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 September 1, 2006 BEAR STEARNS MORTGAGE FUNDING...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
Depositor,
EMC
MORTGAGE CORPORATION,
Seller
and Master Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION,
Trustee
____________________
Dated
as
of September 1, 2006
________________________________________
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATES, SERIES 2006-SL3
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
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
3.22
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A, Class M or Class B
Certificates.
|
|
Section
3.23
|
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.
|
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 B Certificates
|
|
Exhibit
A-4
|
Form
of Class C Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
A-6
|
Form
of Class X Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer Affidavit
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Xxxxx Fargo Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
[Reserved]
|
|
Exhibit
O
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
Q
|
Additional
Disclosure Notification
|
POOLING
AND SERVICING AGREEMENT, dated as of September 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
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates. On or prior to the Closing Date, the Depositor
acquired the Mortgage Loans from the Seller. On the Closing Date, the Depositor
will sell the Mortgage Loans and certain other property to the Trust Fund and
receive in consideration therefor Certificates evidencing the entire beneficial
ownership interest in the Trust Fund.
REMIC
I
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
Swap Agreement, the Swap Account and any rights or obligations in respect of
the
Swap Administration Agreement) as a REMIC (as defined herein) for federal income
tax purposes, and such segregated pool of assets will be designated as “REMIC
I”. The Class R-1 Certificates will represent the sole class of Residual
Interests (as defined herein) in REMIC I for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the designation,
the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated
Principal Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I
Regular Interests (as defined herein). None of the REMIC I Regular Interests
will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
|
I-1-A
|
Variable(2)
|
$
|
5,430,218.72
|
October
25, 2036
|
|
I-1-B
|
Variable(2)
|
$
|
5,430,218.72
|
October
25, 2036
|
|
I-2-A
|
Variable(2)
|
$
|
5,238,102.66
|
October
25, 2036
|
|
I-2-B
|
Variable(2)
|
$
|
5,238,102.66
|
October
25, 2036
|
|
I-3-A
|
Variable(2)
|
$
|
5,052,776.68
|
October
25, 2036
|
|
I-3-B
|
Variable(2)
|
$
|
5,052,776.68
|
October
25, 2036
|
|
I-4-A
|
Variable(2)
|
$
|
4,874,000.96
|
October
25, 2036
|
|
I-4-B
|
Variable(2)
|
$
|
4,874,000.96
|
October
25, 2036
|
|
I-5-A
|
Variable(2)
|
$
|
4,701,544.15
|
October
25, 2036
|
|
I-5-B
|
Variable(2)
|
$
|
4,701,544.15
|
October
25, 2036
|
|
I-6-A
|
Variable(2)
|
$
|
4,535,183.06
|
October
25, 2036
|
|
I-6-B
|
Variable(2)
|
$
|
4,535,183.06
|
October
25, 2036
|
|
I-7-A
|
Variable(2)
|
$
|
4,374,702.38
|
October
25, 2036
|
|
I-7-B
|
Variable(2)
|
$
|
4,374,702.38
|
October
25, 2036
|
|
I-8-A
|
Variable(2)
|
$
|
4,219,894.42
|
October
25, 2036
|
|
I-8-B
|
Variable(2)
|
$
|
4,219,894.42
|
October
25, 2036
|
|
I-9-A
|
Variable(2)
|
$
|
4,070,558.80
|
October
25, 2036
|
|
I-9-B
|
Variable(2)
|
$
|
4,070,558.80
|
October
25, 2036
|
|
I-10-A
|
Variable(2)
|
$
|
3,926,502.21
|
October
25, 2036
|
|
I-10-B
|
Variable(2)
|
$
|
3,926,502.21
|
October
25, 2036
|
|
I-11-A
|
Variable(2)
|
$
|
3,787,538.19
|
October
25, 2036
|
|
I-11-B
|
Variable(2)
|
$
|
3,787,538.19
|
October
25, 2036
|
|
I-12-A
|
Variable(2)
|
$
|
3,653,486.84
|
October
25, 2036
|
|
I-12-B
|
Variable(2)
|
$
|
3,653,486.84
|
October
25, 2036
|
|
I-13-A
|
Variable(2)
|
$
|
3,524,174.63
|
October
25, 2036
|
|
I-13-B
|
Variable(2)
|
$
|
3,524,174.63
|
October
25, 2036
|
|
I-14-A
|
Variable(2)
|
$
|
3,399,434.15
|
October
25, 2036
|
|
I-14-B
|
Variable(2)
|
$
|
3,399,434.15
|
October
25, 2036
|
|
I-15-A
|
Variable(2)
|
$
|
3,279,103.88
|
October
25, 2036
|
|
I-15-B
|
Variable(2)
|
$
|
3,279,103.88
|
October
25, 2036
|
|
I-16-A
|
Variable(2)
|
$
|
3,163,028.03
|
October
25, 2036
|
|
I-16-B
|
Variable(2)
|
$
|
3,163,028.03
|
October
25, 2036
|
|
I-17-A
|
Variable(2)
|
$
|
3,051,056.30
|
October
25, 2036
|
|
I-17-B
|
Variable(2)
|
$
|
3,051,056.30
|
October
25, 2036
|
|
I-18-A
|
Variable(2)
|
$
|
2,943,043.70
|
October
25, 2036
|
|
I-18-B
|
Variable(2)
|
$
|
2,943,043.70
|
October
25, 2036
|
|
I-19-A
|
Variable(2)
|
$
|
2,838,850.36
|
October
25, 2036
|
|
I-19-B
|
Variable(2)
|
$
|
2,838,850.36
|
October
25, 2036
|
|
I-20-A
|
Variable(2)
|
$
|
2,738,341.34
|
October
25, 2036
|
|
I-20-B
|
Variable(2)
|
$
|
2,738,341.34
|
October
25, 2036
|
|
I-21-A
|
Variable(2)
|
$
|
2,641,386.48
|
October
25, 2036
|
|
I-21-B
|
Variable(2)
|
$
|
2,641,386.48
|
October
25, 2036
|
|
I-22-A
|
Variable(2)
|
$
|
2,547,860.19
|
October
25, 2036
|
|
I-22-B
|
Variable(2)
|
$
|
2,547,860.19
|
October
25, 2036
|
|
I-23-A
|
Variable(2)
|
$
|
2,457,641.34
|
October
25, 2036
|
|
I-23-B
|
Variable(2)
|
$
|
2,457,641.34
|
October
25, 2036
|
|
I-24-A
|
Variable(2)
|
$
|
2,370,613.07
|
October
25, 2036
|
|
I-24-B
|
Variable(2)
|
$
|
2,370,613.07
|
October
25, 2036
|
|
I-25-A
|
Variable(2)
|
$
|
2,286,662.64
|
October
25, 2036
|
|
I-25-B
|
Variable(2)
|
$
|
2,286,662.64
|
October
25, 2036
|
|
I-26-A
|
Variable(2)
|
$
|
2,205,681.30
|
October
25, 2036
|
|
I-26-B
|
Variable(2)
|
$
|
2,205,681.30
|
October
25, 2036
|
|
I-27-A
|
Variable(2)
|
$
|
2,127,564.14
|
October
25, 2036
|
|
I-27-B
|
Variable(2)
|
$
|
2,127,564.14
|
October
25, 2036
|
|
I-28-A
|
Variable(2)
|
$
|
2,052,209.94
|
October
25, 2036
|
|
I-28-B
|
Variable(2)
|
$
|
2,052,209.94
|
October
25, 2036
|
|
I-29-A
|
Variable(2)
|
$
|
1,979,521.08
|
October
25, 2036
|
|
I-29-B
|
Variable(2)
|
$
|
1,979,521.08
|
October
25, 2036
|
|
I-30-A
|
Variable(2)
|
$
|
1,909,403.35
|
October
25, 2036
|
|
I-30-B
|
Variable(2)
|
$
|
1,909,403.35
|
October
25, 2036
|
|
I-31-A
|
Variable(2)
|
$
|
1,841,765.92
|
October
25, 2036
|
|
I-31-B
|
Variable(2)
|
$
|
1,841,765.92
|
October
25, 2036
|
|
I-32-A
|
Variable(2)
|
$
|
1,776,521.11
|
October
25, 2036
|
|
I-32-B
|
Variable(2)
|
$
|
1,776,521.11
|
October
25, 2036
|
|
I-33-A
|
Variable(2)
|
$
|
1,713,584.38
|
October
25, 2036
|
|
I-33-B
|
Variable(2)
|
$
|
1,713,584.38
|
October
25, 2036
|
|
I-34-A
|
Variable(2)
|
$
|
1,652,874.15
|
October
25, 2036
|
|
I-34-B
|
Variable(2)
|
$
|
1,652,874.15
|
October
25, 2036
|
|
I-35-A
|
Variable(2)
|
$
|
1,594,311.74
|
October
25, 2036
|
|
I-35-B
|
Variable(2)
|
$
|
1,594,311.74
|
October
25, 2036
|
|
I-36-A
|
Variable(2)
|
$
|
1,537,821.23
|
October
25, 2036
|
|
I-36-B
|
Variable(2)
|
$
|
1,537,821.23
|
October
25, 2036
|
|
I-37-A
|
Variable(2)
|
$
|
1,483,329.40
|
October
25, 2036
|
|
I-37-B
|
Variable(2)
|
$
|
1,483,329.40
|
October
25, 2036
|
|
I-38-A
|
Variable(2)
|
$
|
1,430,765.60
|
October
25, 2036
|
|
I-38-B
|
Variable(2)
|
$
|
1,430,765.60
|
October
25, 2036
|
|
I-39-A
|
Variable(2)
|
$
|
1,380,061.69
|
October
25, 2036
|
|
I-39-B
|
Variable(2)
|
$
|
1,380,061.69
|
October
25, 2036
|
|
I-40-A
|
Variable(2)
|
$
|
1,331,151.92
|
October
25, 2036
|
|
I-40-B
|
Variable(2)
|
$
|
1,331,151.92
|
October
25, 2036
|
|
I-41-A
|
Variable(2)
|
$
|
1,283,972.87
|
October
25, 2036
|
|
I-41-B
|
Variable(2)
|
$
|
1,283,972.87
|
October
25, 2036
|
|
I-42-A
|
Variable(2)
|
$
|
1,238,463.38
|
October
25, 2036
|
|
I-42-B
|
Variable(2)
|
$
|
1,238,463.38
|
October
25, 2036
|
|
I-43-A
|
Variable(2)
|
$
|
1,194,564.41
|
October
25, 2036
|
|
I-43-B
|
Variable(2)
|
$
|
1,194,564.41
|
October
25, 2036
|
|
I-44-A
|
Variable(2)
|
$
|
1,152,219.05
|
October
25, 2036
|
|
I-44-B
|
Variable(2)
|
$
|
1,152,219.05
|
October
25, 2036
|
|
I-45-A
|
Variable(2)
|
$
|
31,274,087.39
|
October
25, 2036
|
|
I-45-B
|
Variable(2)
|
$
|
31,274,087.39
|
October
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 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 REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will represent the sole class of Residual Interests
in REMIC II for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests (as defined herein).
None of the REMIC II Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|
|
AA
|
Variable(2)
|
$ |
300,400,535.28
|
October
25, 2036
|
|
A
|
Variable(2)
|
$ |
2,280,590.00
|
October
25, 2036
|
|
M-1
|
Variable(2)
|
$ |
168,590.00
|
October
25, 2036
|
|
M-2
|
Variable(2)
|
$ |
145,600.00
|
October
25, 2036
|
|
M-3
|
Variable(2)
|
$ |
56,710.00
|
October
25, 2036
|
|
M-4
|
Variable(2)
|
$ |
68,970.00
|
October
25, 2036
|
|
M-5
|
Variable(2)
|
$ |
39,850.00
|
October
25, 2036
|
|
M-6
|
Variable(2)
|
$ |
38,310.00
|
October
25, 2036
|
|
B-1
|
Variable(2)
|
$ |
36,780.00
|
October
25, 2036
|
|
B-2
|
Variable(2)
|
$ |
30,650.00
|
October
25, 2036
|
|
B-3
|
Variable(2)
|
$ |
41,380.00
|
October
25, 2036
|
|
B-4
|
Variable(2)
|
$ |
47,520.00
|
October
25, 2036
|
|
ZZ
|
Variable(2)
|
$ |
3,175,673.17
|
October
25, 2036
|
|
IO
|
(2)
|
(3)
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
CERTIFICATES
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest and the Class IO Interest) and,
for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of Certificates and interests
that represents ownership of one or more of the Regular Interests in REMIC
III
created hereunder. The
Trust
Fund will also issue the Class X Certificates, as designated below, which will
not represent a Regular Interest in any REMIC created hereunder.
Each
Certificate, other than the Class C, Class X and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class IO Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each Certificate shall
be
equal in amount and timing to the entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
|
|
A(2)
|
Variable(3)
|
$ |
228,059,00.00
|
October
25, 2036
|
|
M-1(2)
|
Variable(3)
|
$ |
16,859,000.00
|
October
25, 2036
|
|
M-2(2)
|
Variable(3)
|
$ |
14,560,000.00
|
October
25, 2036
|
|
M-3(2)
|
Variable(3)
|
$ |
5,671,000.00
|
October
25, 2036
|
|
M-4(2)
|
Variable(3)
|
$ |
6,897,000.00
|
October
25, 2036
|
|
M-5(2)
|
Variable(3)
|
$ |
3,985,000.00
|
October
25, 2036
|
|
M-6(2)
|
Variable(3)
|
$ |
3,831,000.00
|
October
25, 2036
|
|
B-1(2)
|
Variable(3)
|
$ |
3,678,000.00
|
October
25, 2036
|
|
B-2(2)
|
Variable(3)
|
$ |
3,065,000.00
|
October
25, 2036
|
|
B-3(2)
|
Variable(3)
|
$ |
4,138,000.00
|
October
25, 2036
|
|
B-4(2)
|
Variable(3)
|
$ |
4,752,000.00
|
October
25, 2036
|
|
Class
C Interest
|
Variable(3)(4)
|
$ |
11,036,158.45
|
October
25, 2036
|
|
Class
IO Interest
|
(5)
|
(6)
|
October
25, 2036
|
|
|
X
|
N/A
|
N/A
|
October
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 Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each Regular Interest in REMIC III the ownership of which is
represented by the Class A, Class M and Class B Certificates, the Class C
Interest and the Class IO Interest.
(2)
This Class of Certificates represents ownership of a Regular Interest in REMIC
III. Any amount distributed on this Class of Certificates on any Distribution
Date in excess of the amount distributable on the related Regular Interest
in
REMIC III on such Distribution Date shall be treated for federal income tax
purposes as having been paid from the Reserve Fund or the Supplemental Interest
Trust, as applicable, and any amount distributable on the related Regular
Interest in REMIC III on such Distribution Date in excess of the amount
distributable on such Class of Certificates on such Distribution Date shall
be
treated for such purposes as having been distributed to the Holders of such
Certificates and then paid by such Holders to the Supplemental Interest Trust,
all pursuant to and as further provided in Section 3.21 hereof.
(3)
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each Regular
Interest in REMIC III which corresponds to a Class A, Class M or Class B
Certificate will have the same Pass-Through Rate as such Certificate, except
with respect to the Net WAC Cap Rate. The Net WAC Cap Rate for each such Regular
Interest in REMIC III and Certificate is specified in the definition of “Net WAC
Cap Rate.”
(4)
The
Class
C Interest will not accrue interest on its Uncertificated Principal Balance,
but
will accrue interest on its Uncertificated Notional Amount as described
herein.
(5)
For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest IO.
(6) For
federal income tax purposes, the Class IO Interest will not have an
Uncertificated Principal Balance, but will have a notional amount equal to
the
Uncertificated Notional Amount of REMIC II Regular Interest IO.
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class C Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest represents the sole class of Residual Interests in REMIC IV for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder. Each Class C Certificate represents ownership of a Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
C
|
Variable(2)
|
$ |
11,036,158.45
|
October
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
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class C
Certificates.
|
|
(2)
|
The
Class C Certificates will not accrue interest on its Uncertificated
Principal Balance, but will receive 100% of the amounts received
in
respect of the Class C Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC V”. The Class
R-5 Interest represents the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
V
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
IO(2)
|
(3)
|
(4)
|
October
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
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC V Regular Interest
IO.
|
|
(2)
|
REMIC
V Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
V Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
|
(4)
|
REMIC
V Regular Interest IO will not have an Uncertificated Principal Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Mortgage
Funding Trust 2006-SL3.” The Certificates issued hereunder may be referred to as
“Mortgage-Backed Certificates, Series 2006-SL3” (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:
The
meaning set forth in Section 3.16(a)(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 Fund, the Swap Account and the Protected
Account.
Accrual
Period:
With
respect to the Certificates (other than the Class B-4, Class C and 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 B-4 Certificates and Class C Certificates and
the Class C Interest and any Distribution Date, the calendar month immediately
preceding such Distribution Date. All calculations of interest on the
Certificates (other than the Class B-4, Class C and 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 B-4 Certificates and Class
C
Certificates and the Class C Interest will be made on the basis of a 360-day
year consisting of twelve 30-day months.
Additional
Disclosure:
As
defined in Section 3.16(a)(iv).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit Q.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16(a)(i).
Additional
Form 10-K Disclosure:
As
defined in Section 3.16(a)(iii).
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month
in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Advance:
An
advance of delinquent payments of principal and interest in respect of a
Mortgage Loan required to be made by the Master Servicer as provided in Section
5.01 hereof.
Affected
Party:
As
defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements
hereto
made in accordance with the terms herein.
Amount
Held for Future Distribution:
As to
any Distribution Date, 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, (ii) Principal Prepayments
received in respect of such Mortgage Loans after the last day of the related
Prepayment Period and (iii) Liquidation Proceeds, Subsequent Recoveries
and
Insurance Proceeds received in respect of such Mortgage Loans after the
last day
of the related calendar month.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, the sum of the Realized Losses with respect to the Mortgage
Loans
that have been applied in reduction of the Certificate Principal Balance
of a
Class of Certificates pursuant to Section 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.
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 Offered Certificates,
an
amount equal to the sum of (A) the excess, if any, of (a) the amount of
Current
Interest that such Class would have been entitled to receive on such
Distribution Date had the Pass-Though Rate applicable to such Class been
calculated at a per annum rate equal to the lesser of (x) the related One-Month
LIBOR Pass-Through Rate and (y) 11.00% per annum, over (b) the amount of
Current
Interest that such Class received on such Distribution Date if the Pass-Through
Rate is limited to the Net WAC Cap Rate and (B) the Basis Risk Shortfall
Carry
Forward Amount for the previous Distribution Date not previously paid,
together
with interest thereon at a rate equal to the related Pass-Through Rate
for the
current Distribution Date.
With
respect to any Distribution Date and the Class B-4 Certificates, an amount
equal
to the sum of (A) the excess, if any, of (a) the amount of Current Interest
such
Class would have been entitled to receive on such Distribution Date had the
Pass-Through Rate applicable to such Class been calculated at a per annum
rate
equal to 8.50%, over (b) the amount of interest paid on such Distribution
Date
if the Pass-Through Rate is limited by the Net WAC Cap Rate plus (B) the
Basis
Risk Shortfall Carry Forward Amount for the previous Distribution Date not
previously distributed, together with interest thereon at a rate equal to
the
Pass-Through Rate for the current Distribution Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 6.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
C Certificates) constitutes a Class of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in the City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or any city in which the Corporate Trust Office of the Trustee or
the
principal office of the Master Servicer are located and are authorized or
obligated by law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-6.
Certificate
Margin:
With
respect to the Class A Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A, 0.160% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.320% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.340% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.510% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.370% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.555% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.400% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.600% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4,
0.530%
per annum in the case of each Distribution Date through and including the
first
possible Optional Termination Date and 0.795%
per annum in the case of each Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 0.630%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.945%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 0.750%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.125%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class B-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-1, 1.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.250% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-2, 2.200% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.300% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-3, 3.200% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 4.800% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class C Certificates and any Distribution Date, an amount equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning of
the
related Due Period. The
initial Certificate Notional Amount of the Class C Certificates shall be
$306,531,158.45. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class C Interest for such Distribution
Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class X, Class C and Class R Certificate) and
as
of any Distribution Date, the Initial Certificate Principal Balance of such
Certificate plus, in the case of a Class A, Class M or Class B Certificate,
any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 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 C Certificates and as of any
Distribution Date, an amount equal to the Uncertificated Principal Balance
of
the Class C Interest.
Certificate
Register:
The
register maintained pursuant to Section 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:
The
meaning set forth in Section 3.16(a)(iii).
Certifying
Person:
The
meaning set forth in Section 3.16(a)(iii).
Class:
All
Certificates bearing the same Class designation as set forth in Section 6.01
hereof.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a)
the
product of (1) 48.80% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
A Certificate:
Any
Certificate designated as a “Class A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B Certificates:
Any of
the Class B-1, Class B-2, Class B-3 or Class B-4 Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date),
(2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking
into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (8) the Certificate Principal
Balance of the Class B-1 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 Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
B-2 Certificate:
Any
Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the
Class
B-1 Principal Distribution Amount and (y) the excess, if any, of (a) the
sum of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (8) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount on such Distribution
Date) and (9) the Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 87.00% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B-3 Certificate:
Any
Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
B-1
Principal Distribution Amount, and the Class B-2 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (9) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (10) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 89.70% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
B-4 Certificate:
Any
Certificate designated as a “Class B-4 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
B-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
B-1
Principal Distribution Amount, the Class B-2 Principal Distribution Amount
and
the Class B-3 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (8) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount on such Distribution
Date), (9) the Certificate Principal Balance of the Class B-2 Certificates
(after taking into account the distribution of the Class B-2 Principal
Distribution Amount on such Distribution Date), (10) the Certificate Principal
Balance of the Class B-3 Certificates (after taking into account the
distribution of the Class B-3 Principal Distribution Amount on such Distribution
Date) and (11) the Certificate Principal Balance of the Class B-4 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 92.80% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts, (iii) the right to receive Class IO Distribution Amounts
and (iv) the right to receive any Prepayment Charge Waiver Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class C Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication, any
Subsequent Recoveries not distributed to the Class A, Class M and Class B
Certificates on such Distribution Date; provided, however, that, on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the Class C Distribution Amount shall include the Overcollateralization
Amount.
Class
C Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator on such Distribution Date in excess of the amount payable
on REMIC V Regular Interest IO on such Distribution Date, all as further
provided in Section 3.21 hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
holders of REMIC V Regular Interest IO, evidencing a Regular Interest in REMIC
V
for purposes of the REMIC provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing
(i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk
Shortfall Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 59.80% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (3) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 69.30% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 73.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 77.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 80.10% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the distribution of the
Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking
into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 82.60% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus the Overcollateralization Floor.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in
REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in
REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in
REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest and Class R-5 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as set forth
herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
X Certificate:
Any
Certificate designated as a “Class X Certificate” on the face thereof, in the
form of Exhibit A-6 hereto.
Closing
Date:
September 29, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Combined
Loan-to-Value Ratio:
With
respect to any Mortgage Loan and as of any date of determination, a fraction
(expressed as a percentage) the numerator of which is the sum of (i) original
principal balance of the related Mortgage Loan at such date of determination
and
(ii) the unpaid principal balance of the related first lien Mortgage Loan
as of
the date of origination of that Mortgage Loan and the denominator of which
is
the applicable Appraised Value of the related Mortgaged Property at
origination.
Commission:
The
U.S. Securities and Exchange Commission.
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 execution of this Agreement is located at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000 Attention: Global
Securities and Trust Services - Bear Xxxxxxx Mortgage Funding Trust 2006-SL3,
or
at such other address as the Trustee may designate from time to
time.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ and IO), the Certificate with the corresponding designation. With respect
to each REMIC III Regular Interest (other than the Class C Interest and the
Class IO Interest), the related Certificate representing an ownership
therein.
Cumulative
Realized Loss Percentage:
With
respect to the Certificates and any Distribution Date, the percentage obtained
by dividing (x) the aggregate Realized Losses on the Mortgage Loans incurred
since the related Cut-off Date through the end of the related Due Period by
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the related
Cut-off Date.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates (other than the Class
X
Certificates and the Residual Certificates) and interests of each class (other
than the Residual Interests), (i) the interest accrued on the Certificate
Principal Balance, or Certificate Notional Amount or Uncertificated Notional
Amount, as applicable, during the related Accrual Period at the applicable
Pass-Through Rate, plus any amount previously distributed with respect to
interest for such Certificate or interest that has been recovered as a voidable
preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment
Interest Shortfall for such Distribution Date, to the extent not covered
by
Compensating Interest and (b) any Relief Act Interest Shortfalls during the
related Due Period, provided, however, that for purposes of calculating Current
Interest for any such class, amounts specified in clause (ii) hereof for
any
such Distribution Date shall be allocated first to the Class C Certificates
and
the Class C Interest in reduction of amounts otherwise distributable to such
Certificates and interest on such Distribution Date and then any excess shall
be
allocated to each Class of Class A, Class M and Class B Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof
for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage: With
respect to any Distribution Date, the percentage obtained by dividing (x)
the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization
Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month).
Custodial
Agreement:
The
Xxxxx Fargo Custodial Agreement.
Custodian:
Xxxxx
Fargo, or any successor custodian appointed pursuant to the provisions hereof
and the Custodial Agreement.
Cut-off
Date:
The
close of business on September 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 Mortgage Loans is
$306,531,158.45.
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:
As
defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depositor
Information:
As
defined in Section 3.16.
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 signing on behalf of the Issuing Entity and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit
H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution:
A
depository institution (commercial bank, federal savings bank, mutual savings
bank or savings and loan association) or trust company (which may include the
Trustee and the Master Servicer), the deposits of which are fully insured by
the
FDIC to the extent provided by law.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
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, Bear Xxxxxxx
Mortgage Funding Trust 2006-SL3, Mortgage-Backed Certificates, Series 2006-SL3”.
The Distribution Account must be an Eligible Account.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in October 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 and including the second
day
of the calendar month preceding the calendar month in which such Distribution
Date occurs through close of business on the first day of the calendar month
in
which such Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to 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 each Rating Agency, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class C Certificates and Residual Certificates.
Estimated
Swap Termination Payment:
As
specified in the Swap Agreement.
Event
of Default:
As
defined in Section 8.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of (a)
the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds
for such Distribution Date over (ii) the sum of the Current Interest on the
Class A, Class M and Class B Certificates and Interest Carry Forward Amounts
on
the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 5.04(a)(3)(A)), in each case for such Distribution
Date.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Mae:
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 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.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Form
8-K Disclosure Information:
The
meaning set forth in Section 3.16(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.
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 (other than the Class X Certificates), the
Certificate Principal Balance of such Certificate or any predecessor Certificate
on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity holders in which
come
within such paragraphs.
Insurance
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 C Certificates and the Residual Certificates), the sum of (i) the
excess of (a) the Current Interest for such Class with respect to such
Distribution Date and any prior Distribution Dates over (b) the amount actually
distributed to such Class of Certificates with respect to interest on such
Distribution Dates and (ii) interest thereon (to the extent permitted by
applicable law) at the applicable Pass-Through Rate for such Class for the
related Accrual Period including the Accrual Period relating to such
Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to any Distribution Date (1) the sum, without duplication, of (a)
all
scheduled interest during the related Due Period with respect to the 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 Mortgage Loans made on
or
prior to the related Distribution Account Deposit Date, (c) all Compensating
Interest with respect to the 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
Mortgage Loans collected during the prior calendar month (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all
amounts relating to interest with respect to each Mortgage Loan repurchased
by
EMC 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 proceed received from the exercise of a Optional Termination, 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 Net
Swap
Payment or Swap Termination Payment (not due to a Swap Provider Trigger Event
and to the extent not paid by the Swap Administrator from any upfront payment
received pursuant to any replacement interest rate swap agreement that may
be
entered into by the Supplemental Interest Trust Trustee) owed to the Swap
Administrator for payment to the Swap Provider for such Distribution Date
and
any such payments remaining unpaid for any prior Distribution
Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
Issuing
Entity:
The
Trust designated as Bear Xxxxxxx Mortgage Funding Trust 2006-SL3.
LaSalle:
LaSalle
Bank National Association, and any successor in interest.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: the Distribution Date
in October 2036.
Latest
Possible Maturity Date:
The
Distribution Date in the month following the final scheduled maturity date
of
the Mortgage Loan in the Trust Fund having the latest scheduled maturity date
as
of the Cut-off Date. For purposes of the Treasury regulations under Sections
860A through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall
be
the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
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.
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 Mae 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 C Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA and IO), with the rate on each such REMIC II Regular
Interest (other than REMIC II Regular Interests ZZ and B-4) subject to a cap
equal to the least of (i) the One-Month LIBOR Pass-Through Rate for the
Corresponding Certificate, (ii) 11.00% per annum and (iii) the Net WAC Cap
Rate
for the REMIC III Regular Interest the ownership of which is represented by
the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date, with the rate on REMIC II Regular Interest B-4 subject to
a
cap equal to the lesser of (i) 8.50% per annum and (ii) the Net WAC Cap Rate
for
the REMIC III Regular Interest the ownership of which is represented by the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date, and with the rate on REMIC II Regular Interest ZZ subject
to
a cap of zero for the purpose of this calculation; provided, however, that
solely for this purpose, the related cap with respect to each REMIC II Regular
Interest (other than REMIC II Regular Interests AA, ZZ, B-4 and IO) shall be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Master
Servicer Information:
As
defined in Section 3.16.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum
Probable Exposure:
With
respect to each Distribution Date and the Swap Agreement, the amount calculated
by the Depositor in accordance with the Seller’s internal risk management
process in respect of similar instruments, such calculation to be performed
as
agreed by the Trustee and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ and IO), with the rate on each such REMIC II Regular Interest (other
than
REMIC II Regular Interest B-4) subject to a cap equal to the least of (x) the
One-Month LIBOR Pass Through Rate for the Corresponding Certificate, (y) 11.00%
per annum and (z) the Net WAC Cap Rate for the REMIC III Regular Interest the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date, and with the rate on
REMIC II Regular Interest B-4 subject to a cap equal to the lesser of (x) 8.50%
per annum and (y) the Net WAC Cap Rate for the REMIC III Regular Interest the
ownership of which is represented by the Corresponding Certificate for the
purpose of this calculation for such Distribution Date; provided, however,
that
solely for this purpose, the related cap with respect to each REMIC II Regular
Interest (other than REMIC II Regular Interests AA, ZZ, B-4 and IO) shall be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement prepared and delivered by the Trustee 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 second lien on second
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of September 29, 2006, between EMC,
as seller and the Depositor, as purchaser in the form attached hereto as Exhibit
L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
title of the related Mortgaged Property.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
Mortgage Loan Schedule being attached hereto as Exhibit B, with respect to
the
Mortgage Loans and as amended from time to time to reflect the repurchase or
substitution of Mortgage Loans pursuant to this Agreement or the Mortgage Loan
Purchase Agreement, as the case may be, setting forth the following information
with respect to each Mortgage Loan:
| (a) |
the
city, state and zip code of the Mortgaged Property;
|
| (b) |
the
property type;
|
| (c) |
the
Mortgage Interest Rate;
|
| (d) |
the
Servicing Fee Rate;
|
| (e) |
the
Master Servicer's Fee Rate;
|
| (f) |
the
LPMI Fee; if applicable;
|
| (g) |
the
Net Rate;
|
| (h) |
the
maturity date;
|
| (i) |
the
stated original term to maturity;
|
| (j) |
the
stated remaining term to maturity;
|
| (k) |
the
original Principal Balance;
|
| (l) |
the
first payment date;
|
| (m) |
the
principal and interest payment in effect as of the Cut-off
Date;
|
| (n) |
the
unpaid Principal Balance as of the Cut-off
Date;
|
| (o) |
the
Loan-to-Value Ratio at origination;
|
| (p) |
the
insurer of any Primary Mortgage Insurance
Policy;
|
| (q) |
the
MIN with respect to each MOM Loan;
|
| (r) |
the
Gross Margin, if applicable;
|
| (s) |
the
next Adjustment Date, if
applicable;
|
| (t) |
the
Maximum Mortgage Rate, if
applicable;
|
| (u) |
the
Minimum Mortgage Rate, if
applicable;
|
| (v) |
the
Periodic Rate Cap, if applicable;
|
| (w) |
the
Loan Group, if applicable;
|
| (x) |
a
code indicating whether the Mortgage Loan is negatively
amortizing;
|
| (y) |
which
Mortgage Loans adjust after an initial fixed-rate period of one,
two,
three, five, seven or ten years or any other period;
|
| (z) |
the
Prepayment Charge, if any;
|
| (aa) |
lien
position (e.g., first lien or second
lien);
|
| (bb) |
a
code indicating whether the Mortgage Loan is has a balloon
payment;
|
| (cc) |
a
code indicating whether the Mortgage Loan is an interest-only loan;
|
| (dd) |
the
interest-only term, if applicable;
|
| (ee) |
the
Mortgage Loan Seller; and
|
| (ff) |
the
original amortization term.
|
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (m) and
(n)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (g) 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 related
Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee
Fee
and (iii) the rate at which the LPMI Fee is calculated, if any.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Net
WAC Cap Rate:
With
respect to any Distribution Date and any Class of Class A, Class M or Class
B
Certificates, a per annum rate equal to the excess, if any, of (A) the weighted
average of the Net Mortgage Rates on the then outstanding Mortgage Loans,
weighted based on the Stated Principal Balances of such Mortgage Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, over (B) a per annum rate
equal to the sum of the Net Swap Payment and Swap Termination Payment not
due to
a Swap Provider Trigger Event payable to the Swap Provider, in each case
on such
Distribution Date (to the extent not paid by the Supplemental Interest Trust
from any upfront payment received pursuant to any replacement interest rate
swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the outstanding
Stated
Principal Balance of the Mortgage Loans
as of
the related Due Date prior to giving effect to any reduction in the Stated
Principal Balances of such Mortgage Loans on such Due Date, multiplied by
12.
The Net
WAC Cap Rate for such Classes of Certificates (other than the Class B-4
Certificates) will be calculated based on a 360-day year and the actual number
of days elapsed in the related Accrual Period. With respect to any Distribution
Date and each REMIC III Regular Interest the ownership of which is represented
by a Class A, Class M or Class B Certificate, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period, except in the case of the REMIC III Regular Interest the
ownership of which is represented by the Class B-4 Certificates) of the
Uncertificated REMIC II Pass-Through Rates on the REMIC II Regular Interests
(other than REMIC II Regular Interest IO), weighted on the basis of the
Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately prior to such Distribution Date.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Master
Servicer or other party hereto pursuant to this Agreement, that, in the good
faith judgment of the Master Servicer or such other party, will not or, in
the
case of a proposed advance, would not, be ultimately recoverable by it from
the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit M.
Offered
Certificates:
Any of
the Class A, Class M, Class B-1, Class B-2 and Class B-3
Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor, the Seller or the Master Servicer (or
any other officer customarily performing functions similar to those performed
by
any of the above designated officers and also to whom, with respect to a
particular matter, such matter is referred because of such officer’s knowledge
of and familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller and/or the Trustee, as the case may be, as required
by
this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period and the Offered Certificates, 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 Offered 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 Offered Certificate and, for purposes of the definitions of
“Marker Rate” and “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 EMC, 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 EMC, Depositor and the Master Servicer, (ii) not have
any
direct financial interest in EMC,
the
Depositor or the Master Servicer or in any affiliate of either, and (iii) not
be
connected with EMC, the Depositor or the Master Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and any REO Property pursuant to Section 10.01
hereof.
Optional
Termination Date:
The
Distribution Date on which the aggregate Stated Principal Balance of all of
the
Mortgage Loans is equal to or less than 20% of the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the prior calendar month) over
the
aggregate Certificate Principal Balance of the Certificates (other than the
Class C Certificates) on such Distribution Date (after taking into account
the
payment of principal other than any Extra Principal Distribution Amount on
such
Certificates).
Overcollateralization
Floor:
With
respect to the Certificates, an amount equal to 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date (assuming that 100% of the Principal Funds
is
applied as a principal payment on such Distribution Date) over (ii) the
Overcollateralization Target Amount for such Distribution Date (with the amount
pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount
is
less than or equal to the Overcollateralization Target Amount on that
Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 3.60% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 3.60% of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Cut-off Date and (2) 7.20% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) and (ii) the Overcollateralization Floor or (c) on or after
the
Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Offered Certificates and any Distribution Date, a rate per annum
equal to the least of (i) the related One-Month LIBOR Pass-Through Rate for
such
Distribution Date, (ii) 11.00% per annum and (iii) the Net WAC Cap Rate for
such
Distribution Date.
With
respect to the Class B-4 Certificates and any Distribution Date, a rate per
annum equal to the lesser of (i) 8.50% per annum and (ii) the Net WAC Cap Rate
for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interest IO) equal to the product of (a) the excess, if any,
of
the Uncertificated REMIC II Pass-Through Rate for such REMIC II Regular Interest
over the Marker Rate and (b) a notional amount equal to the Uncertificated
Principal Balance of such REMIC II Regular Interest, and the denominator of
which is the aggregate Uncertificated Principal Balance of such REMIC II Regular
Interests.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
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 Trustee shall receive an Opinion of Counsel, at the expense of the
Trustee, to the effect that such investment will not adversely affect the status
of any such REMIC as a REMIC under the Code or result in the imposition of
a tax
on any such REMIC. Permitted Investments that are subject to prepayment or
call
may not be purchased at a price in excess of par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) an electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the 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 or REMIC V to
fail
to qualify as a REMIC at any time that any Certificates are Outstanding. The
terms “United States,” “State” and “International Organization” shall have the
meanings set forth in section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority
of its board of directors is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Piggyback
Loan:
A
second lien Mortgage Loan originated by the same originator to the same borrower
at the same time as the first lien Mortgage Loan, each secured by the same
Mortgaged Property.
Plan:
Any
employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
Plan
Assets:
Assets
of a Plan within the meaning of Department of Labor regulation 29 C.F.R. §
2510.3-101.
Prepayment
Assumption:
A
prepayment rate for the Mortgage Loans of 35% CPR.
Prepayment
Charge:
Any
prepayment premium, penalty or charge payable by a Mortgagor in connection
with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment
Charge Waiver Amount:
Any
amount paid by the Master Servicer to the Trustee in respect of waived
Prepayment Charges pursuant to Section 4.01(a).
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment in full or in part during the portion of the related
Prepayment Period occurring between the first day of the calendar month in
which
such Distribution Date occurs and the Determination Date of the calendar month
in which such Distribution Date occurs, an amount equal to interest (to the
extent received) at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the first day of
the
calendar month in which such Distribution Date occurs and ending on the last
date through which interest is collected from the related
Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment, or a Principal Prepayment in full during the
related Prepayment Period, or that became a Liquidated Loan during the prior
calendar month, (other than a Principal Prepayment in full resulting from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.19 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.
Prepayment
Period:
As to
any Distribution Date and each Principal Prepayment in full, the period
commencing on the 16th day of the month prior to the month in which the related
Distribution Date occurs (or with respect to the first Distribution Date,
the
period commencing on the Cut-off Date) and ending on the 15th day of the
month
in which such Distribution Date occurs. With respect to any Distribution
Date
and each partial Principal Prepayment, the calendar month prior to the month
of
such Distribution Date.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note Holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Accrual Period for such Class relating to a Distribution Date.
Principal
Distribution Amount:
With
respect to any Distribution Date, an amount equal to (x) the sum of (1) the
Principal Funds for such Distribution Date and (2) any Extra Principal
Distribution Amount for such Distribution Date minus (y) the amount of any
Overcollateralization Release Amount for such Distribution Date.
Principal
Funds:
With
respect to 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 that was repurchased by EMC on its own behalf as Seller) 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 prior calendar month (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to principal), in each
case to the extent remitted by the Master Servicer to the Distribution Account
pursuant to this Agreement and (g) amounts in respect of principal paid by
the
Majority Class C Certificateholder pursuant to Section 10.01, 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 Net Swap Payments or Swap
Termination Payments (not due to a Swap Provider Trigger Event and to the
extent
not paid by the Swap Administrator from any upfront payment received pursuant
to
any replacement interest rate swap agreement that may be entered into by
the
Supplemental Interest Trust Trustee) owed to the Swap Administrator for payment
to the Swap Provider for such Distribution Date and any such payments remaining
unpaid for any prior Distribution Dates, in each case to the extent not paid
from Interest Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.19 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.
Private
Certificates:
Any of
the Class B-4, Class X, Class C and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated September 28, 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 Stated 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 Stated Principal Balance at the date of
the
acquisition), plus (ii) accrued and unpaid interest thereon at the applicable
Mortgage Rate through and including the last day of the month of purchase,
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
Xxxxx’x 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. With respect to each Mortgage
Loan which is the subject of a Servicing Modification, (a)(1) the amount by
which the interest portion of a monthly payment or the principal balance of
such
Mortgage Loan was reduced or (2) the sum of any other amounts owing under the
Mortgage Loan that were forgiven and that constitute Servicing Advances that
are
reimbursable to the Master Servicer, and (b) any such amount with respect to
a
monthly payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received and not paid
due to a Servicing Modification. In addition, to the extent the Master
Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
the
amount of the Realized Loss with respect to that Mortgage Loan will be reduced
to the extent such recoveries are distributed to any Class of Certificates
or
applied to increase Excess Spread on any Distribution Date.
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
C
Certificates 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 C Certificates 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 Offered 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
Offered Certificates for such Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate or a Class X
Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or 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, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
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-45-B, 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 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 Mortgage Loans
and
the related REO Properties then outstanding and (ii) the Uncertificated REMIC
II
Pass-Through Rate for REMIC II Regular Interest AA minus the Marker Rate,
divided by (b) 12.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest IO) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate, in each case as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans and the related REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A, Class M or Class B Certificate is a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A, Class M or Class B Certificate is a Corresponding Certificate and
REMIC
II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (other than REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
1.00%
of the Overcollateralization Target Amount.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
5.07(a).
REMIC
III Regular Interest:
The
Class C Interest, Class IO Interest or any Regular Interest in REMIC III the
ownership of which is represented by any of the Class A, Class M and Class
B
Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class C Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V:
The
segregated pool of assets consisting of the Class IO Interest conveyed in trust
to the Trustee, for the benefit of the holders of REMIC V Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-5 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify
as a
REMIC at any time that any Certificates are outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean 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,
required to enable 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:
The
meaning set forth 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 hereto or other form attached
as an exhibit to the Custodial Agreement. 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 Seller
or
the Master Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Trustee pursuant
to Section 3.21 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 3.21
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest and Class R-5 Interest), each evidencing
the
sole class of Residual Interests in the related REMIC.
Residual
Interest:
The
sole class of Residual Interests in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, 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:
means
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:
has the
meaning set forth in Section 3.16(a)(iii).
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended, and the rules and regulations
thereunder.
Seller:
EMC in
its capacity as seller of the Mortgage Loans to the Depositor.
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 payable solely from interest collections 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:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Seller or its affiliate of the aggregate Maximum Probable Exposure of
the
outstanding Class A, Class M and Class B Certificates to the Interest Swap
Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be a percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A, Class M
and
Class B Certificates, prior to the distribution of the Principal Distribution
Amount on such Distribution Date.
Sixty-Day
Plus Delinquency Percentage:
With
respect to any Distribution Date, is the arithmetic average for each of the
three successive Distribution Dates ending with the applicable Distribution
Date
of the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more
days Delinquent in the payment of principal or interest for the relevant
Distribution Date, including any Mortgage Loans in foreclosure, REO and Mortgage
Loans with a related Mortgagor subject to bankruptcy proceedings, and the
denominator of which is the aggregate Stated Principal Balance of all of
the
Mortgage Loans immediately preceding such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution
Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan
during
each Due Period ending prior to such Distribution Date (and irrespective
of any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
(iii) all Liquidation Proceeds to the extent applied by the 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 calendar month immediately preceding such
Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred
during the prior calendar month. The Stated Principal Balance of a Liquidated
Loan equals zero.
Stepdown
Date:
The
earlier to occur of (I) the first Distribution Date following the Distribution
Date for which the Certificate Principal Balance for each of the Class A
Certificates has been reduced to zero, and (II) the later to occur of (a)
the
Distribution Date in October 2009 or (b) the first Distribution Date on which
the Current Specified Enhancement Percentage is greater than or equal to
51.20%.
Subordinated
Certificates:
The
Class M, Class B, Class C and Residual Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 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).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 8.02.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement and the Swap Account. For the
avoidance of doubt, the Supplemental Interest Trust, the Swap Agreement, the
Swap Account and the Swap Administration Agreement do not constitute parts
of
the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle, not in its individual capacity but solely in its capacity as
supplemental interest trust trustee under the Swap Administration Agreement
and
the Swap Agreement and any successor thereto, and any corporation or national
banking association resulting from or surviving any consolidation or merger
to
which it or its successors may be a party and any successor supplemental
interest trust trustee as may from time to time be serving as successor
supplemental interest trust trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
acting as swap administrator under the Swap Administration
Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated September 29, 2006, pursuant to which
the
Swap Administrator will make payments to the Swap Provider and the Class A,
Class M and Class B Certificateholders, and certain other payments, as such
agreement may be amended or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement between the Swap Provider and Supplemental Interest
Trust Trustee, acting as trustee on behalf of the Supplemental Interest Trust,
together with any schedules, confirmations or other agreements relating thereto,
attached hereto as Exhibit M.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 10.01.
Swap
Provider:
The
swap provider under the Swap Agreement either (a) entitled to receive payments
from the Swap Administrator from amounts payable by the Trust Fund under this
Agreement or (b) required to make payments to the Swap Administrator for payment
to the Trust Fund, in either case pursuant to the terms of the Swap Agreement,
and any successor in interest or assign. Initially, the Swap Provider shall
be
Bear Xxxxxxx Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transfer
Affidavit:
As
defined in Section 6.02.
Trigger
Event:
With
respect to any Distribution Date, a “ Trigger Event” shall have occurred if any
of the following tests is not satisfied: (i) the Sixty-Day Plus Delinquency
Percentage is less than 15.50% of the Current Specified Enhancement Percentage,
or (ii) (A) for any Distribution Date from and including the Distribution Date
in October 2008 to and including the Distribution Date in September 2009, the
Cumulative Realized Loss Percentage for such Distribution Date is less than
2.30% plus an additional 1/12th of 2.90% for each Distribution Date thereafter
up to and including the Distribution Date in September 2009, (B) for any
Distribution Date from and including the Distribution Date in October 2009
to
and including the Distribution Date in September 2010, the Cumulative Realized
Loss Percentage for such Distribution Date is less than 5.20% plus an additional
1/12th of 2.30% for each Distribution Date thereafter up to and including the
Distribution Date in September 2010, (C) for any Distribution Date from and
including the Distribution Date in October 2010 to and including the
Distribution Date in September 2011, the Cumulative Realized Loss Percentage
for
such Distribution Date is less than 7.50% plus an additional 1/12th of 1.50%
for
each Distribution Date thereafter up to and including the Distribution Date
in
September 2011, (D) for any Distribution Date from and including the
Distribution Date in October 2011 to and including the Distribution Date in
September 2012, the Cumulative Realized Loss Percentage for such Distribution
Date is less than 9.00% plus an additional 1/12th of 0.50% for each Distribution
Date thereafter up to and including the Distribution Date in September 2012,
and
(E) for any Distribution Date thereafter, the Cumulative Realized Loss
Percentage for such Distribution Date is less than 9.50%.
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 Reserve Fund and the Protected
Account and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) property that secured a Mortgage Loan and has been
acquired by foreclosure, deed in lieu of foreclosure or otherwise; (iv) the
mortgagee’s rights under the Insurance Policies with respect to the Mortgage
Loans; (v) the rights under the Swap Administration Agreement relating to the
Certificates; (vi) the rights under the Mortgage Loan Purchase Agreement; and
(vii) all proceeds of the foregoing, including proceeds of conversion, voluntary
or involuntary, of any of the foregoing into cash or other liquid property.
The
Reserve Fund shall constitute an asset of the Trust Fund but will not be
included in REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V.
Trustee:
LaSalle, 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 0.0250%
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.
Trustee
Information:
As
defined in Section 3.16.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
in
Section 1.02).
Uncertificated
Notional Amount:
With
respect to the Class C Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest IO) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through 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-45-A
|
|
10
|
I-10-A
through I-45-A
|
|
11
|
I-11-A
through I-45-A
|
|
12
|
I-12-A
through I-45-A
|
|
13
|
I-13-A
through I-45-A
|
|
14
|
I-14-A
through I-45-A
|
|
15
|
I-15-A
through I-45-A
|
|
16
|
I-16-A
through I-45-A
|
|
17
|
I-17-A
through I-45-A
|
|
18
|
I-18-A
through I-45-A
|
|
19
|
I-19-A
through I-45-A
|
|
20
|
I-20-A
through I-45-A
|
|
21
|
I-21-A
through I-45-A
|
|
22
|
I-22-A
through I-45-A
|
|
23
|
I-23-A
through I-45-A
|
|
24
|
I-24-A
through I-45-A
|
|
25
|
I-25-A
through I-45-A
|
|
26
|
I-26-A
through I-45-A
|
|
27
|
I-27-A
through I-45-A
|
|
28
|
I-28-A
through I-45-A
|
|
29
|
I-29-A
through I-45-A
|
|
30
|
I-30-A
through I-45-A
|
|
31
|
I-31-A
through I-45-A
|
|
32
|
I-32-A
through I-45-A
|
|
33
|
I-33-A
through I-45-A
|
|
34
|
I-34-A
through I-45-A
|
|
35
|
I-35-A
through I-45-A
|
|
36
|
I-36-A
through I-45-A
|
|
37
|
I-37-A
through I-45-A
|
|
38
|
I-38-A
through I-45-A
|
|
39
|
I-39-A
through I-45-A
|
|
40
|
I-40-A
through I-45-A
|
|
41
|
I-41-A
through I-45-A
|
|
42
|
I-42-A
through I-45-A
|
|
43
|
I-43-A
through I-45-A
|
|
44
|
I-44-A
through I-45-A
|
|
45
|
I-45-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC V Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests and Class C Interest outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest and Class C Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated principal balance. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests shall be reduced by all
distributions of principal made on such REMIC Regular Interests on such
Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 6.05, and the Uncertificated Principal Balance
of
REMIC II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 6.07(c)(1)(ii). The Uncertificated Principal Balance of
each
REMIC Regular Interest and Class C Interest shall never be less than zero.
With
respect to the Class C Interest as of any date of determination, an amount
equal
to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M and Class B Certificates
then outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I 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 Mortgage Loans multiplied by 2, subject to a maximum rate of
10.0940%. 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 Mortgage Loans over (2) 10.0940%, and (y) 0.00% per annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding Certificate
and REMIC II Regular Interest 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-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
6
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A” for such Distribution Date, over (y) 2
multiplied by Swap LIBOR.
Unpaid
Realized Loss Amount:
With
respect to any Class A Certificates and as to any Distribution Date is the
excess of Applied Realized Loss Amounts with respect to such Class over the
sum
of all distributions in reduction of the Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to the Class A Certificates
in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 92% to the Class A, Class M and Class B Certificates, (ii)
3%
to the Class C Certificates until paid in full, (iii) 1% to each of the Class
X,
Class R-1, Class R-2, Class R-3 Certificates and Class RX Certificates, with
the
allocation among the Certificates (other than the Class X, Class C and Residual
Certificates) to be in proportion to the Certificate Principal Balance of each
Class relative to the Certificate Principal Balance of all other such Classes.
Voting Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, National Association, and any successor thereto.
Xxxxx
Fargo Custodial Agreement:
The
custodial agreement, dated as of September 29, 2006, among the Depositor, EMC,
as seller and as Master Servicer, the Trustee and Xxxxx Fargo, as a Custodian,
in substantially the form of Exhibit J hereto.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M,
Class B and Class C Certificates for any Distribution Date, the aggregate amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments
by
the Master Servicer pursuant to Section 5.02) and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first, to the Class C Interest based on, and to the extent
of, one month’s interest at the then applicable Pass-Through Rate on the
Uncertificated Notional Amount thereof, and thereafter, among the Class A,
Class
M and Class B Certificates, in each case on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I 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 the Mortgage Loans for any Distribution Date 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 second, 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 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 Mortgage Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC II Regular
Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal
to
the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among REMIC II Regular Interest AA, each REMIC II Regular Interest
for which a Class A, Class M or Class B Certificate is the Corresponding
Certificate and REMIC II Regular Interest ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
set over and otherwise conveyed to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the assets sold by it in
the
Trust Fund.
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,
or caused to be delivered to and deposited with, the Trustee or the Custodian,
as its agent, the following documents or instruments with respect to each
Mortgage Loan so assigned: (i) the original Mortgage Note, including any
riders
thereto, endorsed without recourse (A) in blank or to the order of “LaSalle
Bank National Association, as Trustee for Certificateholders of Bear Xxxxxxx
Mortgage Funding Trust 2006-SL3, Mortgage-Backed Certificates, Series
2006-SL3,”
or
(B) in the case of a loan registered on the MERS system, in blank, and in
each
case showing an unbroken chain of endorsements from the original payee thereof
to the Person endorsing it to the Trustee, (ii) the original Mortgage and,
if
the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and
language indicating that such Mortgage Loan is a MOM Loan, which shall have
been
recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original
is not available, a copy), with evidence of such recording indicated thereon
(or
if clause (x) in the proviso below applies, shall be in recordable form),
(iii)
unless the Mortgage Loan is either a MOM Loan or has been assigned in the
name
of MERS®, the assignment (either an original or a copy, which may be in the form
of a blanket assignment if permitted in the jurisdiction in which the Mortgaged
Property is located) to the Trustee of the Mortgage with respect to each
Mortgage Loan in the name of “LaSalle Bank National Association, as Trustee for
Certificateholders of Bear Xxxxxxx Mortgage Funding Trust 2006-SL3,
Mortgage-Backed Certificates, Series 2006-SL3,” which shall have been recorded
(or if clause (x) in the proviso below applies, shall be in recordable form),
(iv) an original or a copy of all intervening assignments of the Mortgage,
if
any, with evidence of recording thereon, (v) with
respect to any Mortgage Loan (other than any Piggyback Loan), the original
policy of title insurance or mortgagee’s certificate of title insurance or
commitment or binder for title insurance or, in the event such original title
policy has not been received from the title insurer, such title policy will
be
delivered within one year of the Closing Date or, in the event such original
title policy is unavailable, a photocopy of such title policy or, in lieu
thereof, a current lien search on the related Mortgaged Property; and with
respect to any Piggyback Loan, the original policy of title insurance or
mortgagee’s certificate of title insurance or commitment or binder for title
insurance issued as to the related first lien Mortgage Loan or, in lieu
thereof, a lien search on the related Mortgaged Property that was conducted
in
connection with the related first lien Mortgage Loan and
(vi)
originals or copies of all available assumption, modification or substitution
agreements, if any; provided, however, that in lieu of the foregoing, the
Seller
may deliver the following documents, under the circumstances set forth below:
(x) if any Mortgage (other than the Mortgages related to the EMC Flow Loans),
assignment thereof to the Trustee or in blank, or intervening assignments
thereof have been delivered or are being delivered to recording offices for
recording and have not been returned in time to permit their delivery as
specified above, the Depositor may deliver, or cause to be delivered, a true
copy thereof with a certification by such Seller or the title company issuing
the commitment for title insurance, on the face of such copy, substantially
as
follows: “Certified to be a true and correct copy of the original, which has
been transmitted for recording”;
(y) in lieu of the Mortgage (other than the Mortgages related to the EMC
Flow
Loans), assignment or intervening assignments thereof, if the applicable
jurisdiction retains the originals of such documents (as evidenced by a
certification from the Depositor to such effect) the Depositor may deliver,
or
cause to be delivered, photocopies of such documents containing an original
certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; and
(z)
in lieu of the Mortgage Notes relating to the Mortgage Loans identified in
the
list set forth in Exhibit I, the Depositor may deliver, or cause to be
delivered, a lost note affidavit and indemnity and a copy of the original
note,
if available; and provided, further, however, that in the case of Mortgage
Loans
which have been prepaid in full after the Cut-Off Date and prior to the Closing
Date, the Depositor, in lieu of delivering the above documents, may deliver,
or
cause to be delivered, to the Trustee and the Custodian a certification of
a
Servicing Officer to such effect and in such case shall deposit all amounts
paid
in respect of such Mortgage Loans, in the Protected Account or in the
Distribution Account on the Closing Date. In the case of the documents referred
to in clause (x) above, the Depositor shall deliver, or cause to be delivered,
such documents to the Trustee or the Custodian promptly after they are
received.
The
Seller 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 the Seller 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 its
successors and assigns. In the event that the Seller, 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, the Seller
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, the Seller 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 the Seller 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. The Seller 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.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee or the Custodian on its behalf are and shall be held by or on behalf
of
the Seller or the Depositor, as the case may be, in trust for the benefit of
the
Trustee on behalf of the Certificateholders. Any such original document
delivered to or held by the Depositor, shall be delivered promptly to the
Custodian on the Trustee’s behalf.
Whenever
it is provided for in this Agreement that any document, evidence or information
relating to a Mortgage Loan to be included in a Mortgage File be delivered
or
supplied to the Trustee, such delivery or supply shall be made to the Custodian
pursuant to the Custodial Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a Custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver an Initial Certification, in the form of Exhibit
One
to the Custodial Agreement, 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 the Seller,
the
Master Servicer and the Trustee an Interim Certification, substantially in
the
form of Exhibit Two to the Custodial Agreement. In conducting such review,
the
Trustee or the Custodian on its behalf will ascertain whether all required
documents have been executed and received and whether those documents relate,
determined on the basis of the Mortgagor name, original principal balance
and
loan number, to the Mortgage Loans identified in Exhibit B to this Agreement,
as
supplemented (provided, however, that with respect to those documents described
in subclauses (iv) and (vi) of Section 2.01, such obligations shall extend
only
to documents actually delivered pursuant to such subclauses). In performing
any
such review, the Trustee and the Custodian may conclusively rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon. If the Trustee or the Custodian
on its behalf finds any document constituting part of the Mortgage File not
to
have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B or to appear to be defective on its face, the Trustee
or
the Custodian on its behalf shall include such information in the exception
report attached to the Interim Certification. Within
90
days from the date of notice from the Trustee of the defect, the Seller
shall correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Seller may substitute for the related
Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or shall deliver to the Trustee an Opinion of Counsel addressed to
the
Trustee to the effect that such defect does not materially or adversely affect
the interests of the Certificateholders in such Mortgage Loan. If the Seller
fails to correct or cure the defect or deliver such opinion within such period,
the Seller will, subject to Section 2.03, within such 90-day period purchase
such Mortgage Loan at the Purchase Price; provided, however, that if such
defect
relates solely to the inability of the Seller to deliver the Mortgage,
assignment thereof to the Trustee or in blank, 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, the Seller 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 the Seller,
the Master Servicer and the Trustee one or more Final Certifications, each
substantially in the form of Exhibit Three to the Custodial Agreement. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether each document required to be recorded has been returned
from
the recording office with evidence of recording thereon and the Trustee or
the
Custodian on its behalf has received either an original or a copy thereof,
as
required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to
such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance
and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Seller. Within 90 days from the date of notice
from
the Trustee of the defect, the Seller shall correct or cure any such defect
or,
if prior to the end of the second anniversary of the Closing Date, the Seller
may substitute for the related Mortgage Loan a Replacement Mortgage Loan,
which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel
addressed to the Trustee to the effect that such defect does not materially
or
adversely affect the interests of Certificateholders in such Mortgage Loan.
If
the Seller 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, the Seller 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 the Seller 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,
the Seller 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, all of which shall be performed by the Custodian pursuant
to the
Custodial Agreement, and the Trustee is hereby authorized and directed to
enter
into such Custodial Agreement. Performance by the Custodian of its obligations
under the Custodial Agreement shall satisfy all responsibilities for custody
and
review of Mortgage Files hereunder. The Trustee shall have no liability for
the
failure of the Custodian to perform its obligations under the Custodial
Agreement.
(c) In
the
event that a Mortgage Loan is purchased by the Seller in accordance with
Sections 2.02(a) or (b) above or Section 2.03, the Seller 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 the Seller 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 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) The
Seller 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 Sections 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 (a) the execution, delivery or
enforceability of this Agreement (b) its ability to service the EMC Mortgage
Loans, (c) to perform any of its other obligations under this Agreement in
accordance with the terms hereof, (d) its business operations, financial
conditions, or properties or assets owned by it, or (e) its ability to carry
on
its business as now conducted.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) The
servicing practices used by the Master Servicer in respect of each Mortgage
Loan
have been, and will continue to be, compliant in all material respects with
applicable laws and regulations.
(viii) As
of the
Closing Date and except as has been otherwise disclosed to the Depositor, or
disclosed in any public filing: (1) no default or servicing related performance
trigger has occurred as to any other Pass-Through Transfer due to any act or
failure to act of the Master Servicer; (2) no material noncompliance with
applicable servicing criteria as to any other Pass-Through Transfer has
occurred, been disclosed or reported by the Master Servicer; (3) the Master
Servicer has not been terminated as servicer in a residential mortgage loan
Pass-Through Transfer, either due to a servicing default or to application
of a
servicing performance test or trigger; (4) no material changes to the Master
Servicer’s servicing policies and procedures for similar loans have occurred in
the preceding three years outside of the normal changes warranted by regulatory
and product type changes in the portfolio; (5) there are no aspects of the
Master Servicer’s financial condition that could have a material adverse impact
on the performance by the Master Servicer of its obligations hereunder; (6)
there are no legal proceedings pending, or known to be contemplated by
governmental authorities, against the Master Servicer that could be material
to
investors in the securities issued in such Pass-Through Transfer; and (7) there
are no affiliations, relationships or transactions relating to the Master
Servicer of a type that are described under Item 1119 of Regulation
AB.
(ix) If
so
requested by the Depositor on any date, the Master Servicer shall, within five
Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in clause (a)(vii) of this Section
or,
if any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(x) As
a
condition to the succession to the Master Servicer or any subservicer as
servicer or subservicer under this Agreement by any Person (i) into which the
Master Servicer or such subservicer may be merged or consolidated, or (ii)
which
may be appointed as a successor to the Master Servicer or any subservicer,
the
Master Servicer shall provide to the Depositor, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice
to
the Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.
(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
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 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 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 the Seller 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) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default under,
the
terms of any other material agreement or instrument to which the Depositor
is a
party or by which it may be bound or (C) constitute a material violation of
any
statute, order or regulation applicable to the Depositor of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Depositor; and the Depositor is not in breach or violation of any
material indenture or other material agreement or instrument, or in violation
of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms hereof
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or 15(d)
of
the Exchange Act during the preceding 12 months (or for such shorter period
that
the Depositor was required to file such reports) and it has been subject to
such
filing requirement for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Sellers, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Seller delivers to the Trustee an Opinion of Counsel, addressed
to
the Trustee, to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on “prohibited transactions” of REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the Closing
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively,
or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail
to qualify as a REMIC at any time that any Certificates are outstanding. Any
Mortgage Loan as to which repurchase or substitution was delayed pursuant to
this paragraph shall be repurchased or the substitution therefor shall occur
(subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
the
occurrence of a default or a default becoming reasonably foreseeable with
respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion
of
Counsel addressed to the Trustee 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 and the other assets of REMIC II for the benefit of the
holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests (which are
uncertificated) and the other assets of REMIC II and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC II Regular Interests and the Class R-2 Certificates.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the Regular Certificates (other than the Class C Certificates),
the
Class C Interest, the Class IO Interest and the Class R-3 Certificates. The
Trustee acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the Regular Certificates (other than the Class C Certificates), the Class C
Interest, the Class IO Interest and the Class R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
C Interest for the benefit of the Holders of the Class C Certificates and Class
RX Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges
receipt of the Class C Interest (which is uncertificated) and declares that
it
holds and will hold the same in trust for the exclusive use and benefit of
the
Holders of the Class C Certificates and Class RX Certificates (in respect of
the
Class R-4 Interest).
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest for the benefit of the holders of the REMIC V Regular Interest
IO
and Class RX Certificates (in respect of the Class R-5 Interest). The Trustee
acknowledges receipt of the Class IO Interest (which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the holders of the REMIC V Regular Interest IO and Class RX
Certificates (in respect of the Class R-5 Interest).
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, created hereunder (the “Trust”), is to engage
in the following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom for the benefit of the Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
the other assets of the Trust Fund;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF 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 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 Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balance under the 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.
All
funds
collected or held by, or under the control of, the Master Servicer, in respect
of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, shall be held
by
the Master Servicer for and on behalf of the Trustee and the Certificateholders
and shall be and remain the sole and exclusive property of the Trustee;
provided, however, that the Master Servicer shall be entitled to setoff 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
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 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
shall be deposited in the Protected Account, 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, 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.
In
addition, subject to this Section 3.09, the Master Servicer must charge off
a
Mortgage Loan at the time such Mortgage Loan becomes 180 days Delinquent
unless
the Master Servicer reasonably believes that it may be able to obtain a net
recovery through foreclosure proceedings or other conversion of the related
Mortgage Loan. Once a Mortgage Loan is charged off, the Master Servicer shall
not be entitled to any additional Servicing Fee for such Mortgage Loan, except
to the extent of any unpaid Servicing Fees and expenses which shall be
reimbursable from any recoveries on such Mortgage Loan, and the Mortgage
Loan
shall be treated as a Liquidated Mortgage Loan giving rise to a Realized
Loss.
Unless
specific Subsequent Recoveries are anticipated, as applicable, on a particular
Mortgage Loan that is charged off as described in the preceding paragraph,
such
charged off Mortgage Loan will be released from the Trust Fund, and will
be
transferred to the Class X Certificateholders. If any Subsequent Recoveries
are
anticipated on such charged off Mortgage Loans the release of such Mortgage
Loan
from the Trust Fund will be delayed until the Distribution Date after receipt
of
such Subsequent Recoveries. After the release of any charged off Mortgage
Loan,
the Class X Certificateholders will be entitled to any amounts subsequently
received in respect of any such released Mortgage Loans, subject to any fees
or
expenses owed to the Master Servicer. Such Class X Certificateholder may
designate any servicer to service any such released mortgage loan and the
Class
X Certificateholder may sell any such released Mortgage Loan to a third party.
To the extent the servicing of such released Mortgage Loan is not transferred
from the Master Servicer, the servicing of such released Mortgage Loan and
the
fees therefor shall be governed by this Agreement.
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
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
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 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 or REMIC
V as defined in Section 860F of the Code or cause any of REMIC I, REMIC II,
REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that
any Certificates are outstanding, in which case the Trust Fund may continue
to
hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel). Notwithstanding any other provision of this Agreement,
no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or
on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or (ii) subject any of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the 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. To the extent the income received
during a Prepayment Period is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related
Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a 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
shall
be retained by the Master Servicer as additional servicing
compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of Liquidation Proceeds or any income from an 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, 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 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 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 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 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 (or otherwise make available)
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 thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
In the event that the Master Servicer or the Trustee has delegated any servicing
responsibilities with respect to the Mortgage Loans to a subservicer or
subcontractor, such servicer or subcontractor shall be directed by such
delegating party to deliver a similar Annual Statement of Compliance by such
subservicer or subcontractor to the Master Servicer, the Depositor and the
Trustee as described above as and when required with respect to the Master
Servicer and the Trustee.
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 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. 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.
In
the
event the Master Servicer, the Trustee or any subservicer or subcontractor
engaged by either such party is terminated or resigns pursuant to the terms
of
the Agreement, or any other applicable agreement in the case of a subservicer
or
subcontractor, as the case may be, such party shall provide an Annual Statement
of Compliance pursuant to this Section 3.13 or to the related section of such
other applicable agreement, as the case may be, as to the performance of its
obligations with respect to the period of time it was subject to this Agreement
or any other applicable agreement, as the case may be notwithstanding any such
termination or resignation.
Section
3.14 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, each
of
the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”)
at its own expense shall deliver to the Trustee, the Master Servicer and the
Depositor on or before March 15th
of
each
calendar year beginning in 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 O hereto, and which will also be attached to the Assessment
of Compliance, to assess compliance with the Servicing Criteria applicable
to
the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
such Attesting Party, which statement shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such Attesting Party, that are backed by the same
asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit O hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund.
On
or
before March 15th of each calendar year beginning in 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 O and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor (as defined in the
related servicing agreement), an Assessment of Compliance is not required to
be
delivered unless it is required as part of a Form 10-K with respect to the
Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Master
Servicer shall (and shall cause each subservicer engaged by it to) provide
the
following information to the Depositor and the Trustee: (A) any Event of Default
hereunder and any subservicer event of default under the terms of the related
Subservicing Agreement, (B) any merger, consolidation or sale of substantially
all of the assets of the Master Servicer or, to the best of the Master
Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry
into an agreement with a subservicer to perform or assist in the performance
of
any of the Master Servicer’s obligations.
In
addition, the Master Servicer, shall cause each subservicer engaged by it to
provide the following information to the Depositor and the Trustee, to the
extent applicable, within the timeframes that the Master Servicer would
otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
Failure
of the Master Servicer 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. Failure of
the
Trustee to comply with this Section 3.14 (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.
In
the
event the Master Servicer, the Custodian, the Trustee or any subservicer or
subcontractor engaged by any such party is terminated, assigns its rights and
obligations under, or resigns pursuant to, the terms of the Agreement, the
Custodial Agreement, or any other applicable agreement in the case of a
subservicer or subcontractor, as the case may be, such party shall provide
an
Assessment of Compliance and cause to be provided an Attestation Report pursuant
to this Section 3.14 or to the related section of such other applicable
agreement, as the case may be, notwithstanding any such termination, assignment
or resignation.
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 (subject to permitted exceptions under the
Exchange Act), the Trustee shall, in accordance with industry standards, prepare
and file with the Commission via the Electronic Data Gathering and Retrieval
System (“XXXXX”), a Form 10-D, signed by the Master Servicer, with a copy of the
Monthly Statement to be furnished by the Trustee to the Certificateholders
for
such Distribution Date attached thereto; provided that the Trustee shall have
received no later than seven (7) calendar days after the related Distribution
Date, all information required to be provided to the Trustee as described in
clause (a)(ii) below. Any disclosure in addition to the Monthly Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall
be
reported by the parties set forth on Exhibit P to the Trustee and the Depositor
and approved by the Depositor pursuant to the paragraph immediately below,
and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure absent such reporting
(other than with respect to when it is the reporting party as set forth in
Exhibit P) 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)(iv) below, to the Trustee and the Depositor, to the extent known,
in
XXXXX-compatible format, or in such other format as otherwise agreed upon
by the
Trustee and the Depositor and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor
will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit P of their duties under this paragraph
or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable
out-of-pocket expenses incurred by the Trustee in
connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(B) After
preparing the Form 10-D, the Trustee shall, upon request or if such Form
10-D
includes any Additional Form 10-D Disclosure, forward electronically a
draft
copy of the Form 10-D to the Depositor and the Master Servicer for review.
No
later than two (2) Business Days prior to the 15th calendar day after the
related Distribution Date, a duly authorized officer of the Master Servicer
shall sign the Form 10-D and return an electronic or fax copy of such signed
Form 10-D (with an original executed hard copy to follow by overnight mail)
to
the Trustee. If a Form 10-D cannot be filed on time or if a previously
filed
Form 10-D needs to be amended, the Trustee will follow the procedures set
forth
in Section 3.16(a)(v). Promptly (but no later than one (1) Business Day)
after
filing with the Commission, the Trustee will make available on its internet
website identified in Section 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
either question should be "no." The Trustee shall be entitled to rely on
the
Depositor’s representations in Section 2.04(vi) in preparing and/or filing any
such Form 10-D. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under Sections 3.16(a)(i) and (v) related
to the
timely preparation and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their
duties
under such Sections. It is understood by the parties hereto that the performance
by the Trustee of its duties under this Section 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 or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from
the
failure of any party hereto to deliver on a timely basis, any information
needed
by the Trustee to prepare, arrange for execution or file such Form
10-D.
(iii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file, on behalf of the Trust, at the direction of the
Depositor, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file the initial Form 8-K in connection with the issuance of
the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit P to the Trustee and the Depositor and directed
and approved by the Depositor pursuant to the following paragraph, and the
Trustee will have no duty or liability for any failure hereunder to determine
or
prepare any Additional Form 8-K Disclosure absent such reporting (other than
with respect to when it is the reporting party as set forth in Exhibit P) and
approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, (i)
no
later than the end of business New York City time on the 2nd Business Day after
the occurrence of a Reportable Event the parties set forth in Exhibit P shall
be
required pursuant to Section 3.16(a)(iv) 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 Trustee has no duty under this Agreement to monitor or enforce the
performance by the other parties listed on Exhibit P of their duties under
this
paragraph or to proactively solicit or procure from such parties any Additional
Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable out-of-pocket expenses incurred by the Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section.
(C) After
preparing the Form 8-K, the Trustee shall, upon request, forward electronically
a draft copy of the Form 8-K to the Depositor and the Master Servicer for
review. No later than the end of business New York City time on the 3rd Business
Day after the Reportable Event, a duly authorized officer of the Master Servicer
shall sign the Form 8-K and return an electronic or fax copy of such signed
Form
8-K (with an original executed hard copy to follow by overnight mail) to
the
Trustee. If a Form 8-K cannot be filed on time or if a previously filed Form
8-K
needs to be amended, the Trustee will follow the procedures set forth in
Section
3.16(a)(v). Promptly (but no later than one (1) Business Day) after filing
with
the Commission, the Trustee will, make available on its internet website
identified in Section 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 Custodian and
any
subservicers or subcontractors strictly observing deadlines no later than
those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trustee of any necessary Form 8-K Disclosure Information
pursuant to the Custodial Agreement or any other applicable agreement. The
Trustee shall have no liability for any loss, expense, damage or claim arising
out of or with respect to any failure to properly prepare and/or timely file
such Form 8-K, where such failure results from the failure of any party hereto
to deliver on a timely basis, any information needed by the Trustee to prepare,
arrange for execution or file such Form 8-K.
(D) On
or
prior to the 90th day after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 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 Trustee, 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 Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian 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)(iii)(D) below. Any disclosure or information
in addition to (I) through (IV) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set
forth on Exhibit P to the Trustee and the Depositor and, pursuant to the
paragraph immediately below, approved by the Depositor, and the Trustee will
have no duty or liability for any failure hereunder to determine or prepare
any
Additional Form 10-K Disclosure absent such reporting (other than with respect
to when it is the reporting party as set forth in Exhibit P) and
approval.
(E) 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
P shall be required to provide pursuant to Section 3.16(a)(iv) below to the
Trustee and the Depositor, to the extent known, in XXXXX-compatible format,
or
in such other format as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of any Additional Form 10-K Disclosure,
if applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the other parties listed on Exhibit P of their
duties under this paragraph or to proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information. The Depositor will
be
responsible for any reasonable out-of-pocket expenses incurred by the Trustee
in
connection with including any Form 10-K Disclosure Information on Form 10-K
pursuant to this Section.
(F) After
preparing the Form 10-K, the Trustee shall, upon request, forward electronically
a draft copy of the Form 10-K to the Depositor and the Master Servicer for
review. Form 10-K requires the registrant to indicate (by checking "yes"
or
"no") that it (1) has filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been
subject to such filing requirements for the past 90 days. The Depositor shall
notify the Trustee in writing, no later than the fifteenth calendar day of
March
in any year in which the Trust is subject to the reporting requirements of
the
Exchange Act, if the answer to either question should be "no." The Trustee
shall
be entitled to rely on the Depositor’s representations in Section 2.04(vi) in
preparing and/or filing any such Form 10-K. No
later
than 12:00 p.m. New York City time on the 4th Business Day prior to the 10-K
Filing Deadline, a senior officer of the Master Servicer in charge of the
servicing function shall sign the Form 10-K and return an electronic or fax
copy
of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or
if a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 3.16(a)(v). Promptly (but no later than one
(1)
Business Day) after filing with the Commission, the Trustee will make available
on its internet website identified in Section 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 Section 3.16(a)(iii) related to the timely
preparation and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under
Section 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)(iii)
related
to the timely preparation, execution and filing of Form 10-K is also contingent
upon the Custodian and any subservicer or subcontractor strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-K Disclosure, any annual statement of compliance and any
assessment of compliance and attestation pursuant to the Custodial Agreement
or
any other applicable agreement. The Trustee shall have no liability for any
loss, expense, damage or claim arising out of or with respect to any failure
to
properly prepare and/or timely file such Form 10-K, where such failure results
from the failure of any party hereto to deliver on a timely basis, any
information needed by the Trustee to prepare, arrange for execution or file
such
Form 10-K.
(G) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall,
and the Master Servicer shall cause 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 or any subcontractor or subservicer is terminated pursuant to the
related servicing agreement, the Trustee, subcontractor or subservicer, as
applicable, shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 3.16(a)(iii) with respect to the period of time it
was
subject to this Agreement or the related servicing agreement, as
applicable.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
Q, 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 P 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 (iii) 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 P 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.
(v) (A)
On or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act.
(B) In
the
event that the Trustee is unable to timely file with the Commission all or
any
required portion of any Forms 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered
to it
or delivered to it after the delivery deadlines set forth in this Agreement
or
for any other reason, the Trustee 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)(v) related
to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Forms 8-K, 10-D or 10-K is contingent upon the Master Servicer and the
Depositor performing their duties under this Section. The Trustee shall have
no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
the failure of any party hereto to deliver on a timely basis, any information
needed by the Trustee to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with
the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 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, the 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. This
right
may be assigned by the Seller to a third party, including a holder of a
Class of
Certificates.
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 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 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) As
of the
Closing Date, the Trustee shall establish and maintain in the name of the
Supplemental Interest Trust Trustee, a separate trust for the benefit of the
Holders of the Class A, Class M, Class B and Class C Certificates and the Swap
Provider. The Supplemental Interest Trust shall hold the Swap Agreement, the
Swap Administration Agreement and the Swap Account. The
Swap
Account shall be an Eligible Account, and funds on deposit therein shall be
held
separate and apart from, and shall not be commingled with, any other moneys,
including, without limitation, other moneys of the Trustee held pursuant to
this
Agreement. In the absence of written investment instructions to the Trustee,
amounts on deposit in the Swap Account shall remain uninvested. In performing
its duties hereunder and under the Swap Agreement and the rights in respect
of
the Swap Administration Agreement, the Supplemental Interest Trust Trustee
shall
be entitled to the same rights, protections and indemnities as provided to
the
Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Reserve Fund on behalf
of
the Holders of the Certificates (other than the Class X Certificates). On
the
Closing Date, the Depositor shall cause an amount equal to the Reserve Fund
Deposit to be deposited into the Reserve Fund. The Reserve Fund must be an
Eligible Account. The Reserve Fund shall be entitled “ Reserve Fund, LaSalle
Bank National Association, as Trustee for the benefit of holders of Bear
Xxxxxxx
Mortgage Funding Trust 2006-SL3, Mortgage-Backed Certificates, Series 2006-SL3”.
The Trustee shall deposit in the Reserve Fund all payments received from
the
Swap Administrator that are payable to the Trust Fund pursuant to the Swap
Administration Agreement. On each Distribution Date, the Trustee shall remit
such amounts received from the Swap Administrator to the Holders of the Class
A,
Class M and Class B Certificates in the manner provided in clause (d) below.
In
addition, on each Distribution Date as to which there is a Basis Risk Shortfall
Carry Forward Amount payable to any Class of Class A, Class M or Class B
Certificates, the Trustee shall deposit the amounts distributable pursuant
to
clauses (C) and (D) of Section 5.04(a)(3) into the Reserve Fund, and the
Trustee
has been directed by the Class C Certificateholder to distribute any amounts
then on deposit in the Reserve Fund to the Holders of the Class A, Class
M or
Class B Certificates in respect of the Basis Risk Shortfall Carry Forward
Amounts for each such Class in the priorities set forth in clauses (C) and
(D)
of Section 5.04(a)(3). Any amount paid to the Holders of Class A, Class M
or
Class B Certificates from amounts distributable pursuant to clauses (C) and
(D)
of Section 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 C Certificateholder in respect of the Class C Certificates and paid
by the
Class C Certificateholder to the Holders of the Class A, Class M and Class
B
Certificates, as applicable. Any payments to the Holders of the Class A,
Class M
and Class B Certificates in respect of Basis Risk Shortfall Carry Forward
Amounts, whether pursuant to the second preceding sentence or pursuant to
clause
(d) below, shall not be payments with respect to a Regular Interest in a
REMIC
within the meaning of Section 860G(a)(1) of the Code.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event and to the extent not paid by
the
Swap Administrator on behalf of the Supplemental Interest Trust Trustee from
any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
payable by the Swap Administrator, on behalf of the Supplemental Interest Trust
Trustee, to the Swap Provider pursuant to the Swap Agreement shall be deducted
from Interest Funds, and to the extent of any such remaining amounts due, from
Principal Funds, prior to any distributions to the Certificateholders. On or
before each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Swap Account, first to make any Net Swap
Payment owed to the Swap Provider pursuant to the Swap Agreement for such
Distribution Date and for prior Distribution Dates, if any, and second to make
any Swap Termination Payment (not due to a Swap Provider Trigger Event and
to
the extent not paid by the Swap Administrator on behalf of the Supplemental
Interest Trust Trustee from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) owed to the Swap Provider pursuant to
the
Swap Agreement for such Distribution Date and for prior Distribution Dates,
if
any. For federal income tax purposes, such amounts paid to the Supplemental
Interest Trust on each Distribution Date shall first be deemed paid to the
Supplemental Interest Trust in respect of REMIC V Regular Interest IO to the
extent of the amount distributable on such REMIC V Regular Interest IO on such
Distribution Date, and any remaining amount shall be deemed paid to the
Supplemental Interest Trust in respect of a Class IO Distribution Amount. Any
Swap Termination Payment triggered by a Swap Provider Trigger Event owed to
the
Swap Provider pursuant to the Swap Agreement will be subordinated to
distributions to the Holders of the Class A, Class M and Class B Certificates
and the Swap Administrator shall pay the amount set forth in Section 5.04(a)(3)
to the Swap Provider. In addition, the Swap Administrator shall remit to the
Swap Provider any Swap Optional Termination Payment paid as part of the Mortgage
Loan Purchase Price and remitted to the Supplemental Interest Trust pursuant
to
Section 10.01.
(d) On
or
before each Distribution Date, Net Swap Payments payable by the Swap Provider
pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, will be deposited by the Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Trustee for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund to
distribute to the Offered Certificates and the Class B-4 Certificates in the
following order of priority:
(i) first,
to each
Class of Class A Certificates (a) 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) and (b)
to
pay any Unpaid Realized Loss Amounts for such class;
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class B-1, Class B-2, Class B-3 and Class B-4 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, in each case to the extent
due
to the interest portion of a Realized Loss;
(iii) third,
to pay
sequentially to the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates,
in
that order, any Basis Risk Shortfall Carry Forward Amounts for such Distribution
Date; and
(iv) fourth,
to pay
as principal to the Class A, Class M and Class B Certificates as part of the
Extra
Principal Distribution Amount
payable
under Section 5.04(a)(2) until the Overcollateralization Target Amount has
been
reached, to the extent not paid from Excess Cashflow 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 to the extent overcollateralization has been reduced
through Realized Losses.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Class C Certificateholder shall be the beneficial
owner of the Reserve Fund, subject to the power of the Trustee on behalf of
the
Trust to transfer amounts under Section 5.04. Amounts in the Reserve Fund shall,
at the written direction of the Class C Certificateholder to the Trustee, be
invested in Permitted Investments that mature no later than the Business Day
prior to the next succeeding Distribution Date. All net income and gain from
such investments shall be distributed to the Class C Certificateholders, not
as
a distribution in respect of any interest in any REMIC, on such Distribution
Date. In the absence of written instructions to the Trustee, amounts on deposit
in the Reserve Fund shall remain uninvested. All amounts earned on amounts
on
deposit in the Reserve Fund shall be taxable to the Class C Certificateholder.
Any losses on such investments shall be deposited in the Reserve Fund by the
Class C Certificateholder out of its own funds immediately as realized.
The
Swap
Account, which is created and maintained by the Swap Administrator pursuant
to
the Swap Administration Agreement, is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset
of
any REMIC created hereunder. The beneficial owner of the Swap Account is
identified, and other matters relating to the Swap Account are addressed, in
the
Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Certificates (other than the Class C,
Class
X
and
Class R Certificates) as having entered into a notional principal contract
with
respect to the Holders of the Class C Certificates. Pursuant to each such
notional principal contract, all Holders of Certificates (other than the Class
C, Class X and Class R Certificates) shall be treated as having agreed to pay,
on each Distribution Date, to the Holder of the Class C Certificates an
aggregate amount equal to the excess, if any, of (i) the amount payable on
such
Distribution Date on the REMIC III Regular Interest corresponding to such Class
of Certificates over (ii) the amount payable on such Class of Certificates
on
such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class
IO Distribution Amount payable from interest collections shall be allocated
pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC III Regular Interest
relating to such Certificate over (ii) the amount of interest payable to such
Certificate at a per annum rate equal to the Net WAC Cap Rate, and a Class
IO
Distribution Amount payable from principal collections shall be allocated to
the
most subordinate Class of Regular Certificates with an outstanding principal
balance to the extent of such balance. In addition, pursuant to such notional
principal contract, the Holder of the Class C Certificates shall be treated
as
having agreed to pay Basis Risk Shortfall Carry Forward Amounts with respect
to
the Holders of the Certificates (other than the Class C, Class X and Class
R
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Code Section 860G(a)(1). However, any payment from
the Certificates (other than the Class C, Class X and Class R Certificates)
of a
Class IO Distribution Amount shall be treated for tax purposes as having been
received by the Holders of such Certificates in respect of their interests
in
REMIC III and as having been paid by such Holders to the Swap Administrator
pursuant to the notional principal contract. Thus, each Certificate (other
than
the Class R Certificates and Class X Certificates) shall be treated as
representing not only ownership of a Regular Interest in REMIC III, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract.
(g) In
the
event that the Swap Agreement is terminated prior to the Distribution Date
in
June 2010, the Supplemental Interest Trust Trustee shall cause the Swap
Administrator to use reasonable efforts to appoint a successor swap provider
to
enter into a replacement interest rate swap agreement using any Swap Termination
Payments paid by the Swap Provider to the Swap Administrator, on behalf of
the
Supplemental Interest Trust Trustee, in connection with such termination,
and in
accordance with the terms of the Swap Administration Agreement. If the Swap
Administrator is unable to obtain a replacement interest rate swap agreement
within the period specified in the Swap Administration Agreement, any such
Swap
Termination Payments shall be used by the Swap Administrator, on behalf of
the
Supplemental Interest Trust Trustee, for payment to the Holders of the Class
A,
Class M and Class B Certificates or for such other purpose specified in the
Swap
Administration Agreement in accordance with the terms thereof.
(h) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall immediately, but no later than the next Business Day following
such failure, breach, or occurrence, notify the Depositor and send any notices
and make any demands, on behalf of the Supplemental Interest Trust, in
accordance with the Swap Agreement.
(i) In
the
event that the Swap Provider’s obligations are at any time guaranteed by a third
party under a guaranty relating to the Swap Agreement (such guaranty the
“Guaranty” and such third party the “Guarantor”), then to the extent that the
Swap Provider fails to make any payment required under the terms of the
Swap
Agreement, the Supplemental Interest Trust Trustee shall immediately demand
that
the Guarantor make any and all payments then required to be made by the
Guarantor pursuant to such Guaranty. The Swap Provider or the Depositor
shall
promptly provide the Supplemental Interest Trust Trustee with a copy of
such
Guaranty.
(j) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the related replacement interest rate swap agreement to the
Depositor.
Section
3.22 Tax
Treatment of Class
IO Distribution Amounts in the Event of Resecuritization of Class A, Class
M or
Class B Certificates.
In
the
event that any Class A, Class M or Class B Certificate is resecuritized in
a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC III Regular Interest corresponding to such Class A, Class
M or Class B Certificate shall for, the avoidance of doubt, be deemed to include
the related Class IO Distribution Amount, and (ii) to the extent provided in
the
operative documents for the Resecuritization REMIC, (a) payments on the “regular
interests” issued by the Resecuritization REMIC shall be deemed to include in
the aggregate such Class IO Distribution Amount, and (b) such Class IO
Distribution Amount shall be deemed paid to the Holder of the Class C
Certificates pursuant to a notional principal contract entered into by the
holders of one or more “regular interests” issued by the Resecuritization REMIC
(“Resecuritization Holders”) and the Holder of the Class C Certificates. In such
event, Class IO Distribution Amounts deemed paid by Resecuritization Holders
under clause (b) of the immediately preceding sentence shall be paid on behalf
of such holders pursuant to Section 3.21(c) hereof.
Section
3.23 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 3.23, 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 3.23(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 3.23. 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 3.23 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 3.23, 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.
Section
3.24 Solicitations.
From
and
after the Closing Date, the Servicer agrees that it will not take any
action or permit or cause any action to be taken by any of its agents and
Affiliates, or by any independent
contractors or independent mortgage brokerage companies on the Servicer's
behalf,
to personally, by telephone, mail or electronic mail, solicit the Mortgagor
under any Mortgage
Loan for the purpose of refinancing such Mortgage Loan; provided, that the
Servicer
may solicit any Mortgagor for whom the Servicer has received a request for
verification
of mortgage, a request for demand for payoff, a mortgagor initiated written
or
verbal communication
indicating a desire to prepay the related Mortgage Loan, another mortgage
company
has pulled a credit report on the mortgagor or the mortgagor initiates a
title
search; provided
further, it is understood and agreed that promotions undertaken by the Servicer
or
any of
its Affiliates which (i) concern optional insurance products or other additional
products or
(ii)
are directed to the general public at large, including, without limitation,
mass
mailings based
on
commercially acquired mailing lists, newspaper, radio and television
advertisements shall
not
constitute solicitation under this Section, nor is the Servicer prohibited
from
responding
to unsolicited requests or inquiries made by a Mortgagor or an agent of a
Mortgagor. Furthermore,
the Servicer shall be permitted to include in its monthly statements to
borrowers
or otherwise, statements regarding the availability of the Servicer's counseling
services
with respect to refinancing mortgage loans.
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, the Master Servicer may also waive, modify or vary any term of
any
Mortgage Loan or consent to the postponement of strict compliance with any
such
term or in any manner grant indulgence to any mortgagor, including without
limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding
such amount to the outstanding principal balance of the Mortgage Loan, (2)
defer
such amounts to a later date or the final payment date of such Mortgage Loan,
(3) extend the maturity of any such Mortgage Loan, but in no instance past
the
date on which the final payment is due on the latest maturing Mortgage Loan
as
of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject to
clause (y) below), provided that, in the Master Servicer’s determination, such
waiver, modification, postponement or indulgence is not materially adverse
to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), or (y) the 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 or REMIC V,
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.
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 Class C Certificates, by remitting such amount
to
the Trustee by the Distribution Account Deposit Date.
(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, Bear Xxxxxxx Mortgage
Funding Trust, Mortgage-Backed Certificates, Series 2006-SL3”. 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) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) 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) 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) 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) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.05;
(vi) any
Prepayment Charges collected on the Mortgage Loans; and
(vii) 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 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,
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 funds deposited in the Protected Account
shall
be held in trust for the 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
Seller, 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 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
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, the Supplemental Interest Trust Trustee 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) to
make
distributions to the Swap Administrator for payment to the 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 and Principal
Funds in the Distribution Account to the Holders of the Certificates in
accordance with Section 5.04.
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. Each such Advance shall be
remitted to the Distribution Account 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 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.
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 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 to the
Distribution Account. Any funds so applied and transferred shall be replaced
by
the Master Servicer by deposit in the Distribution Account, 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 discontinue making advances with respect to any Mortgage
Loan that becomes 60 days Delinquent. If the Master Servicer determines that
an
Advance would be recoverable through foreclosure proceedings or other conversion
of the related Mortgage Loan that becomes 60 days Delinquent, the Master
Servicer may continue making Advances on such Mortgage Loan.
The
Master Servicer shall be entitled to be reimbursed from the Protected Account
for all Advances of its own funds made pursuant to this Section as provided
in
Section 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, or any other Successor Master Servicer appointed hereunder,
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, 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 the 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
Certificateholders.
Section
5.03 REMIC
Distributions.
On
each
Distribution Date, the Trustee shall be deemed to have allocated distributions
to the REMIC Regular Interests and the REMIC III 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 such Distribution Date shall be withdrawn by
the
Trustee from the Distribution Account and distributed in the following order
of
priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) to
the
Class A Certificates, the Current Interest and any Interest Carry Forward Amount
for such Class,
based
on the entitlement of such Class; and
(B) from
remaining Interest Funds, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class
B-4
Certificates, in that order, the Current Interest for each such
Class.
Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount shall be applied as Excess Cashflow 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 to the extent not covered by Compensating Interest will
be
allocated as set forth in the definition of “Current Interest”
herein.
(2) Principal
Funds, including any Extra Principal Distribution Amount, shall be distributed
in the following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
(i) To
the
Class A Certificates, the Principal Distribution Amount for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(v) To
the
Class M-4 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(vi) To
the
Class M-5 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(vii) To
the
Class M-6 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(viii) To
the
Class B-1 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(ix) To
the
Class B-2 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(x) To
the
Class B-3 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero; and
(xi) To
the
Class B-4 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
(i) To
the
Class A Certificates, the Class A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balance thereof is reduced
to
zero;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(v) To
the
Class M-4 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vi) To
the
Class M-5 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-5 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vii) To
the
Class M-6 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class M-6 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(viii) To
the
Class B-1 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class B-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(ix) To
the
Class B-2 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class B-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(x) To
the
Class B-3 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class B-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
and
(xi) To
the
Class B-4 Certificates, from any remaining Principal Distribution Amount for
such Distribution Date, the Class B-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(3) Any
Excess Cashflow shall be distributed in the following manner and order of
priority:
(A) to
the
Class A Certificates, (a) first,
any
remaining Interest Carry Forward Amount due with respect to such Class to the
extent not fully paid pursuant to clause (a)(1)(A) above and Section 3.21(d),
and (b) second,
any
Unpaid Realized Loss Amount for such Class for such Distribution Date in
accordance with the Applied Realized Loss Amount allocated to such Class to
the
extent not fully paid pursuant to Section 3.21(d);
(B) from
any
remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class
B-4
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 otherwise distributable to the Class C Interest and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
A
Certificates, any Basis Risk Shortfall Carry Forward Amount for such Class
for
such Distribution Date to the extent not fully paid pursuant to Section 3.21(d)
and to the extent such amount exceeds the amounts then on deposit in the Reserve
Fund, and (ii) second, to maintain a balance in the Reserve Fund equal to the
Reserve Fund Deposit;
(D) from
any
remaining Excess Cashflow otherwise distributable to the Class C Interest and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class
B-2, Class B-3 and Class B-4 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 fully paid pursuant to Section
3.21(d) and to the extent such amount exceeds the amounts then on deposit in
the
Reserve Fund, and (ii) second, to maintain a balance in the Reserve Fund equal
to the Reserve Fund Deposit;
(E) from
any
remaining Excess Cashflow, sequentially to the Class A, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3
and
Class B-4 Certificates, in that order, the amount of Relief Act Shortfalls
and
any Prepayment Interest Shortfalls allocated to such Classes of Certificates,
to
the extent not previously reimbursed;
(F) from
any
remaining Excess Cashflow, to the Swap Administrator for payment to the Swap
Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
owed by the Trust Fund (to the extent not paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust
Trustee);
(G) from
any
remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
an
amount equal to the Class C Distribution Amount reduced by amounts distributed
in clauses (C) and (D) above; and
(H) from
any
remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each
Distribution Date, all amounts in respect of Prepayment Charges shall be
distributed to the Holders of the Class C Certificates, provided that such
distributions shall not be in reduction of the principal balance thereof.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
IO
Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, and such amount will be paid pursuant to Section
3.21(f).
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A, Class M or Class B Certificates has been reduced to zero, that Class of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
(b) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the 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.
(c) 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.
(d) On
or
before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver a report to the
Trustee in electronic form (or by such other means as the Master Servicer and
the Trustee may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Trustee required 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 Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date as follows: first, to Excess Spread as part of the payment
in
respect of the Extra Principal Distribution Amount for such Distribution Date;
second, to the Class C Interest and Class C Certificates, until the Certificate
Principal Balance or Uncertificated Principal Balance thereof, as applicable,
has been reduced to zero; third, to the Class B-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to
the
Class B-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; fifth, to the Class B-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class B-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class M-6 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eighth, to the Class M-5 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; ninth,
to the Class M-4 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; tenth, to the Class M-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eleventh, to
the
Class M-2 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; twelfth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero and thirteenth, to the Class
A Certificates. All Realized Losses to be allocated to the Certificate Principal
Balances of all Classes on any Distribution Date shall be so allocated after
the
actual distributions to be made on such date as provided above. All references
above to the Certificate Principal Balance of any Class of Certificates shall
be
to the Certificate Principal Balance of such Class immediately prior to the
relevant Distribution Date, before reduction thereof by any Realized Losses,
in
each case to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or the Class C Interest
on any Distribution Date shall be made by reducing the Certificate Principal
Balance or Uncertificated Principal Balance thereof by the amount so allocated;
any allocation of Realized Losses to the Excess Spread shall be made by reducing
the amount otherwise payable in respect of the Class C Interest and the Class
C
Certificates pursuant to clause (G) of Section 5.04(a)(3).
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 Class C 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.
Once
Realized Losses have been allocated to a Class of Class A, Class M or Class
B
Certificates, such amounts with respect to such Certificates will no longer
accrue interest nor will such amounts in respect of interest be reinstated
thereafter.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) (i)
All
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-45-B,
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC I Regular Interest has been reduced to
zero; provided that, for REMIC I Regular Interests with the same numerical
denomination, such Realized Losses shall be allocated pro
rata
between
such REMIC I Regular Interests.
(ii) All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date to the following REMIC II Regular Interests in the specified
percentages, as follows: first, to Uncertificated Accrued Interest payable
to
REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an aggregate
amount equal to the REMIC II Interest Loss Allocation Amount (without
duplication of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%,
respectively; second, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount
equal to the REMIC II Principal Loss Allocation Amount, 98.00% and 2.00%,
respectively; third, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest B-4 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest B-4 has been reduced to zero; fourth,
to
the Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC
II
Regular Interest B-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest B-3 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-2 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest B-2 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest B-1 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest B-1 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC
II
Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00%, and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-6 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-5 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-4 has been reduced to zero; tenth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-3 has been reduced to zero; eleventh, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-2 has been
reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-1 has been reduced to zero; and
thirteenth, to the Uncertificated Principal Balances of REMIC II Regular
Interest AA, REMIC II Regular Interest A and REMIC II Regular Interest ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest A has 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 Provider and the
Depositor a statement setting forth for the Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general distribution dates;
(ii) the
total
cash flows received and the general sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the applicable Servicer or the
Master
Servicer for the related Due Period;
(iv) the
amount of any Net Swap Payment payable to the Swap Administrator, any Net
Swap
Payment payable to the Swap Provider, any Swap Termination Payment payable
to
the Swap Administrator and any Swap Termination Payment payable to the Swap
Provider;
(v) the
amount of the related distribution to Holders of the Class A, Class M and
Class
B Certificates (by class) allocable to principal, separately identifying
(A) the
aggregate amount of any Principal Prepayments included therein, (B) the
aggregate of all scheduled payments of principal included therein and (C)
the
Extra Principal Distribution Amount (if any);
(vi) the
amount of such distribution to Holders of the Class A, Class M and Class
B
Certificates allocable to interest and the portion thereof (if any), provided
by
the Swap Agreement and the amount of coverage remaining;
(vii) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for the related Offered Certificates (if any);
(viii) the
Pass-Through Rate for each Class of Class A, Class M and Class B Certificates
with respect to the current Accrual Period, and, if applicable, whether such
Pass-Through Rate was limited by the related Net WAC Cap Rate;
(ix) the
Certificate Principal Balance of the Class A, Class M and Class B Certificates
before and after giving effect (i) to all distributions allocable to principal
on such Distribution Date and (ii) the allocation of any Applied Realized
Loss
Amounts for such Distribution Date;
(x) the
number and Stated Principal Balance of all the Mortgage Loans for such
Distribution Date, together with updated pool composition information including
the following: weighted average mortgage rate and weighted average remaining
term;
(xi) the
aggregate amount of Advances included in the distribution on such Distribution
Date (including the general purpose of such Advances), the aggregate amount
of
unreimbursed Advances as of the end of the related Due Period, and the general
source of funds for reimbursements;
(xii) the
number and aggregate Stated Principal Balance of the Mortgage Loans (A)
Delinquent, exclusive of Mortgage Loans in foreclosure, (1) 30 days Delinquent,
(2) 60 days Delinquent and (3) 90 days or more Delinquent, (B) in foreclosure
and Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90
days or
more Delinquent, in each case as of the close of business on the last day
of the
calendar month preceding such Distribution Date and (C) in bankruptcy and
Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days
or
more Delinquent, in each case as of the close of business on the last day
of the
calendar month preceding such Distribution Date;
(xiii) the
amount of, if any, of excess cashflow or excess spread and the application
of
such excess cashflow;
(xiv) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the end of the prior calendar month;
(xv) whether
a
Trigger Event exists;
(xvi) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers as more completely
described in the prospectus supplement and whether the trigger was
met;
(xvii) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related Due Period;
(xviii) the
cumulative Realized Losses through the end of the preceding month;
(xix) the
amount of the distribution made on such Distribution Date to the Holders
of the
Class C Certificates allocable to Prepayment Charges;
(xx) 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 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, in each case as of the end of the
Prepayment Period;
(xxi) 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;
(xxii) material
breaches of Mortgage Loan representations or warranties or transaction
covenants;
(xxiii) the
amount of the Prepayment Charges remitted by the master servicer and the
amount
on deposit in
the
reserve fund;
(xxiv) the
amount of any Net Swap Payment payable to the Trust, any Net Swap Payment
payable to the Swap Provider, any Swap Termination Payment payable to the
Trust
and any Swap Termination Payment payable to the Swap Provider;
(xxv) 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;
(xxvi) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the Trust
Fund; and
(xxvii) each
Mortgage Loan that has been released to the Class X Certificateholder pursuant
to Section 5.01.
The
Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund that it will notify the 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 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 customer
service desk 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 received from the parties providing such 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
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 Interests and Residual Interests created hereunder and on
the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests or
bad
debt deductions claimed with respect to the Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 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 and
REMIC V shall be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of
this Agreement shall be resolved in a manner that preserves the validity of
such
REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
all
interest owing in respect of and principal due thereon, the Distribution
Account, the Protected Account, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
any
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account and any rights
or obligations in respect of the Swap Administration Agreement). The REMIC
I
Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular
Interests shall constitute the assets of REMIC III. The Class C Interest shall
constitute the assets of REMIC IV. The Class IO Interest shall constitute the
assets of REMIC V.
(b) (1)On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests or withdrawn from the Distribution Account and distributed to the
Holders of the Class R-1 Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds, in each case determined without regard
to
the related clause (2)(ii) of the definitions thereof, to holders of each of
the
REMIC I Regular Interests I-1-A through I-45-B, pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of amounts remaining after the distribution made pursuant to clause
(i)
above, to REMIC I Regular Interests I-1-A through I-45-B, starting with the
lowest numerical denomination, until the Uncertificated Principal Balances
of
each such REMIC I Regular Interest is reduced to zero; provided that, for REMIC
I Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(2) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
shall be deemed distributed to the REMIC I Regular Interests, pro
rata, provided
that such amounts shall not reduce the Uncertificated Principal Balances of
the
REMIC I Regular Interests.
(c) (1) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests or withdrawn from the Distribution Account and distributed to the
Holders of the Class R-2 Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds, in each case determined without regard
to
the related clause (2)(ii) of the definitions thereof, to the holders of REMIC
II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC II Regular Interest for such Distribution Date, plus
(B)
any amounts in respect thereof remaining unpaid from previous Distribution
Dates;
(ii) to
the
extent of the Interest Funds and Principal Funds, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof,
remaining after the distribution pursuant to clause (i), to the holders of
each
REMIC II Regular Interest (other than REMIC II Regular Interest IO),
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
shall
be reduced when the REMIC II Overcollateralization Amount is less than the
REMIC
II Required Overcollateralization Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC II Regular
Interest for which a Class A, Class M or Class B Certificate is the
Corresponding Certificate in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by such amount;
(iii) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interest
IO)
in an amount equal to the remainder of the Interest Funds and Principal Funds,
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 II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero; and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-2 Certificates.
(2) On
each
Distribution Date, 100% of the Prepayment Charges deemed distributed on the
REMIC I Regular Interests shall be distributed, pro
rata, to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
IO), provided that such amounts shall not reduce the Uncertificated Principal
Balances of the REMIC II Regular Interests.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC III to the
holders of each REMIC III Regular Interest the ownership of which is represented
by the Class A, Class M and Class B Certificates at a pass-through rate equal
to
the lesser of (i) the Pass-Through Rate for the Corresponding Certificate
(without regard to the related Net WAC Cap Rate) and (ii) the Net WAC Cap Rate
for the REMIC III Regular Interest the ownership of which is represented by
the
Corresponding Certificate for such Distribution Date, in each case on a
principal balance equal to the Certificate Principal Balance of the
Corresponding Certificate for such Distribution Date. For the avoidance of
doubt, principal shall be payable to, and shortfalls, losses and prepayments
shall be allocable to, the REMIC III Regular Interests the ownership of which
is
represented by the Class A, Class M and Class B Certificates as such amounts
are
payable and allocable to the Corresponding Certificates.
(e) On
each
Distribution Date, an amount equal to the aggregate amount distributed pursuant
to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class C Distribution Amount
distributable to the Class C Interest, and 100% of the Prepayment Charges deemed
distributed on the REMIC II Regular Interests shall be deemed distributed from
REMIC III to REMIC IV in respect of the Class C Interest.
(f) On
each
Distribution Date, 100% of the amount deemed distributed on REMIC II Regular
Interest IO on such date shall be deemed distributed by REMIC III to REMIC
V in
respect of the Class IO Interest. Such amounts shall be deemed distributed
by
REMIC V in respect of REMIC V Regular Interest IO for deposit into the
Supplemental Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-6. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
|
Class
|
Minimum
Denomination
|
Integral
Multiple
in
Excess
of
Minimum
|
Original
Certificate
Principal
Balance
|
|||||||
|
A
|
$
|
100,000
|
$
|
1.00
|
$
|
228,059,000.00
|
||||
|
M-1
|
$
|
100,000
|
$
|
1.00
|
$
|
16,859,000.00
|
||||
|
M-2
|
$
|
100,000
|
$
|
1.00
|
$
|
14,560,000.00
|
||||
|
M-3
|
$
|
100,000
|
$
|
1.00
|
$
|
5,671,000.00
|
||||
|
M-4
|
$
|
100,000
|
$
|
1.00
|
$
|
6,897,000.00
|
||||
|
M-5
|
$
|
100,000
|
$
|
1.00
|
$
|
3,985,000.00
|
||||
|
M-6
|
$
|
100,000
|
$
|
1.00
|
$
|
3,831,000.00
|
||||
|
B-1
|
$
|
100,000
|
$
|
1.00
|
$
|
3,678,000.00
|
||||
|
B-2
|
$
|
100,000
|
$
|
1.00
|
$
|
3,065,000.00
|
||||
|
B-3
|
$
|
100,000
|
$
|
1.00
|
$
|
4,138,000.00
|
||||
|
B-4
|
$
|
100,000
|
$
|
1.00
|
$
|
4,752,000.00
|
||||
|
C
|
10
|
%
|
1
|
%
|
$
|
306,531,158.45(1)
|
|
|||
|
X
|
100
|
%
|
N/A
|
N/A
|
||||||
|
R-1
|
100
|
%
|
N/A
|
N/A
|
||||||
|
R-2
|
100
|
%
|
N/A
|
N/A
|
||||||
|
R-3
|
100
|
%
|
N/A
|
N/A
|
||||||
|
RX
|
100
|
%
|
N/A
|
N/A
|
(1)
This is
a Notional Amount.
The
Class X Certificates will be issued as a single Certificate and will not
have a
Certificate Principal Balance. 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 Section 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
Section 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
Section 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 Section 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 Section 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 Section 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; provided,
however,
that such representation letters will not be required in connection with
any
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor and the Trustee and the Trustee shall be entitled to conclusively
rely
upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Depositor of the status of such transferee
as
an affiliate of the Depositor. Notwithstanding
the provisions of the immediately preceding sentence, no restrictions shall
apply with respect to the transfer or registration of transfer of a beneficial
interest in any Certificate that is a Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the
Rule
144A and Related Matters Certificate as are sufficient to establish that
it is a
QIB. The Depositor shall provide to any Holder of a Private Certificate and
any
prospective transferee designated by any such Holder, information regarding
the
related Certificates and the Mortgage Loans and such other information as
shall
be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided
by Rule
144A. The Trustee and the Master Servicer shall cooperate with the Depositor
in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Sellers and the Master Servicer against any liability that may result
if the
Transfer is not so exempt or is not made in accordance with such federal
and
state laws.
No
transfer of any Class C Certificate shall be made unless the proposed transferee
of such Class C Certificate provides to the Trustee the appropriate tax
certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX
or
W-8ECI, as applicable (or any successor form thereto)), as a condition to
such
transfer, and such proposed transferee agrees to update such forms (i) upon
expiration of any such form, (ii) as required under then applicable U.S.
Treasury regulations and (iii) promptly upon learning that any IRS Form W-9
or
IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor
form
thereto), has become obsolete or incorrect. Upon receipt of any such tax
certification form from a transferee of any Class C Certificate, the Trustee
shall forward a copy of such tax certification form provided to it to the
Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall forward a copy of any such tax certification form provided to it to
the
Swap Provider. In addition, if any transfer of Class C Certificates would
cause
the Supplemental Interest Trust to be beneficially owned by two or more persons
for federal income tax purposes, the Supplemental Interest Trust Trustee
shall
provide, or cause to be provided, an IRS Form W-9 (or any successor form
thereto) to the Swap Provider and update such forms (i) upon expiration of
any
such form, (ii) as required under then applicable U.S. Treasury regulations
and
(iii) promptly upon learning that such IRS Form W-9 (or any successor form
thereto) has become obsolete or incorrect. Any purported sales or transfers
of
any Class C Certificate to a transferee which does not comply with the
requirements of this paragraph shall be deemed null and void under this
Agreement.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of an Offered Certificate or any interest therein, shall be deemed to have
represented, by virtue of its acquisition or holding of such Certificate, or
interest therein, that either (i) it is not a Plan or (ii) (A) it is an
accredited investor within the meaning of the Exemption and (B) the acquisition
and holding of such Certificate and the separate right to receive payments
from
the Supplemental Interest Trust are eligible for the exemptive relief available
under one of Prohibited Transaction Class Exemption (“PTCE”) 84-14, 90-1, 91-38,
95-60 or 96-23.
Each
beneficial owner of a Class M Certificate or Class B Certificate (other than
a
Class B-4 Certificate) or any interest therein who acquires the Certificate
or
interest therein following termination of the Supplemental Interest Trust shall
be deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan or investing
with Plan Assets, (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.
No
transfer of a Class B-4 Certificate shall be made unless either (i) the
transferee of such Certificate provides a representation that the transferee
is
not acquiring such Certificate directly or indirectly for, or on behalf of,
an
employee benefit plan or other retirement arrangement which is subject to Title
I of ERISA or Section 4975 of the Code (which representation shall be deemed
to
have been made to the Trustee by the transferee’s acceptance of the
Certificate); or (ii) the transferee provides a representation, or deemed
representation in the case of any Book-Entry Certificate, or an Opinion of
Counsel for the benefit of the Trustee and on which the Trustee may rely,
satisfactory to the Trustee, to the effect that the purchase and holding of
such
Certificate and the servicing, management and operation of the Trust and its
assets: (A) will not result in any prohibited transaction which is not covered
under an 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
(B) will not give rise to any additional obligations on the part of the
Depositor, the Master Servicer or the Trustee.
No
Transfer of a Class X, Class C 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. 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.
(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 of a Residual Certificate allowed by such elimination, will not cause
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, to fail to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based
on an
Opinion of Counsel addressed to the 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 Class C Certificates and Residual
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 (other than the Class B-4 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 for, and to hold them harmless
against, any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or relating to, any claim or legal action
(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 it
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 Section 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
$15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee); and (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement, any custodial agreement
from and after the effective date of such agreement; (ii) each Rating Agency
shall be given prior written notice of the identity of the proposed successor
to
the Master Servicer and each Rating Agency’s rating of the Certificates in
effect immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee (at the expense of the Master Servicer); and (iii)
the
Master Servicer assigning and selling the master servicing shall deliver to
the
Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the
Trustee, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies
with
the terms of this Agreement. No such assignment or delegation shall affect
any
liability of the Master Servicer arising prior to the effective date
thereof.
ARTICLE
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) other
than with respect to clause (vii) below, any failure by the Master Servicer
to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in this Agreement or
any
breach of a representation or warranty by the Master Servicer, which failure
or
breach shall continue unremedied for a period of 60 days after the date on
which
written notice of such failure shall have been given to Master Servicer by
the
Trustee or the Depositor, or to the Trustee and the Master Servicer by the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates;
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer;
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 7.05 or 7.07;
(vii) failure
of the Master Servicer to duly perform, within the required period of time,
its
obligations under Sections 3.13, 3.14 or 3.16; 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 the Swap Provider (with a copy to each Rating
Agency), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. 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, at the direction of the Depositor, by
notice in writing to the Master Servicer, which may be delivered by telecopy,
immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights
it
may have as a 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, the Swap
Provider and to each Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and the Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing not less than 51% of the Voting Rights may,
on behalf of all Certificateholders, waive any default by the Master Servicer
in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
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 10.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller or the Master Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) The
Trustee shall not be liable in its individual capacity for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or
within the discretion or rights or powers conferred upon it by this
Agreement;
(v) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing
not
less than 25% of the aggregate Voting Rights of the Certificates and provided
that the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement. The Trustee may require
reasonable indemnity against such expense or liability as a condition to taking
any such action. The reasonable expense of every such examination shall be
paid
by the Certificateholders requesting the investigation;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys; provided,
however, that the Trustee may not appoint any paying agent to perform any paying
agent functions under this Agreement without the express written consent of
the
Master Servicer, which consents will not be unreasonably withheld. The Trustee
shall not be liable or responsible for the misconduct or negligence of any
of
the Trustee’s agents or attorneys or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the Trustee deem the nature of any action required on its part to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(viii) The
Trustee shall not be required to give any bond or surety with respect to the
execution of the trust created hereby or the powers granted hereunder, except
as
provided in Section 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 C
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 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
Supplemental Interest Trust Trustee under the Swap Agreement. The Trustee,
the
Swap Administrator and the Supplemental Interest Trust Trustee are hereby
directed by the Depositor to execute and deliver the Swap Administration
Agreement (and any amendments or supplements to the Swap Administration
Agreement as may be requested by the Majority Class C Certificateholder
regarding the distributions to be made to it or its designees thereunder) and
the Supplemental Interest Trust Trustee is hereby directed to execute and
deliver the Swap Agreement and to make the representations required therein.
The
Swap Administrator shall not have any liability for any failure or delay in
payments to the Trust which are required under the Swap Administration Agreement
where such failure or delay is due to the failure or delay of the Swap Provider
in making such payment to the Swap Administrator. LaSalle Bank National
Association, as the Swap Administrator, the Trustee and the Supplemental
Interest Trust Trustee and in its individual capacity only to the extent of
its
performance of its duties hereunder shall be entitled to be indemnified and
held
harmless by the Trust from and against any and all losses, claims, expenses
or
other liabilities that arise by reason of or in connection with the performance
or observance by each of the Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustee of its duties or obligations under the
Swap
Agreement or the Swap Administration Agreement, except to the extent that the
same is due to the Swap Administrator’s, the Trustee’s or the Supplemental
Interest Trust Trustee’s gross negligence, willful misconduct or fraud. Any
Person appointed as successor trustee pursuant to Section 9.09 shall also be
required to serve as successor Swap Administrator and successor supplemental
interest trust trustee under the Swap Agreement and the Swap Administration
Agreement.
Section
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 the Swap Provider. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If
at any
time (i) the Trustee shall cease to be eligible in accordance with the
provisions of Section 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;
provided, however, for the avoidance of doubt, the Trustee shall not be
responsible for preparing and filing or causing to be prepared and filed
any
income tax or information returns with respect to the Class X Certificates;
(b)
the Trustee shall apply for an employer identification number with the Internal
Revenue Service via a Form SS-4 or other comparable method for each REMIC
that
is or becomes a taxable entity, and within thirty days of the Closing Date,
furnish or cause to be furnished to the Internal Revenue Service, on Forms
8811
or as otherwise may be required by the Code, the name, title, address, and
telephone number of the Person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time
or
times in the manner required by the Code for the Trust Fund; (c) the Trustee
shall make or cause to be made elections, on behalf of each REMIC formed
hereunder to be treated as a REMIC on the federal tax return of such REMIC
for
its first taxable year (and, if necessary, under applicable state law); (d)
the
Trustee shall prepare and forward, or cause to be prepared and forwarded,
to the
Certificateholders and to the Internal Revenue Service and, if necessary,
state
tax authorities, all information returns and reports as and when required
to be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) the Trustee shall provide information necessary for the
computation of tax imposed on the Transfer of a Residual Certificate to a
Person
that is not a Permitted Transferee, or an agent (including a broker, nominee
or
other middleman) of a Person that is not a Permitted Transferee, or a
pass-through entity in which a Person that is not a Permitted Transferee
is the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) the
Trustee shall, to the extent under its control, conduct the affairs of the
Trust
Fund at all times that any Certificates are outstanding so as to maintain
the
status of each REMIC formed hereunder as a REMIC under the REMIC Provisions;
(g)
the Trustee shall not knowingly or intentionally take any action or omit
to take
any action that could (i) cause the termination of the REMIC status of any
REMIC
formed hereunder or (ii) result in the imposition of a tax upon the Trust
Fund
(including but not limited to the tax on prohibited transactions as defined
in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth
in Section 860G(d) of the Code); (h) the Trustee shall pay, from the sources
specified in this Section 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 documents required to
be
prepared by it pursuant to this Section 9.12; (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 or REMIC V as defined in Section 860F(a)(2) of
the
Code, on the “net income from foreclosure property” of the Trust Fund as defined
in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section 860G(d)
of the Code, or any other tax is imposed, including, without limitation, any
federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC
II, REMIC III, REMIC IV or REMIC V, and is not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such tax arises out
of
or results from a breach by the Trustee of any of its obligations under this
Agreement, (ii) any party hereto (other than the 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), the following Certificateholders in the following manner:
any such tax will be paid first with amounts otherwise to be distributed to
the
Class R Certificateholders, and second with amounts otherwise to be distributed
to the Holders of the following other Certificates in the following order of
priority: first,
to
the
Class B-4 Certificates, second, to the Class B-3 Certificates, third, to the
Class B-2 Certificates, fourth, to the Class B-1, fifth, to the Class M-6
Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class M-4
Certificates, eighth, to the Class M-3 Certificates, ninth, to the Class M-2
Certificates, tenth, to the Class M-1 Certificates, and eleventh, to the Class
A
Certificates. 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 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
include in its Monthly Statement amounts allocated to the Certificates, taking
into account the priorities described in the second preceding sentence.
The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
The
Trustee agrees 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.
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
For
as
long as each REMIC shall exist, the Trustee and the Master Servicer shall act
in
accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and
the Trustee shall comply with any directions of the Seller or the Master
Servicer to assure such continuing treatment. In furtherance, but not in
limitation, of the foregoing, the Trustee shall not (a) sell or permit the
sale
of all or any portion of the Mortgage Loans or of any investment of deposits
in
an Account unless such sale is as a result of a repurchase of the Mortgage
Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion addressed
to the Trustee prepared at the expense of the Trust Fund; (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement
or
Section 2.03 of this Agreement, as applicable, accept any contribution to any
REMIC after the Startup Day without receipt of a REMIC Opinion;
or (c)
acquire any assets for any REMIC other than any REO Property after the Startup
Day without receipt of a REMIC Opinion.
ARTICLE
X
TERMINATION
Section
10.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(i) 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
Trust Fund shall terminate upon the earlier of (a) the exercise by the Majority
Class C Certificateholder of its right to purchase all of the Mortgage Loans
(and REO Properties) remaining in the Trust Fund at a price (the “Mortgage Loan
Purchase Price”) equal to the sum of (i) 100% of the Stated Principal Balance of
each Mortgage Loan (other than in respect of REO Property), (ii) accrued
interest thereon at the applicable Mortgage Rate to, but not including, the
first day of the month of such purchase, (iii) the appraised value of any
REO
Property in the Trust Fund (up to the Stated Principal Balance of the related
Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed
upon by the Master Servicer and the Trustee and (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 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 or of the Custodian pursuant
to
the Custodial Agreement and (vi) any Swap Termination Payment (which shall
include any Net Swap Payment payable by the Trust Fund for the final
Distribution Date) payable to the Swap Provider which remains unpaid or which
is
due to the exercise of such option (the “Swap Optional Termination Payment”) and
(b) the later of (i) the maturity or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement.
In
no event shall the Trust Fund created hereby continue beyond the earlier
of (i)
the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States
to
the Court of St. Xxxxx, living on the date hereof and (ii) the Latest Possible
Maturity Date.
(ii) The
Majority Class C Certificateholder shall have the right to repurchase all
Mortgage Loans and REO Properties at any time at which the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund is not more
than 20% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans. If
the
Majority Class C Certificateholder elects to terminate the Trust Fund pursuant
to this Section 10.01 (such termination, an “Optional Termination”), the
Majority Class C Certificateholder shall, at least 20
days
prior to the last date on which notice of such Optional Termination is required
to be mailed to the Certificateholders pursuant to Section 10.02(ii), notify
in
writing (which may be in electronic format) the Depositor, the Master Servicer,
the Trustee and the Swap Provider of the final Distribution Date on which
the
Majority Class C Certificateholder intends to terminate the Trust Fund. Upon
termination of the Trust Fund, the Certificateholders shall present and
surrender the related Certificates at the Corporate Office of the Trustee,
as
further set forth in Section 10.02.
(iii) In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to the Section
10.01(ii), the Trustee shall, no later than 4:00 pm New York City time on such
day, request from the Swap Provider the amount of the Estimated Swap Termination
Payment. The Swap Provider shall, no later than 2:00 pm on the following
Business Day, notify in writing (which may be in electronic format) the Trustee
of the amount of the Estimated Swap Termination Payment, and the Trustee shall
promptly on the same day notify the Majority Class C Certificateholder of the
amount of the Estimated Swap Termination Payment.
(iv) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.01(ii), (i) the Majority Class
C
Certificateholder
shall,
no
later
than 1:00 pm New
York
City time on such Business Day, deposit funds in the Distribution Account in
an
amount equal to the sum of the Mortgage Loan Purchase Price (other than the
Swap
Optional Termination Payment) and the Estimated Swap Termination Payment, and
(ii) if the Trustee shall have determined that the aggregate Stated Principal
Balance of all of the Mortgage Loans in the Trust Fund as of the related
Determination Date is not
more
than 20% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans
and that
all other requirements of the Optional Termination have been met, including
without limitation the deposit required pursuant to the immediately preceding
clause (i) as well as the requirements specified in Section 10.03, then the
Trustee shall, on such Business Day, provide written notice to the Majority
Class C Certificateholder, the Depositor, the Master Servicer, the Custodian
and
the Swap Provider confirming (a) its receipt of the Mortgage Loan Purchase
Price
(other than the Swap Optional Termination Payment) and the Estimated Swap
Termination Payment and (b) that all other requirements of the Optional
Termination have been met. Upon the Trustee’s providing the notice described in
the preceding sentence, the Optional Termination shall become irrevocable,
the
notice to Certificateholders of such Optional Termination provided pursuant
to
Section 10.02(ii) shall become unrescindable, the Swap Provider shall determine
the Swap Optional Termination Payment in accordance with the Swap Agreement,
and
the Swap Provider shall provide to the Trustee written notice of the amount
of
the Swap Optional Termination Payment not later than one Business Day prior
to
the final Distribution Date specified in the notice required pursuant to Section
10.01(ii).
(v) In
connection with any Optional Termination, only an amount equal to the Mortgage
Loan Purchase Price less any Swap Optional Termination Payment shall be made
available for distribution to the Regular Certificates. Any Estimated Swap
Termination Payment deposited into the Distribution Account by the Majority
Class C Certificateholder shall be withdrawn by the Trustee from the
Distribution Account on the final Distribution Date and distributed as follows:
(i) to the Supplemental Interest Trust for payment to the Swap Provider in
accordance with Section 3.21(c), an amount equal to the Swap Optional
Termination Amount calculated pursuant to the Swap Agreement, provided that,
in
no event shall the amount distributed to the Swap Provider in respect of
the
Swap Optional Termination Amount exceed the Estimated Swap Termination Payment,
and (ii) to the Majority Class C Certificateholder, an amount equal to the
excess, if any, of the Estimated Swap Termination Payment over the Swap Optional
Termination Payment. The Swap Optional Termination Payment shall not be part
of
any REMIC and shall not be paid into any account which is part of any REMIC.
(vi) Upon
receipt by the Custodian of notice from the Trustee pursuant to Section
10.01(iv) and the receipt by the Custodian of a Request for Release therefor,
the Custodian shall promptly release to the Master Servicer, as applicable
the
Mortgage Files for the Mortgage Loans and the Trustee shall execute and deliver
any documents prepared and delivered to it which are necessary to transfer any
REO Property.
(vii) Notwithstanding
the foregoing, the provisions of Section 7.03 hereof shall survive the
termination of this Agreement.
Section
10.02 Final
Distribution on the Certificates.
(i) If
on any
Determination Date, (i) the Master Servicer determines that there are no
related
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund
other
than the funds in the Master Servicer Collection Account, the Master Servicer
shall direct the Trustee to send a final distribution notice promptly to
each
Certificateholder or (ii) the Trustee determines that a Class of Certificates
shall be retired after a final distribution on such Class, the Trustee shall
notify the Certificateholders within five (5) Business Days after such
Determination Date that the final distribution in retirement of such Class
of
Certificates is scheduled to be made on the immediately following Distribution
Date. Any final distribution made pursuant to the immediately preceding sentence
shall be made only upon presentation and surrender of the related Certificates
at the Corporate Office of the Trustee.
(ii) Notice
of any termination of the Trust Fund, specifying the Distribution Date on
which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Trustee by
letter
to Certificateholders mailed not later than two Business Days after the
Determination Date in the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on
the
Certificates shall be made upon presentation and surrender of Certificates
at
the office therein designated, (b) the amount of such final distribution,
(c)
the location of the office or agency at which such presentation and surrender
must be made and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified.
The Trustee will give such notice to each Rating Agency at the time such
notice
is given to Certificateholders.
(iii) In
the
event such notice is given, the Master Servicer shall cause all funds in the
Master Servicer Collection Account to be remitted to the Trustee for deposit
in
the Distribution Account on the second Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of
the
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Custodian of a Request for Release therefor, the Custodian shall
promptly release to the Master Servicer, as applicable the Mortgage Files for
the Mortgage Loans and the Trustee shall execute and deliver any documents
prepared and delivered to it which are necessary to transfer any REO
Property.
(iv) Upon
presentation and surrender of the Certificates, the Trustee shall cause to
be
distributed to Certificateholders of each Class in accordance with the
Remittance Report the amounts allocable to such Certificates held in the
Distribution Account in the order and priority set forth in Section 5.04 hereof
on the final Distribution Date and in proportion to their respective Percentage
Interests.
(v) In
the
event that any affected Certificateholders shall not surrender Certificates
for
cancellation within six months after the date specified in the above mentioned
written notice, the Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the
second notice all the applicable Certificates shall not have been surrendered
for cancellation, the Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets that remain a part of the Trust Fund. If
within one year after the second notice all related Certificates shall not
have
been surrendered for cancellation, the related Residual Certificateholders
shall
be entitled to all unclaimed funds and other assets of the Trust Fund that
remain subject hereto.
Section
10.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class C Certificateholder or the Master Servicer,
as
applicable, of its purchase option as provided in Section 10.01, the Trust
Fund
shall be terminated in accordance with the following additional requirements,
unless the Trustee has been supplied with an Opinion of Counsel addressed to
the
Trustee, at the expense of the Majority Class C Certificateholder or the Master
Servicer, as applicable, to the effect that the failure of the Trust Fund 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
Majority Class C Certificateholder or the Master Servicer, as applicable, shall
establish a 90-day liquidation period for REMIC I, REMIC II, REMIC III, REMIC
IV
and REMIC V 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 REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V pursuant to Treasury
Regulation Section 1.860F-1. The Majority Class C 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
Majority Class C 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
for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the Residual Certificates all cash on hand (other than cash retained to meet
claims), and REMIC I shall terminate at that time.
(b) By
their
acceptance of the Certificates (other than the Class X Certificates), the
Holders thereof hereby authorize the adoption of a 90-day liquidation period
and
the adoption of a plan of complete liquidation for REMIC I, REMIC II, REMIC
III,
REMIC IV and REMIC V, which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation under
Section 860F of the Code and any regulations thereunder upon the written request
of the Majority Class C 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 Majority Class C 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 or REMIC V as a REMIC under the Code or to avoid or minimize
the
risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC
IV or REMIC V pursuant to the Code that would be a claim against any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final
redemption of the Certificates, provided that the Trustee has been provided
an
Opinion of Counsel addressed to the Trustee, which opinion shall be an expense
of the party requesting such opinion but in any case shall not be an expense
of
the Trustee or the Trust Fund, to the effect that such action is necessary
or
appropriate to maintain such qualification or to avoid or minimize the risk
of
the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of Holders of the Certificates evidencing over 50% of the Voting
Rights, or, if applicable,
Holders
of each Class of Certificates affected thereby
evidencing over 50% of the Voting Rights of such Class or Classes,
for the
purpose of adding any provisions to or changing in any manner or eliminating
any
of the provisions of this Agreement or of modifying in any manner the rights
of
the Holders of Certificates; provided that no such amendment shall (i) reduce
in
any manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or
REMIC V
to cease to qualify as a REMIC or (iii) reduce the aforesaid percentages
of
Certificates of each Class the Holders of which are required to consent to
any
such amendment without the consent of the Holders of all Certificates of
such
Class then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee, 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
or REMIC V or the Certificateholders or cause any of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V to cease to qualify as a REMIC at any time that any
Certificates are outstanding. Further, nothing in this Agreement shall require
the Trustee to enter into an amendment without receiving an Opinion of Counsel,
satisfactory to the Trustee 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 (i) enter into any amendment to this
Agreement that could have an adverse effect on the rights of the Swap Provider
under Section 3.21, Section 5.04(a)(3)(F) or Section 10.01 of this Agreement
without the prior written consent of the Swap Provider, which consent shall
not
be unreasonably withheld or (ii) enter into any amendment that could have a
materially adverse effect on the Swap Provider without the prior written consent
of the Swap Provider, 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, the Swap Provider and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
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, 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securities and Trust Services-Bear Xxxxxxx Mortgage Funding Trust 2006-SL3
or
such other address as may be hereafter furnished to the other parties hereto
by
the Trustee in writing, (v) in the case of Xxxxx’x, 00 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Home Equity Monitoring, or such other address as
may
be hereafter furnished to the other parties hereto by Xxxxx’x in writing and
(vi) in the case of Standard & Poor’s, a division of The XxXxxx-Xxxx
Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such
other address as may be hereafter furnished to the other parties hereto by
Standard & Poor’s in writing. Any notice delivered to EMC 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, the
Seller 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.
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its express rights to receive any payments under this Agreement
or
any
other express rights of
the
Swap Provider explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this
Agreement as if it were a party hereto. The Swap Administrator shall be an
express third-party beneficiary of this Agreement to the extent of its express
rights to receive any payments under this Agreement or
any
other express rights of
the
Swap Administrator explicitly
stated in this Agreement,
and
shall have the right to enforce such rights under this
Agreement as if it were a party hereto.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
|
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxxxx, Xx. | |
| Name: |
Xxxxxx Xxxxxxxxx, Xx. |
|
| 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/ Xxxx Xxxxx | |
| Name: |
Xxxx Xxxxx |
|
| Title: | Vice President | |
STATE
OF
NEW
YORK
)
)
ss.:
COUNTY
OF
NEW
YORK
)
On
this
29th day of September, 2006, before me, a notary public in and for said State,
appeared Xxxxxx Xxxxxxxxx, Xx., 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
29th day of September, 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
29th day of September, 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.
PRIOR
TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
A
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
A Senior
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
September
1, 2006
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
October
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:
October
25, 2036
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-SL3
evidencing
a fractional undivided interest in the distributions allocable to the Class
A
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end, second lien, one- to four-family fixed interest
rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer 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, second lien, fixed rate mortgage
loans
secured by one- to four- family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC” and the “Seller”) 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 this 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, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights of the aggregate Certificate Principal
Balance of the Certificates, or with the consent of the Holders of each Class
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
the
aggregate Certificate Principal Balance of that class, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to make the representations in Section 6.02(h)
of
the Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
____________, 2006
|
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 A Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION,
Authorized signatory of
LaSalle
Bank National Association , not in its
individual
capacity but solely as Trustee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
||||||
|
funds
to
|
||||||
|
for
the account of
|
||||||
|
account
number
|
or,
if mailed by check, to
|
|||||
|
Applicable
statements should be mailed to
|
||||||
|
This
information is provided by
|
||||||
|
assignee
named above, or
|
||||||
|
its
agent.
|
||||||
EXHIBIT
A-2
Form
of
Class M Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[THE CLASS M-1 CERTIFICATES] [,] [THE CLASS M-2 CERTIFICATES] [,] [THE CLASS
M-3
CERTIFICATES] [,] [THE CLASS M-4 CERTIFICATES] [,] [THE CLASS M-5 CERTIFICATES]
[,] [AND] [THE CLASS M-6 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS
DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 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.
|
Certificate
No.1
|
Adjustable
Rate
|
|
Class
M-[1][2][3][4][5][6] Subordinate
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
September
1, 2006
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
October
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:
October
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-SL3
evidencing
a fractional undivided interest in the distributions allocable to the Class
M-[1][2][3][4][5][6] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, second lien, one- to
four-family fixed interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED
SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer 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, second lien, fixed rate mortgage
loans
secured by one- to four- family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC” and the “Seller”) 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 this 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, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights of the aggregate Certificate Principal
Balance of the Certificates, or with the consent of the Holders of each Class
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
the
aggregate Certificate Principal Balance of that class, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 6.02(h) of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
____________, 2006
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3][4][5][6] 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
||||||
|
funds
to
|
||||||
|
for
the account of
|
||||||
|
account
number
|
or,
if mailed by check, to
|
|||||
|
Applicable
statements should be mailed to
|
||||||
|
This
information is provided by
|
||||||
|
assignee
named above, or
|
||||||
|
its
agent.
|
||||||
EXHIBIT
A-3
Form
of
Class B Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
CLASS M CERTIFICATES [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS
B-2
CERTIFICATES] [,] [AND] [CLASS B-3 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 X-0, X-0 and B-3 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 B-4 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 B-4 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] [Pass-Through Rate: [__]%]
|
|
Class
B-[1][2][3][4] Subordinate
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
September
1, 2006
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
October
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:
October
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-SL3
evidencing
a fractional undivided interest in the distributions allocable to the Class
B-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
of
a pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer 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, second lien, fixed rate mortgage
loans
secured by one- to four- family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC” and the “Seller”) 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.
[For
the
Class B-1, Class B-2 and Class B-3 Certificates] [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 this 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.] [For the Class B-4 Certificates] [Interest on this
Certificate will accrue during the month prior to the month in which a
Distribution Date (as hereinafter defined) occurs on the Certificate Principal
Balance hereof at a per annum rate equal to the Pass-Through Rate set forth
above. The 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 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 and is not likely to
be the
date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.]
Distributions
on this Certificate will be made by the 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, by wire transfer. 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 B-4 Certificates] [No
transfer of this Class B-4 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.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights of the aggregate Certificate Principal
Balance of the Certificates, or with the consent of the Holders of each Class
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
the
aggregate Certificate Principal Balance of that class, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
[For
the
Class B-1, Class B-2 and Class B-3 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 Agreement.]
[For
the
Class B-4 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. 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 created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
____________, 2006
|
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 B-[1][2][3][4] 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
||||||
|
funds
to
|
||||||
|
for
the account of
|
||||||
|
account
number
|
or,
if mailed by check, to
|
|||||
|
Applicable
statements should be mailed to
|
||||||
|
This
information is provided by
|
||||||
|
assignee
named above, or
|
||||||
|
its
agent.
|
||||||
EXHIBIT
A-4
Form
of
Class C Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
THE
CLASS M CERTIFICATES AND THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE 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, THE MASTER SERVICER OR
THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE
AGREEMENT.
|
Certificate
No.1
|
Percentage
Interest: 100%
|
|
Class
C
|
Adjustable
Rate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
September
1, 2006
|
Initial
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
|
First
Distribution Date:
October
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:
October
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-SL3
evidencing
a fractional undivided interest in the distributions allocable to the Class
C
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end, second lien, one- to four-family fixed interest
rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer 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 conventional, closed-end, second
lien, fixed rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC” and the “Seller”) 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, by wire transfer. 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 Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made
in
accordance with such federal and state laws.
No
transfer of this Class C Certificate will be made unless the 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 Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights of the aggregate Certificate Principal
Balance of the Certificates, or with the consent of the Holders of each Class
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
the
aggregate Certificate Principal Balance of that class, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
____________, 2006
|
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 C 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
||||||
|
funds
to
|
||||||
|
for
the account of
|
||||||
|
account
number
|
or,
if mailed by check, to
|
|||||
|
Applicable
statements should be mailed to
|
||||||
|
This
information is provided by
|
||||||
|
assignee
named above, or
|
||||||
|
its
agent.
|
||||||
EXHIBIT
A-5
Form
of
Class R-[1][2][3][X] Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 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
R-[1][2][3][X]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
September
1, 2006
|
|
|
First
Distribution Date:
October
25, 2006
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
|
Last
Scheduled Distribution Date:
October
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-SL3
evidencing
a fractional undivided interest in the distributions allocable to the Class
R-[1][2][3][X] Certificates with respect to a Trust Fund consisting primarily
of
a pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer 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, second lien, fixed rate
mortgage loans secured by one- to four- family residences (collectively,
the
“Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS
I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC” and the
“Seller”) 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, by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice.
No
transfer of this Class R-[1][2][3][X] 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 Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights of the aggregate Certificate Principal
Balance of the Certificates, or with the consent of the Holders of each Class
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
the
aggregate Certificate Principal Balance of that class, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
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:
____________, 2006
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R-[1][2][3][X] 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
||||||
|
funds
to
|
||||||
|
for
the account of
|
||||||
|
account
number
|
or,
if mailed by check, to
|
|||||
|
Applicable
statements should be mailed to
|
||||||
|
This
information is provided by
|
||||||
|
assignee
named above, or
|
||||||
|
its
agent.
|
||||||
EXHIBIT
A-6
Form
of
Class X Certificates
THIS
CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS
IN
RESPECT OF PRINCIPAL OR INTEREST.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE 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, THE MASTER SERVICER OR
THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE
AGREEMENT.
|
Certificate
No.1
|
|
|
Class
X
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
September
1, 2006
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-SL3
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-SL3
evidencing
a fractional undivided interest in the distributions allocable to the Class
X
Certificates.
This
Certificate is entitled to distributions with respect to certain Mortgage
Loans that are initially assets of the Trust, and does not represent an
obligation of or interest in Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer 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, second lien, fixed rate
mortgage loans secured by one- to four- family residences (collectively,
the
“Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS
I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC” and the
“Seller”) 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.
A
distribution will be made 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.
No
transfer of this Class X 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 the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights of the aggregate Certificate Principal
Balance of the Certificates, or with the consent of the Holders of each Class
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
the
aggregate Certificate Principal Balance of that class, as applicable. Any
such
consent by the Holder of this Certificate shall be conclusive and binding
on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or
not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and
(ii)
the Latest Possible Maturity Date (as defined in the Agreement).
The
Holder of This Certificate shall be entitled to the rights set forth under
the
Agreement. Unless this Certificate has been countersigned by an authorized
signatory of the 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:
____________, 2006
|
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 X 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 Mortgage-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
|
The
assignee should include the following for purposes of
distribution:
|
||||||
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
||||||
|
funds
to
|
||||||
|
for
the account of
|
||||||
|
account
number
|
or,
if mailed by check, to
|
|||||
|
Applicable
statements should be mailed to
|
||||||
|
This
information is provided by
|
||||||
|
assignee
named above, or
|
||||||
|
its
agent.
|
||||||
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
LOAN_ID LOAN_SEQ CITY1 STATE ZIP_CODE PROPTYPE
--------------------------------------------------------------------------------------------------------------------------------------------
16389965 16389965 Xxxxx XX 00000 Single Family
16389969 16389969 Xxxxxxxxxxxx XX 00000 PUD
16293287 16293287 Xxxx Xxxxx XX 00000 PUD
16293294 16293294 Xxxxxxxxxxx XX 00000 Single Family
16293296 16293296 Xxxxxx Center ME 4042 Single Family
16293376 16293376 Xxxxxxx XX 00000 Single Family
16293382 16293382 Xxxxxxxxx XX 00000 Single Family
16293392 16293392 XXXXXXX XX 00000 Single Family
16293393 16293393 Xxxxx XX 00000 Single Family
16293395 16293395 XXXXXXX XX 00000 Single Family
16293404 16293404 Xxxxxxxxx XX 00000 PUD
16293410 16293410 XXXX XX 00000 Single Family
16293412 16293412 Xxxxxxx XX 00000 Condominium
16293414 16293414 Xxxx XX 00000 Single Family
16293418 16293418 XXXXXXXXXX XX 00000 Single Family
16293432 16293432 Xxxxxxxxxx XX 00000 Single Family
16293439 16293439 Xxxxxxxxxx XX 00000 Condominium
16293443 16293443 Xxxxxxxx XX 00000 Single Family
16293457 16293457 Xxxxxxxxxx XX 00000 Single Family
16293468 16293468 Xxxxxxxxx XX 00000 Single Family
16293483 16293483 XXXXX XXXX XX 00000 Single Family
16293189 16293189 XXXXXXXX XX 00000 Single Family
16293240 16293240 Xxxxxxxxx XX 00000 Single Family
16293247 16293247 Xxxxxx XX 00000 PUD
16293257 16293257 Xxxxxxxx XX 00000 Single Family
16293268 16293268 Xxxxxxxx XX 00000 Single Family
16293272 16293272 XXXXXXX XX 00000 Single Family
16291214 16291214 Xxxxxxxx XX 00000 Single Family
16293105 16293105 XXXXXX XX 00000 Single Family
16293136 16293136 XXXXXXX XX 00000 PUD
16293149 16293149 XXXXXXXXXXXX XX 0000 Single Family
16422759 16422759 Xxxxxxxxxxx XX 00000 Single Family
16422763 16422763 XXXXXXX XXXX XX 00000 Single Family
16422780 16422780 XXXXXXXX XX 00000 Single Family
16335179 16335179 XXXXX XXXXXXX XX 00000 PUD
16422738 16422738 Xxxxxxxx XX 00000 Single Family
16422744 16422744 Xxxxxx XX 00000 Single Family
16422750 16422750 Xxxxxxx XX 00000 Single Family
16422697 16422697 Xxxxxxx XX 00000 PUD
16422709 16422709 XXXXX XX 00000 Single Family
16422617 16422617 Xxxx Xxxxx XX 00000 2-4 Family
16422620 16422620 Xxxxxxxx XX 00000 PUD
16422621 16422621 Xx Xxxxxxxxxx XX 00000 Single Family
16422624 16422624 Xxxxxxx XX 00000 Single Family
16422628 16422628 Xxx Xxxxxxx XX 00000 Single Family
16422632 16422632 Xxxxxxxxxxx XX 00000 Single Family
16422639 16422639 Xxxxxx Xxxxx XX 00000 Single Family
16422645 16422645 Xxxxxxx XX 00000 Single Family
16422649 16422649 Xxxxxxxxxxx XX 00000 Single Family
16422650 16422650 Xxxx Xxxxx XX 00000 Single Family
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LOAN_ID CURRENT_NET_COUPON MATURITY_DATE STATED_ORIGINAL_TERM STATED_REM
_TERM
------------------------------------------------------------------------------------------------------------------------------------------
16389965 14.975 8/1/2036 360 359
16389969 12.35 8/1/2036 360 359
16293287 10.85 7/1/2036 360 358
16293294 12.975 6/1/2036 360 357
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16293376 13.975 6/1/2036 360 357
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16293392 16.475 8/1/2036 360 359
16293393 11.975 7/1/2036 360 358
16293395 16.475 8/1/2036 360 359
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16293410 16.35 6/1/2036 360 357
16293412 15.35 7/1/2036 360 358
16293414 11.725 7/1/2036 360 358
16293418 14.35 7/1/2036 360 358
16293432 10.975 7/1/2036 360 358
16293439 11.475 8/1/2036 360 359
16293443 13.475 7/1/2036 360 358
16293457 10.975 8/1/2036 360 359
16293468 13.225 6/1/2036 360 357
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16293240 11.6 8/1/2036 360 359
16293247 11.725 7/1/2036 360 358
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16293268 13.475 7/1/2036 360 358
16293272 12.475 6/1/2036 360 357
16291214 11.85 9/1/2021 180 180
16293105 16.1 7/1/2036 360 358
16293136 13.85 7/1/2036 360 358
16293149 13.725 6/1/2036 360 357
16422759 13.6 8/1/2021 180 179
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16335179 13.225 8/1/2036 360 359
16422738 9.35 5/1/2021 180 176
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16422750 13.1 8/1/2036 360 359
16422697 14.225 8/1/2021 180 179
16422709 13.975 8/1/2036 360 359
16422617 13.35 8/1/2021 180 179
16422620 13.225 7/1/2021 180 178
16422621 13.975 8/1/2036 360 359
16422624 13.35 8/1/2021 180 179
16422628 12.35 7/1/2021 180 178
16422632 9.6 7/1/2021 180 178
16422639 13.35 8/1/2021 180 179
16422645 14.975 8/1/2036 360 359
16422649 10.975 8/1/2036 360 359
16422650 13.6 8/1/2021 180 179
16422653 11.1 9/1/2021 180 180
16422654 10.85 8/1/2036 360 359
16422657 8.975 8/1/2036 360 359
16422662 13.725 8/1/2036 360 359
16422666 13.225 9/1/2036 360 360
16422668 9.975 8/1/2036 360 359
16422682 13.975 8/1/2036 360 359
16419622 16.1 9/1/2036 360 360
16419624 10.85 9/1/2036 360 360
16419625 11.725 9/1/2036 360 360
16419592 13.6 8/1/2036 360 359
16419603 15.35 9/1/2021 180 180
16419605 10.975 9/1/2036 360 360
16419607 16.1 9/1/2036 360 360
16419616 16.1 8/1/2036 360 359
16419568 13.225 8/1/2021 180 179
16419571 13.85 8/1/2021 180 179
16419574 13.975 8/1/2021 180 179
16419575 14.475 8/1/2036 360 359
16419577 12.225 8/1/2021 180 179
16419579 14.475 9/1/2036 360 360
16419583 15.35 8/1/2036 360 359
16419584 14.725 9/1/2036 360 360
16419537 13.225 8/1/2036 360 359
16419538 8.35 8/1/2036 360 359
16419547 14.35 8/1/2021 180 179
16419552 8.85 8/1/2021 180 179
16419558 10.225 8/1/2036 360 359
16419563 10.225 9/1/2036 360 360
16419522 10.6 8/1/2021 180 179
16419507 11.6 8/1/2036 360 359
16419510 12.1 9/1/2036 360 360
16419511 16.725 8/1/2021 180 179
16186852 12.225 6/1/2036 360 357
16599340 13.475 8/1/2036 360 359
16599579 11.475 8/1/2036 360 359
16407276 10.85 8/1/2036 360 359
16406817 15.975 8/1/2021 180 179
16422702 12.35 9/1/2036 360 360
16422937 15.225 8/1/2036 360 359
16397449 14.725 8/1/2021 180 179
16382990 12.975 8/1/2036 360 359
16376336 17.225 8/1/2036 360 359
16322857 13.35 8/1/2036 360 359
16358044 11.225 7/1/2036 360 358
16390235 11.1 8/1/2036 360 359
16420601 16.475 9/1/2036 360 360
16407058 11.225 8/1/2036 360 359
16186689 13.6 5/1/2036 360 356
16186435 16.225 7/1/2036 360 358
16186454 12.475 6/1/2036 360 357
16186391 11.35 6/1/2036 360 357
16186075 18.85 8/1/2021 180 179
16184976 7.85 8/1/2036 360 359
16184968 7.85 8/1/2036 360 359
16402684 8.225 8/1/2036 360 359
16402768 14.35 8/1/2036 360 359
16404238 14.475 8/1/2021 180 179
16376282 12.475 8/1/2021 180 179
16375214 10.6 8/1/2036 360 359
16387116 15.1 8/1/2036 360 359
16359399 16.85 7/1/2036 360 358
16420604 12.6 8/1/2036 360 359
16420606 18.975 8/1/2036 360 359
16420622 13.225 8/1/2036 360 359
16420629 15.35 8/1/2036 360 359
16420631 13.975 9/1/2036 360 360
16420635 12.475 8/1/2036 360 359
16420641 12.225 8/1/2036 360 359
16420654 16.725 8/1/2036 360 359
16420658 18.725 8/1/2036 360 359
16420659 12.6 8/1/2036 360 359
16420678 14.475 8/1/2036 360 359
16420698 11.725 9/1/2036 360 360
16420737 12.975 9/1/2036 360 360
16420741 16.225 8/1/2036 360 359
16420749 16.1 8/1/2036 360 359
16420755 12.85 8/1/2021 180 179
16420757 12.475 8/1/2036 360 359
16420760 16.1 8/1/2036 360 359
16420769 10.975 8/1/2036 360 359
16420770 10.225 8/1/2036 360 359
16420771 11.6 8/1/2036 360 359
16420772 12.85 8/1/2036 360 359
16420776 14.725 8/1/2036 360 359
16420780 16.725 8/1/2036 360 359
16420795 10.725 8/1/2021 180 179
16420801 14.725 8/1/2021 180 179
16420818 10.85 8/1/2021 180 179
16420822 14.725 9/1/2021 180 180
16420824 14.35 8/1/2036 360 359
16420452 9.975 8/1/2036 360 359
16420453 13.1 8/1/2036 360 359
16420454 13.1 8/1/2036 360 359
16420455 13.1 8/1/2036 360 359
16420456 13.1 8/1/2036 360 359
16420461 14.725 8/1/2021 180 179
16420470 8.225 9/1/2036 360 360
16420474 14.35 8/1/2036 360 359
16420476 12.475 9/1/2021 180 180
16420480 17.1 8/1/2036 360 359
16420491 11.6 8/1/2036 360 359
16420494 15.225 8/1/2036 360 359
16420501 11.225 8/1/2036 360 359
16420512 13.85 8/1/2036 360 359
16420516 14.1 8/1/2036 360 359
16420517 15.225 8/1/2036 360 359
16420525 16.975 9/1/2021 180 180
16420531 16.725 8/1/2036 360 359
16420539 17.475 8/1/2036 360 359
16420541 13.225 8/1/2021 180 179
16420560 12.725 8/1/2036 360 359
16420562 11.1 9/1/2036 360 360
16420568 14.85 9/1/2036 360 360
16420570 16.85 8/1/2036 360 359
16420576 16.975 9/1/2036 360 360
16420351 11.975 7/1/2036 360 358
16420367 15.225 8/1/2036 360 359
16420386 13.725 8/1/2036 360 359
16420390 14.725 8/1/2036 360 359
16420393 16.1 8/1/2036 360 359
16420398 14.225 8/1/2036 360 359
16420399 15.85 8/1/2036 360 359
16420403 15.225 8/1/2036 360 359
16420408 14.475 8/1/2036 360 359
16420413 15.725 8/1/2036 360 359
16420416 17.35 9/1/2036 360 360
16420420 17.35 9/1/2036 360 360
16420421 17.35 9/1/2036 360 360
16420424 18.1 8/1/2036 360 359
16420430 13.85 8/1/2036 360 359
16420433 13.85 8/1/2036 360 359
16420195 12.475 9/1/2036 360 360
16420199 10.725 8/1/2036 360 359
16420209 12.225 8/1/2021 180 179
16420212 10.225 8/1/2036 360 359
16420219 8.975 8/1/2036 360 359
16420223 11.475 8/1/2036 360 359
16420228 15.85 9/1/2021 180 180
16420238 16.225 7/1/2021 180 178
16420265 13.35 8/1/2036 360 359
16420267 12.475 8/1/2036 360 359
16420278 15.35 8/1/2036 360 359
16420286 13.975 9/1/2036 360 360
16420289 12.975 9/1/2036 360 360
16420318 17.975 9/1/2036 360 360
16420327 11.725 8/1/2036 360 359
16420346 15.35 9/1/2036 360 360
16420111 15.725 8/1/2036 360 359
16420119 15.975 8/1/2036 360 359
16420127 11.475 8/1/2021 180 179
16372014 12.1 8/1/2021 180 179
16420131 14.1 8/1/2021 180 179
16420136 12.975 8/1/2021 180 179
16420145 13.35 8/1/2021 180 179
16420150 12.1 9/1/2036 360 360
16420154 10.475 8/1/2021 180 179
16420160 14.35 9/1/2036 360 360
16420170 10.1 9/1/2036 360 360
16420173 11.725 8/1/2036 360 359
16372027 15.225 8/1/2036 360 359
16419987 16.35 9/1/2021 180 180
16420007 14.35 8/1/2036 360 359
16420015 15.725 8/1/2021 180 179
16420033 17.725 8/1/2036 360 359
16420055 16.1 9/1/2036 360 360
16420061 15.725 8/1/2036 360 359
16420088 12.975 7/1/2021 180 178
16420093 9.35 8/1/2036 360 359
16420096 10.6 8/1/2036 360 359
16420101 10.975 8/1/2036 360 359
16392575 11.6 8/1/2021 180 179
16392592 9.975 8/1/2036 360 359
16392597 18.6 8/1/2021 180 179
16392599 13.225 8/1/2036 360 359
16392512 10.475 8/1/2036 360 359
16392516 15.35 8/1/2021 180 179
16392517 17.725 8/1/2036 360 359
16392518 10.35 8/1/2036 360 359
16392519 10.85 8/1/2036 360 359
16392520 16.35 8/1/2036 360 359
16392533 12.1 8/1/2036 360 359
16392535 9.35 8/1/2036 360 359
16392547 11.1 8/1/2036 360 359
16392557 11.225 8/1/2021 180 179
16392559 16.6 8/1/2021 180 179
16392563 11.725 8/1/2036 360 359
16392483 14.475 8/1/2036 360 359
16392485 14.975 8/1/2036 360 359
16392490 15.475 8/1/2036 360 359
16392497 8.725 8/1/2036 360 359
16371975 11.475 5/1/2036 360 356
16392428 15.85 8/1/2036 360 359
16392439 11.475 8/1/2021 180 179
16392442 11.975 8/1/2021 180 179
16392449 14.975 8/1/2036 360 359
16392458 15.85 8/1/2036 360 359
16392460 16.1 8/1/2036 360 359
16392462 16.1 8/1/2036 360 359
16392463 14.1 8/1/2021 180 179
16392473 13.225 7/1/2021 180 178
16392420 12.35 8/1/2021 180 179
16419484 13.225 9/1/2036 360 360
16419492 16.1 8/1/2021 180 179
16331384 12.975 7/1/2036 360 358
16331391 9.875 8/1/2021 180 179
16331393 16.725 7/1/2036 360 358
16329767 12.475 8/1/2036 360 359
16230007 13.35 8/1/2036 360 359
16326930 13.725 8/1/2021 180 179
16326863 15.725 7/1/2021 180 178
16326910 13.725 8/1/2021 180 179
16229990 12.1 8/1/2036 360 359
16326689 11.975 7/1/2036 360 358
16326721 11.475 7/1/2036 360 358
16326748 11.225 7/1/2036 360 358
16229975 8.85 8/1/2036 360 359
16326584 13.475 8/1/2036 360 359
16227871 11.85 8/1/2036 360 359
16358244 12.35 8/1/2021 180 179
16358248 8.35 8/1/2036 360 359
16301762 13.85 7/1/2036 360 358
16544443 8.725 9/1/2021 180 180
16544447 11.475 9/1/2021 180 180
16544450 11.475 9/1/2021 180 180
16545041 12.975 8/1/2036 360 359
16545049 13.725 9/1/2036 360 360
16545099 13.975 9/1/2021 180 180
16545101 14.975 8/1/2021 180 179
16545110 11.725 9/1/2021 180 180
16545118 10.1 9/1/2036 360 360
16545130 11.1 9/1/2036 360 360
16545155 14.35 9/1/2036 360 360
16545167 11.725 9/1/2036 360 360
16545211 9.475 9/1/2021 180 180
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16545450 11.85 9/1/2021 180 180
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16545479 11.725 9/1/2036 360 360
16545354 13.475 8/1/2036 360 359
16545355 12.475 9/1/2036 360 360
16545417 9.475 9/1/2036 360 360
16330042 13.725 8/1/2036 360 359
16330099 14.975 8/1/2036 360 359
16330170 14.1 8/1/2036 360 359
16329865 13.975 8/1/2021 180 179
16326935 15.975 7/1/2036 360 358
16329681 13.475 7/1/2036 360 358
16329951 16.6 8/1/2036 360 359
16329973 9.725 8/1/2036 360 359
16220586 18.225 8/1/2036 360 359
16220704 13.6 6/1/2021 180 177
16220712 13.6 6/1/2021 180 177
16224543 13.6 8/1/2036 360 359
16225877 16.1 7/1/2036 360 358
16225881 16.1 7/1/2036 360 358
16226269 12.85 6/1/2036 360 357
16326896 13.975 7/1/2036 360 358
16326921 14.225 8/1/2021 180 179
16210141 9.85 8/1/2036 360 359
16326867 11.975 7/1/2021 180 178
16326876 15.225 7/1/2036 360 358
16206446 11.6 8/1/2036 360 359
16360748 11.725 8/1/2036 360 359
16360755 14.85 8/1/2036 360 359
16360833 12.225 8/1/2036 360 359
16365347 12.475 8/1/2036 360 359
16365386 13.35 8/1/2036 360 359
16365388 11.725 8/1/2036 360 359
16365437 13.975 8/1/2036 360 359
16365446 11.35 8/1/2036 360 359
16365471 9.975 8/1/2036 360 359
16365502 11.35 8/1/2036 360 359
16367795 11.85 8/1/2036 360 359
16367814 12.225 8/1/2036 360 359
16367849 13.475 8/1/2036 360 359
16367949 12.475 8/1/2036 360 359
16371611 11.475 8/1/2036 360 359
16371729 10.975 8/1/2036 360 359
16374640 10.725 8/1/2036 360 359
16374668 12.6 8/1/2036 360 359
16376443 9.6 8/1/2036 360 359
16376410 11.225 8/1/2036 360 359
16376486 13.1 8/1/2036 360 359
16376508 11.975 8/1/2036 360 359
16376523 11.475 8/1/2036 360 359
16376854 15.1 8/1/2036 360 359
16376781 11.475 8/1/2036 360 359
16378034 16.975 8/1/2036 360 359
16382597 10.1 8/1/2036 360 359
16382525 12.1 8/1/2036 360 359
16382631 13.975 8/1/2036 360 359
16382674 13.475 8/1/2036 360 359
16383896 11.6 8/1/2036 360 359
16383917 11.85 8/1/2036 360 359
16386839 11.475 8/1/2036 360 359
16387019 11.1 8/1/2036 360 359
16388530 13.85 8/1/2036 360 359
16388534 12.6 8/1/2036 360 359
16388629 12.85 8/1/2036 360 359
16343573 10.475 8/1/2036 360 359
16343691 12.475 8/1/2036 360 359
16389772 9.975 8/1/2036 360 359
16389776 9.225 8/1/2036 360 359
16389926 12.475 8/1/2036 360 359
16392933 12.6 8/1/2036 360 359
16392967 10.85 8/1/2036 360 359
16345652 11.225 8/1/2036 360 359
16345662 12.725 8/1/2036 360 359
16345691 12.85 8/1/2036 360 359
16345618 11.725 8/1/2036 360 359
16347145 12.475 8/1/2036 360 359
16347232 14.225 8/1/2036 360 359
16347245 11.225 8/1/2036 360 359
16347261 10.85 8/1/2036 360 359
16347336 11.725 8/1/2036 360 359
16349136 13.725 8/1/2036 360 359
16349150 14.725 8/1/2036 360 359
16357698 10.465 8/1/2036 360 359
16394495 11.725 8/1/2036 360 359
16395080 12.6 8/1/2036 360 359
16395185 12.35 8/1/2036 360 359
16395063 12.225 8/1/2036 360 359
16400291 10.225 8/1/2036 360 359
16357703 12.225 8/1/2036 360 359
16357816 11.975 8/1/2036 360 359
16357732 12.225 8/1/2036 360 359
16359503 11.225 8/1/2036 360 359
16359641 11.1 8/1/2036 360 359
16359526 11.465 8/1/2036 360 359
16359654 12.725 8/1/2036 360 359
16359714 11.35 8/1/2036 360 359
16359727 14.475 8/1/2036 360 359
16359736 11.975 8/1/2036 360 359
16359773 14.35 8/1/2036 360 359
16400343 12.35 8/1/2036 360 359
16360676 9.6 8/1/2036 360 359
16206807 10.35 8/1/2036 360 359
16305839 12.225 8/1/2036 360 359
16305723 12.35 8/1/2036 360 359
16305727 10.475 8/1/2036 360 359
16305739 10.465 8/1/2036 360 359
16305951 11.35 8/1/2036 360 359
16316412 12.725 8/1/2036 360 359
16316540 14.475 8/1/2036 360 359
16318806 11.725 8/1/2036 360 359
16318826 12.6 8/1/2036 360 359
16318834 11.975 8/1/2036 360 359
16318838 10.725 8/1/2036 360 359
16318997 10.85 8/1/2036 360 359
16321649 12.725 8/1/2036 360 359
16321675 12.725 8/1/2036 360 359
16321700 12.6 8/1/2036 360 359
16321709 11.475 8/1/2036 360 359
16321802 11.475 8/1/2036 360 359
16321008 10.1 8/1/2036 360 359
16323790 11.225 8/1/2036 360 359
16323815 10.35 8/1/2036 360 359
16327119 9.975 8/1/2036 360 359
16329544 14.725 8/1/2036 360 359
16329583 14.225 8/1/2036 360 359
16331169 11.975 8/1/2036 360 359
16331267 11.35 8/1/2036 360 359
16335861 9.225 8/1/2036 360 359
16339910 8.475 8/1/2036 360 359
16339999 13.975 8/1/2036 360 359
16342627 10.1 8/1/2036 360 359
16342607 12.35 8/1/2036 360 359
16342755 11.35 8/1/2036 360 359
16342756 12.725 8/1/2036 360 359
16342788 10.35 8/1/2036 360 359
16342797 12.1 8/1/2036 360 359
16368471 10.475 7/1/2021 180 178
16378289 9.85 1/1/2021 180 172
16392364 10.725 8/1/2021 180 179
16395377 10.975 8/1/2021 180 179
16420696 17.6 8/1/2021 180 179
16468573 10.35 9/1/2036 360 360
16540156 10.225 8/1/2021 180 179
16400832 16.6 8/1/2036 360 359
16404301 10.1 8/1/2036 360 359
16201208 12.225 8/1/2036 360 359
16199430 13.725 6/1/2021 180 177
16186603 13.6 5/1/2036 360 356
16186962 9.725 8/1/2036 360 359
16146896 9.475 8/1/2036 360 359
16146883 13.35 8/1/2036 360 359
16165554 13.725 5/1/2036 360 356
16139160 16.225 6/1/2036 360 357
16139382 12.475 3/1/2036 360 354
16142126 15.225 4/1/2036 360 355
16102373 12.85 7/1/2036 360 358
LOAN_ID AMORT_TERM1 ORIGINAL_BALANCE FIRST_PAY_DATE PAYMENT
---------------------------------------------------------------------------------------------------------------------
16389965 360 56000 9/1/2006 730.53
16389969 360 80795 9/1/2006 885.87
16293287 360 55000 8/1/2006 539.42
16293294 360 17229 7/1/2006 197.34
16293296 360 38000 8/1/2006 376.31
16293376 360 14000 7/1/2006 171.44
16293382 360 31200 8/1/2006 314.94
16293392 360 47000 9/1/2006 670.07
16293393 360 22700 8/1/2006 242.27
16293395 360 41800 9/1/2006 595.93
16293404 360 19762 8/1/2006 265.75
16293410 360 63600 7/1/2006 894.38
16293412 360 59800 8/1/2006 791.01
16293414 360 63000 8/1/2006 660.17
16293418 360 24720 8/1/2006 310.1
16293432 360 40650 8/1/2006 402.56
16293439 360 80116 9/1/2006 824.08
16293443 360 19500 8/1/2006 231.05
16293457 360 31750 9/1/2006 314.42
16293468 360 65070 7/1/2006 758.14
16293483 360 45800 7/1/2006 479.94
16293189 360 25100 8/1/2006 321.59
16293240 360 44400 9/1/2006 460.99
16293247 360 36900 8/1/2006 386.67
16293257 360 27900 8/1/2006 316.83
16293268 360 53500 8/1/2006 633.91
16293272 360 14600 7/1/2006 161.51
16291214 360 46000 10/1/2006 474.38
16293105 360 85146 8/1/2006 1179.63
16293136 360 48147 8/1/2006 584.8
16293149 360 29990 7/1/2006 361.29
16422759 360 27200 9/1/2006 324.98
16422763 360 47000 9/1/2006 627.3
16422780 360 67380 7/1/2006 863.31
16335179 360 17751 9/1/2006 206.82
16422738 360 41800 6/1/2006 362.97
16422744 360 53750 10/1/2006 511.87
16422750 360 45980 9/1/2006 531.19
16422697 360 15353 9/1/2006 191.06
16422709 360 17600 9/1/2006 215.52
16422617 360 22800 9/1/2006 267.9
16422620 360 45450 8/1/2006 529.54
16422621 360 350000 9/1/2006 4229.17
16422624 360 58150 9/1/2006 683.25
16422628 360 118000 8/1/2006 1293.8
16422632 360 26000 8/1/2006 230.57
16422639 360 27540 9/1/2006 323.59
16422645 360 67500 9/1/2006 871.87
16422649 360 54000 9/1/2006 534.76
16422650 360 15900 9/1/2006 189.97
16422653 360 25000 10/1/2006 249.96
16422654 360 127100 9/1/2006 1246.55
16422657 360 25000 9/1/2006 210.21
16422662 360 34600 9/1/2006 416.82
16422666 360 31050 10/1/2006 361.77
16422668 360 33000 9/1/2006 301.86
16422682 360 30700 9/1/2006 375.94
16419622 360 39400 10/1/2006 549.74
16419624 360 54750 10/1/2006 536.97
16419625 360 80000 10/1/2006 838.32
16419592 360 23200 9/1/2006 273.08
16419603 360 115000 10/1/2006 1534.88
16419605 360 81000 10/1/2006 802.14
16419607 360 57250 10/1/2006 798.79
16419616 360 47171 9/1/2006 658.16
16419568 360 19600 9/1/2006 228.36
16419571 360 32235 9/1/2006 391.53
16419574 360 26000 9/1/2006 318.38
16419575 360 44840 9/1/2006 566.98
16419577 360 96000 9/1/2006 1043.23
16419579 360 25050 10/1/2006 316.74
16419583 360 29877 9/1/2006 398.76
16419584 360 25050 10/1/2006 321.76
16419537 360 58750 9/1/2006 684.5
16419538 360 46250 9/1/2006 367.99
16419547 360 24000 9/1/2006 301.07
16419552 360 17600 9/1/2006 146.39
16419558 360 40501 9/1/2006 378.07
16419563 360 97744 10/1/2006 912.43
16419522 360 25500 9/1/2006 245.25
16419507 360 39750 9/1/2006 412.7
16419510 360 54443 10/1/2006 586.33
16419511 360 27500 9/1/2006 395.31
16186852 360 275000 7/1/2006 2921.72
16599340 360 29700 9/1/2006 351.91
16599579 360 30000 9/1/2006 308.58
16407276 360 75950 9/1/2006 744.89
16406817 360 32000 9/1/2006 443.25
16422702 360 59927 10/1/2006 657.06
16422937 360 58688 9/1/2006 777.4
16397449 360 128600 9/1/2006 1651.81
16382990 360 96398 9/1/2006 1104.16
16376336 360 16000 9/1/2006 237.88
16322857 360 54000 9/1/2006 624.38
16358044 360 84600 8/1/2006 853.96
16390235 360 46018 9/1/2006 460.11
16420601 360 88500 10/1/2006 1261.73
16407058 360 136000 9/1/2006 1372.8
16186689 360 22400 6/1/2006 263.67
16186435 360 128100 8/1/2006 1800.32
16186454 360 78650 7/1/2006 870.03
16186391 360 91980 7/1/2006 910.22
16186075 360 24000 9/1/2006 388.72
16184976 360 25500 9/1/2006 193.82
16184968 360 27940 9/1/2006 212.36
16402684 360 52962 9/1/2006 416.65
16402768 360 55000 9/1/2006 689.95
16404238 180 26050 9/1/2006 364.59
16376282 180 23550 9/1/2006 297.96
16375214 360 66475 9/1/2006 639.35
16387116 360 51495 9/1/2006 670.51
16359399 360 30000 8/1/2006 436.85
16420604 360 89800 9/1/2006 982.19
16420606 360 71250 9/1/2006 1161.32
16420622 360 108140 9/1/2006 1239.1
16420629 360 27048 9/1/2006 361.01
16420631 360 34300 10/1/2006 420.02
16420635 360 175000 9/1/2006 1935.85
16420641 360 105000 9/1/2006 1141.03
16420654 360 29550 9/1/2006 427.29
16420658 360 30000 9/1/2006 481.25
16420659 360 31000 9/1/2006 345.96
16420678 360 32900 9/1/2006 416.01
16420698 360 21600 10/1/2006 226.35
16420737 360 20900 10/1/2006 239.39
16420741 360 41400 9/1/2006 581.84
16420749 360 35400 9/1/2006 493.92
16420755 360 53000 9/1/2006 601.86
16420757 360 57000 9/1/2006 630.53
16420760 360 43600 9/1/2006 608.34
16420769 360 124980 9/1/2006 1237.67
16420770 360 45200 9/1/2006 421.93
16420771 360 81980 9/1/2006 851.15
16420772 360 29985 9/1/2006 340.51
16420776 360 27600 9/1/2006 354.52
16420780 360 90600 9/1/2006 1310.07
16420795 360 86000 9/1/2006 835.28
16420801 360 26000 9/1/2006 333.96
16420818 360 78000 9/1/2006 765
16420822 360 65000 10/1/2006 834.9
16420824 360 53000 9/1/2006 664.86
16420452 360 56450 9/1/2006 516.37
16420453 360 14550 9/1/2006 168.09
16420454 360 14550 9/1/2006 168.09
16420455 360 14550 9/1/2006 168.09
16420456 360 14550 9/1/2006 168.09
16420461 360 52500 9/1/2006 674.34
16420470 360 34250 10/1/2006 269.44
16420474 360 57000 9/1/2006 715.04
16420476 360 30900 10/1/2006 341.82
16420480 360 35200 9/1/2006 519.73
16420491 360 37400 9/1/2006 388.3
16420494 360 19000 9/1/2006 251.68
16420501 360 38500 9/1/2006 388.62
16420512 360 21000 9/1/2006 255.07
16420516 360 42600 9/1/2006 525.91
16420517 360 21490 9/1/2006 284.66
16420525 180 22200 10/1/2006 323.75
16420531 360 46000 9/1/2006 665.16
16420539 360 36868 9/1/2006 555.64
16420541 360 73000 9/1/2006 850.53
16420560 360 59998 9/1/2006 675.44
16420562 360 46000 10/1/2006 459.93
16420568 360 67000 10/1/2006 858.44
16420570 360 66000 9/1/2006 955.63
16420576 360 47250 10/1/2006 689.06
16420351 360 22350 8/1/2006 238.53
16420367 360 19600 9/1/2006 259.62
16420386 360 17985 9/1/2006 213.57
16420390 360 24180 9/1/2006 310.58
16420393 360 24642 9/1/2006 343.83
16420398 360 25780 9/1/2006 320.83
16420399 360 19350 9/1/2006 266.07
16420403 360 13000 9/1/2006 172.2
16420408 360 26980 9/1/2006 341.15
16420413 360 27180 9/1/2006 368.06
16420416 360 29380 10/1/2006 439.78
16420420 360 29380 10/1/2006 439.79
16420421 360 29380 10/1/2006 439.78
16420424 360 21000 9/1/2006 327.22
16420430 360 14500 9/1/2006 176.12
16420433 360 14500 9/1/2006 176.12
16420195 360 32000 10/1/2006 353.99
16420199 360 64000 9/1/2006 621.61
16420209 360 87600 9/1/2006 951.94
16420212 360 45000 9/1/2006 420.07
16420219 360 62400 9/1/2006 524.69
16420223 360 14500 9/1/2006 149.15
16420228 360 57000 10/1/2006 783.77
16420238 360 36250 8/1/2006 509.46
16420265 360 400000 9/1/2006 4625
16420267 360 98650 9/1/2006 1091.27
16420278 360 38500 9/1/2006 513.85
16420286 360 49000 10/1/2006 600.03
16420289 360 65000 10/1/2006 744.52
16420318 360 16500 10/1/2006 255.41
16420327 360 40900 9/1/2006 428.59
16420346 360 12980 10/1/2006 173.25
16420111 360 18400 9/1/2006 251.15
16420119 360 26768 9/1/2006 370.78
16420127 360 242000 9/1/2006 2420
16372014 360 46000 9/1/2006 495.4
16420131 360 70000 9/1/2006 853.13
16420136 360 57980 9/1/2006 652.28
16420145 360 49980 9/1/2006 587.26
16420150 360 55980 10/1/2006 588.96
16420154 360 62400 9/1/2006 594.25
16420160 360 64350 10/1/2006 807.24
16420170 360 44400 10/1/2006 410.3
16420173 360 84750 9/1/2006 865.16
16372027 360 65250 9/1/2006 864.31
16419987 360 86000 10/1/2006 1217.36
16420007 360 77250 9/1/2006 957.58
16420015 180 25400 9/1/2006 377.49
16420033 360 44173 9/1/2006 674.74
16420055 360 39100 10/1/2006 545.55
16420061 360 30000 9/1/2006 409.48
16420088 360 55950 8/1/2006 640.86
16420093 360 30400 9/1/2006 263.98
16420096 360 104850 9/1/2006 1008.43
16420101 360 76200 9/1/2006 754.6
16392575 360 26000 9/1/2006 269.94
16392592 360 33500 9/1/2006 293.13
16392597 360 22950 9/1/2006 367
16392599 360 51500 9/1/2006 600.03
16392512 360 31500 9/1/2006 299.98
16392516 360 106250 9/1/2006 1418.1
16392517 360 78750 9/1/2006 1197.66
16392518 360 87246 9/1/2006 790.67
16392519 360 122500 9/1/2006 1201.44
16392520 360 38400 9/1/2006 543.56
16392533 360 86250 9/1/2006 928.88
16392535 360 52950 9/1/2006 459.79
16392547 360 23278 9/1/2006 232.74
16392557 360 69000 9/1/2006 696.49
16392559 360 152250 9/1/2006 2186.05
16392563 360 54050 9/1/2006 566.39
16392483 360 11350 9/1/2006 143.51
16392485 360 28500 9/1/2006 371.79
16392490 360 58710 9/1/2006 789.51
16392497 360 39750 9/1/2006 327.01
16371975 360 75000 6/1/2006 771.46
16392428 360 36220 9/1/2006 498.04
16392439 360 120000 9/1/2006 1234.34
16392442 360 99400 9/1/2006 1035.42
16392449 360 31000 9/1/2006 404.4
16392458 360 18400 9/1/2006 253.01
16392460 360 29400 9/1/2006 410.21
16392462 360 29400 9/1/2006 410.21
16392463 360 52200 9/1/2006 644.41
16392473 180 51000 8/1/2006 670.64
16392420 360 343900 9/1/2006 3770.65
16419484 360 34600 10/1/2006 403.13
16419492 180 30000 9/1/2006 453.75
16331384 360 34310 8/1/2006 385.99
16331391 360 113766 9/1/2006 1032.17
16331393 360 29767 8/1/2006 427.9
16329767 360 18600 9/1/2006 205.76
16230007 360 54980 9/1/2006 646.01
16326930 360 50000 9/1/2006 602.34
16326863 360 44100 8/1/2006 601.94
16326910 360 50000 9/1/2006 602.34
16229990 360 77980 9/1/2006 839.82
16326689 360 30000 8/1/2006 308.98
16326721 360 182000 8/1/2006 1820
16326748 360 73980 8/1/2006 746.76
16229975 360 45000 9/1/2006 374.29
16326584 360 24000 9/1/2006 280
16227871 360 79356 9/1/2006 839.25
16358244 360 61243 9/1/2006 671.49
16358248 360 17500 9/1/2006 139.24
16301762 360 30735 8/1/2006 373.31
16544443 180 62000 10/1/2006 477.92
16544447 360 157500 10/1/2006 1620.06
16544450 360 187000 10/1/2006 1923.51
16545041 360 78774 9/1/2006 902.29
16545049 360 28948 10/1/2006 348.73
16545099 360 68000 10/1/2006 832.7
16545101 360 89800 9/1/2006 1159.92
16545110 360 42000 10/1/2006 428.75
16545118 360 46000 10/1/2006 425.08
16545130 360 44950 10/1/2006 449.43
16545155 360 75000 10/1/2006 940.84
16545167 360 50250 10/1/2006 526.57
16545211 360 52500 10/1/2006 460.73
16545213 360 28350 10/1/2006 242.16
16545215 360 66500 9/1/2006 645.89
16545231 360 22800 9/1/2006 221.45
16545240 360 62830 9/1/2006 628.2
16545253 360 101000 10/1/2006 1277.09
16545264 360 108000 10/1/2006 1485.04
16545285 360 83700 10/1/2006 925.89
16545289 360 53580 10/1/2006 520.4
16545300 360 56380 10/1/2006 679.21
16545309 360 80400 9/1/2006 968.57
16545317 360 59600 10/1/2006 855.75
16545335 360 40945 10/1/2006 386.07
16545337 360 19100 9/1/2006 160.61
16545352 360 71600 9/1/2006 778.07
16544256 360 80000 10/1/2006 1003.56
16544267 360 55000 9/1/2006 629.98
16544285 360 275000 10/1/2006 2908.31
16544296 360 227000 9/1/2006 2915.72
16544299 360 32495 10/1/2006 304.64
16544306 360 67398 9/1/2006 858.95
16544307 360 51000 9/1/2006 758.21
16544317 360 25000 9/1/2006 306.14
16544329 360 80450 10/1/2006 812.07
16544330 360 41975 9/1/2006 522.37
16544338 360 88654 9/1/2006 861.06
16544344 360 67980 9/1/2006 785.34
16544345 360 104000 10/1/2006 961.06
16544348 360 53025 9/1/2006 480.1
16544351 360 17500 9/1/2006 200.45
16544352 360 64000 10/1/2006 615.54
16544368 360 43511 9/1/2006 460.16
16544373 360 102400 9/1/2006 1233.6
16544386 360 47100 10/1/2006 586.15
16544403 360 190600 10/1/2006 1923.93
16390350 360 116250 9/1/2006 1030.93
16390357 360 61000 9/1/2006 795.76
16390360 360 24960 9/1/2006 298.22
16390366 360 65800 8/1/2006 577.44
16390375 360 69000 9/1/2006 637.63
16390383 360 82000 9/1/2006 843.46
16390387 360 93900 9/1/2006 958.56
16390388 360 81000 9/1/2006 877.5
16390403 360 199800 9/1/2006 2093.7
16390404 360 54400 9/1/2006 682.42
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16549553 360 25050 9/1/2006 248.07
16549558 360 99400 9/1/2006 1167.94
16549590 360 35000 7/1/2006 442.56
16330177 360 45400 8/1/2006 333.13
16546270 360 29500 9/1/2006 301.15
16546281 360 37000 9/1/2006 377.71
16546295 360 26250 10/1/2006 324.06
16546296 360 129900 10/1/2006 1513.48
16330323 360 37600 9/1/2006 372.08
16331347 360 44407 8/1/2006 360.81
16331378 360 46710 8/1/2006 481.7
16546356 360 22500 10/1/2006 339.09
16546369 360 50000 9/1/2006 602.34
16546372 360 55250 10/1/2006 649.18
16546388 360 41972 10/1/2006 530.72
16546402 360 41250 10/1/2006 468.43
16546423 360 46400 10/1/2006 455.08
16331523 360 43645 9/1/2006 335.6
16546482 360 79000 9/1/2006 967.4
16546483 360 114600 10/1/2006 1234.2
16546485 360 89000 9/1/2006 1196.83
16546488 360 79000 9/1/2006 1062.36
16331573 360 58043 8/1/2006 780.54
16546492 360 73600 9/1/2006 1004.59
16546536 360 52475 10/1/2006 737.48
16546551 360 40350 10/1/2006 430.64
16331615 360 39000 8/1/2006 427.61
16545486 360 65000 10/1/2006 631.32
16545508 360 238000 10/1/2006 2404.79
16549350 360 53400 8/1/2006 680.55
16549389 360 61121 8/1/2006 576.3
16549395 360 33000 9/1/2006 361.82
16546025 360 54000 10/1/2006 472.5
16546026 360 87035 10/1/2006 725.29
16546053 360 76100 10/1/2006 1006.74
16546083 360 200000 10/1/2006 2041.67
16546168 360 25100 9/1/2006 312.36
16546181 360 23000 10/1/2006 288.52
16549398 360 40413 9/1/2006 431.31
16549403 360 327500 8/1/2006 4503.25
16549408 360 58650 10/1/2006 770.99
16549427 360 117450 9/1/2006 1264.9
16546214 360 35000 10/1/2006 313.64
16546218 360 50500 10/1/2006 490.49
16546224 360 56250 10/1/2006 662.11
16546228 360 41250 9/1/2006 412.43
16545425 360 67000 10/1/2006 631.74
16545431 360 88500 10/1/2006 654.53
16545450 360 157000 10/1/2006 1660.38
16545453 360 143000 9/1/2006 1215.48
16545479 360 21000 10/1/2006 220.06
16545354 360 40250 9/1/2006 476.91
16545355 360 37400 10/1/2006 413.72
16545417 360 76500 10/1/2006 671.34
16330042 360 20000 9/1/2006 240.94
16330099 360 24000 9/1/2006 313.08
16330170 360 37000 9/1/2006 456.77
16329865 360 25050 9/1/2006 306.75
16326935 360 99000 8/1/2006 1361.25
16329681 360 15400 8/1/2006 182.48
16329951 360 444000 9/1/2006 6336.25
16329973 360 57300 9/1/2006 513.47
16220586 360 31725 9/1/2006 497.58
16220704 360 39200 7/1/2006 468.35
16220712 360 63200 7/1/2006 755.1
16224543 360 25500 9/1/2006 304.67
16225877 360 60000 8/1/2006 837.16
16225881 360 58750 8/1/2006 819.72
16226269 360 105000 7/1/2006 1170.31
16326896 360 38000 8/1/2006 465.33
16326921 360 43068 9/1/2006 535.97
16210141 360 23500 9/1/2006 203.18
16326867 360 69000 8/1/2006 736.41
16326876 360 65500 8/1/2006 867.62
16206446 360 40000 9/1/2006 404.17
16360748 360 58200 9/1/2006 609.88
16360755 360 13950 9/1/2006 180.59
16360833 360 53600 9/1/2006 582.47
16365347 360 143000 9/1/2006 1581.87
16365386 360 65000 9/1/2006 751.56
16365388 360 24200 9/1/2006 253.6
16365437 360 76000 9/1/2006 930.67
16365446 360 124600 9/1/2006 1269.68
16365471 360 51335 9/1/2006 469.59
16365502 360 34650 9/1/2006 353.09
16367795 360 118000 9/1/2006 1247.93
16367814 360 45980 9/1/2006 488.54
16367849 360 94000 9/1/2006 1113.78
16367949 360 144000 9/1/2006 1560
16371611 360 117925 9/1/2006 1212.99
16371729 360 59000 9/1/2006 584.28
16374640 360 60000 9/1/2006 562.5
16374668 360 32000 9/1/2006 357.12
16376443 360 115000 9/1/2006 1019.85
16376410 360 86000 9/1/2006 868.09
16376486 360 60000 9/1/2006 693.16
16376508 360 122000 9/1/2006 1302.06
16376523 360 95800 9/1/2006 958
16376854 360 34375 9/1/2006 451.89
16376781 360 111200 9/1/2006 1143.82
16378034 360 19950 9/1/2006 292.54
16382597 360 54200 9/1/2006 500.87
16382525 360 69800 9/1/2006 751.72
16382631 360 57000 9/1/2006 698
16382674 360 28000 9/1/2006 331.77
16383896 360 45400 9/1/2006 471.37
16383917 360 73978 9/1/2006 762.9
16386839 360 151600 9/1/2006 1559.38
16387019 360 79000 9/1/2006 789.88
16388530 360 42000 9/1/2006 510.14
16388534 360 103000 9/1/2006 1149.46
16388629 360 168000 9/1/2006 1872.5
16343573 360 75000 9/1/2006 714.25
16343691 360 102400 9/1/2006 1109.33
16389772 360 84900 9/1/2006 742.88
16389776 360 93000 9/1/2006 799.01
16389926 360 32500 9/1/2006 352.08
16392933 360 107000 9/1/2006 1170.31
16392967 360 78200 9/1/2006 766.96
16345652 360 190000 9/1/2006 1917.88
16345662 360 63000 9/1/2006 695.62
16345691 360 30900 9/1/2006 350.9
16345618 360 57829 9/1/2006 605.99
16347145 360 86300 9/1/2006 934.92
16347232 360 82300 9/1/2006 1011.6
16347245 360 62250 9/1/2006 609.53
16347261 360 65500 9/1/2006 642.41
16347336 360 124400 9/1/2006 1269.92
16349136 360 103000 9/1/2006 1240.83
16349150 360 33000 9/1/2006 423.88
16357698 360 192600 9/1/2006 1832.72
16394495 360 13800 9/1/2006 144.61
16395080 360 120000 9/1/2006 1339.18
16395185 360 175000 9/1/2006 1918.77
16395063 360 82000 9/1/2006 871.25
16400291 360 49973 9/1/2006 466.49
16357703 360 92400 9/1/2006 1004.1
16357816 360 205000 9/1/2006 2135.42
16357732 360 76000 9/1/2006 825.89
16359503 360 142000 9/1/2006 1390.42
16359641 360 250000 9/1/2006 2421.88
16359526 360 112400 9/1/2006 1155.3
16359654 360 100600 9/1/2006 1132.53
16359714 360 37600 9/1/2006 383.15
16359727 360 59760 9/1/2006 755.64
16359736 360 102480 9/1/2006 1067.5
16359773 360 43800 9/1/2006 549.46
16400343 360 73800 9/1/2006 791.81
16360676 360 97500 9/1/2006 864.65
16206807 360 89250 9/1/2006 841.53
16305839 360 52000 9/1/2006 552.5
16305723 360 108800 9/1/2006 1192.92
16305727 360 116000 9/1/2006 1104.7
16305739 360 85000 9/1/2006 808.83
16305951 360 78500 9/1/2006 776.82
16316412 360 83250 9/1/2006 937.21
16316540 360 188000 9/1/2006 2377.15
16318806 360 161400 9/1/2006 1691.31
16318826 360 25000 9/1/2006 279
16318834 360 52000 9/1/2006 541.67
16318838 360 43650 9/1/2006 423.96
16318997 360 105000 9/1/2006 995.31
16321649 360 85000 9/1/2006 956.91
16321675 360 121000 9/1/2006 1336.04
16321700 360 100000 9/1/2006 1115.98
16321709 360 72000 9/1/2006 740.61
16321802 360 179800 9/1/2006 1849.45
16321008 360 57000 9/1/2006 526.74
16323790 360 36199 9/1/2006 365.4
16323815 360 91600 9/1/2006 830.13
16327119 360 40000 9/1/2006 350
16329544 360 55600 9/1/2006 706.58
16329583 360 27000 9/1/2006 336.01
16331169 360 47800 9/1/2006 510.15
16331267 360 92250 9/1/2006 940.03
16335861 360 33800 9/1/2006 290.4
16339910 360 38000 9/1/2006 305.76
16339999 360 24200 9/1/2006 296.35
16342627 360 79800 9/1/2006 737.43
16342607 360 81000 9/1/2006 888.11
16342755 360 35000 9/1/2006 356.66
16342756 360 110980 9/1/2006 1225.4
16342788 360 80700 9/1/2006 731.34
16342797 360 270000 9/1/2006 2907.81
16368471 360 29800 8/1/2006 283.79
16378289 360 29050 2/1/2006 263.03
16392364 360 35000 9/1/2006 339.94
16395377 360 30500 9/1/2006 302.04
16420696 360 22800 9/1/2006 345.94
16468573 360 40000 10/1/2006 377.16
16540156 360 44965 9/1/2006 419.74
16400832 360 88000 9/1/2006 1263.53
16404301 360 54200 9/1/2006 500.86
16201208 360 25100 9/1/2006 272.76
16199430 360 43027 7/1/2006 518.34
16186603 360 50000 6/1/2006 597.39
16186962 360 25500 9/1/2006 228.51
16146896 360 34500 9/1/2006 302.77
16146883 360 63600 9/1/2006 747.29
16165554 360 59337 6/1/2006 714.83
16139160 360 45000 7/1/2006 628.12
16139382 360 72000 4/1/2006 796.47
16142126 360 19100 5/1/2006 253.01
16102373 360 196900 8/1/2006 2235.97
LOAN_ID CURRENT_BALANCE LOAN_TO_VALUE MI MERS_ID1 MARGIN
------------------------------------------------------------------------------------------------------------------------------------
16389965 55992.8 100 No MI
16389969 80775.99 99.95999908 No MI
16293287 54963.69 76.73000336 No MI
16293294 17218.34 90 No MI
16293296 37975.6 100 No MI
16293376 13993.1 87.69000244 No MI
16293382 31181.03 100 No MI
16293392 46995.76 100 No MI
16293393 22688.32 100 No MI
16293395 41796.24 100 No MI
16293404 19757.2 95 No MI
16293410 63600 100 No MI
16293412 59792.96 100 No MI
16293414 62965.73 100 No MI
16293418 24712.6 100 No MI
16293432 40623.89 99.98000336 No MI
16293439 80093.08 95 No MI
16293443 19492.86 40 No MI
16293457 31739.85 99.97000122 No MI
16293468 65031.93 40 No MI
16293483 45762.43 100 No MI
16293189 25100 99.22000122 No MI
16293240 44387.64 100 No MI
16293247 36879.93 99.98999786 No MI
16293257 27888.04 100 No MI
16293268 53347.45 94.98999786 No MI
16293272 14587.86 89.98000336 No MI
16291214 46000 90 No MI
16293105 85146 95 No MI
16293136 48130.82 100 No MI
16293149 29974.34 89.97000122 No MI
16422759 27195.19 100 No MI
16422763 46994.47 100 No MI
16422780 67380 100 No MI
16335179 17747.58 95 No MI
16422738 41723.1 100 No MI
16422744 53750 100 No MI
16422750 45970.87 100 No MI
16422697 15350.65 90 No MI
16422709 17597.15 100 No MI
16422617 22795.73 95 No MI
16422620 45132.14 99.98000336 No MI
16422621 350000 100 No MI
16422624 58139.11 99.97000122 No MI
16422628 117944.18 100 No MI
16422632 25977.52 90 No MI
16422639 27358.43 100 No MI
16422645 67500 95 No MI
16422649 53982.74 100 No MI
16422650 15897.19 100 No MI
16422653 25000 90 No MI
16422654 127058.25 100 No MI
16422657 24987.71 100 No MI
16422662 34594.06 100 No MI
16422666 31050 95 No MI
16422668 32986.89 100 No MI
16422682 30695.02 100 No MI
16419622 39400 100 No MI
16419624 54750 95 No MI
16419625 80000 100 No MI
16419592 23200 100 No MI
16419603 115000 100 No MI
16419605 81000 95 No MI
16419607 57250 100 No MI
16419616 47166.35 100 No MI
16419568 19596.22 100 No MI
16419571 32229.62 95 No MI
16419574 25995.79 100 No MI
16419575 44833.52 100 No MI
16419577 95976.77 100 No MI
16419579 25050 95 No MI
16419583 29873.49 100 No MI
16419584 25050 99.97000122 No MI
16419537 58738.68 100 No MI
16419538 46224.07 94.97000122 No MI
16419547 23996.43 90 No MI
16419552 17491.11 100 No MI
16419558 40485.75 100 No MI
16419563 97744 100 No MI
16419522 25491.16 100 No MI
16419507 39738.94 85 No MI
16419510 54443 100 No MI
16419511 27500 100 No MI
16186852 274985 90 No MI
16599340 29694.59 100 No MI
16599579 29991.42 100 No MI
16407276 75925.05 89.98999786 No MI
16406817 31996.75 100 No MI
16422702 59927 100 No MI
16422937 58680.88 100 No MI
16397449 20351.32 99.98000336 No MI
16382990 96378.32 100 No MI
16376336 15998.8 100 No MI
16322857 54000 93.88999939 No MI
16358044 84548.57 89.98999786 No MI
16390235 46003.69 100 No MI
16420601 88500 99.66000366 No MI
16407058 135958.87 100 No MI
16186689 22400 100 No MI
16186435 128075.32 100 No MI
16186454 78595.45 94.98999786 No MI
16186391 91980 100 No MI
16186075 23998.78 100 No MI
16184976 25484.15 89.98999786 No MI
16184968 27922.64 90 No MI
16402684 52931.53 90 No MI
16402768 54991.82 100 No MI
16404238 26046.24 99.95999908 No MI
16376282 23507.16 85.45999908 No MI
16375214 66451.93 100 No MI
16387116 51495 95 No MI
16359399 29868.72 93.33000183 No MI
16420604 89800 100 No MI
16420606 71246.49 95 No MI
16420622 108140 100 No MI
16420629 27044.82 100 No MI
16420631 34300 99.94999695 No MI
16420635 174959.98 100 No MI
16420641 104974.6 90 No MI
16420654 29541.49 100 No MI
16420658 30000 100 No MI
16420659 30993.11 100 No MI
16420678 32895.25 100 No MI
16420698 21600 100 No MI
16420737 20900 90 No MI
16420741 41396.03 99.98000336 No MI
16420749 35396.52 100 No MI
16420755 52988.87 100 No MI
16420757 56986.97 100 No MI
16420760 43595.7 100 No MI
16420769 124940.05 100 No MI
16420770 45182.99 100 No MI
16420771 81957.19 100 No MI
16420772 29978.7 95 No MI
16420776 27596.23 95 No MI
16420780 90592.31 100 No MI
16420795 85970.97 100 No MI
16420801 25996.46 86.66999817 No MI
16420818 77974.37 100 No MI
16420822 64991.14 100 No MI
16420824 52992.12 97.08000183 No MI
16420452 56427.57 99.98000336 No MI
16420453 14547.11 90 No MI
16420454 14547.11 90 No MI
16420455 14547.11 90 No MI
16420456 14547.11 90 No MI
16420461 52492.85 100 No MI
16420470 34250 94.98999786 No MI
16420474 56991.52 95 No MI
16420476 30900 100 No MI
16420480 35197.27 100 No MI
16420491 37389.59 100 No MI
16420494 18997.7 89.98000336 No MI
16420501 38488.36 99.34999847 No MI
16420512 20996.49 90 No MI
16420516 42593.29 100 No MI
16420517 21487.4 90 No MI
16420525 22200 90 No MI
16420531 45996.1 100 No MI
16420539 36865.39 95 No MI
16420541 72985.93 100 No MI
16420560 59985.04 99.97000122 No MI
16420562 46000 100 No MI
16420568 67000 100 No MI
16420570 66000 100 No MI
16420576 47250 95 No MI
16420351 22338.5 100 No MI
16420367 19597.63 100 No MI
16420386 17985 95 No MI
16420390 24176.71 100 No MI
16420393 24639.57 100 No MI
16420398 25776.05 100 No MI
16420399 19347.98 95 No MI
16420403 12998.42 90 No MI
16420408 26976.1 100 No MI
16420413 27180 100 No MI
16420416 29380 95 No MI
16420420 29380 95 No MI
16420421 29380 95.37000275 No MI
16420424 20998.72 95 No MI
16420430 14497.58 90 No MI
16420433 14497.58 90 No MI
16420195 32000 100 No MI
16420199 63978.39 90 No MI
16420209 87578.81 100 No MI
16420212 44983.05 100 No MI
16420219 62369.31 100 No MI
16420223 14495.85 77.5 No MI
16420228 57000 100 No MI
16420238 36243.01 100 No MI
16420265 400000 69.65000153 No MI
16420267 98627.44 99.98999786 No MI
16420278 38495.47 100 No MI
16420286 49000 100 No MI
16420289 65000 90 No MI
16420318 16500 95 No MI
16420327 40888.93 100 No MI
16420346 12980 100 No MI
16420111 18398.02 100 No MI
16420119 26765.28 100 No MI
16420127 242000 90 No MI
16372014 45988.56 90 No MI
16420131 70000 100 No MI
16420136 57980 100 No MI
16420145 49970.63 100 No MI
16420150 55980 100 No MI
16420154 62377.75 100 No MI
16420160 64350 99.97000122 No MI
16420170 44400 100 No MI
16420173 84750 95 No MI
16372027 65242.1 100 No MI
16419987 86000 100 No MI
16420007 77250 95 No MI
16420015 25366.47 100 No MI
16420033 44170.06 100 No MI
16420055 39100 90 No MI
16420061 29996.77 100 No MI
16420088 55927.03 99.98000336 No MI
16420093 30386.19 100 No MI
16420096 104813.62 95 No MI
16420101 76175.65 95 No MI
16392575 25992.77 86.01000214 No MI
16392592 33500 100 No MI
16392597 22948.77 95 No MI
16392599 51490.07 100 No MI
16392512 31488.77 90 No MI
16392516 106237.5 95 No MI
16392517 78750 100 No MI
16392518 87246 100 No MI
16392519 122459.76 100 No MI
16392520 38396.44 100 No MI
16392533 86228.54 95 No MI
16392535 52925.94 95 No MI
16392547 23270.77 100 No MI
16392557 68979.13 95 No MI
16392559 152236.68 90 No MI
16392563 54035.37 100 No MI
16392483 11348.37 99.91999817 No MI
16392485 28496.33 95 No MI
16392490 58703.29 100 No MI
16392497 39729.4 23 No MI
16371975 74912.87 100 No MI
16392428 36216.21 100 No MI
16392439 119965.66 95 No MI
16392442 99400 100 No MI
16392449 30996.02 100 No MI
16392458 18398.07 100 No MI
16392460 29397.1 100 No MI
16392462 29397.1 100 No MI
16392463 52191.78 93.91999817 No MI
16392473 50826.48 100 No MI
16392420 343819.11 82.06999969 No MI
16419484 34600 80.27999878 No MI
16419492 29961.87 100 No MI
16331384 34310 90 No MI
16331391 113719.8 90.23999786 No MI
16331393 29767 95 No MI
16329767 18595.74 92.76000214 No MI
16230007 54969.7 100 No MI
16326930 49991.41 100 No MI
16326863 44090.43 99.97000122 No MI
16326910 49991.41 100 No MI
16229990 77960.59 100 No MI
16326689 29662.5 93.63999939 No MI
16326721 182000 80 No MI
16326748 73935.03 100 No MI
16229975 44977.27 100 No MI
16326584 24000 90 No MI
16227871 79335.11 95 No MI
16358244 61228.6 100 No MI
16358248 17490.19 90 No MI
16301762 30724.68 95 No MI
16544443 62000 90 No MI
16544447 157500 95 No MI
16544450 187000 90 No MI
16545041 78757.92 94.90000153 No MI
16545049 28948 100 No MI
16545099 68000 100 No MI
16545101 89800 100 No MI
16545110 42000 95 No MI
16545118 46000 90 No MI
16545130 44950 99.97000122 No MI
16545155 75000 100 No MI
16545167 50250 89.98999786 No MI
16545211 52500 90 No MI
16545213 28350 95 No MI
16545215 66477.55 100 No MI
16545231 22792.3 100 No MI
16545240 62810.47 100 No MI
16545253 101000 100 No MI
16545264 108000 100 No MI
16545285 83700 100 No MI
16545289 53580 100 No MI
16545300 56380 100 No MI
16545309 80386.18 100 No MI
16545317 59600 100 No MI
16545335 40495 100 No MI
16545337 19090.6 90 No MI
16545352 71582.68 100 No MI
16544256 80000 100 No MI
16544267 54988.77 100 No MI
16544285 275000 100 No MI
16544296 226969.07 95 No MI
16544299 32495 85 No MI
16544306 67388.55 100 No MI
16544307 50996.16 100 No MI
16544317 24995.94 95 No MI
16544329 80450 100 No MI
16544330 41968.57 100 No MI
16544338 88624.07 100 No MI
16544344 67966.51 95 No MI
16544345 104000 90 No MI
16544348 53003.35 95 No MI
16544351 17496.43 90 No MI
16544352 64000 100 No MI
16544368 43499.55 100 No MI
16544373 102382.4 100 No MI
16544386 47100 89.98999786 No MI
16544403 190600 100 No MI
16390350 116199.93 95 No MI
16390357 60992.16 100 No MI
16390360 24955.58 100 No MI
16390366 65741.54 100 No MI
16390375 68973.31 100 No MI
16390383 81976.54 100 No MI
16390387 93900 85 No MI
16390388 81000 95 No MI
16390403 199745.92 100 No MI
16390404 54391.91 100 No MI
16371921 63718.23 99.90000153 No MI
16390415 36500 90 No MI
16390423 39794.58 99.97000122 No MI
16390433 74000 100 No MI
16390436 68746.48 99.94000244 No MI
16390438 132000 80 No MI
16390441 25000 89.29000092 No MI
16390442 12379.07 99.83999634 No MI
16390443 46243.7 100 No MI
16390444 240000 95 No MI
16390449 48000 90 No MI
16390460 86250 95 No MI
16390467 68427 94.87000275 No MI
16390473 60555 100 No MI
16390476 34630.93 100 No MI
16390478 68985.1 99.13999939 No MI
16390486 57550.39 100 No MI
16390491 30840.15 94.83000183 No MI
16371930 107981.97 100 No MI
16390495 61200 95 No MI
16390503 28747.96 100 No MI
16390506 49485.03 90 No MI
16390509 25699.45 89.83999634 No MI
16390525 109971.85 99.98000336 No MI
16390526 57979.32 100 No MI
16390540 37493.75 99.98000336 No MI
16390547 41100 100 No MI
16392264 50797.09 100 No MI
16371931 52403.36 100 No MI
16371933 17509.71 95 No MI
16392275 450000 89.40000153 No MI
16371935 19997.72 100 No MI
16392303 14638.27 95 No MI
16371950 21743.59 95 No MI
16371952 56984.83 100 No MI
16392315 50895.63 88.44000244 No MI
16392318 43000 90 No MI
16392345 54987.06 90 No MI
16392349 32997.93 100 No MI
16392352 79965.54 90 No MI
16392356 38221 100 No MI
16392358 93961.63 79.15000153 No MI
16392374 20998.17 100 No MI
16392382 155400 100 No MI
16392385 194951.48 100 No MI
16392392 41400 100 No MI
16544172 184777.61 95 No MI
16544176 99140.52 99.98999786 No MI
16544178 45000 95 No MI
16544181 124989.71 99.30999756 No MI
16544187 70632.37 100 No MI
16544190 157984.9 95 No MI
16544216 100175.07 100 No MI
16544233 37500 95 No MI
16544243 67500 95 No MI
16544244 66985.44 100 No MI
16544145 27971.39 94.98999786 No MI
16544162 46871.71 90 No MI
16544098 44500 90 No MI
16544103 66595 100 No MI
16544132 58500 95 No MI
16544067 55200 100 No MI
16544082 33591.87 90 No MI
16544086 165000 95 No MI
16544087 28369.69 100 No MI
16418967 98960 100 No MI
16419776 67584.09 100 No MI
16419846 63590.26 100 No MI
16467901 56984.14 100 No MI
16401738 79580.19 100 No MI
16401745 106986.24 100 No MI
16401627 126969.28 100 No MI
16401629 67981.07 100 No MI
16401639 115942 99.98999786 No MI
16401764 50789.02 100 No MI
16401644 29993.14 100 No MI
16403733 66611.3 100 No MI
16403790 123293.06 100 No MI
16403798 47033 100 No MI
16403821 126968.4 100 No MI
16403844 149000 100 No MI
16403753 69179.42 100 No MI
16403857 79956.47 100 No MI
16418838 100970.28 100 No MI
16418841 128977.83 100 No MI
16403862 58991.47 93.72000122 No MI
16403898 76000 100 No MI
16418864 53486.3 100 No MI
16405169 50500 90 No MI
16405173 82682.13 100 No MI
16405237 78078.36 90 No MI
16543892 31000 76.94999695 No MI
16543893 114973.7 100 No MI
16543896 30743.17 95 No MI
16543899 36293.39 100 No MI
16543901 43392.32 94.98000336 No MI
16543925 61200 100 No MI
16543931 41200 94.98000336 No MI
16543979 43095.75 95 No MI
16543985 63750 75 No MI
16544004 31300 100 No MI
16544046 23986.44 100 No MI
16544050 118000 100 No MI
16544062 80250 94.12000275 No MI
16540875 113500 90 No MI
16540884 44370.7 100 No MI
16401691 74977.93 100 No MI
16401622 76000 100 No MI
16401689 71581.67 100 No MI
16400137 96000 95 No MI
16400359 100000 100 No MI
16392916 49906.25 96.94999695 No MI
16392919 119000 100 No MI
16392931 69979.4 100 No MI
16392935 78490 90 No MI
16392940 49286.28 90 No MI
16392943 67957.04 100 No MI
16392868 60000 90 No MI
16392958 50400 100 No MI
16392959 93263.9 90 No MI
16392972 25583.8 90 No MI
16392977 84982.64 100 No MI
16392979 96571.58 100 No MI
16392981 44792.07 99.98000336 No MI
16392992 81385.18 100 No MI
16392994 43964.31 100 No MI
16394496 172947.68 100 No MI
16394500 58030.93 95 No MI
16394509 126367.65 100 No MI
16394316 37472.85 92.41000366 No MI
16394514 47979.02 90 No MI
16394517 103961.05 100 No MI
16394521 84177.21 100 No MI
16394327 67978.85 100 No MI
16394329 12748.16 95 No MI
16394305 95000 100 No MI
16394543 56000 100 No MI
16394346 72224.53 95 No MI
16394356 101400 100 No MI
16395029 30100 80 No MI
16395032 100975.57 100 No MI
16400280 33286.59 100 No MI
16400315 34786.17 100 No MI
16400319 89800 100 No MI
16395160 91400 100 No MI
16395051 169958.87 100 No MI
16395172 37563.95 79.70999908 No MI
16395180 145958.22 100 No MI
16395183 134961.37 100 No MI
16395188 99528.49 95 No MI
16397002 132000 100 No MI
16397021 70578.64 100 No MI
16397036 28293.7 100 No MI
16397047 119982.66 100 No MI
16400177 53791.76 100 No MI
16400239 78750 95 No MI
16400108 80975.51 100 No MI
16400253 57736.02 95 No MI
16400263 103953.99 100 No MI
16400266 22493.73 90 No MI
16389877 126970.95 100 No MI
16389885 25270.21 100 No MI
16389886 89829.44 95 No MI
16389896 82974.19 100 No MI
16389897 90721.78 95 No MI
16389775 116000 100 No MI
16376406 91971.4 99.37000275 No MI
16376469 24000 86.91999817 No MI
16376473 60000 100 No MI
16376414 25989.09 89.12000275 No MI
16376418 98974.66 100 No MI
16376504 109956.23 100 No MI
16376421 13994.59 83.43000031 No MI
16376513 55984.41 100 No MI
16376521 139965.16 100 No MI
16376792 87966.92 100 No MI
16376797 48982.53 100 No MI
16376802 26393.05 89.98999786 No MI
16376803 30000 90 No MI
16376806 120567.35 100 No MI
16376815 247500 100 No MI
16376816 100377.68 100 No MI
16376820 105000 100 No MI
16376828 78966.76 100 No MI
16376830 95000 96.01000214 No MI
16376834 103968.54 99.91999817 No MI
16376838 30092.92 89.98000336 No MI
16376842 81981.77 100 No MI
16376858 28888.82 90 No MI
16376860 86377.26 100 No MI
16376868 128975.82 100 No MI
16376874 73387.38 100 No MI
16376885 67977.04 100 No MI
16376887 52584.94 100 No MI
16376771 51985.12 100 No MI
16376773 46962.79 100 No MI
16376890 117964.31 100 No MI
16376898 65799 89.98999786 No MI
16376899 151000 100 No MI
16376784 15692.67 90 No MI
16376906 95969.32 100 No MI
16376908 45000 100 No MI
16376789 47487.5 99.79000092 No MI
16377577 102975.08 100 No MI
16377579 121963.1 100 No MI
16377580 113966.45 100 No MI
16377581 103975.53 100 No MI
16377940 98768.42 99.95999908 No MI
16377944 80000 100 No MI
16377949 166458.57 100 No MI
16377961 79473.88 95 No MI
16377968 94000 100 No MI
16377972 29100 90 No MI
16377977 97000 100 No MI
16377990 36889.72 100 No MI
16378000 171950.78 96.12000275 No MI
16378012 17390 90 No MI
16378015 96789.05 100 No MI
16378017 13196.98 90 No MI
16378025 114967.09 100 No MI
16377926 90975.37 100 No MI
16378030 149000 100 No MI
16378042 99372.33 100 No MI
16378055 43600 100 No MI
16382516 105968.82 100 No MI
16382519 65950.08 90 No MI
16382570 68576.19 100 No MI
16382586 77000 100 No MI
16382523 111917.9 39.97999954 No MI
16382595 48626.02 100 No MI
16382602 105976.44 100 No MI
16382607 56040.65 95 No MI
16382609 37990.8 90 No MI
16382612 107374.02 100 No MI
16382615 25095.42 100 No MI
16382616 109966.72 100 No MI
16382622 46986.92 100 No MI
16382627 77000 100 No MI
16382640 55983.52 89.59999847 No MI
16382538 159939.06 100 No MI
16382655 103774.89 100 No MI
16382666 37990 90 No MI
16382669 50390.28 100 No MI
16382672 121967.89 100 No MI
16382676 156255.27 100 No MI
16382685 48987.46 89.54000092 No MI
16382688 68976.06 95 No MI
16382697 21213.32 90 No MI
16382700 39580.14 100 No MI
16382702 70950.83 100 No MI
16382705 39387.05 100 No MI
16382709 80182.17 100 No MI
16382713 65377.92 95 No MI
16383785 92000 100 No MI
16383735 60374.52 90 No MI
16383795 49599.5 100 No MI
16383809 55789.84 100 No MI
16383810 63000 90 No MI
16383818 33887.23 89.97000122 No MI
16383819 119215.87 95 No MI
16383828 169951.35 100 No MI
16383746 143365.31 40 No MI
16383834 47903.9 100 No MI
16383844 52683.61 94.97000122 No MI
16383847 95000 100 No MI
16383849 48671.64 100 No MI
16383855 91900 100 No MI
16383754 56985.41 90 No MI
16383863 95000 100 No MI
16383755 119972.57 100 No MI
16383868 57510.15 100 No MI
16383870 24990.05 89.94000244 No MI
16383759 51783.89 100 No MI
16383888 144000 100 No MI
16383765 72659.55 90 No MI
16383766 66000 100 No MI
16383901 59200 100 No MI
16383905 21296.12 100 No MI
16383912 100121.34 99.98999786 No MI
16383914 40987.25 100 No MI
16383918 82972.73 100 No MI
16383923 59200 100 No MI
16383927 88482.43 90 No MI
16383932 166962.87 100 No MI
16383939 35400 90 No MI
16383780 143965.16 100 No MI
16383945 50386.73 100 No MI
16383947 73200 100 No MI
16386833 93000 100 No MI
16386888 63750 95 No MI
16386894 68000 90.34999847 No MI
16386906 88855.26 100 No MI
16386846 41650 100 No MI
16386921 71000 100 No MI
16386850 50236.77 95 No MI
16386927 166232.5 100 No MI
16386932 52992.34 100 No MI
16386936 109982.15 100 No MI
16386939 67500 100 No MI
16386943 49032.03 94.80999756 No MI
16386945 99972.17 100 No MI
16386950 35244.91 95 No MI
16386954 13998.03 86.43000031 No MI
16386859 59060 99.69000244 No MI
16386970 17397.41 90 No MI
16386975 79974.43 100 No MI
16386978 49485.83 95 No MI
16386979 21280 90 No MI
16386984 99800 100 No MI
16386988 35996.65 90 No MI
16386989 48786.03 100 No MI
16386992 54605.37 100 No MI
16387003 70987.07 100 No MI
16387013 50661.89 100 No MI
16387015 51481.63 100 No MI
16387017 79960 100 No MI
16386875 89175.86 100 No MI
16387024 149965.7 100 No MI
16387035 119226.33 95 No MI
16387037 82000 100 No MI
16389927 53684.63 100 No MI
16389789 75827.3 100 No MI
16389931 126964.65 100 No MI
16389933 71566.59 100 No MI
16389936 53654.67 100 No MI
16389939 68980.25 100 No MI
16389944 51781.52 100 No MI
16392895 85973.26 100 No MI
16392900 71000 100 No MI
16388540 143250 95 No MI
16388558 55978.92 90 No MI
16388572 56189.16 100 No MI
16388573 45486.61 92.63999939 No MI
16388581 51938.75 100 No MI
16388598 39576.35 100 No MI
16388611 43479.16 90 No MI
16388621 36889.14 100 No MI
16388501 90775.43 99.98999786 No MI
16388503 101976.01 100 No MI
16388514 72976.66 100 No MI
16388658 93170.21 100 No MI
16388515 58000 90 No MI
16388670 81975.87 100 No MI
16388671 112470.39 95 No MI
16389746 109966.73 100 No MI
16389808 40987.93 90 No MI
16389814 65984.47 100 No MI
16389815 112983.67 100 No MI
16389822 57200 100 No MI
16389841 73897.64 95 No MI
16389842 48184.17 100 No MI
16389757 50220.33 95 No MI
16389853 94967.93 100 No MI
16389764 297428.03 100 No MI
16389870 56000 100 No MI
16389873 83773.21 100 No MI
16376440 106974.83 100 No MI
16376445 132760.93 100 No MI
16376456 34993.44 88.48999786 No MI
16376460 28645.35 95 No MI
16374734 29491.55 90 No MI
16376392 56981.78 100 No MI
16376435 59484.33 90 No MI
16371694 92000 100 No MI
16371699 15995.16 85.61000061 No MI
16371705 111968.83 100 No MI
16371720 73563.8 100 No MI
16371726 95000 95 No MI
16371730 72350 100 No MI
16371736 45445 100 No MI
16371741 119000 100 No MI
16371752 78000 95 No MI
16371631 111759.75 40 No MI
16371767 113975.36 100 No MI
16371771 71177.24 100 No MI
16371782 46969.6 100 No MI
16374630 52000 100 No MI
16374637 45521.68 100 No MI
16374644 9982.03 84.37000275 No MI
16374599 58500 90 No MI
16374656 30996.01 90 No MI
16365400 58180.88 100 No MI
16365401 45000 90 No MI
16365319 33741.12 95 No MI
16365411 249928.46 95 No MI
16365412 77019.15 100 No MI
16365413 139968.88 100 No MI
16365320 84000 100 No MI
16365423 110000 100 No MI
16365438 24092.08 90 No MI
16374674 104000 100 No MI
16374702 42925.52 100 No MI
16374703 79880.11 99.97000122 No MI
16374710 38384.74 90 No MI
16374712 28255.11 95 No MI
16374618 68783.36 100 No MI
16374717 92978.73 100 No MI
16374620 86300 39.95999908 No MI
16374721 74600 99.47000122 No MI
16374726 24594.97 90 No MI
16374624 122961.76 95 No MI
16365444 70780.3 100 No MI
16365450 103500 95 No MI
16365456 119970.96 100 No MI
16365463 82976.9 100 No MI
16365480 69988.3 100 No MI
16365481 92000 80 No MI
16365490 200337.7 100 No MI
16365498 89975.64 100 No MI
16367798 37500 90 No MI
16367810 83850 95 No MI
16367734 128413.9 100 No MI
16367813 80200 100 No MI
16367820 39500 90 No MI
16367825 86175 95 No MI
16367835 50091.13 100 No MI
16367843 72750 95 No MI
16367741 49984.46 100 No MI
16367848 89321.44 100 No MI
16367871 51346.37 100 No MI
16367889 95982.01 95 No MI
16367897 72000 98.86000061 No MI
16367914 150951.48 100 No MI
16367922 74983.32 95 No MI
16367935 152000 100 No MI
16367956 124000 100 No MI
16367965 99000 100 No MI
16367781 194952.83 100 No MI
16367975 33591.15 90 No MI
16367787 55186.65 89.51000214 No MI
16371643 117987.29 100 No MI
16371644 70989.74 100 No MI
16371645 44400 100 No MI
16371648 59982.34 90.91000366 No MI
16371651 99965.29 100 No MI
16371609 62782.03 100 No MI
16371657 51584.81 100 No MI
16371663 50980 100 No MI
16371671 37308.07 100 No MI
16371683 78000 100 No MI
16371685 99400 95 No MI
16371688 60590.44 100 No MI
16371689 53000 90 No MI
16360671 57178 90 No MI
16360733 83774.65 100 No MI
16360674 58800 95 No MI
16360736 122000 100 No MI
16360742 84565.46 100 No MI
16360744 55117.03 95 No MI
16360752 75198 100 No MI
16360754 75000 100 No MI
16360768 35000 90 No MI
16360771 60000 95 No MI
16360774 28488.97 90 No MI
16360785 42600 89.73000336 No MI
16360788 107225.47 95 No MI
16360796 83399.17 100 No MI
16360797 13995.25 84 No MI
16360800 73977.61 100 No MI
16360802 27490.19 90 No MI
16360810 59983.76 95 No MI
16360820 27745.49 95 No MI
16360822 94600 100 No MI
16360824 58187.42 100 No MI
16360870 102976.44 100 No MI
16365341 65977.09 100 No MI
16365344 21488.25 90 No MI
16365346 62388.96 100 No MI
16365355 24700 90 No MI
16365359 39593.19 99.59999847 No MI
16365365 24228.6 100 No MI
16365370 23706.74 86.48999786 No MI
16365313 66963.88 90 No MI
16365387 78727.46 95 No MI
16360826 100366.1 100 No MI
16360830 88000 100 No MI
16360709 68228.19 95 No MI
16360840 71800 100 No MI
16360843 195000 93.91000366 No MI
16360849 21971.58 100 No MI
16360853 52757.92 100 No MI
16360864 29794.41 100 No MI
16360868 19790 100 No MI
16359631 62978.13 100 No MI
16359633 62790.66 100 No MI
16359635 69000 100 No MI
16359636 81954.51 100 No MI
16359645 49992.99 100 No MI
16359656 85950.17 100 No MI
16359659 90512.82 100 No MI
16359661 62980.41 90 No MI
16359667 40939.81 95 No MI
16359537 48578.88 100 No MI
16359694 97478.93 90 No MI
16359716 46242.48 100 No MI
16359556 349944.85 99.93000031 No MI
16359557 84980.56 100 No MI
16359718 226000 95 No MI
16359562 80946.53 100 No MI
16359580 95565.84 99.83000183 No MI
16359750 239936.65 100 No MI
16359751 119368.57 100 No MI
16359586 41000 100 No MI
16359588 74978.54 100 No MI
16359762 60279.07 100 No MI
16359764 54971.58 100 No MI
16359785 54192.61 100 No MI
16359789 134006.03 100 No MI
16359597 97467.97 30 No MI
16360718 40489.04 90 No MI
16360722 32786.96 90 No MI
16360729 89982.64 100 No MI
16357895 29984.44 91.54000092 No MI
16357898 89772.08 100 No MI
16357900 49971.4 100 No MI
16357901 100000 100 No MI
16357747 88977.22 100 No MI
16357748 121966.99 99.37000275 No MI
16357917 51586.79 100 No MI
16357931 65978.9 100 No MI
16357757 115915.89 95 No MI
16357957 128600 100 No MI
16357959 21995.63 87.33000183 No MI
16359602 55584.52 100 No MI
16359621 87567.54 100 No MI
16359622 18993.41 85 No MI
16359624 44386.93 100 No MI
16359626 119974.07 100 No MI
16359628 75089.15 99.98999786 No MI
16323002 101216.75 95 No MI
16349212 58600 100 No MI
16349221 85981.41 100 No MI
16349056 63976.55 88.62000275 No MI
16349230 79309.79 100 No MI
16349239 74960.08 100 No MI
16349243 99935.82 100 No MI
16349244 68853.59 100 No MI
16357767 14098.33 95 No MI
16357768 14398.3 95 No MI
16357769 80500 90 No MI
16357776 72975.35 100 No MI
16357784 66200 94.22000122 No MI
16357787 30744.24 85 No MI
16357809 106141.87 100 No MI
16357810 91978.96 100 No MI
16357697 21193.59 80 No MI
16357815 57981.46 100 No MI
16357704 11000 82.13999939 No MI
16357823 110971.59 100 No MI
16357707 61809.28 100 No MI
16357827 26194 90 No MI
16357834 20993.09 90 No MI
16357711 82328.9 90 No MI
16357842 91000 100 No MI
16357848 85000 100 No MI
16357714 66970.36 100 No MI
16357857 87973.38 98.33000183 No MI
16357721 110973.15 100 No MI
16357864 21995.75 89.16999817 No MI
16357724 84378.4 100 No MI
16357869 71052.31 95 No MI
16357874 96183.47 95 No MI
16357876 96782.37 100 No MI
16357878 45888 100 No MI
16357880 55986.06 100 No MI
16357890 74000 100 No MI
16349073 67500 90 No MI
16349080 10391.63 90 No MI
16349085 15995.55 85 No MI
16349086 40981.86 96.59999847 No MI
16349104 69000 100 No MI
16349106 78721.91 95 No MI
16349021 88970.77 100 No MI
16349111 44388.31 95 No MI
16349114 38190.22 100 No MI
16349118 166952.21 100 No MI
16349124 21743.59 95 No MI
16349126 41385.63 100 No MI
16349128 102775.12 100 No MI
16349156 128370 100 No MI
16349034 92736.48 100 No MI
16349169 104595.48 100 No MI
16349182 9996.43 83.51000214 No MI
16349185 83371.84 100 No MI
16349041 66984.24 99.55000305 No MI
16349045 96701.14 95 No MI
16349201 88972.33 94.23999786 No MI
16225700 48000 95 No MI
16318678 43935.56 90 No MI
16321287 48471.32 100 No MI
16321295 38926.85 95 No MI
16318243 115829.91 100 No MI
16315092 25687.32 89.94999695 No MI
16315110 19776.82 100 No MI
16315179 43941.12 99.97000122 No MI
16315271 26179.18 100 No MI
16314864 19976.77 100 No MI
16307906 31367.9 100 No MI
16221865 62483.08 90 No MI
16303774 44400 90 No MI
16198662 23994.19 90 No MI
16196038 42990.7 90 No MI
16188373 116958.28 100 No MI
16301418 33744.68 95 No MI
16295279 32794.83 100 No MI
16291209 93500 90 No MI
16293353 28712.8 100 No MI
16293359 28712.79 100 No MI
16293397 43970.71 100 No MI
16293936 35368.54 95 No MI
16597205 46845.25 100 No MI
16585824 48000 100 No MI
16594825 91883.99 100 No MI
16585600 20697.01 95 No MI
16585668 86984.61 100 No MI
16574841 40834.2 99.98999786 No MI
16571540 15995.79 86.52999878 No MI
16571544 31484.84 93.51999664 No MI
16175889 102000 90 No MI
16571695 9997.58 86.66999817 No MI
16568765 22667 87.69000244 No MI
16568872 247500 90 No MI
16569008 22997.59 100 No MI
16569280 92000 100 No MI
16376449 53590.52 100 No MI
16347195 51969.08 90 No MI
16347198 62380.05 100 No MI
16347204 107976.66 100 No MI
16347215 87000 100 No MI
16347223 83000 100 No MI
16347152 106971.04 100 No MI
16347229 63345 95 No MI
16347313 111000 100 No MI
16347317 14995.45 83.23000336 No MI
16347177 49984.88 100 No MI
16347327 84981.63 100 No MI
16347178 121000 100 No MI
16347331 133000 100 No MI
16347334 31992.46 100 No MI
16347344 65600 100 No MI
16349008 95473.43 90 No MI
16349012 135950.07 89.29000092 No MI
16349066 46400 97 No MI
16349068 138464.55 95 No MI
16347154 138167.49 100 No MI
16347253 33000 88.68000031 No MI
16347260 73177.24 95 No MI
16347163 76979.73 100 No MI
16347280 67375 100 No MI
16347172 25390.7 40 No MI
16347283 139000 100 No MI
16344773 140565.01 100 No MI
16345635 40000 100 No MI
16345648 99975.8 100 No MI
16345715 28500 90 No MI
16345604 65234.21 30 No MI
16345607 77189.07 89.43000031 No MI
16345719 102969.69 100 No MI
16345725 71975.01 93.70999908 No MI
16345726 22395.02 100 No MI
16345733 56981.78 100 No MI
16345748 49972.78 100 No MI
16345749 74000 90 No MI
16345754 46700.35 100 No MI
16345757 67289.78 100 No MI
16345620 83000 40 No MI
16345653 94575.79 100 No MI
16345656 67900 90 No MI
16345660 193188 100 No MI
16345663 77000 100 No MI
16345675 104770.83 100 No MI
16345676 42000 100 No MI
16345678 39986.11 90 No MI
16343645 135800 100 No MI
16343493 89771.3 99.95999908 No MI
16343655 87180 100 No MI
16343662 33236.12 100 No MI
16343671 28888.82 87.33000183 No MI
16343503 105711.19 90 No MI
16343673 61981.24 100 No MI
16343678 77575.2 100 No MI
16343681 79300 99.97000122 No MI
16343687 56230.47 95 No MI
16343698 112000 100 No MI
16344757 47387.16 100 No MI
16342642 85000 100 No MI
16342647 156000 100 No MI
16342653 88580 100 No MI
16342659 62678.82 100 No MI
16342662 48000 88.70999908 No MI
16342668 48732.61 95 No MI
16342671 71983.06 100 No MI
16342608 77469.93 90 No MI
16342680 42984.67 90 No MI
16342683 9996.02 78.33999634 No MI
16342685 53484.26 90 No MI
16342689 37990 100 No MI
16342701 46984.13 86.40000153 No MI
16342718 82484.54 95 No MI
16342720 56587.77 100 No MI
16342728 94578.36 100 No MI
16342614 112971.08 100 No MI
16342747 19744.8 85 No MI
16342754 66784.28 100 No MI
16342777 61543 100 No MI
16342779 56000 100 No MI
16342783 30000 90 No MI
16342785 80988.3 95 No MI
16342787 104970.65 100 No MI
16342798 98400 100 No MI
16343511 76069 96.93000031 No MI
16343532 49885.31 99.95999908 No MI
16343535 48983.9 93.81999969 No MI
16343537 45100 90 No MI
16343541 51989.07 100 No MI
16343542 80477.6 99.34999847 No MI
16343547 32991.55 89.91000366 No MI
16343551 59000 90 No MI
16343460 33488.69 90 No MI
16343566 73784.93 100 No MI
16343571 37000 90 No MI
16343574 32992.02 89.91000366 No MI
16343582 125555.21 100 No MI
16343602 47986.26 95 No MI
16343469 80979.27 100 No MI
16343604 94966.12 100 No MI
16343472 33922.86 100 No MI
16343622 259943.81 88.56999969 No MI
16343629 30980 100 No MI
16343481 88468.44 93.41999817 No MI
16343483 75080.78 99.98000336 No MI
16343640 178968.33 100 No MI
16335865 85000 100 No MI
16335759 49744.15 89.98000336 No MI
16335870 83212.17 90 No MI
16335763 52668.85 100 No MI
16335903 68000 100 No MI
16335908 97767.87 100 No MI
16335921 78975.43 100 No MI
16335937 449888.02 80 No MI
16335947 46991.37 100 No MI
16335951 54600 100 No MI
16339913 83979.68 100 No MI
16339916 139966.13 100 No MI
16339923 98968.36 100 No MI
16339926 48871.88 100 No MI
16339928 109970.23 100 No MI
16339936 20000 90 No MI
16340015 34750 90 No MI
16340033 27671 94.79000092 No MI
16340042 192953.31 100 No MI
16339949 59979.74 100 No MI
16339951 89948.12 100 No MI
16340050 26231.21 95 No MI
16340055 127700 100 No MI
16339956 134959.18 89.75 No MI
16340066 70674.09 100 No MI
16340068 41990.11 90 No MI
16340071 43489.17 90 No MI
16340074 92000 100 No MI
16340078 98879.06 97.09999847 No MI
16339962 26990.63 90 No MI
16339964 37388.37 90 No MI
16340108 93000 100 No MI
16331257 104600 100 No MI
16331263 62981.46 100 No MI
16331270 71000 100 No MI
16331292 74224.23 95 No MI
16331311 183955.48 98.29000092 No MI
16331314 82000 100 No MI
16331318 58500 93.93000031 No MI
16331323 29488.59 85 No MI
16331325 36997.4 100 No MI
16335777 56984.99 90 No MI
16335791 48372.15 100 No MI
16335794 58978.95 100 No MI
16335799 74386.83 100 No MI
16335803 79980.64 93.75 No MI
16335813 72984.22 96.98000336 No MI
16335826 89980.55 100 No MI
16335855 99164.62 100 No MI
16335752 89727.04 99.98999786 No MI
16335858 130400 100 No MI
16331248 105590 90 No MI
16331203 67000 100 No MI
16419263 67987.26 100 No MI
16419266 17256.77 100 No MI
16419269 26246.53 100 No MI
16419270 84984.96 100 No MI
16419274 26245.35 100 No MI
16419276 21996.11 100 No MI
16419278 21580.96 95.59999847 No MI
16419295 42480 100 No MI
16419308 73185.47 100 No MI
16419312 85000 87.68000031 No MI
16419316 35142 90 No MI
16419320 12899.14 95 No MI
16419324 23200 79.94999695 No MI
16419327 62985.18 100 No MI
16419337 79063.61 90 No MI
16419340 31850 99.98999786 No MI
16419342 35964.17 100 No MI
16419346 37992.24 100 No MI
16419353 84984.07 95 No MI
16419358 31993.28 100 No MI
16419364 78723.41 95 No MI
16419367 30500 90 No MI
16419368 93993.14 100 No MI
16419371 54000 100 No MI
16419383 28244.56 99.98999786 No MI
16419387 66971.9 100 No MI
16419393 66993 100 No MI
16419399 35632.97 95 No MI
16419424 34954.79 97.94999695 No MI
16419430 60983.49 100 No MI
16419435 48987.8 99.95999908 No MI
16419443 36986.07 100 No MI
16419456 16192.44 84.98999786 No MI
16419460 68400 100 No MI
16419461 73990.49 100 No MI
16331976 149950.78 61.27999878 No MI
16419127 24985.24 100 No MI
16419130 14043.57 90 No MI
16419139 156468.15 100 No MI
16332056 47478.98 90 No MI
16419144 41425.88 100 No MI
16419149 39600 94.08000183 No MI
16419163 26192.07 90 No MI
16419169 29495.62 100 No MI
16419180 24992.65 90 No MI
16419186 24193.08 90 No MI
16419197 121467.12 100 No MI
16419217 77195.32 100 No MI
16419220 95566.83 100 No MI
16419226 20996.59 95 No MI
16419233 99000 100 No MI
16332074 27000 100 No MI
16419235 24175.72 100 No MI
16419237 24395.56 100 No MI
16419243 84968 100 No MI
16419244 9448.64 90 No MI
16419246 40990.09 100 No MI
16419250 9748.6 90 No MI
16419251 13997.3 100 No MI
16419258 25595.47 100 No MI
16331911 26992.6 100 No MI
16419117 181800 100 No MI
16331186 66468.14 94.30000305 No MI
16331153 71179.05 100 No MI
16419111 115469.6 80 No MI
16419112 52380 100 No MI
16419114 110374.03 100 No MI
16419096 19742.96 89.95999908 No MI
16419100 20178.65 100 No MI
16331811 95620.45 100 No MI
16331815 174168.7 100 No MI
16419075 26197.18 100 No MI
16419079 71958.23 100 No MI
16331684 70988.49 100 No MI
16419085 64386.85 100 No MI
16331695 22800 91.33999634 No MI
16323883 119000 100 No MI
16323724 216107.27 100 No MI
16323728 76345.15 40 No MI
16323899 98383.09 90 No MI
16323735 19987.57 86.34999847 No MI
16323918 234750 90 No MI
16323922 42000 90 No MI
16323923 34986.09 100 No MI
16326998 80976.82 100 No MI
16327005 82472.89 99.98999786 No MI
16327013 15996.23 90 No MI
16327018 143959.92 89.87999725 No MI
16327020 92939.95 100 No MI
16327036 102200 100 No MI
16327041 62756.04 100 No MI
16326967 103200 100 No MI
16327049 24491.73 90 No MI
16327059 74959 100 No MI
16327083 30488.51 90 No MI
16327114 57187.63 100 No MI
16327124 74000 100 No MI
16327134 63650 95 No MI
16327141 96000 100 No MI
16327145 162953.36 100 No MI
16329609 199430.77 100 No MI
16329614 36985.29 89.37000275 No MI
16329626 53974.38 95 No MI
16329633 22000 81.18000031 No MI
16329644 62400 99.98999786 No MI
16329646 104975 100 No MI
16329654 104973.12 100 No MI
16329496 145966.62 100 No MI
16327156 44988.8 98 No MI
16327157 106963.88 100 No MI
16327165 12000 83.48000336 No MI
16329519 64969.67 90 No MI
16329549 59053.56 100 No MI
16329484 76962.56 100 No MI
16329573 34487.95 90 No MI
16329576 81965.61 100 No MI
16329492 80778.02 95 No MI
16329593 82967.01 100 No MI
16323846 91875 95 No MI
16323856 91962.44 100 No MI
16323858 53600 99.40000153 No MI
16323875 80370.54 90 No MI
16323877 56977.95 100 No MI
16321723 46391.3 100 No MI
16321726 146341.82 100 No MI
16321729 67000 100 No MI
16320989 39974.39 100 No MI
16321770 188000 100 No MI
16321783 39394.3 96.56999969 No MI
16321005 67600 40 No MI
16323703 58161.93 100 No MI
16323768 44990.81 90 No MI
16323710 59964.65 97.13999939 No MI
16323788 79000 100 No MI
16323792 55589.58 100 No MI
16323804 125000 100 No MI
16323808 49930.14 99.98000336 No MI
16323812 86000 100 No MI
16323837 107190.16 95 No MI
16321680 125900 100 No MI
16419069 66187.24 100 No MI
16419070 59938.45 99.98000336 No MI
16407415 124987.69 100 No MI
16418990 47991.27 99.95999908 No MI
16419004 50481.99 90 No MI
16419005 172500 90 No MI
16419007 183481.38 100 No MI
16419008 38238.75 95 No MI
16419023 32400 99.94999695 No MI
16419025 25095.16 100 No MI
16419052 19996.47 100 No MI
16419056 48600 100 No MI
16419057 40916.08 100 No MI
16419059 59283.95 94.98999786 No MI
16419066 47000 100 No MI
16407323 287500 100 No MI
16407327 26996.32 100 No MI
16407329 32250 95 No MI
16407334 30994.19 90 No MI
16407339 82984.45 90 No MI
16407346 54995.47 100 No MI
16407364 60154.52 100 No MI
16407373 39992.72 100 No MI
16407379 47250 95 No MI
16407380 37193.04 100 No MI
16407382 10748.05 100 No MI
16407390 42492.04 100 No MI
16407392 18746.49 95 No MI
16407394 44839.15 100 No MI
16407395 24695.51 100 No MI
16407396 14897.27 94.98999786 No MI
16407398 19596.53 100 No MI
16407400 29394.65 100 No MI
16407305 47450 100 No MI
16407311 99986.37 99.93000031 No MI
16407233 35000 100 No MI
16407235 37980 100 No MI
16407241 20598.62 100 No MI
16407245 43500 90 No MI
16407246 31291.29 90 No MI
16407262 349868.24 100 No MI
16407265 98213.01 94.27999878 No MI
16407270 59191.19 99.98000336 No MI
16407272 53800 90 No MI
16407280 150872.53 100 No MI
16407283 37187.93 100 No MI
16407286 109309 100 No MI
16407288 92379.58 100 No MI
16245963 49903 95 No MI
16247768 32998.06 100 No MI
16247778 78874.8 100 No MI
16247789 38740.55 100 No MI
16245378 69927.2 100 No MI
16326799 36561.8 95 No MI
16358827 112390.46 100 No MI
16365600 51804.5 100 No MI
16368398 19248.54 90 No MI
16372291 35994.95 100 No MI
16420302 32995.88 100 No MI
16563215 24996.45 95 No MI
16563217 36053.44 95 No MI
16563224 41992.57 100 No MI
16567565 70000 100 No MI
16567571 68250 95 No MI
16567602 47991.01 100 No MI
16562658 62500 100 No MI
16551678 136686.74 95 No MI
16552044 25791.98 95 No MI
16549893 59540.34 100 No MI
16550010 18596.51 100 No MI
16550014 74634.33 99.98999786 No MI
16550029 43993.64 100 No MI
16550034 29521.65 95 No MI
16549886 124274.63 94.98999786 No MI
16405693 337500 100 No MI
16405694 34096.33 100 No MI
16405705 158250 90 No MI
16405714 64500 90 No MI
16405715 29403.58 95 No MI
16405722 29790.99 100 No MI
16405724 65978.33 92.22000122 No MI
16405731 45981.72 100 No MI
16405734 113694.42 100 No MI
16405744 40995.71 100 No MI
16405746 48600 100 No MI
16405783 27984.92 100 No MI
16405798 22576.74 100 No MI
16405808 72437.19 100 No MI
16405823 62980.94 100 No MI
16405826 28381.42 100 No MI
16405827 38694.72 95 No MI
16405828 25097.3 100 No MI
16405829 226448.21 100 No MI
16405831 52000 100 No MI
16405833 23108.14 100 No MI
16405835 127986.21 100 No MI
16405837 49039.23 100 No MI
16405839 92977.51 85 No MI
16405843 38689.81 99.97000122 No MI
16405849 67304.63 100 No MI
16405859 39230.24 100 No MI
16405861 21745.81 90 No MI
16405868 17956.63 90 No MI
16405870 107600 94.97000122 No MI
16405873 14997.27 100 No MI
16405875 35984.07 100 No MI
16405885 31489.93 90 No MI
16405892 48500 90 No MI
16405893 90780 100 No MI
16405897 21800 100 No MI
16405899 27800.98 100 No MI
16405901 47451.64 100 No MI
16405903 29496.31 100 No MI
16405906 64873 100 No MI
16405920 29990 90 No MI
16405927 62490.71 100 No MI
16405928 67000 90 No MI
16405937 150000 100 No MI
16405942 34145.35 100 No MI
16405955 32647.69 100 No MI
16405962 48000 90 No MI
16405968 25046.58 100 No MI
16405969 54983.36 90 No MI
16405972 29995.53 95 No MI
16405977 35847.39 100 No MI
16405980 70742.15 99.95999908 No MI
16405984 69542.29 99.95999908 No MI
16405989 47900 99.98999786 No MI
16405997 67450 100 No MI
16406013 25046.58 100 No MI
16406019 50987.67 90 No MI
16406024 46000 90 No MI
16406025 97000 100 No MI
16407207 28996.05 100 No MI
16407209 60491.76 100 No MI
16407214 46000 100 No MI
16407215 161750 100 No MI
16407219 12976.94 100 No MI
16407227 88000 100 No MI
16406039 29992.32 79.23000336 No MI
16406040 47500 90 No MI
16406046 132567 100 No MI
16406794 31800 90 No MI
16406809 9996.98 90 No MI
16406820 68193.86 99.98999786 No MI
16406824 16998.83 100 No MI
16406825 18000 90 No MI
16406841 116238.55 100 No MI
16406849 47594.87 90 No MI
16406851 47781 100 No MI
16406874 61241.16 100 No MI
16406884 30581.91 100 No MI
16406894 41384 100 No MI
16406896 35993.81 72.44000244 No MI
16406905 49994.29 100 No MI
16406909 30190.35 100 No MI
16406918 35255.42 100 No MI
16406928 31989.2 100 No MI
16406934 65000 90 No MI
16406945 62442.65 99.98000336 No MI
16406949 64472.22 100 No MI
16406957 52502.39 95 No MI
16406963 65991.01 100 No MI
16406970 65540.26 99.98999786 No MI
16406971 98920.08 99.98999786 No MI
16406977 83565.87 99.98999786 No MI
16406980 61580.85 100 No MI
16406981 78981.41 100 No MI
16406990 21997.56 100 No MI
16406992 25994.06 90 No MI
16407000 29000 100 No MI
16407012 42290.05 99.98000336 No MI
16407015 59984.21 100 No MI
16407019 91982.76 100 No MI
16407021 59941.08 99.98000336 No MI
16407025 64988.16 100 No MI
16407035 48894.25 95 No MI
16407038 139958.82 99.98999786 No MI
16407051 31795.13 100 No MI
16407053 26788.24 94.98000336 No MI
16407063 44985.62 100 No MI
16407065 26488.36 94.98000336 No MI
16407082 131861.2 99.98999786 No MI
16407087 173346.09 100 No MI
16407096 58828.44 99.68000031 No MI
16407098 35800 90 No MI
16407100 33439.88 95 No MI
16407102 99000 95.95999908 No MI
16407108 27010 100 No MI
16407109 68006.6 89.98999786 No MI
16407117 7500 85.16000366 No MI
16407143 131698.25 100 No MI
16407150 78976.76 100 No MI
16407167 125000 100 No MI
16407173 60764.69 100 No MI
16407178 107983.94 100 No MI
16407190 15997.25 90 No MI
16407191 21110.81 100 No MI
16407193 140964.92 95 No MI
16405538 29248.35 100 No MI
16405566 52880.1 90 No MI
16405567 85000 100 No MI
16405568 45947.02 94.98999786 No MI
16405575 85486.12 95 No MI
16404132 39966.6 100 No MI
16404137 41395.8 95 No MI
16404142 48297.7 100 No MI
16404147 17497.32 100 No MI
16404152 31500 100 No MI
16404165 62292.67 100 No MI
16404172 73377.17 90 No MI
16404182 25940.28 95 No MI
16404194 49868.78 90 No MI
16404201 78715.16 95 No MI
16404208 43993.26 100 No MI
16404212 101223.35 95 No MI
16404214 94971.27 100 No MI
16404220 52992.98 100 No MI
16404223 41395.8 95 No MI
16404231 200000 75 No MI
16404232 136208.79 100 No MI
16404240 43836.89 100 No MI
16404246 89600 99.98999786 No MI
16404251 33995.09 100 No MI
16404277 32200 100 No MI
16404292 115287.94 100 No MI
16404297 85000 100 No MI
16404303 50994.17 100 No MI
16404307 32690.38 95 No MI
16405587 16243.36 90 No MI
16405589 29700 90 No MI
16405614 111400 90 No MI
16405617 23994.81 100 No MI
16405622 97800 95 No MI
16405624 44500 100 No MI
16405640 88317.65 94.98999786 No MI
16404316 57380.63 90 No MI
16404323 54585.63 89.98999786 No MI
16404331 44305 100 No MI
16404340 37990.81 100 No MI
16404345 61494.12 100 No MI
16404346 24997.39 100 No MI
16404357 119983.65 100 No MI
16404361 41245.82 100 No MI
16404405 63339.59 100 No MI
16404423 325000 100 No MI
16404444 70000 100 No MI
16404445 23540.9 89.95999908 No MI
16404450 80751.73 100 No MI
16404451 64364.23 100 No MI
16404454 59763.77 100 No MI
16404458 174847.1 99.98999786 No MI
16404466 107965.49 95 No MI
16404470 25997.12 96.91999817 No MI
16404471 350000 93.09999847 No MI
16404473 58800 100 No MI
16404477 94325.16 95 No MI
16404493 39700 99.98999786 No MI
16404501 46593.65 90 No MI
16404504 30590.22 100 No MI
16404506 17797.64 100 No MI
16404507 222926.74 100 No MI
16404510 25046.58 100 No MI
16404518 18396.74 100 No MI
16404536 12297.76 95 No MI
16404537 14976.56 100 No MI
16404538 40690.87 100 No MI
16404542 146000 100 No MI
16405651 9497.95 90 No MI
16405669 45397.81 99.55999756 No MI
16405671 85876.44 99.98999786 No MI
16405676 70000 70 No MI
16405678 47980 100 No MI
16404554 39142.66 95 No MI
16404555 9998.18 95 No MI
16404557 26620.15 100 No MI
16404560 119790.42 100 No MI
16404561 11997.75 100 No MI
16404564 34673.69 100 No MI
16404570 106241.25 100 No MI
16404571 40000 88 No MI
16404581 44000 100 No MI
16404583 53500 90 No MI
16405319 29995.41 100 No MI
16405351 48991.33 100 No MI
16405356 25095.16 95 No MI
16405361 51992.91 90 No MI
16405363 32295.2 94.98000336 No MI
16405364 47977.01 100 No MI
16405368 63000 90 No MI
16405375 27500 94.86000061 No MI
16405389 35400 90 No MI
16405395 41500 80 No MI
16405407 50542.45 100 No MI
16405430 85467.81 99.98999786 No MI
16405445 28000 90 No MI
16405447 64900 100 No MI
16405465 32995.5 100 No MI
16405469 55393.49 100 No MI
16405473 20595.85 100 No MI
16405476 51988.44 100 No MI
16405480 39996.5 100 No MI
16405495 71950.45 100 No MI
16405500 37489.27 95 No MI
16405503 49245.15 89.84999847 No MI
16405504 25747.74 100 No MI
16405508 10232.91 95.97000122 No MI
16405515 26495.94 100 No MI
16402490 45695.36 94.98999786 No MI
16402494 157000 95 No MI
16402496 31593.37 100 No MI
16402506 24775 99.98999786 No MI
16402509 78750 95 No MI
16402511 48992.72 95.41999817 No MI
16402525 74989.17 100 No MI
16402529 36200 100 No MI
16402536 39200 100 No MI
16402537 28397.73 89.97000122 No MI
16402538 34000 100 No MI
16402539 13499.27 100 No MI
16402540 19830 95 No MI
16402542 44400 100 No MI
16402543 31497.16 95 No MI
16402544 42735.79 100 No MI
16402549 25497.77 100 No MI
16402552 29997.87 100 No MI
16402558 107000 100 No MI
16402564 25732.61 100 No MI
16402566 33150 90 No MI
16402569 69978.83 100 No MI
16402571 43000 100 No MI
16402572 36589.53 100 No MI
16402582 48390.67 100 No MI
16402583 30393.05 98.77999878 No MI
16402584 149962.68 98.08999634 No MI
16402592 99573.05 100 No MI
16402594 64589.82 100 No MI
16402595 283935.06 100 No MI
16402597 13699.11 100 No MI
16402599 24698.58 98.80000305 No MI
16402601 56985.41 100 No MI
16402606 36389.87 96.40000153 No MI
16402611 52389 100 No MI
16402621 150000 98.80000305 No MI
16402623 104991.35 95 No MI
16402628 56000 99.11000061 No MI
16402630 66000 100 No MI
16402631 67587.34 100 No MI
16402632 81181.43 100 No MI
16402634 45593.22 100 No MI
16402636 108374.5 100 No MI
16402637 37547.96 100 No MI
16402643 83979.68 100 No MI
16402661 27696.12 100 No MI
16402671 73462 95 No MI
16402690 25006.49 100 No MI
16402729 46484.3 95 No MI
16402730 105000 95 No MI
16402738 44300 90 No MI
16402743 54980.39 100 No MI
16402744 45371.2 90 No MI
16402748 37000 90 No MI
16402750 435000 86.97000122 No MI
16402756 98710.32 100 No MI
16402761 112974.16 100 No MI
16402762 23488.44 90 No MI
16402781 49190.24 100 No MI
16402786 112500 90 No MI
16402787 90000 94.83000183 No MI
16402808 72774.11 100 No MI
16402811 51500 90 No MI
16402814 12989.48 90 No MI
16402821 72999.08 99.69999695 No MI
16402825 50988.66 90 No MI
16402831 96832 95 No MI
16402848 114718.95 95 No MI
16403947 24497.59 90 No MI
16403953 18598.27 95 No MI
16403960 52000 100 No MI
16403967 49720 99.97000122 No MI
16403975 38589.61 100 No MI
16403977 95493.56 100 No MI
16403978 37998.63 95 No MI
16403979 42864.96 100 No MI
16403980 61483.82 95 No MI
16403981 204977.93 65.59999847 No MI
16403982 86988.15 100 No MI
16403984 49990 100 No MI
16403995 25253.72 90 No MI
16404000 41384.83 100 No MI
16404016 87966.87 100 No MI
16404021 123739.5 100 No MI
16404032 39994.55 100 No MI
16404043 42987.35 100 No MI
16404053 43994.34 100 No MI
16404064 56994.54 100 No MI
16404068 46500 97.19000244 No MI
16404073 54000 100 No MI
16404075 75459 100 No MI
16404093 35976.85 90 No MI
16404105 24596.01 100 No MI
16404106 59000 87.76999664 No MI
16404118 59971.26 100 No MI
16404121 143000 89.48999786 No MI
16404123 18500 90 No MI
16404126 74233.02 95 No MI
16404127 24500 90 No MI
16402313 18978.81 100 No MI
16402318 52794.64 99.97000122 No MI
16402322 48990 100 No MI
16402336 115978.88 100 No MI
16402337 37994.98 100 No MI
16402338 59970.49 100 No MI
16402351 39992.72 100 No MI
16402362 46300 99.98000336 No MI
16402367 37593.31 100 No MI
16402371 46287.47 100 No MI
16402376 237472.87 95 No MI
16402380 19979.13 100 No MI
16402381 85000 100 No MI
16402384 88981.83 100 No MI
16402387 40273.27 100 No MI
16402393 86000 100 No MI
16402395 59600 100 No MI
16402404 36896.87 90 No MI
16402413 84000 100 No MI
16402416 41000 100 No MI
16402417 12949.08 89.56999969 No MI
16402420 40980 100 No MI
16402425 31400 100 No MI
16402428 279964.02 90 No MI
16402429 58244.59 95 No MI
16402438 120000 100 No MI
16402442 100000 99.95999908 No MI
16402447 29987.75 100 No MI
16402454 34800 80 No MI
16402455 67600 100 No MI
16402457 32252.2 100 No MI
16402460 28990.73 98.70999908 No MI
16402463 16798.39 95 No MI
16402476 24603.35 100 No MI
16401980 103070 100 No MI
16401981 103573.52 100 No MI
16401985 7499.29 100 No MI
16401987 64384.42 99.91999817 No MI
16401988 26987.06 95 No MI
16401993 42993.79 100 No MI
16402000 19995.03 85 No MI
16402020 50986.58 100 No MI
16402026 45282.47 100 No MI
16402033 34688.6 90 No MI
16402038 132974.36 100 No MI
16402042 25588.06 100 No MI
16402052 29908.94 99.97000122 No MI
16402059 53786.61 100 No MI
16402071 19992.05 85.56999969 No MI
16402072 30961.59 100 No MI
16402079 14998.61 100 No MI
16402091 28588.01 100 No MI
16402098 62488.29 79.97000122 No MI
16402106 77493.22 100 No MI
16402109 66724.87 100 No MI
16402110 74969.38 100 No MI
16402114 94990.91 100 No MI
16402119 43950 95 No MI
16402125 40196.38 100 No MI
16402127 61750 100 No MI
16402137 95000 92.26000214 No MI
16402143 25994.06 100 No MI
16402149 79974.44 100 No MI
16402158 45500 90 No MI
16402165 40900 100 No MI
16402175 95979.26 100 No MI
16402188 87000 90 No MI
16402190 35485.51 90 No MI
16402202 19990 90 No MI
16402203 54069.51 100 No MI
16402205 27997.16 100 No MI
16402208 21597.87 100 No MI
16402215 32593.35 100 No MI
16402218 76000 90 No MI
16402226 170000 100 No MI
16402241 52000 100 No MI
16402242 72000 100 No MI
16402246 30935.12 100 No MI
16402248 45596.36 100 No MI
16402254 27974.9 100 No MI
16402263 74206.16 95 No MI
16402269 92000 95 No MI
16402272 50985.98 100 No MI
16402290 29364.18 95 No MI
16549736 20877.85 90 No MI
16549571 84600 99.94999695 No MI
16549624 12493.92 100 No MI
16549687 51988.44 100 No MI
16546286 13462.54 93.59999847 No MI
16549402 9998.18 100 No MI
16549428 18596.51 100 No MI
16549496 53982.26 99.97000122 No MI
16549501 57743.71 97.05999756 No MI
16596252 86990.06 100 No MI
16597256 150000 100 No MI
16596721 65980.04 90 No MI
16596726 46583.83 100 No MI
16596745 69401.21 100 No MI
16401966 48138.32 99.98000336 No MI
16401967 83977.27 100 No MI
16358095 34995.23 100 No MI
16358141 58793.01 100 No MI
16358152 102600 95 No MI
16358188 39072.51 100 No MI
16358197 57785 100 No MI
16358198 88628.38 100 No MI
16358201 53071 100 No MI
16358205 55936 100 No MI
16358061 36600 100 No MI
16358072 23526.23 100 No MI
16358073 72385.64 100 No MI
16358977 313910.15 95 No MI
16358017 38993.85 90 No MI
16358036 31243.23 100 No MI
16358048 52000 100 No MI
16357975 49600 100 No MI
16358854 36986.06 100 No MI
16358874 45445.88 100 No MI
16358895 66413.6 100 No MI
16358908 284177.26 90 No MI
16358838 13267.96 90 No MI
16349854 53902 100 No MI
16349895 203000 100 No MI
16349957 68300.99 90 No MI
16357968 69587.33 100 No MI
16358777 499831.19 90 No MI
16358787 76987.51 100 No MI
16358790 449954.33 87.87999725 No MI
16349567 65811.37 100 No MI
16349660 32331.82 100 No MI
16349712 59990 90 No MI
16349723 32494.76 95 No MI
16349753 118651.96 100 No MI
16349766 45440.44 99.98999786 No MI
16349767 24996.39 100 No MI
16349774 116690.48 100 No MI
16349488 61000 90 No MI
16349448 116778.67 100 No MI
16349449 24297.14 100 No MI
16349458 101519.76 100 No MI
16349463 118688.96 100 No MI
16240318 26693.86 95 No MI
16306004 39293.98 95 No MI
16236007 39288.11 99.97000122 No MI
16236021 8250 95 No MI
16236026 14797.23 100 No MI
16236030 113871.5 100 No MI
16235851 60956.3 100 No MI
16235807 45320.8 100 No MI
16235634 15688.34 100 No MI
16235679 29988.03 100 No MI
16235690 30994.38 96.87999725 No MI
16235696 33361.36 97.08999634 No MI
16235566 41226.53 95 No MI
16235498 64517.78 100 No MI
16235438 82000 100 No MI
16371867 89687.01 100 No MI
16390237 35247.35 95 No MI
16390242 31160 90 No MI
16390246 31768 100 No MI
16390251 69943.59 100 No MI
16371875 83110 95 No MI
16390259 28448.97 100 No MI
16371877 181153.58 100 No MI
16390267 18697.53 90 No MI
16390268 39188.78 100 No MI
16390276 92988.05 100 No MI
16371887 46994.46 100 No MI
16371891 35865.21 100 No MI
16390300 76231.56 100 No MI
16390313 69988.64 100 No MI
16390316 42993.6 100 No MI
16390325 31221.11 100 No MI
16390326 54992.72 95 No MI
16390330 70491.45 95 No MI
16390331 79991.13 100 No MI
16390336 54482.58 90 No MI
16390338 18206.46 90 No MI
16371902 45869.12 100 No MI
16194774 11998.75 99.05000305 No MI
16231970 30547.12 95 No MI
16232156 142261.47 95 No MI
16226182 41574.01 100 No MI
16226239 31969.49 100 No MI
16226266 53779 100 No MI
16226331 24739.75 100 No MI
16226366 45467 100 No MI
16226368 25360 100 No MI
16226451 350000 100 No MI
16303654 195000 90 No MI
16304171 51620.55 99.76999664 No MI
16301944 31347.03 100 No MI
16586010 66000 100 No MI
16591253 49600 95 No MI
16591385 94800 100 No MI
16585728 42300 90 No MI
16585729 121540 100 No MI
16585740 49600 95 No MI
16585922 33996.75 100 No MI
16585946 81600 100 No MI
16586004 78280 100 No MI
16586007 50530 100 No MI
16180821 77500 100 No MI
16349274 78222.15 99.98999786 No MI
16349275 41937.08 94.95999908 No MI
16349335 35832.58 99.95999908 No MI
16349372 64969.68 97.56999969 No MI
16349374 31782.63 100 No MI
16389526 30179.14 95 No MI
16389528 119760.89 100 No MI
16389534 19988.18 90 No MI
16389539 49700 100 No MI
16389547 23493.08 100 No MI
16389555 82350 95 No MI
16389557 73000 100 No MI
16389564 41582.9 100 No MI
16389569 44734.07 99.95999908 No MI
16389573 71794.59 100 No MI
16389576 58744.55 100 No MI
16389588 63763.21 100 No MI
16389592 15394.53 100 No MI
16389987 30296.1 100 No MI
16371820 36744.21 95 No MI
16389993 75772.97 100 No MI
16389995 70968.59 100 No MI
16390014 43994.18 100 No MI
16371832 29165.04 90 No MI
16390016 58996.41 100 No MI
16390017 66900 100 No MI
16390023 44991.57 100 No MI
16390025 12298.83 95 No MI
16390033 49989.5 100 No MI
16390034 51591.13 95 No MI
16390049 23837.03 100 No MI
16390076 50000 100 No MI
16390083 56969.11 100 No MI
16390090 98850 95 No MI
16390091 34588.93 100 No MI
16390097 56986.92 100 No MI
16390114 88000 95 No MI
16390121 98650 99.98999786 No MI
16390123 18000 87.94000244 No MI
16371861 96440 100 No MI
16390138 58400 100 No MI
16390149 170000 89.94999695 No MI
16390159 39791.88 100 No MI
16390163 119990.69 100 No MI
16390167 121492.14 100 No MI
16390174 48000 85 No MI
16390183 115000 100 No MI
16390194 61583.1 100 No MI
16390197 35242.59 94.98000336 No MI
16390204 78000 100 No MI
16390210 22834.1 100 No MI
16390220 25740 100 No MI
16390224 54925.54 100 No MI
16390229 29352.35 100 No MI
16390233 53880 100 No MI
16348274 46000 90 No MI
16540371 84979.44 100 No MI
16540379 91425 100 No MI
16540384 29000 84.26999664 No MI
16540419 10495.83 86.91000366 No MI
16540449 26384.81 100 No MI
16540455 27985.48 100 No MI
16540463 62974.96 100 No MI
16540481 40992.32 100 No MI
16540485 85982.45 100 No MI
16540521 23145.41 99.01999664 No MI
16540526 23097.28 100 No MI
16540533 7500 90 No MI
16540539 21724.04 95 No MI
16540548 49203.92 100 No MI
16540550 31494.43 95 No MI
16540601 51300 99.98000336 No MI
16540607 24998.43 95 No MI
16540609 102000 100 No MI
16540612 44698.85 100 No MI
16540614 49500 95 No MI
16540617 11998.11 82.11000061 No MI
16540621 18000 100 No MI
16540628 31800 95 No MI
16540638 25100 100 No MI
16540643 133900 100 No MI
16540648 144250 100 No MI
16540651 72970.2 100 No MI
16540657 27838.13 90 No MI
16540663 12000 90 No MI
16540671 43579.66 100 No MI
16540684 61983.68 100 No MI
16540694 81000 100 No MI
16540722 78983.87 100 No MI
16540726 133000 99.98999786 No MI
16540735 34000 100 No MI
16540749 15263.06 90 No MI
16540756 27000 100 No MI
16540758 44640 100 No MI
16540761 67973.33 100 No MI
16540767 30000 100 No MI
16540770 94981.15 100 No MI
16540777 64988.49 100 No MI
16540785 74976.03 95 No MI
16540803 104000 100 No MI
16540804 25050 100 No MI
16540807 47190 95 No MI
16540813 43740.28 95 No MI
16540824 31488.46 100 No MI
16540832 76187.64 100 No MI
16540833 13681.71 90 No MI
16540835 44281.91 100 No MI
16540837 68600 100 No MI
16540840 43787.47 100 No MI
16540240 62694.18 100 No MI
16540242 84991.62 100 No MI
16540244 52993.77 100 No MI
16540249 51971.06 100 No MI
16540250 47541.34 100 No MI
16540253 40000 100 No MI
16540255 65800 100 No MI
16540257 31587.78 100 No MI
16540266 39988.87 100 No MI
16540274 42707.43 100 No MI
16540279 59973.46 95 No MI
16540282 32604.13 100 No MI
16540289 18748.26 100 No MI
16540327 39880 100 No MI
16540360 25500 95 No MI
16540235 32612.11 95 No MI
16540176 24776 90 No MI
16540197 60000 85 No MI
16540198 53983.22 90 No MI
16540201 79925.89 100 No MI
16540205 62000 90 No MI
16540213 32388.13 100 No MI
16540216 36974.17 100 No MI
16540218 50984.58 100 No MI
16540222 91635.77 100 No MI
16540224 22992.44 100 No MI
16540227 68738.85 95 No MI
16540229 35292.15 99.97000122 No MI
16540231 25092.41 100 No MI
16468670 77134.98 100 No MI
16540099 59145 100 No MI
16540137 45494.65 100 No MI
16540148 21600 100 No MI
16540155 80480.52 90 No MI
16540157 82800 95 No MI
16540159 106467.79 95 No MI
16540161 45095.43 100 No MI
16468607 59980.83 100 No MI
16468610 63080 100 No MI
16468614 41424.45 100 No MI
16468619 57990.58 100 No MI
16468635 169807.73 99.98999786 No MI
16468641 62728.81 99.97000122 No MI
16468385 61000 100 No MI
16468390 62984.32 100 No MI
16468408 32986.16 90 No MI
16468579 50520 100 No MI
16468586 46500 100 No MI
16468588 73000 90 No MI
16468589 43309.52 100 No MI
16468594 75785.38 100 No MI
16468600 59588.17 100 No MI
16468604 34500 95 No MI
16468415 25001.78 86.98999786 No MI
16468430 24988.64 95 No MI
16468443 53985.39 90 No MI
16468450 68585.18 100 No MI
16468453 45988.23 100 No MI
16468455 16250 100 No MI
16468460 28995.56 100 No MI
16468465 14585.71 100 No MI
16468466 156000 100 No MI
16468470 57981.12 100 No MI
16468472 45219.52 100 No MI
16468475 27000 91.61000061 No MI
16468477 120985.76 89.41999817 No MI
16468479 152960.85 100 No MI
16468494 39000 100 No MI
16172674 30964.12 100 No MI
16172689 98963.54 100 No MI
16172251 41129.41 99.98000336 No MI
16172509 57790.12 100 No MI
16172511 28030 100 No MI
16169392 39744.59 99.98000336 No MI
16165401 61991.04 100 No MI
16389417 26976.63 100 No MI
16389425 39945.3 100 No MI
16389427 24993.61 100 No MI
16389436 48588.89 100 No MI
16389453 50910 90 No MI
16389458 25593.62 100 No MI
16389464 30737.88 90 No MI
16389465 27730.23 90 No MI
16389475 27800 99.95999908 No MI
16389480 29493.45 90 No MI
16389482 40885.81 100 No MI
16389489 49181.98 100 No MI
16389492 57044.21 100 No MI
16389494 34846.57 100 No MI
16389496 79541.64 100 No MI
16389497 20966.36 100 No MI
16389502 28741.55 95 No MI
16389511 36635.31 100 No MI
16389520 349934.43 95 No MI
16368573 71471.59 90 No MI
16368578 109967.64 100 No MI
16368583 96970.66 100 No MI
16368601 37740.6 95 No MI
16368603 114017.53 100 No MI
16368647 97500 95 No MI
16368658 66750 95 No MI
16368674 23993.86 100 No MI
16368679 24990.74 100 No MI
16368682 24995.45 99.75 No MI
16368685 17397.33 100 No MI
16389316 46980 100 No MI
16389324 19250 90 No MI
16389340 29029.37 100 No MI
16389346 56000 90 No MI
16389352 46243.32 95 No MI
16389359 59988.75 100 No MI
16389362 81262.89 100 No MI
16389367 95250 95 No MI
16389381 25327.19 100 No MI
16389403 38744.72 100 No MI
16368706 52983.97 90 No MI
16368440 26974.28 95 No MI
16368447 47497.94 100 No MI
16368466 56940.93 100 No MI
16368474 55973.27 90.61000061 No MI
16368482 21896.64 90 No MI
16368518 36489.99 100 No MI
16368522 44138.71 89.98999786 No MI
16368535 48496.56 100 No MI
16368547 132865.98 99.98999786 No MI
16468191 28389.87 99.97000122 No MI
16468192 112500 95 No MI
16468194 40500 90 No MI
16468232 71173.19 100 No MI
16468242 49500 90 No MI
16468250 47250 95 No MI
16468269 84580.66 100 No MI
16468285 28725 100 No MI
16468298 69992.24 100 No MI
16468310 195000 90 No MI
16468317 25500 97.66000366 No MI
16468325 56100 81.54000092 No MI
16468327 55587.28 100 No MI
16468357 57982.94 98.62000275 No MI
16468381 54874.29 100 No MI
16423033 42090.37 99.98999786 No MI
16468080 16293.86 90 No MI
16468083 33763.35 100 No MI
16468088 29994.38 100 No MI
16468116 18898.53 95 No MI
16468126 151967.15 95 No MI
16468128 12747.68 95 No MI
16468130 31207.76 100 No MI
16468134 121978.42 95 No MI
16468148 53300 100 No MI
16468158 63991.77 100 No MI
16468175 174973.21 90 No MI
16468176 38995.13 100 No MI
16388969 12400 100 No MI
16575283 59841.36 100 No MI
16575438 45400 100 No MI
16575440 39500 90 No MI
16585438 34761.9 95 No MI
16585662 131976.65 100 No MI
16585693 68591.69 100 No MI
16585587 35089.96 97.5 No MI
16585609 29100 100 No MI
16585612 40982.97 100 No MI
16585629 100950 90 No MI
16575102 88000 100 No MI
16575204 36745.28 100 No MI
16575212 13694.84 100 No MI
16574933 56296 100 No MI
16574947 35250 95 No MI
16575009 42875 100 No MI
16397542 40193.67 100 No MI
16397546 139000 99.29000092 No MI
16397548 59173.17 100 No MI
16397562 23991.21 100 No MI
16397596 164950 97.59999847 No MI
16397601 70000 90 No MI
16397604 46036.45 95 No MI
16397612 57941 100 No MI
16400381 52494.52 100 No MI
16400382 29996.68 100 No MI
16400386 19997.5 100 No MI
16400389 25044.74 100 No MI
16400390 26397.55 99.84999847 No MI
16400395 49794.79 100 No MI
16400405 47095.08 100 No MI
16400411 33189.96 100 No MI
16400413 58493.88 100 No MI
16400418 60000 92 No MI
16400425 134968.25 100 No MI
16400429 27595.89 100 No MI
16400455 121000 100 No MI
16400464 94988.15 100 No MI
16400465 37736.54 85 No MI
16400479 79655.12 100 No MI
16400480 179947.05 100 No MI
16400485 39850.19 95 No MI
16400487 52983.97 100 No MI
16400491 47992.21 100 No MI
16400499 81191.19 99.98999786 No MI
16400503 76749.94 100 No MI
16400511 38989.14 95 No MI
16400522 37984.49 100 No MI
16400527 51932.93 99.97000122 No MI
16400529 49963.19 100 No MI
16400536 66000 100 No MI
16400537 66589.2 100 No MI
16400538 62443.67 99.95999908 No MI
16400539 127000 90 No MI
16400541 51000 100 No MI
16400569 51991.56 100 No MI
16400571 19100 100 No MI
16400574 49993.76 100 No MI
16400575 15959.71 100 No MI
16400596 22053.49 100 No MI
16400621 229381.62 90 No MI
16400623 19299.11 100 No MI
16400634 87514.25 100 No MI
16400641 46000 90 No MI
16400647 59993.91 100 No MI
16400651 41300 99.98000336 No MI
16400659 91000 100 No MI
16400662 54367.04 100 No MI
16400668 46195.84 100 No MI
16400672 86433.81 99.98999786 No MI
16400678 24195.59 100 No MI
16400684 16775.33 100 No MI
16400699 31791.87 90 No MI
16400700 50996.7 100 No MI
16400701 28722.49 85 No MI
16400708 79400 90 No MI
16400714 25103 95 No MI
16400715 51750 95 No MI
16400718 65993.69 100 No MI
16400735 54916.02 100 No MI
16400739 101967.4 100 No MI
16400740 84855.98 100 No MI
16400742 73926.92 100 No MI
16400744 35338.07 100 No MI
16400745 51986.7 100 No MI
16400746 71026.44 100 No MI
16400747 34795.78 100 No MI
16400748 94890.28 100 No MI
16400752 47207.82 95 No MI
16400755 65790 100 No MI
16400756 46745.94 100 No MI
16400761 82000 100 No MI
16400776 26250 95 No MI
16400777 81080.93 99.95999908 No MI
16400783 54987.42 100 No MI
16400791 34039.71 95 No MI
16400796 60500 90 No MI
16400800 47900 100 No MI
16400801 63690.52 100 No MI
16400803 27500 95 No MI
16400805 33988.52 90 No MI
16400807 151742.79 100 No MI
16400816 30595.95 100 No MI
16400819 11996.93 95 No MI
16400824 28395.9 100 No MI
16400831 45583.74 95 No MI
16400840 33164.1 100 No MI
16400845 60992.16 100 No MI
16400851 199963.59 86.95999908 No MI
16400855 55178.06 92 No MI
16400873 122966.71 100 No MI
16400883 71542.11 100 No MI
16400886 56091.41 95 No MI
16400893 51987.06 100 No MI
16400894 29994.69 95 No MI
16400899 43991.52 90 No MI
16400912 17998.42 95 No MI
16400913 42986.99 100 No MI
16400916 79200 90 No MI
16400918 32488.09 74.62000275 No MI
16400924 29736.95 85 No MI
16400928 70222 100 No MI
16400932 46290.55 100 No MI
16400940 84369.91 99.95999908 No MI
16400945 45500 89.12000275 No MI
16400957 98550 95 No MI
16400958 62480.57 93.01999664 No MI
16400969 82469.78 95 No MI
16400977 26790.45 100 No MI
16400980 39096.78 100 No MI
16400982 58782.7 100 No MI
16400986 22684.59 94.98000336 No MI
16400989 40400 100 No MI
16400992 33092.22 94.98000336 No MI
16400993 34470.02 100 No MI
16400994 16745.83 100 No MI
16400995 25400 90 No MI
16400999 41892.57 100 No MI
16401000 25046.06 97.56999969 No MI
16401008 16193.72 90 No MI
16401010 72980.25 90 No MI
16401011 33744.83 95 No MI
16401014 49989.79 86.06999969 No MI
16401019 74002.61 100 No MI
16401020 38990.02 90 No MI
16401025 12496.52 90 No MI
16401028 75400 100 No MI
16401030 68250 95 No MI
16401044 92650 90 No MI
16401053 16998.51 100 No MI
16401830 362417.11 100 No MI
16401847 79987.03 100 No MI
16401854 65141.59 100 No MI
16401870 35973.81 100 No MI
16401877 22497.58 100 No MI
16401903 27294.59 99.95999908 No MI
16401908 11797.92 90 No MI
16401912 77242.16 100 No MI
16401914 131961.17 100 No MI
16401923 117975.91 100 No MI
16401929 124000 99.98999786 No MI
16401937 59094.68 100 No MI
16401941 61493.94 100 No MI
16401944 54000 95 No MI
16401946 58494.73 100 No MI
16401949 64494.19 100 No MI
16401965 69968.2 90 No MI
16397196 340000 80 No MI
16397203 37488.96 95 No MI
16397206 28459.62 100 No MI
16397235 116400 100 No MI
16397240 56978.54 100 No MI
16397244 38244.48 100 No MI
16397248 133968.48 100 No MI
16397257 40983.71 100 No MI
16397262 100976.91 100 No MI
16397267 46740.18 94.84999847 No MI
16397269 37196.33 100 No MI
16397271 37990.54 100 No MI
16397274 86500 90 No MI
16397285 249945.99 100 No MI
16397290 28736.92 100 No MI
16397301 15979.42 100 No MI
16397306 63000 100 No MI
16397325 17996.81 90 No MI
16397327 32700 90 No MI
16397339 69971.43 100 No MI
16397348 51224.8 100 No MI
16397353 53492.05 100 No MI
16397360 34250 95 No MI
16397369 39794.58 99.97000122 No MI
16397373 74971.76 100 No MI
16397384 268000 80 No MI
16397391 59241.19 100 No MI
16397394 89983.14 100 No MI
16397405 49119.05 100 No MI
16397409 69200 100 No MI
16397410 83994.05 95 No MI
16397417 153300 62.63000107 No MI
16397428 59993.14 100 No MI
16397468 25391.19 100 No MI
16397472 168000 90 No MI
16397477 103991.93 99.58999634 No MI
16397479 64500 90 No MI
16397481 11898.92 100 No MI
16397486 13798.47 94.34999847 No MI
16397495 38750 95 No MI
16397511 31495.95 89.98000336 No MI
16395686 35495.7 90 No MI
16395697 63211.26 95 No MI
16395701 107927 100 No MI
16395702 36550 89.98999786 No MI
16395722 98750 95 No MI
16395726 66588.56 100 No MI
16395727 54787.47 100 No MI
16395730 49992.78 95 No MI
16395738 26095.25 100 No MI
16395752 50986.95 90 No MI
16395757 31465.96 95 No MI
16395759 106242.47 99.87999725 No MI
16395765 15595.66 90 No MI
16395779 66836.74 99.98999786 No MI
16395786 44993.86 100 No MI
16395788 34000 90 No MI
16395791 55483.22 100 No MI
16395792 29596.51 100 No MI
16395794 50400 99.95999908 No MI
16395795 78834.29 100 No MI
16395816 84984.07 89.44999695 No MI
16395818 52971.79 100 No MI
16395827 146235.16 100 No MI
16395828 32538.4 99.94000244 No MI
16395835 10848.57 94.97000122 No MI
16395838 58982.16 99.66999817 No MI
16395840 185884 99.56999969 No MI
16397079 300000 85.77999878 No MI
16397088 51294.31 100 No MI
16397102 16480 100 No MI
16397125 45586.36 100 No MI
16397128 62259.17 100 No MI
16397131 69443 100 No MI
16397134 49184.28 98.40000153 No MI
16397135 30896.77 100 No MI
16397147 149977.69 92 No MI
16397152 53000 100 No MI
16397157 54876.84 100 No MI
16397164 46189.73 100 No MI
16397168 32600 100 No MI
16397174 65094.31 100 No MI
16397179 30550 99.98000336 No MI
16397188 27998.35 100 No MI
16397193 127705.68 99.95999908 No MI
16397194 87998 100 No MI
16393843 52388.02 90 No MI
16393848 54988.77 72.62000275 No MI
16393854 23496.8 95 No MI
16393865 74993.83 100 No MI
16393895 27800 100 No MI
16393905 68592.61 99.95999908 No MI
16393906 55918.23 100 No MI
16393908 109000 100 No MI
16393913 146957.94 100 No MI
16393923 51000 100 No MI
16393925 42000 90 No MI
16393956 35900 99.97000122 No MI
16393958 27780 90 No MI
16393970 27600 89.41999817 No MI
16393979 50536.7 95 No MI
16393999 61934.9 100 No MI
16394008 39790.1 100 No MI
16394011 48000 90 No MI
16394017 59500 90 No MI
16394018 60800 100 No MI
16394029 45990.87 100 No MI
16394034 19981.99 95 No MI
16394037 39120.23 97.55000305 No MI
16394046 93079.88 100 No MI
16394052 68031 100 No MI
16394060 40485 95 No MI
16394071 41745.63 100 No MI
16394081 44903.12 90 No MI
16394093 39600 100 No MI
16394110 52980 95 No MI
16394127 38000 90 No MI
16394129 42362.18 95 No MI
16394135 102000 95 No MI
16394140 15700 90 No MI
16394144 194952.83 90 No MI
16395224 29394 100 No MI
16395231 9199.04 100 No MI
16395233 23382.24 95 No MI
16395237 15797.79 100 No MI
16395244 60793.83 99.97000122 No MI
16395247 22495.66 90 No MI
16395250 14497.21 89.94000244 No MI
16395251 26396.3 90 No MI
16395252 45000 100 No MI
16395256 35992.86 95 No MI
16395277 13047.26 90 No MI
16395286 73373.82 100 No MI
16395296 46495.93 100 No MI
16395301 49044.4 99.98000336 No MI
16395307 41200 94.97000122 No MI
16395321 20000 100 No MI
16395328 40250.4 99.51000214 No MI
16395330 15098 100 No MI
16395342 66987.45 100 No MI
16395352 25742.63 76.88999939 No MI
16395362 35600 100 No MI
16395365 50600 100 No MI
16395371 34967.19 100 No MI
16395373 29986 100 No MI
16395383 34996.23 95 No MI
16395391 108750 95 No MI
16395395 13996.51 80 No MI
16395401 24993.61 100 No MI
16395402 35000 90 No MI
16395421 68788.33 100 No MI
16395425 28492.9 85 No MI
16395426 25951.47 90 No MI
16395433 246842.5 89.06999969 No MI
16395453 44997.81 100 No MI
16395456 110773.19 100 No MI
16395474 109000 99.84999847 No MI
16395479 59991.33 100 No MI
16395486 63427.98 100 No MI
16395490 11800 100 No MI
16395493 87993.95 100 No MI
16395500 38993.1 100 No MI
16395519 47000 100 No MI
16395526 46243.7 100 No MI
16395528 33381.76 100 No MI
16395533 25537.69 93 No MI
16395552 39994.22 100 No MI
16395556 48744.09 100 No MI
16395598 81750 94.98999786 No MI
16395602 27263.75 100 No MI
16395618 20795.99 89.95999908 No MI
16395631 42785 100 No MI
16395645 108000 81.61000061 No MI
16395646 42974.79 100 No MI
16395659 53793.67 100 No MI
16395660 62991.42 100 No MI
16395661 42988.36 89.06999969 No MI
16395672 39993.51 100 No MI
16395679 50820 100 No MI
16395681 30000 100 No MI
16326594 38403.39 99.69999695 No MI
16326601 12733.65 95 No MI
16326605 12733.65 95 No MI
16326607 12733.65 95 No MI
16326618 30150 100 No MI
16326621 27184.36 100 No MI
16326622 77952.59 100 No MI
16326624 50872.3 99.98000336 No MI
16326628 45000 100 No MI
16326635 28597.35 100 No MI
16326637 32284.09 90 No MI
16326639 38992.49 99.98000336 No MI
16326654 175962.95 91.48999786 No MI
16326656 138290.55 100 No MI
16326659 86550.19 100 No MI
16326660 18448.84 95 No MI
16326668 12995.23 100 No MI
16326672 49187.64 100 No MI
16326682 44454.88 100 No MI
16326683 62198 100 No MI
16326688 71956.23 100 No MI
16326694 28762.5 100 No MI
16326714 44250 99.98000336 No MI
16326717 31990.96 99.97000122 No MI
16326718 45000 100 No MI
16326724 68808.15 99.98000336 No MI
16326730 34343 95 No MI
16326733 24147.04 99.95999908 No MI
16326734 50809.6 100 No MI
16326736 25384.56 100 No MI
16326745 87952.12 99.98999786 No MI
16326749 71953.76 95 No MI
16326752 26388.62 96.26999664 No MI
16326756 46787.16 100 No MI
16326757 31991.72 100 No MI
16326761 28495.41 90 No MI
16326560 84308.89 100 No MI
16326561 95921.65 100 No MI
16326562 46180.49 100 No MI
16326572 30993.86 100 No MI
16326576 59980 100 No MI
16326577 36803.23 95 No MI
16326579 20396.61 100 No MI
16138615 13792.8 100 No MI
16138640 53316.8 94.98999786 No MI
16138508 48466.1 100 No MI
16138547 12997.77 100 No MI
16326210 33888.84 100 No MI
16348219 26224.02 95 No MI
16348249 34200 99.54000092 No MI
16348143 15598.63 100 No MI
16348151 25344.83 89.94999695 No MI
16348157 101972.4 100 No MI
16348172 164101.71 95 No MI
16545053 19450 90 No MI
16346296 47014.97 90 No MI
16346298 36757.92 90 No MI
16346320 42987.35 100 No MI
16346453 26242.9 85 No MI
16347396 435000 87.94999695 No MI
16347400 28794.6 100 No MI
16347495 54822.09 100 No MI
16347538 91866.54 100 No MI
16347572 71200 100 No MI
16347574 45798.64 100 No MI
16347576 32887.83 99.94999695 No MI
16347578 38377.93 100 No MI
16347610 42681.9 100 No MI
16346137 20250 95 No MI
16346139 35253.4 100 No MI
16346147 36294.22 100 No MI
16347772 112000 80 No MI
16347819 35681.31 100 No MI
16347863 110274 95 No MI
16347979 98929.08 100 No MI
16420661 15417.64 89.98999786 No MI
16546505 40000 100 No MI
16375268 42487.49 90 No MI
16387184 112923.34 100 No MI
16400618 50000 90 No MI
16406018 101000 100 No MI
16314865 54957.82 100 No MI
16359361 64000 100 No MI
16376314 60180.76 89.98999786 No MI
16402503 16998.33 100 No MI
16540910 210000 100 No MI
16568968 25975.53 100 No MI
16330249 65500 90 No MI
16551990 127000 100 No MI
16318879 93767.44 100 No MI
16318926 28408.4 95 No MI
16318780 94931.79 100 No MI
16318782 133307.39 89.33000183 No MI
16318954 131000 100 No MI
16318795 103973.38 100 No MI
16318981 98676.67 99.84999847 No MI
16321633 23000 90 No MI
16321672 52869.56 100 No MI
16316468 52449.28 95 No MI
16316470 211000 98.76000214 No MI
16314128 67400 39.40000153 No MI
16316502 116962.6 100 No MI
16316535 99975.8 100 No MI
16305771 23990.96 90 No MI
16305777 38387.03 100 No MI
16305798 112961.15 100 No MI
16305802 71177.24 100 No MI
16305818 22486.36 90 No MI
16305835 31690.41 90 No MI
16305861 79775.86 100 No MI
16305901 35750 89.98999786 No MI
16305744 57272.12 98.87999725 No MI
16305927 75569.13 100 No MI
16305956 12495.16 76.91999817 No MI
16307548 78377.56 100 No MI
16307609 95000 100 No MI
16307645 158558.25 100 No MI
16307647 89179.6 100 No MI
16316384 66579.89 100 No MI
16347186 127800 100 No MI
16316413 71200 100 No MI
16316424 85977.98 97.55000305 No MI
16316425 79035 95 No MI
16316447 48000 94.76999664 No MI
16225856 232938.9 100 No MI
16227945 121965.09 100 No MI
16246199 56986.21 95 No MI
16247635 122971.87 99.80999756 No MI
16290452 69750 95 No MI
16290328 87954.72 100 No MI
16294904 30424.07 90 No MI
16297678 73975.01 100 No MI
16297780 38800 90 No MI
16297798 107824.63 95 No MI
16302204 29245.52 95 No MI
16303355 93554.48 100 No MI
16235693 16697.85 90 No MI
16346061 29903.73 85 No MI
16346063 59995.75 100 No MI
16345892 46969.79 100 No MI
16323511 46991.2 100 No MI
16323514 34390.18 100 No MI
16574906 45741.42 93.47000122 No MI
16571959 145600 100 No MI
16571985 96820 100 No MI
16572145 96396 100 No MI
16574839 20100 95 No MI
16574840 10000 95 No MI
16574846 40000 100 No MI
16574850 15000 100 No MI
16574885 37900 99.94999695 No MI
16574901 39000 100 No MI
16570727 90000 95 No MI
16570734 55500 90 No MI
16571534 49036.35 95 No MI
16571537 56253.38 100 No MI
16571609 55650 100 No MI
16571611 80000 90 No MI
16571653 35800 85.26999664 No MI
16571798 39600 100 No MI
16571801 63000 89.37000275 No MI
16570720 38850 95 No MI
16570539 67906 100 No MI
16345879 391117.91 100 No MI
16344478 13994.86 100 No MI
16344479 9746.44 95 No MI
16344481 15744.23 95 No MI
16344482 46987.28 100 No MI
16344484 15987.55 89.98999786 No MI
16344485 44243.09 99.97000122 No MI
16344487 62794.18 100 No MI
16344492 102739.22 99.98999786 No MI
16344493 194072.49 100 No MI
16344495 38764.52 99.48999786 No MI
16344498 48969.16 100 No MI
16344500 56984.99 100 No MI
16344501 42000 100 No MI
16344504 28350 95 No MI
16344508 35591.32 100 No MI
16344516 21447.52 95 No MI
16344522 36959.11 100 No MI
16344525 42510 100 No MI
16344529 21942.41 94.98000336 No MI
16344536 61282.18 99.95999908 No MI
16344537 85449.44 100 No MI
16344538 52822.72 100 No MI
16344541 76978.88 90 No MI
16344573 33091.44 89.98999786 No MI
16344574 31953.88 100 No MI
16344665 106500 95 No MI
16344690 54300 94.95999908 No MI
16344750 239935.05 100 No MI
16344415 69828.48 99.98999786 No MI
16344420 43200 95 No MI
16344427 30224.27 100 No MI
16344433 48132.48 100 No MI
16344436 39029.92 99.97000122 No MI
16344440 70322 100 No MI
16344441 73181.06 100 No MI
16344442 26495.86 100 No MI
16344445 14900 94.81999969 No MI
16344446 63963.2 100 No MI
16344447 84488.72 100 No MI
16344450 23988.33 100 No MI
16344456 32000 100 No MI
16344463 66879.4 100 No MI
16344469 50071.2 99.95999908 No MI
16344470 39972.53 100 No MI
16344472 29994.4 100 No MI
16344475 74078.8 99.98999786 No MI
16344476 91900 100 No MI
16344477 12395.45 100 No MI
16570437 138000 100 No MI
16570444 88500 95 No MI
16570290 41950 94.98999786 No MI
16570294 14000 100 No MI
16570298 26640 100 No MI
16570301 20800 100 No MI
16570303 125000 99.69000244 No MI
16570309 28660 100 No MI
16570316 84400 90 No MI
16570330 35000 90 No MI
16570392 90000 90 No MI
16569219 64598 100 No MI
16569222 25050 95 No MI
16569312 34000 90 No MI
16569317 48000 90 No MI
16323457 11899.48 100 No MI
16569104 26837.12 100 No MI
16569102 108000 100 No MI
16422981 62987.85 100 No MI
16422987 52777.05 100 No MI
16422989 47988.39 100 No MI
16423005 149970.23 100 No MI
16423006 27000 100 No MI
16423011 60989.38 100 No MI
16423014 11097.67 90 No MI
16344237 28995.93 95 No MI
16344263 7497.68 89.30999756 No MI
16344265 14992.28 90 No MI
16344273 105972.87 100 No MI
16344275 67778.92 99.98999786 No MI
16344293 27000 90 No MI
16344301 19678.06 95 No MI
16344304 107948.93 90 No MI
16344308 93945.93 100 No MI
16344328 23492.97 94.98999786 No MI
16344344 34240.2 90 No MI
16344349 50969 100 No MI
16344355 28792.55 100 No MI
16344358 44685 95 No MI
16344363 18791.35 100 No MI
16344365 25988.7 100 No MI
16344368 23874 90 No MI
16344372 28392.66 100 No MI
16344376 42700 100 No MI
16344377 159249.56 100 No MI
16344316 47368.77 100 No MI
16344317 65974.4 90 No MI
16344321 45775.76 100 No MI
16344323 86600 100 No MI
16344175 57962.87 100 No MI
16344207 62932.78 100 No MI
16344218 87896.1 100 No MI
16422958 25000 94.97000122 No MI
16422961 44374.98 90 No MI
16422967 70982.33 100 No MI
16422969 74970.99 100 No MI
16422972 13950 95 No MI
16422973 77982.67 95 No MI
16359817 74984.38 100 No MI
16359818 35233.56 95 No MI
16359822 59600 100 No MI
16359844 13297.04 90 No MI
16359881 14995.94 100 No MI
16359887 35993.98 100 No MI
16359917 42481.65 100 No MI
16359427 26697.59 100 No MI
16359430 31906.02 100 No MI
16359433 43292.12 99.98000336 No MI
16359435 54987.77 100 No MI
16359442 24450 99.94999695 No MI
16359378 105500 95 No MI
16359384 63967.08 99.69000244 No MI
16359385 46031.31 100 No MI
16359386 76977.96 100 No MI
16359387 51774.08 100 No MI
16359394 375000 90 No MI
16359404 43450 94.98999786 No MI
16359407 34245.67 100 No MI
16359412 28500 95 No MI
16359414 43682.53 99.98000336 No MI
16359416 31989.55 100 No MI
16359419 77000 98.72000122 No MI
16359420 71850 95 No MI
16359421 84344.29 100 No MI
16359422 47295.06 100 No MI
16359423 23064.44 95 No MI
16359187 64430.14 100 No MI
16359191 17330 90 No MI
16359192 87750 100 No MI
16359198 55994.27 100 No MI
16359200 93594.62 99.98999786 No MI
16359201 161560 100 No MI
16359202 65362.39 100 No MI
16359208 41600 100 No MI
16359209 14995.59 92.52999878 No MI
16359211 37459.99 100 No MI
16359213 29977.07 95 No MI
16359217 8492.25 90 No MI
16359237 32600 100 No MI
16359243 50200 100 No MI
16359246 27496.67 100 No MI
16359253 51571.14 100 No MI
16359254 23659.88 95 No MI
16359257 41150 99.98000336 No MI
16359261 43000 100 No MI
16359262 74959.2 100 No MI
16359264 57500 90 No MI
16359265 27984.34 100 No MI
16359270 39783.67 90 No MI
16359276 49974.27 100 No MI
16359278 52026.8 95.25 No MI
16359280 33591.87 88.44000244 No MI
16359282 63582.3 100 No MI
16359286 15996.73 83.84999847 No MI
16359287 130000 100 No MI
16359289 55500 100 No MI
16359292 43067.22 95.43000031 No MI
16359294 37382.8 100 No MI
16359296 23440 99.80000305 No MI
16359301 59985.48 100 No MI
16359306 14350 90 No MI
16359307 32250 95 No MI
16359311 59980 100 No MI
16359315 26596.15 100 No MI
16359316 53081 95 No MI
16359317 142465.24 95 No MI
16359324 78000 100 No MI
16359326 74981.71 100 No MI
16359330 44966.06 100 No MI
16359332 449781.1 89.29000092 No MI
16359333 23788.42 100 No MI
16359334 73950 99.98999786 No MI
16359336 49474.52 90 No MI
16359341 35044.63 99.97000122 No MI
16359348 64990.44 100 No MI
16359350 26400 94.84999847 No MI
16359351 84902.12 95 No MI
16359353 58000 100 No MI
16359354 73968.96 73.08999634 No MI
16359357 24994.14 100 No MI
16359359 31380.91 100 No MI
16359363 134941.34 99.45999908 No MI
16359364 43986.04 90 No MI
16359365 51916.72 100 No MI
16359368 39000 90 No MI
16359369 39000 90 No MI
16359083 14997.02 100 No MI
16359100 58414.58 100 No MI
16359118 199884.97 100 No MI
16359122 6959.66 90 No MI
16359131 15498.32 90 No MI
16359132 15256.2 99.81999969 No MI
16359147 42957 99.94999695 No MI
16359150 145000 100 No MI
16359156 189950 80 No MI
16359159 60600 100 No MI
16359161 48092.32 100 No MI
16359166 38796.5 100 No MI
16359168 76906.56 100 No MI
16359173 36743.9 95 No MI
16359176 26725.64 94.91000366 No MI
16359178 39994.46 100 No MI
16359179 54033.65 99.98999786 No MI
16359184 36884.35 99.98999786 No MI
16359075 14997.02 100 No MI
16343888 79757.78 100 No MI
16343918 17394.33 100 No MI
16343934 29789.09 100 No MI
16343939 90000 100 No MI
16343987 28000 100 No MI
16344013 42228.1 89.98000336 No MI
16344071 109750 100 No MI
16344073 58277.39 89.98999786 No MI
16342417 86982.22 100 No MI
16342420 28534.18 100 No MI
16342428 103067.05 99.98999786 No MI
16342450 62000 100 No MI
16342580 41594.34 100 No MI
16343791 99163.89 100 No MI
16342303 10000 85.68000031 No MI
16342200 60974.42 99.98999786 No MI
16342127 24634 90 No MI
16342064 34327.65 99.72000122 No MI
16341927 43708 100 No MI
16341935 80060.01 100 No MI
16341939 16373.83 100 No MI
16341975 15698.63 100 No MI
16342027 66125.09 99.98999786 No MI
16342034 40610.5 100 No MI
16342040 38693.38 94.90000153 No MI
16339774 14794.42 90 No MI
16339789 70670.15 100 No MI
16339844 102000 100 No MI
16339863 91192.36 100 No MI
16339611 91172.66 94.98999786 No MI
16339638 79927 100 No MI
16339659 13123.71 95 No MI
16339546 26544.42 89.94999695 No MI
16323350 23496.8 95 No MI
16339436 27594.19 100 No MI
16339469 24993.23 100 No MI
16339184 17996.21 100 No MI
16339375 11997.18 100 No MI
16568952 33994.65 100 No MI
16568958 18150 95 No MI
16569020 204934.48 100 No MI
16569025 28800 100 No MI
16569035 85497 100 No MI
16568942 25100 100 No MI
16568884 41000 91.55000305 No MI
16568890 71300 99.98999786 No MI
16568761 33350 100 No MI
16568782 72300 99.98000336 No MI
16568842 85862.07 100 No MI
16568857 18300 95 No MI
16235976 30558.02 100 No MI
16390457 29776.39 100 No MI
16390522 41895.22 99.93000031 No MI
16233350 106321.9 100 No MI
16359267 30382.02 100 No MI
16322988 184893.61 80 No MI
16323038 26587.9 100 No MI
16322850 39989.65 100 No MI
16322785 30174.22 100 No MI
16322788 30380.97 95 No MI
16321401 35775.04 100 No MI
16321411 9998.9 83.84999847 No MI
16321342 44784.87 100 No MI
16321234 37592.09 100 No MI
16321187 60648.98 100 No MI
16321031 37585 100 No MI
16318535 268707.36 90 No MI
16366144 62383.11 100 No MI
16318449 18400 90 No MI
16315284 28997.14 100 No MI
16315237 50980.61 100 No MI
16315240 32182.48 94.98000336 No MI
16315248 30850 90 No MI
16315249 30387.42 100 No MI
16315251 21893.09 40.08000183 No MI
16315268 25988.69 100 No MI
16315278 28393.27 100 No MI
16315125 37069.57 100 No MI
16315133 69949.85 100 No MI
16315136 26250 90 No MI
16315137 48400 100 No MI
16315150 124979.26 100 No MI
16315175 319886.12 94.29000092 No MI
16335564 91398 100 No MI
16315038 73956.25 100 No MI
16315039 62500 95 No MI
16315040 48963.93 100 No MI
16315056 41276.24 100 No MI
16315064 37492.77 95 No MI
16315069 20997.34 95 No MI
16315083 37788.69 100 No MI
16335641 58300 99.51999664 No MI
16335648 26394.61 100 No MI
16335653 17997.68 100 No MI
16315097 16738.58 100 No MI
16315108 38344.01 99.97000122 No MI
16315113 63968.88 100 No MI
16315115 19932.27 99.94999695 No MI
16314826 51939.58 100 No MI
16314836 29241.38 100 No MI
16314853 40565.53 100 No MI
16314855 51760.71 100 No MI
16314868 19998.3 100 No MI
16314873 19950 94.95999908 No MI
16314881 19950 95 No MI
16314897 22095.72 100 No MI
16314935 15100.35 100 No MI
16335482 16795.94 100 No MI
16314973 30590.58 99.94999695 No MI
16314979 61566.47 100 No MI
16314988 26176.94 100 No MI
16314996 60931.56 99.98000336 No MI
16315000 71929.41 99.98000336 No MI
16315001 46306.54 95 No MI
16315026 26242.14 100 No MI
16358450 138000 100 No MI
16358459 71242.1 100 No MI
16359005 56194.3 100 No MI
16358431 105450 95 No MI
16314523 31034.46 95 No MI
16347909 34995.5 100 No MI
16314586 82339.35 100 No MI
16314373 16990.23 100 No MI
16308164 53990.17 100 No MI
16308209 37994.58 100 No MI
16308122 10498.2 90 No MI
16306402 164910.24 95 No MI
16306292 17589.87 93.97000122 No MI
16306344 20284.1 90 No MI
16301286 21996.11 100 No MI
16300690 22650 89.98999786 No MI
16300708 43965.22 100 No MI
16300756 24988.03 100 No MI
16300761 16797.13 95 No MI
16300847 56985.82 100 No MI
16300854 34073.5 99.69999695 No MI
16300869 27138.09 94.94999695 No MI
16300927 41988.14 100 No MI
16300952 44524.55 99.97000122 No MI
16300961 45962.65 100 No MI
16300971 35230.73 95 No MI
16301075 66580.41 99.76000214 No MI
16297171 25789.32 100 No MI
16296623 51128.3 100 No MI
16296762 22996.05 100 No MI
16296829 11297.7 94.81999969 No MI
16295754 26157.7 100 No MI
16295610 54835.95 100 No MI
16295347 442969.65 90.79000092 No MI
16295229 41990.12 95 No MI
16359236 54995.19 100 No MI
16163523 199915.66 100 No MI
16303506 22500 95 No MI
16303512 48438.27 100 No MI
16302115 47000 100 No MI
16302145 53983.66 100 No MI
16302162 85967.62 94.95999908 No MI
16303381 349915.32 97.58000183 No MI
16303413 54600 100 No MI
16303441 139954 100 No MI
16303350 40642.93 100 No MI
16297792 68974.71 100 No MI
16297793 112967.66 100 No MI
16297636 78954.46 100 No MI
16297640 43968.41 90 No MI
16297644 67895.75 94.47000122 No MI
16297863 76000 100 No MI
16301985 76000 40 No MI
16302037 87978.7 77.26999664 No MI
16302049 82982.56 100 No MI
16296388 117954.76 100 No MI
16296397 54960.39 100 No MI
16297719 95964.82 100 No MI
16297730 169159.06 99.98000336 No MI
16297742 79573.85 100 No MI
16295058 36983.62 90 No MI
16296323 111374.52 100 No MI
16296333 36366.29 100 No MI
16292978 123971.64 100 No MI
16292879 168976.98 90 No MI
16293057 51783.44 90 No MI
16293085 18744.77 100 No MI
16292903 37489.27 90 No MI
16247620 67172 100 No MI
16247680 46981.32 100 No MI
16290407 109000 100 No MI
16294988 51732.53 95 No MI
16294990 130000 100 No MI
16295007 96968.13 100 No MI
16290495 29500 90 No MI
16292904 133000 100 No MI
16292931 49978.24 90 No MI
16231330 55952.82 90 No MI
16239770 65986.9 100 No MI
16239774 47782.48 100 No MI
16243445 46212.08 88.55999756 No MI
16243534 32990.02 100 No MI
16243562 97965.99 100 No MI
16243575 33975.09 100 No MI
16231475 45300 95 No MI
16243591 147944.2 100 No MI
16243611 89967.9 100 No MI
16243462 121970.48 100 No MI
16245983 109929.36 100 No MI
16234843 90000 100 No MI
16366260 20197.16 99.98000336 No MI
16366261 29571.99 100 No MI
16366262 81376.7 100 No MI
16366268 48880 100 No MI
16366272 28100 100 No MI
16366274 18496.63 90 No MI
16366275 32667.22 95 No MI
16366278 97487.47 94.26999664 No MI
16366285 22493.07 90 No MI
16366287 33991.54 100 No MI
16366291 49350 99.76000214 No MI
16366297 100000 79.08999634 No MI
16366303 31172.22 99.58999634 No MI
16366308 78763 90 No MI
16366309 139999.99 75.5 No MI
16366312 170805.44 100 No MI
16366318 50842.3 95 No MI
16366321 41496.26 90 No MI
16366338 71987.62 100 No MI
16366344 26000 100 No MI
16366361 8146.93 90 No MI
16367998 42993.6 100 No MI
16368012 32991.47 100 No MI
16368061 319913.4 95 No MI
16368129 54959.86 100 No MI
16368138 49902.67 99.97000122 No MI
16368142 42172.75 100 No MI
16368161 49734.31 90 No MI
16368188 54094.97 99.98999786 No MI
16389310 31246.64 100 No MI
16389313 38789.2 94.94999695 No MI
16368200 39215.77 100 No MI
16368208 34194.5 100 No MI
16368243 114390.4 100 No MI
16368285 32945.25 99.98999786 No MI
16368296 21195.41 89.98000336 No MI
16368300 17235.67 100 No MI
16368326 45811.75 99.95999908 No MI
16368328 64490.21 100 No MI
16368341 15747.74 95 No MI
16368379 77986.66 100 No MI
16368380 30744.42 100 No MI
16368394 16286.51 90 No MI
16368397 38950 99.97000122 No MI
16368403 97966.91 100 No MI
16368408 36586.95 95 No MI
16358320 37144.26 90 No MI
16387424 53460 95 No MI
16387465 30800 90 No MI
16400691 51990.8 100 No MI
16393952 43726.11 90 No MI
16395488 37986.26 100 No MI
16395627 47994.01 100 No MI
16366177 95786.16 100 No MI
16366180 36483.21 97.08999634 No MI
16366181 31735.4 100 No MI
16366182 60400 100 No MI
16366183 79990 100 No MI
16366187 100000 99.01000214 No MI
16366197 30750 95 No MI
16366198 52092.25 100 No MI
16366199 114972.18 100 No MI
16366201 60000 100 No MI
16366202 50080 100 No MI
16366206 45387.01 100 No MI
16366208 32441.22 99.98000336 No MI
16366211 76680.37 100 No MI
16366215 16200 100 No MI
16366220 29697.4 100 No MI
16366227 99947.09 100 No MI
16366240 49187.28 95 No MI
16366241 48466.87 100 No MI
16366248 15745.93 95 No MI
16366249 43200 99.86000061 No MI
16366251 82349.95 100 No MI
16366259 46236.16 100 No MI
16366149 11437.23 90 No MI
16366152 42594.84 100 No MI
16366160 17176.05 100 No MI
16366162 76000 100 No MI
16366164 175100 98.43000031 No MI
16366170 51987.42 94.55000305 No MI
16366174 54673.4 100 No MI
16366175 35000 100 No MI
16365662 15403.67 99.87000275 No MI
16365687 88200 100 No MI
16365689 28980.32 100 No MI
16365704 24922 89.33000183 No MI
16365710 20961.32 95 No MI
16365733 47370.74 95 No MI
16365736 450000 75.19999695 No MI
16365747 82974.19 100 No MI
16365768 73971.62 100 No MI
16365771 33410.17 86.90000153 No MI
16365772 75647.19 100 No MI
16365779 39824.53 94.98000336 No MI
16365781 34773 99.98999786 No MI
16365811 43493.53 100 No MI
16365812 19379.21 100 No MI
16365841 56694.58 100 No MI
16365845 26382.1 100 No MI
16365877 60000 100 No MI
16365882 59964.1 99.86000061 No MI
16365895 115363.12 90 No MI
16365942 67912.33 100 No MI
16365969 62488.31 100 No MI
16366006 26592.79 100 No MI
16366007 30392.65 100 No MI
16366008 33695.41 100 No MI
16366011 40944.16 100 No MI
16366012 68983.66 100 No MI
16366014 30286.23 100 No MI
16366018 39142.67 99.97000122 No MI
16366025 50816.9 99.98000336 No MI
16366026 42345.33 100 No MI
16366034 95049.69 99.98000336 No MI
16366039 56000 100 No MI
16366041 49960 100 No MI
16366045 24492 90 No MI
16366046 22497.27 100 No MI
16366047 26676.38 99.84999847 No MI
16366052 31992.68 97.77999878 No MI
16366053 19782.49 95 No MI
16366055 47392.74 100 No MI
16366060 72981.12 100 No MI
16366063 14497.04 94.91000366 No MI
16366067 63934.53 99.98999786 No MI
16366070 20976.73 100 No MI
16366075 44138.7 99.97000122 No MI
16366083 65000 100 No MI
16366086 17997.94 95 No MI
16366087 20247.68 95 No MI
16366092 49971.24 100 No MI
16366097 26000 100 No MI
16366098 13915.21 100 No MI
16366099 24996.06 100 No MI
16366104 20792.38 90 No MI
16366107 252451.37 95 No MI
16366110 62313.12 95 No MI
16366115 21596.07 95 No MI
16366116 22498.02 95 No MI
16366119 67378.46 99.98999786 No MI
16366121 269952.24 100 No MI
16366122 49971.24 100 No MI
16366123 16696.18 90 No MI
16366125 45200 100 No MI
16366135 84736.36 100 No MI
16366143 29197.44 100 No MI
16365574 72179 100 No MI
16365613 60959.07 99.94000244 No MI
16365633 26845.38 95 No MI
16365637 74994.35 100 No MI
16365640 49942.13 99.98000336 No MI
16365659 29877.86 100 No MI
16361571 37489.72 97.08999634 No MI
16361581 37777.48 100 No MI
16365514 83132.79 100 No MI
16365526 63300 100 No MI
16365534 66712.01 100 No MI
16365539 85974.7 100 No MI
16365540 59921.83 100 No MI
16365549 57977.3 100 No MI
16365554 72953.26 100 No MI
16365565 125423.2 95 No MI
16365571 45963.15 100 No MI
16361169 35594.23 99.83999634 No MI
16361259 22995.95 100 No MI
16361294 47626 100 No MI
16361327 86983.74 100 No MI
16361334 75622.29 100 No MI
16361355 200000 86.08999634 No MI
16361371 136719.12 100 No MI
16361421 41993.75 100 No MI
16361423 37600 100 No MI
16568726 89200 99.98999786 No MI
16568727 63000 100 No MI
16568741 53293.91 100 No MI
16568235 11385 95 No MI
16568205 87000 95 No MI
16568231 247177.26 99.98999786 No MI
16568092 65250 94.98000336 No MI
16567956 142500 94.98999786 No MI
16567923 92600 99.97000122 No MI
16567949 64692.39 99.98999786 No MI
16567833 28000 100 No MI
16392842 178211.39 100 No MI
16392843 87600 100 No MI
16392848 72900 95 No MI
16393583 78487.63 100 No MI
16393584 27000 100 No MI
16393589 76100 95 No MI
16393590 186850 100 No MI
16393613 66700 90 No MI
16393617 224933.81 97.83000183 No MI
16393627 22997.99 100 No MI
16393637 13994.73 86.51000214 No MI
16393642 95933.07 100 No MI
16393647 89931 100 No MI
16393653 77763.71 100 No MI
16393659 56641.82 100 No MI
16393682 15692.08 90 No MI
16393705 33797.87 100 No MI
16393709 73477.77 100 No MI
16393712 16786.67 90 No MI
16393726 51985.12 88.30000305 No MI
16393729 27650 99.94999695 No MI
16393735 56691.56 100 No MI
16393770 16195.23 90 No MI
16393771 47990.2 90 No MI
16393772 74985.12 100 No MI
16393780 59981.54 100 No MI
16393782 24997.28 100 No MI
16393783 40987.94 90 No MI
16393789 63938.68 99.98000336 No MI
16393791 55445.68 100 No MI
16393801 13998.71 100 No MI
16393807 65370.29 100 No MI
16393818 88965.57 100 No MI
16393819 44095.91 100 No MI
16393821 48907.25 100 No MI
16393824 49495.4 99.94000244 No MI
16393826 29979.3 100 No MI
16393833 51550 99.98000336 No MI
16393836 90582.86 95 No MI
16393838 55484.98 95 No MI
16358401 79300 95 No MI
16361111 29995.13 98.18000031 No MI
16392780 98951.3 86.31999969 No MI
16392783 49486.23 90 No MI
16392787 38000 95.87999725 No MI
16392793 29475.49 100 No MI
16392815 54983.36 100 No MI
16392817 31491.94 89.97000122 No MI
16392838 31991.09 89.13999939 No MI
16361090 119038 100 No MI
16361092 50980 100 No MI
16361076 23997.42 100 No MI
16361084 23995.88 100 No MI
16361088 39993.32 100 No MI
16361049 10297.41 100 No MI
16361054 28995.16 100 No MI
16360977 44993.5 100 No MI
16360989 40492.65 100 No MI
16360144 76992.05 100 No MI
16360151 52159 100 No MI
16360161 88740.4 100 No MI
16360172 19200 100 No MI
16360224 16847.77 99.98000336 No MI
16360229 16847.77 99.98000336 No MI
16360232 49687.49 100 No MI
16360246 56245.5 100 No MI
16360268 73554.74 90 No MI
16360305 54068 100 No MI
16360332 63000 100 No MI
16360345 56994.22 95 No MI
16360891 31487.79 100 No MI
16360911 71981.38 100 No MI
16360913 32993.25 100 No MI
16360916 19196.41 95 No MI
16360919 44976.18 90 No MI
16360924 60948.94 99.19000244 No MI
16360928 55927.86 100 No MI
16392741 26546.39 100 No MI
16392752 53986.56 89.38999939 No MI
16392757 49328.27 100 No MI
16392766 49800 100 No MI
16392767 95789.68 100 No MI
16392770 41047.71 100 No MI
16392774 75744 100 No MI
16392777 47395.6 100 No MI
16392624 68416.42 100 No MI
16392635 69985.71 100 No MI
16392641 17996.53 91.18000031 No MI
16392651 106472.74 100 No MI
16392654 40496.01 95 No MI
16392662 49488.68 95 No MI
16392672 51490.35 100 No MI
16392673 39992.47 100 No MI
16392676 349902.6 87.73000336 No MI
16392677 25000 100 No MI
16392678 72750 99.98999786 No MI
16392682 21597.46 100 No MI
16392685 22746.72 100 No MI
16392686 36600 100 No MI
16392693 119774.84 100 No MI
16392698 21500 100 No MI
16392700 25996.75 100 No MI
16392701 30996.46 100 No MI
16392708 33595.81 100 No MI
16392712 29975.27 100 No MI
16392714 30825.41 89 No MI
16392718 82493.98 84.86000061 No MI
16392720 24895.47 100 No MI
16392729 32119.15 100 No MI
16422561 88920.68 100 No MI
16422563 20314.52 100 No MI
16422564 22395.92 100 No MI
16422568 28000 100 No MI
16422571 51985.12 90 No MI
16422576 23475 100 No MI
16422584 60982.06 90 No MI
16422600 48744.43 100 No MI
16422603 25593.26 100 No MI
16422604 43725 100 No MI
16422610 29794.58 100 No MI
16422612 51190.41 99.97000122 No MI
16388840 15445.92 95 No MI
16388848 43000 90 No MI
16388852 68628.66 95 No MI
16388870 42484 90 No MI
16422473 41994.27 89.98000336 No MI
16422482 70328.72 94.94000244 No MI
16422490 36992.87 100 No MI
16422497 23200 100 No MI
16422529 37496.2 100 No MI
16422541 337413.63 100 No MI
16422547 146000 100 No MI
16422549 71981.57 95 No MI
16422556 48447.12 100 No MI
16422557 35789.76 100 No MI
16388745 35996.12 100 No MI
16388746 289572 100 No MI
16388747 55973.41 99.98000336 No MI
16388750 21900 100 No MI
16388755 21598.9 100 No MI
16388766 34416.34 100 No MI
16388771 41988.32 100 No MI
16388786 156907.31 84.05999756 No MI
16388789 59957.02 89.08999634 No MI
16388790 76000 87.69000244 No MI
16388801 26675.64 90 No MI
16388810 181916.33 100 No MI
16388817 53000 100 No MI
16388836 92000 96.73000336 No MI
16387618 59982.83 95 No MI
16387619 75993.55 100 No MI
16387622 144565.02 100 No MI
16387624 98500 100 No MI
16387634 88740.72 100 No MI
16388690 85500 100 No MI
16388702 82990.79 90 No MI
16388720 144250 99.95999908 No MI
16388734 37497.64 95 No MI
16388741 55950.25 94.73999786 No MI
16422904 96000 100 No MI
16422795 72889.85 100 No MI
16422797 52483.8 100 No MI
16422798 187500 90 No MI
16422810 61800 95 No MI
16422816 27490.97 90 No MI
16422831 222500 95 No MI
16422839 34600 100 No MI
16422862 70000 100 No MI
16389134 44780 95 No MI
16389138 150000 94.70999908 No MI
16389140 22396.26 100 No MI
16389146 85380.47 95 No MI
16389147 43396.21 100 No MI
16389157 33000 100 No MI
16389162 40047.7 95 No MI
16389163 71830.56 95.20999908 No MI
16389165 44930.64 99.98000336 No MI
16389166 42987 100 No MI
16389174 7500 85.30000305 No MI
16389175 24000 100 No MI
16389177 25000 85.09999847 No MI
16389183 40696.94 89.80000305 No MI
16389185 107575.39 100 No MI
16389189 50486.33 100 No MI
16389190 30248 98.90000153 No MI
16389192 45824 100 No MI
16389194 122871.9 99.98000336 No MI
16389197 76000 100 No MI
16389198 83936.63 99.94999695 No MI
16389200 49385.87 100 No MI
16389201 32730.89 100 No MI
16389202 71950 99.98999786 No MI
16389203 88529.75 99.98999786 No MI
16389210 27394.72 100 No MI
16389213 44153.38 100 No MI
16389218 30400 100 No MI
16389220 81989.47 100 No MI
16389226 28000 100 No MI
16389227 27450 95 No MI
16389242 71983.54 100 No MI
16389243 46994.47 100 No MI
16389249 28997.82 92.94999695 No MI
16389252 29835 95 No MI
16389268 124988.74 97.05000305 No MI
16389270 112490.74 100 No MI
16389274 31484.5 90 No MI
16389276 26694.23 100 No MI
16389296 33195.48 100 No MI
16389305 67580.96 100 No MI
16389307 46590.75 100 No MI
16360038 69983.53 90 No MI
16360053 16050 95 No MI
16360063 29575.6 40 No MI
16360071 60349.83 100 No MI
16360074 52246.78 100 No MI
16360076 53188.83 100 No MI
16360100 30742 100 No MI
16360125 36295.05 100 No MI
16419650 41438 100 No MI
16419662 38900 90 No MI
16419668 17896.74 89.94999695 No MI
16419677 63982.68 99.98000336 No MI
16419684 133500 95 No MI
16419698 25000 84.30000305 No MI
16419963 64428.27 95 No MI
16419967 67500 95 No MI
16419969 27748.36 100 No MI
16419978 30718 100 No MI
16388905 25129.99 100 No MI
16388909 56054.52 100 No MI
16388913 77967.29 100 No MI
16388934 258500 100 No MI
16388937 14998.73 100 No MI
16388938 72492.19 100 No MI
16388974 254800 80 No MI
16389007 37893.67 100 No MI
16389011 28992.15 100 No MI
16389017 21300 100 No MI
16389023 69000 100 No MI
16389046 81920.79 94.98999786 No MI
16389054 72589.81 100 No MI
16389057 82756.96 100 No MI
16389059 19400 100 No MI
16389060 30945.78 99.97000122 No MI
16389065 53186.39 100 No MI
16389066 31266.3 95 No MI
16389070 118000 99.98999786 No MI
16389073 32995.23 100 No MI
16389089 58983.59 100 No MI
16389090 21997.63 100 No MI
16389101 23682 100 No MI
16389103 29391.35 89.90000153 No MI
16389106 203000 80 No MI
16389109 24446.9 95 No MI
16389115 13698.61 100 No MI
16389118 63494.45 100 No MI
16389121 22997.52 90 No MI
16389122 71993.89 90 No MI
16389124 27996.07 82.34999847 No MI
16389126 408000 89.29000092 No MI
16389128 42044.1 99.98000336 No MI
16358353 30991.84 95 No MI
16422783 44000 100 No MI
16358343 30991.84 95 No MI
16358327 105756.95 100 No MI
16358306 62991.9 100 No MI
16387400 97287.86 100 No MI
16387416 62981.97 95 No MI
16387425 42949 90 No MI
16387432 13118.05 100 No MI
16387445 31391.5 100 No MI
16387462 85650 89.98000336 No MI
16387472 91829.58 99.66000366 No MI
16387493 28997.06 100 No MI
16387500 34185.66 100 No MI
16387501 20998.59 100 No MI
16387525 97900.44 95 No MI
16387527 107994 100 No MI
16387536 98000 90 No MI
16387538 25494.94 100 No MI
16387541 83876.89 100 No MI
16387543 23997.96 95 No MI
16387553 72519.9 100 No MI
16387559 25046.28 100 No MI
16387561 28996.05 100 No MI
16387600 17996.63 85 No MI
16387601 77491.66 100 No MI
16387604 32469.88 100 No MI
16387609 65984.56 100 No MI
16387616 72493.85 100 No MI
16387075 43188.31 100 No MI
16387076 36551.89 100 No MI
16387078 28247.74 100 No MI
16387084 30847.22 100 No MI
16387090 25997.52 100 No MI
16387347 68983.77 100 No MI
16387349 51500 100 No MI
16387352 75639.7 100 No MI
16387357 116815.49 100 No MI
16387363 60000 99.98000336 No MI
16387388 29982.21 100 No MI
16387100 33996.23 100 No MI
16387121 49630.04 100 No MI
16387148 61014 100 No MI
16387149 71982.32 100 No MI
16387153 54686 88.69999695 No MI
16387192 46276.01 91.83000183 No MI
16387209 52494.35 100 No MI
16387215 70385.18 100 No MI
16387225 27496.95 95 No MI
16387238 74590.97 100 No MI
16387255 36000 100 No MI
16387265 21598 95 No MI
16387279 39386.33 100 No MI
16387281 226952.32 100 No MI
16387287 16796.85 90 No MI
16387290 24692.19 100 No MI
16387291 365805.22 95 No MI
16387292 46761.41 90 No MI
16387299 168850.31 94.98999786 No MI
16387300 18694.8 90 No MI
16387306 62491.97 100 No MI
16387327 57988.16 100 No MI
16387330 61492.55 100 No MI
16405877 111063.51 99.98999786 No MI
16405880 26865.09 100 No MI
16406829 57050 99.98000336 No MI
16406861 29645.96 99.97000122 No MI
16406888 39985.34 93.01999664 No MI
16406893 112491.53 100 No MI
16406921 112490.16 100 No MI
16406925 137487.98 100 No MI
16406936 137487.98 100 No MI
16406941 99990.72 100 No MI
16406985 25496.1 90 No MI
16406993 137529.55 100 No MI
16407004 16992.48 85.94000244 No MI
16407024 98983.93 100 No MI
16407037 134950.55 100 No MI
16407083 74850 94.90000153 No MI
16407113 64491.21 100 No MI
16407202 70000 90 No MI
16407242 76400 94.98000336 No MI
16407294 26200 100 No MI
16407318 42281.29 90 No MI
16407405 17396.83 100 No MI
16419019 70000 90 No MI
16419137 79980.65 100 No MI
16419141 60959.17 100 No MI
16419261 26965.09 100 No MI
16419272 14917.2 100 No MI
16405894 36244.77 100 No MI
16405957 183936.15 100 No MI
16406035 233423.3 95 No MI
16419331 34962.46 100 No MI
16419351 24194.92 89.76000214 No MI
16419408 80845.62 100 No MI
16419413 46173.33 100 No MI
16419586 56090.89 94.98999786 No MI
16419676 119965.66 99.98999786 No MI
16420092 71838.06 100 No MI
16420124 35595.29 100 No MI
16420175 26994.94 100 No MI
16420312 46799 100 No MI
16420348 99990.72 100 No MI
16420565 44168.38 100 No MI
16420694 38997.06 100 No MI
16420732 11248.28 95 No MI
16422537 119966.61 100 No MI
16422553 24794 100 No MI
16422606 39959.44 79.75 No MI
16422615 12997.64 100 No MI
16422633 13297.65 100 No MI
16422637 57989.44 100 No MI
16422701 87956.88 100 No MI
16422769 106676.95 100 No MI
16422805 39000 100 No MI
16422888 29400 89.98999786 No MI
16422891 119911.2 100 No MI
16422962 69879.44 99.98999786 No MI
16422978 82200 100 No MI
16422990 20200 100 No MI
16423010 80779.89 100 No MI
16468086 29679.59 95 No MI
16468199 38997.77 100 No MI
16468246 89960.19 86.66999817 No MI
16468371 40995.32 100 No MI
16468375 28396.02 100 No MI
16468404 17194.19 100 No MI
16468439 42069.59 94.86000061 No MI
16468452 44114 100 No MI
16468474 19489.42 80 No MI
16468631 53000 90 No MI
16468639 92081.21 99.98999786 No MI
16540142 75980.55 100 No MI
16540154 44795.45 99.97000122 No MI
16540220 36297.01 95 No MI
16540233 26595.81 100 No MI
16540330 36250 100 No MI
16540659 249953.17 89.48000336 No MI
16540672 77983.15 100 No MI
16540782 34992.44 100 No MI
16540797 20100 95 No MI
16540841 57956.63 100 No MI
16543897 51390.91 100 No MI
16544156 25289.39 86.98999786 No MI
16545220 56225 95 No MI
16545236 97977.59 100 No MI
16393974 31242.85 95 No MI
16393995 60788.28 100 No MI
16394044 45480.92 100 No MI
16395279 45495.77 100 No MI
16395284 45495.78 85.13999939 No MI
16395320 9998.93 100 No MI
16395375 28963.19 100 No MI
16395399 30996.14 100 No MI
16395422 42388.2 100 No MI
16395466 47994.68 100 No MI
16395505 125000 100 No MI
16395512 68163.01 100 No MI
16395522 40114.08 100 No MI
16395612 36545.47 100 No MI
16395707 43139 90 No MI
16395734 39997.08 99.12999725 No MI
16395777 56250 100 No MI
16395802 61500 100 No MI
16397095 39091.05 99.94999695 No MI
16397110 46494.2 100 No MI
16397162 18394.58 90 No MI
16397182 49580.82 100 No MI
16397222 33184.62 100 No MI
16397298 31500 95 No MI
16397320 51993.12 100 No MI
16397387 90608.22 100 No MI
16397416 59993.14 100 No MI
16397420 24600 95 No MI
16397424 31190.03 100 No MI
16397443 64256 95 No MI
16397497 27100 100 No MI
16400367 55990.38 100 No MI
16400373 133939.12 100 No MI
16400392 59980 100 No MI
16400580 21472.07 100 No MI
16400593 78985.62 100 No MI
16400638 49488.03 90 No MI
16400665 55390.2 96.02999878 No MI
16400703 43993.64 100 No MI
16400737 36996.67 100 No MI
16400762 33497.87 90 No MI
16400799 42000 80.11000061 No MI
16400817 16694.2 100 No MI
16400919 48894.41 90 No MI
16401002 123000 100 No MI
16401006 270000 100 No MI
16401021 54482.58 90 No MI
16401022 61965.34 100 No MI
16401836 27994.12 100 No MI
16401911 59884.67 90 No MI
16401975 28116 90.54000092 No MI
16401997 54390.92 100 No MI
16402151 51234.06 100 No MI
16402171 28995.93 100 No MI
16404530 112444.79 100 No MI
16404549 55574.52 100 No MI
16404553 28994.72 100 No MI
16405332 114982.39 100 No MI
16405338 32000 100 No MI
16405374 43486.09 100 No MI
16405443 70692.76 91.30999756 No MI
16405472 107975.3 100 No MI
16405531 115000 90 No MI
16402194 27000 90 No MI
16402260 32586.69 100 No MI
16402312 27995.04 100 No MI
16402354 67639.33 95 No MI
16402389 14200 89.94000244 No MI
16402398 25097.74 100 No MI
16402434 25094.26 88.95999908 No MI
16402565 28194.87 95 No MI
16402804 41692.84 94.98000336 No MI
16402829 58392.49 90 No MI
16404009 71986.12 100 No MI
16404081 71693.73 100 No MI
16404088 54233.6 100 No MI
16404187 18996.23 89.69000244 No MI
16405537 71286.28 100 No MI
16405634 51241.19 100 No MI
16405658 40993.35 100 No MI
16405670 58486.59 90 No MI
16405688 20696.12 88.70999908 No MI
16405757 73473.79 95 No MI
16405765 37470.78 88.04000092 No MI
16405766 84980.01 90 No MI
16405822 11996.47 86.52999878 No MI
16405857 24994.45 89.69999695 No MI
16405862 78750 95 No MI
16404293 81745.59 100 No MI
16404324 21696.48 100 No MI
16393641 40000 85.70999908 No MI
16393662 32994.95 100 No MI
16393837 30781.79 100 No MI
16393896 27892.45 95 No MI
16392709 32222.8 100 No MI
16392716 44996.51 90 No MI
16392826 100000 100 No MI
16392548 80988.96 100 No MI
16392560 92500 90 No MI
16392492 77115.4 100 No MI
16392500 138868.24 99.98000336 No MI
16392506 34537 100 No MI
16392367 69750 93.58999634 No MI
16390380 149759.46 100 No MI
16390385 55996.38 83.91000366 No MI
16390421 54593.95 100 No MI
16390440 98980.91 79.37999725 No MI
16390474 29996.86 100 No MI
16390484 235000 100 No MI
16390489 106239.84 100 No MI
16390490 265800 89.98999786 No MI
16390277 16794.01 100 No MI
16390282 16394.15 100 No MI
16389486 18495.88 89.94999695 No MI
16389540 22243.45 95 No MI
16389563 9996.34 90.40000153 No MI
16389599 87200 100 No MI
16389971 53492.49 100 No MI
16390046 26114.56 100 No MI
16390052 43486.86 95 No MI
16390059 26992.06 100 No MI
16390081 26243.65 95 No MI
16390089 31982.97 93.05999756 No MI
16390170 40950 95 No MI
16390172 38184.4 90 No MI
16390253 194961.67 100 No MI
16390258 17993.58 100 No MI
16390270 17993.58 100 No MI
16388754 32794.19 100 No MI
16388862 27790.87 100 No MI
16388914 58022.01 100 No MI
16388984 55204.83 100 No MI
16389050 39122.55 100 No MI
16389062 43195.87 100 No MI
16389104 25397.77 100 No MI
16389136 37982.74 100 No MI
16389292 95702.86 100 No MI
16389306 22497.97 100 No MI
16389413 239949.6 97.95999908 No MI
16389420 31188.75 100 No MI
16389429 20998.77 90 No MI
16387636 88985.98 100 No MI
16384468 65989.9 100 No MI
16384544 50870.55 100 No MI
16387059 31853.36 100 No MI
16387172 119967.52 100 No MI
16387176 30994.52 100 No MI
16387311 26794.53 100 No MI
16387321 70000 80 No MI
16387378 33977.73 95 No MI
16387384 59477.6 90 No MI
16387502 17392.77 89.95999908 No MI
16387505 127859.93 100 No MI
16387579 72972.52 100 No MI
16384325 57000 100 No MI
16384332 32500 90 No MI
16384347 48520.22 100 No MI
16384365 52481.28 90 No MI
16383259 38001.08 100 No MI
16384132 91805.26 100 No MI
16384163 43736.02 75 No MI
16384236 119971.77 100 No MI
16384252 87120.58 99.98999786 No MI
16383191 46488.43 90 No MI
16383198 47980.93 95 No MI
16378422 45834.59 100 No MI
16378440 103372.79 99.98000336 No MI
16378459 27696.38 95 No MI
16378572 45195.42 100 No MI
16378621 31494.81 100 No MI
16378630 29194.53 95 No MI
16382727 17831.75 95 No MI
16382741 22950 80 No MI
16382766 31495.83 100 No MI
16382771 12748.59 99.91999817 No MI
16382800 39993.51 100 No MI
16382819 25261.77 100 No MI
16382955 9995.4 90 No MI
16382986 22584.9 95 No MI
16382993 22997.87 95 No MI
16383053 34959.26 100 No MI
16383056 43519.26 100 No MI
16383102 26243.47 80 No MI
16383127 25993.53 80 No MI
16383177 28380 100 No MI
16378369 90969.28 100 No MI
16376144 29547.08 95 No MI
16376151 27980 100 No MI
16376239 27746.43 95 No MI
16376245 18996.54 100 No MI
16376317 77380 100 No MI
16376319 95959.26 100 No MI
16376367 19997.02 100 No MI
16376975 41982.38 100 No MI
16377005 337422.83 100 No MI
16377502 52646 95 No MI
16377561 57989.44 99.31999969 No MI
16378088 105584.3 100 No MI
16378166 20748.02 100 No MI
16378307 47387.76 100 No MI
16376072 31485 90 No MI
16375884 46488.1 90 No MI
16375985 38079.02 100 No MI
16376016 56678.46 100 No MI
16376031 192419.28 80 No MI
16376047 31860.36 100 No MI
16374987 33483.95 90 No MI
16375024 40387.44 100 No MI
16375176 59000 100 No MI
16358123 28976.86 86.51999664 No MI
16358166 353523.59 95 No MI
16358224 21991.94 85.83000183 No MI
16358252 86507.77 100 No MI
16358322 47791.1 95 No MI
16358444 89074.51 95 No MI
16358457 23032.1 99.98000336 No MI
16358997 56194.3 100 No MI
16358940 35690.61 95 No MI
16358942 99969.19 100 No MI
16359107 27730.12 95 No MI
16359114 71996 100 No MI
16359134 86698.71 99.98000336 No MI
16359139 29540.62 99.95999908 No MI
16359140 89946.77 100 No MI
16359149 66000 100 No MI
16359157 18995.36 100 No MI
16359180 34367.1 100 No MI
16359223 64969.25 100 No MI
16359258 67167.31 99.83999634 No MI
16359269 36691.6 100 No MI
16359272 45736.7 95 No MI
16359285 21900 90 No MI
16359310 44441.44 94.98000336 No MI
16359325 27794.8 100 No MI
16359344 50970.65 100 No MI
16359355 34263.6 100 No MI
16359360 24996.19 95 No MI
16358949 38381.32 100 No MI
16359382 29984.56 100 No MI
16359383 95141.18 99.98999786 No MI
16359406 44734.66 100 No MI
16359411 109947.97 100 No MI
16359424 74956.87 100 No MI
16359443 32469.1 100 No MI
16359797 53080.27 100 No MI
16359908 44980.62 100 No MI
16359975 27997.32 100 No MI
16360047 18396.86 100 No MI
16360070 24997.75 100 No MI
16360091 21599.29 100 No MI
16360159 71933.83 100 No MI
16360890 31487.78 100 No MI
16360903 29996.26 95 No MI
16360954 29865.4 90 No MI
16361061 28660 99.93000031 No MI
16361291 53850 95 No MI
16361333 31694.86 100 No MI
16361350 14397.79 100 No MI
16361422 62336.53 100 No MI
16361514 92495.59 100 No MI
16361516 91745.62 100 No MI
16361545 76500 94.62999725 No MI
16361562 138961.32 90 No MI
16365528 40409.13 100 No MI
16365531 79928.79 100 No MI
16365564 44241.98 100 No MI
16365579 78992.89 100 No MI
16365624 45991.9 95 No MI
16365722 38968.75 95 No MI
16365819 56228.14 100 No MI
16365822 40852.86 100 No MI
16365960 93671.14 99.98999786 No MI
16366000 55458.02 90 No MI
16366016 32979.94 100 No MI
16366022 41794.78 100 No MI
16366030 26396.6 100 No MI
16366042 30995.45 100 No MI
16366071 60441.11 95 No MI
16366074 73400 94.86000061 No MI
16366100 24504.8 100 No MI
16366102 33791.35 100 No MI
16366103 52485.79 100 No MI
16366113 28993.81 100 No MI
16366114 18402.38 95 No MI
16366176 18487.79 99.94999695 No MI
16366245 9993.44 86.20999908 No MI
16366266 22997.44 100 No MI
16366273 89294.17 99.98999786 No MI
16366279 27196.8 100 No MI
16366305 46466 100 No MI
16366343 109976.14 100 No MI
16366394 33508 85.54000092 No MI
16368010 36215.06 100 No MI
16368135 32579.06 100 No MI
16368149 47720.41 100 No MI
16368172 25996.85 100 No MI
16368214 46784.63 100 No MI
16368228 31629.8 95 No MI
16368281 16994.45 100 No MI
16368347 16996.92 100 No MI
16368415 39788.92 100 No MI
16368495 49186.46 100 No MI
16368537 57994.11 100 No MI
16371870 74160 100 No MI
16372070 17263.03 90 No MI
16372142 162992.87 99.97000122 No MI
16372175 55978.24 100 No MI
16372194 55491.51 100 No MI
16372196 47473.42 90.83999634 No MI
16372204 72261 100 No MI
16372245 70509.37 100 No MI
16372377 81376.71 99.97000122 No MI
16374833 78295.35 100 No MI
16374898 52492.04 100 No MI
16374904 53097.69 100 No MI
16374952 216000 100 No MI
16374961 26722.73 100 No MI
16349691 122952.3 90 No MI
16349801 48737.02 100 No MI
16358757 76924.72 90 No MI
16348181 111225.88 100 No MI
16348221 149914.7 97.73999786 No MI
16348250 64996.39 100 No MI
16349456 100250.35 100 No MI
16349470 41586.42 100 No MI
16349564 16491.03 100 No MI
16342153 23586.79 100 No MI
16342243 70490.81 100 No MI
16342300 74986.73 100 No MI
16342495 23914.51 90 No MI
16346435 155962.26 100 No MI
16347588 32488.76 100 No MI
16347598 58680.85 100 No MI
16347641 34988.81 100 No MI
16347694 18149.03 100 No MI
16347712 72073.6 100 No MI
16347785 74411.81 100 No MI
16347813 162000 100 No MI
16347930 16097.15 95 No MI
16344010 49690.69 100 No MI
16344120 75375.9 100 No MI
16344190 97475.5 100 No MI
16344221 41670.8 90 No MI
16344245 62130.39 100 No MI
16344264 64981.1 100 No MI
16344276 102600 85.5 No MI
16344309 52983.68 100 No MI
16344320 30000 87.5 No MI
16344357 32539.31 100 No MI
16344385 8697.88 87 No MI
16344532 24987.84 100 No MI
16348032 149962.5 94.81999969 No MI
16345984 77895.7 100 No MI
16346033 60473.73 100 No MI
16346057 22398.51 100 No MI
16346101 27343.18 99.98999786 No MI
16346170 48969.39 100 No MI
16346172 72995.94 100 No MI
16339565 72699.29 94.98999786 No MI
16339513 61940.36 100 No MI
16339540 74036.4 100 No MI
16339562 100625.87 92.23000336 No MI
16335594 30593.74 100 No MI
16335605 63637.01 94.98000336 No MI
16339134 24793.18 90 No MI
16331919 80757.38 100 No MI
16331532 34340 100 No MI
16567631 67982.59 100 No MI
16567668 162500 65 No MI
16567678 25001 86.25 No MI
16567702 61500 88.55999756 No MI
16378554 18346.15 89.08000183 No MI
16378555 70807.55 100 No MI
16378565 149962.67 99.73000336 No MI
16378566 42244.25 96.66999817 No MI
16382957 21996.11 100 No MI
16382961 33000 100 No MI
16382962 23000 100 No MI
16382971 30992.7 91.91999817 No MI
16382981 14883.66 90 No MI
16382987 43766.99 100 No MI
16382996 50194.43 100 No MI
16383005 58993.45 100 No MI
16383028 27270.07 100 No MI
16383031 41162.41 100 No MI
16383049 52980.58 100 No MI
16383055 53968.07 100 No MI
16383064 10998.5 90 No MI
16383076 33500 90 No MI
16383079 10998.5 90 No MI
16378589 80481.59 90 No MI
16378600 71507.37 100 No MI
16378626 49990.89 100 No MI
16383087 24991.57 95 No MI
16383096 70990.87 100 No MI
16383098 29195.53 100 No MI
16383108 36793.85 100 No MI
16383120 65986.91 100 No MI
16383133 20076.17 94.15000153 No MI
16383135 55815.99 100 No MI
16383136 37945.34 100 No MI
16383139 82539.39 100 No MI
16383141 32098 99.69000244 No MI
16383146 96302 100 No MI
16383153 26993.28 80 No MI
16383160 14997.83 100 No MI
16383161 29743.93 100 No MI
16383162 68943.42 100 No MI
16383172 143961.03 99.98999786 No MI
16383183 78100 100 No MI
16383193 54438.24 100 No MI
16383199 46243.32 95 No MI
16383201 189939.28 100 No MI
16378635 368902.89 95 No MI
16382720 143000 100 No MI
16382735 21432.48 95 No MI
16382745 16598.32 100 No MI
16382749 47964.83 100 No MI
16382752 47964.83 100 No MI
16382754 91235.19 90 No MI
16383210 86790.93 100 No MI
16383239 22986.07 100 No MI
16383257 59241.93 100 No MI
16383264 56945.72 99.5 No MI
16383265 61491.12 100 No MI
16383283 98965.65 100 No MI
16383291 52000 100 No MI
16383294 35000 90 No MI
16383304 28996.05 100 No MI
16383308 46106.16 90 No MI
16383314 40989.79 88.91999817 No MI
16383316 46106.16 90 No MI
16383321 235000 100 No MI
16383328 56988.37 100 No MI
16383329 78665.18 89.31999969 No MI
16383335 53785.02 100 No MI
16383339 83463.06 89.94000244 No MI
16383352 49500 90 No MI
16383949 96526.64 99.98000336 No MI
16383975 95100 98.23999786 No MI
16383984 46495.55 100 No MI
16383986 103972.63 100 No MI
16383997 27743.47 95 No MI
16384013 63389.41 100 No MI
16384021 44989.41 90 No MI
16384026 28289.63 100 No MI
16384030 57982.46 90 No MI
16384040 25046.39 100 No MI
16384063 139973.92 100 No MI
16384096 63990.21 100 No MI
16384098 47375.44 99.98000336 No MI
16384100 17790.75 90 No MI
16384122 77941.6 99.98000336 No MI
16384144 56929.74 99.98000336 No MI
16384177 52500 90 No MI
16384211 67593.23 100 No MI
16384222 16500 100 No MI
16384231 66000 88 No MI
16384260 124187.4 100 No MI
16384265 101957.23 100 No MI
16384271 130430 100 No MI
16384274 98150 100 No MI
16384293 40745.06 100 No MI
16384311 10717.84 100 No MI
16384320 81380.85 99.98000336 No MI
16384322 27000 100 No MI
16384328 99800 99.98000336 No MI
16384334 33594.39 98.25 No MI
16384341 63158.36 100 No MI
16382768 30388.86 100 No MI
16382779 65200 90 No MI
16382791 36394.59 100 No MI
16382807 8899.04 89.91999817 No MI
16382815 16398.44 100 No MI
16384384 65000 90 No MI
16384401 75593.58 100 No MI
16384423 41991.66 98.48000336 No MI
16384424 32995.5 100 No MI
16384432 38087.04 99.48999786 No MI
16384445 85950 99.97000122 No MI
16384455 70189.25 100 No MI
16384466 59800 100 No MI
16384481 60691.73 100 No MI
16384490 50154.52 100 No MI
16384497 27087.9 100 No MI
16384505 24996.17 85.48999786 No MI
16384509 149965.7 90 No MI
16384512 148753.01 100 No MI
16384513 125000 99.83999634 No MI
16384534 68402 95 No MI
16384557 92968.61 100 No MI
16384560 114718.36 95 No MI
16387058 48243.43 100 No MI
16382875 70863.07 100 No MI
16382883 104972.36 95 No MI
16382884 31247.71 95 No MI
16382891 38981.56 90 No MI
16382898 31247.71 95 No MI
16382919 40986.16 90 No MI
16377518 400000 90 No MI
16377519 39094.68 99.97000122 No MI
16377544 78730.41 95 No MI
16377555 66000 90 No MI
16377571 97722.8 93.48000336 No MI
16143385 83000 100 No MI
16143402 54959.28 100 No MI
16378087 21798.46 95 No MI
16378091 57691.67 94.98999786 No MI
16378106 31747.14 100 No MI
16378109 31747.14 100 No MI
16378112 25398.75 100 No MI
16378117 61584.28 100 No MI
16378118 27869.31 100 No MI
16378128 27997.48 100 No MI
16378141 48990.55 100 No MI
16378149 49993.75 88.26000214 No MI
16378197 39086.06 100 No MI
16378265 50992.2 100 No MI
16378270 115282.85 99.98999786 No MI
16378280 61989.03 100 No MI
16378288 37377.01 100 No MI
16378361 36996.67 100 No MI
16378370 54690.05 100 No MI
16378407 43873 100 No MI
16378419 40984.62 100 No MI
16378430 39727.71 99.97000122 No MI
16378435 97491.48 100 No MI
16378449 35794.36 90 No MI
16378461 42518.9 100 No MI
16378467 27790.52 100 No MI
16378468 36996.67 100 No MI
16378470 59736.37 95 No MI
16378489 70000 100 No MI
16378224 31496.99 100 No MI
16378225 31969.77 100 No MI
16378244 20497.92 100 No MI
16378496 51662.32 100 No MI
16378504 78500 99.98000336 No MI
16378511 110485 90 No MI
16378512 41993.57 97.11000061 No MI
16378534 39051.56 95 No MI
16377491 37494.89 100 No MI
16377492 46243.13 95 No MI
16377499 38678.64 95 No MI
16377503 48423 100 No MI
16377506 50990.72 100 No MI
16377401 41196.7 100 No MI
16377412 67991.26 100 No MI
16377413 48291.93 89.94000244 No MI
16377418 78295.78 100 No MI
16377420 46350 95 No MI
16377421 37697.07 99.97000122 No MI
16138869 200000 100 No MI
16377432 43394.09 90 No MI
16377442 55000 90 No MI
16377444 28397.12 100 No MI
16377446 26982.79 90 No MI
16377451 43694.04 100 No MI
16377487 41246.8 100 No MI
16377392 88500 100 No MI
16377091 30996.35 100 No MI
16377097 16597.53 94.94000244 No MI
16377130 38995.13 100 No MI
16377154 16752 95 No MI
16377227 57226 95 No MI
16377230 47148.45 95 No MI
16377240 318690.29 100 No MI
16377254 102464.91 100 No MI
16377260 9146.06 95 No MI
16377265 16578.83 90 No MI
16377267 11248.01 95 No MI
16377288 54895.34 100 No MI
16377294 55672.27 100 No MI
16377326 33363.42 95 No MI
16377329 75130.77 99.98999786 No MI
16377340 25796.88 100 No MI
16377355 39563.4 100 No MI
16377367 41113.85 100 No MI
16377378 52842.37 99.98000336 No MI
16377053 53838.03 95 No MI
16192351 24572.53 100 No MI
16193196 36950.49 100 No MI
16192429 31587.66 100 No MI
16192437 40040 100 No MI
16192595 61979.7 100 No MI
16192630 27797.26 98.58000183 No MI
16192801 29774.16 100 No MI
16377039 24750 80 No MI
16377041 15894.81 100 No MI
16377043 26991.88 100 No MI
16377046 48746.65 99.98000336 No MI
16377050 45607.82 100 No MI
16377006 37955.86 100 No MI
16377008 93736.06 95 No MI
16376321 31990.32 100 No MI
16376331 198983.12 95 No MI
16376332 189964.4 100 No MI
16376333 65990.46 95 No MI
16376334 67360.72 100 No MI
16376352 48971.03 100 No MI
16376355 49496.16 95 No MI
16376358 50981.25 100 No MI
16376360 76293.72 94.98999786 No MI
16376361 32929.09 99.80999756 No MI
16376365 17896.35 100 No MI
16376366 132250 95 No MI
16376370 64000 100 No MI
16376371 14689.77 90 No MI
16376376 35241.23 95.66999817 No MI
16376378 43596.62 100 No MI
16376382 58966.51 100 No MI
16376383 62483.08 100 No MI
16376384 43640 100 No MI
16376385 132974.38 100 No MI
16376387 68871.87 99.98000336 No MI
16376941 39180.2 100 No MI
16376957 29300.31 90 No MI
16376960 68317.56 100 No MI
16376971 34733.95 100 No MI
16376977 43593.88 90 No MI
16376986 7499.45 89.72000122 No MI
16376989 230217.88 99.98999786 No MI
16376990 15985.4 100 No MI
16376309 41300 100 No MI
16376182 16078.78 100 No MI
16376190 124541.06 99.95999908 No MI
16376196 38500 100 No MI
16376197 218919.76 100 No MI
16376202 19996.68 100 No MI
16376205 86176.01 99.98999786 No MI
16376207 9700 90 No MI
16376210 24800 100 No MI
16376211 102000 100 No MI
16376215 34199.56 100 No MI
16376216 26187.96 100 No MI
16376218 26396.98 99.95999908 No MI
16376220 37595.17 100 No MI
16376222 65780.64 100 No MI
16376225 96000 91.55999756 No MI
16376227 69232.27 99.98999786 No MI
16376228 55937.21 99.98000336 No MI
16376234 38488.34 90 No MI
16376243 41395.19 99.98000336 No MI
16376244 45046.51 99.97000122 No MI
16376248 197911.49 100 No MI
16376249 49246.06 94.98999786 No MI
16376251 28193.18 100 No MI
16376252 55040.54 91.97000122 No MI
16376257 113475.47 100 No MI
16376258 33791.58 100 No MI
16376259 62082.23 97.02999878 No MI
16376269 22700 100 No MI
16376285 48338.94 99.98000336 No MI
16376287 27141.56 99.88999939 No MI
16376294 19398.58 100 No MI
16376295 179958.84 100 No MI
16376298 44180 100 No MI
16375925 14447.37 84.98999786 No MI
16375973 199937.82 73.05000305 No MI
16375975 40000 90 No MI
16375993 209792.6 80 No MI
16376002 37696.8 100 No MI
16376012 59982.35 94.62999725 No MI
16376017 69731.12 93 No MI
16376030 32366.87 99.38999939 No MI
16376037 37493.96 100 No MI
16376045 34185.47 100 No MI
16376092 53986.94 90 No MI
16376112 36549.17 100 No MI
16376117 9396.72 84.79000092 No MI
16376128 57643.71 99.66000366 No MI
16376129 32860 100 No MI
16376130 124200 100 No MI
16376132 63382.84 99.98000336 No MI
16376134 72000 98.69999695 No MI
16376135 33761.62 100 No MI
16376136 14998.73 95 No MI
16376137 22996.62 100 No MI
16376140 77340.35 94.98999786 No MI
16376141 39494.61 99.97000122 No MI
16376147 47787.69 100 No MI
16376152 19531.98 90 No MI
16376155 49489.9 99.97000122 No MI
16376157 38762.74 100 No MI
16376158 56065 100 No MI
16376160 48463.51 90.90000153 No MI
16376161 39200 100 No MI
16376162 41084.1 97.01000214 No MI
16376166 27745.09 95 No MI
16376171 117971.45 100 No MI
16376172 13803.05 100 No MI
16376176 239982.47 95.30999756 No MI
16376180 53000 100 No MI
16375252 144750 90 No MI
16375829 33690.36 90 No MI
16375831 34731.27 100 No MI
16375837 41591.98 94.98999786 No MI
16375881 15236.7 100 No MI
16375891 28391.41 100 No MI
16372116 70989.44 100 No MI
16372121 48139.89 99.98000336 No MI
16372135 88665.23 100 No MI
16375076 199941.17 98.18000031 No MI
16375079 34245.6 100 No MI
16375106 29969.22 94.98999786 No MI
16372184 49000 100 No MI
16372213 59390.9 100 No MI
16372229 36941.79 94.98999786 No MI
16372235 67685 100 No MI
16372253 20594.11 95 No MI
16372259 40189.29 100 No MI
16372313 37973.29 100 No MI
16372329 195953.9 100 No MI
16372331 33789.49 100 No MI
16372333 213205.1 95 No MI
16372343 62868.23 99.80000305 No MI
16372344 41998 100 No MI
16372348 28657.08 90 No MI
16372354 17198.45 100 No MI
16372361 40193.85 99.55999756 No MI
16374794 40692.5 90 No MI
16375112 39619 95 No MI
16375118 182941.52 100 No MI
16375127 28398.51 100 No MI
16375154 63750 95 No MI
16374806 44278 100 No MI
16374822 64107.65 100 No MI
16374830 58200 100 No MI
16374838 73750 90 No MI
16374847 43598.05 100 No MI
16374849 58200 100 No MI
16375174 45378 100 No MI
16375213 32616.41 95 No MI
16375233 118740.51 100 No MI
16375249 100000 94.80999756 No MI
16374853 22597.13 90 No MI
16374964 27346.48 100 No MI
16374966 103979.95 100 No MI
16374976 144828.5 100 No MI
16374981 64873.86 100 No MI
16374994 42993.42 95 No MI
16375015 68991.39 100 No MI
16375029 14597.1 100 No MI
16375039 58957.79 100 No MI
16375046 26081.64 95 No MI
16375050 149955.1 100 No MI
16375054 47673.09 100 No MI
16375060 96304.69 100 No MI
16375068 56574.96 100 No MI
16372091 53660.5 100 No MI
16372102 25001.32 100 No MI
16192147 28760.02 100 No MI
16192225 79711.92 100 No MI
16192228 79711.92 100 No MI
16192004 81592.28 100 No MI
16567413 66000 90 No MI
16567470 91100 99.97000122 No MI
16567479 85600 100 No MI
16567490 29500 90 No MI
16567491 88000 99.88999939 No MI
16567499 48641.39 95 No MI
16567520 47491.59 100 No MI
16567526 12394.36 100 No MI
16567340 27787.04 97.54000092 No MI
16567365 42742.43 94.98999786 No MI
16567373 16950 94.97000122 No MI
16567376 42000 100 No MI
16567378 43000 100 No MI
16567379 38100 100 No MI
16567394 56800 89.93000031 No MI
16564750 98250 95 No MI
16564766 29535 95 No MI
16564768 29385 95 No MI
16564774 18986.83 100 No MI
16564687 135000 100 No MI
16564717 46000 100 No MI
16564789 13000 100 No MI
16564806 52583.19 100 No MI
16564861 15585 95 No MI
16564862 24746.43 95 No MI
16564873 70469.89 95 No MI
16564963 90800 99.97000122 No MI
16564968 91200 99.98000336 No MI
16564983 72532 100 No MI
16564989 143000 99.83000183 No MI
16367953 93400 100 No MI
16564642 24500 90 No MI
16567604 38176 99.94000244 No MI
16567605 15897.02 100 No MI
16567629 113777.17 95 No MI
16376271 60000 100 No MI
16564578 16000 100 No MI
16564429 119104.08 89.41000366 No MI
16564484 63800 90 No MI
16564504 57000 90 No MI
16564516 65250 95 No MI
16564520 31500 80 No MI
16564559 343353 94.97000122 No MI
16564576 48000 100 No MI
16564398 67650 95 No MI
16564407 39191.77 100 No MI
16564409 38471.75 90 No MI
16564410 77963.11 95 No MI
16564411 41176.95 90 No MI
16564412 25782.11 90 No MI
16564417 140032.91 100 No MI
16564419 60106.48 100 No MI
16567332 123973.21 100 No MI
16567345 25045.44 95 No MI
16567392 25095.3 100 No MI
16564403 25595.07 100 No MI
16564425 18987.19 90 No MI
16564513 74900 90 No MI
16564534 25592.68 100 No MI
16563230 29494.63 100 No MI
16563231 30741.91 95 No MI
16563233 42791.99 100 No MI
16563273 29992.53 100 No MI
16563276 133000 100 No MI
16563287 70980.25 95 No MI
16563300 57486.48 90 No MI
16563203 48740.6 95 No MI
16563209 46000 100 No MI
16563213 39742.76 95 No MI
16563219 44987.12 100 No MI
16563220 30000 100 No MI
16563223 66972.85 100 No MI
16562673 16297.11 100 No MI
16562678 77200 100 No MI
16562684 85000 80 No MI
16562721 44400 100 No MI
16562728 22768.97 95 No MI
16562734 10098.16 95 No MI
16562737 10098.16 95 No MI
16562741 10098.16 95 No MI
16562750 10098.16 95 No MI
16562756 25464.17 95 No MI
16562758 74450 99.98999786 No MI
16562760 32994.17 100 No MI
16562765 14977.35 100 No MI
16562858 30000 77.41999817 No MI
16562921 133250 99.87999725 No MI
16562937 117000 90 No MI
16563008 74900 90 No MI
16563054 48769.95 100 No MI
16563059 49400 100 No MI
16563095 18900 100 No MI
16563112 35180 100 No MI
16563115 29594.3 100 No MI
16563118 86250 95 No MI
16563119 50000 100 No MI
16563133 44281.94 100 No MI
16563139 27833.35 100 No MI
16563154 41994.91 100 No MI
16563161 56500 90 No MI
16563162 9995.46 95 No MI
16563180 87950 94.98999786 No MI
16568975 116000 100 No MI
16562584 13397.56 94.97000122 No MI
16562589 12947.64 94.97000122 No MI
16562591 33000 100 No MI
16562593 12047.8 94.97000122 No MI
16562594 32500 100 No MI
16562597 40492.63 95 No MI
16562620 40242.67 99.98000336 No MI
16562557 99800 100 No MI
16562578 119980 100 No MI
16562470 331250 100 No MI
16562493 50800 94.98000336 No MI
16562505 72000 100 No MI
16562520 13498.46 90 No MI
16562522 16272 100 No MI
16549943 94983.68 100 No MI
16549946 42995.5 100 No MI
16549951 22546.12 95 No MI
16549952 37185.99 100 No MI
16549959 88623.27 99.98999786 No MI
16549961 24820.74 95 No MI
16549963 95200 100 No MI
16549965 75973.63 100 No MI
16549972 22632.11 95 No MI
16549979 31974.5 100 No MI
16549983 51800 95 No MI
16549986 66976.76 99.70999908 No MI
16549994 37494.58 100 No MI
16549998 42032.49 100 No MI
16550000 57286.52 99.97000122 No MI
16550006 119963.71 100 No MI
16550013 80947.46 100 No MI
16550018 14397.92 95 No MI
16550024 122800 100 No MI
16550030 34988.19 100 No MI
16550032 67944.24 92.01999664 No MI
16550036 42000 90 No MI
16550045 79965.54 100 No MI
16550070 49170.91 90 No MI
16550075 89960.19 90 No MI
16550080 18100 88.16999817 No MI
16550099 11000 83.26000214 No MI
16551533 49388.37 100 No MI
16551545 112833.61 100 No MI
16551573 85000 90 No MI
16551578 93977.89 90 No MI
16551586 25001 90 No MI
16551606 33000 100 No MI
16551629 95600 100 No MI
16551635 59980.83 100 No MI
16551641 35700 100 No MI
16551661 42991.95 100 No MI
16551664 49800 94.97000122 No MI
16551668 45388.05 100 No MI
16551673 41000 100 No MI
16551695 23400 90 No MI
16551697 36450 90 No MI
16551710 40915 100 No MI
16551727 40097 100 No MI
16551757 10500 95 No MI
16551761 21500 90 No MI
16551762 15300 100 No MI
16551775 15997.55 100 No MI
16551782 156000 100 No MI
16551796 58000 100 No MI
16551797 69000 100 No MI
16551827 46350 99.98000336 No MI
16551839 38120 100 No MI
16551844 115000 100 No MI
16551881 39700 91.12000275 No MI
16551925 26150 99.95999908 No MI
16551943 238750 100 No MI
16551969 31995.38 100 No MI
16549907 28846.07 99.97000122 No MI
16549909 46500 95 No MI
16549913 39000 100 No MI
16549914 66724.87 99.98999786 No MI
16549920 13400 100 No MI
16549924 41587.42 100 No MI
16552031 39986.12 100 No MI
16552038 28495.1 95 No MI
16552065 23868.86 100 No MI
16552073 34971.29 90 No MI
16552126 38928 100 No MI
16562323 53000 100 No MI
16562364 98989.02 100 No MI
16562370 45000 90 No MI
16562386 56000 100 No MI
16562449 49843.91 100 No MI
16549878 58630.73 99.98000336 No MI
16549860 47213 95 No MI
16549872 73936.15 99.98000336 No MI
16549601 56990.21 100 No MI
16549604 103116.12 99.98000336 No MI
16549615 20574.43 100 No MI
16549621 34245.06 100 No MI
16549622 107364.72 95 No MI
16549630 33395.73 100 No MI
16549632 79100 94.98000336 No MI
16549633 12493.92 100 No MI
16549646 33334.74 100 No MI
16549647 71975.69 100 No MI
16549654 33030.8 100 No MI
16549661 48971.58 100 No MI
16549667 139954.01 100 No MI
16549672 46000 100 No MI
16549675 17250 100 No MI
16549676 12077.8 100 No MI
16549680 69989.59 100 No MI
16549682 72732.89 99.98000336 No MI
16549683 38467.79 100 No MI
16549692 17993.92 100 No MI
16549693 43993.46 100 No MI
16549697 79124 99.98000336 No MI
16549704 113219.35 99.98999786 No MI
16549708 60430.13 99.98000336 No MI
16549710 99923.69 94.66000366 No MI
16549724 26000 100 No MI
16549739 111200 100 No MI
16549743 55000 100 No MI
16549747 17696.78 100 No MI
16549756 59540.34 100 No MI
16549764 71000 100 No MI
16549772 37050 95 No MI
16549789 91830.71 94.98999786 No MI
16549801 70841.91 94.98999786 No MI
16549804 19900 90 No MI
16549829 90866.33 99.98999786 No MI
16549833 49995.63 100 No MI
16549452 91989.17 100 No MI
16549468 32237.19 93.69000244 No MI
16549477 26000 84.94999695 No MI
16549480 34593.7 100 No MI
16549481 68150 100 No MI
16549493 14597.41 100 No MI
16549494 20400 95 No MI
16549507 30646.89 100 No MI
16549514 30444.46 95 No MI
16549539 159000 100 No MI
16549547 14797.31 100 No MI
16549550 63388.78 100 No MI
16549553 25041.99 95 No MI
16549558 99381.37 100 No MI
16549590 34994.94 100 No MI
16330177 45338.87 100 No MI
16546270 29500 90 No MI
16546281 37000 90 No MI
16546295 26250 99.98000336 No MI
16546296 129900 100 No MI
16330323 37600 99.95999908 No MI
16331347 44407 95 No MI
16331378 46710 90 No MI
16546356 22500 95 No MI
16546369 49991.41 100 No MI
16546372 55250 100 No MI
16546388 41972 100 No MI
16546402 41250 95 No MI
16546423 46400 100 No MI
16331523 43618.55 100 No MI
16546482 78987.18 99.93000031 No MI
16546483 114600 98.59999847 No MI
16546485 88989.84 99.98000336 No MI
16546488 78990.97 99.94000244 No MI
16331573 58029.65 100 No MI
16546492 73592.08 100 No MI
16546536 52475 100 No MI
16546551 40350 95 No MI
16331615 38981.56 90 No MI
16545486 65000 94.44000244 No MI
16545508 238000 100 No MI
16549350 53384.93 100 No MI
16549389 61076.02 100 No MI
16549395 32992.24 100 No MI
16546025 54000 100 No MI
16546026 87035 100 No MI
16546053 76100 99.95999908 No MI
16546083 200000 100 No MI
16546168 25096.16 100 No MI
16546181 23000 100 No MI
16549398 40402.66 90 No MI
16549403 327431.05 90 No MI
16549408 58650 99.98000336 No MI
16549427 117420.77 100 No MI
16546214 35000 100 No MI
16546218 50500 90 No MI
16546224 56250 80 No MI
16546228 41237.18 80 No MI
16545425 67000 100 No MI
16545431 88500 90 No MI
16545450 157000 100 No MI
16545453 142931.5 100 No MI
16545479 21000 85 No MI
16545354 40242.67 99.98000336 No MI
16545355 37400 100 No MI
16545417 76500 94.98999786 No MI
16330042 19996.56 100 No MI
16330099 23996.92 100 No MI
16330170 36537.4 100 No MI
16329865 25045.94 90 No MI
16326935 99000 95 No MI
16329681 15394.35 100 No MI
16329951 444000 100 No MI
16329973 57275.97 99.98000336 No MI
16220586 31723.12 100 No MI
16220704 39178.96 100 No MI
16220712 63166.06 100 No MI
16224543 25495.49 95 No MI
16225877 59988.1 95 No MI
16225881 58738.34 95 No MI
16226269 105000 98.22000122 No MI
16326896 37987.6 100 No MI
16326921 43061.41 100 No MI
16210141 23500 90 No MI
16326867 68964.5 79.62000275 No MI
16326876 64977.52 100 No MI
16206446 40000 84.70999908 No MI
16360748 58184.24 100 No MI
16360755 13948.14 95 No MI
16360833 53587.03 100 No MI
16365347 142967.3 100 No MI
16365386 65000 100 No MI
16365388 24193.44 100 No MI
16365437 75987.66 100 No MI
16365446 124563.34 100 No MI
16365471 51314.59 90 No MI
16365502 34639.8 95 No MI
16367795 117968.95 100 No MI
16367814 45980 100 No MI
16367849 93982.89 100 No MI
16367949 144000 100 No MI
16371611 117857.18 100 No MI
16371729 58981.14 100 No MI
16374640 60000 100 No MI
16374668 31992.88 90 No MI
16376443 114950.46 98.38999939 No MI
16376410 85973.99 100 No MI
16376486 59988.09 89.55000305 No MI
16376508 121968.77 100 No MI
16376523 95800 100 No MI
16376854 34370.7 95 No MI
16376781 111168.18 95 No MI
16378034 19948.4 95 No MI
16382597 54179.03 100 No MI
16382525 69782.63 90 No MI
16382631 56990.75 100 No MI
16382674 27994.9 84.58000183 No MI
16383896 45387.36 100 No MI
16383917 73978 100 No MI
16386839 151556.62 100 No MI
16387019 78975.43 100 No MI
16388530 41992.98 100 No MI
16388534 102977.1 100 No MI
16388629 168000 100 No MI
16343573 74973.25 100 No MI
16343691 102400 100 No MI
16389772 84900 99.98999786 No MI
16389776 92956.62 100 No MI
16389926 32500 90 No MI
16392933 107000 98.16999817 No MI
16392967 78174.31 100 No MI
16345652 189942.54 100 No MI
16345662 63000 100 No MI
16345691 30893.51 100 No MI
16345618 57813.35 90 No MI
16347145 86300 100 No MI
16347232 82300 100 No MI
16347245 62250 95 No MI
16347261 65478.48 85.73000336 No MI
16347336 124400 100 No MI
16349136 102982.3 100 No MI
16349150 32995.49 95 No MI
16357698 192531.17 95 No MI
16394495 13796.26 95 No MI
16395080 119973.32 100 No MI
16395185 174958.83 100 No MI
16395063 82000 100 No MI
16400291 49973 100 No MI
16357703 92377.65 99.95999908 No MI
16357816 205000 95 No MI
16357732 75981.61 100 No MI
16359503 142000 90 No MI
16359641 250000 75.87000275 No MI
16359526 112367.76 100 No MI
16359654 100578.26 100 No MI
16359714 37588.93 94.98000336 No MI
16359727 59751.36 100 No MI
16359736 102480 94 No MI
16359773 43793.48 100 No MI
16400343 73800 100 No MI
16360676 97458.01 90 No MI
16206807 89151 95 No MI
16305839 52000 100 No MI
16305723 108774.41 40 No MI
16305727 115958.63 100 No MI
16305739 84969.63 100 No MI
16305951 78500 100 No MI
16316412 83232.01 90 No MI
16316540 187945.36 96.86000061 No MI
16318806 161356.31 100 No MI
16318826 24994.44 90 No MI
16318834 52000 100 No MI
16318838 43635.26 90 No MI
16318997 105000 100 No MI
16321649 84981.63 100 No MI
16321675 121000 100 No MI
16321700 99977.77 100 No MI
16321709 71979.39 90 No MI
16321802 179748.55 100 No MI
16321008 56977.95 100 No MI
16323790 36188.05 100 No MI
16323815 91600 100 No MI
16327119 40000 100 No MI
16329544 55600 100 No MI
16329583 26995.86 100 No MI
16331169 47787.77 100 No MI
16331267 92222.86 95 No MI
16335861 33784.23 89.98999786 No MI
16339910 37979.24 80 No MI
16339999 24196.07 86.73999786 No MI
16342627 79769.13 100 No MI
16342607 80961.7 100 No MI
16342755 34989.69 90 No MI
16342756 110980 100 No MI
16342788 80700 90 No MI
16342797 269932.81 90 No MI
16368471 29711.84 100 No MI
16378289 28952.19 89.98000336 No MI
16392364 34988.19 90 No MI
16395377 30490.25 90 No MI
16420696 22798.43 90 No MI
16468573 40000 90 No MI
16540156 44948.07 95 No MI
16400832 87992.3 100 No MI
16404301 54179.04 90 No MI
16201208 25093.93 90 No MI
16199430 43004.56 95 No MI
16186603 49955.96 100 No MI
16186962 25489.3 90 No MI
16146896 34484.73 95 No MI
16146883 63563.85 100 No MI
16165554 59295.46 100 No MI
16139160 45000 100 No MI
16139382 71898.5 100 No MI
16142126 19088.09 100 No MI
16102373 196816.83 88.16999817 No MI
LOAN_ID NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP GROUP_ID
-------------------------------------------------------------------------------------------------------------------------------------
16389965 15.5 G01
16389969 12.875 G01
16293287 11.375 G01
16293294 13.5 G01
16293296 11.5 G01
16293376 14.5 G01
16293382 11.75 G01
16293392 17 G01
16293393 12.5 G01
16293395 17 G01
16293404 16 G01
16293410 16.875 G01
16293412 15.875 G01
16293414 12.25 G01
16293418 14.875 G01
16293432 11.5 G01
16293439 12 G01
16293443 14 G01
16293457 11.5 G01
16293468 13.75 G01
16293483 12.25 G01
16293189 15.375 G01
16293240 12.125 G01
16293247 12.25 G01
16293257 13.375 G01
16293268 14 G01
16293272 13 G01
16291214 12.375 G01
16293105 16.625 G01
16293136 14.375 G01
16293149 14.25 G01
16422759 14.125 G01
16422763 15.875 G01
16422780 15.375 G01
16335179 13.75 G01
16422738 9.875 G01
16422744 11 G01
16422750 13.625 G01
16422697 14.75 G01
16422709 14.5 G01
16422617 13.875 G01
16422620 13.75 G01
16422621 14.5 G01
16422624 13.875 G01
16422628 12.875 G01
16422632 10.125 G01
16422639 13.875 G01
16422645 15.5 G01
16422649 11.5 G01
16422650 14.125 G01
16422653 11.625 G01
16422654 11.375 G01
16422657 9.5 G01
16422662 14.25 G01
16422666 13.75 G01
16422668 10.5 G01
16422682 14.5 G01
16419622 16.625 G01
16419624 11.375 G01
16419625 12.25 G01
16419592 14.125 G01
16419603 15.875 G01
16419605 11.5 G01
16419607 16.625 G01
16419616 16.625 G01
16419568 13.75 G01
16419571 14.375 G01
16419574 14.5 G01
16419575 15 G01
16419577 12.75 G01
16419579 15 G01
16419583 15.875 G01
16419584 15.25 G01
16419537 13.75 G01
16419538 8.875 G01
16419547 14.875 G01
16419552 9.375 G01
16419558 10.75 G01
16419563 10.75 G01
16419522 11.125 G01
16419507 12.125 G01
16419510 12.625 G01
16419511 17.25 G01
16186852 12.75 G01
16599340 14 G01
16599579 12 G01
16407276 11.375 G01
16406817 16.5 G01
16422702 12.875 G01
16422937 15.75 G01
16397449 15.25 G01
16382990 13.5 G01
16376336 17.75 G01
16322857 13.875 G01
16358044 11.75 G01
16390235 11.625 G01
16420601 17 G01
16407058 11.75 G01
16186689 14.125 G01
16186435 16.75 G01
16186454 13 G01
16186391 11.875 G01
16186075 19.375 G01
16184976 8.375 G01
16184968 8.375 G01
16402684 8.75 G01
16402768 14.875 G01
16404238 15 G01
16376282 13 G01
16375214 11.125 G01
16387116 15.625 G01
16359399 17.375 G01
16420604 13.125 G01
16420606 19.5 G01
16420622 13.75 G01
16420629 15.875 G01
16420631 14.5 G01
16420635 13 G01
16420641 12.75 G01
16420654 17.25 G01
16420658 19.25 G01
16420659 13.125 G01
16420678 15 G01
16420698 12.25 G01
16420737 13.5 G01
16420741 16.75 G01
16420749 16.625 G01
16420755 13.375 G01
16420757 13 G01
16420760 16.625 G01
16420769 11.5 G01
16420770 10.75 G01
16420771 12.125 G01
16420772 13.375 G01
16420776 15.25 G01
16420780 17.25 G01
16420795 11.25 G01
16420801 15.25 G01
16420818 11.375 G01
16420822 15.25 G01
16420824 14.875 G01
16420452 10.5 G01
16420453 13.625 G01
16420454 13.625 G01
16420455 13.625 G01
16420456 13.625 G01
16420461 15.25 G01
16420470 8.75 G01
16420474 14.875 G01
16420476 13 G01
16420480 17.625 G01
16420491 12.125 G01
16420494 15.75 G01
16420501 11.75 G01
16420512 14.375 G01
16420516 14.625 G01
16420517 15.75 G01
16420525 17.5 G01
16420531 17.25 G01
16420539 18 G01
16420541 13.75 G01
16420560 13.25 G01
16420562 11.625 G01
16420568 15.375 G01
16420570 17.375 G01
16420576 17.5 G01
16420351 12.5 G01
16420367 15.75 G01
16420386 14.25 G01
16420390 15.25 G01
16420393 16.625 G01
16420398 14.75 G01
16420399 16.375 G01
16420403 15.75 G01
16420408 15 G01
16420413 16.25 G01
16420416 17.875 G01
16420420 17.875 G01
16420421 17.875 G01
16420424 18.625 G01
16420430 14.375 G01
16420433 14.375 G01
16420195 13 G01
16420199 11.25 G01
16420209 12.75 G01
16420212 10.75 G01
16420219 9.5 G01
16420223 12 G01
16420228 16.375 G01
16420238 16.75 G01
16420265 13.875 G01
16420267 13 G01
16420278 15.875 G01
16420286 14.5 G01
16420289 13.5 G01
16420318 18.5 G01
16420327 12.25 G01
16420346 15.875 G01
16420111 16.25 G01
16420119 16.5 G01
16420127 12 G01
16372014 12.625 G01
16420131 14.625 G01
16420136 13.5 G01
16420145 13.875 G01
16420150 12.625 G01
16420154 11 G01
16420160 14.875 G01
16420170 10.625 G01
16420173 12.25 G01
16372027 15.75 G01
16419987 16.875 G01
16420007 14.875 G01
16420015 16.25 G01
16420033 18.25 G01
16420055 16.625 G01
16420061 16.25 G01
16420088 13.5 G01
16420093 9.875 G01
16420096 11.125 G01
16420101 11.5 G01
16392575 12.125 G01
16392592 10.5 G01
16392597 19.125 G01
16392599 13.75 G01
16392512 11 G01
16392516 15.875 G01
16392517 18.25 G01
16392518 10.875 G01
16392519 11.375 G01
16392520 16.875 G01
16392533 12.625 G01
16392535 9.875 G01
16392547 11.625 G01
16392557 11.75 G01
16392559 17.125 G01
16392563 12.25 G01
16392483 15 G01
16392485 15.5 G01
16392490 16 G01
16392497 9.25 G01
16371975 12 G01
16392428 16.375 G01
16392439 12 G01
16392442 12.5 G01
16392449 15.5 G01
16392458 16.375 G01
16392460 16.625 G01
16392462 16.625 G01
16392463 14.625 G01
16392473 13.75 G01
16392420 12.875 G01
16419484 13.75 G01
16419492 16.625 G01
16331384 13.5 G01
16331391 10.4 G01
16331393 17.25 G01
16329767 13 G01
16230007 13.875 G01
16326930 14.25 G01
16326863 16.25 G01
16326910 14.25 G01
16229990 12.625 G01
16326689 12.5 G01
16326721 12 G01
16326748 11.75 G01
16229975 9.375 G01
16326584 14 G01
16227871 12.375 G01
16358244 12.875 G01
16358248 8.875 G01
16301762 14.375 G01
16544443 9.25 G01
16544447 12 G01
16544450 12 G01
16545041 13.5 G01
16545049 14.25 G01
16545099 14.5 G01
16545101 15.5 G01
16545110 12.25 G01
16545118 10.625 G01
16545130 11.625 G01
16545155 14.875 G01
16545167 12.25 G01
16545211 10 G01
16545213 10.25 G01
16545215 11.25 G01
16545231 11.25 G01
16545240 11.625 G01
16545253 15 G01
16545264 16.375 G01
16545285 13 G01
16545289 11.25 G01
16545300 14.25 G01
16545309 14.25 G01
16545317 17.125 G01
16545335 10.875 G01
16545337 9.5 G01
16545352 12.75 G01
16544256 14.875 G01
16544267 13.5 G01
16544285 12.375 G01
16544296 15.25 G01
16544299 11.25 G01
16544306 15.125 G01
16544307 17.75 G01
16544317 14.5 G01
16544329 11.75 G01
16544330 14.75 G01
16544338 11.25 G01
16544344 13.625 G01
16544345 10.625 G01
16544348 10.375 G01
16544351 13.5 G01
16544352 11.125 G01
16544368 12.375 G01
16544373 14.25 G01
16544386 14.75 G01
16544403 11.75 G01
16390350 10.125 G01
16390357 15.5 G01
16390360 14.125 G01
16390366 10 G01
16390375 10.625 G01
16390383 12 G01
16390387 12.25 G01
16390388 13 G01
16390403 12.25 G01
16390404 14.875 G01
16371921 12.375 G01
16390415 12.125 G01
16390423 15.25 G01
16390433 11.375 G01
16390436 11 G01
16390438 10.75 G01
16390441 11.25 G01
16390442 17.75 G01
16390443 15.25 G01
16390444 13 G01
16390449 12.625 G01
16390460 12.625 G01
16390467 8.25 G01
16390473 11.375 G01
16390476 13.5 G01
16390478 13.25 G01
16390486 14.375 G01
16390491 11.5 G01
16371930 14.375 G01
16390495 12.625 G01
16390503 18 G01
16390506 11.75 G01
16390509 11.625 G01
16390525 12.5 G01
16390526 11 G01
16390540 14.375 G01
16390547 14.625 G01
16392264 18.875 G01
16371931 16.25 G01
16371933 13.875 G01
16392275 11.5 G01
16371935 16 G01
16392303 15.875 G01
16371950 11.875 G01
16371952 15.375 G01
16392315 12 G01
16392318 10.75 G01
16392345 12.875 G01
16392349 18.5 G01
16392352 10.125 G01
16392356 16.375 G01
16392358 10.375 G01
16392374 17.125 G01
16392382 17 G01
16392385 12.625 G01
16392392 17.875 G01
16544172 15.75 G01
16544176 16.75 G01
16544178 9.25 G01
16544181 17.375 G01
16544187 15.25 G01
16544190 16.75 G01
16544216 12.625 G01
16544233 16.375 G01
16544243 10.875 G01
16544244 13.875 G01
16544145 14.75 G01
16544162 14.125 G01
16544098 11.125 G01
16544103 16.5 G01
16544132 12.125 G01
16544067 13 G01
16544082 12.75 G01
16544086 11.125 G01
16544087 13.875 G01
16418967 12.125 G01
16419776 12.875 G01
16419846 14.75 G01
16467901 12.125 G01
16401738 12.625 G01
16401745 15.5 G01
16401627 12.75 G01
16401629 12.125 G01
16401639 12.75 G01
16401764 13.25 G01
16401644 13 G01
16403733 10.125 G01
16403790 15.75 G01
16403798 12.25 G01
16403821 12.625 G01
16403844 13.125 G01
16403753 11.99 G01
16403857 11.875 G01
16418838 11.875 G01
16418841 14.25 G01
16403862 15 G01
16403898 10.125 G01
16418864 12.5 G01
16405169 11.75 G01
16405173 13.25 G01
16405237 13.875 G01
16543892 14.625 G01
16543893 13 G01
16543896 13.125 G01
16543899 14 G01
16543901 14.125 G01
16543925 11.375 G01
16543931 14 G01
16543979 16.625 G01
16543985 11.625 G01
16544004 11.875 G01
16544046 14.875 G01
16544050 12.75 G01
16544062 9.375 G01
16540875 15.5 G01
16540884 11.375 G01
16401691 11.875 G01
16401622 8.25 G01
16401689 12.5 G01
16400137 12.375 G01
16400359 13.125 G01
16392916 9.75 G01
16392919 13 G01
16392931 11.875 G01
16392935 12.125 G01
16392940 12.125 G01
16392943 11.25 G01
16392868 10.375 G01
16392958 9.5 G01
16392959 10.625 G01
16392972 12.75 G01
16392977 13.5 G01
16392979 11.875 G01
16392981 14.125 G01
16392992 14 G01
16392994 11 G01
16394496 11.75 G01
16394500 11.375 G01
16394509 12.5 G01
16394316 7.625 G01
16394514 13 G01
16394517 12.125 G01
16394521 12.25 G01
16394327 11.625 G01
16394329 15 G01
16394305 12.25 G01
16394543 13 G01
16394346 9.25 G01
16394356 12.75 G01
16395029 12.125 G01
16395032 12.75 G01
16400280 13.125 G01
16400315 10.5 G01
16400319 12 G01
16395160 12 G01
16395051 12.75 G01
16395172 11.875 G01
16395180 12 G01
16395183 12 G01
16395188 8.25 G01
16397002 12.625 G01
16397021 11.75 G01
16397036 13.125 G01
16397047 15 G01
16400177 14.75 G01
16400239 11.375 G01
16400108 11.75 G01
16400253 12.75 G01
16400263 10 G01
16400266 12.125 G01
16389877 13 G01
16389885 10.625 G01
16389886 13 G01
16389896 11.625 G01
16389897 11.625 G01
16389775 12.875 G01
16376406 11.625 G01
16376469 12.875 G01
16376473 10.75 G01
16376414 10.25 G01
16376418 12.5 G01
16376504 13.25 G01
16376421 10.625 G01
16376513 12.125 G01
16376521 12.625 G01
16376792 14.875 G01
16376797 11 G01
16376802 12.375 G01
16376803 11 G01
16376806 12.25 G01
16376815 12.75 G01
16376816 13.125 G01
16376820 13 G01
16376828 11.875 G01
16376830 11.875 G01
16376834 11.75 G01
16376838 12.875 G01
16376842 13.125 G01
16376858 10.625 G01
16376860 12.375 G01
16376868 13.875 G01
16376874 14.25 G01
16376885 11.25 G01
16376887 12 G01
16376771 12 G01
16376773 10.875 G01
16376890 11.75 G01
16376898 11.25 G01
16376899 12.875 G01
16376784 9.75 G01
16376906 11.5 G01
16376908 15 G01
16376789 12.375 G01
16377577 12.75 G01
16377579 11.75 G01
16377580 11.875 G01
16377581 12.875 G01
16377940 11.5 G01
16377944 12.75 G01
16377949 12.625 G01
16377961 11.375 G01
16377968 11.5 G01
16377972 13.625 G01
16377977 11.375 G01
16377990 12.125 G01
16378000 12 G01
16378012 12.875 G01
16378015 11.5 G01
16378017 13 G01
16378025 12 G01
16377926 12.25 G01
16378030 13.5 G01
16378042 12.125 G01
16378055 12.5 G01
16382516 11.875 G01
16382519 10.75 G01
16382570 11.125 G01
16382586 13.25 G01
16382523 11.99 G01
16382595 11.375 G01
16382602 13.125 G01
16382607 12.5 G01
16382609 12.75 G01
16382612 12.75 G01
16382615 14 G01
16382616 11.75 G01
16382622 12.125 G01
16382627 14 G01
16382640 11.875 G01
16382538 12.5 G01
16382655 12.75 G01
16382666 13.75 G01
16382669 13.75 G01
16382672 12.375 G01
16382676 12 G01
16382685 12.5 G01
16382688 11.125 G01
16382697 11 G01
16382700 12.625 G01
16382702 11 G01
16382705 11.375 G01
16382709 13.125 G01
16382713 11.25 G01
16383785 12.125 G01
16383735 11.625 G01
16383795 13.125 G01
16383809 14 G01
16383810 11 G01
16383818 10.75 G01
16383819 12 G01
16383828 12 G01
16383746 12.75 G01
16383834 11.875 G01
16383844 11.625 G01
16383847 14.375 G01
16383849 11.5 G01
16383855 11.5 G01
16383754 12.5 G01
16383863 10.625 G01
16383755 13 G01
16383868 9.75 G01
16383870 10.05 G01
16383759 11.625 G01
16383888 12.5 G01
16383765 11.75 G01
16383766 11.875 G01
16383901 12.25 G01
16383905 14 G01
16383912 12 G01
16383914 11.625 G01
16383918 11.375 G01
16383923 9 G01
16383927 13.625 G01
16383932 13.125 G01
16383939 10.875 G01
16383780 12.75 G01
16383945 12.375 G01
16383947 13.625 G01
16386833 12.625 G01
16386888 11.375 G01
16386894 11.25 G01
16386906 12.125 G01
16386846 9.875 G01
16386921 12.875 G01
16386850 12.375 G01
16386927 12.625 G01
16386932 15 G01
16386936 14.5 G01
16386939 13.75 G01
16386943 10.875 G01
16386945 12.125 G01
16386950 15 G01
16386954 15.125 G01
16386859 12 G01
16386970 14.875 G01
16386975 11.5 G01
16386978 12 G01
16386979 12.5 G01
16386984 12.375 G01
16386988 16.875 G01
16386989 12 G01
16386992 11.125 G01
16387003 14 G01
16387013 12.125 G01
16387015 11 G01
16387017 11.875 G01
16386875 12.25 G01
16387024 13 G01
16387035 13.625 G01
16387037 11.625 G01
16389927 12 G01
16389789 12 G01
16389931 12.125 G01
16389933 9.75 G01
16389936 10.5 G01
16389939 12 G01
16389944 11 G01
16392895 11.625 G01
16392900 12.125 G01
16388540 12.375 G01
16388558 10.75 G01
16388572 13.75 G01
16388573 11.875 G01
16388581 10.125 G01
16388598 11.875 G01
16388611 9.625 G01
16388621 11.875 G01
16388501 12.25 G01
16388503 12.875 G01
16388514 11.5 G01
16388658 11.5 G01
16388515 11.375 G01
16388670 11.875 G01
16388671 12.375 G01
16389746 11.75 G01
16389808 11.875 G01
16389814 12.875 G01
16389815 15 G01
16389822 13.875 G01
16389841 11 G01
16389842 11.375 G01
16389757 8.625 G01
16389853 11.25 G01
16389764 12.75 G01
16389870 12.375 G01
16389873 11.5 G01
16376440 12.875 G01
16376445 11.875 G01
16376456 13.875 G01
16376460 14.5 G01
16374734 12 G01
16376392 11.5 G01
16376435 12.375 G01
16371694 11.875 G01
16371699 11.75 G01
16371705 12.125 G01
16371720 9.5 G01
16371726 13.25 G01
16371730 15.125 G01
16371736 12.5 G01
16371741 12.875 G01
16371752 11.75 G01
16371631 12.25 G01
16371767 13.25 G01
16371771 11.5 G01
16371782 11.5 G01
16374630 14.375 G01
16374637 8.375 G01
16374644 13.125 G01
16374599 11.5 G01
16374656 15.5 G01
16365400 11.375 G01
16365401 12.75 G01
16365319 12.375 G01
16365411 12 G01
16365412 12.25 G01
16365413 13.125 G01
16365320 12 G01
16365423 11.625 G01
16365438 11.375 G01
16374674 12.125 G01
16374702 11.875 G01
16374703 12.625 G01
16374710 10.5 G01
16374712 9 G01
16374618 12.75 G01
16374717 13 G01
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16404537 14.125 G01
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16404542 15 G01
16405651 13.25 G01
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16397410 18 G01
16397417 11.5 G01
16397428 16 G01
16397468 11.125 G01
16397472 12.875 G01
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16405670 12.99 G01
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16390277 11 G01
16390282 11 G01
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16390258 11 G01
16390270 11 G01
16388754 14.125 G01
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16387502 18 G01
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16387579 10.75 G01
16384325 14.5 G01
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16383259 14 G01
16384132 11 G01
16384163 11.5 G01
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16382986 16.875 G01
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16383102 12.625 G01
16383127 12.625 G01
16383177 12 G01
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16376317 12.625 G01
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16375985 9 G01
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16358940 12.375 G01
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16359114 19 G01
16359134 11.875 G01
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16359180 12.375 G01
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16359269 13 G01
16359272 15 G01
16359285 12.25 G01
16359310 16.75 G01
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16359355 16.875 G01
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16358949 12.75 G01
16359382 12.5 G01
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16359411 12.875 G01
16359424 12 G01
16359443 17 G01
16359797 10.25 G01
16359908 10.125 G01
16359975 16.75 G01
16360047 17.25 G01
16360070 17 G01
16360091 21.125 G01
16360159 11.875 G01
16360890 13.75 G01
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16361061 15 G01
16361291 12.25 G01
16361333 14.5 G01
16361350 14.75 G01
16361422 13.25 G01
16361514 19.625 G01
16361516 19.625 G01
16361545 12.125 G01
16361562 12.125 G01
16365528 8.625 G01
16365531 10.125 G01
16365564 17 G01
16365579 17 G01
16365624 17.125 G01
16365722 12.5 G01
16365819 13 G01
16365822 8.625 G01
16365960 14.75 G01
16366000 10.75 G01
16366016 11.75 G01
16366022 15.625 G01
16366030 15.5 G01
16366042 17.875 G01
16366071 17.875 G01
16366074 13.375 G01
16366100 19.875 G01
16366102 12.5 G01
16366103 12.25 G01
16366113 15 G01
16366114 18 G01
16366176 11.375 G01
16366245 16.5 G01
16366266 16.125 G01
16366273 11.625 G01
16366279 15.875 G01
16366305 14.25 G01
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16368135 11.5 G01
16368149 13.5 G01
16368172 15.75 G01
16368214 11.375 G01
16368228 12 G01
16368281 14.5 G01
16368347 17 G01
16368415 12.125 G01
16368495 15.25 G01
16368537 16.5 G01
16371870 11.75 G01
16372070 16 G01
16372142 12.875 G01
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16372194 14.75 G01
16372196 12.125 G01
16372204 14.375 G01
16372245 9.375 G01
16372377 12 G01
16374833 10 G01
16374898 17.75 G01
16374904 20 G01
16374952 11.75 G01
16374961 17.25 G01
16349691 13.75 G01
16349801 15.375 G01
16358757 11.375 G01
16348181 16.25 G01
16348221 13.875 G01
16348250 19 G01
16349456 9.375 G01
16349470 14 G01
16349564 12.25 G01
16342153 12.125 G01
16342243 18.375 G01
16342300 14.125 G01
16342495 13.875 G01
16346435 12.75 G01
16347588 14.25 G01
16347598 14.5 G01
16347641 11.5 G01
16347694 19.125 G01
16347712 14 G01
16347785 13.5 G01
16347813 16.625 G01
16347930 14.125 G01
16344010 13.875 G01
16344120 11.5 G01
16344190 15.625 G01
16344221 9.5 G01
16344245 8.375 G01
16344264 15 G01
16344276 15 G01
16344309 14.75 G01
16344320 11.625 G01
16344357 14.75 G01
16344385 17.5 G01
16344532 12.75 G01
16348032 12.5 G01
16345984 12 G01
16346033 15.25 G01
16346057 18.25 G01
16346101 12.625 G01
16346170 11.625 G01
16346172 19 G01
16339565 11.125 G01
16339513 12 G01
16339540 15.625 G01
16339562 10.875 G01
16335594 16.5 G01
16335605 13.5 G01
16339134 15.25 G01
16331919 11.125 G01
16331532 12 G01
16567631 12.5 G01
16567668 12.375 G01
16567678 11.5 G01
16567702 12.5 G01
16378554 13.375 G01
16378555 18.5 G01
16378565 12.625 G01
16378566 15.25 G01
16382957 14.125 G01
16382961 13 G01
16382962 15 G01
16382971 12.875 G01
16382981 15.125 G01
16382987 18.125 G01
16382996 16.125 G01
16383005 16.125 G01
16383028 9 G01
16383031 9.875 G01
16383049 10.875 G01
16383055 11.875 G01
16383064 15.25 G01
16383076 11.5 G01
16383079 15.25 G01
16378589 13 G01
16378600 11.75 G01
16378626 14 G01
16383087 13.875 G01
16383096 15.5 G01
16383098 14.75 G01
16383108 14.375 G01
16383120 13.625 G01
16383133 8.625 G01
16383135 8.75 G01
16383136 9.875 G01
16383139 14.125 G01
16383141 16 G01
16383146 11.625 G01
16383153 12.625 G01
16383160 15 G01
16383161 13.5 G01
16383162 10.375 G01
16383172 12.25 G01
16383183 14.5 G01
16383193 13.25 G01
16383199 15 G01
16383201 11.5 G01
16378635 12.375 G01
16382720 17.75 G01
16382735 15.875 G01
16382745 16.5 G01
16382749 16.25 G01
16382752 16.25 G01
16382754 14.5 G01
16383210 16.375 G01
16383239 8.5 G01
16383257 15.25 G01
16383264 17.75 G01
16383265 15 G01
16383283 11.125 G01
16383291 15 G01
16383294 10 G01
16383304 15.25 G01
16383308 12.875 G01
16383314 12.625 G01
16383316 12.875 G01
16383321 15.875 G01
16383328 13.5 G01
16383329 10 G01
16383335 12.125 G01
16383339 10 G01
16383352 12.125 G01
16383949 12.75 G01
16383975 9.75 G01
16383984 16.75 G01
16383986 12.375 G01
16383997 12.875 G01
16384013 14.375 G01
16384021 12.875 G01
16384026 10.875 G01
16384030 11.75 G01
16384040 15 G01
16384063 13.9 G01
16384096 14.75 G01
16384098 11.375 G01
16384100 10.5 G01
16384122 16.25 G01
16384144 14.125 G01
16384177 12.625 G01
16384211 10.875 G01
16384222 15.875 G01
16384231 11.625 G01
16384260 16.5 G01
16384265 10.25 G01
16384271 11.25 G01
16384274 11.375 G01
16384293 15.75 G01
16384311 11.875 G01
16384320 12.875 G01
16384322 11.875 G01
16384328 10.5 G01
16384334 14.375 G01
16384341 11.625 G01
16382768 10.875 G01
16382779 12.625 G01
16382791 14.875 G01
16382807 16.25 G01
16382815 16.75 G01
16384384 10 G01
16384401 17.25 G01
16384423 13.625 G01
16384424 15.25 G01
16384432 10.875 G01
16384445 12.75 G01
16384455 14.75 G01
16384466 13.5 G01
16384481 15.25 G01
16384490 13 G01
16384497 16 G01
16384505 14.75 G01
16384509 13 G01
16384512 16 G01
16384513 17.25 G01
16384534 15.125 G01
16384557 11.25 G01
16384560 12.375 G01
16387058 15.25 G01
16382875 11.25 G01
16382883 12.375 G01
16382884 17.875 G01
16382891 12.875 G01
16382898 17.875 G01
16382919 11.25 G01
16377518 12.125 G01
16377519 15.25 G01
16377544 12.625 G01
16377555 11.125 G01
16377571 12.125 G01
16143385 14.5 G01
16143402 15 G01
16378087 18 G01
16378091 15 G01
16378106 17 G01
16378109 17 G01
16378112 19.5 G01
16378117 16.875 G01
16378118 13.5 G01
16378128 17 G01
16378141 13.75 G01
16378149 15.625 G01
16378197 11 G01
16378265 14.75 G01
16378270 14.875 G01
16378280 14.125 G01
16378288 17.5 G01
16378361 17 G01
16378370 14 G01
16378407 9.375 G01
16378419 14.5 G01
16378430 8.875 G01
16378435 17.125 G01
16378449 14.625 G01
16378461 14.75 G01
16378467 11.375 G01
16378468 17 G01
16378470 11.375 G01
16378489 12.5 G01
16378224 16.75 G01
16378225 11.5 G01
16378244 16.5 G01
16378496 13.875 G01
16378504 15.625 G01
16378511 12.625 G01
16378512 14.75 G01
16378534 13.25 G01
16377491 15.25 G01
16377492 14.875 G01
16377499 12.75 G01
16377503 15 G01
16377506 14 G01
16377401 17.5 G01
16377412 15.5 G01
16377413 14.375 G01
16377418 19.125 G01
16377420 14.875 G01
16377421 17.625 G01
16138869 12.5 G01
16377432 15.25 G01
16377442 10.375 G01
16377444 16.5 G01
16377446 13.375 G01
16377451 15.25 G01
16377487 17.625 G01
16377392 18.25 G01
16377091 15.875 G01
16377097 14.875 G01
16377130 15.625 G01
16377154 18 G01
16377227 12.375 G01
16377230 17.75 G01
16377240 13.875 G01
16377254 16.625 G01
16377260 10.125 G01
16377265 18 G01
16377267 14.125 G01
16377288 17.25 G01
16377294 13.75 G01
16377326 11.125 G01
16377329 12.5 G01
16377340 15.75 G01
16377355 14.375 G01
16377367 11.5 G01
16377378 15 G01
16377053 13.125 G01
16192351 16.5 G01
16193196 10 G01
16192429 15.5 G01
16192437 16.75 G01
16192595 16.25 G01
16192630 16.625 G01
16192801 12 G01
16377039 14.875 G01
16377041 14.5 G01
16377043 14.75 G01
16377046 18.125 G01
16377050 10.75 G01
16377006 12 G01
16377008 14.875 G01
16376321 11.75 G01
16376331 17.25 G01
16376332 13.875 G01
16376333 15 G01
16376334 12 G01
16376352 11.875 G01
16376355 17.625 G01
16376358 12.5 G01
16376360 17.375 G01
16376361 12.25 G01
16376365 13.5 G01
16376366 20.125 G01
16376370 12.625 G01
16376371 9.5 G01
16376376 12.625 G01
16376378 17.625 G01
16376382 13 G01
16376383 12.25 G01
16376384 12.75 G01
16376385 16.75 G01
16376387 10.375 G01
16376941 9.375 G01
16376957 12.5 G01
16376960 11.375 G01
16376971 18.75 G01
16376977 15.125 G01
16376986 17.875 G01
16376989 11 G01
16376990 9.875 G01
16376309 12.625 G01
16376182 17.75 G01
16376190 12.875 G01
16376196 16.375 G01
16376197 10.875 G01
16376202 17.375 G01
16376205 12.125 G01
16376207 15.5 G01
16376210 16.625 G01
16376211 13.125 G01
16376215 16.125 G01
16376216 13 G01
16376218 16 G01
16376220 15.5 G01
16376222 11.875 G01
16376225 14.5 G01
16376227 12.5 G01
16376228 13 G01
16376234 15.75 G01
16376243 12.25 G01
16376244 17.625 G01
16376248 13.125 G01
16376249 17.5 G01
16376251 12.75 G01
16376252 12.625 G01
16376257 13.25 G01
16376258 12.625 G01
16376259 12 G01
16376269 11.375 G01
16376285 13 G01
16376287 11.625 G01
16376294 17.875 G01
16376295 13 G01
16376298 16.25 G01
16375925 14 G01
16375973
