No MI 100386100002111987 0
93536 No MI 100246100006623482 5.5 20090201
85306 No MI 100386100002109098 0
85306 No MI 100386100002109064 5.5 20080501
28227 No MI 100020000347497707 4.75 20080301
87114 No MI 100020000345533479 4 20080301
33322 No MI 100020000345066835 0
23116 No MI 100020000343942623 0
60586 No MI 100020000326876269 7.25 20080101
63034 No MI 100020000324778046 6.5 20071201
20112 No MI 100386100002108009 5.5 20080501
85710 No MI 100386100002107647 5.5 20080501
29369 No MI 100271100000212751 5.5 20080501
85015 No MI 100386100002105054 5.5 20080501
19148 No MI 100213300000126198 0
63021 No MI 1001504-0106912398 5.5 20090201
32771 No MI 100386100002101855 5.5 20080501
20011 No MI 100212200000747707 5.625 20071101
11377 No MI 100212200000790053 0
11377 No MI 100212200000790046 6.475 20080201
10601 No MI 100212200000770907 0
10601 No MI 100212200000770907 6.25 20080201
10538 No MI 100212200000390417 7.125 20081201
78244 No MI 100350300000476604 5.5 20071101
98362 No MI 100153210512027283 5.75 20080401
89031 No MI 100246100006624837 5.5 20080301
15904 No MI 0.00E+00 0
92503 No MI 100386100002063899 0
92503 No MI 100386100002063733 5.5 20080501
ZIP_CODE MAX_RATE MIN_RATE PER_ DEAL_INFO HYBRID_
RATE_CAP TERM
----------------------------------------------------------------------------------------------------------------------
33610 0 0 0 GROUP I
33610 15.17 9.17 1 GROUP I 2 YR
45044 0 0 0 GROUP I
91214 0 0 0 GROUP I
22602 0 0 0 GROUP I
22602 14.75 8.75 1 GROUP I 2 YR
32034 16.25 10.25 1 GROUP I 2 YR
48227 15.76 9.76 1 GROUP I 2 YR
98801 0 0 0 GROUP I
98801 14.38 8.38 1 GROUP I 2 YR
2645 14.96 8.96 1 GROUP I 2 YR
48146 0 0 0 GROUP I
48146 16.19 10.19 1 GROUP I 2 YR
55443 0 0 0 GROUP I
86401 14.3 8.3 1 GROUP I 2 YR
43023 0 0 0 GROUP I
43023 15.13 9.13 1 GROUP I 2 YR
85016 15.98 9.98 1 GROUP I 2 YR
98445 14.25 7.75 1 GROUP II 2 YR
86314 13.375 7.375 1 GROUP II 2 YR
19125 15 8 1.5 GROUP II 2 YR
48223 15.55 9.55 1 GROUP I 2 YR
77017 0 0 0 GROUP I
28574 14.575 8.575 1 GROUP I 2 YR
90008 14.44 8.44 1 GROUP I 2 YR
76513 0 0 0 GROUP I
76513 14.375 8.375 1 GROUP I 2 YR
19720 14.65 8.65 1 GROUP I 2 YR
23513 14.875 8.875 1 GROUP I 2 YR
55414 0 0 0 GROUP I
93305 15.3 9.3 1 GROUP I 2 YR
6331 13.45 7.45 1 GROUP I 2 YR
33064 13.55 7.55 1 GROUP I 2 YR
44902 13.875 7.875 1 GROUP I 2 YR
44312 0 0 0 GROUP I
33442 13.79 7.79 1 GROUP I 2 YR
43408 15.75 9.75 1 GROUP I 2 YR
45449 0 0 0 GROUP I
45449 13.58 7.58 1 GROUP I 3 YR
43805 14.35 8.35 1 GROUP I 2 YR
43608 15.59 9.59 1 GROUP I 2 YR
33190 15.64 9.64 1 GROUP I 2 YR
30906 15.875 9.875 1 GROUP I 2 YR
21206 0 0 0 GROUP I
21206 15.075 9.075 1 GROUP I 2 YR
18301 15.9 9.9 1 GROUP I 2 YR
3864 14.875 8.875 1 GROUP I 2 YR
22405 14.5 8.5 1 GROUP I 2 YR
20772 17.375 11.375 1 GROUP I 2 YR
22314 14.75 8.75 1 GROUP I 2 YR
85015 15.625 9.625 1 GROUP I 2 YR
33027 16.95 10.95 1 GROUP I 3 YR
85339 14.23 8.23 1 GROUP I 2 YR
7083 12.99 5.5 1 GROUP II 2 YR
7013 0 0 0 GROUP II
7203 0 0 0 GROUP II
10472 0 0 0 GROUP II
10472 14.68 8.68 1 GROUP II 2 YR
7513 0 0 0 GROUP II
11003 15.775 9.775 1 GROUP II 2 YR
7424 14.65 8.65 1 GROUP II 2 YR
10601 0 0 0 GROUP II
10601 15.7 9.7 1 GROUP II 2 YR
33919 14.99 6.75 1 GROUP II 2 YR
7032 14.15 8.15 1 GROUP II 2 YR
11757 0 0 0 GROUP II
11757 13.675 7.675 1 GROUP II 2 YR
11798 14.99 6 1 GROUP II 2 YR
14094 0 0 0 GROUP II
8753 16.7 10.7 1 GROUP II 2 YR
19135 14.375 8.375 1 GROUP I 2 YR
34116 14.18 8.18 1 GROUP I 2 YR
20164 0 0 0 GROUP I
20164 14.25 8.25 1 GROUP I 2 YR
47302 14.34 8.34 1 GROUP I 2 YR
93536 14.25 8.25 1 GROUP I 2 YR
74035 15.8 9.8 1 GROUP I 2 YR
43015 0 0 0 GROUP I
43015 15.2 9.2 1 GROUP I 2 YR
34953 12.99 6.99 1 GROUP I 2 YR
44118 14.1 8.1 1 GROUP I 2 YR
46814 13.99 7.99 1 GROUP I 2 YR
47591 14.5 8.5 1 GROUP I 2 YR
49017 15.69 9.69 1 GROUP I 2 YR
43123 0 0 0 GROUP I
43123 13.3 7.3 1 GROUP I 3 YR
46703 13.4 7.4 1 GROUP I 2 YR
43062 14.5 8.5 1 GROUP I 3 YR
44054 0 0 0 GROUP I
44054 13.29 7.29 1 GROUP I 2 YR
33617 13.89 7.89 1 GROUP I 2 YR
46226 15.99 9.99 1 GROUP I 2 YR
46226 15.99 9.99 1 GROUP I 2 YR
63366 16.72 10.72 1 GROUP I 2 YR
19054 17.85 10.85 1.5 GROUP II 2 YR
39194 18.15 11.15 1.5 GROUP II 2 YR
38111 18.3 11.3 1.5 GROUP II 2 YR
8759 16.55 9.55 1.5 GROUP II 2 YR
29036 17 10 1.5 GROUP II 2 YR
21207 0 0 0 GROUP II
27103 17.99 10.99 1.5 GROUP II 2 YR
23663 0 0 0 GROUP II
36606 0 0 0 GROUP II
19013 0 0 0 GROUP II
33616 16.5 9.5 1.5 GROUP II 2 YR
19153 16.65 9.65 1.5 GROUP II 2 YR
5468 0 0 0 GROUP II
38053 18.1 11.1 1.5 GROUP II 2 YR
19148 15.7 8.7 1.5 GROUP II 2 YR
48228 0 0 0 GROUP II
48228 16.85 9.85 1.5 GROUP II 2 YR
11953 18.95 11.95 1.5 GROUP II 2 YR
11704 18.05 11.05 1.5 GROUP II 2 YR
33884 14.25 7.25 1.5 GROUP II 2 YR
34984 17.2 10.2 1.5 GROUP II 2 YR
90044 17 10 1.5 GROUP II 2 YR
7103 16.15 9.15 1.5 GROUP II 2 YR
19001 16.95 9.95 1.5 GROUP II 2 YR
27610 0 0 0 GROUP II
48205 16.8 9.8 1.5 GROUP II 2 YR
43607 0 0 0 GROUP II
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45005 14.45 6.95 1 GROUP II 2 YR
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22601 13.8 6.3 1 GROUP I 2 YR
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63857 14.2 6.7 1 GROUP I 2 YR
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18017 13.85 6.35 1 GROUP I 2 YR
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22655 13.55 6.55 1 GROUP I 2 YR
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60605 13.85 5.85 1 GROUP I 2 YR
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23432 0 0 0 GROUP I
47909 14.5 7.5 1 GROUP I 2 YR
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20623 14.05 6.55 1 GROUP I 2 YR
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29223 15.2 7.7 1 GROUP I 2 YR
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63138 15.2 7.7 1 GROUP I 2 YR
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44133 16.05 7 1 GROUP II 2 YR
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20902 13.8 6.3 1 GROUP I 2 YR
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23860 15.85 7.75 1 GROUP I 2 YR
31088 13.55 6.05 1 GROUP II 2 YR
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45230 12.99 5.49 1 GROUP I 2 YR
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95212 12.45 7.95 1 GROUP I 2 YR
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28215 0 0 0 GROUP I
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22192 13.95 6.45 1 GROUP I 2 YR
34772 14.4 7.4 1 GROUP I 2 YR
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20744 12.05 4.55 1 GROUP I 2 YR
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28676 13.9 6.4 1 GROUP I 2 YR
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44112 0 0 0 GROUP I
30318 13.4 5.9 1 GROUP I 2 YR
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30004 15.95 8.45 1 GROUP I 2 YR
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64124 15.5 7.15 1 GROUP I 2 YR
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79936 14.5 7.5 1 GROUP I 2 YR
64850 13.05 5.55 1 GROUP I 2 YR
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72120 15.8 8.8 1 GROUP I 2 YR
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88001 0 0 0 GROUP I
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67209 14.5 7 1 GROUP I 2 YR
23324 14.1 6.6 1 GROUP I 2 YR
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30310 13.55 6.05 1 GROUP I 2 YR
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63134 13.3 5.8 1 GROUP I 2 YR
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39339 14.7 8.7 1 GROUP I 3 YR
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89060 15 9 1 GROUP I 2 YR
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43213 16.875 9.875 1 GROUP I 2 YR
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38863 14.775 8.775 1 GROUP I 2 YR
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33594 13.4 7.4 1 GROUP II 2 YR
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89131 13.25 7.25 1 GROUP II 2 YR
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33162 14.25 8.25 1 GROUP II 2 YR
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33612 14.99 8.99 1 GROUP II 2 YR
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89122 13.5 7.5 1 GROUP II 2 YR
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89178 12.99 6.99 1 GROUP II 2 YR
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54562 0 0 0 GROUP II
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89015 14.5 8.5 1 GROUP II 2 YR
33991 0 0 0 GROUP II
91722 12.99 6.99 1 GROUP II 2 YR
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92570 15.5 9.5 1 GROUP II 2 YR
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86406 15.25 9.25 1 GROUP II 2 YR
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85302 15.5 9.5 1 GROUP II 2 YR
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93223 12.25 6.25 1 GROUP II 2 YR
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89108 13.5 7.5 1 GROUP II 2 YR
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89030 14.75 8.75 1 GROUP II 2 YR
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92612 12.25 6.25 1 GROUP II 2 YR
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32953 13.5 7.5 1 GROUP II 2 YR
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34759 0 0 0 GROUP II
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92880 13.85 7.85 1 GROUP II 2 YR
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94531 13.95 7.95 1 GROUP II 2 YR
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85223 13.5 7.5 1 GROUP II 2 YR
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93727 13.5 7.5 1 GROUP II 2 YR
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92501 13.5 7.5 1 GROUP II 2 YR
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33019 13.5 7.5 1 GROUP II 2 YR
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92405 14.95 8.95 1 GROUP II 2 YR
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92201 12.79 6.79 1 GROUP II 2 YR
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34746 0 0 0 GROUP II
93212 13.95 7.95 1 GROUP II 2 YR
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33033 13.25 7.25 1 GROUP II 2 YR
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89129 13.75 7.75 1 GROUP II 2 YR
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92307 0 0 0 GROUP II
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85383 13.99 7.99 1 GROUP II 2 YR
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85363 12 6 1 GROUP II 2 YR
33511 16 10 1 GROUP II 2 YR
90240 0 0 0 GROUP II
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90250 0 0 0 GROUP II
89103 12.75 6.75 1 GROUP II 2 YR
34743 13.9 7.9 1 GROUP II 2 YR
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92102 13 7 1 GROUP II 2 YR
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91790 13 7 1 GROUP II 3 YR
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16102 15.29 9.29 1 GROUP I 3 YR
32404 16.95 10.95 1 GROUP I 2 YR
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46217 16.7 11.7 1 GROUP I 2 YR
32277 16.95 10.95 1 GROUP I 2 YR
37924 17.49 11.49 1 GROUP I 2 YR
33411 0 0 0 GROUP I
33411 15.6 9.6 1 GROUP I 2 YR
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32763 14.625 8.625 1 GROUP II 2 YR
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64063 0 0 0 GROUP II
98375 14.625 8.625 1 GROUP II 2 YR
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21217 0 0 0 GROUP II
21217 13.375 7.375 1 GROUP II 3 YR
93657 14.25 8.25 1 GROUP II 2 YR
65536 0 0 0 GROUP II
37013 0 0 0 GROUP II
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37013 14.625 8.625 1 GROUP II 2 YR
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30291 12.875 6.875 1 GROUP II 3 YR
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37620 14.99 8.99 1 GROUP II 2 YR
37167 14.625 7 1 GROUP II 2 YR
63366 13.625 7 1 GROUP II 2 YR
63901 15.375 7 1 GROUP II 2 YR
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93204 12.75 6.75 1 GROUP II 2 YR
33411 13.75 7.75 1 GROUP II 2 YR
11726 13.99 5.99 1 GROUP I 2 YR
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97420 17.48 11.48 1 GROUP I 2 YR
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48225 16.05 10.05 1 GROUP I 2 YR
29732 0 0 0 GROUP I
30360 15 9 1 GROUP I 2 YR
21601 0 0 0 GROUP I
27106 16.75 10.75 1 GROUP I 2 YR
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46157 17.2 11.2 1 GROUP I 2 YR
15376 16.95 10.95 1 GROUP I 2 YR
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16156 15.75 9.75 1 GROUP I 2 YR
43028 17.4 11.4 1 GROUP I 2 YR
33405 16.95 10.95 1 GROUP I 2 YR
43160 16.15 10.15 1 GROUP I 2 YR
67060 17.4 11.4 1 GROUP I 2 YR
33617 15.6 9.6 1 GROUP I 2 YR
44203 18.4 12.4 1 GROUP I 2 YR
43229 17.65 11.65 1 GROUP I 2 YR
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40272 12.9 6.9 1 GROUP I 2 YR
37820 16.65 10.65 1 GROUP I 2 YR
32218 13.15 7.15 1 GROUP I 2 YR
32218 16.65 10.65 1 GROUP I 2 YR
42541 17.2 11.2 1 GROUP I 2 YR
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44857 17.9 11.9 1 GROUP I 2 YR
33617 17.25 11.25 1 GROUP I 2 YR
32822 15.65 9.65 1 GROUP I 3 YR
32065 14.55 8.55 1 GROUP I 2 YR
61542 0 0 0 GROUP I
30016 14.75 5.5 1 GROUP I 2 YR
30180 0 0 0 GROUP I
30180 14.03 5.5 1 GROUP I 2 YR
30145 14.38 5.5 1 GROUP I 2 YR
28269 13.855 5.5 1 GROUP I 2 YR
28269 14.43 5.5 1 GROUP I 2 YR
30127 14.88 5.5 1 GROUP I 2 YR
30168 14.55 5.5 1 GROUP I 2 YR
30141 0 0 0 GROUP I
30141 14.655 5.5 1 GROUP I 2 YR
30252 14.555 5.5 1 GROUP I 2 YR
30291 14.005 5.5 1 GROUP I 2 YR
30253 0 0 0 GROUP I
30253 14.665 5.5 1 GROUP I 2 YR
30114 0 0 0 GROUP I
30114 14.19 5.5 1 GROUP I 2 YR
30213 14.8 5.5 1 GROUP I 2 YR
30252 14.8 5.5 1 GROUP I 2 YR
30274 14.63 5.5 1 GROUP I 2 YR
30507 14.3 5.5 1 GROUP I 2 YR
30179 14.725 5.5 1 GROUP I 2 YR
30135 14.725 5.725 1 GROUP I 3 YR
30331 14.615 5.5 1 GROUP I 2 YR
30135 15.55 5.5 1 GROUP I 2 YR
30106 15.425 5.5 1 GROUP I 2 YR
30011 14.25 5.5 1 GROUP I 2 YR
30039 13.75 6.5 1 GROUP I 2 YR
30115 13.58 5.5 1 GROUP I 2 YR
30115 0 0 0 GROUP I
30228 13.725 5.5 1 GROUP I 2 YR
98014 12.6 6.6 1 GROUP I 2 YR
27104 0 0 0 GROUP I
33972 14.215 8.215 1 GROUP I 2 YR
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92883 14.95 7.95 1 GROUP I 2 YR
2302 17.99 10.99 1 GROUP I 3 YR
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2122 15.75 8.75 1 GROUP I 2 YR
44121 0 0 0 GROUP I
44106 15.95 8.95 1 GROUP I 3 YR
45123 0 0 0 GROUP I
44077 15.5 8.5 1 GROUP I 2 YR
44109 17.85 10.85 1 GROUP I 2 YR
44507 16.85 9.85 1 GROUP I 2 YR
44125 0 0 0 GROUP I
44125 14.4 7.4 1 GROUP I 2 YR
45214 16.625 9.625 1 GROUP I 2 YR
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44105 14.85 7.85 1 GROUP I 2 YR
44149 0 0 0 GROUP I
44104 0 0 0 GROUP I
44118 16.85 9.85 1 GROUP I 2 YR
44691 17.6 10.6 1 GROUP I 2 YR
44118 15.15 8.15 1 GROUP I 2 YR
44320 16.1 9.1 1 GROUP I 2 YR
44502 17.1 10.1 1 GROUP I 2 YR
44120 16.8 9.8 1 GROUP I 2 YR
44301 15.85 8.85 1 GROUP I 2 YR
44112 16.99 9.99 1 GROUP I 2 YR
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20002 15.5 8.5 1 GROUP I 2 YR
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21227 14.15 7.15 1 GROUP I 2 YR
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20746 15.1 8.1 1 GROUP I 2 YR
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77042 14.99 7.99 1 GROUP I 2 YR
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33025 16.7 9.7 1 GROUP I 2 YR
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32835 14.325 7.325 1 GROUP I 2 YR
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33157 14.325 7.325 1 GROUP I 2 YR
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32835 15.05 8.05 1 GROUP I 2 YR
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33021 14.975 7.975 1 GROUP I 2 YR
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33311 14.9 7.9 1 GROUP I 2 YR
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33181 15.45 8.45 1 GROUP I 2 YR
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33328 15.131 8.131 1 GROUP I 2 YR
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30311 16.225 9.225 1 GROUP I 2 YR
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33334 15.825 8.825 1 GROUP I 2 YR
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32750 15.575 8.575 1 GROUP I 2 YR
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55421 15.55 8.55 1 GROUP I 2 YR
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48910 14.575 7.575 1 GROUP I 2 YR
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46322 17.3 10.3 1 GROUP I 2 YR
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60101 15.325 8.325 1 GROUP I 2 YR
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60645 15.225 8.225 1 GROUP I 2 YR
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60628 14.99 7.99 1 GROUP I 2 YR
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92563 14.7 7.7 1 GROUP I 2 YR
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92407 15.8 8.8 1 GROUP I 2 YR
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81230 14.99 7.99 1 GROUP I 2 YR
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92404 14.7 7.7 1 GROUP I 2 YR
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64052 16.625 9.625 1 GROUP I 2 YR
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92275 0 0 0 GROUP I
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33428 14.73 8.73 1 GROUP I 2 YR
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85033 15.99 8.99 1.5 GROUP I 2 YR
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63376 16.95 9.95 1.5 GROUP I 2 YR
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78261 16.65 7.65 1.5 GROUP I 2 YR
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78250 16.65 9.65 1.5 GROUP I 2 YR
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6105 15.99 8.99 1.5 GROUP I 2 YR
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53913 16.45 9.45 1.5 GROUP I 2 YR
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97106 15.8 8.8 1.5 GROUP I 2 YR
63138 16.99 9.99 1.5 GROUP I 2 YR
48504 16.65 9.65 1.5 GROUP I 2 YR
85239 15.9 8.9 1.5 GROUP I 2 YR
85303 14.85 7.85 1.5 GROUP I 2 YR
85037 15.4 8.4 1.5 GROUP I 2 YR
85035 0 0 0 GROUP I
77068 17.99 10.99 1.5 GROUP I 2 YR
39272 15.1 8.1 1.5 GROUP I 2 YR
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33756 15.9 8.9 1.5 GROUP I 2 YR
33066 15.5 8.5 1.5 GROUP I 2 YR
33178 14.99 7.99 1.5 GROUP I 2 YR
33321 16.65 9.65 1.5 GROUP I 2 YR
34748 15.85 8.85 1.5 GROUP I 2 YR
34953 16.75 9.75 1.5 GROUP I 2 YR
33311 0 0 0 GROUP I
33055 15.15 8.15 1.5 GROUP I 2 YR
33150 15.8 8.8 1.5 GROUP I 2 YR
33331 14.75 7.75 1.5 GROUP I 2 YR
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63074 17.1 10.1 1.5 GROUP I 2 YR
77469 16.85 9.85 1.5 GROUP I 2 YR
75115 14.95 7.95 1.5 GROUP I 2 YR
63367 16.97 9.97 1.5 GROUP I 2 YR
76002 16.9 9.9 1.5 GROUP I 2 YR
75089 17.15 10.15 1.5 GROUP I 2 YR
76063 15.65 6.65 1.5 GROUP I 2 YR
63136 16.95 9.95 1.5 GROUP I 2 YR
76148 16.79 9.79 1.5 GROUP I 2 YR
63051 0 0 0 GROUP I
75216 0 0 0 GROUP I
75040 15.6 8.6 1.5 GROUP I 2 YR
75150 16.5 9.5 1.5 GROUP I 2 YR
75048 15.9 8.9 1.5 GROUP I 2 YR
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75249 14.99 5.99 1.5 GROUP I 2 YR
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76036 16.8 9.8 1.5 GROUP I 2 YR
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77429 15.6 8.6 1.5 GROUP I 2 YR
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78201 15.85 8.85 1.5 GROUP I 2 YR
78501 16.85 9.85 1.5 GROUP I 2 YR
78228 17.85 6.85 1.5 GROUP I 2 YR
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78217 16.5 9.5 1.5 GROUP I 2 YR
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ZIP_CODE PREPAY LIEN BALLOON AMORT_ IO_FLAG
TERM1
----------------------------------------------------------------------------------------------------------------
33610 Yes Second Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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22602 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
48227 Yes First Lien Xx 000 XX
00000 Yes Second Lien Yes 360 NO
98801 Yes First Lien No 360 YES
2645 Yes First Lien Yes 480 NO
48146 Yes Second Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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00000 Yes First Lien Xx 000 XX
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00000 Yes First Lien No 360 YES
85016 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
86314 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
00000 No First Lien No 360 NO
90008 No First Lien No 360 YES
76513 No Second Lien No 180 NO
76513 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
55414 Yes First Lien Xx 000 XX
00000 Yes First Lien No 360 NO
6331 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
44902 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
33442 Yes First Lien No 360 YES
43408 Yes First Lien Xx 000 XX
00000 Yes Second Lien Xx 000 XX
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43608 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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21206 No First Lien Xx 000 XX
00000 Yes First Lien No 360 NO
3864 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
20772 No First Lien Yes 480 NO
22314 Yes First Lien Yes 480 NO
85015 Yes First Lien Xx 000 XX
00000 No First Lien Yes 480 NO
85339 Yes First Lien No 360 NO
7083 Yes First Lien No 360 YES
7013 No First Lien Yes 480 NO
7203 No First Lien Yes 480 NO
10472 Yes Second Lien Yes 360 NO
10472 Yes First Lien No 360 NO
7513 Yes First Lien Yes 480 NO
11003 Yes First Lien Yes 480 NO
7424 Yes First Lien Yes 480 NO
10601 Yes Second Lien Yes 360 NO
10601 Yes First Lien No 360 YES
33919 Yes First Lien No 360 NO
7032 Yes First Lien Yes 480 NO
11757 Yes Second Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
11798 Yes First Lien Xx 000 XX
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8753 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
34116 Yes First Lien Yes 480 NO
20164 Yes Second Lien Xx 000 XX
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00000 Yes First Lien Yes 480 NO
74035 Yes First Lien Xx 000 XX
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47591 Yes First Lien Yes 480 NO
49017 Yes First Lien Xx 000 XX
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46703 Yes First Lien Xx 000 XX
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19054 Yes First Lien No 360 YES
39194 Yes First Lien Xx 000 XX
00000 Yes First Lien No 360 NO
8759 No First Lien No 360 NO
29036 No First Lien No 360 NO
21207 No First Lien No 360 NO
27103 No First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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5468 No First Lien No 360 YES
38053 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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48228 Yes First Lien Xx 000 XX
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11704 No First Lien Xx 000 XX
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7103 No First Lien No 360 YES
19001 Yes First Lien Xx 000 XX
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11717 Yes First Lien Xx 000 XX
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19947 No First Lien Xx 000 XX
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11798 No First Lien Xx 000 XX
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51007 No First Lien Xx 000 XX
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93552 Yes First Lien No 360 YES
48234 Yes First Lien Xx 000 XX
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91406 Yes First Lien No 360 NO
4039 No First Lien No 360 NO
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32746 Yes First Lien No 360 YES
75056 Yes First Lien Xx 000 XX
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85345 Yes First Lien Xx 000 XX
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92316 Yes First Lien Xx 000 XX
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90032 No First Lien No 360 YES
93307 Yes First Lien Yes 480 NO
21740 No First Lien No 360 YES
92377 Yes First Lien No 360 YES
90302 Yes First Lien No 360 YES
98404 Yes First Lien Yes 480 NO
93550 Yes First Lien No 360 YES
33054 Yes First Lien Yes 480 NO
1520 No First Lien No 360 NO
91335 Yes First Lien No 360 YES
23237 Yes First Lien No 360 YES
64062 Yes First Lien Xx 000 XX
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92236 Yes First Lien Yes 480 NO
48185 Yes First Lien Xx 000 XX
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28301 No First Lien No 360 NO
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93535 Yes First Lien No 360 YES
98030 No Second Lien Yes 360 NO
98030 Yes First Lien Xx 000 XX
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32220 Yes First Lien No 360 YES
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63755 Yes First Lien Xx 000 XX
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55025 Yes First Lien No 360 YES
98391 Yes First Lien No 360 YES
17404 No Second Lien Yes 360 NO
17404 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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92509 Yes First Lien No 360 YES
92251 Yes First Lien Yes 480 NO
80211 Yes First Lien Yes 480 NO
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33309 Yes Second Lien Xx 000 XX
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92571 Yes First Lien No 360 YES
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32205 Yes First Lien Xx 000 XX
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93552 Yes First Lien Xx 000 XX
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23060 Yes First Lien Xx 000 XX
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86426 Yes First Lien No 360 YES
92410 Yes Second Lien Yes 360 NO
95205 Yes Second Lien Yes 360 NO
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91356 Yes First Lien Xx 000 XX
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92503 Yes Second Lien Yes 360 NO
92503 Yes First Lien No 360 YES
33309 Yes Second Lien Yes 360 NO
33309 Yes First Lien No 360 YES
98229 Yes Second Lien Yes 360 NO
89120 Yes Second Lien Yes 360 NO
89120 Yes First Lien No 360 YES
32224 Yes Second Lien Yes 360 NO
32224 Yes First Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
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92543 Yes Second Lien Yes 360 NO
92543 Yes First Lien No 360 YES
93274 Yes Second Lien Yes 360 NO
93274 Yes First Lien Xx 000 XX
00000 Yes First Lien No 360 YES
89122 Yes Second Lien Yes 360 NO
89122 Yes First Lien No 360 YES
92394 Yes Second Lien Yes 360 NO
92394 Yes First Lien No 360 YES
92501 Yes Second Lien Yes 360 NO
92501 Yes First Lien No 360 YES
92509 Yes Second Lien Yes 360 NO
95827 Yes Second Lien Yes 360 NO
95827 Yes First Lien Xx 000 XX
00000 Yes Second Lien Yes 360 NO
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48126 Yes Second Lien Xx 00 XX
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85232 Yes First Lien Xx 000 XX
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20135 Yes First Lien No 360 YES
32811 Yes First Lien Xx 000 XX
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11701 No Second Lien No 360 NO
22406 No First Lien Yes 480 NO
30721 Yes First Lien Xx 000 XX
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19380 No Second Lien Yes 360 NO
19380 Yes First Lien No 360 YES
95123 Yes First Lien Yes 480 NO
53066 Yes First Lien No 360 YES
85379 Yes First Lien Xx 000 XX
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41005 Yes First Lien No 360 YES
70461 Yes Second Lien Yes 360 NO
70461 Yes First Lien Xx 000 XX
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22191 No First Lien No 360 YES
8055 No Second Lien No 360 NO
8055 No First Lien No 360 NO
33614 Yes First Lien Xx 000 XX
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27529 No First Lien Xx 000 XX
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28806 No First Lien Xx 000 XX
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38824 Yes First Lien Xx 000 XX
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77449 Yes First Lien Xx 000 XX
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85204 Yes First Lien Xx 000 XX
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46050 Yes First Lien Xx 000 XX
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98155 Yes First Lien No 360 YES
70374 Yes First Lien Xx 000 XX
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32807 Yes First Lien Xx 000 XX
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77019 Yes First Lien Xx 000 XX
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20901 No First Lien No 360 YES
77706 Yes First Lien Xx 000 XX
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23831 Yes First Lien No 360 YES
63123 Yes First Lien No 360 YES
78245 No First Lien Xx 000 XX
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32254 Yes First Lien Xx 000 XX
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80916 No First Lien Xx 000 XX
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92392 Yes First Lien Yes 480 NO
95351 Yes First Lien Yes 480 NO
95948 Yes First Lien Yes 480 NO
40228 Yes First Lien Yes 480 NO
85629 Yes First Lien Yes 480 NO
93550 Yes First Lien Yes 480 NO
93534 Yes First Lien Yes 480 NO
92344 Yes First Lien Yes 480 NO
92587 Yes First Lien Yes 480 NO
95206 Yes First Lien Yes 480 NO
95204 Yes First Lien Yes 480 NO
91761 Yes First Lien Yes 480 NO
90810 Yes First Lien Yes 480 NO
89128 Yes First Lien No 360 YES
92410 Yes First Lien No 360 YES
94544 Yes First Lien No 360 YES
32714 Yes First Lien No 360 YES
33064 Yes First Lien No 360 YES
44822 No First Lien No 360 NO
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21863 No First Lien No 360 NO
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8068 No First Lien No 360 NO
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90220 Yes First Lien No 360 YES
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34982 Yes First Lien Yes 480 NO
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6066 Yes First Lien No 360 NO
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22620 Yes First Lien No 360 YES
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6416 Yes Second Lien Yes 360 NO
6810 Yes Second Lien Yes 360 NO
6002 Yes Second Lien Yes 360 NO
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19044 Yes First Lien Yes 480 NO
6062 Yes First Lien No 360 NO
6082 Yes First Lien No 360 NO
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19116 Yes First Lien No 360 YES
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6416 Yes First Lien No 360 NO
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55014 Yes First Lien No 360 YES
60542 Yes First Lien No 360 YES
60641 No First Lien No 360 YES
60618 Yes First Lien No 360 YES
55395 Yes First Lien No 360 YES
55422 No Second Lien Yes 360 NO
55379 No Second Lien Yes 360 NO
43065 No Second Lien Yes 360 NO
49507 No Second Lien Yes 360 NO
49426 No Second Lien Yes 360 NO
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53207 No Second Lien Yes 360 NO
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92236 Yes First Lien No 360 YES
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34287 Yes Second Lien Yes 360 NO
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33169 Yes Second Lien Yes 360 NO
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55038 Yes First Lien No 360 YES
43617 No Second Lien Yes 360 NO
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43160 Yes First Lien Yes 480 NO
89107 Yes First Lien No 360 YES
80113 Yes First Lien No 360 YES
85225 Yes Second Lien Yes 360 NO
89107 Yes Second Lien Yes 360 NO
85043 Yes Second Lien Yes 360 NO
85222 Yes Second Lien Yes 360 NO
85037 Yes Second Lien Yes 360 NO
39272 Yes Second Lien Yes 360 NO
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66102 No First Lien Xx 000 XX
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00000 Yes First Lien Yes 480 NO
68107 Yes First Lien Xx 000 XX
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97106 Yes First Lien Xx 000 XX
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85379 Yes First Lien Xx 000 XX
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33066 Yes First Lien No 360 YES
33178 Yes First Lien No 360 YES
33321 Yes First Lien Xx 000 XX
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00000 No Second Lien Yes 360 NO
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75227 No Second Lien Yes 360 NO
75249 No Second Lien Yes 360 NO
76248 No Second Lien Yes 360 NO
77469 No Second Lien Yes 360 NO
75189 No Second Lien Yes 360 NO
75092 No Second Lien Yes 360 NO
63074 Yes First Lien Xx 000 XX
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63367 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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63136 Yes First Lien Xx 000 XX
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77429 Yes First Lien Xx 000 XX
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77469 No Second Lien Xx 000 XX
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45103 No Second Lien Yes 360 NO
75409 No Second Lien Yes 360 NO
77449 No Second Lien Yes 360 NO
78610 No Second Lien Yes 360 NO
78610 No Second Lien Yes 360 NO
46168 No Second Lien Yes 360 NO
75154 No Second Lien Yes 360 NO
45103 Yes First Lien Xx 000 XX
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00000 Yes First Lien Xx 000 XX
00000 Yes Second Lien Yes 360 NO
89108 Yes First Lien Xx 000 XX
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00000 Yes First Lien Yes 480 NO
63116 Yes First Lien Xx 000 XX
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92126 Yes Second Lien Xx 000 XX
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92345 Yes First Lien Yes 480 NO
95354 Yes Second Lien Xx 000 XX
00000 Yes First Lien Yes 480 NO
80013 Yes First Lien Yes 480 NO
95820 Yes First Lien Yes 480 NO
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97266 Yes Second Lien Xx 000 XX
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92260 Yes First Lien Yes 480 NO
92562 Yes Second Lien Xx 000 XX
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85033 Yes Second Lien Xx 000 XX
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92020 Yes First Lien Xx 000 XX
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80909 Yes First Lien Yes 480 NO
94509 Yes First Lien Yes 480 NO
94014 Yes First Lien Yes 480 NO
95695 Yes First Lien Yes 480 NO
85382 Yes First Lien Yes 480 NO
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28208 No First Lien No 360 YES
30157 Yes First Lien Xx 000 XX
00000 Yes First Lien Xx 000 XX
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00000 Yes First Lien Xx 000 XX
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30228 No Second Lien Yes 360 NO
30228 Yes First Lien No 360 YES
30040 No Second Lien Yes 360 NO
30096 No Second Lien Yes 360 NO
30040 No First Lien No 360 YES
30096 Yes First Lien No 360 YES
30114 No Second Lien Yes 360 NO
30114 Yes First Lien No 360 YES
30093 Yes First Lien Xx 000 XX
00000 Yes First Lien No 360 YES
30252 Yes First Lien No 360 YES
30097 Yes First Lien No 360 YES
30024 Yes First Lien No 360 YES
30034 Yes First Lien No 360 YES
30260 Yes First Lien No 360 YES
30238 No Second Lien Yes 360 NO
30238 Yes First Lien No 360 YES
30107 Yes First Lien No 360 YES
30052 Yes First Lien No 360 YES
30263 Yes First Lien No 360 YES
30087 No First Lien No 360 YES
30134 Yes First Lien No 360 YES
30135 No First Lien No 360 NO
30058 No Second Lien Yes 360 NO
30058 Yes First Lien No 360 YES
30044 Yes First Lien No 360 YES
30349 Yes First Lien No 360 YES
30349 Yes First Lien No 360 YES
30349 Yes First Lien No 360 YES
30011 Yes First Lien No 360 YES
30720 Yes First Lien No 360 YES
30349 Yes First Lien No 360 YES
30349 Yes First Lien No 360 YES
30296 Yes First Lien No 360 YES
30349 No Second Lien Yes 360 NO
30349 Yes First Lien No 360 YES
30083 Yes First Lien No 360 YES
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87114 No First Lien No 360 NO
33322 No First Lien No 360 NO
23116 No First Lien No 360 NO
60586 No First Lien No 360 NO
63034 No First Lien No 360 NO
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00000 Yes First Lien Yes 480 NO
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19148 Yes First Lien Xx 000 XX
00000 No First Lien No 360 NO
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00000 Yes First Lien No 360 YES
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11377 No First Lien No 360 NO
10601 No Second Lien Yes 360 NO
10601 No First Lien No 360 YES
10538 No First Lien No 360 YES
78244 Yes First Lien Xx 000 XX
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ZIP_CODE IO_PERIOD SELLER
-------------------------------------------------------
33610 NON-IO EMC
33610 NON-IO EMC
45044 NON-IO EMC
91214 NON-IO EMC
22602 NON-IO EMC
22602 NON-IO EMC
32034 NON-IO EMC
48227 NON-IO EMC
98801 NON-IO EMC
98801 2 YEARS EMC
2645 NON-IO EMC
48146 NON-IO EMC
48146 NON-IO EMC
55443 NON-IO EMC
86401 NON-IO EMC
43023 NON-IO EMC
43023 5 YEARS EMC
85016 NON-IO EMC
98445 NON-IO MASTER
86314 NON-IO MASTER
19125 NON-IO MASTER
48223 NON-IO EMC
77017 NON-IO EMC
28574 NON-IO EMC
90008 5 YEARS EMC
76513 NON-IO EMC
76513 NON-IO EMC
19720 NON-IO EMC
23513 NON-IO EMC
55414 NON-IO EMC
93305 NON-IO EMC
6331 NON-IO EMC
33064 NON-IO EMC
44902 NON-IO EMC
44312 NON-IO EMC
33442 10 YEARS EMC
43408 NON-IO EMC
45449 NON-IO EMC
45449 NON-IO EMC
43805 5 YEARS EMC
43608 NON-IO EMC
33190 NON-IO EMC
30906 NON-IO EMC
21206 NON-IO EMC
21206 NON-IO EMC
18301 NON-IO EMC
3864 NON-IO EMC
22405 NON-IO EMC
20772 NON-IO EMC
22314 NON-IO EMC
85015 NON-IO EMC
33027 NON-IO EMC
85339 NON-IO EMC
7083 5 YEARS MASTER
7013 NON-IO MASTER
7203 NON-IO MASTER
10472 NON-IO EMC
10472 NON-IO MASTER
7513 NON-IO MASTER
11003 NON-IO MASTER
7424 NON-IO MASTER
10601 NON-IO EMC
10601 5 YEARS EMC
33919 NON-IO MASTER
7032 NON-IO MASTER
11757 NON-IO EMC
11757 NON-IO MASTER
11798 NON-IO MASTER
14094 NON-IO MASTER
8753 NON-IO MASTER
19135 NON-IO EMC
34116 NON-IO EMC
20164 NON-IO EMC
20164 NON-IO EMC
47302 NON-IO EMC
93536 NON-IO EMC
74035 NON-IO EMC
43015 NON-IO EMC
43015 NON-IO EMC
34953 NON-IO EMC
44118 NON-IO EMC
46814 5 YEARS EMC
47591 NON-IO EMC
49017 NON-IO EMC
43123 NON-IO EMC
43123 5 YEARS EMC
46703 NON-IO EMC
43062 NON-IO EMC
44054 NON-IO EMC
44054 NON-IO EMC
33617 NON-IO EMC
46226 NON-IO EMC
46226 NON-IO EMC
63366 10 YEARS EMC
19054 5 YEARS MASTER
39194 NON-IO EMC
38111 NON-IO EMC
8759 NON-IO MASTER
29036 NON-IO MASTER
21207 NON-IO MASTER
27103 NON-IO MASTER
23663 NON-IO MASTER
36606 NON-IO EMC
19013 NON-IO EMC
33616 NON-IO MASTER
19153 NON-IO MASTER
5468 5 YEARS MASTER
38053 NON-IO MASTER
19148 NON-IO MASTER
48228 NON-IO EMC
48228 NON-IO MASTER
11953 5 YEARS MASTER
11704 NON-IO MASTER
33884 NON-IO MASTER
34984 NON-IO MASTER
90044 NON-IO MASTER
7103 5 YEARS MASTER
19001 NON-IO MASTER
27610 NON-IO MASTER
48205 NON-IO MASTER
43607 NON-IO MASTER
45238 NON-IO MASTER
48234 NON-IO MASTER
48009 NON-IO MASTER
40258 NON-IO MASTER
62221 NON-IO MASTER
39212 NON-IO EMC
48221 NON-IO MASTER
33033 NON-IO MASTER
38106 NON-IO EMC
63701 NON-IO MASTER
29461 NON-IO MASTER
28584 NON-IO MASTER
23860 NON-IO MASTER
14120 NON-IO MASTER
74129 NON-IO MASTER
44120 NON-IO EMC
11717 NON-IO EMC
11717 NON-IO MASTER
23452 NON-IO MASTER
44505 NON-IO MASTER
19947 NON-IO EMC
19947 NON-IO MASTER
46203 NON-IO EMC
10467 NON-IO MASTER
19152 NON-IO MASTER
11798 NON-IO EMC
11798 NON-IO MASTER
19720 NON-IO MASTER
29445 NON-IO MASTER
51007 NON-IO MASTER
93552 NON-IO EMC
93552 5 YEARS MASTER
48234 NON-IO EMC
33458 5 YEARS EMC
91406 NON-IO MASTER
4039 NON-IO EMC
91331 5 YEARS MASTER
32746 5 YEARS MASTER
75056 NON-IO MASTER
93550 NON-IO EMC
93550 5 YEARS MASTER
85345 NON-IO MASTER
93535 NON-IO EMC
93535 NON-IO MASTER
92316 NON-IO MASTER
90302 NON-IO EMC
90032 5 YEARS MASTER
93307 NON-IO MASTER
21740 5 YEARS MASTER
92377 5 YEARS MASTER
90302 5 YEARS MASTER
98404 NON-IO MASTER
93550 5 YEARS MASTER
33054 NON-IO MASTER
1520 NON-IO MASTER
91335 5 YEARS EMC
23237 5 YEARS EMC
64062 NON-IO MASTER
93309 NON-IO MASTER
28751 NON-IO MASTER
22968 NON-IO MASTER
85308 NON-IO EMC
91340 NON-IO MASTER
98584 NON-IO MASTER
92545 NON-IO MASTER
97068 5 YEARS MASTER
92335 NON-IO MASTER
93550 NON-IO EMC
93560 5 YEARS MASTER
85927 NON-IO MASTER
93535 5 YEARS MASTER
92308 NON-IO MASTER
91331 NON-IO MASTER
92236 NON-IO MASTER
48185 NON-IO MASTER
95350 NON-IO MASTER
28301 NON-IO MASTER
92201 5 YEARS MASTER
91710 NON-IO EMC
91710 5 YEARS MASTER
93535 5 YEARS MASTER
98030 NON-IO EMC
98030 NON-IO MASTER
92275 NON-IO EMC
92275 5 YEARS MASTER
93280 NON-IO MASTER
91303 5 YEARS MASTER
95210 NON-IO MASTER
93505 NON-IO EMC
93505 5 YEARS MASTER
32220 5 YEARS MASTER
92335 NON-IO MASTER
80122 NON-IO MASTER
63755 NON-IO MASTER
98903 5 YEARS MASTER
92881 NON-IO EMC
92881 5 YEARS MASTER
55025 5 YEARS MASTER
98391 5 YEARS MASTER
17404 NON-IO EMC
17404 NON-IO MASTER
23663 NON-IO MASTER
63118 NON-IO MASTER
89142 5 YEARS MASTER
95205 NON-IO EMC
80233 NON-IO MASTER
80116 5 YEARS MASTER
92509 5 YEARS MASTER
92251 NON-IO MASTER
80211 NON-IO MASTER
92596 NON-IO EMC
93277 5 YEARS MASTER
33309 NON-IO EMC
95953 NON-IO EMC
95953 5 YEARS MASTER
92571 5 YEARS MASTER
91745 NON-IO EMC
92570 5 YEARS MASTER
32205 NON-IO MASTER
95219 5 YEARS MASTER
90717 5 YEARS MASTER
93552 NON-IO MASTER
95219 NON-IO MASTER
23060 NON-IO EMC
23060 NON-IO MASTER
86426 NON-IO EMC
86426 5 YEARS MASTER
92410 NON-IO EMC
95205 NON-IO EMC
91356 NON-IO EMC
91356 NON-IO MASTER
95205 5 YEARS MASTER
92503 NON-IO EMC
92503 5 YEARS MASTER
33309 NON-IO EMC
33309 5 YEARS MASTER
98229 NON-IO EMC
89120 NON-IO EMC
89120 5 YEARS MASTER
32224 NON-IO EMC
32224 NON-IO MASTER
93309 NON-IO MASTER
90620 5 YEARS EMC
92543 NON-IO EMC
92543 5 YEARS MASTER
93274 NON-IO EMC
93274 NON-IO MASTER
85042 5 YEARS EMC
89122 NON-IO EMC
89122 5 YEARS MASTER
92394 NON-IO EMC
92394 5 YEARS MASTER
92501 NON-IO EMC
92501 5 YEARS MASTER
92509 NON-IO EMC
95827 NON-IO EMC
95827 NON-IO MASTER
92395 NON-IO EMC
92395 5 YEARS MASTER
48126 NON-IO EMC
48126 NON-IO MASTER
95212 5 YEARS EMC
92316 NON-IO EMC
92316 5 YEARS MASTER
85232 NON-IO MASTER
90047 NON-IO EMC
20135 10 YEARS EMC
32811 NON-IO EMC
90710 NON-IO EMC
39367 NON-IO EMC
85374 10 YEARS EMC
11701 NON-IO EMC
22406 NON-IO EMC
30721 NON-IO EMC
84107 5 YEARS EMC
19380 NON-IO EMC
19380 10 YEARS EMC
95123 NON-IO EMC
53066 10 YEARS EMC
85379 NON-IO EMC
30025 NON-IO EMC
30152 NON-IO EMC
30117 NON-IO EMC
90620 NON-IO EMC
41005 5 YEARS EMC
70461 NON-IO EMC
70461 NON-IO EMC
83201 NON-IO EMC
22508 NON-IO EMC
49442 NON-IO EMC
22191 NON-IO EMC
22191 10 YEARS EMC
8055 NON-IO EMC
8055 NON-IO EMC
33614 NON-IO MASTER
28134 NON-IO EMC
29073 NON-IO MASTER
27529 NON-IO MASTER
30643 NON-IO MASTER
29661 NON-IO EMC
32825 NON-IO EMC
32025 NON-IO MASTER
29907 NON-IO MASTER
32701 NON-IO MASTER
34116 NON-IO MASTER
27407 NON-IO EMC
34744 NON-IO EMC
46385 NON-IO MASTER
29644 NON-IO EMC
96001 NON-IO EMC
62568 NON-IO EMC
34758 NON-IO EMC
32127 NON-IO EMC
33603 NON-IO MASTER
30643 NON-IO EMC
28546 NON-IO EMC
32955 NON-IO EMC
29322 NON-IO EMC
19904 NON-IO EMC
15202 NON-IO EMC
28205 NON-IO EMC
32824 NON-IO MASTER
34743 NON-IO MASTER
32210 NON-IO MASTER
29680 NON-IO MASTER
28806 NON-IO MASTER
32809 NON-IO MASTER
34606 NON-IO MASTER
32819 NON-IO MASTER
27587 NON-IO MASTER
28540 NON-IO MASTER
32824 NON-IO MASTER
22851 NON-IO MASTER
30707 NON-IO MASTER
30656 NON-IO MASTER
34761 NON-IO MASTER
21045 5 YEARS MASTER
38824 NON-IO MASTER
77573 NON-IO MASTER
35810 NON-IO MASTER
48180 NON-IO MASTER
76248 NON-IO MASTER
73139 NON-IO MASTER
33935 NON-IO MASTER
85051 5 YEARS MASTER
77449 NON-IO MASTER
80229 5 YEARS EMC
85204 NON-IO MASTER
23851 NON-IO MASTER
65803 NON-IO MASTER
75228 5 YEARS MASTER
46050 NON-IO MASTER
77545 NON-IO MASTER
61856 NON-IO MASTER
75060 NON-IO MASTER
76248 NON-IO MASTER
46205 NON-IO MASTER
48532 NON-IO MASTER
73112 NON-IO MASTER
41005 NON-IO MASTER
37207 NON-IO MASTER
38930 NON-IO MASTER
40214 NON-IO MASTER
64118 5 YEARS MASTER
98155 5 YEARS MASTER
70374 NON-IO EMC
80239 5 YEARS MASTER
32807 NON-IO MASTER
64155 5 YEARS MASTER
77019 NON-IO MASTER
66062 NON-IO MASTER
20901 5 YEARS MASTER
77706 NON-IO MASTER
85374 5 YEARS MASTER
23831 5 YEARS MASTER
63123 5 YEARS MASTER
78245 NON-IO MASTER
48506 NON-IO EMC
80221 5 YEARS MASTER
32254 NON-IO MASTER
38127 NON-IO MASTER
79701 NON-IO MASTER
73120 NON-IO MASTER
75071 NON-IO MASTER
78660 NON-IO MASTER
80916 NON-IO MASTER
74145 NON-IO MASTER
39194 NON-IO EMC
35640 NON-IO MASTER
85033 NON-IO MASTER
38804 NON-IO EMC
30349 NON-IO MASTER
98059 5 YEARS MASTER
85742 5 YEARS MASTER
65672 NON-IO MASTER
53402 NON-IO MASTER
70805 NON-IO EMC
33025 NON-IO MASTER
73159 NON-IO MASTER
40356 NON-IO MASTER
40216 NON-IO MASTER
23112 NON-IO MASTER
77433 NON-IO MASTER
70726 NON-IO EMC
35603 NON-IO MASTER
73135 NON-IO MASTER
33611 NON-IO MASTER
40004 NON-IO MASTER
98022 5 YEARS MASTER
98033 5 YEARS MASTER
77449 NON-IO MASTER
89128 NON-IO MASTER
85743 NON-IO MASTER
23224 5 YEARS MASTER
39272 NON-IO EMC
77450 NON-IO MASTER
77502 NON-IO MASTER
48215 NON-IO MASTER
23227 NON-IO MASTER
63026 NON-IO MASTER
85031 5 YEARS MASTER
79720 NON-IO MASTER
67226 NON-IO MASTER
71360 NON-IO MASTER
43610 NON-IO MASTER
38860 NON-IO MASTER
49341 NON-IO MASTER
63121 NON-IO MASTER
83255 NON-IO MASTER
32738 NON-IO MASTER
63010 NON-IO MASTER
77048 NON-IO MASTER
78245 NON-IO MASTER
85713 NON-IO MASTER
35810 NON-IO MASTER
83835 5 YEARS MASTER
39194 NON-IO EMC
73105 NON-IO MASTER
98003 5 YEARS MASTER
39211 NON-IO EMC
98087 5 YEARS MASTER
63116 NON-IO MASTER
89107 5 YEARS MASTER
30363 NON-IO EMC
75019 NON-IO MASTER
82601 NON-IO MASTER
35215 NON-IO MASTER
28025 NON-IO MASTER
39211 NON-IO EMC
33009 NON-IO MASTER
85043 5 YEARS MASTER
46143 NON-IO MASTER
80211 NON-IO MASTER
39206 NON-IO EMC
23451 NON-IO MASTER
79928 NON-IO MASTER
85345 5 YEARS MASTER
39206 NON-IO EMC
74006 NON-IO MASTER
64060 NON-IO MASTER
39056 NON-IO EMC
75218 NON-IO MASTER
89052 5 YEARS MASTER
39211 NON-IO EMC
62966 NON-IO MASTER
98139 NON-IO MASTER
80123 5 YEARS MASTER
77066 NON-IO MASTER
37211 NON-IO MASTER
38930 NON-IO MASTER
77014 NON-IO MASTER
75965 NON-IO MASTER
73117 NON-IO MASTER
60025 NON-IO MASTER
78572 NON-IO MASTER
98374 5 YEARS MASTER
37042 NON-IO MASTER
79762 NON-IO MASTER
76210 NON-IO MASTER
78732 NON-IO MASTER
76002 NON-IO MASTER
75165 NON-IO MASTER
79761 NON-IO MASTER
75248 NON-IO MASTER
71655 NON-IO MASTER
75232 NON-IO MASTER
48030 NON-IO MASTER
44830 NON-IO MASTER
75432 NON-IO MASTER
98466 NON-IO MASTER
33326 NON-IO MASTER
63033 NON-IO MASTER
79762 NON-IO MASTER
85210 5 YEARS MASTER
79763 NON-IO MASTER
77016 NON-IO MASTER
32707 NON-IO MASTER
38637 5 YEARS MASTER
33637 NON-IO MASTER
73013 NON-IO MASTER
75165 NON-IO MASTER
70131 NON-IO EMC
72619 NON-IO MASTER
32218 NON-IO MASTER
80012 NON-IO MASTER
21163 NON-IO MASTER
77494 NON-IO MASTER
39046 NON-IO EMC
79526 NON-IO MASTER
37110 NON-IO MASTER
77025 NON-IO MASTER
73114 NON-IO MASTER
85741 5 YEARS MASTER
89115 5 YEARS MASTER
39652 NON-IO EMC
63139 5 YEARS MASTER
28269 5 YEARS MASTER
33647 NON-IO MASTER
77090 NON-IO MASTER
77584 NON-IO MASTER
79761 NON-IO EMC
35749 NON-IO MASTER
85031 NON-IO MASTER
66611 NON-IO MASTER
32818 NON-IO MASTER
80233 5 YEARS MASTER
40014 5 YEARS MASTER
63366 NON-IO MASTER
38111 NON-IO MASTER
64055 NON-IO MASTER
73114 NON-IO MASTER
24540 NON-IO MASTER
77611 NON-IO MASTER
35810 5 YEARS MASTER
34714 5 YEARS MASTER
34208 NON-IO MASTER
70458 NON-IO EMC
63389 NON-IO MASTER
75144 NON-IO MASTER
75208 5 YEARS MASTER
66861 NON-IO MASTER
74081 NON-IO MASTER
98003 NON-IO MASTER
20874 NON-IO MASTER
75043 NON-IO MASTER
72002 NON-IO MASTER
85296 NON-IO MASTER
35803 NON-IO MASTER
44087 NON-IO MASTER
30058 NON-IO EMC
84105 NON-IO EMC
63121 NON-IO EMC
35601 NON-IO EMC
77449 NON-IO EMC
75951 NON-IO EMC
41005 NON-IO EMC
92154 NON-IO EMC
78043 NON-IO EMC
20901 NON-IO EMC
98203 NON-IO EMC
75060 NON-IO EMC
43452 NON-IO EMC
45406 NON-IO EMC
98033 NON-IO EMC
85215 NON-IO EMC
85338 NON-IO EMC
38128 NON-IO EMC
66109 NON-IO EMC
80022 NON-IO EMC
83835 NON-IO EMC
80219 NON-IO EMC
33462 NON-IO EMC
98168 NON-IO EMC
78504 NON-IO EMC
34758 NON-IO EMC
23234 NON-IO EMC
48336 NON-IO EMC
78045 NON-IO EMC
78577 NON-IO EMC
95021 NON-IO EMC
38018 NON-IO EMC
63137 NON-IO EMC
60637 NON-IO EMC
80012 NON-IO EMC
77090 NON-IO EMC
75241 NON-IO EMC
72764 NON-IO EMC
35023 NON-IO EMC
37086 NON-IO EMC
75051 NON-IO EMC
66861 NON-IO EMC
85741 NON-IO EMC
78577 NON-IO EMC
84065 NON-IO EMC
40211 NON-IO MASTER
40211 NON-IO MASTER
63114 NON-IO MASTER
40211 NON-IO MASTER
28086 NON-IO MASTER
40701 NON-IO MASTER
84062 5 YEARS MASTER
78526 NON-IO MASTER
29302 NON-IO MASTER
78258 NON-IO MASTER
80011 NON-IO MASTER
44212 NON-IO MASTER
75088 NON-IO EMC
27529 NON-IO MASTER
44125 NON-IO MASTER
28590 NON-IO EMC
74137 NON-IO MASTER
15132 NON-IO EMC
47441 NON-IO MASTER
29732 NON-IO MASTER
89032 5 YEARS MASTER
60156 5 YEARS MASTER
47362 NON-IO MASTER
76017 NON-IO EMC
48219 NON-IO MASTER
15147 NON-IO MASTER
15226 NON-IO MASTER
76123 NON-IO MASTER
44708 NON-IO MASTER
89081 NON-IO MASTER
32211 NON-IO MASTER
66223 NON-IO MASTER
78613 NON-IO EMC
85205 NON-IO MASTER
29520 NON-IO MASTER
29061 NON-IO MASTER
42134 NON-IO EMC
8016 NON-IO MASTER
42134 NON-IO MASTER
28376 NON-IO MASTER
17315 NON-IO MASTER
20166 NON-IO MASTER
54952 NON-IO MASTER
34743 NON-IO MASTER
42301 NON-IO EMC
89146 5 YEARS MASTER
34758 NON-IO EMC
34758 NON-IO MASTER
27529 NON-IO MASTER
77571 NON-IO MASTER
44703 NON-IO MASTER
77489 NON-IO MASTER
44510 NON-IO MASTER
45424 NON-IO MASTER
33615 NON-IO MASTER
37806 NON-IO MASTER
37813 NON-IO MASTER
84116 NON-IO MASTER
43420 NON-IO MASTER
16143 NON-IO MASTER
74106 NON-IO MASTER
79936 NON-IO MASTER
60133 7 YEARS MASTER
47025 NON-IO MASTER
22309 5 YEARS MASTER
85901 5 YEARS MASTER
21215 NON-IO MASTER
33625 NON-IO MASTER
11779 NON-IO MASTER
15668 NON-IO MASTER
93635 NON-IO MASTER
62208 NON-IO MASTER
15668 NON-IO EMC
30297 5 YEARS MASTER
44502 NON-IO MASTER
60626 NON-IO MASTER
15235 NON-IO MASTER
89115 NON-IO MASTER
63118 NON-IO MASTER
38401 NON-IO MASTER
76133 NON-IO MASTER
30024 NON-IO MASTER
33907 NON-IO MASTER
60615 NON-IO MASTER
75062 NON-IO MASTER
45238 NON-IO MASTER
21218 NON-IO MASTER
84092 NON-IO MASTER
28170 NON-IO MASTER
48205 NON-IO MASTER
48076 NON-IO MASTER
16502 NON-IO MASTER
27604 NON-IO MASTER
15642 NON-IO MASTER
40165 NON-IO MASTER
40741 NON-IO MASTER
15068 NON-IO MASTER
93030 NON-IO MASTER
77520 NON-IO MASTER
70737 NON-IO EMC
37914 NON-IO MASTER
32308 NON-IO EMC
92411 5 YEARS MASTER
85345 NON-IO MASTER
15210 NON-IO MASTER
20710 NON-IO MASTER
32308 NON-IO MASTER
32811 NON-IO EMC
48227 NON-IO MASTER
21223 NON-IO MASTER
48235 NON-IO MASTER
32811 NON-IO MASTER
42325 NON-IO MASTER
77433 NON-IO MASTER
75670 NON-IO MASTER
19608 NON-IO MASTER
44312 NON-IO MASTER
75043 NON-IO MASTER
42064 NON-IO MASTER
73109 NON-IO MASTER
44306 NON-IO MASTER
65668 NON-IO MASTER
30144 NON-IO MASTER
78245 NON-IO EMC
34653 5 YEARS MASTER
34653 NON-IO EMC
75006 NON-IO MASTER
46214 NON-IO MASTER
40004 NON-IO MASTER
21502 NON-IO MASTER
27105 5 YEARS MASTER
44833 NON-IO MASTER
91605 NON-IO MASTER
72104 NON-IO MASTER
60707 NON-IO MASTER
78210 NON-IO MASTER
27610 NON-IO MASTER
77053 NON-IO MASTER
43302 NON-IO MASTER
24416 NON-IO MASTER
77056 NON-IO MASTER
31088 NON-IO MASTER
28513 NON-IO MASTER
21223 NON-IO MASTER
29210 NON-IO MASTER
33610 NON-IO EMC
33610 NON-IO MASTER
46143 NON-IO MASTER
6776 NON-IO MASTER
28105 NON-IO MASTER
29073 NON-IO MASTER
85345 NON-IO MASTER
66223 5 YEARS MASTER
38468 NON-IO MASTER
23803 NON-IO MASTER
77026 NON-IO MASTER
15132 NON-IO MASTER
45207 NON-IO MASTER
14626 NON-IO EMC
45005 NON-IO MASTER
48336 NON-IO MASTER
46201 NON-IO EMC
48180 NON-IO MASTER
45205 NON-IO EMC
66062 NON-IO MASTER
93620 NON-IO MASTER
94601 NON-IO MASTER
28451 NON-IO MASTER
77077 NON-IO MASTER
15214 NON-IO MASTER
48221 NON-IO MASTER
46236 NON-IO MASTER
63136 NON-IO MASTER
73110 NON-IO MASTER
30331 NON-IO MASTER
47714 NON-IO MASTER
15214 NON-IO EMC
30274 NON-IO MASTER
73110 NON-IO MASTER
8086 NON-IO MASTER
7106 NON-IO MASTER
32507 NON-IO MASTER
23840 NON-IO MASTER
97266 NON-IO MASTER
97128 NON-IO MASTER
30504 NON-IO MASTER
48227 NON-IO MASTER
89131 NON-IO EMC
89131 NON-IO MASTER
27616 NON-IO EMC
27616 NON-IO MASTER
30016 NON-IO MASTER
44306 NON-IO MASTER
77521 NON-IO MASTER
30233 NON-IO MASTER
7718 NON-IO MASTER
77469 NON-IO MASTER
77035 NON-IO MASTER
66062 NON-IO MASTER
89031 NON-IO MASTER
21037 NON-IO MASTER
92411 NON-IO MASTER
30523 NON-IO MASTER
77084 NON-IO MASTER
29403 NON-IO MASTER
27360 NON-IO MASTER
62254 NON-IO MASTER
77084 NON-IO EMC
30331 NON-IO MASTER
77396 NON-IO MASTER
40118 NON-IO MASTER
15212 NON-IO MASTER
45895 NON-IO MASTER
45207 NON-IO MASTER
89108 NON-IO MASTER
60608 NON-IO MASTER
78233 NON-IO EMC
78233 NON-IO MASTER
27406 NON-IO MASTER
77067 NON-IO EMC
76010 NON-IO MASTER
16255 NON-IO MASTER
48030 NON-IO MASTER
77067 NON-IO MASTER
78220 NON-IO MASTER
34758 NON-IO MASTER
77071 NON-IO MASTER
30135 7 YEARS MASTER
37618 NON-IO MASTER
79928 NON-IO EMC
11590 NON-IO MASTER
77355 NON-IO MASTER
8094 NON-IO MASTER
72801 NON-IO MASTER
63034 5 YEARS MASTER
63052 NON-IO EMC
7106 NON-IO EMC
44241 NON-IO MASTER
28732 NON-IO MASTER
45013 NON-IO MASTER
40165 NON-IO MASTER
22601 NON-IO MASTER
23452 NON-IO MASTER
12533 NON-IO MASTER
19135 NON-IO MASTER
60542 NON-IO MASTER
79830 NON-IO MASTER
34758 NON-IO EMC
60618 NON-IO MASTER
34788 NON-IO MASTER
34788 NON-IO EMC
77706 NON-IO EMC
46160 NON-IO MASTER
45424 NON-IO MASTER
44134 NON-IO MASTER
45205 NON-IO MASTER
44105 NON-IO MASTER
48206 NON-IO MASTER
23607 NON-IO MASTER
43130 NON-IO MASTER
46408 NON-IO EMC
33313 NON-IO MASTER
16101 NON-IO MASTER
63113 NON-IO MASTER
27253 NON-IO EMC
28805 NON-IO MASTER
27253 NON-IO MASTER
15666 NON-IO EMC
32771 NON-IO MASTER
29936 NON-IO MASTER
27107 NON-IO MASTER
15301 NON-IO MASTER
45251 NON-IO MASTER
29406 NON-IO MASTER
84119 NON-IO MASTER
89104 NON-IO MASTER
84015 NON-IO MASTER
74033 NON-IO EMC
74033 NON-IO MASTER
89122 NON-IO MASTER
27516 NON-IO MASTER
8085 NON-IO MASTER
30248 NON-IO MASTER
27516 NON-IO EMC
63049 NON-IO MASTER
30101 NON-IO EMC
30101 NON-IO MASTER
28334 NON-IO MASTER
22309 NON-IO MASTER
37179 NON-IO MASTER
15210 NON-IO MASTER
77450 NON-IO MASTER
48021 NON-IO MASTER
48234 NON-IO EMC
77083 NON-IO MASTER
30103 NON-IO MASTER
42501 NON-IO MASTER
27616 NON-IO MASTER
32824 NON-IO MASTER
73130 NON-IO EMC
63121 NON-IO MASTER
27405 NON-IO MASTER
45867 NON-IO MASTER
30044 NON-IO EMC
48219 NON-IO MASTER
16001 NON-IO MASTER
32829 NON-IO EMC
27330 NON-IO EMC
33069 NON-IO MASTER
19090 NON-IO MASTER
63137 NON-IO MASTER
87114 NON-IO MASTER
94521 NON-IO MASTER
27330 NON-IO MASTER
45431 NON-IO MASTER
43113 NON-IO EMC
11208 NON-IO EMC
27539 NON-IO MASTER
63118 5 YEARS MASTER
77064 NON-IO MASTER
78228 NON-IO MASTER
11212 NON-IO MASTER
66102 NON-IO MASTER
46952 NON-IO MASTER
76227 NON-IO MASTER
39819 NON-IO MASTER
19426 NON-IO MASTER
73942 NON-IO MASTER
30253 NON-IO EMC
30253 NON-IO MASTER
43235 NON-IO MASTER
30008 NON-IO MASTER
78221 NON-IO MASTER
31008 NON-IO MASTER
8005 NON-IO MASTER
30110 5 YEARS MASTER
60630 NON-IO MASTER
44137 NON-IO MASTER
89122 7 YEARS MASTER
20850 NON-IO MASTER
34639 NON-IO MASTER
27260 NON-IO MASTER
97233 NON-IO MASTER
43055 NON-IO MASTER
77076 NON-IO MASTER
75217 NON-IO MASTER
43113 NON-IO MASTER
89122 NON-IO EMC
89122 5 YEARS MASTER
63136 NON-IO MASTER
11236 NON-IO EMC
46112 NON-IO MASTER
29229 NON-IO MASTER
7036 NON-IO MASTER
76108 NON-IO MASTER
44105 NON-IO MASTER
48210 5 YEARS MASTER
30032 NON-IO MASTER
27217 5 YEARS MASTER
44137 NON-IO MASTER
28215 NON-IO MASTER
75602 NON-IO MASTER
37227 NON-IO MASTER
77048 NON-IO MASTER
55124 NON-IO EMC
23454 NON-IO MASTER
33319 NON-IO MASTER
44118 NON-IO MASTER
20770 NON-IO EMC
85226 NON-IO MASTER
48342 NON-IO MASTER
20770 NON-IO MASTER
44089 NON-IO MASTER
85029 NON-IO MASTER
44215 NON-IO MASTER
30039 NON-IO MASTER
30173 NON-IO MASTER
84065 NON-IO MASTER
47710 NON-IO MASTER
37917 NON-IO MASTER
27560 NON-IO MASTER
78723 NON-IO MASTER
45212 NON-IO EMC
45619 NON-IO MASTER
29673 NON-IO MASTER
11520 NON-IO MASTER
45212 NON-IO MASTER
42001 NON-IO MASTER
46805 NON-IO MASTER
55124 NON-IO MASTER
28052 NON-IO MASTER
89148 NON-IO EMC
89148 NON-IO MASTER
27101 NON-IO MASTER
37923 NON-IO MASTER
29588 NON-IO EMC
15216 NON-IO MASTER
48221 NON-IO MASTER
22407 NON-IO MASTER
27614 NON-IO MASTER
44870 NON-IO MASTER
77095 NON-IO MASTER
33126 NON-IO MASTER
22407 NON-IO EMC
72002 NON-IO MASTER
30044 NON-IO MASTER
32503 NON-IO MASTER
33023 NON-IO MASTER
33860 NON-IO MASTER
75180 NON-IO MASTER
33624 NON-IO MASTER
28079 NON-IO EMC
77086 5 YEARS MASTER
89015 NON-IO MASTER
33179 5 YEARS MASTER
77009 NON-IO MASTER
77449 NON-IO MASTER
48204 NON-IO MASTER
28079 NON-IO MASTER
60459 NON-IO MASTER
24572 NON-IO MASTER
30310 NON-IO EMC
75801 NON-IO EMC
31721 NON-IO MASTER
30646 NON-IO MASTER
11553 NON-IO MASTER
86401 NON-IO MASTER
16354 NON-IO MASTER
11553 NON-IO EMC
48329 NON-IO MASTER
45342 NON-IO EMC
42743 NON-IO MASTER
15368 NON-IO MASTER
28216 NON-IO MASTER
48203 NON-IO MASTER
40505 NON-IO MASTER
80210 NON-IO MASTER
60425 NON-IO MASTER
63114 NON-IO MASTER
33619 NON-IO MASTER
34984 5 YEARS MASTER
77061 NON-IO MASTER
60139 NON-IO MASTER
47362 NON-IO EMC
93647 NON-IO MASTER
47362 NON-IO MASTER
29579 NON-IO MASTER
30286 NON-IO EMC
30286 NON-IO MASTER
46222 NON-IO MASTER
44870 NON-IO MASTER
28804 NON-IO MASTER
21122 NON-IO MASTER
80239 NON-IO MASTER
38122 NON-IO MASTER
45840 NON-IO MASTER
98270 NON-IO EMC
98520 NON-IO MASTER
60016 NON-IO MASTER
11221 NON-IO MASTER
22407 NON-IO MASTER
30066 NON-IO MASTER
48221 7 YEARS EMC
27610 NON-IO MASTER
11234 NON-IO MASTER
77024 NON-IO MASTER
77084 NON-IO EMC
18018 NON-IO MASTER
21403 NON-IO MASTER
21403 NON-IO EMC
44709 NON-IO EMC
27502 NON-IO MASTER
37415 NON-IO MASTER
44095 NON-IO MASTER
41073 NON-IO MASTER
29687 NON-IO MASTER
42141 NON-IO MASTER
92344 5 YEARS MASTER
94801 NON-IO EMC
30084 NON-IO MASTER
89108 NON-IO MASTER
95677 NON-IO MASTER
72120 NON-IO MASTER
77062 NON-IO MASTER
73008 NON-IO EMC
24551 NON-IO MASTER
77082 NON-IO EMC
77082 NON-IO MASTER
22553 NON-IO MASTER
7108 NON-IO EMC
6513 NON-IO MASTER
89110 NON-IO MASTER
81001 NON-IO EMC
81001 NON-IO MASTER
74953 NON-IO MASTER
7871 NON-IO MASTER
30016 NON-IO MASTER
15235 7 YEARS MASTER
41129 NON-IO MASTER
48235 NON-IO MASTER
43026 NON-IO MASTER
47648 NON-IO MASTER
88001 NON-IO MASTER
75028 NON-IO MASTER
37216 NON-IO MASTER
94801 5 YEARS MASTER
34748 NON-IO MASTER
33563 NON-IO MASTER
92376 NON-IO EMC
74133 NON-IO EMC
30041 NON-IO MASTER
8514 NON-IO MASTER
28212 NON-IO EMC
73107 NON-IO MASTER
48238 NON-IO MASTER
11367 NON-IO MASTER
46123 NON-IO EMC
88046 NON-IO MASTER
79928 NON-IO MASTER
19074 NON-IO MASTER
23222 NON-IO EMC
30076 NON-IO MASTER
43609 NON-IO MASTER
7002 NON-IO MASTER
42701 NON-IO MASTER
27534 NON-IO MASTER
95203 NON-IO EMC
11756 NON-IO MASTER
93906 NON-IO EMC
37764 NON-IO MASTER
77554 NON-IO MASTER
79007 NON-IO MASTER
33624 NON-IO EMC
98632 NON-IO EMC
28277 NON-IO MASTER
98632 NON-IO MASTER
63118 NON-IO MASTER
20784 NON-IO MASTER
76664 NON-IO MASTER
89103 NON-IO MASTER
33624 NON-IO MASTER
33782 NON-IO MASTER
44067 NON-IO MASTER
44012 NON-IO MASTER
79904 NON-IO MASTER
78063 NON-IO MASTER
33993 NON-IO MASTER
45014 NON-IO MASTER
28212 NON-IO MASTER
64503 NON-IO MASTER
21133 NON-IO MASTER
97045 NON-IO MASTER
30043 5 YEARS MASTER
78233 NON-IO MASTER
47630 NON-IO EMC
77014 NON-IO EMC
47630 NON-IO MASTER
47807 NON-IO EMC
93720 NON-IO MASTER
62218 NON-IO MASTER
90604 NON-IO MASTER
32505 NON-IO EMC
37010 NON-IO MASTER
47111 NON-IO MASTER
75252 NON-IO MASTER
8060 5 YEARS MASTER
37821 NON-IO MASTER
22642 NON-IO MASTER
30224 NON-IO MASTER
78758 NON-IO EMC
77036 NON-IO MASTER
43219 NON-IO MASTER
30102 NON-IO MASTER
63132 NON-IO MASTER
79415 NON-IO MASTER
48223 NON-IO MASTER
27597 NON-IO MASTER
29566 NON-IO MASTER
34473 NON-IO MASTER
42104 NON-IO MASTER
84010 NON-IO MASTER
92376 NON-IO MASTER
75052 NON-IO MASTER
85228 NON-IO MASTER
95203 5 YEARS MASTER
98270 NON-IO MASTER
24517 NON-IO MASTER
27048 NON-IO MASTER
15417 NON-IO EMC
73160 NON-IO MASTER
77013 NON-IO MASTER
74337 NON-IO MASTER
75137 NON-IO EMC
91790 NON-IO EMC
47371 NON-IO MASTER
63857 NON-IO MASTER
75071 NON-IO MASTER
46123 NON-IO MASTER
42134 NON-IO EMC
29414 NON-IO EMC
29414 NON-IO MASTER
90222 NON-IO MASTER
60435 NON-IO MASTER
60639 NON-IO MASTER
63129 NON-IO MASTER
64030 NON-IO MASTER
73108 NON-IO MASTER
44704 NON-IO EMC
30040 NON-IO EMC
71671 NON-IO MASTER
64735 NON-IO MASTER
79938 NON-IO MASTER
77033 NON-IO MASTER
76135 NON-IO MASTER
11530 NON-IO EMC
85302 NON-IO MASTER
11040 NON-IO MASTER
77053 NON-IO MASTER
30741 NON-IO MASTER
80013 NON-IO MASTER
29860 NON-IO MASTER
75137 NON-IO MASTER
45214 NON-IO EMC
20832 NON-IO MASTER
48227 NON-IO MASTER
60453 NON-IO MASTER
73119 NON-IO EMC
78239 NON-IO MASTER
33063 NON-IO MASTER
21225 NON-IO MASTER
21225 NON-IO EMC
73110 NON-IO EMC
63116 NON-IO MASTER
27107 NON-IO MASTER
77437 NON-IO MASTER
93543 5 YEARS MASTER
73112 NON-IO EMC
18017 NON-IO MASTER
28643 NON-IO MASTER
28532 NON-IO MASTER
32818 NON-IO MASTER
77586 NON-IO MASTER
60620 NON-IO EMC
75081 NON-IO MASTER
30183 10 YEARS MASTER
31405 NON-IO MASTER
48228 NON-IO MASTER
80126 NON-IO EMC
93906 NON-IO MASTER
48035 NON-IO MASTER
92882 NON-IO EMC
30288 NON-IO EMC
63135 NON-IO MASTER
23224 NON-IO MASTER
43906 NON-IO EMC
76306 NON-IO MASTER
28227 NON-IO MASTER
28472 NON-IO MASTER
30213 NON-IO EMC
28277 NON-IO MASTER
30213 NON-IO MASTER
77082 NON-IO MASTER
22655 NON-IO MASTER
45207 NON-IO EMC
15601 NON-IO MASTER
28306 NON-IO MASTER
60605 5 YEARS MASTER
28715 NON-IO MASTER
23432 NON-IO MASTER
47909 NON-IO MASTER
78109 NON-IO EMC
73401 NON-IO MASTER
66007 NON-IO MASTER
95820 NON-IO MASTER
95340 NON-IO MASTER
30114 NON-IO MASTER
95340 NON-IO EMC
76354 NON-IO MASTER
76690 NON-IO MASTER
62060 NON-IO MASTER
89104 5 YEARS MASTER
22192 NON-IO EMC
78109 NON-IO MASTER
77469 NON-IO MASTER
21218 NON-IO MASTER
93635 5 YEARS MASTER
37066 NON-IO MASTER
32736 NON-IO MASTER
89081 NON-IO MASTER
40299 NON-IO MASTER
47374 NON-IO MASTER
7111 NON-IO MASTER
27265 NON-IO MASTER
85023 NON-IO MASTER
70665 NON-IO EMC
20623 NON-IO MASTER
19143 NON-IO MASTER
41033 NON-IO MASTER
29223 NON-IO MASTER
29365 NON-IO MASTER
43620 NON-IO MASTER
63138 NON-IO MASTER
45211 NON-IO EMC
44133 NON-IO MASTER
45211 NON-IO MASTER
15147 NON-IO MASTER
20902 NON-IO MASTER
15410 NON-IO MASTER
20902 NON-IO EMC
45230 NON-IO EMC
23860 NON-IO MASTER
31088 NON-IO MASTER
60002 NON-IO MASTER
45230 NON-IO MASTER
42101 NON-IO MASTER
40352 NON-IO MASTER
89117 NON-IO MASTER
33624 NON-IO MASTER
95212 NON-IO MASTER
38305 NON-IO EMC
28215 NON-IO MASTER
27617 NON-IO MASTER
22192 5 YEARS MASTER
34772 NON-IO MASTER
45418 NON-IO MASTER
20744 NON-IO MASTER
77064 NON-IO MASTER
80221 NON-IO EMC
28676 NON-IO MASTER
80221 NON-IO MASTER
48820 NON-IO MASTER
44112 NON-IO MASTER
30318 5 YEARS MASTER
44512 NON-IO MASTER
30004 NON-IO MASTER
89029 5 YEARS MASTER
75137 NON-IO MASTER
78250 NON-IO EMC
98662 NON-IO MASTER
65355 NON-IO MASTER
16121 NON-IO MASTER
64124 NON-IO MASTER
78250 NON-IO MASTER
78745 NON-IO MASTER
78249 NON-IO EMC
45822 NON-IO EMC
79936 NON-IO MASTER
64850 NON-IO MASTER
16160 NON-IO MASTER
72120 NON-IO MASTER
97022 NON-IO MASTER
88001 NON-IO MASTER
60651 NON-IO EMC
72023 NON-IO MASTER
78612 NON-IO MASTER
78026 NON-IO MASTER
20667 7 YEARS MASTER
47022 NON-IO MASTER
29532 NON-IO MASTER
45011 NON-IO MASTER
67209 NON-IO MASTER
23324 NON-IO MASTER
77396 NON-IO MASTER
43123 NON-IO MASTER
76302 NON-IO MASTER
77547 NON-IO EMC
77081 NON-IO EMC
77389 NON-IO EMC
33647 NON-IO EMC
8051 NON-IO MASTER
77035 NON-IO MASTER
62343 NON-IO MASTER
30310 NON-IO MASTER
43613 NON-IO MASTER
45503 5 YEARS MASTER
30281 NON-IO MASTER
43613 NON-IO MASTER
92407 5 YEARS MASTER
95023 NON-IO MASTER
43605 NON-IO MASTER
31804 NON-IO MASTER
89117 NON-IO MASTER
77072 NON-IO MASTER
46237 NON-IO EMC
43605 NON-IO MASTER
98661 NON-IO MASTER
91343 5 YEARS MASTER
63134 NON-IO MASTER
89506 5 YEARS EMC
46366 NON-IO EMC
27909 NON-IO EMC
39339 NON-IO EMC
85345 5 YEARS EMC
39208 NON-IO EMC
89060 NON-IO EMC
48439 NON-IO EMC
43213 NON-IO EMC
49503 NON-IO EMC
60612 NON-IO EMC
91204 NON-IO EMC
94565 NON-IO EMC
38863 NON-IO EMC
20136 10 YEARS EMC
33905 NON-IO EMC
43605 NON-IO EMC
19057 NON-IO EMC
30607 NON-IO EMC
22554 NON-IO EMC
32796 NON-IO EMC
92557 NON-IO EMC
32195 NON-IO MASTER
89123 5 YEARS EMC
90221 NON-IO MASTER
93534 NON-IO MASTER
95209 NON-IO MASTER
32713 NON-IO MASTER
90732 NON-IO MASTER
92395 NON-IO MASTER
85228 NON-IO MASTER
33594 NON-IO MASTER
96793 NON-IO EMC
94591 5 YEARS EMC
93312 NON-IO EMC
91605 NON-IO MASTER
32796 NON-IO MASTER
89131 NON-IO EMC
95035 NON-IO EMC
91706 NON-IO EMC
97267 NON-IO MASTER
92865 NON-IO EMC
92691 NON-IO EMC
89145 NON-IO MASTER
90061 NON-IO MASTER
92392 NON-IO EMC
91384 NON-IO MASTER
92508 NON-IO EMC
91801 5 YEARS MASTER
85303 5 YEARS MASTER
33569 NON-IO MASTER
97045 NON-IO EMC
96706 NON-IO EMC
33012 NON-IO MASTER
94533 NON-IO EMC
94541 NON-IO EMC
89015 NON-IO EMC
91604 NON-IO MASTER
46404 NON-IO EMC
93551 NON-IO EMC
92505 NON-IO EMC
32810 NON-IO EMC
32725 NON-IO EMC
92308 NON-IO MASTER
90047 NON-IO EMC
33180 NON-IO EMC
93704 NON-IO MASTER
91206 NON-IO EMC
95206 NON-IO EMC
85602 NON-IO EMC
85326 NON-IO EMC
33162 NON-IO MASTER
87410 5 YEARS EMC
95823 NON-IO EMC
89030 NON-IO EMC
91722 NON-IO EMC
91746 NON-IO EMC
96019 NON-IO MASTER
32825 NON-IO MASTER
90813 NON-IO EMC
33020 NON-IO MASTER
87105 NON-IO EMC
33912 NON-IO EMC
33612 NON-IO EMC
94558 NON-IO EMC
33810 5 YEARS MASTER
32053 NON-IO MASTER
89121 5 YEARS EMC
93536 NON-IO MASTER
93630 5 YEARS EMC
90638 5 YEARS EMC
89108 NON-IO MASTER
91321 NON-IO EMC
92840 NON-IO MASTER
91977 NON-IO MASTER
91324 NON-IO EMC
92311 NON-IO MASTER
90802 NON-IO EMC
94591 NON-IO MASTER
85303 NON-IO MASTER
89122 NON-IO MASTER
93041 NON-IO EMC
92694 NON-IO EMC
80621 NON-IO EMC
90044 NON-IO EMC
92345 NON-IO MASTER
85713 NON-IO EMC
89031 NON-IO EMC
87121 NON-IO EMC
89178 5 YEARS EMC
80537 5 YEARS EMC
29440 NON-IO EMC
93638 NON-IO EMC
85710 NON-IO EMC
88061 NON-IO EMC
34491 NON-IO EMC
85301 NON-IO MASTER
54562 NON-IO EMC
87401 NON-IO EMC
96749 NON-IO EMC
89014 5 YEARS EMC
33068 5 YEARS MASTER
89406 NON-IO EMC
91206 NON-IO EMC
33193 NON-IO EMC
89102 NON-IO EMC
89052 NON-IO MASTER
93306 NON-IO EMC
97030 NON-IO MASTER
33169 NON-IO MASTER
96744 NON-IO MASTER
90037 NON-IO EMC
89015 NON-IO EMC
33991 NON-IO MASTER
91722 NON-IO MASTER
90706 NON-IO EMC
92570 NON-IO MASTER
89107 NON-IO EMC
92545 NON-IO EMC
90044 5 YEARS EMC
95020 NON-IO EMC
94577 NON-IO MASTER
89130 5 YEARS EMC
90680 NON-IO MASTER
86406 NON-IO EMC
85746 NON-IO MASTER
89005 NON-IO EMC
91730 NON-IO MASTER
85302 NON-IO MASTER
85706 NON-IO EMC
91343 5 YEARS EMC
93035 5 YEARS EMC
92243 NON-IO MASTER
91321 5 YEARS EMC
89147 NON-IO MASTER
93223 NON-IO MASTER
89122 NON-IO MASTER
89108 5 YEARS MASTER
91344 5 YEARS EMC
90805 NON-IO EMC
85616 NON-IO MASTER
89030 NON-IO EMC
33647 NON-IO MASTER
87121 NON-IO MASTER
87121 NON-IO MASTER
91722 NON-IO MASTER
94565 NON-IO MASTER
85249 NON-IO MASTER
92612 5 YEARS MASTER
93535 NON-IO EMC
92363 NON-IO MASTER
34473 NON-IO MASTER
85249 NON-IO MASTER
85035 NON-IO MASTER
92591 NON-IO EMC
85219 NON-IO MASTER
63120 NON-IO EMC
32953 NON-IO MASTER
92220 NON-IO EMC
85303 NON-IO MASTER
34759 NON-IO EMC
92530 5 YEARS EMC
92503 5 YEARS EMC
90018 5 YEARS MASTER
92880 NON-IO EMC
85273 NON-IO MASTER
34786 NON-IO EMC
92530 NON-IO MASTER
94531 NON-IO EMC
85746 NON-IO EMC
89031 NON-IO MASTER
64015 NON-IO MASTER
80219 NON-IO MASTER
87114 5 YEARS MASTER
93536 NON-IO EMC
94531 NON-IO EMC
86404 NON-IO EMC
85223 5 YEARS MASTER
31539 NON-IO MASTER
96150 NON-IO EMC
85706 NON-IO EMC
91104 NON-IO MASTER
90040 NON-IO MASTER
93727 NON-IO EMC
90650 NON-IO MASTER
90712 5 YEARS EMC
93552 5 YEARS MASTER
91406 5 YEARS MASTER
90638 NON-IO MASTER
89015 NON-IO MASTER
85741 NON-IO MASTER
85033 NON-IO EMC
93030 NON-IO MASTER
93535 NON-IO MASTER
91910 NON-IO MASTER
85053 5 YEARS MASTER
92374 NON-IO MASTER
89015 NON-IO MASTER
94040 5 YEARS MASTER
94518 5 YEARS EMC
32807 5 YEARS MASTER
80911 NON-IO MASTER
92324 NON-IO MASTER
92345 NON-IO MASTER
85706 NON-IO MASTER
90806 5 YEARS MASTER
32738 NON-IO EMC
92335 NON-IO MASTER
89031 NON-IO EMC
87144 NON-IO MASTER
32907 NON-IO MASTER
94558 NON-IO MASTER
89147 5 YEARS MASTER
85268 NON-IO MASTER
90061 NON-IO MASTER
91762 NON-IO MASTER
89110 NON-IO MASTER
85641 5 YEARS MASTER
85014 NON-IO EMC
92530 NON-IO MASTER
91710 NON-IO MASTER
91761 NON-IO MASTER
92405 NON-IO MASTER
33801 NON-IO MASTER
33569 NON-IO MASTER
90670 NON-IO EMC
89107 NON-IO MASTER
89030 NON-IO MASTER
92501 NON-IO MASTER
90044 NON-IO MASTER
85745 NON-IO MASTER
33019 NON-IO MASTER
93280 NON-IO MASTER
85051 5 YEARS MASTER
92405 NON-IO EMC
32837 5 YEARS MASTER
92336 5 YEARS MASTER
32725 NON-IO EMC
91791 NON-IO MASTER
85339 5 YEARS MASTER
85040 NON-IO MASTER
92201 NON-IO MASTER
33993 NON-IO MASTER
34746 NON-IO MASTER
93212 NON-IO MASTER
94124 NON-IO MASTER
89031 NON-IO MASTER
87144 5 YEARS MASTER
95828 NON-IO MASTER
92345 5 YEARS MASTER
32809 5 YEARS MASTER
92308 NON-IO MASTER
96706 NON-IO MASTER
93033 5 YEARS MASTER
94544 5 YEARS MASTER
89436 NON-IO MASTER
33021 NON-IO MASTER
32808 NON-IO MASTER
33033 NON-IO EMC
34743 NON-IO MASTER
89129 NON-IO EMC
94621 NON-IO MASTER
91762 NON-IO MASTER
95122 NON-IO EMC
94607 NON-IO EMC
92346 NON-IO EMC
92596 NON-IO EMC
85035 NON-IO MASTER
93536 5 YEARS MASTER
85713 NON-IO MASTER
85282 NON-IO MASTER
91752 NON-IO MASTER
92307 NON-IO MASTER
91977 NON-IO MASTER
85383 NON-IO EMC
89031 NON-IO MASTER
87507 NON-IO EMC
85363 NON-IO MASTER
33511 NON-IO MASTER
90240 NON-IO MASTER
85746 NON-IO EMC
92563 NON-IO MASTER
92505 NON-IO EMC
90250 NON-IO EMC
89103 NON-IO MASTER
34743 5 YEARS EMC
89107 NON-IO MASTER
92102 NON-IO EMC
92677 NON-IO MASTER
32810 NON-IO MASTER
91351 NON-IO EMC
90620 NON-IO EMC
91790 5 YEARS MASTER
92325 NON-IO MASTER
16102 NON-IO MASTER
32404 NON-IO EMC
71106 NON-IO EMC
46217 NON-IO MASTER
32277 NON-IO EMC
37924 NON-IO EMC
33411 NON-IO EMC
33411 5 YEARS MASTER
32763 NON-IO EMC
32763 5 YEARS MASTER
23608 NON-IO MASTER
48066 NON-IO MASTER
33805 NON-IO MASTER
48091 NON-IO MASTER
80004 NON-IO MASTER
64063 NON-IO MASTER
98375 5 YEARS MASTER
40217 NON-IO EMC
95209 NON-IO MASTER
52001 NON-IO MASTER
32818 NON-IO MASTER
98858 NON-IO EMC
98858 NON-IO MASTER
48414 NON-IO MASTER
95249 NON-IO MASTER
97038 NON-IO MASTER
21217 NON-IO EMC
21217 5 YEARS MASTER
93657 NON-IO MASTER
65536 NON-IO MASTER
37013 NON-IO EMC
8244 NON-IO MASTER
37013 NON-IO MASTER
92325 NON-IO MASTER
23703 NON-IO MASTER
37167 NON-IO EMC
30291 NON-IO MASTER
95361 NON-IO MASTER
37620 NON-IO EMC
37620 NON-IO MASTER
37167 NON-IO MASTER
63366 NON-IO MASTER
63901 NON-IO MASTER
93204 NON-IO EMC
93204 NON-IO MASTER
33411 NON-IO EMC
11726 NON-IO EMC
92411 NON-IO EMC
98642 NON-IO EMC
97420 NON-IO EMC
71655 NON-IO EMC
99208 5 YEARS EMC
92405 NON-IO EMC
48225 NON-IO EMC
29732 NON-IO EMC
30360 NON-IO EMC
21601 NON-IO EMC
27106 NON-IO EMC
53142 NON-IO EMC
30316 NON-IO EMC
33617 NON-IO EMC
46157 NON-IO MASTER
15376 5 YEARS EMC
46235 5 YEARS EMC
46218 NON-IO MASTER
16156 NON-IO MASTER
43028 NON-IO EMC
33405 5 YEARS EMC
43160 NON-IO MASTER
67060 NON-IO EMC
33617 NON-IO MASTER
44203 NON-IO EMC
43229 NON-IO EMC
40272 NON-IO EMC
40272 NON-IO MASTER
37820 5 YEARS MASTER
32218 NON-IO EMC
32218 NON-IO MASTER
42541 NON-IO EMC
33881 NON-IO MASTER
44857 NON-IO EMC
33617 NON-IO EMC
32822 NON-IO EMC
32065 5 YEARS EMC
61542 NON-IO EMC
30016 5 YEARS MASTER
30180 NON-IO EMC
30180 5 YEARS MASTER
30145 5 YEARS MASTER
28269 5 YEARS MASTER
28269 NON-IO MASTER
30127 5 YEARS MASTER
30168 5 YEARS MASTER
30141 NON-IO EMC
30141 5 YEARS MASTER
30252 5 YEARS MASTER
30291 5 YEARS MASTER
30253 NON-IO EMC
30253 5 YEARS MASTER
30114 NON-IO EMC
30114 5 YEARS MASTER
30213 5 YEARS MASTER
30252 5 YEARS MASTER
30274 NON-IO MASTER
30507 NON-IO MASTER
30179 5 YEARS MASTER
30135 5 YEARS MASTER
30331 5 YEARS MASTER
30135 5 YEARS EMC
30106 5 YEARS MASTER
30011 5 YEARS MASTER
30039 5 YEARS MASTER
30115 5 YEARS MASTER
30115 NON-IO EMC
30228 5 YEARS MASTER
98014 2 YEARS EMC
27104 NON-IO EMC
33972 10 YEARS EMC
23690 NON-IO EMC
92883 NON-IO MASTER
2302 NON-IO EMC
2150 NON-IO EMC
2122 NON-IO MASTER
44121 NON-IO EMC
44106 NON-IO MASTER
45123 NON-IO MASTER
44077 NON-IO EMC
44109 NON-IO MASTER
44507 NON-IO EMC
44125 NON-IO EMC
44125 NON-IO MASTER
45214 NON-IO MASTER
45230 NON-IO MASTER
44105 NON-IO MASTER
44149 NON-IO MASTER
44104 NON-IO MASTER
44118 NON-IO MASTER
44691 NON-IO MASTER
44118 NON-IO MASTER
44320 NON-IO MASTER
44502 NON-IO MASTER
44120 NON-IO MASTER
44301 NON-IO MASTER
44112 NON-IO MASTER
44108 NON-IO MASTER
48034 NON-IO EMC
44310 NON-IO MASTER
45365 NON-IO EMC
44110 NON-IO MASTER
44102 NON-IO MASTER
44509 NON-IO MASTER
44128 NON-IO MASTER
21085 NON-IO MASTER
21084 5 YEARS EMC
20002 NON-IO EMC
20002 5 YEARS MASTER
20018 5 YEARS MASTER
20772 5 YEARS MASTER
21214 NON-IO MASTER
20744 NON-IO EMC
20744 5 YEARS MASTER
21206 5 YEARS MASTER
32714 NON-IO MASTER
17368 NON-IO MASTER
21666 NON-IO MASTER
20784 NON-IO MASTER
33914 NON-IO MASTER
23669 NON-IO MASTER
20772 NON-IO MASTER
20744 NON-IO MASTER
20705 5 YEARS EMC
21227 NON-IO EMC
21227 5 YEARS MASTER
22663 NON-IO MASTER
21875 NON-IO MASTER
21623 5 YEARS EMC
21205 NON-IO MASTER
20746 NON-IO EMC
20746 NON-IO MASTER
21133 NON-IO MASTER
21224 NON-IO MASTER
20706 NON-IO MASTER
21409 NON-IO MASTER
21225 NON-IO EMC
77566 NON-IO MASTER
77515 NON-IO MASTER
77099 NON-IO EMC
77547 NON-IO MASTER
77084 NON-IO MASTER
77042 NON-IO EMC
77042 NON-IO MASTER
72022 NON-IO MASTER
76086 NON-IO MASTER
77054 NON-IO EMC
77054 NON-IO MASTER
77355 NON-IO MASTER
77066 NON-IO EMC
77066 NON-IO MASTER
77045 NON-IO MASTER
78046 NON-IO MASTER
77083 NON-IO MASTER
75904 NON-IO MASTER
77017 NON-IO MASTER
77474 NON-IO MASTER
77489 NON-IO MASTER
77053 NON-IO EMC
77087 NON-IO EMC
77087 NON-IO MASTER
76704 NON-IO MASTER
79364 NON-IO MASTER
77057 NON-IO MASTER
77053 NON-IO MASTER
85705 NON-IO EMC
85310 NON-IO EMC
85323 NON-IO EMC
85714 NON-IO EMC
32725 NON-IO EMC
32703 NON-IO EMC
33175 NON-IO EMC
32817 NON-IO EMC
33936 NON-IO EMC
33782 NON-IO EMC
32776 NON-IO MASTER
34684 NON-IO MASTER
33187 NON-IO EMC
33187 5 YEARS MASTER
33175 NON-IO MASTER
33178 NON-IO MASTER
33139 NON-IO MASTER
33142 NON-IO MASTER
33023 NON-IO MASTER
33401 NON-IO EMC
33025 NON-IO MASTER
33186 NON-IO MASTER
33177 NON-IO EMC
33177 NON-IO MASTER
32835 NON-IO EMC
32835 NON-IO MASTER
33175 NON-IO MASTER
33160 NON-IO MASTER
33169 NON-IO EMC
33162 NON-IO MASTER
33165 NON-IO EMC
33165 NON-IO MASTER
33311 NON-IO MASTER
33157 NON-IO EMC
33157 NON-IO MASTER
33009 NON-IO MASTER
33710 NON-IO MASTER
34690 NON-IO MASTER
33441 5 YEARS MASTER
34758 NON-IO MASTER
32835 NON-IO EMC
32835 NON-IO MASTER
33993 NON-IO MASTER
33165 NON-IO MASTER
33936 NON-IO EMC
33936 5 YEARS MASTER
33010 NON-IO EMC
33010 NON-IO MASTER
33157 5 YEARS EMC
46205 NON-IO MASTER
33056 NON-IO MASTER
34758 NON-IO EMC
34758 5 YEARS MASTER
32703 NON-IO EMC
32703 5 YEARS MASTER
33401 NON-IO MASTER
34606 NON-IO EMC
33142 NON-IO MASTER
34606 NON-IO MASTER
32311 NON-IO MASTER
33144 5 YEARS MASTER
33155 NON-IO MASTER
34758 NON-IO EMC
33167 NON-IO MASTER
32131 NON-IO MASTER
34758 5 YEARS MASTER
32839 5 YEARS MASTER
30349 NON-IO MASTER
31907 NON-IO MASTER
33178 NON-IO MASTER
32829 NON-IO MASTER
33021 NON-IO EMC
33021 5 YEARS MASTER
33023 NON-IO MASTER
28215 NON-IO MASTER
33311 NON-IO EMC
33311 NON-IO MASTER
34473 NON-IO MASTER
30354 NON-IO MASTER
31093 NON-IO MASTER
33016 NON-IO MASTER
33181 NON-IO EMC
33181 5 YEARS MASTER
33023 NON-IO MASTER
33138 NON-IO MASTER
30032 NON-IO MASTER
33178 NON-IO EMC
33328 NON-IO MASTER
33178 NON-IO MASTER
30311 NON-IO MASTER
33334 NON-IO EMC
33334 5 YEARS MASTER
33334 NON-IO EMC
33334 5 YEARS MASTER
33141 5 YEARS EMC
33024 NON-IO MASTER
33012 NON-IO MASTER
72202 NON-IO EMC
32750 NON-IO EMC
32750 NON-IO MASTER
30206 5 YEARS MASTER
33020 NON-IO MASTER
30310 NON-IO MASTER
33127 NON-IO MASTER
27106 NON-IO MASTER
27106 NON-IO MASTER
33301 NON-IO MASTER
33054 NON-IO MASTER
33147 NON-IO MASTER
33168 NON-IO MASTER
34986 NON-IO MASTER
55068 NON-IO MASTER
55421 NON-IO MASTER
55346 NON-IO MASTER
55434 NON-IO MASTER
53032 NON-IO MASTER
56401 NON-IO MASTER
56007 5 YEARS MASTER
55124 NON-IO MASTER
55335 NON-IO MASTER
55427 NON-IO MASTER
55104 NON-IO MASTER
55775 NON-IO MASTER
53212 NON-IO MASTER
55101 NON-IO MASTER
55912 NON-IO EMC
64429 NON-IO MASTER
64720 NON-IO MASTER
66016 NON-IO MASTER
32259 NON-IO MASTER
66048 NON-IO MASTER
66048 NON-IO MASTER
84651 NON-IO MASTER
48910 5 YEARS MASTER
48224 NON-IO MASTER
48910 NON-IO MASTER
98270 5 YEARS MASTER
98203 5 YEARS MASTER
60410 NON-IO MASTER
92882 NON-IO MASTER
92345 NON-IO MASTER
92325 NON-IO MASTER
80538 NON-IO MASTER
92405 NON-IO MASTER
92407 NON-IO MASTER
91344 NON-IO MASTER
92377 NON-IO MASTER
91767 NON-IO MASTER
92591 NON-IO MASTER
92307 NON-IO MASTER
92879 NON-IO MASTER
92376 NON-IO MASTER
90047 NON-IO MASTER
92316 NON-IO MASTER
92324 NON-IO MASTER
92337 NON-IO MASTER
92223 NON-IO MASTER
98604 NON-IO MASTER
15106 NON-IO MASTER
15057 NON-IO EMC
15057 NON-IO MASTER
19050 NON-IO MASTER
15010 NON-IO MASTER
15108 NON-IO MASTER
19518 5 YEARS MASTER
19143 NON-IO EMC
16146 NON-IO MASTER
15147 NON-IO EMC
15147 5 YEARS MASTER
19120 NON-IO MASTER
44833 NON-IO MASTER
19030 NON-IO MASTER
19119 NON-IO MASTER
8361 NON-IO MASTER
19138 NON-IO MASTER
18704 NON-IO MASTER
16157 NON-IO EMC
19138 NON-IO MASTER
19023 NON-IO EMC
19023 NON-IO MASTER
19135 NON-IO MASTER
8731 NON-IO MASTER
19131 NON-IO MASTER
16301 NON-IO MASTER
15120 NON-IO MASTER
17846 NON-IO MASTER
19134 NON-IO MASTER
18352 NON-IO MASTER
19061 NON-IO MASTER
15216 NON-IO MASTER
19124 NON-IO MASTER
19047 NON-IO MASTER
18466 NON-IO MASTER
19406 NON-IO MASTER
15218 NON-IO MASTER
43938 NON-IO MASTER
43938 NON-IO MASTER
19150 NON-IO EMC
19124 NON-IO MASTER
19150 5 YEARS MASTER
22041 NON-IO MASTER
19130 NON-IO EMC
19132 NON-IO MASTER
15012 NON-IO MASTER
16354 NON-IO MASTER
15204 NON-IO MASTER
19145 NON-IO MASTER
19143 NON-IO MASTER
19121 NON-IO MASTER
19604 NON-IO EMC
15110 NON-IO EMC
21213 NON-IO MASTER
15210 NON-IO MASTER
19143 NON-IO MASTER
16121 NON-IO MASTER
15425 NON-IO MASTER
11413 NON-IO MASTER
19454 NON-IO MASTER
19023 NON-IO EMC
4901 NON-IO EMC
4901 NON-IO MASTER
19143 NON-IO MASTER
19153 NON-IO MASTER
15401 NON-IO MASTER
32605 NON-IO MASTER
20706 NON-IO MASTER
15701 NON-IO MASTER
19154 NON-IO MASTER
15044 NON-IO MASTER
15642 NON-IO MASTER
15110 NON-IO MASTER
15212 NON-IO MASTER
16625 NON-IO MASTER
15367 NON-IO EMC
15367 NON-IO EMC
15312 NON-IO MASTER
19134 NON-IO MASTER
19139 NON-IO MASTER
19139 NON-IO MASTER
33813 NON-IO MASTER
11420 NON-IO MASTER
15668 NON-IO EMC
15668 NON-IO MASTER
15622 NON-IO MASTER
18812 NON-IO MASTER
18634 NON-IO MASTER
15501 NON-IO EMC
15501 NON-IO MASTER
15212 NON-IO MASTER
19135 NON-IO MASTER
19020 NON-IO MASTER
15068 NON-IO EMC
15210 NON-IO MASTER
15068 NON-IO MASTER
19446 NON-IO MASTER
19154 NON-IO EMC
19154 NON-IO MASTER
19027 NON-IO MASTER
19143 NON-IO EMC
32065 NON-IO MASTER
19464 NON-IO MASTER
19611 NON-IO MASTER
15063 NON-IO MASTER
16503 NON-IO EMC
16511 NON-IO EMC
16137 NON-IO MASTER
21207 NON-IO MASTER
15683 NON-IO MASTER
15468 NON-IO MASTER
15468 NON-IO MASTER
19139 NON-IO MASTER
19136 NON-IO MASTER
33406 5 YEARS MASTER
15037 NON-IO MASTER
43903 NON-IO MASTER
18651 NON-IO EMC
15210 NON-IO MASTER
18252 NON-IO MASTER
16121 NON-IO MASTER
43952 NON-IO EMC
15601 NON-IO MASTER
19036 NON-IO MASTER
18976 NON-IO MASTER
19013 NON-IO MASTER
19143 NON-IO MASTER
19148 NON-IO MASTER
18642 NON-IO MASTER
18655 NON-IO MASTER
14724 NON-IO EMC
8105 NON-IO MASTER
19143 NON-IO EMC
18706 NON-IO MASTER
19140 NON-IO MASTER
8034 NON-IO MASTER
10463 NON-IO EMC
19134 NON-IO MASTER
19055 NON-IO MASTER
19023 NON-IO MASTER
15212 NON-IO MASTER
15205 NON-IO MASTER
19111 NON-IO MASTER
19143 NON-IO EMC
15033 NON-IO MASTER
21201 NON-IO MASTER
21230 NON-IO MASTER
15037 NON-IO EMC
17103 NON-IO MASTER
85364 NON-IO MASTER
85746 NON-IO MASTER
85381 NON-IO MASTER
85225 NON-IO MASTER
85302 NON-IO MASTER
85008 NON-IO MASTER
85338 NON-IO MASTER
85218 NON-IO MASTER
85220 NON-IO MASTER
85031 NON-IO MASTER
85363 NON-IO MASTER
37027 NON-IO MASTER
92555 NON-IO EMC
92082 NON-IO EMC
92082 NON-IO MASTER
45804 5 YEARS EMC
44126 NON-IO MASTER
40078 NON-IO MASTER
44056 NON-IO MASTER
44044 NON-IO MASTER
44095 NON-IO MASTER
44314 NON-IO MASTER
44128 NON-IO MASTER
7017 NON-IO MASTER
92345 NON-IO MASTER
92530 NON-IO EMC
91101 NON-IO EMC
89121 NON-IO EMC
92544 NON-IO EMC
90604 NON-IO EMC
90303 NON-IO EMC
95687 NON-IO EMC
90049 NON-IO EMC
90723 NON-IO EMC
92392 NON-IO EMC
6053 NON-IO EMC
6053 NON-IO MASTER
6320 NON-IO MASTER
6053 NON-IO MASTER
6108 NON-IO MASTER
6511 NON-IO MASTER
6511 NON-IO MASTER
55066 NON-IO MASTER
56601 NON-IO MASTER
45417 NON-IO EMC
91740 NON-IO EMC
91740 NON-IO MASTER
90063 NON-IO EMC
90063 5 YEARS MASTER
90043 NON-IO EMC
90037 NON-IO EMC
90037 5 YEARS MASTER
91724 NON-IO EMC
91724 5 YEARS MASTER
92530 NON-IO EMC
92530 5 YEARS MASTER
93550 NON-IO MASTER
92563 NON-IO MASTER
91730 NON-IO EMC
91730 5 YEARS MASTER
90032 5 YEARS MASTER
92376 NON-IO EMC
92376 5 YEARS MASTER
91750 5 YEARS MASTER
90744 NON-IO EMC
90744 NON-IO MASTER
91331 NON-IO MASTER
91702 5 YEARS MASTER
92336 5 YEARS MASTER
91737 5 YEARS MASTER
92503 NON-IO MASTER
92530 NON-IO EMC
92530 5 YEARS MASTER
90280 NON-IO EMC
90280 5 YEARS MASTER
93722 5 YEARS MASTER
90022 5 YEARS MASTER
91706 NON-IO MASTER
90280 NON-IO MASTER
92506 5 YEARS MASTER
91768 NON-IO MASTER
90220 NON-IO EMC
33983 NON-IO MASTER
90220 5 YEARS MASTER
91746 NON-IO MASTER
90255 5 YEARS MASTER
93536 NON-IO MASTER
91103 NON-IO EMC
91103 5 YEARS MASTER
90305 5 YEARS MASTER
92620 NON-IO MASTER
91731 NON-IO MASTER
93702 NON-IO MASTER
90011 NON-IO MASTER
91744 NON-IO EMC
91744 5 YEARS MASTER
91744 NON-IO MASTER
91710 5 YEARS MASTER
92563 NON-IO EMC
92563 NON-IO MASTER
90302 NON-IO MASTER
90221 5 YEARS MASTER
92509 NON-IO MASTER
90047 NON-IO EMC
90047 5 YEARS MASTER
90001 NON-IO MASTER
92407 NON-IO MASTER
20001 NON-IO MASTER
91786 5 YEARS EMC
90731 NON-IO EMC
90241 NON-IO MASTER
80219 NON-IO MASTER
80903 NON-IO MASTER
85020 NON-IO MASTER
80128 NON-IO MASTER
80916 NON-IO MASTER
64127 NON-IO MASTER
80910 NON-IO MASTER
80910 NON-IO EMC
80910 NON-IO MASTER
64081 NON-IO MASTER
33417 NON-IO MASTER
32931 5 YEARS EMC
60419 NON-IO MASTER
60619 NON-IO MASTER
80808 NON-IO MASTER
80022 NON-IO MASTER
59870 NON-IO EMC
59870 5 YEARS MASTER
59901 NON-IO MASTER
97217 NON-IO MASTER
98532 5 YEARS MASTER
98408 NON-IO EMC
98408 5 YEARS MASTER
98102 NON-IO EMC
98205 5 YEARS MASTER
98102 5 YEARS MASTER
97306 NON-IO MASTER
59901 NON-IO EMC
59901 NON-IO MASTER
99207 5 YEARS MASTER
98373 NON-IO MASTER
97015 NON-IO MASTER
97002 NON-IO MASTER
97303 NON-IO EMC
97303 NON-IO MASTER
30311 NON-IO MASTER
98036 5 YEARS MASTER
32837 5 YEARS MASTER
98133 NON-IO MASTER
97214 NON-IO MASTER
98277 NON-IO MASTER
98682 NON-IO MASTER
59068 NON-IO MASTER
97218 5 YEARS MASTER
87507 NON-IO MASTER
97068 NON-IO MASTER
59870 5 YEARS MASTER
98843 NON-IO MASTER
59901 NON-IO EMC
59901 NON-IO MASTER
98550 NON-IO MASTER
99205 NON-IO MASTER
98027 NON-IO MASTER
98531 NON-IO MASTER
97230 NON-IO MASTER
98092 NON-IO MASTER
97206 NON-IO MASTER
97302 NON-IO MASTER
98038 NON-IO MASTER
99006 NON-IO MASTER
97216 5 YEARS MASTER
97055 NON-IO MASTER
97013 5 YEARS MASTER
97123 NON-IO MASTER
97520 NON-IO MASTER
98155 NON-IO MASTER
98531 NON-IO MASTER
98502 NON-IO EMC
98023 5 YEARS MASTER
98502 5 YEARS MASTER
97206 NON-IO MASTER
97222 NON-IO MASTER
98902 NON-IO MASTER
98418 NON-IO MASTER
60171 NON-IO MASTER
97030 5 YEARS MASTER
97213 NON-IO MASTER
97306 NON-IO MASTER
97011 NON-IO MASTER
98557 NON-IO MASTER
97383 NON-IO MASTER
98532 NON-IO MASTER
98042 NON-IO MASTER
98501 5 YEARS MASTER
97203 NON-IO MASTER
97306 NON-IO MASTER
97055 NON-IO MASTER
97105 NON-IO MASTER
48021 NON-IO MASTER
11200 NON-IO MASTER
11550 NON-IO MASTER
73013 NON-IO EMC
96706 NON-IO EMC
6606 NON-IO EMC
6078 NON-IO EMC
6801 NON-IO EMC
2920 NON-IO EMC
2825 NON-IO EMC
91701 NON-IO EMC
91405 NON-IO EMC
93561 NON-IO EMC
91767 NON-IO EMC
90620 NON-IO EMC
91706 NON-IO MASTER
18355 NON-IO MASTER
48239 NON-IO MASTER
48602 NON-IO MASTER
48223 NON-IO MASTER
48234 NON-IO MASTER
48205 NON-IO MASTER
48228 NON-IO MASTER
48221 NON-IO MASTER
60643 NON-IO MASTER
60616 NON-IO EMC
60616 NON-IO MASTER
60623 5 YEARS EMC
60441 NON-IO MASTER
60409 NON-IO MASTER
60563 NON-IO EMC
39465 NON-IO EMC
60156 NON-IO MASTER
60563 5 YEARS MASTER
60622 NON-IO MASTER
60560 NON-IO EMC
60620 NON-IO EMC
60620 NON-IO MASTER
60099 NON-IO MASTER
60148 NON-IO MASTER
60133 NON-IO EMC
60133 5 YEARS MASTER
60477 NON-IO EMC
60477 5 YEARS MASTER
60090 NON-IO EMC
60090 NON-IO MASTER
60624 NON-IO MASTER
60564 5 YEARS EMC
60565 NON-IO EMC
46322 NON-IO MASTER
60565 NON-IO MASTER
60031 NON-IO MASTER
60626 NON-IO MASTER
60429 NON-IO MASTER
45205 NON-IO MASTER
60624 NON-IO MASTER
60647 NON-IO MASTER
60659 NON-IO MASTER
60636 NON-IO MASTER
60624 NON-IO MASTER
52806 NON-IO MASTER
60107 NON-IO EMC
60107 NON-IO MASTER
60177 NON-IO MASTER
60506 5 YEARS MASTER
60651 NON-IO EMC
60660 NON-IO MASTER
49938 NON-IO MASTER
60115 NON-IO MASTER
60649 NON-IO MASTER
60540 NON-IO MASTER
60435 NON-IO MASTER
60098 NON-IO MASTER
60050 NON-IO MASTER
60002 NON-IO MASTER
34119 NON-IO MASTER
34119 NON-IO MASTER
60004 NON-IO MASTER
60422 NON-IO MASTER
38301 NON-IO MASTER
61802 NON-IO MASTER
60103 NON-IO MASTER
60466 NON-IO MASTER
53209 NON-IO MASTER
60115 NON-IO MASTER
60651 NON-IO MASTER
60538 5 YEARS MASTER
60432 NON-IO MASTER
60538 NON-IO MASTER
60560 5 YEARS MASTER
60016 NON-IO MASTER
60503 NON-IO MASTER
60435 NON-IO MASTER
60611 NON-IO MASTER
60644 NON-IO MASTER
60070 NON-IO EMC
60101 5 YEARS MASTER
60471 NON-IO MASTER
60070 5 YEARS MASTER
60423 5 YEARS MASTER
46534 NON-IO MASTER
61350 NON-IO MASTER
60133 NON-IO MASTER
60647 NON-IO MASTER
60649 NON-IO MASTER
60050 NON-IO MASTER
60007 NON-IO MASTER
60491 NON-IO MASTER
60617 NON-IO MASTER
60014 NON-IO MASTER
60426 NON-IO MASTER
60618 NON-IO MASTER
60432 NON-IO EMC
60432 NON-IO MASTER
60641 NON-IO MASTER
60172 NON-IO MASTER
62040 NON-IO MASTER
60466 NON-IO MASTER
60452 NON-IO MASTER
60609 NON-IO MASTER
61938 NON-IO MASTER
60619 NON-IO MASTER
60436 NON-IO MASTER
60431 NON-IO MASTER
60423 NON-IO MASTER
60409 NON-IO MASTER
60636 NON-IO MASTER
60629 NON-IO MASTER
60187 NON-IO MASTER
60504 NON-IO MASTER
60643 NON-IO MASTER
60409 NON-IO MASTER
60503 NON-IO MASTER
60005 NON-IO MASTER
60619 NON-IO MASTER
60060 5 YEARS MASTER
60461 NON-IO EMC
60461 NON-IO MASTER
60103 NON-IO MASTER
60645 NON-IO EMC
60645 NON-IO MASTER
60471 NON-IO MASTER
60628 NON-IO EMC
60628 5 YEARS MASTER
92563 NON-IO EMC
92563 NON-IO MASTER
80623 NON-IO MASTER
91350 NON-IO MASTER
92503 NON-IO MASTER
92346 NON-IO MASTER
92571 NON-IO MASTER
92392 NON-IO MASTER
92407 NON-IO MASTER
92551 NON-IO MASTER
92307 5 YEARS EMC
92231 NON-IO MASTER
92234 5 YEARS MASTER
92325 NON-IO MASTER
90255 NON-IO MASTER
92553 NON-IO MASTER
91706 NON-IO MASTER
92411 NON-IO MASTER
92336 5 YEARS MASTER
92346 5 YEARS MASTER
92301 NON-IO MASTER
92335 NON-IO MASTER
91709 NON-IO MASTER
92345 NON-IO MASTER
92376 NON-IO MASTER
90220 NON-IO MASTER
92571 NON-IO MASTER
92337 NON-IO MASTER
92336 NON-IO MASTER
92570 NON-IO MASTER
90044 NON-IO EMC
90044 NON-IO MASTER
92860 NON-IO MASTER
92503 NON-IO MASTER
92376 NON-IO MASTER
92870 NON-IO MASTER
85379 NON-IO MASTER
93552 NON-IO MASTER
92407 NON-IO MASTER
90065 NON-IO MASTER
95841 NON-IO MASTER
90003 NON-IO MASTER
97536 NON-IO MASTER
94578 NON-IO MASTER
90806 NON-IO MASTER
92335 NON-IO MASTER
90713 NON-IO EMC
92335 NON-IO MASTER
92407 NON-IO MASTER
93230 NON-IO MASTER
93551 NON-IO MASTER
92392 NON-IO MASTER
95351 NON-IO MASTER
95948 NON-IO MASTER
40228 NON-IO MASTER
85629 NON-IO MASTER
93550 NON-IO MASTER
93534 NON-IO MASTER
92344 NON-IO MASTER
92587 NON-IO MASTER
95206 NON-IO MASTER
95204 NON-IO MASTER
91761 NON-IO MASTER
90810 NON-IO MASTER
89128 5 YEARS MASTER
92410 5 YEARS MASTER
94544 5 YEARS EMC
32714 5 YEARS EMC
33064 5 YEARS MASTER
44822 NON-IO MASTER
21244 NON-IO MASTER
21040 NON-IO MASTER
21863 NON-IO MASTER
21114 NON-IO MASTER
85260 5 YEARS MASTER
65486 NON-IO MASTER
81230 NON-IO EMC
81230 5 YEARS MASTER
8068 NON-IO MASTER
85027 NON-IO EMC
85027 NON-IO MASTER
85008 NON-IO EMC
85008 NON-IO MASTER
85353 NON-IO MASTER
85282 NON-IO MASTER
85711 NON-IO MASTER
85345 5 YEARS MASTER
32174 NON-IO MASTER
85009 NON-IO MASTER
85236 5 YEARS MASTER
85009 NON-IO MASTER
85032 NON-IO MASTER
90001 NON-IO MASTER
92301 5 YEARS MASTER
90746 5 YEARS MASTER
93534 5 YEARS MASTER
93551 NON-IO EMC
93551 5 YEARS MASTER
90044 NON-IO MASTER
90620 NON-IO EMC
90620 5 YEARS MASTER
90220 5 YEARS MASTER
96706 NON-IO MASTER
92404 NON-IO EMC
92404 5 YEARS MASTER
34982 NON-IO MASTER
90746 NON-IO MASTER
91790 5 YEARS MASTER
30228 NON-IO MASTER
93551 NON-IO EMC
93551 5 YEARS MASTER
92376 NON-IO MASTER
20785 NON-IO MASTER
21061 NON-IO MASTER
48602 NON-IO MASTER
31730 NON-IO MASTER
98837 NON-IO MASTER
64052 NON-IO MASTER
29302 NON-IO EMC
32826 NON-IO MASTER
49801 NON-IO MASTER
38106 NON-IO MASTER
16301 NON-IO MASTER
39301 NON-IO EMC
39307 NON-IO EMC
48212 NON-IO MASTER
48212 NON-IO MASTER
48342 NON-IO EMC
90026 NON-IO EMC
92780 NON-IO EMC
92275 NON-IO EMC
91402 NON-IO MASTER
33428 NON-IO EMC
46201 NON-IO EMC
78133 NON-IO EMC
92324 NON-IO EMC
11701 NON-IO EMC
92236 10 YEARS EMC
33030 NON-IO EMC
97524 NON-IO EMC
8103 NON-IO EMC
43026 NON-IO EMC
44233 NON-IO EMC
48146 NON-IO EMC
48146 NON-IO EMC
43232 NON-IO EMC
43232 NON-IO EMC
22003 NON-IO EMC
22003 10 YEARS EMC
33023 NON-IO EMC
85711 NON-IO EMC
65807 NON-IO EMC
33440 NON-IO EMC
85374 NON-IO EMC
33440 NON-IO EMC
33613 NON-IO EMC
32526 NON-IO EMC
27549 NON-IO EMC
32811 NON-IO EMC
32811 NON-IO EMC
48322 NON-IO EMC
48229 NON-IO EMC
12946 NON-IO EMC
92313 NON-IO EMC
33165 NON-IO EMC
33165 NON-IO EMC
55912 NON-IO EMC
89130 10 YEARS EMC
21225 NON-IO EMC
21225 10 YEARS EMC
63143 NON-IO EMC
63123 NON-IO EMC
6450 NON-IO EMC
33935 NON-IO EMC
84060 NON-IO EMC
52806 NON-IO EMC
33068 NON-IO EMC
93210 NON-IO EMC
34231 NON-IO EMC
32703 NON-IO EMC
92551 5 YEARS EMC
6082 NON-IO EMC
6770 NON-IO EMC
6082 5 YEARS MASTER
6810 NON-IO MASTER
6074 NON-IO MASTER
6238 NON-IO MASTER
6082 NON-IO MASTER
2908 NON-IO EMC
6770 NON-IO MASTER
6704 NON-IO MASTER
6066 NON-IO MASTER
53188 5 YEARS MASTER
19401 5 YEARS EMC
55425 NON-IO EMC
48708 NON-IO EMC
46975 NON-IO MASTER
55425 NON-IO MASTER
60638 NON-IO MASTER
48708 NON-IO MASTER
53150 NON-IO EMC
98446 NON-IO EMC
98446 NON-IO MASTER
92553 NON-IO MASTER
91701 NON-IO MASTER
34743 NON-IO EMC
22191 NON-IO MASTER
34743 NON-IO MASTER
75034 5 YEARS EMC
85033 NON-IO EMC
75034 NON-IO EMC
85033 NON-IO MASTER
33463 NON-IO EMC
33324 NON-IO MASTER
33463 NON-IO MASTER
75056 NON-IO EMC
76108 NON-IO EMC
63376 NON-IO EMC
75071 NON-IO MASTER
66102 NON-IO MASTER
75056 NON-IO MASTER
76108 NON-IO MASTER
75075 NON-IO MASTER
78261 NON-IO EMC
85239 5 YEARS MASTER
76248 NON-IO EMC
85239 NON-IO EMC
78250 NON-IO MASTER
76248 NON-IO MASTER
32746 NON-IO EMC
97038 NON-IO EMC
21139 NON-IO EMC
19720 10 YEARS EMC
22620 10 YEARS EMC
95823 5 YEARS MASTER
95648 5 YEARS MASTER
95648 NON-IO EMC
6114 NON-IO MASTER
19116 NON-IO EMC
6114 NON-IO EMC
6416 NON-IO EMC
6810 NON-IO EMC
6002 NON-IO EMC
6801 NON-IO EMC
19044 NON-IO MASTER
6062 NON-IO MASTER
6082 NON-IO MASTER
6105 NON-IO MASTER
19116 5 YEARS MASTER
19150 NON-IO MASTER
6795 NON-IO MASTER
1107 5 YEARS EMC
6416 NON-IO MASTER
6810 NON-IO MASTER
19055 NON-IO MASTER
6051 NON-IO MASTER
6249 NON-IO MASTER
6002 NON-IO MASTER
6801 NON-IO MASTER
19145 NON-IO MASTER
6010 NON-IO MASTER
19023 NON-IO MASTER
6755 NON-IO MASTER
18940 NON-IO EMC
6105 NON-IO MASTER
6114 NON-IO EMC
6384 NON-IO EMC
55422 5 YEARS MASTER
55379 5 YEARS MASTER
60610 5 YEARS MASTER
55014 5 YEARS MASTER
60542 5 YEARS MASTER
60641 5 YEARS MASTER
60618 5 YEARS MASTER
55395 5 YEARS MASTER
55422 NON-IO EMC
55379 NON-IO EMC
43065 NON-IO EMC
49507 NON-IO EMC
49426 NON-IO EMC
55014 NON-IO EMC
53207 NON-IO EMC
44144 NON-IO MASTER
60409 NON-IO MASTER
46975 NON-IO MASTER
60477 NON-IO MASTER
43065 NON-IO MASTER
53224 NON-IO MASTER
49507 NON-IO MASTER
49426 NON-IO MASTER
49423 NON-IO MASTER
49001 NON-IO MASTER
55054 NON-IO MASTER
60160 NON-IO MASTER
49735 NON-IO MASTER
60629 NON-IO MASTER
44143 NON-IO MASTER
49712 NON-IO MASTER
46992 NON-IO MASTER
60510 NON-IO MASTER
60639 NON-IO MASTER
44685 NON-IO MASTER
60561 NON-IO MASTER
60093 5 YEARS MASTER
44035 NON-IO MASTER
53207 NON-IO MASTER
62219 NON-IO MASTER
49519 NON-IO MASTER
48060 NON-IO MASTER
44333 NON-IO MASTER
53913 NON-IO MASTER
60631 NON-IO MASTER
60610 5 YEARS EMC
55433 NON-IO MASTER
89109 5 YEARS MASTER
98405 5 YEARS MASTER
92553 5 YEARS EMC
90723 5 YEARS MASTER
92236 5 YEARS EMC
92543 10 YEARS EMC
92220 NON-IO EMC
90723 NON-IO EMC
91767 NON-IO EMC
92220 NON-IO MASTER
92707 5 YEARS MASTER
98058 NON-IO MASTER
98682 5 YEARS EMC
91767 NON-IO MASTER
93561 NON-IO MASTER
93637 5 YEARS MASTER
92337 5 YEARS MASTER
34286 5 YEARS MASTER
22015 5 YEARS MASTER
34287 NON-IO EMC
34288 NON-IO EMC
32792 NON-IO EMC
33169 NON-IO EMC
33065 NON-IO EMC
21133 NON-IO EMC
33162 NON-IO EMC
34287 5 YEARS MASTER
32744 NON-IO MASTER
34769 NON-IO MASTER
34288 5 YEARS MASTER
21122 NON-IO MASTER
33021 NON-IO MASTER
49442 NON-IO MASTER
32792 NON-IO MASTER
33169 NON-IO MASTER
33065 5 YEARS MASTER
21133 NON-IO MASTER
37411 NON-IO MASTER
32839 NON-IO EMC
33162 5 YEARS MASTER
28278 NON-IO MASTER
80016 NON-IO EMC
85739 NON-IO EMC
80233 NON-IO EMC
55038 NON-IO EMC
63031 NON-IO MASTER
80130 NON-IO MASTER
80022 NON-IO MASTER
80016 NON-IO EMC
77073 NON-IO EMC
88008 NON-IO MASTER
77372 NON-IO MASTER
77520 NON-IO MASTER
85739 NON-IO MASTER
77550 NON-IO EMC
80233 5 YEARS EMC
55038 5 YEARS EMC
43617 NON-IO EMC
43617 5 YEARS MASTER
43160 NON-IO EMC
89107 5 YEARS MASTER
80113 5 YEARS MASTER
85225 NON-IO EMC
89107 NON-IO EMC
85043 NON-IO EMC
85222 NON-IO EMC
85037 NON-IO EMC
39272 NON-IO EMC
85363 NON-IO EMC
66102 NON-IO MASTER
77445 NON-IO MASTER
85225 NON-IO MASTER
89032 NON-IO MASTER
77354 NON-IO MASTER
66061 NON-IO MASTER
63010 NON-IO MASTER
77386 NON-IO MASTER
85043 NON-IO MASTER
63116 NON-IO MASTER
77015 NON-IO MASTER
30101 NON-IO MASTER
68107 NON-IO MASTER
64127 NON-IO MASTER
85015 NON-IO MASTER
85222 5 YEARS MASTER
97106 NON-IO MASTER
63138 NON-IO EMC
48504 NON-IO MASTER
85239 NON-IO MASTER
85303 NON-IO MASTER
85037 NON-IO MASTER
85035 NON-IO MASTER
77068 NON-IO MASTER
39272 NON-IO EMC
85363 NON-IO EMC
98387 5 YEARS EMC
85379 NON-IO MASTER
33756 5 YEARS MASTER
33066 5 YEARS MASTER
33178 5 YEARS MASTER
33321 NON-IO MASTER
34748 NON-IO MASTER
34953 NON-IO MASTER
33311 NON-IO MASTER
33055 NON-IO MASTER
33150 NON-IO MASTER
33331 NON-IO EMC
38632 NON-IO MASTER
75040 NON-IO EMC
75048 NON-IO EMC
75227 NON-IO EMC
75249 NON-IO EMC
76248 NON-IO EMC
77469 NON-IO EMC
75189 NON-IO EMC
75092 NON-IO EMC
63074 NON-IO MASTER
77469 NON-IO MASTER
75115 NON-IO MASTER
63367 NON-IO MASTER
76002 NON-IO MASTER
75089 NON-IO MASTER
76063 NON-IO MASTER
63136 NON-IO MASTER
76148 NON-IO MASTER
63051 NON-IO MASTER
75216 NON-IO
