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 January 1, 2007 BEAR STEARNS MORTGAGE FUNDING TRUST...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
Depositor,
EMC
MORTGAGE CORPORATION,
Seller
and Master Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION,
Trustee
____________________
Dated
as
of January 1, 2007
________________________________________
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATES, SERIES 2007-SL1
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
|
[Reserved].
|
Section
3.23
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A, Class M or Class B
Certificates.
|
Section
3.24
|
Advancing
Facility.
|
ARTICLE
IV
ACCOUNTS
|
|
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
Section
4.04
|
Distribution
Account.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
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 January 1, 2007, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as 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, the Swap Collateral Account and any rights
or
obligations in respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-1 Certificates will
represent the sole class of Residual Interests (as defined herein) in REMIC
I
for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date (1)
|
|
I-1-A
|
Variable(2)
|
$
3,755,870.79
|
March
2037
|
|
I-1-B
|
Variable(2)
|
$
3,755,870.79
|
March
2037
|
|
I-2-A
|
Variable(2)
|
$
3,666,469.64
|
March
2037
|
|
I-2-B
|
Variable(2)
|
$
3,666,469.64
|
March
2037
|
|
I-3-A
|
Variable(2)
|
$
3,579,192.13
|
March
2037
|
|
I-3-B
|
Variable(2)
|
$
3,579,192.13
|
March
2037
|
|
I-4-A
|
Variable(2)
|
$
3,493,987.86
|
March
2037
|
|
I-4-B
|
Variable(2)
|
$
3,493,987.86
|
March
2037
|
|
I-5-A
|
Variable(2)
|
$
3,410,807.65
|
March
2037
|
|
I-5-B
|
Variable(2)
|
$
3,410,807.65
|
March
2037
|
|
I-6-A
|
Variable(2)
|
$
3,329,603.47
|
March
2037
|
|
I-6-B
|
Variable(2)
|
$
3,329,603.47
|
March
2037
|
|
I-7-A
|
Variable(2)
|
$
3,250,328.43
|
March
2037
|
|
I-7-B
|
Variable(2)
|
$
3,250,328.43
|
March
2037
|
|
I-8-A
|
Variable(2)
|
$
3,172,936.78
|
March
2037
|
|
I-8-B
|
Variable(2)
|
$
3,172,936.78
|
March
2037
|
|
I-9-A
|
Variable(2)
|
$
3,097,383.80
|
March
2037
|
|
I-9-B
|
Variable(2)
|
$
3,097,383.80
|
March
2037
|
|
I-10-A
|
Variable(2)
|
$
3,023,625.88
|
March
2037
|
|
I-10-B
|
Variable(2)
|
$
3,023,625.88
|
March
2037
|
|
I-11-A
|
Variable(2)
|
$
2,951,620.42
|
March
2037
|
|
I-11-B
|
Variable(2)
|
$
2,951,620.42
|
March
2037
|
|
I-12-A
|
Variable(2)
|
$
2,881,325.84
|
March
2037
|
|
I-12-B
|
Variable(2)
|
$
2,881,325.84
|
March
2037
|
|
I-13-A
|
Variable(2)
|
$
2,812,701.54
|
March
2037
|
|
I-13-B
|
Variable(2)
|
$
2,812,701.54
|
March
2037
|
|
I-14-A
|
Variable(2)
|
$
2,745,707.87
|
March
2037
|
|
I-14-B
|
Variable(2)
|
$
2,745,707.87
|
March
2037
|
|
I-15-A
|
Variable(2)
|
$
2,680,306.16
|
March
2037
|
|
I-15-B
|
Variable(2)
|
$
2,680,306.16
|
March
2037
|
|
I-16-A
|
Variable(2)
|
$
2,616,458.61
|
March
2037
|
|
I-16-B
|
Variable(2)
|
$
2,616,458.61
|
March
2037
|
|
I-17-A
|
Variable(2)
|
$
2,554,128.34
|
March
2037
|
|
I-17-B
|
Variable(2)
|
$
2,554,128.34
|
March
2037
|
|
I-18-A
|
Variable(2)
|
$
2,493,279.36
|
March
2037
|
|
I-18-B
|
Variable(2)
|
$
2,493,279.36
|
March
2037
|
|
I-19-A
|
Variable(2)
|
$
2,433,876.49
|
March
2037
|
|
I-19-B
|
Variable(2)
|
$
2,433,876.49
|
March
2037
|
|
I-20-A
|
Variable(2)
|
$
2,375,885.43
|
March
2037
|
|
I-20-B
|
Variable(2)
|
$
2,375,885.43
|
March
2037
|
|
I-21-A
|
Variable(2)
|
$
2,319,272.66
|
March
2037
|
|
I-21-B
|
Variable(2)
|
$
2,319,272.66
|
March
2037
|
|
I-22-A
|
Variable(2)
|
$
2,264,005.48
|
March
2037
|
|
I-22-B
|
Variable(2)
|
$
2,264,005.48
|
March
2037
|
|
I-23-A
|
Variable(2)
|
$
2,210,051.94
|
March
2037
|
|
I-23-B
|
Variable(2)
|
$
2,210,051.94
|
March
2037
|
|
I-24-A
|
Variable(2)
|
$
2,157,380.87
|
March
2037
|
|
I-24-B
|
Variable(2)
|
$
2,157,380.87
|
March
2037
|
|
I-25-A
|
Variable(2)
|
$
2,105,961.84
|
March
2037
|
|
I-25-B
|
Variable(2)
|
$
2,105,961.84
|
March
2037
|
|
I-26-A
|
Variable(2)
|
$
2,055,765.11
|
March
2037
|
|
I-26-B
|
Variable(2)
|
$
2,055,765.11
|
March
2037
|
|
I-27-A
|
Variable(2)
|
$
2,006,761.68
|
March
2037
|
|
I-27-B
|
Variable(2)
|
$
2,006,761.68
|
March
2037
|
|
I-28-A
|
Variable(2)
|
$
1,958,923.23
|
March
2037
|
|
I-28-B
|
Variable(2)
|
$
1,958,923.23
|
March
2037
|
|
I-29-A
|
Variable(2)
|
$
1,912,222.10
|
March
2037
|
|
I-29-B
|
Variable(2)
|
$
1,912,222.10
|
March
2037
|
|
I-30-A
|
Variable(2)
|
$
1,866,631.28
|
March
2037
|
|
I-30-B
|
Variable(2)
|
$
1,866,631.28
|
March
2037
|
|
I-31-A
|
Variable(2)
|
$
1,822,124.44
|
March
2037
|
|
I-31-B
|
Variable(2)
|
$
1,822,124.44
|
March
2037
|
|
I-32-A
|
Variable(2)
|
$
1,778,675.84
|
March
2037
|
|
I-32-B
|
Variable(2)
|
$
1,778,675.84
|
March
2037
|
|
I-33-A
|
Variable(2)
|
$
1,736,260.34
|
March
2037
|
|
I-33-B
|
Variable(2)
|
$
1,736,260.34
|
March
2037
|
|
I-34-A
|
Variable(2)
|
$
1,694,853.43
|
March
2037
|
|
I-34-B
|
Variable(2)
|
$
1,694,853.43
|
March
2037
|
|
I-35-A
|
Variable(2)
|
$
1,654,431.16
|
March
2037
|
|
I-35-B
|
Variable(2)
|
$
1,654,431.16
|
March
2037
|
|
I-36-A
|
Variable(2)
|
$
1,614,970.16
|
March
2037
|
|
I-36-B
|
Variable(2)
|
$
1,614,970.16
|
March
2037
|
|
I-37-A
|
Variable(2)
|
$
1,576,447.62
|
March
2037
|
|
I-37-B
|
Variable(2)
|
$
1,576,447.62
|
March
2037
|
|
I-38-A
|
Variable(2)
|
$
1,538,841.23
|
March
2037
|
|
I-38-B
|
Variable(2)
|
$
1,538,841.23
|
March
2037
|
|
I-39-A
|
Variable(2)
|
$
1,502,129.26
|
March
2037
|
|
I-39-B
|
Variable(2)
|
$
1,502,129.26
|
March
2037
|
|
I-40-A
|
Variable(2)
|
$
1,466,290.46
|
March
2037
|
|
I-40-B
|
Variable(2)
|
$
1,466,290.46
|
March
2037
|
|
I-41-A
|
Variable(2)
|
$
1,431,304.11
|
March
2037
|
|
I-41-B
|
Variable(2)
|
$
1,431,304.11
|
March
2037
|
|
I-42-A
|
Variable(2)
|
$
1,397,149.97
|
March
2037
|
|
I-42-B
|
Variable(2)
|
$
1,397,149.97
|
March
2037
|
|
I-43-A
|
Variable(2)
|
$
1,363,808.26
|
March
2037
|
|
I-43-B
|
Variable(2)
|
$
1,363,808.26
|
March
2037
|
|
I-44-A
|
Variable(2)
|
$
1,331,259.71
|
March
2037
|
|
I-44-B
|
Variable(2)
|
$
1,331,259.71
|
March
2037
|
|
I-45-A
|
Variable(2)
|
$
54,126,495.37
|
March
2037
|
|
I-45-B
|
Variable(2)
|
$
54,126,495.37
|
March
2037
|
|
II-1-A
|
Variable(2)
|
$
397,346.42
|
March
2037
|
|
II-1-B
|
Variable(2)
|
$
397,346.42
|
March
2037
|
|
II-2-A
|
Variable(2)
|
$
387,888.36
|
March
2037
|
|
II-2-B
|
Variable(2)
|
$
387,888.36
|
March
2037
|
|
II-3-A
|
Variable(2)
|
$
378,654.98
|
March
2037
|
|
II-3-B
|
Variable(2)
|
$
378,654.98
|
March
2037
|
|
II-4-A
|
Variable(2)
|
$
369,640.92
|
March
2037
|
|
II-4-B
|
Variable(2)
|
$
369,640.92
|
March
2037
|
|
II-5-A
|
Variable(2)
|
$
360,841.00
|
March
2037
|
|
II-5-B
|
Variable(2)
|
$
360,841.00
|
March
2037
|
|
II-6-A
|
Variable(2)
|
$
352,250.14
|
March
2037
|
|
II-6-B
|
Variable(2)
|
$
352,250.14
|
March
2037
|
|
II-7-A
|
Variable(2)
|
$
343,863.36
|
March
2037
|
|
II-7-B
|
Variable(2)
|
$
343,863.36
|
March
2037
|
|
II-8-A
|
Variable(2)
|
$
335,675.83
|
March
2037
|
|
II-8-B
|
Variable(2)
|
$
335,675.83
|
March
2037
|
|
II-9-A
|
Variable(2)
|
$
327,682.82
|
March
2037
|
|
II-9-B
|
Variable(2)
|
$
327,682.82
|
March
2037
|
|
II-10-A
|
Variable(2)
|
$
319,879.72
|
March
2037
|
|
II-10-B
|
Variable(2)
|
$
319,879.72
|
March
2037
|
|
II-11-A
|
Variable(2)
|
$
312,262.02
|
March
2037
|
|
II-11-B
|
Variable(2)
|
$
312,262.02
|
March
2037
|
|
II-12-A
|
Variable(2)
|
$
304,825.31
|
March
2037
|
|
II-12-B
|
Variable(2)
|
$
304,825.31
|
March
2037
|
|
II-13-A
|
Variable(2)
|
$
297,565.31
|
March
2037
|
|
II-13-B
|
Variable(2)
|
$
297,565.31
|
March
2037
|
|
II-14-A
|
Variable(2)
|
$
290,477.83
|
March
2037
|
|
II-14-B
|
Variable(2)
|
$
290,477.83
|
March
2037
|
|
II-15-A
|
Variable(2)
|
$
283,558.75
|
March
2037
|
|
II-15-B
|
Variable(2)
|
$
283,558.75
|
March
2037
|
|
II-16-A
|
Variable(2)
|
$
276,804.10
|
March
2037
|
|
II-16-B
|
Variable(2)
|
$
276,804.10
|
March
2037
|
|
II-17-A
|
Variable(2)
|
$
270,209.97
|
March
2037
|
|
II-17-B
|
Variable(2)
|
$
270,209.97
|
March
2037
|
|
II-18-A
|
Variable(2)
|
$
263,772.55
|
March
2037
|
|
II-18-B
|
Variable(2)
|
$
263,772.55
|
March
2037
|
|
II-19-A
|
Variable(2)
|
$
257,488.12
|
March
2037
|
|
II-19-B
|
Variable(2)
|
$
257,488.12
|
March
2037
|
|
II-20-A
|
Variable(2)
|
$
251,353.04
|
March
2037
|
|
II-20-B
|
Variable(2)
|
$
251,353.04
|
March
2037
|
|
II-21-A
|
Variable(2)
|
$
245,363.79
|
March
2037
|
|
II-21-B
|
Variable(2)
|
$
245,363.79
|
March
2037
|
|
II-22-A
|
Variable(2)
|
$
239,516.88
|
March
2037
|
|
II-22-B
|
Variable(2)
|
$
239,516.88
|
March
2037
|
|
II-23-A
|
Variable(2)
|
$
233,808.95
|
March
2037
|
|
II-23-B
|
Variable(2)
|
$
233,808.95
|
March
2037
|
|
II-24-A
|
Variable(2)
|
$
228,236.70
|
March
2037
|
|
II-24-B
|
Variable(2)
|
$
228,236.70
|
March
2037
|
|
II-25-A
|
Variable(2)
|
$
222,796.90
|
March
2037
|
|
II-25-B
|
Variable(2)
|
$
222,796.90
|
March
2037
|
|
II-26-A
|
Variable(2)
|
$
217,486.42
|
March
2037
|
|
II-26-B
|
Variable(2)
|
$
217,486.42
|
March
2037
|
|
II-27-A
|
Variable(2)
|
$
212,302.18
|
March
2037
|
|
II-27-B
|
Variable(2)
|
$
212,302.18
|
March
2037
|
|
II-28-A
|
Variable(2)
|
$
207,241.19
|
March
2037
|
|
II-28-B
|
Variable(2)
|
$
207,241.19
|
March
2037
|
|
II-29-A
|
Variable(2)
|
$
202,300.51
|
March
2037
|
|
II-29-B
|
Variable(2)
|
$
202,300.51
|
March
2037
|
|
II-30-A
|
Variable(2)
|
$
197,477.31
|
March
2037
|
|
II-30-B
|
Variable(2)
|
$
197,477.31
|
March
2037
|
|
II-31-A
|
Variable(2)
|
$
192,768.78
|
March
2037
|
|
II-31-B
|
Variable(2)
|
$
192,768.78
|
March
2037
|
|
II-32-A
|
Variable(2)
|
$
188,172.20
|
March
2037
|
|
II-32-B
|
Variable(2)
|
$
188,172.20
|
March
2037
|
|
II-33-A
|
Variable(2)
|
$
183,684.92
|
March
2037
|
|
II-33-B
|
Variable(2)
|
$
183,684.92
|
March
2037
|
|
II-34-A
|
Variable(2)
|
$
179,304.34
|
March
2037
|
|
II-34-B
|
Variable(2)
|
$
179,304.34
|
March
2037
|
|
II-35-A
|
Variable(2)
|
$
175,027.93
|
March
2037
|
|
II-35-B
|
Variable(2)
|
$
175,027.93
|
March
2037
|
|
II-36-A
|
Variable(2)
|
$
170,853.22
|
March
2037
|
|
II-36-B
|
Variable(2)
|
$
170,853.22
|
March
2037
|
|
II-37-A
|
Variable(2)
|
$
166,777.78
|
March
2037
|
|
II-37-B
|
Variable(2)
|
$
166,777.78
|
March
2037
|
|
II-38-A
|
Variable(2)
|
$
162,799.28
|
March
2037
|
|
II-38-B
|
Variable(2)
|
$
162,799.28
|
March
2037
|
|
II-39-A
|
Variable(2)
|
$
158,915.39
|
March
2037
|
|
II-39-B
|
Variable(2)
|
$
158,915.39
|
March
2037
|
|
II-40-A
|
Variable(2)
|
$
155,123.88
|
March
2037
|
|
II-40-B
|
Variable(2)
|
$
155,123.88
|
March
2037
|
|
II-41-A
|
Variable(2)
|
$
151,422.56
|
March
2037
|
|
II-41-B
|
Variable(2)
|
$
151,422.56
|
March
2037
|
|
II-42-A
|
Variable(2)
|
$
147,809.27
|
March
2037
|
|
II-42-B
|
Variable(2)
|
$
147,809.27
|
March
2037
|
|
II-43-A
|
Variable(2)
|
$
144,281.94
|
March
2037
|
|
II-43-B
|
Variable(2)
|
$
144,281.94
|
March
2037
|
|
II-44-A
|
Variable(2)
|
$
140,838.52
|
March
2037
|
|
II-44-B
|
Variable(2)
|
$
140,838.52
|
March
2037
|
|
II-45-A
|
Variable(2)
|
$
5,726,227.05
|
March
2037
|
|
II-45-B
|
Variable(2)
|
$
5,726,227.05
|
March
2037
|
______________________________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee 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)
|
$
170,373,090.65
|
March
2037
|
I-A
|
Variable(2)
|
$
1,136,680.00
|
March
2037
|
II-A
|
Variable(2)
|
$
120,250.00
|
March
2037
|
M-1
|
Variable(2)
|
$
95,615.00
|
March
2037
|
M-2
|
Variable(2)
|
$
92,140.00
|
March
2037
|
M-3
|
Variable(2)
|
$
32,165.00
|
March
2037
|
M-4
|
Variable(2)
|
$
39,985.00
|
March
2037
|
M-5
|
Variable(2)
|
$
34,770.00
|
March
2037
|
M-6
|
Variable(2)
|
$
26,945.00
|
March
2037
|
B-1
|
Variable(2)
|
$
24,340.00
|
March
2037
|
B-2
|
Variable(2)
|
$
20,865.00
|
March
2037
|
B-3
|
Variable(2)
|
$
20,865.00
|
March
2037
|
B-4
|
Variable(2)
|
$
21,730.00
|
March
2037
|
ZZ
|
Variable(2)
|
$
1,810,651.85
|
March
2037
|
IO
|
(2)
|
(3)
|
March
2037
|
1-Sub
|
Variable(2)
|
$
8,709.90
|
March
2037
|
1-Grp
|
Variable(2)
|
$
31,443.50
|
March
2037
|
2-Sub
|
Variable(2)
|
$
921.52
|
March
2037
|
2-Grp
|
Variable(2)
|
$
3,326.52
|
March
2037
|
XX
|
Variable(2)
|
$
173,805,691.06
|
March
2037
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
CERTIFICATES
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest and the Class IO Interest) and,
for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of Certificates and interests
that represents ownership of one or more of the Regular Interests in REMIC
III
created hereunder. The
Trust
Fund will also issue the Class X Certificates, as designated below, which will
not represent a Regular Interest in any REMIC created hereunder.
Each
Certificate, other than the Class C, Class X and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class
IO
Distribution Amounts (as
defined herein). The entitlement to principal of the Regular Interest which
corresponds to each Certificate shall be equal in amount and timing to the
entitlement to principal of such Certificate.
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
I-A(2)
|
Variable(3)
|
$ 227,336,000.00
|
March
2037
|
II-A(2)
|
Variable(3)
|
$ 24,050,000.00
|
March
2037
|
M-1(2)
|
Variable(3)
|
$ 19,123,000.00
|
March
2037
|
M-2(2)
|
Variable(3)
|
$ 18,428,000.00
|
March
2037
|
M-3(2)
|
Variable(3)
|
$ 6,433,000.00
|
March
2037
|
M-4(2)
|
Variable(3)
|
$ 7,997,000.00
|
March
2037
|
M-5(2)
|
Variable(3)
|
$ 6,954,000.00
|
March
2037
|
M-6(2)
|
Variable(3)
|
$ 5,389,000.00
|
March
2037
|
B-1(2)
|
Variable(3)
|
$ 4,868,000.00
|
March
2037
|
B-2(2)
|
Variable(3)
|
$ 4,173,000.00
|
March
2037
|
B-3(2)
|
Variable(3)
|
$ 4,173,000.00
|
March
2037
|
B-4(2)
|
Variable(3)
|
$ 4,346,000.00
|
March
2037
|
Class
C Interest
|
Variable(3)(4)
|
$ 14,430,184.99
|
March
2037
|
Class
IO Interest
|
(5)
|
(6)
|
March
2037
|
X
|
N/A
|
N/A
|
N/A
|
___________________
(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
|
(2)
|
$ 14,430,184.99
|
March
2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class C
Certificates.
|
(2)
|
The
Class C Certificates will not accrue interest on its Uncertificated
Principal Balance, but will receive 100% of the amounts received
in
respect of the Class C Interest.
|
REMIC
V
As
provided herein, the 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)
|
March
2037
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC V Regular Interest
IO.
|
(2)
|
REMIC
V Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
(3)
|
REMIC
V Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
(4)
|
REMIC
V Regular Interest IO will not have an Uncertificated Principal Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Mortgage
Funding Trust 2007-SL1.” The Certificates issued hereunder may be referred to as
“Mortgage-Backed Certificates, Series 2007-SL1” (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, the Protected Account
and the Swap Collateral Account.
Accrual
Period:
With
respect to the Certificates (other than the Class C, Class X 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 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
C,
Class X Certificates 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 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 and (ii) Principal Prepayments
received after the last day of the related Prepayment Period and Liquidation
Proceeds, Subsequent Recoveries and Insurance Proceeds received in respect
of
such Mortgage Loans after the last day of the prior 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 Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) the excess, if any, of (a)
the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to 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.
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 Cities 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 I-A Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A, 0.160% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.320% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.150% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.300% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.420%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.630%
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, 0.460%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.690%
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, 0.500%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.750%
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, 0.610% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.915% 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, 0.750% 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 M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 0.
0.820%
per annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.230% 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, 1.750%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.625%
per
annum in the case of each Distribution Date thereafter.
With
respect to the Class B-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-2, 2.750%
per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 4.125%
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, 3.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 5.250% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class B-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-4, 3.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 5.250% 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
$347,700,184.99. 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 Certificates:
The
Class I-A Certificates and Class II-A Certificates.
Class
I-A Certificate:
Any
Certificate designated as a “Class I-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class I-A Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group I for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
II-A Certificate:
Any
Certificate designated as a “Class II-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class II-A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the product of the Class A Principal
Distribution Amount and a fraction, the numerator of which is the Principal
Funds for Loan Group II for such Distribution Date and the denominator of which
is the aggregate Principal Funds for Loan Group I and Loan Group II for such
Distribution Date.
Class
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) 44.60% 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
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
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount and the Class
M-6 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class I-A Principal
Distribution Amount and Class II-A Principal Distribution Amount, on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class B-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 84.40% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
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
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, 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 I-A Principal Distribution Amount and Class II-A
Principal Distribution Amount, on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (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) 86.80% 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
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
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, 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 I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (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) 89.20% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus the Overcollateralization Floor.
Class
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
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal Distribution Amount, 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 I-A Principal Distribution Amoun and
Class
II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (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) 91.70% 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
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 pursuant to the first and second sentences of Section
3.21(c) hereof 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
III for purposes of the REMIC provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing
(i) a Regular Interest in REMIC III, (ii) the right to receive Basis Risk
Shortfall Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class
I-A
Principal Distribution Amount and Class II-A Principal Distribution
Amount
and (y)
the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date) and (2) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 55.60% 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
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount
and
the Class M-1 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class I-A
Principal Distribution Amount and Class II-A Principal Distribution Amount
on
such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (3) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 66.20% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class I-A Principal Distribution Amount and
Class II-A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (4) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 69.90% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount and the Class M-3 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
I-A Principal Distribution Amount and Class II-A Principal Distribution Amount
on such Distribution Date), (2) the Certificate Principal Balance of the Class
M-1 Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 74.50% 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
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class I-A Principal Distribution
Amount and Class II-A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (3) the Certificate Principal Balance of
the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (5) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date) and (6) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 78.50% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) minus the Overcollateralization
Floor.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
I-A Principal Distribution Amount, Class II-A Principal Distribution Amount,
the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class I-A Principal Distribution Amount and Class II-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 81.60% 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:
January
30, 2007.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Combined
Loan-to-Value Ratio:
With
respect to any Mortgage Loan and as of any date of determination, 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 2007-SL1,
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, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp and XX), the Certificate with the
corresponding designation. With respect to each REMIC III Regular Interest
(other than the Class C Interest and the Class IO Interest), the related
Certificate representing an ownership therein.
Cumulative
Realized Loss Percentage:
With
respect to the Certificates and any Distribution Date, the percentage obtained
by dividing (x) the aggregate Realized Losses on the Mortgage Loans incurred
since the related Cut-off Date through the end of the related Due Period by
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the related
Cut-off Date.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates (other than the Class
X
Certificates and the Residual Certificates) and interests of each class (other
than the Residual Interests), (i) the interest accrued on the Certificate
Principal Balance, or Certificate Notional Amount or Uncertificated Notional
Amount, as applicable, during the related Accrual Period at the applicable
Pass-Through Rate, plus any amount previously distributed with respect to
interest for such Certificate or interest that has been recovered as a voidable
preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment
Interest Shortfall for such Distribution Date, to the extent not covered by
Compensating Interest and (b) any Relief Act Interest Shortfalls during the
related Due Period; provided, however, that for purposes of calculating Current
Interest for any such class, amounts specified in clause (ii) hereof for any
such Distribution Date shall be allocated first to the Class C Certificates
and
the Class C Interest in reduction of amounts otherwise distributable to such
Certificates and interest on such Distribution Date and then any excess shall
be
allocated to each Class of Class A, Class M and Class B Certificates
pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage: With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month).
Custodial
Agreement:
The
Xxxxx Fargo Custodial Agreement.
Custodian:
Xxxxx
Fargo, or any successor custodian appointed pursuant to the provisions hereof
and the Custodial Agreement.
Cut-off
Date:
January
1, 2007.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of 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 $347,700,184.99.
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 2007-SL1, Mortgage-Backed Certificates, Series 2007-SL1”.
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 February 2007.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from and including the second
day
of the calendar month preceding the calendar month in which such Distribution
Date occurs through close of business on the first day of the calendar month
in
which such Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to 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 any such Interest Carry Forward
Amounts on the Class A Certificates (other than Interest Carry Forward Amounts
paid pursuant to Section 5.04(a)(4)(A)), in each case for such Distribution
Date.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
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
Master Servicer shall maintain records 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.
Group
I Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group I for such Distribution Date and the denominator of which is the Principal
Funds for Loan Group I and Loan Group II for such Distribution
Date.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount and a fraction, the numerator of which is the Principal Funds for Loan
Group II for such Distribution Date and the denominator of which is the
Principal Funds for Loan Group I and Loan Group II for such Distribution
Date.
Indemnified
Persons:
The
Trustee, the Master Servicer, the 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 each of Loan Group I and Loan Group II and any Distribution Date
(1)
the sum, without duplication, of (a) all scheduled interest during the related
Due Period with respect to the Mortgage Loans in the related Loan Group less
the
Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b) all Advances
relating to interest with respect to the Mortgage Loans in the related Loan
Group made on or prior to the related Distribution Account Deposit Date, (c)
all
Compensating Interest with respect to the Mortgage Loans in the related Loan
Group and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and
Subsequent Recoveries with respect to the Mortgage Loans in the related Loan
Group collected during the prior calendar month (to the extent such Liquidation
Proceeds and Subsequent Recoveries relate to interest), (e) all amounts relating
to interest with respect to each Mortgage Loan in the related Loan Group
repurchased by EMC pursuant to Sections 2.02 and 2.03 and by EMC pursuant to
Section 3.19, 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 relating to
such Loan Group, 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 other than to the extent already paid by
the
Swap Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates.
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 2007-SL1.
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 March 2037.
Latest
Possible Maturity Date:
The
Distribution Date in the month following the final scheduled maturity date
of
the Mortgage Loan in the Trust Fund having the latest scheduled maturity date
as
of the Cut-off Date. For purposes of the Treasury regulations under Sections
860A through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V shall
be
the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Master Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds and Subsequent Recoveries, 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, together with the
net
proceeds received with respect to any Mortgaged Properties and any other
proceeds received with respect to an REO Property, less the sum of related
unreimbursed Advances, Servicing Fees and Servicing Advances and all expenses
of
liquidation, including property protection expenses and foreclosure and sale
costs, including court and reasonable attorneys fees.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I or Group I Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group I included as such on the
Mortgage Loan Schedule.
Loan
Group II or Group II Mortgage Loans:
The
group of Mortgage Loans belonging to Loan Group II included as such on the
Mortgage Loan Schedule.
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, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), with the rate
on
each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ)
subject to a cap equal to the least of (i) the One-Month LIBOR Pass-Through
Rate
for the Corresponding Certificate, (ii) 11.00% per annum and (iii) the 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, 1-Sub, 1-Grp,
2-Sub, 2-Grp, XX 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 Depositor’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, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO), with the rate on each such
REMIC
II Regular Interest subject to a cap equal to the least of (x) the One-Month
LIBOR Pass Through Rate for the Corresponding Certificate, (y) 11.00% per annum
and (z) the Net WAC Cap Rate for the REMIC III Regular Interest the ownership
of
which is represented by the Corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided, however, that solely for
this
purpose, the related cap with respect to each REMIC II Regular Interest (other
than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX 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 January 30, 2007, between EMC,
as
seller and the Depositor, as purchaser in the form attached hereto as Exhibit
L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 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 and separated into Group I Mortgage Loan and Group II
Mortgage Loans, notwithstanding foreclosure or other acquisition of title of
the
related Mortgaged Property.
Mortgage
Loan 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 the Class I-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group I Mortgage Loans, weighted
based on the Stated Principal Balances of such Group I Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group I Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other
than to the extent already paid by the Swap Administrator
from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. The Net WAC Cap Rate for the Class I-A Certificates will be adjusted to
an
effective rate reflecting the accrual of interest on an actual/360 basis. With
respect to any Distribution Date and the REMIC III Regular Interests the
ownership of which is represented by the Class I-A Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular Interest 1-Grp, weighted on the basis
of
the Uncertificated Principal Balance of such REMIC II Regular Interest
immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Group II Mortgage Loans, weighted
based on the Stated Principal Balances of such Group II Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Group II Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Swap Payment payable to the Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreement that may be entered
into by the Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the related
Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Mortgage Loans on such Due Date, multiplied by 12. The Net WAC Cap Rate
for
the Class II-A Certificates will be adjusted to an effective rate reflecting
the
accrual of interest on an actual/360 basis. With respect to any Distribution
Date and the REMIC III Regular Interests the ownership of which is represented
by the Class II-A Certificates, a per annum rate equal to the weighted average
(adjusted for the actual number of days elapsed in the related Accrual Period)
of the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest
2-Grp, weighted on the basis of the Uncertificated Principal Balance of such
REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class M Certificates and Class B
Certificates, the excess, if any, of (A) a per annum rate equal to the product
of (x) the weighted average of the weighted average of the Net Mortgage Rates
on
the then outstanding Mortgage Loans in each Loan Group, weighted in proportion
to the results of subtracting from the aggregate Stated Principal Balance of
the
Mortgage Loans of each such Loan Group as of the related Due Date prior to
giving effect to any reduction in the Stated Principal Balances of such Mortgage
Loans on such Due Date the aggregate Certificate Principal Balance of the
related Class A Certificates, and (y) a fraction, the numerator of which is
30
and the denominator of which is the actual number of days elapsed in the related
Accrual Period, over (B) an amount, expressed as a per annum rate, equal to
the
sum of (i) the Swap Payment payable to the Swap Provider on such Distribution
Date and (ii) any Swap Termination Payment not due to a Swap Provider Trigger
Event payable to the Swap Provider (other than to the extent already paid by
the
Swap Administrator from any upfront payment received pursuant to any related
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. The Net WAC Cap Rate for
the
Class M Certificates and Class B Certificates will be adjusted to an effective
rate reflecting the accrual of interest on an actual/360 basis. With respect
to
any Distribution Date and the REMIC III Regular Interests the ownership of
which
is represented by the Class M Certificates and Class B Certificates, a per
annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp and (b) REMIC II Regular Interest 2-Sub, subject to
a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC II Regular Interest immediately prior to such
Distribution Date.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the 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 and the Class B-4
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 Class B-4 Certificates and, for purposes
of the definitions of “Marker Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, the related REMIC II Regular Interest for which such
Certificate is the Corresponding Certificate, a per annum rate equal to
One-Month LIBOR plus the related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for EMC, the Depositor 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 Class A, Class M and Class B
Certificates on such Distribution Date (after taking into account the payment
of
principal other than any Extra Principal Distribution Amount on such
Certificates).
Overcollateralization
Floor:
With
respect to the Certificates, an amount equal to 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Funds for
Loan
Group I and Loan Group II for such Distribution Date and (y) the excess, if
any,
of (i) the Overcollateralization Amount for such Distribution Date (assuming
that 100% of the Principal Funds is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if
the
Overcollateralization Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date (a) prior to the Stepdown Date, 4.15% 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) 4.15% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (2) 8.30% 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 Class A, Class M and Class B Certificates and any Distribution
Date, a rate per annum equal to the least of (i) the related One-Month LIBOR
Pass-Through Rate for such Distribution Date, (ii) 11.00% per annum and (iii)
the related Net WAC Cap Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interest 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and IO) equal to the
product of (a) the excess, if any, of the Uncertificated REMIC II Pass-Through
Rate for such REMIC II Regular Interest over the Marker Rate and (b) a notional
amount equal to the Uncertificated Principal Balance of such REMIC II Regular
Interest, and the denominator of which is the aggregate Uncertificated Principal
Balance of such REMIC II Regular Interests.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO shall not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
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 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 Loan Group I and Loan Group II 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 each of Loan Group I and Loan Group II and any Distribution
Date,
(1) the
sum, without duplication, of (a) all scheduled principal collected on the
Mortgage Loans in the related Loan Group during the related Due Period, (b)
all
Advances relating to principal with respect to the Mortgage Loans in the related
Loan Group made on or before the Distribution Account Deposit Date, (c)
Principal Prepayments exclusive of prepayment charges or penalties collected
on
the Seller in the related Loan Group during the related Prepayment Period,
(d) the Stated Principal Balance of each Mortgage Loan in the related Loan
Group
that was repurchased by EMC on its own behalf as Seller pursuant to Sections
2.02 and 2.03 and by EMC pursuant to Section 3.19, (e) the aggregate of all
Substitution Adjustment Amounts on the Mortgage Loans in the related Loan Group
for the related Determination Date in connection with the substitution of
Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation Proceeds and
Subsequent Recoveries collected on the Mortgage Loans in the related Loan Group
during the prior calendar month (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to principal), in each case to the extent remitted
by the Master Servicer to the Distribution Account pursuant to this Agreement
and (g) amounts in respect of principal relating to such Loan Group 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 other than
to
the extent already paid by the Swap Administrator from any upfront payment
received pursuant to any replacement interest rate swap agreement that may
be
entered into by the Supplemental Interest Trust Trustee) owed to the Swap
Administrator for payment to the Swap Provider for such Distribution Date and
any such payments remaining unpaid for any prior Distribution Dates, 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 January 24, 2007 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 required to be purchased pursuant to the applicable
provisions of this Agreement, an amount equal to the sum of (i) 100% of
the Stated Principal Balance remaining unpaid on such Mortgage Loan as
of the date of purchase (including if a foreclosure has already occurred, the
principal balance of the related Mortgage Loan at the time the Mortgaged
Property was acquired), net of any Servicing Advances and Advances attributable
to principal and payable to the purchaser of the Mortgage Loan if such purchaser
is also the Master Servicer of such Mortgage Loan, (ii) accrued and unpaid
interest thereon at the applicable Mortgage Rate through and including the
last
day of the month of such purchase, net of any portion of the Servicing Fee
and
any Servicing Advances and Advances attributable to interest that is payable
to
the purchaser of the Mortgage Loan if such purchaser is also the Master Servicer
of such Mortgage Loan, and (iii) any costs and damages (if any) incurred by
the
Trust in connection with any violation of such Mortgage Loan of any
anti-predatory lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Moody’s and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor or advanced
through the end of the calendar month in which such Final Recovery Determination
was made, calculated in the case of each calendar month during such period
(A)
at an annual rate equal to the annual rate at which interest was then accruing
on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, minus (iii) the proceeds, if
any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer pursuant to this Agreement which have not
been
previously reimbursed. Any charged off Mortgage Loan will give rise to a
Realized Loss at the time it is charged off, as set forth in Section 3.09.
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,
Class X 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,
Class X 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 all of the Class A, Class M and Class B Certificates
bearing interest at an adjustable rate 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 all
classes of Class A, Class M and Class B Certificates bearing interest at an
adjustable rate 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 the REMIC I Group I Regular Interests
and
REMIC I Group II Regular Interests, each as designated in the Preliminary
Statement hereto.
REMIC
I Group I Regular Interests:
REMIC I
Regular Interest I-1-A through REMIC I Regular Interest I-45-B as designated
in
the Preliminary Statement hereto.
REMIC
I Group II Regular Interests:
REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-45-B as designated
in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement and Section
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) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and the related REO Properties then outstanding and (ii) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest AA
minus
the Marker Rate, divided by (b) 12.
REMIC
II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest AA, REMIC II Regular Interest ZZ and
each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest IO) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
a Corresponding Certificate, in each case as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and the related
REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two (2) times the aggregate Uncertificated Principal Balance of each REMIC
II
Regular Interest for which a Class A, Class M or Class B Certificate is a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A, Class M or Class B Certificate is a Corresponding Certificate and
REMIC
II Regular Interest ZZ.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (other than REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
II Required Overcollateralization Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX.
REMIC
II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC II Regular
Interest ending with the designation “Sub”, equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II, as applicable, over (y) the current Certificate
Principal Balance of the related Class A Certificates.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
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
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 February 2010 or (b) the first Distribution Date on which
the Current Specified Enhancement Percentage is greater than or equal to
55.40%.
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 in the prior calendar month 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, the Swap Account, the Swap
Collateral Account and REMIC V Regular Interest IO. For the avoidance of doubt,
the Supplemental Interest Trust, the Swap Agreement, the Swap Account, the
Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle, 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 January 30, 2007, pursuant to which the
Swap Administrator will make payments to the Swap Provider and the Class A,
Class M and Class B Certificateholders, and certain other payments, as such
agreement may be amended or supplemented from time to time.
Swap
Agreement:
The
interest rate swap agreement, dated as of January 30, 2007, between the
Supplemental Interest Trust Trustee and the Swap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit M.
Swap
Collateral Account:
Shall
mean the separate interest-bearing account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Swap Administration
Agreement.
Swap
Credit Support Annex:
The
credit support annex, dated as of January 30, 2007, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
Early Termination:
The
occurrence of an Early Termination Date (as defined in the Swap Agreement)
under
the Swap Agreement.
Swap
LIBOR:
For any
Distribution Date, a per annum rate equal to the Floating Rate Option (as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 10.01.
Swap
Provider:
The
swap provider under the Swap Agreement. Initially, the Swap Provider shall
be
Bear Xxxxxxx Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Trustee, or any successor thereto
or assignee thereof, shall serve as tax administrator hereunder and as agent
for
the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
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 14.44% of the Current Specified Enhancement Percentage,
or (ii) (A) for any Distribution Date from and including the Distribution Date
in February 2009 to and including the Distribution Date in January 2010, the
Cumulative Realized Loss Percentage for such Distribution Date is less than
3.25% plus an additional 1/12th of 2.75% for each Distribution Date thereafter
up to and including the Distribution Date in January 2010, (B) for any
Distribution Date from and including the Distribution Date in February 2010
to
and including the Distribution Date in January 2011, the Cumulative Realized
Loss Percentage for such Distribution Date is less than 6.00% plus an additional
1/12th of 2.00% for each Distribution Date thereafter up to and including the
Distribution Date in January 2011, (C) for any Distribution Date from and
including the Distribution Date in February 2011 to and including the
Distribution Date in January 2012, the Cumulative Realized Loss Percentage
for
such Distribution Date is less than 8.00% plus an additional 1/12th of 1.50%
for
each Distribution Date thereafter up to and including the Distribution Date
in
January 2012, (D) for any Distribution Date from and including the Distribution
Date in February 2012 to and including the Distribution Date in January 2013,
the Cumulative Realized Loss Percentage for such Distribution Date is less
than
9.50% plus an additional 1/12th of 0.50% for each Distribution Date thereafter
up to and including the Distribution Date in January 2013, and (E) for any
Distribution Date thereafter, the Cumulative Realized Loss Percentage for such
Distribution Date is less than 10.00%.
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 0.0150%
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 I-45-A and II-1-A through II-45-A
|
2
|
I-2-A
through I-45-A and II-2-A through II-45-A
|
3
|
I-3-A
through I-45-A and II-2-A through II-45-A
|
4
|
I-4-A
through I-45-A and II-2-A through II-45-A
|
5
|
I-5-A
through I-45-A and II-2-A through II-45-A
|
6
|
I-6-A
through I-45-A and II-2-A through II-45-A
|
7
|
I-7-A
through I-45-A and II-2-A through II-45-A
|
8
|
I-8-A
through I-45-A and II-2-A through II-45-A
|
9
|
I-9-A
through I-45-A and II-2-A through II-45-A
|
10
|
I-10-A
through I-45-A and II-10-A through II-45-A
|
11
|
I-11-A
through I-45-A and II-11-A through II-45-A
|
12
|
I-12-A
through I-45-A and II-12-A through II-45-A
|
13
|
I-13-A
through I-45-A and II-13-A through II-45-A
|
14
|
I-14-A
through I-45-A and II-14-A through II-45-A
|
15
|
I-15-A
through I-45-A and II-15-A through II-45-A
|
16
|
I-16-A
through I-45-A and II-16-A through II-45-A
|
17
|
I-17-A
through I-45-A and II-17-A through II-45-A
|
18
|
I-18-A
through I-45-A and II-18-A through II-45-A
|
19
|
I-19-A
through I-45-A and II-19-A through II-45-A
|
20
|
I-20-A
through I-45-A and II-20-A through II-45-A
|
21
|
I-21-A
through I-45-A and II-21-A through II-45-A
|
22
|
I-22-A
through I-45-A and II-22-A through II-45-A
|
23
|
I-23-A
through I-45-A and II-23-A through II-45-A
|
24
|
I-24-A
through I-45-A and II-24-A through II-45-A
|
25
|
I-25-A
through I-45-A and II-25-A through II-45-A
|
26
|
I-26-A
through I-45-A and II-26-A through II-45-A
|
27
|
I-27-A
through I-45-A and II-27-A through II-45-A
|
28
|
I-28-A
through I-45-A and II-28-A through II-45-A
|
29
|
I-29-A
through I-45-A and II-29-A through II-45-A
|
30
|
I-30-A
through I-45-A and II-30-A through II-45-A
|
31
|
I-31-A
through I-45-A and II-31-A through II-45-A
|
32
|
I-32-A
through I-45-A and II-32-A through II-45-A
|
33
|
I-33-A
through I-45-A and II-33-A through II-45-A
|
34
|
I-34-A
through I-45-A and II-34-A through II-45-A
|
35
|
I-35-A
through I-45-A and II-35-A through II-45-A
|
36
|
I-36-A
through I-45-A and II-36-A through II-45-A
|
37
|
I-37-A
through I-45-A and II-37-A through II-45-A
|
38
|
I-38-A
through I-45-A and II-38-A through II-45-A
|
39
|
I-39-A
through I-45-A and II-39-A through II-45-A
|
40
|
I-40-A
through I-45-A and II-40-A through II-45-A
|
41
|
I-41-A
through I-45-A and II-41-A through II-45-A
|
42
|
I-42-A
through I-45-A and II-42-A through II-45-A
|
43
|
I-43-A
through I-45-A and II-43-A through II-45-A
|
44
|
I-44-A
through I-45-A and II-44-A through II-45-A
|
45
|
I-45-A
and II-45-A
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC V Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests and Class C Interest outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest and Class C Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated principal balance. On each Distribution Date, the Uncertificated
Principal Balance of the REMIC Regular Interests shall be reduced by all
distributions of principal made on such REMIC Regular Interests on such
Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 6.05, and the Uncertificated Principal Balance
of
REMIC II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 6.07(c)(1)(ii). The Uncertificated Principal Balance of
each
REMIC Regular Interest and Class C Interest shall never be less than zero.
With
respect to the Class C Interest as of any date of determination, an amount
equal
to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M and Class B Certificates
then outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Group I Regular Interest ending with the designation
“A”
and any Distribution Date, a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of
10.3350%.
With
respect to each REMIC I Group I Regular Interest ending with the designation
“B”
and any Distribution Date, the greater of (x) a per annum rate equal to the
excess, if any, of (1) 2 multiplied by the weighted average Net Mortgage Rate
of
Loan Group I over (2) 10.3350% and (y) 0.00% per annum.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
10.3350%. With respect to each REMIC I Group II Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group II over (2) 10.3350% and (y) 0.00% per
annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX, and any
Distribution Date, a per annum rate equal to the weighted average of (x) the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “B” for such Distribution Date and (y) the rates
listed below for the REMIC I Regular Interests ending with the designation
“A”
for such Distribution Date, in each case weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest for
such
Distribution Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-6-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-13-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-14-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-15-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-16-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-17-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-18-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-19-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-20-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-21-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-22-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-23-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-24-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-25-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-26-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-27-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-28-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-29-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-30-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-31-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-32-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-33-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-34-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-35-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-36-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-37-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-38-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-39-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-40-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-41-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-42-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-43-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-44-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 1-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group I Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group I Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 2-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group II Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group II Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
2
|
II-2-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
3
|
II-3-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
4
|
II-4-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
5
|
II-5-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
6
|
II-1-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
7
|
II-7-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
8
|
II-8-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
9
|
II-9-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
10
|
II-10-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
11
|
II-11-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
12
|
II-12-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
13
|
II-13-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
14
|
II-14-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
15
|
II-15-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
16
|
II-16-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
17
|
II-17-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
18
|
II-18-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
19
|
II-19-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
20
|
II-20-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
21
|
II-21-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
22
|
II-22-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
23
|
II-23-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
24
|
II-24-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
25
|
II-25-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
26
|
II-26-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
27
|
II-27-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
28
|
II-28-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
29
|
II-29-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
30
|
II-30-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
31
|
II-31-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
32
|
II-32-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
33
|
II-33-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
34
|
II-34-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
35
|
II-35-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
36
|
II-36-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
37
|
II-37-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
38
|
II-38-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
39
|
II-39-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
40
|
II-40-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
41
|
II-41-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
42
|
II-42-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
43
|
II-43-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
44
|
II-44-A
through II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
45
|
II-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
thereafter
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A” for such Distribution Date, over (y) 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 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 January 30, 2007, 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 Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to REMIC I Group I Regular Interests ending
with
the designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group I Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
II Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II for any Distribution Date shall be
allocated first, to REMIC I Group II Regular Interests ending with the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group II Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests (other than REMIC II Regular Interest IO) for any
Distribution Date, (i) the REMIC II Marker Allocation Percentage of the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 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, and (ii) the REMIC
II
Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest
Shortfalls (to the extent not covered by payments by the 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
to
Uncertificated Accrued Interest payable to REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II
Regular Interest 2-Grp and REMIC II Regular Interest XX, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
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 2007-SL1, Mortgage-Backed Certificates, Series
2007-SL1,”
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 2007-SL1,
Mortgage-Backed Certificates, Series 2007-SL1,” 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 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 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 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.
(xi) With
respect to each Group II Mortgage Loan, information regarding the Mortgagor
credit files related to such Mortgage Loan has been and will continue to be
furnished to credit reporting agencies in compliance with the provisions of
the
Fair Credit Reporting Act and the applicable implementing
regulations.
(xii) In
connection with the Group II Mortgage Loans, the Master Servicer shall not
collect any prepayment premium in any instance when the Mortgage debt is
accelerated through foreclosure sale or other payment as the result of the
Mortgagor’s default under the terms of the related security
instrument.
(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 Xxx
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller to
sell the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same.
(vii) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), the Seller
hereby remakes and restates each of the representations and warranties set
forth
in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
Trustee to the same extent as if fully set forth herein.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
related Certificateholders in any Mortgage Loan, the party discovering such
breach shall give prompt written notice thereof to the other parties. Any breach
of a representation or warranty contained in clauses (c), (q) and (s) in respect
of a Group II Mortgage Loan and clauses (z) through (ll) of Section 7 of the
Mortgage Loan Purchase Agreement, shall be deemed to materially adversely affect
the interests of the related Certificateholders. The Seller hereby covenants,
with respect to the representations and warranties set forth in the Mortgage
Loan Purchase Agreement with respect to the Mortgage Loans, that within 90
days
of the discovery of a breach of any representation or warranty set forth therein
that materially and adversely affects the interests of the Certificateholders
in
any Mortgage Loan, it shall cure such breach in all material respects and,
if
such breach is not so cured, (i) if such 90 day period expires prior to the
second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted
Mortgage Loan”) from the Trust Fund and substitute in its place a Replacement
Mortgage Loan, in the manner and subject to the conditions set forth in this
Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from
the Trustee at the Purchase Price in the manner set forth below; provided that
any such substitution pursuant to (i) above or repurchase pursuant to (ii)
above
shall not be effected prior to the delivery to the Trustee of an Opinion of
Counsel if required by Section 2.05 hereof and any such substitution pursuant
to
(i) above shall not be effected prior to the additional delivery to the Trustee
of a Request for Release. The Trustee shall give prompt written notice to the
parties hereto of the Seller’s failure to cure such breach as set forth in the
preceding sentence. The Seller shall promptly reimburse the Master Servicer
and
the Trustee for any expenses reasonably incurred by the Master Servicer or
the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, the Seller shall, unless
it
cures such breach in a timely fashion pursuant to this Section 2.03, promptly
notify the Master Servicer whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to
the
representations and warranties with respect to the Mortgage Loans that are
made
to the best of the Seller’s knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Seller, the Trustee or the Custodian that
the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, notwithstanding the Seller’s lack of knowledge with respect to the
substance of such representation or warranty, the Seller shall nevertheless
be
required to cure, substitute for or repurchase the affected Mortgage Loan in
accordance with the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Seller (pursuant to
the
Mortgage Loan Purchase Agreement) shall deliver to the Trustee or the Custodian
on its behalf for the benefit of the Certificateholders such documents and
agreements as are required by Section 2.01. No substitution will be made in
any
calendar month after the Determination Date for such month. Notwithstanding
the
foregoing, such substitution must be done within two years of the Closing Date.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
Seller. For the month of substitution, distributions to Certificateholders
will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to
reflect the removal of 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.
The
servicing of such released Mortgage Loan and the fees therefor shall be governed
by a separate servicing agreement, which servicing provisions shall be
substantially in the form of such provisions in 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 2008, an Officer’s Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge, based on such review, each
such party has fulfilled all of its obligations under this Agreement in all
material respects throughout such year or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
In the event that the 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 2008, a report signed by an authorized officer of
such party regarding such Attesting Party’s assessment of compliance (an
“Assessment of Compliance”) with the Servicing Criteria during the preceding
calendar year. The Assessment of Compliance, as set forth in Regulation AB,
must
contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the related Attesting Party;
(b) A
statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit O hereto, and which will also be attached to the Assessment
of Compliance, to assess compliance with the Servicing Criteria applicable
to
the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
such Attesting Party, which statement shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such Attesting Party, that are backed by the same
asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit O hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund.
On
or
before March 15th of each calendar year beginning in 2008, each Attesting Party
shall furnish to the Master Servicer, the Depositor and the Trustee a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall 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 2008, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
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, EMC shall
have the right to purchase any such Mortgage Loan or REO Property from the
Trust
at a price equal to the Purchase Price; provided however (i) that such Mortgage
Loan is still 90 days or more delinquent or is an REO Property as of the date
of
such purchase and (ii) this purchase option, if not theretofore exercised,
shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by the Seller to a third party, including a holder of a Class
of
Certificates.
If
at any
time EMC remits to the Master Servicer a payment for deposit in the
Protected Account covering the amount of the Purchase Price for such a Mortgage
Loan, and EMC provides to the Trustee a certification signed by a Servicing
Officer stating that the amount of such payment has been deposited in the
Protected Account, then the Trustee shall execute the assignment of such
Mortgage Loan prepared and delivered to the Trustee, at the request of EMC,
without recourse, representation or warranty, to EMC which shall succeed to
all the Trustee’s right, title and interest in and to such Mortgage Loan, and
all security and documents relative thereto. Such assignment shall be an
assignment outright and not for security. EMC will thereupon own such Mortgage,
and all such security and documents, free of any further obligation to the
Trustee or the Certificateholders with respect thereto.
Section
3.20 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) Pursuant
to the Swap Adminstration Agreement, the Supplemental Interest Trust shall
be
established and maintained in the name of the Supplemental Interest Trust
Trustee, as a separate trust, the corpus of which shall be held by the
Supplemental Interest Trust Trustee, for the benefit of the Holders of the
Class
A, 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. Amounts in the Swap Account shall, at the direction of the Majority
Class C Certificateholder, be invested in Permitted Investments that mature
no
later than the Business Day prior to the next succeeding Distribution Date.
All
net income and gain from such investments shall be distributed to the Majority
Class C Certificateholder, not as a distribution in respect of any interest
in
any REMIC, on such Distribution Date. In the absence of written investment
instructions to the Trustee, amounts on deposit in the Swap Account shall remain
uninvested. All amounts earned on amounts on deposit in the Swap Account shall
be taxable to the Majority Class C Certificateholder. Any losses on such
investments shall be deposited in the Swap Account by the Majority Class C
Certificateholder out of its own funds immediately as realized. In performing
its duties hereunder and under the Swap Agreement and the rights in respect
of
the Swap Administration Agreement, the Supplemental Interest Trust Trustee
shall
be entitled to the same rights, protections and indemnities as provided to
the
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 2007-SL1, Mortgage-Backed Certificates,
Series 2007-SL1”. 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)(4) 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)(4). Any amount paid to the Holders of Class A, Class M or
Class B Certificates from amounts distributable pursuant to clauses (C) and
(D)
of Section 5.04(a)(4) pursuant to the preceding sentence in respect of Basis
Risk Shortfall Carry Forward Amounts shall be treated as distributed to the
Class 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 other than to the extent
already paid by the Swap Administrator on behalf of the Supplemental Interest
Trust Trustee from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) payable by the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, to the Swap Provider pursuant to the Swap
Agreement shall be deducted from Interest Funds, and to the extent of any such
remaining amounts due, from Principal Funds, prior to any distributions to
the
Certificateholders. On or before each Distribution Date, such amounts shall
be
remitted to the Swap Administrator, and deposited into the Swap Account, first
to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap
Agreement for such Distribution Date and for prior Distribution Dates, if any,
and second to make any Swap Termination Payment (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator on behalf of the Supplemental Interest Trust Trustee from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date and for prior Distribution Dates, if any. For federal income tax purposes,
such amounts paid to the Supplemental Interest Trust on each Distribution Date
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC 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)(4) to the Swap Provider. In addition, the Swap Administrator
shall remit to the Swap Provider any Swap Optional Termination Payment paid
as
part of the Mortgage Loan Purchase Price and remitted to the Supplemental
Interest Trust pursuant to Section 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, on a pro rata basis, (a) to pay Current Interest
and any Interest Carry Forward Amount for each such Class to the extent due
to
the interest portion of a Realized Loss, in each case to the extent not fully
paid pursuant to Section 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
to the Class A Certificates, any Basis Risk Shortfall Carry Forward Amounts
for
such Distribution Date, on a pro rata basis, based on the entitlement of each
such Class, and then, to pay 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, 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)(4) for such Distribution Date. For the avoidance of doubt, any amounts
distributable pursuant to this clause (iv) shall be limited to rebuilding
overcollateralization to the extent overcollateralization has been reduced
through Realized Losses.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Majority
Class C Certificateholder
shall be the beneficial owner of the Reserve Fund, subject to the power of
the
Trustee to transfer amounts under Section 5.04. Amounts in the Reserve Fund
shall, at the written direction of the Majority
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 Majority
Class C
Certificateholders,
pro
rata,
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 Majority
Class C
Certificateholder. Any losses on such investments shall be deposited in the
Reserve Fund by the Majority
Class C Certificateholder,
pro
rata,
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) Upon
a
Swap Early Termination other than in connection with the Optional Termination
of
the Trust, the Swap Administrator, pursuant to the Swap Administration
Agreement, will use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Swap Agreement, with a successor swap provider meeting all applicable
eligibility requirements. If the Swap Administrator receives a Swap Termination
Payment from the Swap Provider in connection with such Swap Early Termination,
the Swap Administrator will apply such Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Swap
Administrator is required to pay a Swap Termination Payment to the Swap Provider
in connection with such Swap Early Termination, the Swap Administrator will
apply any upfront payment received from the successor swap provider to pay
such
Swap Termination Payment. If the Swap Administrator is unable to appoint a
successor swap provider within 30 days of the Swap Early Termination, then
the
Swap Administrator will deposit any Swap Termination Payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Swap Administrator by the
original Swap Provider calculated in accordance with the terms of the original
Swap Agreement, and distribute such amount to the Holders of the Class A, Class
M and Class B Certificates or for such other purpose specified in the Swap
Administration Agreement in accordance with the terms thereof.
(h) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall (provided the Supplemental Interest Trust Trustee has actual
knowledge of such failure, breach or occurance by the Swap Provider)
immediately, but no later than the next Business Day following such failure,
breach, or occurrence, notify the Depositor and send any notices and make any
demands, on behalf of the Supplemental Interest Trust, in accordance with the
Swap Agreement.
(i) In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Swap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Supplemental Interest Trust
Trustee shall, as soon as practicable, but no later than two (2) Business Days
after the Swap Provider’s failure to pay, demand that the Guarantor make any and
all payments then required to be made by the Guarantor pursuant to such
Guaranty. The Swap Provider or the Depositor shall promptly provide the
Supplemental Interest Trust Trustee with a copy of such Guaranty; provided
that,
the Supplemental Interest Trust Trustee shall in no event be liable for any
failure or delay in the performance by the Swap Provider or any Guarantor of
its
obligations hereunder or pursuant to the Swap Agreement and the Guaranty, nor
for any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
(j) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the related replacement interest rate swap agreement to the
Depositor.
Section
3.22 [Reserved]
Section
3.23 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
3.24 Advancing
Facility.
(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
with the consent of the Master Servicer in the case of the Trustee and, in
each
case, with notice to the Rating Agencies, is hereby authorized to enter into
a
facility (the “Advancing Facility”) with any Person which provides that such
Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
the Trust Fund under this Agreement, although no such facility shall reduce
or
otherwise affect the Master Servicer’s obligation to fund such Advances and/or
Servicing Advances. If the Master Servicer enters into such an Advancing
Facility pursuant to this Section 3.24, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, confirming its
receipt of notice of the existence of such Advancing Facility. To the extent
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trustee with notice acknowledged by the Servicer that such Advancing Person
is entitled to reimbursement, such Advancing Person shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided
in Section 3.24(b). Such notice from the Advancing Person must specify the
amount of the reimbursement, the Section of this Agreement that permits the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advancing Facility that entitle the Advancing Person to request
reimbursement from the Trustee, rather than the Master Servicer, and include
the
Master Servicer’s acknowledgment thereto or proof of an Event of Default under
the Advancing Facility. The Trustee shall have no duty or liability with respect
to any calculation of any reimbursement to be paid to an Advancing Person and
shall be entitled to rely without independent investigation on the Advancing
Person’s notice provided pursuant to this Section 3.24. An Advancing Person
whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a Master
Servicer or a subservicer pursuant to Section 8.02 hereof and will not be deemed
to be a subservicer under this Agreement.
(b) If
an
Advancing Facility is entered into, then the Master Servicer shall not be
permitted to reimburse itself therefor under Section 4.02(a)(ii), Section
4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 4.02. The Trustee is hereby
authorized to pay to the Advancing Person, reimbursements for Advances and
Servicing Advances from the Distribution Account to the same extent the Master
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii)
or Section 4.02(a)(v), as the case may be, had the Master Servicer itself funded
such Advance or Servicing Advance. The Trustee is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.24 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.24, including amendments to add provisions
relating to a Successor Master Servicer, may be entered into by the Trustee
and
the Master Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
ACCOUNTS
Section
4.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Master Servicer shall make reasonable efforts in accordance with customary
and
usual standards of practice of prudent mortgage lenders in the respective states
in which the Mortgaged Properties are located to collect all payments called
for
under the terms and provisions of the Mortgage Loans to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any related Required Insurance Policy. Consistent with the foregoing, the
Master Servicer may in its discretion (i) waive any late payment charge and
(ii)
extend the due dates for payments due on a Mortgage Note for a period not
greater than 125 days. In the event of any such arrangement, the Master Servicer
shall make Advances on the related Mortgage Loan during the scheduled period
in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled
to
reimbursement therefor in accordance with Section 5.01. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In
addition, if (x) a Mortgage Loan is in default or default is reasonably
foreseeable, 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 2007-SL1”. 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 Distribution Account
Deposit Date and shall not be sold or disposed of prior to its maturity.
All such Permitted Investments shall be made in the name of the Trustee, for
the
benefit of the Certificateholders. All income and gain net of any losses
realized from any such investment shall be for the benefit of the Master
Servicer as servicing compensation and shall be remitted to it monthly as
provided herein. The amount of any losses incurred in the 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. If the Master Servicer fails to remit any funds due by the
time designated herein, the Master Servicer shall pay to the Trustee, out of
its
own funds, interest accrued at the prime rate as set forth in the Wall Street
Journal, from and including the applicable due date, to but excluding the day
such funds are paid to the Trustee.
The
Master Servicer 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 for each Loan Group 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 constituting the portion of such Advance that
is
not deemed Nonrecoverable,
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 for each Loan Group and Principal Distribution Amount for such
Distribution Date shall be withdrawn by the Trustee from the Distribution
Account and distributed in the following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) From
Interest Funds in respect of:
(i) |
Loan
Group I, to the Class I-A Certificates, the Current Interest and
any
Interest Carry Forward Amount for such Class;
and
|
(ii) |
Loan
Group II, to the Class II-A Certificates, the Current Interest and
any
Interest Carry Forward Amount for such
Class;
|
(B) From
Interest Funds in respect of:
(i) |
Loan
Group I, to the Class II-A Certificates, the remaining Current Interest,
if any, and the remaining Interest Carry Forward Amount, if any,
for such
Class, in accordance with the amount of accrued interest due thereon,
in
each case to the extent not paid pursuant to clause (1)(A)(ii)
above;
|
(ii) |
Loan
Group II, to the Class I-A Certificates, the remaining Current Interest,
if any, and the remaining Interest Carry Forward Amount, if any,
for such
Class, in accordance with the amount of accrued interest due thereon,
in
each case to the extent not paid pursuant to clause (1)(A)(i)
above;
|
(C) From
remaining Interest Funds in respect of both Loan Groups, sequentially to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2, Class B-3 and Class B-4 Certificates, in that order, the Current
Interest for each such Class.
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) On
each
Distribution Date, the Principal Distribution Amount shall be distributed in
the
following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
(i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, to the Class
I-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero;
(ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
(iii) |
To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
(iv) |
To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
(v) |
To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
(vi) |
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, until the Certificate Principal
Balance
thereof is reduced to zero;
|
(vii) |
To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, 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, 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, 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, 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, until the Certificate Principal
Balance
thereof is reduced to zero.
|
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
(i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) From
the
Group I Principal Distribution Amount for such Distribution Date, to the Class
I-A Certificates, the Class I-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero; and
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, the Class II-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero;
(ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount 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) Notwithstanding
the provisions of clauses (2)(A) and (B) above, if on any Distribution Date
the
Class A Certificates related to a Loan Group are no longer outstanding, the
pro
rata
portion
of the Group I Principal Distribution Amount or Group II Principal Distribution
Amount, as applicable, or the Class I-A Principal Distribution Amount or Class
II-A Principal Distribution Amount, as applicable, otherwise allocable to such
Class A Certificates will be allocated to the remaining Classes of Class A
Certificates pro
rata
in the
same manner and order of priority described above; and
(4) Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount will be applied as Excess Cashflow and shall be distributed
in
the following manner and order of priority:
(A) to
the
Class A Certificates, (a) first,
any
remaining Interest Carry Forward Amount due with respect to each such Class
to
the extent not fully paid pursuant to clause (a)(1) above and Section 3.21(d),
and (b) second,
any
Unpaid Realized Loss Amount for each such Class for such Distribution
Date,
pro
rata,
in
accordance with the Applied Realized Loss Amount allocated to each such Class
to
the extent not fully paid pursuant to Section 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 Classes
of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
such
Classes for such Distribution Date, on a pro
rata
basis,
based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
such Class, 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, first, to the Class A Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, 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 (other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee);
(G) from
any
remaining Excess Cashflow, to the Class 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; thirteenth, to the related
Class of Class A Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero; and fourteenth,
to the unrelated Class of Class A Certificate,
until
the Certificate Principal Balances thereof has been reduced to zero. All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or the Class C Interest
on any Distribution Date shall be made by reducing the Certificate Principal
Balance or Uncertificated Principal Balance thereof by the amount so allocated;
any allocation of Realized Losses to the Excess Spread shall be made by reducing
the amount otherwise payable in respect of the Class C Interest and the Class
C
Certificates pursuant to clause (G) of Section 5.04(a)(4).
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 Class A, Class M and Class B Certificates as of such
Distribution Date, 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 Group I Mortgage Loans shall be allocated on each
Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-45-B, starting with the lowest numerical denomination until the
Uncertificated Principal Balance of each such REMIC I Regular Interest has
been
reduced to zero, provided that, for REMIC I Group I Regular Interests with
the
same numerical denomination, such Realized Losses shall be allocated
pro
rata
between
such REMIC I Regular Interests. All Realized Losses on the Group II Mortgage
Loans shall be allocated on each Distribution Date to REMIC I Regular Interest
II-1-A through REMIC I Regular Interest II-45-B, starting with the lowest
numerical denomination until the Uncertificated Principal Balance of each such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC
I
Group II Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated pro
rata
between
such REMIC I Regular Interests.
(ii) The
REMIC
II Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date to the following
REMIC II Regular Interests in the following specified percentages: first, to
Uncertificated Accrued Interest payable to 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; thirteenth, to the Uncertificated
Principal Balance of REMIC II Regular Interest AA, 98.00%, to the Uncertificated
Principal Balances of the related REMIC II Regular Interests I-A and II-A,
1.00%
pro
rata,
and to
the Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC II Regular Interests
I-A and II-A have been reduced to zero; and fourteenth, to the Uncertificated
Principal Balance of REMIC II Regular Interest AA, 98.00%, to the Uncertificated
Principal Balances of the unrelated REMIC II Regular Interests I-A and II-A,
1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC II Regular Interests
I-A and II-A have been reduced to zero.
(iii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date after all
distributions have been made on each Distribution Date first, so as to keep
the
Uncertificated Principal Balance of each REMIC II Regular Interest ending with
the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group; second, to each REMIC II
Regular Interest ending with the designation “Sub”, so that the Uncertificated
Principal Balance of each such REMIC II Regular Interest is equal to 0.01%
of
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current aggregate Certificate Principal
Balance of the Class A Certificates related to such Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the REMIC II Subordinated Balance Ratio is maintained);
and
third, to REMIC II Regular Interest XX.
Section
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 Class A, Class M and Class B 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,
the
Swap Collateral Account and any rights or obligations in respect of the Swap
Administration Agreement). The REMIC I Regular Interests shall constitute the
assets of REMIC II. The REMIC II Regular Interests shall constitute the assets
of REMIC III. The Class C Interest shall constitute the assets of REMIC IV.
The
Class IO Interest shall constitute the assets of REMIC V.
(b) (1)On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Group I Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group I, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests I-1-A through I-45-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group I, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests I-1-A through I-45-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balances of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(2) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Group II Regular Interests or withdrawn from the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group II, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests II-1-A through II-45-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of Interest Funds and Principal Funds for Loan Group II, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests II-1-A through II-45-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balances of each
such
REMIC I Regular Interest is reduced to zero; provided that, for REMIC I Group
II
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro
rata
between
such REMIC I Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(3) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
shall be deemed distributed to the REMIC I Regular Interests, pro
rata, provided
that such amounts shall not reduce the Uncertificated Principal Balances of the
REMIC I Regular Interests.
(c) (1) On
each
Distribution Date, the following amounts with respect to all Loan Groups, in
the
following order of priority, shall be distributed by REMIC II to REMIC III
on
account of the REMIC II Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-2 Certificates, as the
case may be:
(i) from
Interest Funds and Principal Funds for all Loan Groups, in each case determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC II Regular Interest IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the REMIC II Marker Allocation Percentage of the Interest Funds and
Principal Funds for all Loan Groups, in each case determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of each REMIC II Regular
Interest (other than REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp,
XX
and IO), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
shall
be reduced when the REMIC II Overcollateralization Amount is less than the
REMIC
II Required Overcollateralization Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC II Regular
Interest for which a Class A, Class M or Class B Certificate is the
Corresponding Certificate in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by such amount;
(iii) to
the
extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds
and
Principal Funds for all Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of REMIC II Regular Interest
1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC
II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro
rata,
an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interest
IO)
in an amount equal to the REMIC II Marker Allocation Percentage of the remainder
of the Interest Funds and Principal Funds for all Loan Groups, in each case
determined without regard to the related clause (2)(ii) of the definitions
thereof, after the distributions made pursuant to clauses (i), (ii) and (iii)
above, allocated as follows:
(A) 98%
of
such remainder to the holders of REMIC II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A, Class M or Class B Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero; and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-2 Certificates; and
(v) to
the
holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation
Percentage of the remainder of the Interest Funds and Principal Funds for all
Loan Groups, in each case determined without regard to the related clause
(2)(ii) of the definitions thereof, after the distributions made pursuant to
clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated
Principal Balance of each REMIC II Regular Interest ending with the designation
“Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group; second, to each REMIC II Regular Interest
ending with the designation “Sub”, so that the Uncertificated Principal Balance
of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current aggregate Certificate Principal Balance of the Class
A Certificates related to such Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that
the
REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular
Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; and fourth, any remaining amount to the Holders
of
the Class R-2 Certificates.
(2) On
each
Distribution Date, 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)(4)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class C Distribution Amount
distributable to the Class C Interest, and 100% of the Prepayment Charges deemed
distributed on the REMIC II Regular Interests shall be deemed distributed from
REMIC III to REMIC IV in respect of the Class C Interest.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO on such date shall be deemed distributed by REMIC III to REMIC
V in
respect of the Class IO Interest. Such amounts shall be deemed distributed
by
REMIC V in respect of REMIC V Regular Interest IO for deposit into the
Supplemental Interest Trust.
ARTICLE
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
|
|||
I-A
|
$ 100,000
|
$1.00
|
$ 227,336,000.00
|
|||
II-A
|
$ 100,000
|
$1.00
|
$ 24,050,000.00
|
|||
M-1
|
$ 100,000
|
$1.00
|
$ 19,123,000.00
|
|||
M-2
|
$ 100,000
|
$1.00
|
$ 18,428,000.00
|
|||
M-3
|
$ 100,000
|
$1.00
|
$ 6,433,000.00
|
|||
M-4
|
$ 100,000
|
$1.00
|
$ 7,997,000.00
|
|||
M-5
|
$ 100,000
|
$1.00
|
$ 6,954,000.00
|
|||
M-6
|
$ 100,000
|
$1.00
|
$ 5,389,000.00
|
|||
B-1
|
$ 100,000
|
$1.00
|
$ 4,868,000.00
|
|||
B-2
|
$ 100,000
|
$1.00
|
$ 4,173,000.00
|
|||
B-3
|
$ 100,000
|
$1.00
|
$ 4,173,000.00
|
|||
B-4
|
$ 100,000
|
$1.00
|
$ 4,346,000.00
|
|||
C
|
10%
|
1%
|
$ 347,700,184.99
(1
|
|||
X
|
100%
|
X/X
|
X/X
|
|||
X-0
|
000%
|
X/X
|
X/X
|
|||
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 (1) provides to the Trustee the appropriate tax
certification form that would eliminate any withholding or deduction for taxes
from amounts payable by the Swap Provider, pursuant to the Swap Agreement,
to
the Swap Administrator on behalf of the Supplemental Interest Trust (i.e.,
IRS
Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any
successor form thereto), together with any applicable attachments) and (2)
agrees to update such form (a) upon expiration of any such form, (b) as required
under then applicable U.S. Treasury regulations and (c) promptly upon learning
that such form has become obsolete or incorrect, each as a condition to such
transfer. In addition, no transfer of any Class C Certificate shall be made
if
such transfer would cause the Supplemental Interest Trust to be beneficially
owned by two or more persons for federal income tax purposes, or continue to
be
so treated, unless (i) each proposed transferee of such Class C Certificate
complies with the foregoing conditions, (ii) the proposed majority holder of
the
Class C Certificates (or each holder, if there is or would be no majority
holder) (A) provides, or causes to be provided, on behalf of the Supplemental
Interest Trust, if applicable, to the Trustee, the appropriate tax certification
form that would be required from the Supplemental Interest Trust to eliminate
any withholding or deduction for taxes from amounts payable by the Swap
Provider, pursuant to the Swap Agreement, to the Swap Administrator on behalf
of
the Supplemental Interest Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX,
X-0XXX or W-8ECI, as applicable (or any successor form thereto), together with
any applicable attachments) and (B) agrees to update such form (x) upon
expiration of any such form, (y) as required under then applicable U.S. Treasury
regulations and (z) promptly upon learning that such form has become obsolete
or
incorrect. If, under applicable U.S. Treasury regulations, such tax
certification form may only be signed by a trustee acting on behalf of the
Supplemental Interest Trust, then the Supplemental Interest Trust Trustee shall
sign such certification form if so requested by a holder of the Class C
Certificates. Upon receipt of any tax certification form pursuant to the
conditions set forth in the preceding sentences from a holder of any Class
C
Certificate, the Trustee shall forward such tax certification form to the
Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall forward such tax certification form provided to it to the Swap Provider.
Each holder of a Class C Certificate and each transferee thereof shall be deemed
to have consented to the Supplemental Interest Trust Trustee forwarding to
the
Swap Provider any tax certification form it has provided and updated in
accordance with these transfer restrictions.
Any
purported sales or transfers of any Class C Certificate to a transferee which
does not comply with the requirements of this paragraph shall be deemed null
and
void under this Agreement.
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 (I) Prohibited Transaction Class Exemption (“PTCE”) 95-60 or
(II) except in the case of a Subordinated Certificate, PTCE 84-14, 90-1,
91-38 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 or (ii) (1) it is an insurance company, (2) the source of
funds
used to acquire or hold the certificate or interest therein is an “insurance
company general account,” as such term is defined in PTCE 95-60, and (3) the
conditions in 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. This indemnity shall survive the resignation or removal of the Trustee
or
Master Servicer and the termination of this Agreement.
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 or the Custodian shall be
indemnified by the Trust and held harmless thereby against any loss, liability
or expense (including reasonable legal fees and disbursements of counsel)
incurred on their part that may be sustained in connection with, arising out
of,
or related to, any claim or legal action (including any pending or threatened
claim or legal action) relating to this Agreement, the Custodial Agreement
or
the Certificates, other than (i) in the case of the Master Servicer or the
Trustee, (x) any such loss, liability or expense related to the Master
Servicer’s or the Trustee’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 or the Trustee’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, and (ii) 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. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.
(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 (viii) of this Section
8.01 shall occur, the Trustee shall, by notice in writing to the Master
Servicer, which may be delivered by telecopy, immediately terminate all of
the
rights and obligations of the Master Servicer thereafter arising under this
Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Advances and other advances of its
own
funds, and the Trustee shall act as provided in Section 8.02 to carry out the
duties of the Master Servicer, including the obligation to make any Advance
the
nonpayment of which was an Event of Default described in clause (viii) 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 greater than 50% of the Voting Rights may,
on
behalf of all Certificateholders, waive any default by the Master Servicer
in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
distribution on the Certificates. Upon any such waiver of a past default, such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of
this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating
Agencies.
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, the Swap Administrator and the Supplemental Interest Trust Trustee
are
hereby directed by the Depositor to execute, deliver and perform its respective
obligations under the Swap Administration Agreement and to perform the
obligations of the Trustee, the Swap Administrator and the Supplemental Interest
Trust Trustee, respectively, thereunder on the Closing Date and thereafter
on
behalf of the Holders of the Certificates (and any amendments or supplements
to
the Swap Administration Agreement as may be requested by the Majority Class
C
Certificateholder regarding the distributions to be made to it or its designees
thereunder). The Seller, the Master Servicer, the Depositor and the
Certificateholders by acceptance of their Certificates acknowledge and agree
that the Trustee, the Swap Administrator and the Supplemental Interest Trust
Trustee shall execute, deliver and perform its respective obligations under
the
Swap Administration Agreement and shall do so solely in its capacity as Trustee,
the Swap Administrator and the Supplemental Interest Trust Trustee and not
in
its individual capacity. Amounts payable by the Trustee on any Distribution
Date
to the Swap Administrator shall be paid by the Trustee as provided herein.
The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
in
its individual capacity shall have no responsibility for any of the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as
Supplemental Interest Trust Trustee under the Swap Agreement. The Swap
Administrator shall not have any liability for any failure or delay in payments
to the Trust which are required under the Swap Administration Agreement where
such failure or delay is due to the failure or delay of the Swap Provider in
making such payment to the Swap Administrator. LaSalle Bank National
Association, 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 greater than 50% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in multiple copies, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered by the successor trustee to the Master Servicer,
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, on a pro rata basis. 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 (unless otherwise expressly
permitted in this Agreement) (a) sell or permit the sale of all or any portion
of the Mortgage Loans or of any investment of deposits in an Account unless
such
sale is as a result of a repurchase of the Mortgage Loans pursuant to this
Agreement or the Trustee 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.
For
the
avoidance of doubt, notwithstanding anything stated to the contrary herein,
neither the related Supplemental Interest Trust Trustee nor the Swap
Administrator nor the Trustee shall have any responsibility for the entity-level
tax filing or tax preparation of the related Supplemental Interest
Trust.
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 in writing (which may be done by facsimile) (in accordance with
the
applicable provision of the Swap Agreement) and by phone 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 (in accordance with the applicable provision of the Swap
Agreement) confirming (a) its receipt of the Mortgage Loan Purchase Price (other
than the Swap Optional Termination Payment) and the Estimated Swap Termination
Payment and (b) that all other requirements of the Optional Termination have
been met. Upon the Trustee’s providing the notice described in the preceding
sentence, the Optional Termination shall become irrevocable, the notice to
Certificateholders of such Optional Termination provided pursuant to 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
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Protected 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 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
Protected 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 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 enter into any amendment that could
reasonably be expected to have a material adverse effect on the interests
of the Swap Provider (excluding, for the avoidance of doubt, any amendment
to this Agreement that is entered into solely for the purpose of appointing
a
successor servicer, master servicer, securities administrator, trustee or other
service provider) without the prior written consent of the Swap Provider, which
consent shall not be unreasonably withheld, conditioned or delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the 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 2007-SL1
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/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title:
Vice President
EMC
MORTGAGE CORPORATION,
as
Seller
and as Master Servicer
By:
/s/ Xxxxx
Xxxx
Name:
Xxxxx Xxxx
Title:
Senior 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
30th day of January, 2007, before me, a notary public in and for said State,
appeared -__________________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Bear Xxxxxxx Asset
Backed Securities I LLC, one of the companies that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
such limited liability company and acknowledged to me that such limited
liability company executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
______________________________
Notary
Public
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
this
30th day of January, 2007, before me, a notary public in and for said State,
appeared _______________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of EMC Mortgage Corporation, one
of
the corporations that executed the within instrument, and also known to me
to be
the person who executed it on behalf of such corporation and acknowledged to
me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
______________________________
Notary
Public
[Notarial
Seal]
STATE
OF ILLINOIS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF XXXX
|
)
|
On
this
30th day of January, 2007, before me, a notary public in and for said State,
appeared _________________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of LaSalle Bank National Association
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
______________________________
Notary
Public
[Notarial
Seal]
EXHIBIT
A-1
Form
of
Class A Certificates
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE 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 AGREEMENT (AS DEFINED BELOW).
Certificate
No. 1
|
Adjustable
Rate
|
Class
[I][II]-A Senior
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
January
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
February
25, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
March
25, 2037
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL1
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I][II]-A Certificates with respect to a Trust Fund consisting primarily
of a
pool of conventional, closed-end, second lien, one- to four-family fixed
interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES
I
LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer 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, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to make the representations in Section 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:
____________, 2007
|
LASALLE
BANK NATIONAL ASSOCIATION
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I][II]-A Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
Authorized signatory of
LaSalle
Bank National Association , not in its
individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within 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.
NO
TRANSFER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE MADE EXCEPT IN
ACCORDANCE WITH SECTION 6.02(h)
OF THE 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:
January
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
February
25, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
March
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL1
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, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
No
transfer of a Certificate or beneficial ownership shall be made except in
accordance with 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:
____________, 2007
|
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] [NO
TRANSFER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE MADE EXCEPT IN
ACCORDANCE WITH SECTION 6.02(h)
OF THE 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] [NOTWITHSTANDING THE PREVIOUS PARAGRAPH, A
CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS CERTIFICATE
FOR SO LONG AS THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. ANY TRANSFEREE
OF
THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE
OR
HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT SUCH TRANSFEREE IS
A
“QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE 1933
ACT.]
[For
the Class 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]
|
Class
B-[1][2][3][4] Subordinate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
January
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
February
25, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
March
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL1
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.
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.
[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.]
[For
the
Class B-4 Certificates] [Notwithstanding the foregoing, the certifications
will
not be required with respect to the transfer of this Certificate to a
Depository, or for any subsequent transfer of this Certificate for so long
as
this Certificate is a Book-Entry Certificate.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Certificates
evidencing over 50% of the Voting Rights, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
[For
the
Class B-1, Class B-2 and Class B-3 Certificates] [No
transfer of a Certificate or beneficial ownership shall be made except in
accordance with 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:
____________, 2007
|
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 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 THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR
TAXES
FROM AMOUNTS PAYABLE TO THE SWAP ADMINISTRATOR, ON BEHALF OF THE RELATED
SUPPLEMENTAL INTEREST TRUST, PURSUANT TO THE RELATED INTEREST RATE SWAP
AGREEMENT BY THE RELATED SWAP PROVIDER (I.E., IRS FORM W-9 OR IRS FORM W-8BEN,
W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)),
AND
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 SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, AND IN THE CASE
OF ANY
TRANSFER OF THE CLASS C CERTIFICATES THAT WOULD CAUSE THE RELATED SUPPLEMENTAL
INTEREST TRUST TO BE BENEFICIALLY OWNED BY TWO OR MORE PERSONS FOR FEDERAL
INCOME TAX PURPOSES, AGREES TO COMPLY WITH SUCH OTHER PROVISIONS IN THE
AGREEMENT AS MAY APPLY IN SUCH CASE, EACH AS A CONDITION TO SUCH TRANSFER.
UNDER
THE AGREEMENT, UPON RECEIPT OF ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE
OF ANY CLASS C CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
FORM PROVIDED TO IT TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE SUPPLEMENTAL
INTEREST TRUST TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION FORM PROVIDED
TO IT
TO THE SWAP PROVIDER. EACH HOLDER OF A CLASS C CERTIFICATE AND EACH TRANSFEREE
THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE SUPPLEMENTAL INTEREST TRUST
TRUSTEE FORWARDING TO THE SWAP PROVIDER ANY SUCH TAX CERTIFICATION FORM IT
HAS
PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY
PURPORTED SALES OR TRANSFERS OF ANY CLASS C CERTIFICATE TO A TRANSFEREE WHICH
DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER
THE
AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 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:
January
1, 2007
|
Initial
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
First
Distribution Date:
February
25, 2007
|
Aggregate
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
March
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL1
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, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans 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:
____________, 2007
|
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:
January
1, 2007
|
|
First
Distribution Date:
February
25, 2007
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
March
25, 2037
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL1
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 either
(i)
the Trustee shall have received the opinion of counsel set forth in Section
6.02(h) of the Agreement or (ii) the transferee of such certificate provides,
in
accordance with Section 6.02 of the Agreement, a representation in the form
described under the Agreement, or a deemed representation in the case of
a
Global Certificate,
to the
effect 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, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans 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:
____________, 2007
|
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:
January
1, 2007
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2007-SL1
MORTGAGE-BACKED
CERTIFICATE
SERIES
2007-SL1
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, or with the consent of the Holders
of
each Class of Certificates affected thereby evidencing over 50% of the Voting
Rights of such Class or Classes, as applicable. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans 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:
____________, 2007
|
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 EMC_LOAN_NO LOAN_SEQ 1ST LIEN INFO DEAL_ID SERVICER_NAME AM_TYPE ------- ----------- -------- ------------- ------- ------------- ------- 16653843 16066235 16653843 OPTION ARM FLOW EMC MORTGAGE FIXED 16791001 18014902 16791001 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791006 18014951 16791006 UNKNOWN FLOW EMC MORTGAGE FIXED 16791009 18014985 16791009 FIXED FLOW EMC MORTGAGE FIXED 16791033 18015222 16791033 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16791037 18015263 16791037 UNKNOWN FLOW EMC MORTGAGE FIXED 16791052 18015412 16791052 UNKNOWN FLOW EMC MORTGAGE FIXED 16791057 18015461 16791057 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791064 18015537 16791064 FIXED FLOW EMC MORTGAGE FIXED 16791065 18015545 16791065 UNKNOWN FLOW EMC MORTGAGE FIXED 16791073 18015628 16791073 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791080 18015693 16791080 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791110 18015990 16791110 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791154 18016436 16791154 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791155 18016444 16791155 UNKNOWN FLOW EMC MORTGAGE FIXED 16662562 16100653 16662562 UNKNOWN FLOW EMC MORTGAGE FIXED 16662478 16099814 16662478 FIXED FLOW EMC MORTGAGE FIXED 16662487 16099905 16662487 UNKNOWN FLOW EMC MORTGAGE FIXED 16662430 16099335 16662430 FIXED FLOW EMC MORTGAGE FIXED 16662449 16099525 16662449 FIXED FLOW EMC MORTGAGE FIXED 16662465 16099681 16662465 UNKNOWN FLOW EMC MORTGAGE FIXED 16662353 16098568 16662353 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16662319 16098220 16662319 FIXED FLOW EMC MORTGAGE FIXED 16775001 17964206 16775001 FIXED FLOW EMC MORTGAGE FIXED 16775110 17965302 16775110 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775581 17970013 16775581 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776646 17972563 16776646 UNKNOWN FLOW EMC MORTGAGE FIXED 16777127 17977372 16777127 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777130 17977406 16777130 FIXED FLOW EMC MORTGAGE FIXED 16777137 17977471 16777137 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777153 17977638 16777153 UNKNOWN FLOW EMC MORTGAGE FIXED 16777230 17978404 16777230 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778781 17984279 16778781 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778891 17985375 16778891 UNKNOWN FLOW EMC MORTGAGE FIXED 16778896 17985425 16778896 FIXED FLOW EMC MORTGAGE FIXED 16779006 17986522 16779006 UNKNOWN FLOW EMC MORTGAGE FIXED 16779019 17986654 16779019 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16780701 17987637 16780701 UNKNOWN FLOW EMC MORTGAGE FIXED 16780871 17989336 16780871 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781168 17992306 16781168 UNKNOWN FLOW EMC MORTGAGE FIXED 16784840 17998147 16784840 UNKNOWN FLOW EMC MORTGAGE FIXED 16788627 18003665 16788627 FIXED FLOW EMC MORTGAGE FIXED 16788825 18005645 16788825 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790633 18011221 16790633 UNKNOWN FLOW EMC MORTGAGE FIXED 16798253 18018036 16798253 UNKNOWN FLOW EMC MORTGAGE FIXED 16798352 18019026 16798352 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798794 18023440 16798794 UNKNOWN FLOW EMC MORTGAGE FIXED 16824211 18077925 16824211 UNKNOWN FLOW EMC MORTGAGE FIXED 16771868 17953332 16771868 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772024 17954900 16772024 FIXED FLOW EMC MORTGAGE FIXED 16772556 17960220 16772556 UNKNOWN FLOW EMC MORTGAGE FIXED 16772561 17960279 16772561 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772652 17961186 16772652 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16723487 17903139 16723487 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723626 17904525 16723626 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723634 17904608 16723634 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723635 17904616 16723635 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723644 17904707 16723644 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723652 17904780 16723652 UNKNOWN FLOW EMC MORTGAGE FIXED 16723661 17904871 16723661 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16723664 17904905 16723664 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723666 17904921 16723666 FIXED FLOW EMC MORTGAGE FIXED 16723705 17905316 16723705 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723709 17905357 16723709 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16723711 17905373 16723711 UNKNOWN FLOW EMC MORTGAGE FIXED 16728431 17910092 16728431 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728537 17911157 16728537 FIXED FLOW EMC MORTGAGE FIXED 16728543 17911215 16728543 UNKNOWN FLOW EMC MORTGAGE FIXED 16728549 17911272 16728549 UNKNOWN FLOW EMC MORTGAGE FIXED 16728826 17914045 16728826 UNKNOWN FLOW EMC MORTGAGE FIXED 16728867 17914458 16728867 FIXED FLOW EMC MORTGAGE FIXED 16729434 17915737 16729434 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729471 17916107 16729471 FIXED FLOW EMC MORTGAGE FIXED 16729665 17918053 16729665 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729676 17918160 16729676 FIXED FLOW EMC MORTGAGE FIXED 16731466 17922121 16731466 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731795 17925421 16731795 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731801 17925488 16731801 UNKNOWN FLOW EMC MORTGAGE FIXED 16731804 17925512 16731804 UNKNOWN FLOW EMC MORTGAGE FIXED 16731967 17927161 16731967 UNKNOWN FLOW EMC MORTGAGE FIXED 16732002 17927518 16732002 UNKNOWN FLOW EMC MORTGAGE FIXED 16732039 17927880 16732039 FIXED FLOW EMC MORTGAGE FIXED 16722220 17897240 16722220 FIXED FLOW EMC MORTGAGE FIXED 16764906 17484205 16764906 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16765206 17930637 16765206 FIXED FLOW EMC MORTGAGE FIXED 16765323 17931809 16765323 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765408 17932658 16765408 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765430 17932872 16765430 FIXED FLOW EMC MORTGAGE FIXED 16765524 17933813 16765524 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765622 17934795 16765622 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16767923 17936220 16767923 FIXED FLOW EMC MORTGAGE FIXED 16767946 17936451 16767946 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768179 17938796 16768179 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770728 17944984 16770728 OPTION ARM FLOW EMC MORTGAGE FIXED 16770872 17946435 16770872 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771019 17947904 16771019 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771166 17949371 16771166 FIXED FLOW EMC MORTGAGE FIXED 16771176 17949470 16771176 FIXED FLOW EMC MORTGAGE FIXED 16771178 17949496 16771178 UNKNOWN FLOW EMC MORTGAGE FIXED 16771263 17950346 16771263 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771335 17951062 16771335 OPTION ARM FLOW EMC MORTGAGE FIXED 16771707 17951724 16771707 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16787102 17507690 16787102 OPTION ARM BSRM EMC MORTGAGE FIXED 16775541 17969619 16775541 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723256 17900820 16723256 UNKNOWN FLOW EMC MORTGAGE FIXED 16787143 17508250 16787143 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776290 17499328 16776290 OPTION ARM BSRM EMC MORTGAGE FIXED 16670887 16133092 16670887 FIXED FLOW EMC MORTGAGE FIXED 16674179 16145849 16674179 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16674189 16145948 16674189 FIXED FLOW EMC MORTGAGE FIXED 16674749 16151540 16674749 UNKNOWN FLOW EMC MORTGAGE FIXED 16681738 16169997 16681738 UNKNOWN FLOW EMC MORTGAGE FIXED 16684113 16174039 16684113 FIXED FLOW EMC MORTGAGE FIXED 16684689 16179798 16684689 UNKNOWN FLOW EMC MORTGAGE FIXED 16688531 16194441 16688531 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693421 16204018 16693421 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693557 16205379 16693557 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693657 16206377 16693657 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693660 16206401 16693660 FIXED FLOW EMC MORTGAGE FIXED 16693709 16206898 16693709 FIXED FLOW EMC MORTGAGE FIXED 16693712 16206922 16693712 FIXED FLOW EMC MORTGAGE FIXED 16693713 16206930 16693713 FIXED FLOW EMC MORTGAGE FIXED 16693733 16207136 16693733 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693743 16207235 16693743 UNKNOWN FLOW EMC MORTGAGE FIXED 16693760 16207409 16693760 FIXED FLOW EMC MORTGAGE FIXED 16693772 16207524 16693772 FIXED FLOW EMC MORTGAGE FIXED 16693783 16207631 16693783 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693791 16207714 16693791 FIXED FLOW EMC MORTGAGE FIXED 16693822 16208027 16693822 UNKNOWN FLOW EMC MORTGAGE FIXED 16693835 16208159 16693835 FIXED FLOW EMC MORTGAGE FIXED 16693838 16208183 16693838 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693955 16209355 16693955 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696438 16216616 16696438 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696490 16217135 16696490 FIXED FLOW EMC MORTGAGE FIXED 16697414 16220014 16697414 UNKNOWN FLOW EMC MORTGAGE FIXED 16697418 16220055 16697418 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697744 17817966 16697744 FIXED FLOW EMC MORTGAGE FIXED 16704344 17824830 16704344 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704517 17826579 16704517 FIXED FLOW EMC MORTGAGE FIXED 16704610 17827502 16704610 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706555 17830480 16706555 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706792 17832858 16706792 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16706834 17833278 16706834 FIXED FLOW EMC MORTGAGE FIXED 16706836 17833294 16706836 UNKNOWN FLOW EMC MORTGAGE FIXED 16706841 17833344 16706841 UNKNOWN FLOW EMC MORTGAGE FIXED 16706904 17833971 16706904 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706908 17834011 16706908 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16706917 17834102 16706917 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706924 17834177 16706924 UNKNOWN FLOW EMC MORTGAGE FIXED 16707111 17836040 16707111 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16707113 17836065 16707113 FIXED FLOW EMC MORTGAGE FIXED 16707124 17836172 16707124 FIXED FLOW EMC MORTGAGE FIXED 16707987 17840539 16707987 FIXED FLOW EMC MORTGAGE FIXED 16670432 16128548 16670432 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708104 17841701 16708104 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16708263 17843293 16708263 UNKNOWN FLOW EMC MORTGAGE FIXED 16708295 17843616 16708295 UNKNOWN FLOW EMC MORTGAGE FIXED 16708309 17843756 16708309 UNKNOWN FLOW EMC MORTGAGE FIXED 16708322 17843889 16708322 OPTION ARM FLOW EMC MORTGAGE FIXED 16709525 17845686 16709525 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709786 17848300 16709786 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709964 17850082 16709964 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711153 17857871 16711153 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711244 17858788 16711244 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711261 17858952 16711261 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713578 17860776 16713578 UNKNOWN FLOW EMC MORTGAGE FIXED 16713681 17861808 16713681 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713791 17862905 16713791 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713802 17863010 16713802 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713808 17863077 16713808 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713814 17863135 16713814 UNKNOWN FLOW EMC MORTGAGE FIXED 16713815 17863143 16713815 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713856 17863556 16713856 UNKNOWN FLOW EMC MORTGAGE FIXED 16713908 17864075 16713908 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713914 17864133 16713914 FIXED FLOW EMC MORTGAGE FIXED 16714062 17865619 16714062 FIXED FLOW EMC MORTGAGE FIXED 16714073 17865726 16714073 UNKNOWN FLOW EMC MORTGAGE FIXED 16714074 17865734 16714074 FIXED FLOW EMC MORTGAGE FIXED 16714081 17865809 16714081 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714094 17865932 16714094 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714103 17866021 16714103 FIXED FLOW EMC MORTGAGE FIXED 16714801 17868613 16714801 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714945 17870056 16714945 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715109 17871690 16715109 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715117 17871773 16715117 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715137 17871971 16715137 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715208 17872680 16715208 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715212 17872722 16715212 UNKNOWN FLOW EMC MORTGAGE FIXED 16715213 17872730 16715213 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715225 17872854 16715225 FIXED FLOW EMC MORTGAGE FIXED 16715248 17873084 16715248 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715253 17873134 16715253 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717255 17875592 16717255 FIXED FLOW EMC MORTGAGE FIXED 16717403 17877077 16717403 UNKNOWN FLOW EMC MORTGAGE FIXED 16717409 17877135 16717409 FIXED FLOW EMC MORTGAGE FIXED 16717410 17877143 16717410 FIXED FLOW EMC MORTGAGE FIXED 16717508 17878125 16717508 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717550 17878547 16717550 FIXED FLOW EMC MORTGAGE FIXED 16717770 17880741 16717770 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717772 17880766 16717772 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16717782 17880865 16717782 UNKNOWN FLOW EMC MORTGAGE FIXED 16717789 17880931 16717789 FIXED FLOW EMC MORTGAGE FIXED 16717792 17880964 16717792 FIXED FLOW EMC MORTGAGE FIXED 16717795 17880998 16717795 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717802 17881061 16717802 FIXED FLOW EMC MORTGAGE FIXED 16717918 17469073 16717918 OPTION ARM BSRM EMC MORTGAGE FIXED 16718475 17885021 16718475 FIXED FLOW EMC MORTGAGE FIXED 16718522 17885492 16718522 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16718725 17887530 16718725 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719010 17890393 16719010 FIXED FLOW EMC MORTGAGE FIXED 16719155 17891904 16719155 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721849 17893520 16721849 FIXED FLOW EMC MORTGAGE FIXED 16721854 17893579 16721854 UNKNOWN FLOW EMC MORTGAGE FIXED 16721856 17893595 16721856 FIXED FLOW EMC MORTGAGE FIXED 16721860 17893637 16721860 UNKNOWN FLOW EMC MORTGAGE FIXED 16721863 17893660 16721863 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16722151 17896556 16722151 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801287 17516352 16801287 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16684441 16177313 16684441 FIXED FLOW EMC MORTGAGE FIXED 16713816 17863150 16713816 UNKNOWN FLOW EMC MORTGAGE FIXED 16771067 17948381 16771067 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776933 17975434 16776933 UNKNOWN FLOW EMC MORTGAGE FIXED 16708304 17843707 16708304 FIXED FLOW EMC MORTGAGE FIXED 16714022 17865213 16714022 FIXED FLOW EMC MORTGAGE FIXED 16662240 16097438 16662240 OPTION ARM FLOW EMC MORTGAGE FIXED 16650391 16052854 16650391 UNKNOWN FLOW EMC MORTGAGE FIXED 16650313 16052078 16650313 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16649945 16048399 16649945 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16648791 16043382 16648791 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798179 18017293 16798179 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798183 18017335 16798183 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791171 18016600 16791171 UNKNOWN FLOW EMC MORTGAGE FIXED 16790971 18014605 16790971 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790972 18014613 16790972 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790982 18014712 16790982 UNKNOWN FLOW EMC MORTGAGE FIXED 16790983 18014720 16790983 UNKNOWN FLOW EMC MORTGAGE FIXED 16790986 18014753 16790986 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16659225 16093197 16659225 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723013 17474685 16723013 OPTION ARM BSRM EMC MORTGAGE FIXED 16728030 17475419 16728030 OPTION ARM BSRM EMC MORTGAGE FIXED 16658922 16090151 16658922 FIXED FLOW EMC MORTGAGE FIXED 16781322 17993841 16781322 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16610302 15961444 16610302 UNKNOWN FLOW EMC MORTGAGE FIXED 16658747 16088395 16658747 UNKNOWN FLOW EMC MORTGAGE FIXED 16658786 16088783 16658786 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722942 17473695 16722942 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722952 17473802 16722952 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16656989 16083958 16656989 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16658127 16915480 16658127 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16658530 16086225 16658530 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16643855 16026627 16643855 UNKNOWN FLOW EMC MORTGAGE FIXED 16648879 16044265 16648879 UNKNOWN FLOW EMC MORTGAGE FIXED 16650403 16052979 16650403 UNKNOWN FLOW EMC MORTGAGE FIXED 16663956 16105991 16663956 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16666042 16118028 16666042 FIXED FLOW EMC MORTGAGE FIXED 16651530 16060493 16651530 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16651535 16060543 16651535 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16640743 16016396 16640743 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16393992 15707565 16393992 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16605817 15950405 16605817 UNKNOWN FLOW EMC MORTGAGE FIXED 16393747 15705114 16393747 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790922 18014118 16790922 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790923 18014126 16790923 UNKNOWN FLOW EMC MORTGAGE FIXED 16790837 18013268 16790837 FIXED FLOW EMC MORTGAGE FIXED 16790840 18013292 16790840 UNKNOWN FLOW EMC MORTGAGE FIXED 16790855 18013441 16790855 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790740 18012294 16790740 FIXED FLOW EMC MORTGAGE FIXED 16790747 18012369 16790747 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790764 18012534 16790764 UNKNOWN FLOW EMC MORTGAGE FIXED 16790890 18013797 16790890 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790894 18013839 16790894 UNKNOWN FLOW EMC MORTGAGE FIXED 16790895 18013847 16790895 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788993 18007328 16788993 FIXED FLOW EMC MORTGAGE FIXED 16788996 18007351 16788996 UNKNOWN FLOW EMC MORTGAGE FIXED 16789000 18007393 16789000 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16789031 18007708 16789031 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16789059 18007989 16789059 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16789062 18008011 16789062 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16789066 18008052 16789066 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16789071 18008102 16789071 OPTION ARM FLOW EMC MORTGAGE FIXED 16789073 18008128 16789073 UNKNOWN FLOW EMC MORTGAGE FIXED 16789078 18008177 16789078 UNKNOWN FLOW EMC MORTGAGE FIXED 16790343 18008326 16790343 FIXED FLOW EMC MORTGAGE FIXED 16790344 18008334 16790344 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790380 18008698 16790380 UNKNOWN FLOW EMC MORTGAGE FIXED 16790381 18008706 16790381 OPTION ARM FLOW EMC MORTGAGE FIXED 16790428 18009175 16790428 UNKNOWN FLOW EMC MORTGAGE FIXED 16790434 18009233 16790434 UNKNOWN FLOW EMC MORTGAGE FIXED 16790435 18009241 16790435 UNKNOWN FLOW EMC MORTGAGE FIXED 16790448 18009373 16790448 UNKNOWN FLOW EMC MORTGAGE FIXED 16790457 18009464 16790457 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790458 18009472 16790458 FIXED FLOW EMC MORTGAGE FIXED 16790470 18009597 16790470 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790485 18009746 16790485 FIXED FLOW EMC MORTGAGE FIXED 16790486 18009753 16790486 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790488 18009779 16790488 FIXED FLOW EMC MORTGAGE FIXED 16790489 18009787 16790489 FIXED FLOW EMC MORTGAGE FIXED 16790491 18009803 16790491 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790496 18009852 16790496 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790687 18011767 16790687 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790699 18011882 16790699 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790700 18011890 16790700 BALLOON FLOW EMC MORTGAGE FIXED 16790707 18011965 16790707 FIXED FLOW EMC MORTGAGE FIXED 16790709 18011981 16790709 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790723 18012120 16790723 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790726 18012153 16790726 UNKNOWN FLOW EMC MORTGAGE FIXED 16790502 18009910 16790502 UNKNOWN FLOW EMC MORTGAGE FIXED 16790503 18009928 16790503 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790505 18009944 16790505 UNKNOWN FLOW EMC MORTGAGE FIXED 16790508 18009977 16790508 UNKNOWN FLOW EMC MORTGAGE FIXED 16790519 18010082 16790519 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790527 18010165 16790527 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790534 18010231 16790534 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790539 18010280 16790539 UNKNOWN FLOW EMC MORTGAGE FIXED 16790543 18010322 16790543 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790544 18010330 16790544 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790549 18010389 16790549 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790553 18010421 16790553 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790556 18010454 16790556 UNKNOWN FLOW EMC MORTGAGE FIXED 16790562 18010512 16790562 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790567 18010561 16790567 OPTION ARM FLOW EMC MORTGAGE FIXED 16790572 18010611 16790572 UNKNOWN FLOW EMC MORTGAGE FIXED 16790579 18010686 16790579 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790587 18010769 16790587 FIXED FLOW EMC MORTGAGE FIXED 16790588 18010777 16790588 UNKNOWN FLOW EMC MORTGAGE FIXED 16790592 18010819 16790592 UNKNOWN FLOW EMC MORTGAGE FIXED 16790593 18010827 16790593 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790594 18010835 16790594 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790602 18010918 16790602 UNKNOWN FLOW EMC MORTGAGE FIXED 16790639 18011288 16790639 UNKNOWN FLOW EMC MORTGAGE FIXED 16790643 18011320 16790643 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790644 18011338 16790644 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790645 18011346 16790645 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790651 18011403 16790651 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790652 18011411 16790652 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790655 18011445 16790655 FIXED FLOW EMC MORTGAGE FIXED 16790670 18011593 16790670 UNKNOWN FLOW EMC MORTGAGE FIXED 16790673 18011627 16790673 UNKNOWN FLOW EMC MORTGAGE FIXED 16790678 18011676 16790678 UNKNOWN FLOW EMC MORTGAGE FIXED 16788685 18004242 16788685 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788686 18004259 16788686 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788688 18004275 16788688 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788693 18004325 16788693 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788697 18004366 16788697 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788703 18004424 16788703 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788713 18004523 16788713 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788719 18004580 16788719 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788725 18004648 16788725 UNKNOWN FLOW EMC MORTGAGE FIXED 16788735 18004747 16788735 FIXED FLOW EMC MORTGAGE FIXED 16788754 18004937 16788754 UNKNOWN FLOW EMC MORTGAGE FIXED 16788758 18004978 16788758 UNKNOWN FLOW EMC MORTGAGE FIXED 16788761 18005009 16788761 3/6 LIBOR IO FLOW EMC MORTGAGE FIXED 16788771 18005108 16788771 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788778 18005173 16788778 UNKNOWN FLOW EMC MORTGAGE FIXED 16788783 18005223 16788783 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788789 18005280 16788789 UNKNOWN FLOW EMC MORTGAGE FIXED 16788790 18005298 16788790 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788813 18005520 16788813 FIXED FLOW EMC MORTGAGE FIXED 16788845 18005843 16788845 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788850 18005892 16788850 FIXED FLOW EMC MORTGAGE FIXED 16788853 18005926 16788853 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788860 18005991 16788860 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788917 18006569 16788917 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788942 18006817 16788942 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788961 18007005 16788961 UNKNOWN FLOW EMC MORTGAGE FIXED 16788965 18007047 16788965 UNKNOWN FLOW EMC MORTGAGE FIXED 16788973 18007120 16788973 UNKNOWN FLOW EMC MORTGAGE FIXED 16788982 18007211 16788982 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788987 18007260 16788987 FIXED FLOW EMC MORTGAGE FIXED 16788641 18003806 16788641 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788657 18003962 16788657 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788658 18003970 16788658 UNKNOWN FLOW EMC MORTGAGE FIXED 16788663 18004028 16788663 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788666 18004051 16788666 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788679 18004184 16788679 10/6 LIBOR IO FLOW EMC MORTGAGE FIXED 16788603 18003418 16788603 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788606 18003442 16788606 FIXED FLOW EMC MORTGAGE FIXED 16788615 18003541 16788615 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788630 18003699 16788630 UNKNOWN FLOW EMC MORTGAGE FIXED 16634175 16000192 16634175 OPTION ARM FLOW EMC MORTGAGE FIXED 16634516 16003600 16634516 FIXED FLOW EMC MORTGAGE FIXED 16638848 16013807 16638848 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16596589 15910037 16596589 UNKNOWN FLOW EMC MORTGAGE FIXED 16653469 16910382 16653469 OPTION ARM BSRM EMC MORTGAGE FIXED 16663518 16921082 16663518 OPTION ARM BSRM EMC MORTGAGE FIXED 16595959 16861403 16595959 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16596017 16862195 16596017 OPTION ARM BSRM EMC MORTGAGE FIXED 16692604 16201121 16692604 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693858 16208381 16693858 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16695996 16212193 16695996 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696087 16213100 16696087 OPTION ARM FLOW EMC MORTGAGE FIXED 16696293 16215162 16696293 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696300 16215238 16696300 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696308 16215311 16696308 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696446 16216699 16696446 UNKNOWN FLOW EMC MORTGAGE FIXED 16696667 16218943 16696667 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16686228 16187916 16686228 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688075 16189888 16688075 FIXED FLOW EMC MORTGAGE FIXED 16688499 16194128 16688499 FIXED FLOW EMC MORTGAGE FIXED 16676718 16154817 16676718 UNKNOWN FLOW EMC MORTGAGE FIXED 16680538 16162109 16680538 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680649 16163214 16680649 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16680707 16163792 16680707 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16681598 16168593 16681598 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681644 16169054 16681644 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16681688 16169492 16681688 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16684160 16174500 16684160 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16684649 16179392 16684649 UNKNOWN FLOW EMC MORTGAGE FIXED 16674229 16146342 16674229 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16667424 16125593 16667424 FIXED FLOW EMC MORTGAGE FIXED 16672485 16135543 16672485 UNKNOWN FLOW EMC MORTGAGE FIXED 16672836 16139057 16672836 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16665559 16113193 16665559 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16650362 16052565 16650362 FIXED FLOW EMC MORTGAGE FIXED 16632928 15997398 16632928 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16643737 16025439 16643737 FIXED FLOW EMC MORTGAGE FIXED 16644246 16030546 16644246 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16648828 16043754 16648828 UNKNOWN FLOW EMC MORTGAGE FIXED 16604280 15944945 16604280 UNKNOWN FLOW EMC MORTGAGE FIXED 16596621 15910359 16596621 UNKNOWN FLOW EMC MORTGAGE FIXED 16646419 16035487 16646419 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16643847 16026544 16643847 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16641132 16020281 16641132 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16641188 16020844 16641188 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16640885 16017816 16640885 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16638526 16010563 16638526 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16638656 16011876 16638656 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16632885 15996960 16632885 UNKNOWN FLOW EMC MORTGAGE FIXED 16632460 15992712 16632460 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16632467 15992787 16632467 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16632324 15991359 16632324 UNKNOWN FLOW EMC MORTGAGE FIXED 16788415 18001537 16788415 OPTION ARM FLOW EMC MORTGAGE FIXED 16788416 18001545 16788416 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788418 18001560 16788418 UNKNOWN FLOW EMC MORTGAGE FIXED 16788420 18001586 16788420 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788422 18001602 16788422 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788426 18001644 16788426 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788431 18001693 16788431 UNKNOWN FLOW EMC MORTGAGE FIXED 16788436 18001743 16788436 FIXED FLOW EMC MORTGAGE FIXED 16788441 18001792 16788441 UNKNOWN FLOW EMC MORTGAGE FIXED 16788451 18001891 16788451 OPTION ARM FLOW EMC MORTGAGE FIXED 16788457 18001958 16788457 UNKNOWN FLOW EMC MORTGAGE FIXED 16788471 18002097 16788471 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788475 18002139 16788475 FIXED FLOW EMC MORTGAGE FIXED 16788479 18002170 16788479 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788487 18002253 16788487 UNKNOWN FLOW EMC MORTGAGE FIXED 16788538 18002766 16788538 UNKNOWN FLOW EMC MORTGAGE FIXED 16788550 18002881 16788550 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788552 18002907 16788552 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788561 18002998 16788561 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788574 18003129 16788574 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788579 18003178 16788579 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788586 18003244 16788586 FIXED FLOW EMC MORTGAGE FIXED 16788593 18003319 16788593 OPTION ARM FLOW EMC MORTGAGE FIXED 16788595 18003335 16788595 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784797 17997719 16784797 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784804 17997784 16784804 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784805 17997792 16784805 UNKNOWN FLOW EMC MORTGAGE FIXED 16784817 17997917 16784817 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784820 17997941 16784820 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784845 17998196 16784845 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784850 17998246 16784850 UNKNOWN FLOW EMC MORTGAGE FIXED 16784853 17998279 16784853 UNKNOWN FLOW EMC MORTGAGE FIXED 16784857 17998311 16784857 UNKNOWN FLOW EMC MORTGAGE FIXED 16784860 17998345 16784860 UNKNOWN FLOW EMC MORTGAGE FIXED 16784862 17998360 16784862 UNKNOWN FLOW EMC MORTGAGE FIXED 16784877 17998519 16784877 BALLOON FLOW EMC MORTGAGE FIXED 16784880 17998543 16784880 OPTION ARM FLOW EMC MORTGAGE FIXED 16784881 17998550 16784881 FIXED FLOW EMC MORTGAGE FIXED 16784894 17998683 16784894 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784899 17998733 16784899 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784909 17998832 16784909 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784952 17999269 16784952 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784987 17999616 16784987 UNKNOWN FLOW EMC MORTGAGE FIXED 16784988 17999624 16784988 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784991 17999657 16784991 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16785005 17999798 16785005 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16785008 17999822 16785008 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16785010 17999848 16785010 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786221 18000414 16786221 FIXED FLOW EMC MORTGAGE FIXED 16786222 18000422 16786222 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786229 18000497 16786229 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786237 18000570 16786237 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786247 18000679 16786247 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786250 18000703 16786250 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786251 18000711 16786251 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786255 18000752 16786255 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786258 18000786 16786258 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786259 18000794 16786259 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786262 18000828 16786262 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786263 18000836 16786263 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786264 18000844 16786264 UNKNOWN FLOW EMC MORTGAGE FIXED 16786265 18000851 16786265 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786274 18000943 16786274 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786278 18000984 16786278 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786290 18001107 16786290 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786297 18001172 16786297 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786316 18001362 16786316 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786317 18001370 16786317 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784663 17996372 16784663 UNKNOWN FLOW EMC MORTGAGE FIXED 16784676 17996505 16784676 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784677 17996513 16784677 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784686 17996604 16784686 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784692 17996661 16784692 FIXED FLOW EMC MORTGAGE FIXED 16784695 17996695 16784695 UNKNOWN FLOW EMC MORTGAGE FIXED 16784711 17996851 16784711 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784712 17996869 16784712 OPTION ARM FLOW EMC MORTGAGE FIXED 16784714 17996885 16784714 UNKNOWN FLOW EMC MORTGAGE FIXED 16784716 17996901 16784716 UNKNOWN FLOW EMC MORTGAGE FIXED 16784721 17996950 16784721 UNKNOWN FLOW EMC MORTGAGE FIXED 16784723 17996976 16784723 OPTION ARM FLOW EMC MORTGAGE FIXED 16784741 17997156 16784741 OPTION ARM FLOW EMC MORTGAGE FIXED 16784750 17997248 16784750 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784762 17997362 16784762 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784768 17997420 16784768 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784774 17997487 16784774 UNKNOWN FLOW EMC MORTGAGE FIXED 16781083 17991456 16781083 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781087 17991498 16781087 UNKNOWN FLOW EMC MORTGAGE FIXED 16781108 17991704 16781108 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781129 17991910 16781129 UNKNOWN FLOW EMC MORTGAGE FIXED 16781133 17991951 16781133 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781154 17992165 16781154 UNKNOWN FLOW EMC MORTGAGE FIXED 16781155 17992173 16781155 OPTION ARM FLOW EMC MORTGAGE FIXED 16781162 17992249 16781162 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781174 17992363 16781174 UNKNOWN FLOW EMC MORTGAGE FIXED 16781189 17992512 16781189 UNKNOWN FLOW EMC MORTGAGE FIXED 16781195 17992579 16781195 UNKNOWN FLOW EMC MORTGAGE FIXED 16781197 17992595 16781197 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781199 17992611 16781199 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781205 17992678 16781205 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781208 17992702 16781208 UNKNOWN FLOW EMC MORTGAGE FIXED 16781212 17992744 16781212 UNKNOWN FLOW EMC MORTGAGE FIXED 16781220 17992827 16781220 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781231 17992934 16781231 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781234 17992967 16781234 UNKNOWN FLOW EMC MORTGAGE FIXED 16781244 17993064 16781244 FIXED FLOW EMC MORTGAGE FIXED 16781269 17993312 16781269 FIXED FLOW EMC MORTGAGE FIXED 16781274 17993361 16781274 OPTION ARM FLOW EMC MORTGAGE FIXED 16781284 17993460 16781284 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781287 17993494 16781287 OPTION ARM FLOW EMC MORTGAGE FIXED 16781296 17993585 16781296 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781299 17993619 16781299 UNKNOWN FLOW EMC MORTGAGE FIXED 16781309 17993718 16781309 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781331 17993932 16781331 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781333 17993957 16781333 UNKNOWN FLOW EMC MORTGAGE FIXED 16781334 17993965 16781334 UNKNOWN FLOW EMC MORTGAGE FIXED 16781341 17994039 16781341 UNKNOWN FLOW EMC MORTGAGE FIXED 16781350 17994120 16781350 OPTION ARM FLOW EMC MORTGAGE FIXED 16781351 17994138 16781351 UNKNOWN FLOW EMC MORTGAGE FIXED 16781352 17994146 16781352 UNKNOWN FLOW EMC MORTGAGE FIXED 16781353 17994153 16781353 FIXED FLOW EMC MORTGAGE FIXED 16781362 17994245 16781362 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781384 17994468 16781384 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781385 17994476 16781385 UNKNOWN FLOW EMC MORTGAGE FIXED 16781388 17994500 16781388 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781389 17994518 16781389 UNKNOWN FLOW EMC MORTGAGE FIXED 16781398 17994609 16781398 UNKNOWN FLOW EMC MORTGAGE FIXED 16781437 17994997 16781437 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781438 17995002 16781438 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784557 17995309 16784557 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784562 17995358 16784562 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784565 17995382 16784565 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784573 17995465 16784573 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784604 17995770 16784604 UNKNOWN FLOW EMC MORTGAGE FIXED 16784607 17995804 16784607 FIXED FLOW EMC MORTGAGE FIXED 16784619 17995929 16784619 FIXED FLOW EMC MORTGAGE FIXED 16784621 17995945 16784621 FIXED FLOW EMC MORTGAGE FIXED 16784624 17995978 16784624 OPTION ARM FLOW EMC MORTGAGE FIXED 16784626 17995994 16784626 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16779081 17987272 16779081 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16779096 17987421 16779096 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780691 17987538 16780691 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780696 17987587 16780696 UNKNOWN FLOW EMC MORTGAGE FIXED 16780727 17987892 16780727 FIXED FLOW EMC MORTGAGE FIXED 16780733 17987959 16780733 UNKNOWN FLOW EMC MORTGAGE FIXED 16780734 17987967 16780734 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780744 17988064 16780744 UNKNOWN FLOW EMC MORTGAGE FIXED 16780752 17988148 16780752 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780757 17988197 16780757 FIXED FLOW EMC MORTGAGE FIXED 16780768 17988304 16780768 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780804 17988668 16780804 FIXED FLOW EMC MORTGAGE FIXED 16780812 17988742 16780812 UNKNOWN FLOW EMC MORTGAGE FIXED 16780817 17988791 16780817 UNKNOWN FLOW EMC MORTGAGE FIXED 16780831 17988932 16780831 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780847 17989096 16780847 UNKNOWN FLOW EMC MORTGAGE FIXED 16780851 17989138 16780851 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780853 17989153 16780853 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780857 17989195 16780857 UNKNOWN FLOW EMC MORTGAGE FIXED 16780858 17989203 16780858 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780888 17989500 16780888 FIXED FLOW EMC MORTGAGE FIXED 16780897 17989591 16780897 FIXED FLOW EMC MORTGAGE FIXED 16780901 17989633 16780901 UNKNOWN FLOW EMC MORTGAGE FIXED 16780906 17989682 16780906 OPTION ARM FLOW EMC MORTGAGE FIXED 16780910 17989724 16780910 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780911 17989732 16780911 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780916 17989781 16780916 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780922 17989849 16780922 FIXED FLOW EMC MORTGAGE FIXED 16780927 17989898 16780927 UNKNOWN FLOW EMC MORTGAGE FIXED 16780928 17989906 16780928 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780931 17989930 16780931 UNKNOWN FLOW EMC MORTGAGE FIXED 16780956 17990185 16780956 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780961 17990235 16780961 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780972 17990342 16780972 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780974 17990367 16780974 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780976 17990383 16780976 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16780983 17990458 16780983 UNKNOWN FLOW EMC MORTGAGE FIXED 16780990 17990524 16780990 OPTION ARM FLOW EMC MORTGAGE FIXED 16780991 17990532 16780991 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16780993 17990557 16780993 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781022 17990847 16781022 UNKNOWN FLOW EMC MORTGAGE FIXED 16781027 17990896 16781027 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16781031 17990938 16781031 UNKNOWN FLOW EMC MORTGAGE FIXED 16781036 17990987 16781036 UNKNOWN FLOW EMC MORTGAGE FIXED 16781045 17991076 16781045 UNKNOWN FLOW EMC MORTGAGE FIXED 16781061 17991233 16781061 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778630 17982760 16778630 UNKNOWN FLOW EMC MORTGAGE FIXED 16778632 17982786 16778632 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778653 17982992 16778653 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778665 17983115 16778665 UNKNOWN FLOW EMC MORTGAGE FIXED 16778673 17983198 16778673 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778684 17983305 16778684 UNKNOWN FLOW EMC MORTGAGE FIXED 16778704 17983503 16778704 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778712 17983586 16778712 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778714 17983602 16778714 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778715 17983610 16778715 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16778718 17983644 16778718 FIXED FLOW EMC MORTGAGE FIXED 16778741 17983875 16778741 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778774 17984204 16778774 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778784 17984303 16778784 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778786 17984329 16778786 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778792 17984386 16778792 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778800 17984469 16778800 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778807 17984535 16778807 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778814 17984600 16778814 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16778817 17984634 16778817 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778828 17984741 16778828 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778833 17984790 16778833 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778838 17984840 16778838 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778839 17984857 16778839 UNKNOWN FLOW EMC MORTGAGE FIXED 16778845 17984915 16778845 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778857 17985037 16778857 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778869 17985151 16778869 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16778882 17985284 16778882 UNKNOWN FLOW EMC MORTGAGE FIXED 16778897 17985433 16778897 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778905 17985516 16778905 UNKNOWN FLOW EMC MORTGAGE FIXED 16778916 17985623 16778916 OPTION ARM FLOW EMC MORTGAGE FIXED 16778932 17985789 16778932 UNKNOWN FLOW EMC MORTGAGE FIXED 16778961 17986076 16778961 UNKNOWN FLOW EMC MORTGAGE FIXED 16778968 17986142 16778968 UNKNOWN FLOW EMC MORTGAGE FIXED 16778977 17986233 16778977 UNKNOWN FLOW EMC MORTGAGE FIXED 16778981 17986274 16778981 UNKNOWN FLOW EMC MORTGAGE FIXED 16778985 17986316 16778985 UNKNOWN FLOW EMC MORTGAGE FIXED 16778992 17986381 16778992 UNKNOWN FLOW EMC MORTGAGE FIXED 16779003 17986498 16779003 UNKNOWN FLOW EMC MORTGAGE FIXED 16779017 17986639 16779017 UNKNOWN FLOW EMC MORTGAGE FIXED 16779020 17986662 16779020 UNKNOWN FLOW EMC MORTGAGE FIXED 16779029 17986753 16779029 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16779049 17986951 16779049 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16779059 17987058 16779059 OPTION ARM FLOW EMC MORTGAGE FIXED 16779060 17987066 16779060 OPTION ARM FLOW EMC MORTGAGE FIXED 16779063 17987090 16779063 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16779064 17987108 16779064 OPTION ARM FLOW EMC MORTGAGE FIXED 16776927 17975376 16776927 UNKNOWN FLOW EMC MORTGAGE FIXED 16776939 17975491 16776939 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776952 17975624 16776952 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776980 17975905 16776980 UNKNOWN FLOW EMC MORTGAGE FIXED 16776992 17976028 16776992 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776993 17976036 16776993 FIXED FLOW EMC MORTGAGE FIXED 16777000 17976101 16777000 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777010 17976200 16777010 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777011 17976218 16777011 FIXED FLOW EMC MORTGAGE FIXED 16777016 17976267 16777016 UNKNOWN FLOW EMC MORTGAGE FIXED 16777021 17976317 16777021 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777023 17976333 16777023 OPTION ARM FLOW EMC MORTGAGE FIXED 16777041 17976515 16777041 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777043 17976531 16777043 OPTION ARM FLOW EMC MORTGAGE FIXED 16777046 17976564 16777046 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16777052 17976622 16777052 UNKNOWN FLOW EMC MORTGAGE FIXED 16777054 17976648 16777054 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777065 17976754 16777065 UNKNOWN FLOW EMC MORTGAGE FIXED 16777078 17976887 16777078 UNKNOWN FLOW EMC MORTGAGE FIXED 16777084 17976945 16777084 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777093 17977034 16777093 FIXED FLOW EMC MORTGAGE FIXED 16777095 17977059 16777095 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777105 17977158 16777105 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777113 17977232 16777113 FIXED FLOW EMC MORTGAGE FIXED 16777118 17977281 16777118 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16777134 17977448 16777134 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777136 17977463 16777136 UNKNOWN FLOW EMC MORTGAGE FIXED 16777139 17977497 16777139 UNKNOWN FLOW EMC MORTGAGE FIXED 16777181 17977919 16777181 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777187 17977976 16777187 OPTION ARM FLOW EMC MORTGAGE FIXED 16777206 17978164 16777206 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777218 17978289 16777218 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777241 17978511 16777241 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777246 17978560 16777246 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778228 17978743 16778228 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778234 17978800 16778234 FIXED FLOW EMC MORTGAGE FIXED 16778236 17978826 16778236 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778239 17978859 16778239 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778252 17978982 16778252 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778263 17979097 16778263 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778264 17979105 16778264 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778267 17979139 16778267 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778269 17979154 16778269 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778270 17979162 16778270 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778271 17979170 16778271 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778279 17979253 16778279 UNKNOWN FLOW EMC MORTGAGE FIXED 16778283 17979295 16778283 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778298 17979444 16778298 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778299 17979451 16778299 UNKNOWN FLOW EMC MORTGAGE FIXED 16778303 17979493 16778303 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778305 17979519 16778305 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778328 17979741 16778328 UNKNOWN FLOW EMC MORTGAGE FIXED 16778355 17980012 16778355 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778360 17980061 16778360 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778362 17980087 16778362 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778363 17980095 16778363 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778370 17980160 16778370 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778412 17980582 16778412 FIXED FLOW EMC MORTGAGE FIXED 16778417 17980632 16778417 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778426 17980723 16778426 UNKNOWN FLOW EMC MORTGAGE FIXED 16778427 17980731 16778427 UNKNOWN FLOW EMC MORTGAGE FIXED 16778428 17980749 16778428 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778430 17980764 16778430 UNKNOWN FLOW EMC MORTGAGE FIXED 16778432 17980780 16778432 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778434 17980806 16778434 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778445 17980913 16778445 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778461 17981077 16778461 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778466 17981127 16778466 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778470 17981168 16778470 FIXED FLOW EMC MORTGAGE FIXED 16778486 17981325 16778486 OPTION ARM FLOW EMC MORTGAGE FIXED 16778494 17981408 16778494 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16778502 17981481 16778502 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778508 17981549 16778508 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778512 17981580 16778512 UNKNOWN FLOW EMC MORTGAGE FIXED 16778513 17981598 16778513 OPTION ARM FLOW EMC MORTGAGE FIXED 16778524 17981705 16778524 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778552 17981986 16778552 FIXED FLOW EMC MORTGAGE FIXED 16778553 17981994 16778553 UNKNOWN FLOW EMC MORTGAGE FIXED 16778562 17982083 16778562 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778573 17982190 16778573 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778576 17982224 16778576 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778579 17982257 16778579 FIXED FLOW EMC MORTGAGE FIXED 16778583 17982299 16778583 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778586 17982323 16778586 UNKNOWN FLOW EMC MORTGAGE FIXED 16778588 17982349 16778588 FIXED FLOW EMC MORTGAGE FIXED 16778589 17982356 16778589 FIXED FLOW EMC MORTGAGE FIXED 16778596 17982422 16778596 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778598 17982448 16778598 FIXED FLOW EMC MORTGAGE FIXED 16778608 17982547 16778608 UNKNOWN FLOW EMC MORTGAGE FIXED 16778611 17982570 16778611 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778612 17982588 16778612 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778616 17982620 16778616 FIXED FLOW EMC MORTGAGE FIXED 16776715 17973256 16776715 3/1 LIBOR IO FLOW EMC MORTGAGE FIXED 16776722 17973322 16776722 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776726 17973363 16776726 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776730 17973405 16776730 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776735 17973454 16776735 FIXED FLOW EMC MORTGAGE FIXED 16776752 17973629 16776752 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776768 17973785 16776768 UNKNOWN FLOW EMC MORTGAGE FIXED 16776785 17973959 16776785 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776814 17974247 16776814 UNKNOWN FLOW EMC MORTGAGE FIXED 16776816 17974262 16776816 FIXED FLOW EMC MORTGAGE FIXED 16776823 17974338 16776823 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776824 17974346 16776824 UNKNOWN FLOW EMC MORTGAGE FIXED 16776832 17974429 16776832 UNKNOWN FLOW EMC MORTGAGE FIXED 16776834 17974445 16776834 OPTION ARM FLOW EMC MORTGAGE FIXED 16776838 17974486 16776838 UNKNOWN FLOW EMC MORTGAGE FIXED 16776840 17974502 16776840 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776849 17974593 16776849 OPTION ARM FLOW EMC MORTGAGE FIXED 16776852 17974627 16776852 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776863 17974734 16776863 FIXED FLOW EMC MORTGAGE FIXED 16776877 17974874 16776877 OPTION ARM FLOW EMC MORTGAGE FIXED 16776885 17974957 16776885 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776893 17975038 16776893 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776900 17975103 16776900 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776902 17975129 16776902 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776904 17975145 16776904 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776909 17975194 16776909 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775564 17969841 16775564 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775579 17969999 16775579 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775597 17970179 16775597 UNKNOWN FLOW EMC MORTGAGE FIXED 16775614 17970344 16775614 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775617 17970377 16775617 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776499 17971094 16776499 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776552 17971623 16776552 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776560 17971706 16776560 OPTION ARM FLOW EMC MORTGAGE FIXED 16776574 17971847 16776574 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776591 17972019 16776591 UNKNOWN FLOW EMC MORTGAGE FIXED 16776595 17972050 16776595 FIXED FLOW EMC MORTGAGE FIXED 16776600 17972100 16776600 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776613 17972233 16776613 UNKNOWN FLOW EMC MORTGAGE FIXED 16776675 17972852 16776675 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776692 17973025 16776692 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776695 17973058 16776695 FIXED FLOW EMC MORTGAGE FIXED 16776700 17973108 16776700 UNKNOWN FLOW EMC MORTGAGE FIXED 16776711 17973215 16776711 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775517 17969379 16775517 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775518 17969387 16775518 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775525 17969452 16775525 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775526 17969460 16775526 UNKNOWN FLOW EMC MORTGAGE FIXED 16775529 17969494 16775529 UNKNOWN FLOW EMC MORTGAGE FIXED 16775531 17969510 16775531 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775537 17969577 16775537 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775538 17969585 16775538 UNKNOWN FLOW EMC MORTGAGE FIXED 16775553 17969734 16775553 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775554 17969742 16775554 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16628892 15985997 16628892 UNKNOWN FLOW EMC MORTGAGE FIXED 16613141 15974652 16613141 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775399 17968199 16775399 OPTION ARM FLOW EMC MORTGAGE FIXED 16775401 17968215 16775401 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775408 17968280 16775408 OPTION ARM FLOW EMC MORTGAGE FIXED 16775413 17968330 16775413 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775426 17968462 16775426 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775485 17969056 16775485 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775493 17969130 16775493 UNKNOWN FLOW EMC MORTGAGE FIXED 16775496 17969163 16775496 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775516 17969361 16775516 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775252 17966722 16775252 UNKNOWN FLOW EMC MORTGAGE FIXED 16775259 17966797 16775259 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775270 17966904 16775270 UNKNOWN FLOW EMC MORTGAGE FIXED 16775272 17966920 16775272 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775275 17966953 16775275 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16775281 17967019 16775281 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775284 17967043 16775284 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775292 17967126 16775292 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775298 17967183 16775298 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775301 17967217 16775301 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775306 17967266 16775306 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775320 17967407 16775320 UNKNOWN FLOW EMC MORTGAGE FIXED 16775323 17967431 16775323 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775331 17967514 16775331 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775339 17967597 16775339 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775354 17967746 16775354 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775359 17967795 16775359 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775364 17967845 16775364 UNKNOWN FLOW EMC MORTGAGE FIXED 16775381 17968017 16775381 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775384 17968041 16775384 FIXED FLOW EMC MORTGAGE FIXED 16775391 17968116 16775391 UNKNOWN FLOW EMC MORTGAGE FIXED 16775395 17968157 16775395 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775208 17966284 16775208 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775209 17966292 16775209 OPTION ARM FLOW EMC MORTGAGE FIXED 16775221 17966417 16775221 OPTION ARM FLOW EMC MORTGAGE FIXED 16775240 17966607 16775240 UNKNOWN FLOW EMC MORTGAGE FIXED 16612797 15971211 16612797 FIXED FLOW EMC MORTGAGE FIXED 16709973 17850173 16709973 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778956 17986027 16778956 UNKNOWN FLOW EMC MORTGAGE FIXED 16696015 16212383 16696015 UNKNOWN FLOW EMC MORTGAGE FIXED 16801514 18026138 16801514 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775102 17965229 16775102 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775113 17965336 16775113 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775121 17965419 16775121 OPTION ARM FLOW EMC MORTGAGE FIXED 16775123 17965435 16775123 UNKNOWN FLOW EMC MORTGAGE FIXED 16775125 17965450 16775125 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775137 17965575 16775137 UNKNOWN FLOW EMC MORTGAGE FIXED 16775138 17965583 16775138 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775141 17965617 16775141 OPTION ARM FLOW EMC MORTGAGE FIXED 16775168 17965880 16775168 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775180 17966003 16775180 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16775187 17966078 16775187 OPTION ARM FLOW EMC MORTGAGE FIXED 16774806 17962259 16774806 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774812 17962317 16774812 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774815 17962341 16774815 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774821 17962408 16774821 FIXED FLOW EMC MORTGAGE FIXED 16774822 17962416 16774822 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774829 17962481 16774829 UNKNOWN FLOW EMC MORTGAGE FIXED 16774843 17962622 16774843 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774855 17962747 16774855 UNKNOWN FLOW EMC MORTGAGE FIXED 16774863 17962820 16774863 UNKNOWN FLOW EMC MORTGAGE FIXED 16774867 17962861 16774867 UNKNOWN FLOW EMC MORTGAGE FIXED 16774878 17962978 16774878 FIXED FLOW EMC MORTGAGE FIXED 16774883 17963026 16774883 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774895 17963141 16774895 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774904 17963232 16774904 UNKNOWN FLOW EMC MORTGAGE FIXED 16774914 17963331 16774914 FIXED FLOW EMC MORTGAGE FIXED 16774915 17963349 16774915 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774917 17963364 16774917 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16774920 17963398 16774920 FIXED FLOW EMC MORTGAGE FIXED 16774927 17963463 16774927 UNKNOWN FLOW EMC MORTGAGE FIXED 16774928 17963471 16774928 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774936 17963554 16774936 FIXED FLOW EMC MORTGAGE FIXED 16774938 17963570 16774938 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774941 17963604 16774941 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774945 17963646 16774945 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16774953 17963729 16774953 FIXED FLOW EMC MORTGAGE FIXED 16774956 17963752 16774956 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16774958 17963778 16774958 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774959 17963786 16774959 FIXED FLOW EMC MORTGAGE FIXED 16774970 17963893 16774970 FIXED FLOW EMC MORTGAGE FIXED 16774971 17963901 16774971 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774972 17963919 16774972 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774981 17964008 16774981 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774986 17964057 16774986 UNKNOWN FLOW EMC MORTGAGE FIXED 16774988 17964073 16774988 UNKNOWN FLOW EMC MORTGAGE FIXED 16774991 17964107 16774991 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16774994 17964131 16774994 UNKNOWN FLOW EMC MORTGAGE FIXED 16775007 17964263 16775007 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775008 17964271 16775008 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775009 17964289 16775009 UNKNOWN FLOW EMC MORTGAGE FIXED 16775010 17964297 16775010 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775011 17964305 16775011 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775013 17964321 16775013 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775016 17964354 16775016 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16775017 17964362 16775017 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775018 17964370 16775018 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775019 17964388 16775019 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775020 17964396 16775020 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775021 17964404 16775021 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775023 17964420 16775023 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775024 17964438 16775024 UNKNOWN FLOW EMC MORTGAGE FIXED 16775025 17964446 16775025 UNKNOWN FLOW EMC MORTGAGE FIXED 16775026 17964453 16775026 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775028 17964479 16775028 UNKNOWN FLOW EMC MORTGAGE FIXED 16775030 17964495 16775030 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775032 17964511 16775032 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775034 17964537 16775034 UNKNOWN FLOW EMC MORTGAGE FIXED 16775035 17964545 16775035 UNKNOWN FLOW EMC MORTGAGE FIXED 16775037 17964560 16775037 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775038 17964578 16775038 UNKNOWN FLOW EMC MORTGAGE FIXED 16775040 17964594 16775040 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775041 17964602 16775041 UNKNOWN FLOW EMC MORTGAGE FIXED 16775042 17964610 16775042 OPTION ARM FLOW EMC MORTGAGE FIXED 16775046 17964669 16775046 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775047 17964677 16775047 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775063 17964834 16775063 UNKNOWN FLOW EMC MORTGAGE FIXED 16775064 17964842 16775064 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775077 17964974 16775077 UNKNOWN FLOW EMC MORTGAGE FIXED 16775087 17965070 16775087 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775092 17965120 16775092 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775093 17965138 16775093 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775099 17965195 16775099 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771882 17953472 16771882 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772580 17960469 16772580 UNKNOWN FLOW EMC MORTGAGE FIXED 16772582 17960485 16772582 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772591 17960576 16772591 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772593 17960592 16772593 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772620 17960865 16772620 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772621 17960873 16772621 FIXED FLOW EMC MORTGAGE FIXED 16772632 17960980 16772632 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772640 17961061 16772640 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772687 17961533 16772687 UNKNOWN FLOW EMC MORTGAGE FIXED 16772693 17961590 16772693 UNKNOWN FLOW EMC MORTGAGE FIXED 16772695 17961616 16772695 FIXED FLOW EMC MORTGAGE FIXED 16772698 17961640 16772698 FIXED FLOW EMC MORTGAGE FIXED 16772699 17961657 16772699 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772715 17961814 16772715 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772117 17955832 16772117 FIXED FLOW EMC MORTGAGE FIXED 16772139 17956053 16772139 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772299 17957655 16772299 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772345 17958117 16772345 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772349 17958158 16772349 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772434 17959008 16772434 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772454 17959206 16772454 OPTION ARM FLOW EMC MORTGAGE FIXED 16772457 17959230 16772457 FIXED FLOW EMC MORTGAGE FIXED 16772476 17959420 16772476 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772479 17959453 16772479 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772538 17960048 16772538 FIXED FLOW EMC MORTGAGE FIXED 16772544 17960105 16772544 UNKNOWN FLOW EMC MORTGAGE FIXED 16772548 17960147 16772548 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772554 17960204 16772554 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772558 17960246 16772558 OPTION ARM FLOW EMC MORTGAGE FIXED 16772574 17960402 16772574 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771844 17953092 16771844 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771848 17953134 16771848 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771858 17953233 16771858 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771860 17953258 16771860 UNKNOWN FLOW EMC MORTGAGE FIXED 16771871 17953365 16771871 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771893 17953589 16771893 FIXED FLOW EMC MORTGAGE FIXED 16771898 17953639 16771898 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771905 17953704 16771905 OPTION ARM FLOW EMC MORTGAGE FIXED 16771907 17953720 16771907 FIXED FLOW EMC MORTGAGE FIXED 16771910 17953753 16771910 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771920 17953852 16771920 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771924 17953894 16771924 FIXED FLOW EMC MORTGAGE FIXED 16771937 17954033 16771937 FIXED FLOW EMC MORTGAGE FIXED 16771940 17954066 16771940 OPTION ARM FLOW EMC MORTGAGE FIXED 16771959 17954256 16771959 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771968 17954348 16771968 FIXED FLOW EMC MORTGAGE FIXED 16771972 17954389 16771972 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771980 17954462 16771980 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771991 17954579 16771991 FIXED FLOW EMC MORTGAGE FIXED 16772010 17954769 16772010 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772012 17954785 16772012 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772020 17954868 16772020 FIXED FLOW EMC MORTGAGE FIXED 16772028 17954942 16772028 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772030 17954967 16772030 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16772031 17954975 16772031 OPTION ARM FLOW EMC MORTGAGE FIXED 16772036 17955022 16772036 UNKNOWN FLOW EMC MORTGAGE FIXED 16772042 17955089 16772042 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772043 17955097 16772043 UNKNOWN FLOW EMC MORTGAGE FIXED 16772044 17955105 16772044 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772065 17955311 16772065 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16772086 17955527 16772086 FIXED FLOW EMC MORTGAGE FIXED 16771194 17949652 16771194 UNKNOWN FLOW EMC MORTGAGE FIXED 16771203 17949744 16771203 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771214 17949850 16771214 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771220 17949918 16771220 UNKNOWN FLOW EMC MORTGAGE FIXED 16771227 17949983 16771227 UNKNOWN FLOW EMC MORTGAGE FIXED 16771241 17950122 16771241 UNKNOWN FLOW EMC MORTGAGE FIXED 16771253 17950247 16771253 UNKNOWN FLOW EMC MORTGAGE FIXED 16771254 17950254 16771254 FIXED FLOW EMC MORTGAGE FIXED 16771255 17950262 16771255 UNKNOWN FLOW EMC MORTGAGE FIXED 16771256 17950270 16771256 UNKNOWN FLOW EMC MORTGAGE FIXED 16771260 17950312 16771260 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771268 17950395 16771268 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771269 17950403 16771269 OPTION ARM FLOW EMC MORTGAGE FIXED 16771285 17950569 16771285 FIXED FLOW EMC MORTGAGE FIXED 16771311 17950825 16771311 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771342 17951138 16771342 OPTION ARM FLOW EMC MORTGAGE FIXED 16771350 17951211 16771350 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771364 17951351 16771364 OPTION ARM FLOW EMC MORTGAGE FIXED 16771703 17951682 16771703 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771708 17951732 16771708 FIXED FLOW EMC MORTGAGE FIXED 16771710 17951757 16771710 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771728 17951930 16771728 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771729 17951948 16771729 2/6 LIBOR IO FLOW EMC MORTGAGE FIXED 16771734 17951997 16771734 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771739 17952045 16771739 UNKNOWN FLOW EMC MORTGAGE FIXED 16771744 17952094 16771744 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771751 17952169 16771751 FIXED FLOW EMC MORTGAGE FIXED 16771786 17952516 16771786 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771805 17952706 16771805 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771816 17952813 16771816 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771818 17952839 16771818 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771820 17952854 16771820 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771832 17952979 16771832 UNKNOWN FLOW EMC MORTGAGE FIXED 16771834 17952995 16771834 OPTION ARM FLOW EMC MORTGAGE FIXED 16770804 17945759 16770804 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770822 17945932 16770822 OPTION ARM FLOW EMC MORTGAGE FIXED 16770825 17945965 16770825 FIXED FLOW EMC MORTGAGE FIXED 16770832 17946039 16770832 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770833 17946047 16770833 UNKNOWN FLOW EMC MORTGAGE FIXED 16770846 17946179 16770846 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770859 17946302 16770859 OPTION ARM FLOW EMC MORTGAGE FIXED 16770860 17946310 16770860 UNKNOWN FLOW EMC MORTGAGE FIXED 16770867 17946385 16770867 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770869 17946401 16770869 UNKNOWN FLOW EMC MORTGAGE FIXED 16770874 17946450 16770874 FIXED FLOW EMC MORTGAGE FIXED 16770880 17946518 16770880 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770890 17946617 16770890 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770891 17946625 16770891 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770894 17946658 16770894 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770911 17946823 16770911 UNKNOWN FLOW EMC MORTGAGE FIXED 16770922 17946930 16770922 UNKNOWN FLOW EMC MORTGAGE FIXED 16770923 17946948 16770923 FIXED FLOW EMC MORTGAGE FIXED 16770932 17947037 16770932 OPTION ARM FLOW EMC MORTGAGE FIXED 16770940 17947110 16770940 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770946 17947177 16770946 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770955 17947268 16770955 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770990 17947615 16770990 UNKNOWN FLOW EMC MORTGAGE FIXED 16770992 17947631 16770992 UNKNOWN FLOW EMC MORTGAGE FIXED 16770993 17947649 16770993 UNKNOWN FLOW EMC MORTGAGE FIXED 16770995 17947664 16770995 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771001 17947722 16771001 FIXED FLOW EMC MORTGAGE FIXED 16771086 17948571 16771086 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16771087 17948589 16771087 FIXED FLOW EMC MORTGAGE FIXED 16771088 17948597 16771088 UNKNOWN FLOW EMC MORTGAGE FIXED 16771109 17948803 16771109 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771118 17948894 16771118 UNKNOWN FLOW EMC MORTGAGE FIXED 16771132 17949033 16771132 UNKNOWN FLOW EMC MORTGAGE FIXED 16771173 17949447 16771173 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768086 17937863 16768086 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768089 17937897 16768089 UNKNOWN FLOW EMC MORTGAGE FIXED 16768091 17937913 16768091 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768098 17937988 16768098 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768099 17937996 16768099 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768104 17938044 16768104 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768110 17938101 16768110 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768121 17938218 16768121 FIXED FLOW EMC MORTGAGE FIXED 16768123 17938234 16768123 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768131 17938317 16768131 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768132 17938325 16768132 UNKNOWN FLOW EMC MORTGAGE FIXED 16768135 17938358 16768135 UNKNOWN FLOW EMC MORTGAGE FIXED 16768139 17938390 16768139 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768140 17938408 16768140 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768148 17938481 16768148 UNKNOWN FLOW EMC MORTGAGE FIXED 16768154 17938549 16768154 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768164 17938648 16768164 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768166 17938663 16768166 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768167 17938671 16768167 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768186 17938861 16768186 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768201 17939018 16768201 FIXED FLOW EMC MORTGAGE FIXED 16768219 17939190 16768219 UNKNOWN FLOW EMC MORTGAGE FIXED 16768236 17939364 16768236 OPTION ARM FLOW EMC MORTGAGE FIXED 16768239 17939398 16768239 OPTION ARM FLOW EMC MORTGAGE FIXED 16768251 17939513 16768251 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768277 17939778 16768277 UNKNOWN FLOW EMC MORTGAGE FIXED 16768279 17939794 16768279 UNKNOWN FLOW EMC MORTGAGE FIXED 16768283 17939836 16768283 UNKNOWN FLOW EMC MORTGAGE FIXED 16768289 17939893 16768289 UNKNOWN FLOW EMC MORTGAGE FIXED 16768300 17940008 16768300 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768316 17940164 16768316 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768317 17940172 16768317 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768327 17940271 16768327 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768333 17940339 16768333 OPTION ARM FLOW EMC MORTGAGE FIXED 16768340 17940404 16768340 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768341 17940412 16768341 OPTION ARM FLOW EMC MORTGAGE FIXED 16768345 17940453 16768345 OPTION ARM FLOW EMC MORTGAGE FIXED 16768350 17940503 16768350 OPTION ARM FLOW EMC MORTGAGE FIXED 16768352 17940529 16768352 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768362 17940628 16768362 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768363 17940636 16768363 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768371 17940719 16768371 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768372 17940727 16768372 UNKNOWN FLOW EMC MORTGAGE FIXED 16768377 17940776 16768377 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768384 17940842 16768384 FIXED FLOW EMC MORTGAGE FIXED 16768385 17940859 16768385 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768391 17940917 16768391 UNKNOWN FLOW EMC MORTGAGE FIXED 16768395 17940958 16768395 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768412 17941121 16768412 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768414 17941147 16768414 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768415 17941154 16768415 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768419 17941196 16768419 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768446 17941469 16768446 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768462 17941626 16768462 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768472 17941725 16768472 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768504 17942046 16768504 UNKNOWN FLOW EMC MORTGAGE FIXED 16768517 17942178 16768517 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768536 17942368 16768536 UNKNOWN FLOW EMC MORTGAGE FIXED 16768538 17942384 16768538 OPTION ARM FLOW EMC MORTGAGE FIXED 16768557 17942574 16768557 UNKNOWN FLOW EMC MORTGAGE FIXED 16770490 17942590 16770490 UNKNOWN FLOW EMC MORTGAGE FIXED 16770497 17942665 16770497 UNKNOWN FLOW EMC MORTGAGE FIXED 16770556 17943259 16770556 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770589 17943580 16770589 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770604 17943739 16770604 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770606 17943754 16770606 UNKNOWN FLOW EMC MORTGAGE FIXED 16770621 17943911 16770621 UNKNOWN FLOW EMC MORTGAGE FIXED 16770671 17944414 16770671 UNKNOWN FLOW EMC MORTGAGE FIXED 16770673 17944430 16770673 UNKNOWN FLOW EMC MORTGAGE FIXED 16770687 17944570 16770687 UNKNOWN FLOW EMC MORTGAGE FIXED 16770706 17944760 16770706 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770717 17944877 16770717 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770729 17944992 16770729 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770760 17945312 16770760 UNKNOWN FLOW EMC MORTGAGE FIXED 16770772 17945437 16770772 UNKNOWN FLOW EMC MORTGAGE FIXED 16770776 17945478 16770776 UNKNOWN FLOW EMC MORTGAGE FIXED 16770779 17945502 16770779 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770785 17945569 16770785 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770786 17945577 16770786 FIXED FLOW EMC MORTGAGE FIXED 16768058 17937574 16768058 UNKNOWN FLOW EMC MORTGAGE FIXED 16768048 17937475 16768048 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767978 17936774 16767978 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16767980 17936790 16767980 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16767986 17936857 16767986 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16767992 17936915 16767992 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768030 17937293 16768030 FIXED FLOW EMC MORTGAGE FIXED 16768037 17937368 16768037 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768039 17937384 16768039 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765585 17934423 16765585 UNKNOWN FLOW EMC MORTGAGE FIXED 16765591 17934480 16765591 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765596 17934530 16765596 UNKNOWN FLOW EMC MORTGAGE FIXED 16765600 17934571 16765600 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765629 17934860 16765629 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765630 17934878 16765630 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765656 17935131 16765656 OPTION ARM FLOW EMC MORTGAGE FIXED 16765663 17935206 16765663 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765664 17935214 16765664 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765666 17935230 16765666 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765668 17935255 16765668 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16767854 17935537 16767854 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767857 17935560 16767857 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767864 17935636 16767864 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16767887 17935867 16767887 FIXED FLOW EMC MORTGAGE FIXED 16767888 17935875 16767888 UNKNOWN FLOW EMC MORTGAGE FIXED 16767906 17936055 16767906 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767909 17936089 16767909 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767916 17936154 16767916 UNKNOWN FLOW EMC MORTGAGE FIXED 16767920 17936196 16767920 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767927 17936261 16767927 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16767949 17936485 16767949 UNKNOWN FLOW EMC MORTGAGE FIXED 16765327 17931841 16765327 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765329 17931866 16765329 FIXED FLOW EMC MORTGAGE FIXED 16765348 17932054 16765348 UNKNOWN FLOW EMC MORTGAGE FIXED 16765349 17932062 16765349 UNKNOWN FLOW EMC MORTGAGE FIXED 16765353 17932104 16765353 UNKNOWN FLOW EMC MORTGAGE FIXED 16765360 17932179 16765360 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765368 17932252 16765368 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765374 17932310 16765374 OPTION ARM FLOW EMC MORTGAGE FIXED 16765379 17932369 16765379 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765380 17932377 16765380 OPTION ARM FLOW EMC MORTGAGE FIXED 16765385 17932427 16765385 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765392 17932492 16765392 UNKNOWN FLOW EMC MORTGAGE FIXED 16765394 17932518 16765394 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765398 17932559 16765398 FIXED FLOW EMC MORTGAGE FIXED 16765432 17932898 16765432 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16765436 17932930 16765436 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765437 17932948 16765437 FIXED FLOW EMC MORTGAGE FIXED 16765440 17932971 16765440 UNKNOWN FLOW EMC MORTGAGE FIXED 16765449 17933060 16765449 UNKNOWN FLOW EMC MORTGAGE FIXED 16765452 17933094 16765452 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765481 17933383 16765481 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765515 17933722 16765515 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765517 17933748 16765517 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765522 17933797 16765522 UNKNOWN FLOW EMC MORTGAGE FIXED 16765526 17933839 16765526 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765532 17933896 16765532 FIXED FLOW EMC MORTGAGE FIXED 16765547 17934043 16765547 UNKNOWN FLOW EMC MORTGAGE FIXED 16765549 17934068 16765549 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765553 17934100 16765553 UNKNOWN FLOW EMC MORTGAGE FIXED 16765564 17934217 16765564 FIXED FLOW EMC MORTGAGE FIXED 16765572 17934290 16765572 OPTION ARM FLOW EMC MORTGAGE FIXED 16765243 17931007 16765243 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765246 17931031 16765246 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765249 17931064 16765249 OPTION ARM FLOW EMC MORTGAGE FIXED 16765256 17931130 16765256 BALLOON FLOW EMC MORTGAGE FIXED 16765270 17931270 16765270 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765275 17931320 16765275 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765281 17931387 16765281 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765285 17931429 16765285 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765296 17931536 16765296 OPTION ARM FLOW EMC MORTGAGE FIXED 16765308 17931650 16765308 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765317 17931742 16765317 UNKNOWN FLOW EMC MORTGAGE FIXED 16765222 17930793 16765222 OPTION ARM FLOW EMC MORTGAGE FIXED 16765185 17930421 16765185 OPTION ARM FLOW EMC MORTGAGE FIXED 16765187 17930447 16765187 FIXED FLOW EMC MORTGAGE FIXED 16765188 17930454 16765188 OPTION ARM FLOW EMC MORTGAGE FIXED 16765202 17930595 16765202 FIXED FLOW EMC MORTGAGE FIXED 16765207 17930645 16765207 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765208 17930652 16765208 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765119 17929761 16765119 FIXED FLOW EMC MORTGAGE FIXED 16765120 17929779 16765120 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765129 17929860 16765129 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765143 17930009 16765143 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765147 17930041 16765147 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765152 17930090 16765152 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765153 17930108 16765153 UNKNOWN FLOW EMC MORTGAGE FIXED 16765154 17930116 16765154 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765157 17930140 16765157 UNKNOWN FLOW EMC MORTGAGE FIXED 16765160 17930173 16765160 FIXED FLOW EMC MORTGAGE FIXED 16765161 17930181 16765161 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765065 17929225 16765065 OPTION ARM FLOW EMC MORTGAGE FIXED 16765066 17929233 16765066 UNKNOWN FLOW EMC MORTGAGE FIXED 16765069 17929266 16765069 UNKNOWN FLOW EMC MORTGAGE FIXED 16765089 17929464 16765089 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765090 17929472 16765090 UNKNOWN FLOW EMC MORTGAGE FIXED 16765092 17929498 16765092 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765098 17929555 16765098 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765106 17929639 16765106 UNKNOWN FLOW EMC MORTGAGE FIXED 16765113 17929704 16765113 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765115 17929720 16765115 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16680151 16158230 16680151 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798494 18020446 16798494 UNKNOWN FLOW EMC MORTGAGE FIXED 16732033 17927823 16732033 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16732037 17927864 16732037 UNKNOWN FLOW EMC MORTGAGE FIXED 16732040 17927898 16732040 UNKNOWN FLOW EMC MORTGAGE FIXED 16732041 17927906 16732041 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732046 17927955 16732046 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732047 17927963 16732047 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732051 17928003 16732051 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732058 17928078 16732058 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732062 17928110 16732062 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732064 17928136 16732064 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732068 17928177 16732068 UNKNOWN FLOW EMC MORTGAGE FIXED 16732076 17928250 16732076 FIXED FLOW EMC MORTGAGE FIXED 16732078 17928276 16732078 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16732080 17928292 16732080 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732081 17928300 16732081 UNKNOWN FLOW EMC MORTGAGE FIXED 16732086 17928359 16732086 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732092 17928417 16732092 UNKNOWN FLOW EMC MORTGAGE FIXED 16732115 17928649 16732115 UNKNOWN FLOW EMC MORTGAGE FIXED 16765042 17928995 16765042 UNKNOWN FLOW EMC MORTGAGE FIXED 16765062 17929191 16765062 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731979 17927286 16731979 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731982 17927310 16731982 UNKNOWN FLOW EMC MORTGAGE FIXED 16731988 17927377 16731988 UNKNOWN FLOW EMC MORTGAGE FIXED 16731999 17927484 16731999 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732005 17927542 16732005 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732016 17927658 16732016 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732020 17927690 16732020 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16732022 17927716 16732022 FIXED FLOW EMC MORTGAGE FIXED 16731925 17926734 16731925 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731956 17927054 16731956 UNKNOWN FLOW EMC MORTGAGE FIXED 16731962 17927112 16731962 OPTION ARM FLOW EMC MORTGAGE FIXED 16731969 17927187 16731969 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731973 17927229 16731973 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721786 17892894 16721786 BALLOON FLOW EMC MORTGAGE FIXED 16721793 17892969 16721793 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721795 17892985 16721795 UNKNOWN FLOW EMC MORTGAGE FIXED 16719109 17891425 16719109 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719116 17891490 16719116 UNKNOWN FLOW EMC MORTGAGE FIXED 16719121 17891540 16719121 UNKNOWN FLOW EMC MORTGAGE FIXED 16719124 17891573 16719124 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719125 17891581 16719125 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719127 17891607 16719127 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719161 17891979 16719161 OPTION ARM FLOW EMC MORTGAGE FIXED 16719188 17892258 16719188 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721744 17892472 16721744 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721755 17892589 16721755 UNKNOWN FLOW EMC MORTGAGE FIXED 16721759 17892621 16721759 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721764 17892670 16721764 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719013 17890427 16719013 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719017 17890468 16719017 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719021 17890500 16719021 UNKNOWN FLOW EMC MORTGAGE FIXED 16719026 17890567 16719026 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719037 17890674 16719037 OPTION ARM FLOW EMC MORTGAGE FIXED 16719047 17890773 16719047 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719054 17890856 16719054 OPTION ARM FLOW EMC MORTGAGE FIXED 16719058 17890898 16719058 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719061 17890922 16719061 UNKNOWN FLOW EMC MORTGAGE FIXED 16719070 17891011 16719070 OPTION ARM FLOW EMC MORTGAGE FIXED 16719071 17891029 16719071 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719075 17891060 16719075 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719090 17891227 16719090 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719096 17891284 16719096 UNKNOWN FLOW EMC MORTGAGE FIXED 16718520 17885476 16718520 FIXED FLOW EMC MORTGAGE FIXED 16718540 17885674 16718540 FIXED FLOW EMC MORTGAGE FIXED 16718556 17885831 16718556 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718562 17885898 16718562 UNKNOWN FLOW EMC MORTGAGE FIXED 16718580 17886078 16718580 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718593 17886201 16718593 UNKNOWN FLOW EMC MORTGAGE FIXED 16718601 17886284 16718601 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718603 17886300 16718603 UNKNOWN FLOW EMC MORTGAGE FIXED 16718608 17886359 16718608 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718617 17886441 16718617 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16718632 17886599 16718632 UNKNOWN FLOW EMC MORTGAGE FIXED 16718959 17889882 16718959 UNKNOWN FLOW EMC MORTGAGE FIXED 16718962 17889916 16718962 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718964 17889932 16718964 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718976 17890054 16718976 OPTION ARM FLOW EMC MORTGAGE FIXED 16718994 17890237 16718994 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719006 17890351 16719006 FIXED FLOW EMC MORTGAGE FIXED 16718638 17886664 16718638 OPTION ARM FLOW EMC MORTGAGE FIXED 16718654 17886821 16718654 UNKNOWN FLOW EMC MORTGAGE FIXED 16718658 17886862 16718658 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718663 17886912 16718663 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718669 17886979 16718669 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718682 17887100 16718682 UNKNOWN FLOW EMC MORTGAGE FIXED 16718694 17887225 16718694 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718696 17887241 16718696 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718722 17887506 16718722 FIXED FLOW EMC MORTGAGE FIXED 16718726 17887548 16718726 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718761 17887894 16718761 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718768 17887969 16718768 UNKNOWN FLOW EMC MORTGAGE FIXED 16718775 17888033 16718775 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718819 17888488 16718819 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718828 17888579 16718828 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718830 17888595 16718830 UNKNOWN FLOW EMC MORTGAGE FIXED 16718836 17888652 16718836 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718837 17888660 16718837 UNKNOWN FLOW EMC MORTGAGE FIXED 16718844 17888736 16718844 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718846 17888751 16718846 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718863 17888926 16718863 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718865 17888942 16718865 OPTION ARM FLOW EMC MORTGAGE FIXED 16718873 17889023 16718873 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718890 17889197 16718890 FIXED FLOW EMC MORTGAGE FIXED 16718895 17889247 16718895 UNKNOWN FLOW EMC MORTGAGE FIXED 16718896 17889254 16718896 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718900 17889296 16718900 UNKNOWN FLOW EMC MORTGAGE FIXED 16718902 17889312 16718902 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718908 17889379 16718908 UNKNOWN FLOW EMC MORTGAGE FIXED 16718915 17889445 16718915 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718916 17889452 16718916 UNKNOWN FLOW EMC MORTGAGE FIXED 16718917 17889460 16718917 UNKNOWN FLOW EMC MORTGAGE FIXED 16718928 17889577 16718928 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718935 17889643 16718935 UNKNOWN FLOW EMC MORTGAGE FIXED 16718938 17889676 16718938 FIXED FLOW EMC MORTGAGE FIXED 16718942 17889718 16718942 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718401 17884289 16718401 FIXED FLOW EMC MORTGAGE FIXED 16718409 17884362 16718409 FIXED FLOW EMC MORTGAGE FIXED 16718429 17884560 16718429 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718454 17884818 16718454 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718456 17884834 16718456 UNKNOWN FLOW EMC MORTGAGE FIXED 16718457 17884842 16718457 UNKNOWN FLOW EMC MORTGAGE FIXED 16718478 17885054 16718478 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718482 17885096 16718482 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718487 17885146 16718487 FIXED FLOW EMC MORTGAGE FIXED 16718491 17885187 16718491 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718303 17883307 16718303 UNKNOWN FLOW EMC MORTGAGE FIXED 16718308 17883356 16718308 UNKNOWN FLOW EMC MORTGAGE FIXED 16718312 17883398 16718312 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718320 17883471 16718320 UNKNOWN FLOW EMC MORTGAGE FIXED 16718349 17883760 16718349 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718351 17883786 16718351 OPTION ARM FLOW EMC MORTGAGE FIXED 16718352 17883794 16718352 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718383 17884107 16718383 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718242 17882697 16718242 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718263 17882903 16718263 FIXED FLOW EMC MORTGAGE FIXED 16718267 17882945 16718267 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718279 17883067 16718279 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718297 17883240 16718297 FIXED FLOW EMC MORTGAGE FIXED 16717662 17879669 16717662 UNKNOWN FLOW EMC MORTGAGE FIXED 16717679 17879834 16717679 FIXED FLOW EMC MORTGAGE FIXED 16717682 17879867 16717682 OPTION ARM FLOW EMC MORTGAGE FIXED 16717686 17879909 16717686 UNKNOWN FLOW EMC MORTGAGE FIXED 16717690 17879941 16717690 OPTION ARM FLOW EMC MORTGAGE FIXED 16717695 17879990 16717695 UNKNOWN FLOW EMC MORTGAGE FIXED 16717699 17880030 16717699 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717706 17880105 16717706 UNKNOWN FLOW EMC MORTGAGE FIXED 16717728 17880329 16717728 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717729 17880337 16717729 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717736 17880402 16717736 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717743 17880477 16717743 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717757 17880618 16717757 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717786 17880907 16717786 FIXED FLOW EMC MORTGAGE FIXED 16717829 17881335 16717829 FIXED FLOW EMC MORTGAGE FIXED 16717839 17881434 16717839 1MPRIME IO FLOW EMC MORTGAGE FIXED 16717843 17881475 16717843 OPTION ARM FLOW EMC MORTGAGE FIXED 16718127 17881541 16718127 UNKNOWN FLOW EMC MORTGAGE FIXED 16718136 17881632 16718136 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718146 17881731 16718146 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718218 17882457 16718218 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718219 17882465 16718219 OPTION ARM FLOW EMC MORTGAGE FIXED 16717488 17877929 16717488 FIXED FLOW EMC MORTGAGE FIXED 16717489 17877937 16717489 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717506 17878109 16717506 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16717519 17878232 16717519 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717522 17878265 16717522 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717527 17878315 16717527 FIXED FLOW EMC MORTGAGE FIXED 16717528 17878323 16717528 UNKNOWN FLOW EMC MORTGAGE FIXED 16717529 17878331 16717529 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717564 17878687 16717564 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717568 17878729 16717568 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717572 17878760 16717572 UNKNOWN FLOW EMC MORTGAGE FIXED 16717591 17878950 16717591 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717592 17878968 16717592 UNKNOWN FLOW EMC MORTGAGE FIXED 16717594 17878984 16717594 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717602 17879065 16717602 FIXED FLOW EMC MORTGAGE FIXED 16717608 17879123 16717608 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717618 17879222 16717618 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717627 17879313 16717627 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717635 17879396 16717635 UNKNOWN FLOW EMC MORTGAGE FIXED 16717644 17879487 16717644 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717228 17875329 16717228 UNKNOWN FLOW EMC MORTGAGE FIXED 16717251 17875550 16717251 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717281 17875857 16717281 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717335 17876392 16717335 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717343 17876475 16717343 FIXED FLOW EMC MORTGAGE FIXED 16717401 17877051 16717401 FIXED FLOW EMC MORTGAGE FIXED 16717404 17877085 16717404 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717432 17877366 16717432 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717437 17877416 16717437 UNKNOWN FLOW EMC MORTGAGE FIXED 16717440 17877440 16717440 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717452 17877564 16717452 OPTION ARM FLOW EMC MORTGAGE FIXED 16717459 17877630 16717459 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717467 17877713 16717467 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717468 17877721 16717468 UNKNOWN FLOW EMC MORTGAGE FIXED 16717471 17877754 16717471 UNKNOWN FLOW EMC MORTGAGE FIXED 16717477 17877812 16717477 UNKNOWN FLOW EMC MORTGAGE FIXED 16717207 17875113 16717207 UNKNOWN FLOW EMC MORTGAGE FIXED 16717219 17875238 16717219 UNKNOWN FLOW EMC MORTGAGE FIXED 16715138 17871989 16715138 FIXED FLOW EMC MORTGAGE FIXED 16715139 17871997 16715139 UNKNOWN FLOW EMC MORTGAGE FIXED 16715141 17872011 16715141 FIXED FLOW EMC MORTGAGE FIXED 16715149 17872094 16715149 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715151 17872110 16715151 FIXED FLOW EMC MORTGAGE FIXED 16715153 17872136 16715153 OPTION ARM FLOW EMC MORTGAGE FIXED 16715158 17872185 16715158 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715175 17872359 16715175 UNKNOWN FLOW EMC MORTGAGE FIXED 16715179 17872391 16715179 UNKNOWN FLOW EMC MORTGAGE FIXED 16715189 17872490 16715189 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715197 17872573 16715197 UNKNOWN FLOW EMC MORTGAGE FIXED 16715210 17872706 16715210 FIXED FLOW EMC MORTGAGE FIXED 16715224 17872847 16715224 UNKNOWN FLOW EMC MORTGAGE FIXED 16715230 17872904 16715230 UNKNOWN FLOW EMC MORTGAGE FIXED 16715234 17872946 16715234 FIXED FLOW EMC MORTGAGE FIXED 16715249 17873092 16715249 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715302 17873621 16715302 OPTION ARM FLOW EMC MORTGAGE FIXED 16715316 17873761 16715316 UNKNOWN FLOW EMC MORTGAGE FIXED 16715348 17874090 16715348 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717138 17874413 16717138 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717143 17874462 16717143 UNKNOWN FLOW EMC MORTGAGE FIXED 16717153 17874579 16717153 UNKNOWN FLOW EMC MORTGAGE FIXED 16717161 17874652 16717161 OPTION ARM FLOW EMC MORTGAGE FIXED 16717170 17874744 16717170 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717176 17874801 16717176 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715134 17871948 16715134 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714010 17865098 16714010 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714021 17865205 16714021 OPTION ARM FLOW EMC MORTGAGE FIXED 16714048 17865478 16714048 OPTION ARM FLOW EMC MORTGAGE FIXED 16714061 17865601 16714061 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714071 17865700 16714071 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714088 17865874 16714088 FIXED FLOW EMC MORTGAGE FIXED 16714098 17865973 16714098 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714100 17865999 16714100 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714106 17866054 16714106 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714110 17866096 16714110 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714122 17866211 16714122 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714128 17866278 16714128 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714129 17866286 16714129 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714147 17866468 16714147 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714155 17866542 16714155 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714161 17866609 16714161 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714171 17866708 16714171 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714173 17866724 16714173 UNKNOWN FLOW EMC MORTGAGE FIXED 16714985 17870452 16714985 OPTION ARM FLOW EMC MORTGAGE FIXED 16715009 17870692 16715009 UNKNOWN FLOW EMC MORTGAGE FIXED 16714181 17866807 16714181 OPTION ARM FLOW EMC MORTGAGE FIXED 16714197 17866963 16714197 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714231 17867300 16714231 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715040 17871005 16715040 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715042 17871021 16715042 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16715043 17871039 16715043 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715047 17871070 16715047 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715053 17871138 16715053 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715062 17871229 16715062 UNKNOWN FLOW EMC MORTGAGE FIXED 16715065 17871252 16715065 FIXED FLOW EMC MORTGAGE FIXED 16715071 17871310 16715071 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16714701 17867615 16714701 UNKNOWN FLOW EMC MORTGAGE FIXED 16714703 17867631 16714703 UNKNOWN FLOW EMC MORTGAGE FIXED 16715096 17871567 16715096 FIXED FLOW EMC MORTGAGE FIXED 16715116 17871765 16715116 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714722 17867821 16714722 FIXED FLOW EMC MORTGAGE FIXED 16714733 17867938 16714733 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714763 17868233 16714763 OPTION ARM FLOW EMC MORTGAGE FIXED 16714772 17868324 16714772 UNKNOWN FLOW EMC MORTGAGE FIXED 16714784 17868449 16714784 UNKNOWN FLOW EMC MORTGAGE FIXED 16714822 17868829 16714822 OPTION ARM FLOW EMC MORTGAGE FIXED 16714834 17868944 16714834 FIXED FLOW EMC MORTGAGE FIXED 16714868 17869280 16714868 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714874 17869348 16714874 UNKNOWN FLOW EMC MORTGAGE FIXED 16714890 17869504 16714890 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713905 17864042 16713905 UNKNOWN FLOW EMC MORTGAGE FIXED 16713919 17864182 16713919 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713933 17864323 16713933 UNKNOWN FLOW EMC MORTGAGE FIXED 16713943 17864422 16713943 FIXED FLOW EMC MORTGAGE FIXED 16713947 17864463 16713947 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713949 17864489 16713949 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713951 17864505 16713951 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713961 17864604 16713961 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713976 17864752 16713976 FIXED FLOW EMC MORTGAGE FIXED 16714001 17865007 16714001 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713742 17862418 16713742 UNKNOWN FLOW EMC MORTGAGE FIXED 16713743 17862426 16713743 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713762 17862616 16713762 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713774 17862731 16713774 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713804 17863036 16713804 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16713805 17863044 16713805 UNKNOWN FLOW EMC MORTGAGE FIXED 16713811 17863101 16713811 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713821 17863200 16713821 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713834 17863333 16713834 UNKNOWN FLOW EMC MORTGAGE FIXED 16713837 17863366 16713837 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713868 17863671 16713868 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713870 17863697 16713870 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713879 17863788 16713879 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711312 17859463 16711312 FIXED FLOW EMC MORTGAGE FIXED 16711316 17859505 16711316 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711328 17859620 16711328 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711334 17859687 16711334 OPTION ARM FLOW EMC MORTGAGE FIXED 16711341 17859752 16711341 UNKNOWN FLOW EMC MORTGAGE FIXED 16713517 17860164 16713517 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713525 17860248 16713525 OPTION ARM FLOW EMC MORTGAGE FIXED 16713527 17860263 16713527 FIXED FLOW EMC MORTGAGE FIXED 16713528 17860271 16713528 OPTION ARM FLOW EMC MORTGAGE FIXED 16713529 17860289 16713529 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713537 17860362 16713537 FIXED FLOW EMC MORTGAGE FIXED 16713539 17860388 16713539 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713565 17860644 16713565 UNKNOWN FLOW EMC MORTGAGE FIXED 16713580 17860792 16713580 UNKNOWN FLOW EMC MORTGAGE FIXED 16713603 17861022 16713603 FIXED FLOW EMC MORTGAGE FIXED 16713614 17861139 16713614 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713620 17861196 16713620 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713635 17861345 16713635 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713649 17861485 16713649 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713650 17861493 16713650 UNKNOWN FLOW EMC MORTGAGE FIXED 16713662 17861618 16713662 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713664 17861634 16713664 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713702 17862012 16713702 OPTION ARM FLOW EMC MORTGAGE FIXED 16713723 17862228 16713723 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711081 17857152 16711081 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711082 17857160 16711082 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711088 17857228 16711088 FIXED FLOW EMC MORTGAGE FIXED 16711092 17857269 16711092 FIXED FLOW EMC MORTGAGE FIXED 16711098 17857327 16711098 OPTION ARM FLOW EMC MORTGAGE FIXED 16711107 17857418 16711107 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711114 17857483 16711114 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711129 17857632 16711129 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711145 17857798 16711145 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711155 17857897 16711155 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711156 17857905 16711156 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711165 17857996 16711165 UNKNOWN FLOW EMC MORTGAGE FIXED 16711171 17858051 16711171 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711188 17858226 16711188 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711202 17858366 16711202 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711210 17858440 16711210 UNKNOWN FLOW EMC MORTGAGE FIXED 16711211 17858457 16711211 UNKNOWN FLOW EMC MORTGAGE FIXED 16711213 17858473 16711213 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711218 17858523 16711218 UNKNOWN FLOW EMC MORTGAGE FIXED 16711220 17858549 16711220 UNKNOWN FLOW EMC MORTGAGE FIXED 16711276 17859109 16711276 UNKNOWN FLOW EMC MORTGAGE FIXED 16711279 17859133 16711279 UNKNOWN FLOW EMC MORTGAGE FIXED 16711285 17859190 16711285 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711286 17859208 16711286 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711293 17859273 16711293 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711297 17859315 16711297 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711307 17859414 16711307 UNKNOWN FLOW EMC MORTGAGE FIXED 16711308 17859422 16711308 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711236 17858705 16711236 OPTION ARM FLOW EMC MORTGAGE FIXED 16711237 17858713 16711237 UNKNOWN FLOW EMC MORTGAGE FIXED 16711245 17858796 16711245 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711252 17858861 16711252 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711256 17858903 16711256 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710855 17854894 16710855 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16710875 17855099 16710875 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710902 17855362 16710902 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710926 17855602 16710926 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710930 17855644 16710930 UNKNOWN FLOW EMC MORTGAGE FIXED 16710936 17855701 16710936 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710973 17856071 16710973 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711002 17856360 16711002 FIXED FLOW EMC MORTGAGE FIXED 16711004 17856386 16711004 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711016 17856501 16711016 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711071 17857053 16711071 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711078 17857129 16711078 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710084 17851288 16710084 FIXED FLOW EMC MORTGAGE FIXED 16710130 17851742 16710130 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710137 17851817 16710137 OPTION ARM FLOW EMC MORTGAGE FIXED 16710696 17853292 16710696 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710716 17853490 16710716 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710727 17853607 16710727 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710729 17853623 16710729 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710732 17853656 16710732 OPTION ARM FLOW EMC MORTGAGE FIXED 16710744 17853771 16710744 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710764 17853979 16710764 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710779 17854126 16710779 OPTION ARM FLOW EMC MORTGAGE FIXED 16710154 17851981 16710154 FIXED FLOW EMC MORTGAGE FIXED 16710172 17852161 16710172 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710175 17852203 16710175 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710178 17852237 16710178 UNKNOWN FLOW EMC MORTGAGE FIXED 16710189 17852344 16710189 OPTION ARM FLOW EMC MORTGAGE FIXED 16710208 17852534 16710208 UNKNOWN FLOW EMC MORTGAGE FIXED 16710213 17852583 16710213 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710241 17852864 16710241 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710250 17852955 16710250 OPTION ARM FLOW EMC MORTGAGE FIXED 16710675 17853086 16710675 UNKNOWN FLOW EMC MORTGAGE FIXED 16710688 17853219 16710688 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710794 17854274 16710794 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710806 17854407 16710806 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710821 17854555 16710821 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710829 17854639 16710829 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708380 17844465 16708380 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708387 17844531 16708387 OPTION ARM FLOW EMC MORTGAGE FIXED 16708390 17844564 16708390 OPTION ARM FLOW EMC MORTGAGE FIXED 16709418 17844614 16709418 OPTION ARM FLOW EMC MORTGAGE FIXED 16709466 17845090 16709466 OPTION ARM FLOW EMC MORTGAGE FIXED 16709468 17845116 16709468 OPTION ARM FLOW EMC MORTGAGE FIXED 16709471 17845140 16709471 UNKNOWN FLOW EMC MORTGAGE FIXED 16709477 17845207 16709477 OPTION ARM FLOW EMC MORTGAGE FIXED 16709486 17845298 16709486 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709491 17845348 16709491 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709495 17845389 16709495 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709517 17845603 16709517 FIXED FLOW EMC MORTGAGE FIXED 16709519 17845629 16709519 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707981 17840471 16707981 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707991 17840570 16707991 FIXED FLOW EMC MORTGAGE FIXED 16709537 17845801 16709537 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709545 17845884 16709545 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709556 17845991 16709556 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709573 17846163 16709573 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709586 17846296 16709586 FIXED FLOW EMC MORTGAGE FIXED 16709635 17846783 16709635 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709639 17846825 16709639 UNKNOWN FLOW EMC MORTGAGE FIXED 16708003 17840695 16708003 OPTION ARM FLOW EMC MORTGAGE FIXED 16708027 17840935 16708027 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708028 17840943 16708028 UNKNOWN FLOW EMC MORTGAGE FIXED 16708046 17841123 16708046 UNKNOWN FLOW EMC MORTGAGE FIXED 16708047 17841131 16708047 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708050 17841164 16708050 UNKNOWN FLOW EMC MORTGAGE FIXED 16708077 17841438 16708077 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708090 17841560 16708090 UNKNOWN FLOW EMC MORTGAGE FIXED 16708095 17841610 16708095 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708098 17841644 16708098 FIXED FLOW EMC MORTGAGE FIXED 16709646 17846890 16709646 OPTION ARM FLOW EMC MORTGAGE FIXED 16708123 17841891 16708123 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708142 17842089 16708142 OPTION ARM FLOW EMC MORTGAGE FIXED 16708144 17842105 16708144 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709726 17847708 16709726 OPTION ARM FLOW EMC MORTGAGE FIXED 16709750 17847948 16709750 OPTION ARM FLOW EMC MORTGAGE FIXED 16709758 17848029 16709758 OPTION ARM FLOW EMC MORTGAGE FIXED 16709766 17848102 16709766 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708153 17842196 16708153 UNKNOWN FLOW EMC MORTGAGE FIXED 16708159 17842253 16708159 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708166 17842329 16708166 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709792 17848367 16709792 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709800 17848441 16709800 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709816 17848607 16709816 UNKNOWN FLOW EMC MORTGAGE FIXED 16709819 17848631 16709819 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709827 17848714 16709827 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709837 17848813 16709837 UNKNOWN FLOW EMC MORTGAGE FIXED 16709842 17848862 16709842 UNKNOWN FLOW EMC MORTGAGE FIXED 16709847 17848912 16709847 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709860 17849043 16709860 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709864 17849084 16709864 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709874 17849183 16709874 FIXED FLOW EMC MORTGAGE FIXED 16709886 17849308 16709886 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708196 17842626 16708196 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708211 17842774 16708211 UNKNOWN FLOW EMC MORTGAGE FIXED 16708247 17843137 16708247 UNKNOWN FLOW EMC MORTGAGE FIXED 16708260 17843269 16708260 FIXED FLOW EMC MORTGAGE FIXED 16709893 17849373 16709893 FIXED FLOW EMC MORTGAGE FIXED 16709909 17849530 16709909 FIXED FLOW EMC MORTGAGE FIXED 16709937 17849811 16709937 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709946 17849902 16709946 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709950 17849944 16709950 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709990 17850348 16709990 UNKNOWN FLOW EMC MORTGAGE FIXED 16710011 17850553 16710011 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708270 17843368 16708270 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708281 17843475 16708281 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710014 17850587 16710014 LIBOR 10/6 FLOW EMC MORTGAGE FIXED 16710018 17850629 16710018 FIXED FLOW EMC MORTGAGE FIXED 16710054 17850983 16710054 FIXED FLOW EMC MORTGAGE FIXED 16708327 17843939 16708327 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708333 17843996 16708333 FIXED FLOW EMC MORTGAGE FIXED 16708335 17844010 16708335 UNKNOWN FLOW EMC MORTGAGE FIXED 16708340 17844069 16708340 UNKNOWN FLOW EMC MORTGAGE FIXED 16706863 17833567 16706863 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706892 17833856 16706892 FIXED FLOW EMC MORTGAGE FIXED 16706894 17833872 16706894 OPTION ARM FLOW EMC MORTGAGE FIXED 16706899 17833922 16706899 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706922 17834151 16706922 FIXED FLOW EMC MORTGAGE FIXED 16706943 17834367 16706943 OPTION ARM FLOW EMC MORTGAGE FIXED 16707008 17835018 16707008 UNKNOWN FLOW EMC MORTGAGE FIXED 16707012 17835059 16707012 UNKNOWN FLOW EMC MORTGAGE FIXED 16707016 17835091 16707016 UNKNOWN FLOW EMC MORTGAGE FIXED 16707020 17835133 16707020 FIXED FLOW EMC MORTGAGE FIXED 16707034 17835273 16707034 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707044 17835372 16707044 OPTION ARM FLOW EMC MORTGAGE FIXED 16707046 17835398 16707046 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707052 17835455 16707052 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707058 17835513 16707058 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707065 17835588 16707065 UNKNOWN FLOW EMC MORTGAGE FIXED 16707127 17836206 16707127 FIXED FLOW EMC MORTGAGE FIXED 16707130 17836230 16707130 FIXED FLOW EMC MORTGAGE FIXED 16707137 17836305 16707137 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16707144 17836370 16707144 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707146 17836396 16707146 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707178 17836719 16707178 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707245 17837386 16707245 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707682 17837485 16707682 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707714 17837808 16707714 UNKNOWN FLOW EMC MORTGAGE FIXED 16707737 17838038 16707737 FIXED FLOW EMC MORTGAGE FIXED 16707756 17838228 16707756 UNKNOWN FLOW EMC MORTGAGE FIXED 16707793 17838590 16707793 UNKNOWN FLOW EMC MORTGAGE FIXED 16707817 17838830 16707817 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707840 17839069 16707840 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707858 17839242 16707858 OPTION ARM FLOW EMC MORTGAGE FIXED 16707912 17839788 16707912 FIXED FLOW EMC MORTGAGE FIXED 16707914 17839804 16707914 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707931 17839978 16707931 UNKNOWN FLOW EMC MORTGAGE FIXED 16707932 17839986 16707932 FIXED FLOW EMC MORTGAGE FIXED 16706609 17831025 16706609 UNKNOWN FLOW EMC MORTGAGE FIXED 16706652 17831454 16706652 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706672 17831652 16706672 UNKNOWN FLOW EMC MORTGAGE FIXED 16706673 17831660 16706673 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706821 17833146 16706821 FIXED FLOW EMC MORTGAGE FIXED 16706827 17833203 16706827 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706828 17833211 16706828 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706844 17833377 16706844 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706845 17833385 16706845 UNKNOWN FLOW EMC MORTGAGE FIXED 16706694 17831876 16706694 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706698 17831918 16706698 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706700 17831934 16706700 UNKNOWN FLOW EMC MORTGAGE FIXED 16706702 17831959 16706702 OPTION ARM FLOW EMC MORTGAGE FIXED 16706709 17832023 16706709 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704445 17825845 16704445 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704462 17826017 16704462 OPTION ARM FLOW EMC MORTGAGE FIXED 16704471 17826108 16704471 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704479 17826181 16704479 UNKNOWN FLOW EMC MORTGAGE FIXED 16704487 17826264 16704487 FIXED FLOW EMC MORTGAGE FIXED 16704520 17826603 16704520 UNKNOWN FLOW EMC MORTGAGE FIXED 16704524 17826645 16704524 FIXED FLOW EMC MORTGAGE FIXED 16704530 17826702 16704530 FIXED FLOW EMC MORTGAGE FIXED 16704543 17826835 16704543 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706518 17830118 16706518 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706523 17830167 16706523 FIXED FLOW EMC MORTGAGE FIXED 16704584 17827247 16704584 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704586 17827262 16704586 OPTION ARM FLOW EMC MORTGAGE FIXED 16706560 17830530 16706560 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704638 17827783 16704638 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704641 17827817 16704641 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704673 17828138 16704673 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704674 17828146 16704674 UNKNOWN FLOW EMC MORTGAGE FIXED 16704708 17828484 16704708 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704712 17828526 16704712 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704719 17828591 16704719 UNKNOWN FLOW EMC MORTGAGE FIXED 16706413 17829060 16706413 OPTION ARM FLOW EMC MORTGAGE FIXED 16706440 17829334 16706440 BALLOON FLOW EMC MORTGAGE FIXED 16706462 17829557 16706462 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706483 17829763 16706483 OPTION ARM FLOW EMC MORTGAGE FIXED 16706488 17829813 16706488 FIXED FLOW EMC MORTGAGE FIXED 16704039 17821786 16704039 UNKNOWN FLOW EMC MORTGAGE FIXED 16704057 17821968 16704057 OPTION ARM FLOW EMC MORTGAGE FIXED 16704089 17822289 16704089 OPTION ARM FLOW EMC MORTGAGE FIXED 16704091 17822305 16704091 OPTION ARM FLOW EMC MORTGAGE FIXED 16704131 17822701 16704131 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704137 17822768 16704137 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16704217 17823568 16704217 FIXED FLOW EMC MORTGAGE FIXED 16704256 17823956 16704256 UNKNOWN FLOW EMC MORTGAGE FIXED 16704293 17824327 16704293 OPTION ARM FLOW EMC MORTGAGE FIXED 16704306 17824459 16704306 UNKNOWN FLOW EMC MORTGAGE FIXED 16704357 17824962 16704357 FIXED FLOW EMC MORTGAGE FIXED 16704359 17824988 16704359 UNKNOWN FLOW EMC MORTGAGE FIXED 16704360 17824996 16704360 UNKNOWN FLOW EMC MORTGAGE FIXED 16704394 17825332 16704394 UNKNOWN FLOW EMC MORTGAGE FIXED 16704398 17825373 16704398 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16704412 17825514 16704412 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697992 17820457 16697992 UNKNOWN FLOW EMC MORTGAGE FIXED 16698047 17821000 16698047 UNKNOWN FLOW EMC MORTGAGE FIXED 16697890 17819434 16697890 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697905 17819582 16697905 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697914 17819673 16697914 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697924 17819772 16697924 UNKNOWN FLOW EMC MORTGAGE FIXED 16697845 17818980 16697845 UNKNOWN FLOW EMC MORTGAGE FIXED 16697869 17819228 16697869 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697874 17819277 16697874 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697694 17817461 16697694 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697724 17817768 16697724 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697738 17817909 16697738 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16697741 17817933 16697741 FIXED FLOW EMC MORTGAGE FIXED 16697746 17817982 16697746 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697758 17818105 16697758 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697770 17818220 16697770 UNKNOWN FLOW EMC MORTGAGE FIXED 16697774 17818261 16697774 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697798 17818501 16697798 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697805 17818576 16697805 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16697812 17818642 16697812 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697837 17818907 16697837 UNKNOWN FLOW EMC MORTGAGE FIXED 16697840 17818931 16697840 UNKNOWN FLOW EMC MORTGAGE FIXED 16834989 17544727 16834989 FIXED BSRM EMC MORTGAGE FIXED 16834995 17544784 16834995 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16835003 17544867 16835003 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16835098 17546078 16835098 OPTION ARM BSRM EMC MORTGAGE FIXED 16835164 17547605 16835164 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16838373 17548462 16838373 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16838448 17549544 16838448 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16838467 17549775 16838467 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16838474 17549874 16838474 OPTION ARM BSRM EMC MORTGAGE FIXED 16838546 17550955 16838546 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16839460 17551508 16839460 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16834986 17544677 16834986 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717989 17467481 16717989 FIXED BSRM EMC MORTGAGE FIXED 16718071 17468521 16718071 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718087 17468737 16718087 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721541 17469503 16721541 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721650 17471053 16721650 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721475 17471582 16721475 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721701 17471962 16721701 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695791 17442294 16695791 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695727 17443540 16695727 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697289 17445180 16697289 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16700126 17447236 16700126 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700186 17448127 16700186 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706183 17450255 16706183 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706364 17450297 16706364 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707459 17451600 16707459 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707362 17453267 16707362 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707598 17453663 16707598 OPTION ARM BSRM EMC MORTGAGE FIXED 16709235 17454802 16709235 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16709150 17455221 16709150 2/6 LIBOR BSRM EMC MORTGAGE FIXED 16700057 17446303 16700057 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700001 17447194 16700001 OPTION ARM BSRM EMC MORTGAGE FIXED 16709410 17457383 16709410 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16710561 17458191 16710561 FIXED BSRM EMC MORTGAGE FIXED 16710581 17458498 16710581 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713389 17460064 16713389 OPTION ARM BSRM EMC MORTGAGE FIXED 16713315 17461666 16713315 OPTION ARM BSRM EMC MORTGAGE FIXED 16714580 17463167 16714580 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16685640 17433400 16685640 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16691900 17436940 16691900 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693302 17441551 16693302 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832747 17544412 16832747 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16832751 17544453 16832751 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832540 17541715 16832540 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832544 17541772 16832544 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16832549 17541822 16832549 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16832554 17541913 16832554 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832558 17541962 16832558 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832570 17542093 16832570 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832639 17543042 16832639 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832659 17543265 16832659 UNKNOWN BSRM EMC MORTGAGE FIXED 16832680 17543521 16832680 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832719 17544008 16832719 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16832536 17541632 16832536 OPTION ARM BSRM EMC MORTGAGE FIXED 16826081 17539594 16826081 OPTION ARM BSRM EMC MORTGAGE FIXED 16826111 17539933 16826111 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16826136 17540329 16826136 FIXED BSRM EMC MORTGAGE FIXED 16826188 17541137 16826188 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832508 17541350 16832508 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16832533 17541608 16832533 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16826063 17539206 16826063 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16826071 17539347 16826071 BALLOON BSRM EMC MORTGAGE FIXED 16825975 17538240 16825975 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16825978 17538273 16825978 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16825990 17538398 16825990 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16826022 17538711 16826022 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16823574 17537572 16823574 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16823418 17535527 16823418 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16823420 17535543 16823420 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16823458 17536020 16823458 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16823472 17536194 16823472 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16823479 17536277 16823479 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16823486 17536384 16823486 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16818847 17533175 16818847 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16818873 17533621 16818873 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16818905 17534074 16818905 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16823553 17537275 16823553 FIXED BSRM EMC MORTGAGE FIXED 16818816 17532722 16818816 OPTION ARM BSRM EMC MORTGAGE FIXED 16818837 17533035 16818837 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16818841 17533092 16818841 FIXED BSRM EMC MORTGAGE FIXED 16818791 17532375 16818791 FIXED BSRM EMC MORTGAGE FIXED 16812634 17531310 16812634 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16811629 17531450 16811629 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16812650 17531666 16812650 OPTION ARM BSRM EMC MORTGAGE FIXED 16812415 17528266 16812415 FIXED BSRM EMC MORTGAGE FIXED 16812436 17528472 16812436 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16812478 17528969 16812478 OPTION ARM BSRM EMC MORTGAGE FIXED 16812562 17530080 16812562 OPTION ARM BSRM EMC MORTGAGE FIXED 16812584 17530379 16812584 FIXED BSRM EMC MORTGAGE FIXED 16812600 17530544 16812600 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16802895 17519190 16802895 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803093 17519422 16803093 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16803097 17519463 16803097 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16806618 17524398 16806618 OPTION ARM BSRM EMC MORTGAGE FIXED 16805733 17524430 16805733 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16806629 17524661 16806629 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16806638 17524786 16806638 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803127 17519836 16803127 OPTION ARM BSRM EMC MORTGAGE FIXED 16803138 17519976 16803138 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803146 17520115 16803146 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16803153 17520248 16803153 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808264 17524976 16808264 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808294 17525270 16808294 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16808311 17525544 16808311 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808323 17525692 16808323 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803166 17520370 16803166 FIXED BSRM EMC MORTGAGE FIXED 16803202 17520875 16803202 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803214 17521014 16803214 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803216 17521055 16803216 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803232 17521345 16803232 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803242 17521501 16803242 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803248 17521568 16803248 OPTION ARM BSRM EMC MORTGAGE FIXED 16803254 17521683 16803254 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803259 17521766 16803259 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803265 17521899 16803265 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808333 17525825 16808333 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808375 17526435 16808375 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16808382 17526575 16808382 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803268 17521923 16803268 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16806445 17522079 16806445 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16806475 17522434 16806475 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16806507 17522947 16806507 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808386 17526658 16808386 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808399 17526831 16808399 FIXED BSRM EMC MORTGAGE FIXED 16806515 17523077 16806515 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16805720 17523713 16805720 OPTION ARM BSRM EMC MORTGAGE FIXED 16806575 17523887 16806575 BALLOON IO BSRM EMC MORTGAGE FIXED 16806586 17523994 16806586 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16808455 17527433 16808455 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16808468 17527680 16808468 BALLOON BSRM EMC MORTGAGE FIXED 16808475 17527805 16808475 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16808256 17527888 16808256 2/6 LIBOR BSRM EMC MORTGAGE FIXED 16812405 17528167 16812405 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16787225 17509183 16787225 FIXED BSRM EMC MORTGAGE FIXED 16787015 17509340 16787015 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787242 17509431 16787242 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787021 17509563 16787021 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16790189 17510074 16790189 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790110 17510090 16790110 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16790200 17510207 16790200 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790114 17510421 16790114 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790224 17510520 16790224 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790257 17510991 16790257 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16790265 17511155 16790265 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790271 17511247 16790271 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790279 17511338 16790279 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790297 17511551 16790297 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16797963 17512203 16797963 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16797964 17512211 16797964 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16798006 17512815 16798006 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16797888 17512989 16797888 OPTION ARM BSRM EMC MORTGAGE FIXED 16798026 17513144 16798026 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16797901 17513615 16797901 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16798066 17513649 16798066 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16798077 17513789 16798077 OPTION ARM BSRM EMC MORTGAGE FIXED 16798095 17514084 16798095 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16798103 17514167 16798103 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16798109 17514241 16798109 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16798135 17514761 16798135 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16799238 17515040 16799238 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16799248 17515156 16799248 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16801232 17515693 16801232 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16801283 17516311 16801283 OPTION ARM BSRM EMC MORTGAGE FIXED 16801360 17517442 16801360 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16801379 17517723 16801379 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16801383 17517764 16801383 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16801396 17517954 16801396 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16802991 17518127 16802991 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16802995 17518176 16802995 1MPRIME IO BSRM EMC MORTGAGE FIXED 16803032 17518614 16803032 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785215 17505645 16785215 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785068 17505660 16785068 OPTION ARM BSRM EMC MORTGAGE FIXED 16785233 17505850 16785233 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785242 17505942 16785242 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785077 17506189 16785077 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785260 17506221 16785260 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16785083 17506320 16785083 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785273 17506452 16785273 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785286 17506718 16785286 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787050 17507138 16787050 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787052 17507153 16787052 OPTION ARM BSRM EMC MORTGAGE FIXED 16787061 17507245 16787061 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787105 17507724 16787105 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787109 17507765 16787109 BALLOON BSRM EMC MORTGAGE FIXED 16787117 17507849 16787117 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787124 17507930 16787124 FIXED BSRM EMC MORTGAGE FIXED 16787126 17507963 16787126 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787133 17508102 16787133 FIXED BSRM EMC MORTGAGE FIXED 16787152 17508367 16787152 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787155 17508391 16787155 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787164 17508482 16787164 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16787215 17509050 16787215 OPTION ARM BSRM EMC MORTGAGE FIXED 16787009 17509100 16787009 OPTION ARM BSRM EMC MORTGAGE FIXED 16778171 17500703 16778171 FIXED BSRM EMC MORTGAGE FIXED 16778177 17500760 16778177 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16778182 17500810 16778182 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16778199 17501057 16778199 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16778215 17501289 16778215 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16777868 17501362 16777868 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16780492 17501594 16780492 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16780495 17501636 16780495 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780517 17501982 16780517 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780415 17502147 16780415 OPTION ARM BSRM EMC MORTGAGE FIXED 16785190 17505322 16785190 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785201 17505488 16785201 FIXED BSRM EMC MORTGAGE FIXED 16785206 17505538 16785206 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780556 17502618 16780556 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780577 17502873 16780577 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780583 17502980 16780583 BALLOON BSRM EMC MORTGAGE FIXED 16780592 17503095 16780592 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780604 17503251 16780604 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16780608 17503301 16780608 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785121 17504457 16785121 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785125 17504507 16785125 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785148 17504820 16785148 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785159 17504960 16785159 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16778113 17499955 16778113 FIXED BSRM EMC MORTGAGE FIXED 16778116 17499989 16778116 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16778060 17500141 16778060 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16778132 17500224 16778132 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16778145 17500364 16778145 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16778072 17499401 16778072 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16778078 17499500 16778078 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16778082 17499559 16778082 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16778052 17499609 16778052 2/6 LIBOR BSRM EMC MORTGAGE FIXED 16778088 17499633 16778088 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16778091 17499666 16778091 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776355 17497843 16776355 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16776359 17497926 16776359 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776364 17497983 16776364 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776409 17498536 16776409 OPTION ARM BSRM EMC MORTGAGE FIXED 16776266 17498627 16776266 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776421 17498684 16776421 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16776422 17498692 16776422 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16776425 17498734 16776425 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16776270 17498783 16776270 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776274 17498924 16776274 OPTION ARM BSRM EMC MORTGAGE FIXED 16776445 17499146 16776445 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775871 17496670 16775871 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775873 17496696 16775873 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775879 17496779 16775879 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775885 17496837 16775885 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775893 17496969 16775893 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775764 17495045 16775764 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775766 17495060 16775766 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16775769 17495102 16775769 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16775656 17495185 16775656 OPTION ARM BSRM EMC MORTGAGE FIXED 16775776 17495383 16775776 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16775780 17495425 16775780 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776308 17497140 16776308 OPTION ARM BSRM EMC MORTGAGE FIXED 16776312 17497181 16776312 FIXED BSRM EMC MORTGAGE FIXED 16776316 17497223 16776316 OPTION ARM BSRM EMC MORTGAGE FIXED 16776333 17497462 16776333 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776335 17497504 16776335 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776342 17497603 16776342 FIXED BSRM EMC MORTGAGE FIXED 16776348 17497660 16776348 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767484 17487901 16767484 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767485 17487919 16767485 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16766971 17488073 16766971 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767495 17488099 16767495 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767497 17488123 16767497 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767499 17488149 16767499 OPTION ARM BSRM EMC MORTGAGE FIXED 16767504 17488222 16767504 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767507 17488255 16767507 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767516 17488362 16767516 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767525 17488560 16767525 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767532 17488669 16767532 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16767535 17488701 16767535 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772917 17488826 16772917 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772935 17489014 16772935 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772942 17489097 16772942 FIXED BSRM EMC MORTGAGE FIXED 16772947 17489147 16772947 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772755 17489204 16772755 OPTION ARM BSRM EMC MORTGAGE FIXED 16772950 17489212 16772950 OPTION ARM BSRM EMC MORTGAGE FIXED 16772959 17489378 16772959 OPTION ARM BSRM EMC MORTGAGE FIXED 16772966 17489485 16772966 FIXED BSRM EMC MORTGAGE FIXED 16772970 17489576 16772970 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16772775 17489774 16772775 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772785 17489980 16772785 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772987 17490004 16772987 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773013 17490368 16773013 FIXED BSRM EMC MORTGAGE FIXED 16773037 17490640 16773037 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772804 17490772 16772804 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773087 17491432 16773087 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773089 17491457 16773089 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773099 17491556 16773099 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773113 17491739 16773113 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773120 17491804 16773120 BALLOON BSRM EMC MORTGAGE FIXED 16773125 17491895 16773125 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772831 17491945 16772831 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773138 17492083 16773138 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773148 17492208 16773148 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773158 17492349 16773158 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773159 17492356 16773159 FIXED BSRM EMC MORTGAGE FIXED 16773174 17492570 16773174 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773055 17490913 16773055 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773066 17491028 16773066 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773067 17491036 16773067 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773079 17491259 16773079 OPTION ARM BSRM EMC MORTGAGE FIXED 16773080 17491291 16773080 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773186 17492703 16773186 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773189 17492737 16773189 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773192 17492760 16773192 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773194 17492794 16773194 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773206 17492935 16773206 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773208 17492950 16773208 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773219 17493065 16773219 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773226 17493131 16773226 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773236 17493297 16773236 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773238 17493313 16773238 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773243 17493370 16773243 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773250 17493453 16773250 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773256 17493537 16773256 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773271 17493792 16773271 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773275 17493834 16773275 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773279 17493883 16773279 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772862 17493891 16772862 OPTION ARM BSRM EMC MORTGAGE FIXED 16773304 17494329 16773304 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773308 17494360 16773308 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775727 17494550 16775727 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775747 17494782 16775747 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16775645 17494808 16775645 OPTION ARM BSRM EMC MORTGAGE FIXED 16766917 17486028 16766917 OPTION ARM BSRM EMC MORTGAGE FIXED 16767362 17486135 16767362 OPTION ARM BSRM EMC MORTGAGE FIXED 16767364 17486150 16767364 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767371 17486267 16767371 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767373 17486283 16767373 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767377 17486325 16767377 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16767385 17486473 16767385 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767389 17486549 16767389 OPTION ARM BSRM EMC MORTGAGE FIXED 16767405 17486739 16767405 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767407 17486754 16767407 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16766935 17486952 16766935 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767425 17487026 16767425 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16766941 17487042 16766941 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767448 17487356 16767448 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767452 17487398 16767452 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767457 17487455 16767457 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767462 17487505 16767462 OPTION ARM BSRM EMC MORTGAGE FIXED 16766952 17487570 16766952 OPTION ARM BSRM EMC MORTGAGE FIXED 16766956 17487612 16766956 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731427 17483116 16731427 OPTION ARM BSRM EMC MORTGAGE FIXED 16731209 17483223 16731209 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731432 17483298 16731432 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731213 17483330 16731213 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764853 17483462 16764853 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764855 17483488 16764855 OPTION ARM BSRM EMC MORTGAGE FIXED 16764858 17483512 16764858 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764860 17483538 16764860 OPTION ARM BSRM EMC MORTGAGE FIXED 16764868 17483611 16764868 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764873 17483660 16764873 OPTION ARM BSRM EMC MORTGAGE FIXED 16764790 17483777 16764790 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764891 17483959 16764891 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764894 17483991 16764894 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16764841 17484031 16764841 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764799 17484098 16764799 OPTION ARM BSRM EMC MORTGAGE FIXED 16764903 17484155 16764903 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764926 17484510 16764926 OPTION ARM BSRM EMC MORTGAGE FIXED 16764942 17484767 16764942 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16765000 17485558 16765000 OPTION ARM BSRM EMC MORTGAGE FIXED 16765013 17485681 16765013 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16765014 17485699 16765014 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764835 17485723 16764835 OPTION ARM BSRM EMC MORTGAGE FIXED 16765022 17485780 16765022 BALLOON BSRM EMC MORTGAGE FIXED 16765024 17485806 16765024 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764837 17485855 16764837 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16765029 17485871 16765029 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16765033 17485913 16765033 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764950 17484866 16764950 UNKNOWN BSRM EMC MORTGAGE FIXED 16764955 17484916 16764955 FIXED BSRM EMC MORTGAGE FIXED 16764958 17484957 16764958 UNKNOWN BSRM EMC MORTGAGE FIXED 16764960 17484973 16764960 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764963 17485012 16764963 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16764825 17485129 16764825 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764973 17485178 16764973 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764975 17485194 16764975 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764828 17485236 16764828 OPTION ARM BSRM EMC MORTGAGE FIXED 16764994 17485442 16764994 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764831 17485467 16764831 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730278 17478603 16730278 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730282 17478660 16730282 OPTION ARM BSRM EMC MORTGAGE FIXED 16730285 17478694 16730285 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730291 17478793 16730291 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16730293 17478819 16730293 OPTION ARM BSRM EMC MORTGAGE FIXED 16730295 17478835 16730295 UNKNOWN BSRM EMC MORTGAGE FIXED 16730297 17478868 16730297 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730299 17478884 16730299 UNKNOWN BSRM EMC MORTGAGE FIXED 16730306 17478959 16730306 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730312 17479015 16730312 UNKNOWN BSRM EMC MORTGAGE FIXED 16730314 17479031 16730314 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730332 17479254 16730332 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16730338 17479312 16730338 OPTION ARM BSRM EMC MORTGAGE FIXED 16730340 17479353 16730340 FIXED BSRM EMC MORTGAGE FIXED 16731304 17481664 16731304 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731305 17481672 16731305 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731308 17481714 16731308 UNKNOWN BSRM EMC MORTGAGE FIXED 16731356 17482274 16731356 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731362 17482373 16731362 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731364 17482399 16731364 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731367 17482423 16731367 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731369 17482449 16731369 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731384 17482605 16731384 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731391 17482688 16731391 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731401 17482811 16731401 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730343 17479387 16730343 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730362 17479650 16730362 OPTION ARM BSRM EMC MORTGAGE FIXED 16730378 17479890 16730378 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730080 17479924 16730080 OPTION ARM BSRM EMC MORTGAGE FIXED 16730382 17479957 16730382 UNKNOWN BSRM EMC MORTGAGE FIXED 16730387 17480013 16730387 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730398 17480138 16730398 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730403 17480187 16730403 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730409 17480286 16730409 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730097 17480518 16730097 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16730419 17480534 16730419 FIXED BSRM EMC MORTGAGE FIXED 16730100 17480666 16730100 OPTION ARM BSRM EMC MORTGAGE FIXED 16730433 17480708 16730433 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731243 17480815 16731243 UNKNOWN BSRM EMC MORTGAGE FIXED 16731173 17480948 16731173 OPTION ARM BSRM EMC MORTGAGE FIXED 16731251 17480955 16731251 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731256 17481003 16731256 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731259 17481045 16731259 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731263 17481144 16731263 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731268 17481193 16731268 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731274 17481292 16731274 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731278 17481359 16731278 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731667 17924135 16731667 UNKNOWN FLOW EMC MORTGAGE FIXED 16731670 17924168 16731670 FIXED FLOW EMC MORTGAGE FIXED 16731672 17924184 16731672 UNKNOWN FLOW EMC MORTGAGE FIXED 16731676 17924226 16731676 UNKNOWN FLOW EMC MORTGAGE FIXED 16731681 17924275 16731681 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16731700 17924473 16731700 UNKNOWN FLOW EMC MORTGAGE FIXED 16731719 17924663 16731719 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731729 17924762 16731729 UNKNOWN FLOW EMC MORTGAGE FIXED 16731750 17924978 16731750 UNKNOWN FLOW EMC MORTGAGE FIXED 16731763 17925108 16731763 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731765 17925124 16731765 FIXED FLOW EMC MORTGAGE FIXED 16731767 17925140 16731767 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731771 17925181 16731771 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16731780 17925272 16731780 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731819 17925660 16731819 FIXED FLOW EMC MORTGAGE FIXED 16731850 17925975 16731850 OPTION ARM FLOW EMC MORTGAGE FIXED 16731851 17925983 16731851 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731867 17926155 16731867 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731871 17926197 16731871 UNKNOWN FLOW EMC MORTGAGE FIXED 16731875 17926239 16731875 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731877 17926254 16731877 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731887 17926353 16731887 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731892 17926403 16731892 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731902 17926502 16731902 UNKNOWN FLOW EMC MORTGAGE FIXED 16731911 17926593 16731911 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731789 17925363 16731789 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16730240 17478124 16730240 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730245 17478207 16730245 OPTION ARM BSRM EMC MORTGAGE FIXED 16730247 17478223 16730247 UNKNOWN BSRM EMC MORTGAGE FIXED 16730050 17478249 16730050 FIXED BSRM EMC MORTGAGE FIXED 16730253 17478314 16730253 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730258 17478389 16730258 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730262 17478439 16730262 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728209 17477712 16728209 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16727993 17477753 16727993 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728211 17477787 16728211 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728213 17477803 16728213 UNKNOWN BSRM EMC MORTGAGE FIXED 16728218 17477852 16728218 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730216 17477886 16730216 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16730220 17477928 16730220 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730229 17478017 16730229 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730232 17478041 16730232 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728133 17476672 16728133 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16727976 17476821 16727976 OPTION ARM BSRM EMC MORTGAGE FIXED 16728148 17476912 16728148 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728163 17477126 16728163 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728170 17477191 16728170 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728180 17477340 16728180 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728187 17477431 16728187 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728190 17477464 16728190 OPTION ARM BSRM EMC MORTGAGE FIXED 16728191 17477472 16728191 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728202 17477613 16728202 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16823758 18073395 16823758 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16118216 13631890 16118216 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801810 18029090 16801810 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16658631 16087231 16658631 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16658568 16086605 16658568 FIXED FLOW EMC MORTGAGE FIXED 16658519 16086118 16658519 FIXED FLOW EMC MORTGAGE FIXED 16656789 16081903 16656789 UNKNOWN FLOW EMC MORTGAGE FIXED 16656744 16081457 16656744 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16809191 18048009 16809191 FIXED FLOW EMC MORTGAGE FIXED 16809198 18048074 16809198 FIXED FLOW EMC MORTGAGE FIXED 16809382 18049916 16809382 UNKNOWN FLOW EMC MORTGAGE FIXED 16809391 18050005 16809391 UNKNOWN FLOW EMC MORTGAGE FIXED 16809408 18050179 16809408 UNKNOWN FLOW EMC MORTGAGE FIXED 16813571 18055756 16813571 UNKNOWN FLOW EMC MORTGAGE FIXED 16804104 18039461 16804104 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804111 18039537 16804111 FIXED FLOW EMC MORTGAGE FIXED 16804156 18039982 16804156 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806835 18042333 16806835 FIXED FLOW EMC MORTGAGE FIXED 16806877 18042754 16806877 UNKNOWN FLOW EMC MORTGAGE FIXED 16806998 18043968 16806998 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807026 18044248 16807026 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807098 18044966 16807098 OPTION ARM FLOW EMC MORTGAGE FIXED 16803445 18032870 16803445 UNKNOWN FLOW EMC MORTGAGE FIXED 16803460 18033027 16803460 UNKNOWN FLOW EMC MORTGAGE FIXED 16803669 18035113 16803669 UNKNOWN FLOW EMC MORTGAGE FIXED 16803671 18035139 16803671 UNKNOWN FLOW EMC MORTGAGE FIXED 16803677 18035196 16803677 UNKNOWN FLOW EMC MORTGAGE FIXED 16803779 18036210 16803779 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803808 18036509 16803808 OPTION ARM FLOW EMC MORTGAGE FIXED 16803914 18037564 16803914 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803921 18037630 16803921 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803969 18038117 16803969 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803991 18038331 16803991 UNKNOWN FLOW EMC MORTGAGE FIXED 16803992 18038349 16803992 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803994 18038364 16803994 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804018 18038604 16804018 UNKNOWN FLOW EMC MORTGAGE FIXED 16804021 18038638 16804021 UNKNOWN FLOW EMC MORTGAGE FIXED 16804032 18038745 16804032 FIXED FLOW EMC MORTGAGE FIXED 16804042 18038844 16804042 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801823 18029223 16801823 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778996 17986423 16778996 UNKNOWN FLOW EMC MORTGAGE FIXED 16778998 17986449 16778998 UNKNOWN FLOW EMC MORTGAGE FIXED 16778999 17986456 16778999 1MPRIME IO FLOW EMC MORTGAGE FIXED 16779000 17986464 16779000 UNKNOWN FLOW EMC MORTGAGE FIXED 16779001 17986472 16779001 UNKNOWN FLOW EMC MORTGAGE FIXED 16779002 17986480 16779002 UNKNOWN FLOW EMC MORTGAGE FIXED 16780737 17987991 16780737 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780753 17988155 16780753 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780759 17988213 16780759 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16780783 17988452 16780783 UNKNOWN FLOW EMC MORTGAGE FIXED 16780820 17988825 16780820 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16780829 17988916 16780829 UNKNOWN FLOW EMC MORTGAGE FIXED 16780919 17989815 16780919 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16780964 17990268 16780964 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781032 17990946 16781032 UNKNOWN FLOW EMC MORTGAGE FIXED 16781034 17990961 16781034 UNKNOWN FLOW EMC MORTGAGE FIXED 16781063 17991258 16781063 OPTION ARM FLOW EMC MORTGAGE FIXED 16781117 17991795 16781117 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781206 17992686 16781206 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781407 17994690 16781407 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784658 17996323 16784658 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784751 17997255 16784751 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784777 17997511 16784777 UNKNOWN FLOW EMC MORTGAGE FIXED 16784864 17998386 16784864 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784883 17998576 16784883 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784891 17998659 16784891 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16786275 18000950 16786275 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788430 18001685 16788430 UNKNOWN FLOW EMC MORTGAGE FIXED 16788484 18002220 16788484 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788526 18002642 16788526 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788568 18003061 16788568 FIXED FLOW EMC MORTGAGE FIXED 16788572 18003103 16788572 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788711 18004507 16788711 UNKNOWN FLOW EMC MORTGAGE FIXED 16789027 18007666 16789027 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790390 18008797 16790390 UNKNOWN FLOW EMC MORTGAGE FIXED 16790521 18010108 16790521 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778865 17985110 16778865 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778924 17985706 16778924 UNKNOWN FLOW EMC MORTGAGE FIXED 16778925 17985714 16778925 UNKNOWN FLOW EMC MORTGAGE FIXED 16778926 17985722 16778926 UNKNOWN FLOW EMC MORTGAGE FIXED 16778927 17985730 16778927 UNKNOWN FLOW EMC MORTGAGE FIXED 16778928 17985748 16778928 UNKNOWN FLOW EMC MORTGAGE FIXED 16778929 17985755 16778929 UNKNOWN FLOW EMC MORTGAGE FIXED 16778931 17985771 16778931 UNKNOWN FLOW EMC MORTGAGE FIXED 16778933 17985797 16778933 UNKNOWN FLOW EMC MORTGAGE FIXED 16778935 17985813 16778935 UNKNOWN FLOW EMC MORTGAGE FIXED 16778936 17985821 16778936 UNKNOWN FLOW EMC MORTGAGE FIXED 16778938 17985847 16778938 UNKNOWN FLOW EMC MORTGAGE FIXED 16778940 17985862 16778940 UNKNOWN FLOW EMC MORTGAGE FIXED 16778945 17985912 16778945 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16778947 17985938 16778947 5/1 LIBOR IO FLOW EMC MORTGAGE FIXED 16778948 17985946 16778948 UNKNOWN FLOW EMC MORTGAGE FIXED 16778949 17985953 16778949 UNKNOWN FLOW EMC MORTGAGE FIXED 16778950 17985961 16778950 UNKNOWN FLOW EMC MORTGAGE FIXED 16778951 17985979 16778951 UNKNOWN FLOW EMC MORTGAGE FIXED 16778952 17985987 16778952 UNKNOWN FLOW EMC MORTGAGE FIXED 16778953 17985995 16778953 UNKNOWN FLOW EMC MORTGAGE FIXED 16778954 17986001 16778954 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778955 17986019 16778955 UNKNOWN FLOW EMC MORTGAGE FIXED 16778957 17986035 16778957 UNKNOWN FLOW EMC MORTGAGE FIXED 16778958 17986043 16778958 UNKNOWN FLOW EMC MORTGAGE FIXED 16778959 17986050 16778959 UNKNOWN FLOW EMC MORTGAGE FIXED 16778960 17986068 16778960 UNKNOWN FLOW EMC MORTGAGE FIXED 16778962 17986084 16778962 UNKNOWN FLOW EMC MORTGAGE FIXED 16778964 17986100 16778964 UNKNOWN FLOW EMC MORTGAGE FIXED 16778965 17986118 16778965 UNKNOWN FLOW EMC MORTGAGE FIXED 16778967 17986134 16778967 UNKNOWN FLOW EMC MORTGAGE FIXED 16778969 17986159 16778969 UNKNOWN FLOW EMC MORTGAGE FIXED 16778970 17986167 16778970 UNKNOWN FLOW EMC MORTGAGE FIXED 16778971 17986175 16778971 UNKNOWN FLOW EMC MORTGAGE FIXED 16778973 17986191 16778973 UNKNOWN FLOW EMC MORTGAGE FIXED 16778974 17986209 16778974 UNKNOWN FLOW EMC MORTGAGE FIXED 16778975 17986217 16778975 UNKNOWN FLOW EMC MORTGAGE FIXED 16778976 17986225 16778976 UNKNOWN FLOW EMC MORTGAGE FIXED 16778978 17986241 16778978 UNKNOWN FLOW EMC MORTGAGE FIXED 16778979 17986258 16778979 UNKNOWN FLOW EMC MORTGAGE FIXED 16778980 17986266 16778980 UNKNOWN FLOW EMC MORTGAGE FIXED 16778982 17986282 16778982 UNKNOWN FLOW EMC MORTGAGE FIXED 16778983 17986290 16778983 UNKNOWN FLOW EMC MORTGAGE FIXED 16778984 17986308 16778984 UNKNOWN FLOW EMC MORTGAGE FIXED 16778988 17986340 16778988 UNKNOWN FLOW EMC MORTGAGE FIXED 16778989 17986357 16778989 UNKNOWN FLOW EMC MORTGAGE FIXED 16778990 17986365 16778990 UNKNOWN FLOW EMC MORTGAGE FIXED 16778991 17986373 16778991 UNKNOWN FLOW EMC MORTGAGE FIXED 16778993 17986399 16778993 UNKNOWN FLOW EMC MORTGAGE FIXED 16778994 17986407 16778994 UNKNOWN FLOW EMC MORTGAGE FIXED 16778995 17986415 16778995 UNKNOWN FLOW EMC MORTGAGE FIXED 16778620 17982661 16778620 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778639 17982851 16778639 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778660 17983065 16778660 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778675 17983214 16778675 UNKNOWN FLOW EMC MORTGAGE FIXED 16778677 17983230 16778677 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778719 17983651 16778719 OPTION ARM FLOW EMC MORTGAGE FIXED 16778758 17984048 16778758 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778289 17979352 16778289 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778422 17980681 16778422 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778439 17980855 16778439 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778499 17981457 16778499 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778587 17982331 16778587 UNKNOWN FLOW EMC MORTGAGE FIXED 16778617 17982638 16778617 UNKNOWN FLOW EMC MORTGAGE FIXED 16776998 17976085 16776998 UNKNOWN FLOW EMC MORTGAGE FIXED 16777042 17976523 16777042 OPTION ARM FLOW EMC MORTGAGE FIXED 16777089 17976994 16777089 UNKNOWN FLOW EMC MORTGAGE FIXED 16777100 17977109 16777100 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777117 17977273 16777117 OPTION ARM FLOW EMC MORTGAGE FIXED 16777121 17977315 16777121 FIXED FLOW EMC MORTGAGE FIXED 16778259 17979055 16778259 FIXED FLOW EMC MORTGAGE FIXED 16768513 17942137 16768513 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768526 17942269 16768526 UNKNOWN FLOW EMC MORTGAGE FIXED 16770536 17943051 16770536 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770653 17944232 16770653 UNKNOWN FLOW EMC MORTGAGE FIXED 16770665 17944356 16770665 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770773 17945445 16770773 UNKNOWN FLOW EMC MORTGAGE FIXED 16770875 17946468 16770875 FIXED FLOW EMC MORTGAGE FIXED 16770916 17946872 16770916 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770968 17947391 16770968 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770971 17947425 16770971 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16770984 17947557 16770984 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771023 17947946 16771023 OPTION ARM FLOW EMC MORTGAGE FIXED 16771031 17948027 16771031 UNKNOWN FLOW EMC MORTGAGE FIXED 16771076 17948472 16771076 UNKNOWN FLOW EMC MORTGAGE FIXED 16771080 17948514 16771080 UNKNOWN FLOW EMC MORTGAGE FIXED 16771083 17948548 16771083 UNKNOWN FLOW EMC MORTGAGE FIXED 16771102 17948738 16771102 UNKNOWN FLOW EMC MORTGAGE FIXED 16771154 17949256 16771154 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771190 17949611 16771190 UNKNOWN FLOW EMC MORTGAGE FIXED 16771290 17950619 16771290 UNKNOWN FLOW EMC MORTGAGE FIXED 16771304 17950759 16771304 OPTION ARM FLOW EMC MORTGAGE FIXED 16771326 17950973 16771326 OPTION ARM FLOW EMC MORTGAGE FIXED 16771727 17951922 16771727 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771770 17952359 16771770 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771779 17952441 16771779 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771892 17953571 16771892 FIXED FLOW EMC MORTGAGE FIXED 16771896 17953613 16771896 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771914 17953795 16771914 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16771927 17953928 16771927 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771952 17954181 16771952 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771964 17954306 16771964 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771981 17954470 16771981 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16772029 17954959 16772029 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16772393 17958596 16772393 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16772468 17959347 16772468 FIXED FLOW EMC MORTGAGE FIXED 16772502 17959685 16772502 UNKNOWN FLOW EMC MORTGAGE FIXED 16772505 17959719 16772505 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16774839 17962580 16774839 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16774847 17962663 16774847 UNKNOWN FLOW EMC MORTGAGE FIXED 16774869 17962887 16774869 UNKNOWN FLOW EMC MORTGAGE FIXED 16774872 17962911 16774872 UNKNOWN FLOW EMC MORTGAGE FIXED 16775015 17964347 16775015 UNKNOWN FLOW EMC MORTGAGE FIXED 16775027 17964461 16775027 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775036 17964552 16775036 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775071 17964917 16775071 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775074 17964941 16775074 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775167 17965872 16775167 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775181 17966011 16775181 UNKNOWN FLOW EMC MORTGAGE FIXED 16775217 17966375 16775217 UNKNOWN FLOW EMC MORTGAGE FIXED 16775222 17966425 16775222 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775232 17966524 16775232 UNKNOWN FLOW EMC MORTGAGE FIXED 16775375 17967951 16775375 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775492 17969122 16775492 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775548 17969684 16775548 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775550 17969700 16775550 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775558 17969783 16775558 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775598 17970187 16775598 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775600 17970203 16775600 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775606 17970260 16775606 UNKNOWN FLOW EMC MORTGAGE FIXED 16776541 17971516 16776541 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776762 17973728 16776762 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776803 17974130 16776803 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776856 17974668 16776856 UNKNOWN FLOW EMC MORTGAGE FIXED 16776983 17975939 16776983 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776986 17975962 16776986 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765636 17934936 16765636 OPTION ARM FLOW EMC MORTGAGE FIXED 16767928 17936279 16767928 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767952 17936519 16767952 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768006 17937053 16768006 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16768068 17937681 16768068 UNKNOWN FLOW EMC MORTGAGE FIXED 16768203 17939034 16768203 UNKNOWN FLOW EMC MORTGAGE FIXED 16768381 17940818 16768381 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768424 17941246 16768424 UNKNOWN FLOW EMC MORTGAGE FIXED 16765144 17930017 16765144 OPTION ARM FLOW EMC MORTGAGE FIXED 16765198 17930553 16765198 OPTION ARM FLOW EMC MORTGAGE FIXED 16765221 17930785 16765221 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765268 17931254 16765268 FIXED FLOW EMC MORTGAGE FIXED 16765276 17931338 16765276 UNKNOWN FLOW EMC MORTGAGE FIXED 16765302 17931593 16765302 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765333 17931908 16765333 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16765341 17931981 16765341 UNKNOWN FLOW EMC MORTGAGE FIXED 16765366 17932237 16765366 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765457 17933144 16765457 UNKNOWN FLOW EMC MORTGAGE FIXED 16765465 17933227 16765465 UNKNOWN FLOW EMC MORTGAGE FIXED 16765610 17934670 16765610 UNKNOWN FLOW EMC MORTGAGE FIXED 16731770 17925173 16731770 FIXED FLOW EMC MORTGAGE FIXED 16731885 17926338 16731885 FIXED FLOW EMC MORTGAGE FIXED 16731890 17926387 16731890 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16732017 17927666 16732017 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16765063 17929209 16765063 OPTION ARM FLOW EMC MORTGAGE FIXED 16765067 17929241 16765067 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729997 17921388 16729997 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731492 17922386 16731492 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731503 17922493 16731503 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731596 17923426 16731596 UNKNOWN FLOW EMC MORTGAGE FIXED 16731615 17923616 16731615 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16731643 17923897 16731643 UNKNOWN FLOW EMC MORTGAGE FIXED 16731646 17923921 16731646 UNKNOWN FLOW EMC MORTGAGE FIXED 16731647 17923939 16731647 UNKNOWN FLOW EMC MORTGAGE FIXED 16731648 17923947 16731648 UNKNOWN FLOW EMC MORTGAGE FIXED 16731649 17923954 16731649 UNKNOWN FLOW EMC MORTGAGE FIXED 16731650 17923962 16731650 UNKNOWN FLOW EMC MORTGAGE FIXED 16731654 17924002 16731654 UNKNOWN FLOW EMC MORTGAGE FIXED 16731660 17924069 16731660 UNKNOWN FLOW EMC MORTGAGE FIXED 16731663 17924093 16731663 UNKNOWN FLOW EMC MORTGAGE FIXED 16731665 17924119 16731665 UNKNOWN FLOW EMC MORTGAGE FIXED 16731696 17924432 16731696 UNKNOWN FLOW EMC MORTGAGE FIXED 16728580 17911587 16728580 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728592 17911702 16728592 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728611 17911892 16728611 UNKNOWN FLOW EMC MORTGAGE FIXED 16728652 17912304 16728652 UNKNOWN FLOW EMC MORTGAGE FIXED 16728668 17912460 16728668 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728743 17913211 16728743 UNKNOWN FLOW EMC MORTGAGE FIXED 16728766 17913443 16728766 UNKNOWN FLOW EMC MORTGAGE FIXED 16728786 17913641 16728786 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728810 17913880 16728810 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16728825 17914037 16728825 FIXED FLOW EMC MORTGAGE FIXED 16728890 17914680 16728890 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729474 17916131 16729474 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729480 17916198 16729480 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729493 17916321 16729493 OPTION ARM FLOW EMC MORTGAGE FIXED 16729529 17916685 16729529 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729549 17916883 16729549 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729560 17916990 16729560 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729566 17917055 16729566 FIXED FLOW EMC MORTGAGE FIXED 16729590 17917295 16729590 OPTION ARM FLOW EMC MORTGAGE FIXED 16729689 17918293 16729689 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729691 17918319 16729691 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16729785 17919267 16729785 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729883 17920240 16729883 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729905 17920463 16729905 FIXED FLOW EMC MORTGAGE FIXED 16729912 17920539 16729912 FIXED FLOW EMC MORTGAGE FIXED 16729932 17920737 16729932 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723172 17899980 16723172 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723225 17900515 16723225 UNKNOWN FLOW EMC MORTGAGE FIXED 16723227 17900531 16723227 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723239 17900655 16723239 UNKNOWN FLOW EMC MORTGAGE FIXED 16723249 17900754 16723249 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723501 17903279 16723501 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723519 17903451 16723519 UNKNOWN FLOW EMC MORTGAGE FIXED 16723673 17904996 16723673 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723750 17905761 16723750 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723808 17906348 16723808 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728226 17908047 16728226 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728283 17908617 16728283 OPTION ARM FLOW EMC MORTGAGE FIXED 16728295 17908732 16728295 UNKNOWN FLOW EMC MORTGAGE FIXED 16728329 17909078 16728329 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728367 17909458 16728367 OPTION ARM FLOW EMC MORTGAGE FIXED 16728369 17909474 16728369 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728393 17909714 16728393 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728505 17910837 16728505 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728515 17910936 16728515 UNKNOWN FLOW EMC MORTGAGE FIXED 16728546 17911249 16728546 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722077 17895814 16722077 UNKNOWN FLOW EMC MORTGAGE FIXED 16722187 17896911 16722187 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722321 17898255 16722321 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722344 17898487 16722344 UNKNOWN FLOW EMC MORTGAGE FIXED 16718858 17888876 16718858 UNKNOWN FLOW EMC MORTGAGE FIXED 16718980 17890096 16718980 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16719002 17890310 16719002 FIXED FLOW EMC MORTGAGE FIXED 16719007 17890369 16719007 OPTION ARM FLOW EMC MORTGAGE FIXED 16719029 17890591 16719029 2/6 LIBOR FLOW EMC MORTGAGE FIXED 16719040 17890708 16719040 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719044 17890740 16719044 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16719115 17891482 16719115 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721737 17892407 16721737 BALLOON FLOW EMC MORTGAGE FIXED 16721983 17894874 16721983 UNKNOWN FLOW EMC MORTGAGE FIXED 16722026 17895301 16722026 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718360 17883877 16718360 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718364 17883919 16718364 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718474 17885013 16718474 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718537 17885641 16718537 UNKNOWN FLOW EMC MORTGAGE FIXED 16718577 17886045 16718577 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718592 17886193 16718592 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718594 17886219 16718594 UNKNOWN FLOW EMC MORTGAGE FIXED 16718692 17887209 16718692 OPTION ARM FLOW EMC MORTGAGE FIXED 16718707 17887357 16718707 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718723 17887514 16718723 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713706 17862053 16713706 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16713784 17862830 16713784 FIXED FLOW EMC MORTGAGE FIXED 16713922 17864216 16713922 UNKNOWN FLOW EMC MORTGAGE FIXED 16713956 17864554 16713956 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714015 17865148 16714015 UNKNOWN FLOW EMC MORTGAGE FIXED 16714024 17865239 16714024 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714096 17865957 16714096 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714716 17867763 16714716 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714862 17869223 16714862 UNKNOWN FLOW EMC MORTGAGE FIXED 16714887 17869470 16714887 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714953 17870130 16714953 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16715064 17871245 16715064 UNKNOWN FLOW EMC MORTGAGE FIXED 16715165 17872250 16715165 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717203 17875071 16717203 FIXED IO FLOW EMC MORTGAGE FIXED 16717217 17875212 16717217 UNKNOWN FLOW EMC MORTGAGE FIXED 16717220 17875246 16717220 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717523 17878273 16717523 UNKNOWN FLOW EMC MORTGAGE FIXED 16717587 17878919 16717587 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717606 17879107 16717606 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16717619 17879230 16717619 FIXED FLOW EMC MORTGAGE FIXED 16717667 17879719 16717667 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717681 17879859 16717681 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717724 17880287 16717724 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717739 17880436 16717739 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718224 17882515 16718224 UNKNOWN FLOW EMC MORTGAGE FIXED 16718258 17882853 16718258 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718266 17882937 16718266 FIXED FLOW EMC MORTGAGE FIXED 16718314 17883414 16718314 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718323 17883505 16718323 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16707976 17840422 16707976 UNKNOWN FLOW EMC MORTGAGE FIXED 16707994 17840604 16707994 UNKNOWN FLOW EMC MORTGAGE FIXED 16707998 17840646 16707998 UNKNOWN FLOW EMC MORTGAGE FIXED 16708013 17840794 16708013 UNKNOWN FLOW EMC MORTGAGE FIXED 16708020 17840869 16708020 UNKNOWN FLOW EMC MORTGAGE FIXED 16708039 17841057 16708039 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708056 17841222 16708056 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708174 17842402 16708174 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708179 17842451 16708179 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708190 17842568 16708190 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708262 17843285 16708262 UNKNOWN FLOW EMC MORTGAGE FIXED 16708293 17843590 16708293 OPTION ARM FLOW EMC MORTGAGE FIXED 16709581 17846247 16709581 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709813 17848573 16709813 FIXED FLOW EMC MORTGAGE FIXED 16709849 17848938 16709849 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709870 17849142 16709870 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709956 17850009 16709956 FIXED FLOW EMC MORTGAGE FIXED 16709971 17850157 16709971 UNKNOWN FLOW EMC MORTGAGE FIXED 16710001 17850454 16710001 UNKNOWN FLOW EMC MORTGAGE FIXED 16710044 17850884 16710044 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710086 17851304 16710086 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710093 17851379 16710093 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710169 17852138 16710169 OPTION ARM FLOW EMC MORTGAGE FIXED 16710176 17852211 16710176 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710219 17852641 16710219 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710693 17853268 16710693 FIXED FLOW EMC MORTGAGE FIXED 16710822 17854563 16710822 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16710858 17854928 16710858 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16710913 17855479 16710913 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16710969 17856030 16710969 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711003 17856378 16711003 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711018 17856527 16711018 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711131 17857657 16711131 UNKNOWN FLOW EMC MORTGAGE FIXED 16711180 17858143 16711180 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711273 17859075 16711273 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711315 17859497 16711315 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706566 17830597 16706566 FIXED FLOW EMC MORTGAGE FIXED 16706573 17830662 16706573 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706757 17832502 16706757 UNKNOWN FLOW EMC MORTGAGE FIXED 16706777 17832700 16706777 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706831 17833245 16706831 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707055 17835489 16707055 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16707766 17838327 16707766 UNKNOWN FLOW EMC MORTGAGE FIXED 16707823 17838897 16707823 UNKNOWN FLOW EMC MORTGAGE FIXED 16704718 17828583 16704718 UNKNOWN FLOW EMC MORTGAGE FIXED 16704250 17823899 16704250 UNKNOWN FLOW EMC MORTGAGE FIXED 16704253 17823923 16704253 UNKNOWN FLOW EMC MORTGAGE FIXED 16704255 17823949 16704255 UNKNOWN FLOW EMC MORTGAGE FIXED 16704384 17825233 16704384 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16704531 17826710 16704531 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704598 17827387 16704598 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704697 17828377 16704697 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704698 17828385 16704698 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697971 17820242 16697971 UNKNOWN FLOW EMC MORTGAGE FIXED 16697973 17820267 16697973 UNKNOWN FLOW EMC MORTGAGE FIXED 16697974 17820275 16697974 UNKNOWN FLOW EMC MORTGAGE FIXED 16697976 17820291 16697976 UNKNOWN FLOW EMC MORTGAGE FIXED 16697986 17820390 16697986 UNKNOWN FLOW EMC MORTGAGE FIXED 16697991 17820440 16697991 UNKNOWN FLOW EMC MORTGAGE FIXED 16697993 17820465 16697993 UNKNOWN FLOW EMC MORTGAGE FIXED 16697995 17820481 16697995 UNKNOWN FLOW EMC MORTGAGE FIXED 16698003 17820564 16698003 UNKNOWN FLOW EMC MORTGAGE FIXED 16698008 17820614 16698008 UNKNOWN FLOW EMC MORTGAGE FIXED 16698012 17820655 16698012 UNKNOWN FLOW EMC MORTGAGE FIXED 16698016 17820697 16698016 UNKNOWN FLOW EMC MORTGAGE FIXED 16698022 17820754 16698022 UNKNOWN FLOW EMC MORTGAGE FIXED 16698029 17820820 16698029 UNKNOWN FLOW EMC MORTGAGE FIXED 16698030 17820838 16698030 UNKNOWN FLOW EMC MORTGAGE FIXED 16698043 17820960 16698043 UNKNOWN FLOW EMC MORTGAGE FIXED 16698044 17820978 16698044 UNKNOWN FLOW EMC MORTGAGE FIXED 16698056 17821091 16698056 UNKNOWN FLOW EMC MORTGAGE FIXED 16698061 17821141 16698061 UNKNOWN FLOW EMC MORTGAGE FIXED 16698062 17821158 16698062 UNKNOWN FLOW EMC MORTGAGE FIXED 16704029 17821687 16704029 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16704036 17821752 16704036 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704055 17821943 16704055 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16704234 17823733 16704234 UNKNOWN FLOW EMC MORTGAGE FIXED 16704236 17823758 16704236 UNKNOWN FLOW EMC MORTGAGE FIXED 16704239 17823782 16704239 UNKNOWN FLOW EMC MORTGAGE FIXED 16697675 17817271 16697675 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16676294 17422239 16676294 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16679084 17424334 16679084 OPTION ARM BSRM EMC MORTGAGE FIXED 16678980 17424599 16678980 OPTION ARM BSRM EMC MORTGAGE FIXED 16683711 17430281 16683711 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683828 17430539 16683828 OPTION ARM BSRM EMC MORTGAGE FIXED 16683736 17431180 16683736 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683739 17431222 16683739 OPTION ARM BSRM EMC MORTGAGE FIXED 16790665 18011544 16790665 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693560 16205403 16693560 FIXED FLOW EMC MORTGAGE FIXED 16770935 17947060 16770935 UNKNOWN FLOW EMC MORTGAGE FIXED 16768324 17940248 16768324 OPTION ARM FLOW EMC MORTGAGE FIXED 16765589 17934464 16765589 UNKNOWN FLOW EMC MORTGAGE FIXED 16798177 18017277 16798177 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16650398 16052920 16650398 UNKNOWN FLOW EMC MORTGAGE FIXED 16648660 16042079 16648660 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801417 18025155 16801417 UNKNOWN FLOW EMC MORTGAGE FIXED 16790980 18014696 16790980 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16791091 18015800 16791091 OPTION ARM FLOW EMC MORTGAGE FIXED 16791182 18016717 16791182 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798176 18017269 16798176 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798285 18018358 16798285 FIXED FLOW EMC MORTGAGE FIXED 16798422 18019729 16798422 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798441 18019919 16798441 UNKNOWN FLOW EMC MORTGAGE FIXED 16798464 18020149 16798464 FIXED FLOW EMC MORTGAGE FIXED 16798478 18020289 16798478 OPTION ARM FLOW EMC MORTGAGE FIXED 16798493 18020438 16798493 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798508 18020586 16798508 UNKNOWN FLOW EMC MORTGAGE FIXED 16798536 18020867 16798536 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798541 18020917 16798541 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798809 18023598 16798809 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798909 18024596 16798909 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801680 18027797 16801680 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801718 18028175 16801718 UNKNOWN FLOW EMC MORTGAGE FIXED 16801736 18028357 16801736 FIXED FLOW EMC MORTGAGE FIXED 16801757 18028563 16801757 UNKNOWN FLOW EMC MORTGAGE FIXED 16801772 18028712 16801772 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775059 17964792 16775059 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16730057 17478769 16730057 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730058 17478785 16730058 OPTION ARM BSRM EMC MORTGAGE FIXED 16731664 17924101 16731664 UNKNOWN FLOW EMC MORTGAGE FIXED 16823439 17535758 16823439 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16823499 17536566 16823499 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16813839 18058438 16813839 UNKNOWN FLOW EMC MORTGAGE FIXED 16813853 18058578 16813853 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721934 17894387 16721934 UNKNOWN FLOW EMC MORTGAGE FIXED 16775697 17496852 16775697 OPTION ARM BSRM EMC MORTGAGE FIXED 16774979 17963984 16774979 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16806450 17522129 16806450 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16813960 18059642 16813960 UNKNOWN FLOW EMC MORTGAGE FIXED 16775637 17970575 16775637 UNKNOWN FLOW EMC MORTGAGE FIXED 16665477 16112377 16665477 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16839795 18109397 16839795 UNKNOWN FLOW EMC MORTGAGE FIXED 16838602 18100560 16838602 UNKNOWN FLOW EMC MORTGAGE FIXED 16835813 18098343 16835813 UNKNOWN FLOW EMC MORTGAGE FIXED 16835818 18098392 16835818 UNKNOWN FLOW EMC MORTGAGE FIXED 16826546 18080309 16826546 UNKNOWN FLOW EMC MORTGAGE FIXED 16826547 18080317 16826547 UNKNOWN FLOW EMC MORTGAGE FIXED 16826548 18080325 16826548 UNKNOWN FLOW EMC MORTGAGE FIXED 16826549 18080333 16826549 UNKNOWN FLOW EMC MORTGAGE FIXED 16826664 18081489 16826664 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16832952 18087825 16832952 UNKNOWN FLOW EMC MORTGAGE FIXED 16823859 18074401 16823859 UNKNOWN FLOW EMC MORTGAGE FIXED 16823869 18074500 16823869 UNKNOWN FLOW EMC MORTGAGE FIXED 16823963 18075440 16823963 UNKNOWN FLOW EMC MORTGAGE FIXED 16823983 18075648 16823983 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16823993 18075747 16823993 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824001 18075820 16824001 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16824007 18075887 16824007 UNKNOWN FLOW EMC MORTGAGE FIXED 16824024 18076059 16824024 UNKNOWN FLOW EMC MORTGAGE FIXED 16824040 18076216 16824040 UNKNOWN FLOW EMC MORTGAGE FIXED 16824044 18076257 16824044 UNKNOWN FLOW EMC MORTGAGE FIXED 16824051 18076323 16824051 UNKNOWN FLOW EMC MORTGAGE FIXED 16824071 18076521 16824071 2/6 LIBOR IO FLOW EMC MORTGAGE FIXED 16824075 18076562 16824075 UNKNOWN FLOW EMC MORTGAGE FIXED 16824076 18076570 16824076 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824081 18076620 16824081 UNKNOWN FLOW EMC MORTGAGE FIXED 16824087 18076687 16824087 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824092 18076737 16824092 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16824102 18076836 16824102 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824113 18076943 16824113 UNKNOWN FLOW EMC MORTGAGE FIXED 16824118 18076992 16824118 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824121 18077024 16824121 UNKNOWN FLOW EMC MORTGAGE FIXED 16824131 18077123 16824131 UNKNOWN FLOW EMC MORTGAGE FIXED 16824165 18077461 16824165 UNKNOWN FLOW EMC MORTGAGE FIXED 16824184 18077651 16824184 UNKNOWN FLOW EMC MORTGAGE FIXED 16824200 18077818 16824200 UNKNOWN FLOW EMC MORTGAGE FIXED 16824220 18078014 16824220 UNKNOWN FLOW EMC MORTGAGE FIXED 16824228 18078097 16824228 UNKNOWN FLOW EMC MORTGAGE FIXED 16824231 18078121 16824231 UNKNOWN FLOW EMC MORTGAGE FIXED 16824235 18078162 16824235 UNKNOWN FLOW EMC MORTGAGE FIXED 16824237 18078188 16824237 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824238 18078196 16824238 UNKNOWN FLOW EMC MORTGAGE FIXED 16824245 18078261 16824245 UNKNOWN FLOW EMC MORTGAGE FIXED 16824252 18078337 16824252 UNKNOWN FLOW EMC MORTGAGE FIXED 16824261 18078428 16824261 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824266 18078477 16824266 UNKNOWN FLOW EMC MORTGAGE FIXED 16824271 18078527 16824271 UNKNOWN FLOW EMC MORTGAGE FIXED 16824298 18078790 16824298 UNKNOWN FLOW EMC MORTGAGE FIXED 16824301 18078824 16824301 UNKNOWN FLOW EMC MORTGAGE FIXED 16824315 18078964 16824315 UNKNOWN FLOW EMC MORTGAGE FIXED 16824323 18079046 16824323 UNKNOWN FLOW EMC MORTGAGE FIXED 16824331 18079129 16824331 UNKNOWN FLOW EMC MORTGAGE FIXED 16824338 18079194 16824338 UNKNOWN FLOW EMC MORTGAGE FIXED 16824342 18079236 16824342 UNKNOWN FLOW EMC MORTGAGE FIXED 16824345 18079269 16824345 UNKNOWN FLOW EMC MORTGAGE FIXED 16824358 18079392 16824358 UNKNOWN FLOW EMC MORTGAGE FIXED 16824380 18079616 16824380 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824383 18079640 16824383 UNKNOWN FLOW EMC MORTGAGE FIXED 16824404 18079855 16824404 UNKNOWN FLOW EMC MORTGAGE FIXED 16824405 18079863 16824405 UNKNOWN FLOW EMC MORTGAGE FIXED 16824413 18079947 16824413 OPTION ARM FLOW EMC MORTGAGE FIXED 16824416 18079970 16824416 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824419 18080002 16824419 UNKNOWN FLOW EMC MORTGAGE FIXED 16824422 18080036 16824422 UNKNOWN FLOW EMC MORTGAGE FIXED 16819484 18068189 16819484 UNKNOWN FLOW EMC MORTGAGE FIXED 16819485 18068197 16819485 UNKNOWN FLOW EMC MORTGAGE FIXED 16819489 18068239 16819489 UNKNOWN FLOW EMC MORTGAGE FIXED 16819496 18068304 16819496 UNKNOWN FLOW EMC MORTGAGE FIXED 16819520 18068544 16819520 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16819545 18068791 16819545 UNKNOWN FLOW EMC MORTGAGE FIXED 16819548 18068825 16819548 UNKNOWN FLOW EMC MORTGAGE FIXED 16819562 18068965 16819562 UNKNOWN FLOW EMC MORTGAGE FIXED 16819663 18069971 16819663 UNKNOWN FLOW EMC MORTGAGE FIXED 16819681 18070169 16819681 UNKNOWN FLOW EMC MORTGAGE FIXED 16819738 18070730 16819738 UNKNOWN FLOW EMC MORTGAGE FIXED 16819750 18070854 16819750 UNKNOWN FLOW EMC MORTGAGE FIXED 16819764 18070995 16819764 UNKNOWN FLOW EMC MORTGAGE FIXED 16819782 18071175 16819782 UNKNOWN FLOW EMC MORTGAGE FIXED 16819793 18071282 16819793 UNKNOWN FLOW EMC MORTGAGE FIXED 16819809 18071449 16819809 UNKNOWN FLOW EMC MORTGAGE FIXED 16819844 18071795 16819844 UNKNOWN FLOW EMC MORTGAGE FIXED 16823651 18072322 16823651 UNKNOWN FLOW EMC MORTGAGE FIXED 16823656 18072371 16823656 UNKNOWN FLOW EMC MORTGAGE FIXED 16823657 18072389 16823657 UNKNOWN FLOW EMC MORTGAGE FIXED 16823658 18072397 16823658 UNKNOWN FLOW EMC MORTGAGE FIXED 16823661 18072421 16823661 UNKNOWN FLOW EMC MORTGAGE FIXED 16823672 18072538 16823672 UNKNOWN FLOW EMC MORTGAGE FIXED 16823699 18072801 16823699 UNKNOWN FLOW EMC MORTGAGE FIXED 16823743 18073247 16823743 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16823754 18073353 16823754 UNKNOWN FLOW EMC MORTGAGE FIXED 16819445 18067793 16819445 UNKNOWN FLOW EMC MORTGAGE FIXED 16819463 18067975 16819463 UNKNOWN FLOW EMC MORTGAGE FIXED 16819475 18068098 16819475 UNKNOWN FLOW EMC MORTGAGE FIXED 16819476 18068106 16819476 UNKNOWN FLOW EMC MORTGAGE FIXED 16819477 18068114 16819477 UNKNOWN FLOW EMC MORTGAGE FIXED 16819480 18068148 16819480 UNKNOWN FLOW EMC MORTGAGE FIXED 16819481 18068155 16819481 UNKNOWN FLOW EMC MORTGAGE FIXED 16819482 18068163 16819482 UNKNOWN FLOW EMC MORTGAGE FIXED 16819194 18065268 16819194 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16819229 18065615 16819229 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16819265 18065979 16819265 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16813961 18059659 16813961 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16813962 18059667 16813962 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16813974 18059782 16813974 OPTION ARM FLOW EMC MORTGAGE FIXED 16813986 18059907 16813986 UNKNOWN FLOW EMC MORTGAGE FIXED 16814005 18060095 16814005 UNKNOWN FLOW EMC MORTGAGE FIXED 16814012 18060160 16814012 UNKNOWN FLOW EMC MORTGAGE FIXED 16814020 18060244 16814020 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16814041 18060459 16814041 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16814069 18060731 16814069 FIXED FLOW EMC MORTGAGE FIXED 16814094 18060988 16814094 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16814137 18061416 16814137 FIXED FLOW EMC MORTGAGE FIXED 16814163 18061671 16814163 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16814239 18062430 16814239 UNKNOWN FLOW EMC MORTGAGE FIXED 16814252 18062562 16814252 UNKNOWN FLOW EMC MORTGAGE FIXED 16814257 18062612 16814257 UNKNOWN FLOW EMC MORTGAGE FIXED 16814260 18062646 16814260 UNKNOWN FLOW EMC MORTGAGE FIXED 16814276 18062802 16814276 UNKNOWN FLOW EMC MORTGAGE FIXED 16814280 18062844 16814280 UNKNOWN FLOW EMC MORTGAGE FIXED 16813651 18056556 16813651 UNKNOWN FLOW EMC MORTGAGE FIXED 16813663 18056671 16813663 FIXED FLOW EMC MORTGAGE FIXED 16813666 18056705 16813666 UNKNOWN FLOW EMC MORTGAGE FIXED 16813670 18056747 16813670 UNKNOWN FLOW EMC MORTGAGE FIXED 16813673 18056770 16813673 UNKNOWN FLOW EMC MORTGAGE FIXED 16813743 18057471 16813743 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16813913 18059170 16813913 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16813941 18059451 16813941 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16809465 18050740 16809465 UNKNOWN FLOW EMC MORTGAGE FIXED 16809572 18051813 16809572 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16809582 18051912 16809582 UNKNOWN FLOW EMC MORTGAGE FIXED 16809585 18051946 16809585 UNKNOWN FLOW EMC MORTGAGE FIXED 16809605 18052142 16809605 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16809635 18052449 16809635 FIXED FLOW EMC MORTGAGE FIXED 16809647 18052563 16809647 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16809664 18052738 16809664 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16809705 18053140 16809705 FIXED FLOW EMC MORTGAGE FIXED 16809712 18053215 16809712 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16809727 18053363 16809727 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16813564 18055681 16813564 UNKNOWN FLOW EMC MORTGAGE FIXED 16813566 18055707 16813566 UNKNOWN FLOW EMC MORTGAGE FIXED 16813578 18055822 16813578 UNKNOWN FLOW EMC MORTGAGE FIXED 16813609 18056135 16813609 UNKNOWN FLOW EMC MORTGAGE FIXED 16813611 18056150 16813611 UNKNOWN FLOW EMC MORTGAGE FIXED 16809388 18049973 16809388 UNKNOWN FLOW EMC MORTGAGE FIXED 16809396 18050054 16809396 FIXED FLOW EMC MORTGAGE FIXED 16809401 18050104 16809401 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16809407 18050161 16809407 UNKNOWN FLOW EMC MORTGAGE FIXED 16809414 18050237 16809414 UNKNOWN FLOW EMC MORTGAGE FIXED 16809444 18050534 16809444 FIXED FLOW EMC MORTGAGE FIXED 16804159 18040014 16804159 FIXED FLOW EMC MORTGAGE FIXED 16804182 18040246 16804182 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806683 18040816 16806683 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16806684 18040824 16806684 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16806691 18040899 16806691 UNKNOWN FLOW EMC MORTGAGE FIXED 16806695 18040931 16806695 UNKNOWN FLOW EMC MORTGAGE FIXED 16806729 18041277 16806729 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806739 18041376 16806739 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806784 18041822 16806784 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16806836 18042341 16806836 UNKNOWN FLOW EMC MORTGAGE FIXED 16806848 18042465 16806848 UNKNOWN FLOW EMC MORTGAGE FIXED 16806884 18042820 16806884 UNKNOWN FLOW EMC MORTGAGE FIXED 16806899 18042978 16806899 OPTION ARM FLOW EMC MORTGAGE FIXED 16806932 18043307 16806932 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806949 18043471 16806949 UNKNOWN FLOW EMC MORTGAGE FIXED 16806973 18043711 16806973 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16806982 18043802 16806982 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807015 18044131 16807015 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807017 18044156 16807017 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807024 18044222 16807024 UNKNOWN FLOW EMC MORTGAGE FIXED 16807038 18044362 16807038 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807056 18044545 16807056 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807062 18044602 16807062 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807077 18044750 16807077 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807080 18044784 16807080 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807082 18044800 16807082 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807087 18044859 16807087 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807095 18044933 16807095 UNKNOWN FLOW EMC MORTGAGE FIXED 16807116 18045146 16807116 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807124 18045229 16807124 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807128 18045260 16807128 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807131 18045294 16807131 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807135 18045336 16807135 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807156 18045542 16807156 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16807160 18045583 16807160 FIXED FLOW EMC MORTGAGE FIXED 16807172 18045708 16807172 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807236 18046342 16807236 UNKNOWN FLOW EMC MORTGAGE FIXED 16807268 18046664 16807268 UNKNOWN FLOW EMC MORTGAGE FIXED 16807373 18047712 16807373 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16809195 18048041 16809195 UNKNOWN FLOW EMC MORTGAGE FIXED 16809205 18048140 16809205 UNKNOWN FLOW EMC MORTGAGE FIXED 16809211 18048207 16809211 UNKNOWN FLOW EMC MORTGAGE FIXED 16809295 18049049 16809295 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16809298 18049072 16809298 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803964 18038067 16803964 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803970 18038125 16803970 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803973 18038158 16803973 UNKNOWN FLOW EMC MORTGAGE FIXED 16803974 18038166 16803974 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803977 18038190 16803977 OPTION ARM FLOW EMC MORTGAGE FIXED 16803983 18038257 16803983 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803999 18038414 16803999 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804012 18038547 16804012 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804024 18038661 16804024 UNKNOWN FLOW EMC MORTGAGE FIXED 16804027 18038695 16804027 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804102 18039446 16804102 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804112 18039545 16804112 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804122 18039644 16804122 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804130 18039727 16804130 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804134 18039768 16804134 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804149 18039917 16804149 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804152 18039941 16804152 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16804154 18039966 16804154 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803822 18036640 16803822 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803827 18036699 16803827 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803853 18036954 16803853 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803859 18037010 16803859 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803939 18037812 16803939 OPTION ARM FLOW EMC MORTGAGE FIXED 16803943 18037853 16803943 FIXED FLOW EMC MORTGAGE FIXED 16803951 18037937 16803951 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803342 18031849 16803342 UNKNOWN FLOW EMC MORTGAGE FIXED 16803343 18031856 16803343 UNKNOWN FLOW EMC MORTGAGE FIXED 16803344 18031864 16803344 UNKNOWN FLOW EMC MORTGAGE FIXED 16803346 18031880 16803346 UNKNOWN FLOW EMC MORTGAGE FIXED 16803349 18031914 16803349 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803403 18032458 16803403 UNKNOWN FLOW EMC MORTGAGE FIXED 16803413 18032557 16803413 UNKNOWN FLOW EMC MORTGAGE FIXED 16803426 18032680 16803426 FIXED FLOW EMC MORTGAGE FIXED 16803433 18032755 16803433 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803440 18032821 16803440 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803446 18032888 16803446 UNKNOWN FLOW EMC MORTGAGE FIXED 16803471 18033134 16803471 UNKNOWN FLOW EMC MORTGAGE FIXED 16803478 18033209 16803478 OPTION ARM FLOW EMC MORTGAGE FIXED 16803484 18033266 16803484 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803485 18033274 16803485 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803487 18033290 16803487 FIXED FLOW EMC MORTGAGE FIXED 16803497 18033399 16803497 UNKNOWN FLOW EMC MORTGAGE FIXED 16803504 18033464 16803504 OPTION ARM FLOW EMC MORTGAGE FIXED 16803531 18033738 16803531 2/6 LIBOR IO FLOW EMC MORTGAGE FIXED 16803541 18033837 16803541 UNKNOWN FLOW EMC MORTGAGE FIXED 16803571 18034132 16803571 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803584 18034264 16803584 UNKNOWN FLOW EMC MORTGAGE FIXED 16803591 18034330 16803591 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803593 18034355 16803593 OPTION ARM FLOW EMC MORTGAGE FIXED 16803601 18034439 16803601 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803606 18034488 16803606 UNKNOWN FLOW EMC MORTGAGE FIXED 16803632 18034744 16803632 FIXED FLOW EMC MORTGAGE FIXED 16803639 18034819 16803639 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803654 18034967 16803654 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803661 18035030 16803661 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803672 18035147 16803672 UNKNOWN FLOW EMC MORTGAGE FIXED 16803685 18035279 16803685 FIXED FLOW EMC MORTGAGE FIXED 16803712 18035543 16803712 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803713 18035550 16803713 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803718 18035600 16803718 UNKNOWN FLOW EMC MORTGAGE FIXED 16803730 18035725 16803730 UNKNOWN FLOW EMC MORTGAGE FIXED 16803742 18035840 16803742 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16803743 18035857 16803743 UNKNOWN FLOW EMC MORTGAGE FIXED 16803746 18035881 16803746 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803758 18036004 16803758 UNKNOWN FLOW EMC MORTGAGE FIXED 16803759 18036012 16803759 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803769 18036111 16803769 UNKNOWN FLOW EMC MORTGAGE FIXED 16803772 18036145 16803772 UNKNOWN FLOW EMC MORTGAGE FIXED 16803777 18036194 16803777 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803785 18036277 16803785 UNKNOWN FLOW EMC MORTGAGE FIXED 16803792 18036343 16803792 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803796 18036384 16803796 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16803816 18036582 16803816 OPTION ARM FLOW EMC MORTGAGE FIXED 16798932 18024828 16798932 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801439 18025379 16801439 UNKNOWN FLOW EMC MORTGAGE FIXED 16801440 18025387 16801440 UNKNOWN FLOW EMC MORTGAGE FIXED 16801445 18025437 16801445 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801453 18025510 16801453 UNKNOWN FLOW EMC MORTGAGE FIXED 16801466 18025650 16801466 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801468 18025676 16801468 UNKNOWN FLOW EMC MORTGAGE FIXED 16801474 18025734 16801474 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801477 18025767 16801477 UNKNOWN FLOW EMC MORTGAGE FIXED 16801478 18025775 16801478 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801480 18025791 16801480 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801481 18025809 16801481 FIXED FLOW EMC MORTGAGE FIXED 16801488 18025874 16801488 UNKNOWN FLOW EMC MORTGAGE FIXED 16801493 18025924 16801493 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801494 18025932 16801494 UNKNOWN FLOW EMC MORTGAGE FIXED 16801502 18026013 16801502 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801503 18026021 16801503 FIXED FLOW EMC MORTGAGE FIXED 16801515 18026146 16801515 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801525 18026245 16801525 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16801533 18026328 16801533 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801538 18026377 16801538 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801542 18026419 16801542 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801558 18026575 16801558 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801566 18026658 16801566 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801573 18026724 16801573 UNKNOWN FLOW EMC MORTGAGE FIXED 16801574 18026732 16801574 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801582 18026815 16801582 UNKNOWN FLOW EMC MORTGAGE FIXED 16801587 18026864 16801587 UNKNOWN FLOW EMC MORTGAGE FIXED 16801591 18026906 16801591 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801602 18027011 16801602 FIXED FLOW EMC MORTGAGE FIXED 16801606 18027052 16801606 UNKNOWN FLOW EMC MORTGAGE FIXED 16801638 18027375 16801638 UNKNOWN FLOW EMC MORTGAGE FIXED 16801674 18027730 16801674 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801685 18027847 16801685 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801686 18027854 16801686 UNKNOWN FLOW EMC MORTGAGE FIXED 16801697 18027961 16801697 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801713 18028126 16801713 FIXED FLOW EMC MORTGAGE FIXED 16801733 18028324 16801733 UNKNOWN FLOW EMC MORTGAGE FIXED 16801760 18028597 16801760 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801763 18028621 16801763 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801766 18028654 16801766 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801769 18028688 16801769 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801771 18028704 16801771 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801776 18028753 16801776 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801780 18028795 16801780 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801792 18028910 16801792 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801794 18028936 16801794 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801802 18029017 16801802 UNKNOWN FLOW EMC MORTGAGE FIXED 16801827 18029264 16801827 UNKNOWN FLOW EMC MORTGAGE FIXED 16801829 18029280 16801829 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801839 18029389 16801839 UNKNOWN FLOW EMC MORTGAGE FIXED 16801844 18029439 16801844 UNKNOWN FLOW EMC MORTGAGE FIXED 16801848 18029470 16801848 UNKNOWN FLOW EMC MORTGAGE FIXED 16801852 18029512 16801852 UNKNOWN FLOW EMC MORTGAGE FIXED 16801854 18029538 16801854 UNKNOWN FLOW EMC MORTGAGE FIXED 16801897 18029967 16801897 UNKNOWN FLOW EMC MORTGAGE FIXED 16801905 18030049 16801905 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801936 18030353 16801936 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801968 18030676 16801968 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801971 18030700 16801971 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801976 18030759 16801976 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801985 18030841 16801985 OPTION ARM FLOW EMC MORTGAGE FIXED 16801996 18030957 16801996 FIXED FLOW EMC MORTGAGE FIXED 16802003 18031021 16802003 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798659 18022095 16798659 FIXED FLOW EMC MORTGAGE FIXED 16798669 18022194 16798669 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798670 18022202 16798670 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798682 18022327 16798682 UNKNOWN FLOW EMC MORTGAGE FIXED 16798684 18022343 16798684 UNKNOWN FLOW EMC MORTGAGE FIXED 16798704 18022541 16798704 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798706 18022566 16798706 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798709 18022590 16798709 UNKNOWN FLOW EMC MORTGAGE FIXED 16798719 18022699 16798719 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798720 18022707 16798720 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798721 18022715 16798721 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798723 18022731 16798723 UNKNOWN FLOW EMC MORTGAGE FIXED 16798733 18022830 16798733 FIXED FLOW EMC MORTGAGE FIXED 16798747 18022970 16798747 FIXED FLOW EMC MORTGAGE FIXED 16798752 18023028 16798752 FIXED FLOW EMC MORTGAGE FIXED 16798791 18023416 16798791 FIXED FLOW EMC MORTGAGE FIXED 16798828 18023788 16798828 OPTION ARM FLOW EMC MORTGAGE FIXED 16798842 18023929 16798842 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798886 18024364 16798886 OPTION ARM FLOW EMC MORTGAGE FIXED 16798560 18021105 16798560 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798572 18021220 16798572 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798205 18017558 16798205 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798210 18017608 16798210 UNKNOWN FLOW EMC MORTGAGE FIXED 16798244 18017947 16798244 UNKNOWN FLOW EMC MORTGAGE FIXED 16798249 18017996 16798249 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798250 18018002 16798250 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798269 18018192 16798269 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798271 18018218 16798271 FIXED FLOW EMC MORTGAGE FIXED 16798277 18018275 16798277 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798281 18018317 16798281 FIXED FLOW EMC MORTGAGE FIXED 16798306 18018564 16798306 OPTION ARM FLOW EMC MORTGAGE FIXED 16798307 18018572 16798307 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798316 18018663 16798316 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798330 18018804 16798330 UNKNOWN FLOW EMC MORTGAGE FIXED 16798331 18018812 16798331 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798336 18018861 16798336 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798341 18018911 16798341 FIXED FLOW EMC MORTGAGE FIXED 16798347 18018978 16798347 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798354 18019042 16798354 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798363 18019133 16798363 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798371 18019216 16798371 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798403 18019539 16798403 UNKNOWN FLOW EMC MORTGAGE FIXED 16798416 18019661 16798416 UNKNOWN FLOW EMC MORTGAGE FIXED 16798420 18019703 16798420 OPTION ARM FLOW EMC MORTGAGE FIXED 16798421 18019711 16798421 FIXED FLOW EMC MORTGAGE FIXED 16798426 18019760 16798426 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798430 18019802 16798430 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798432 18019828 16798432 OPTION ARM FLOW EMC MORTGAGE FIXED 16798435 18019851 16798435 UNKNOWN FLOW EMC MORTGAGE FIXED 16798436 18019869 16798436 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798449 18019992 16798449 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798455 18020057 16798455 FIXED FLOW EMC MORTGAGE FIXED 16798496 18020461 16798496 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16683689 17429895 16683689 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16656146 16075434 16656146 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718506 17885336 16718506 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16654280 16070609 16654280 OPTION ARM FLOW EMC MORTGAGE FIXED 16654314 16070948 16654314 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16654473 16072548 16654473 UNKNOWN FLOW EMC MORTGAGE FIXED 16654513 16072944 16654513 UNKNOWN FLOW EMC MORTGAGE FIXED 16653707 16064875 16653707 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16653720 16065005 16653720 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16651290 16058091 16651290 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711021 17856550 16711021 OPTION ARM FLOW EMC MORTGAGE FIXED 16776866 17974767 16776866 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697671 16222598 16697671 UNKNOWN FLOW EMC MORTGAGE FIXED 16697587 16221756 16697587 OPTION ARM FLOW EMC MORTGAGE FIXED 16697599 16221871 16697599 FIXED FLOW EMC MORTGAGE FIXED 16697522 16221103 16697522 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697541 16221293 16697541 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697551 16221392 16697551 UNKNOWN FLOW EMC MORTGAGE FIXED 16697561 16221491 16697561 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697567 16221558 16697567 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697493 16220816 16697493 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696647 16218711 16696647 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696653 16218794 16696653 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696660 16218877 16696660 UNKNOWN FLOW EMC MORTGAGE FIXED 16697438 16220253 16697438 UNKNOWN FLOW EMC MORTGAGE FIXED 16696543 16217663 16696543 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696575 16217986 16696575 UNKNOWN FLOW EMC MORTGAGE FIXED 16696581 16218042 16696581 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696598 16218216 16696598 UNKNOWN FLOW EMC MORTGAGE FIXED 16696610 16218331 16696610 UNKNOWN FLOW EMC MORTGAGE FIXED 16696641 16218646 16696641 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696479 16217028 16696479 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696483 16217069 16696483 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696505 16217283 16696505 OPTION ARM FLOW EMC MORTGAGE FIXED 16696345 16215683 16696345 FIXED FLOW EMC MORTGAGE FIXED 16696456 16216798 16696456 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696338 16215618 16696338 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696283 16215063 16696283 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696252 16214751 16696252 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696216 16214397 16696216 OPTION ARM FLOW EMC MORTGAGE FIXED 16696135 16213589 16696135 UNKNOWN FLOW EMC MORTGAGE FIXED 16696138 16213613 16696138 UNKNOWN FLOW EMC MORTGAGE FIXED 16696147 16213704 16696147 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696089 16213126 16696089 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16695925 16211484 16695925 OPTION ARM FLOW EMC MORTGAGE FIXED 16695937 16211609 16695937 FIXED FLOW EMC MORTGAGE FIXED 16695960 16211831 16695960 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16695986 16212094 16695986 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16694101 16210817 16694101 OPTION ARM FLOW EMC MORTGAGE FIXED 16694128 16211088 16694128 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16694043 16210239 16694043 UNKNOWN FLOW EMC MORTGAGE FIXED 16693980 16209603 16693980 UNKNOWN FLOW EMC MORTGAGE FIXED 16693983 16209637 16693983 UNKNOWN FLOW EMC MORTGAGE FIXED 16693997 16209777 16693997 UNKNOWN FLOW EMC MORTGAGE FIXED 16694001 16209819 16694001 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16694014 16209942 16694014 UNKNOWN FLOW EMC MORTGAGE FIXED 16694022 16210023 16694022 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693977 16209579 16693977 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693909 16208894 16693909 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693830 16208100 16693830 UNKNOWN FLOW EMC MORTGAGE FIXED 16693832 16208126 16693832 FIXED FLOW EMC MORTGAGE FIXED 16693874 16208548 16693874 OPTION ARM FLOW EMC MORTGAGE FIXED 16693818 16207987 16693818 UNKNOWN FLOW EMC MORTGAGE FIXED 16693806 16207862 16693806 UNKNOWN FLOW EMC MORTGAGE FIXED 16718525 17885526 16718525 FIXED FLOW EMC MORTGAGE FIXED 16693816 16207961 16693816 UNKNOWN FLOW EMC MORTGAGE FIXED 16693777 16207573 16693777 UNKNOWN FLOW EMC MORTGAGE FIXED 16693727 16207078 16693727 UNKNOWN FLOW EMC MORTGAGE FIXED 16693728 16207086 16693728 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16693731 16207110 16693731 UNKNOWN FLOW EMC MORTGAGE FIXED 16693734 16207144 16693734 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693725 16207052 16693725 UNKNOWN FLOW EMC MORTGAGE FIXED 16693702 16206823 16693702 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693685 16206658 16693685 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693700 16206807 16693700 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693625 16206054 16693625 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693629 16206096 16693629 UNKNOWN FLOW EMC MORTGAGE FIXED 16693649 16206294 16693649 FIXED FLOW EMC MORTGAGE FIXED 16693478 16204588 16693478 UNKNOWN FLOW EMC MORTGAGE FIXED 16693483 16204638 16693483 OPTION ARM FLOW EMC MORTGAGE FIXED 16693505 16204851 16693505 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693609 16205890 16693609 UNKNOWN FLOW EMC MORTGAGE FIXED 16693410 16203903 16693410 FIXED FLOW EMC MORTGAGE FIXED 16693445 16204257 16693445 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693451 16204315 16693451 UNKNOWN FLOW EMC MORTGAGE FIXED 16692727 16202350 16692727 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692688 16201964 16692688 OPTION ARM FLOW EMC MORTGAGE FIXED 16692699 16202079 16692699 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692636 16201444 16692636 FIXED FLOW EMC MORTGAGE FIXED 16692655 16201634 16692655 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16692429 16199374 16692429 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16692316 16198236 16692316 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692319 16198269 16692319 UNKNOWN FLOW EMC MORTGAGE FIXED 16692410 16199184 16692410 UNKNOWN FLOW EMC MORTGAGE FIXED 16692290 16197972 16692290 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692252 16197592 16692252 UNKNOWN FLOW EMC MORTGAGE FIXED 16771014 17947854 16771014 UNKNOWN FLOW EMC MORTGAGE FIXED 16721628 17470709 16721628 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775392 17968124 16775392 FIXED FLOW EMC MORTGAGE FIXED 16723037 17474990 16723037 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730336 17479296 16730336 UNKNOWN BSRM EMC MORTGAGE FIXED 16808260 17524935 16808260 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16835165 17547738 16835165 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718609 17886367 16718609 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786995 17508037 16786995 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731758 17925058 16731758 UNKNOWN FLOW EMC MORTGAGE FIXED 16692182 16196891 16692182 UNKNOWN FLOW EMC MORTGAGE FIXED 16731180 17481243 16731180 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16692138 16196453 16692138 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788994 18007336 16788994 UNKNOWN FLOW EMC MORTGAGE FIXED 16731644 17923905 16731644 UNKNOWN FLOW EMC MORTGAGE FIXED 16731656 17924028 16731656 UNKNOWN FLOW EMC MORTGAGE FIXED 16765064 17929217 16765064 UNKNOWN FLOW EMC MORTGAGE FIXED 16790529 18010181 16790529 UNKNOWN FLOW EMC MORTGAGE FIXED 16730217 17477894 16730217 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16818951 17534710 16818951 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716250 17465048 16716250 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16806622 17524521 16806622 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16806756 18041541 16806756 UNKNOWN FLOW EMC MORTGAGE FIXED 16730072 17479536 16730072 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785221 17505728 16785221 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16772922 17488883 16772922 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16688349 16192627 16688349 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692530 16200388 16692530 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16704721 17828617 16704721 BALLOON FLOW EMC MORTGAGE FIXED 16706737 17832304 16706737 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688615 16195281 16688615 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16688493 16194060 16688493 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688497 16194102 16688497 UNKNOWN FLOW EMC MORTGAGE FIXED 16688528 16194417 16688528 UNKNOWN FLOW EMC MORTGAGE FIXED 16688556 16194698 16688556 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16688437 16193500 16688437 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16688459 16193724 16688459 OPTION ARM FLOW EMC MORTGAGE FIXED 16688314 16192270 16688314 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688328 16192411 16688328 FIXED FLOW EMC MORTGAGE FIXED 16688034 16189474 16688034 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16688104 16190175 16688104 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688408 16193211 16688408 FIXED FLOW EMC MORTGAGE FIXED 16688242 16191553 16688242 FIXED FLOW EMC MORTGAGE FIXED 16688245 16191587 16688245 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688263 16191769 16688263 OPTION ARM FLOW EMC MORTGAGE FIXED 16688295 16192080 16688295 FIXED FLOW EMC MORTGAGE FIXED 16686342 16189052 16686342 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16686234 16187973 16686234 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16686261 16188245 16686261 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16686265 16188286 16686265 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16686086 16186488 16686086 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16686144 16187072 16686144 FIXED FLOW EMC MORTGAGE FIXED 16686178 16187411 16686178 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16686003 16185654 16686003 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16685954 16185159 16685954 FIXED FLOW EMC MORTGAGE FIXED 16685811 16183725 16685811 FIXED FLOW EMC MORTGAGE FIXED 16684820 16181109 16684820 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16684895 16181851 16684895 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16685700 16182610 16685700 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16685722 16182834 16685722 FIXED FLOW EMC MORTGAGE FIXED 16684615 16179053 16684615 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16684623 16179137 16684623 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16684670 16179608 16684670 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16684691 16179814 16684691 FIXED FLOW EMC MORTGAGE FIXED 16684713 16180036 16684713 OPTION ARM FLOW EMC MORTGAGE FIXED 16684752 16180424 16684752 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16684763 16180531 16684763 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16684779 16180697 16684779 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16684464 16177545 16684464 FIXED FLOW EMC MORTGAGE FIXED 16684529 16178196 16684529 UNKNOWN FLOW EMC MORTGAGE FIXED 16684548 16178386 16684548 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16684578 16178683 16684578 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16684220 16175101 16684220 FIXED FLOW EMC MORTGAGE FIXED 16684150 16174401 16684150 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16684174 16174641 16684174 UNKNOWN FLOW EMC MORTGAGE FIXED 16681705 16169666 16681705 FIXED FLOW EMC MORTGAGE FIXED 16681712 16169732 16681712 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681713 16169740 16681713 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16681802 16170631 16681802 UNKNOWN FLOW EMC MORTGAGE FIXED 16681842 16171035 16681842 OPTION ARM FLOW EMC MORTGAGE FIXED 16681935 16171969 16681935 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681698 16169591 16681698 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681657 16169187 16681657 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681603 16168643 16681603 FIXED FLOW EMC MORTGAGE FIXED 16681620 16168817 16681620 UNKNOWN FLOW EMC MORTGAGE FIXED 16681640 16169013 16681640 UNKNOWN FLOW EMC MORTGAGE FIXED 16681575 16168361 16681575 FIXED FLOW EMC MORTGAGE FIXED 16681512 16167736 16681512 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681514 16167751 16681514 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681494 16167553 16681494 UNKNOWN FLOW EMC MORTGAGE FIXED 16667410 16125452 16667410 FIXED FLOW EMC MORTGAGE FIXED 16681421 16166829 16681421 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680409 16160814 16680409 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16680460 16161325 16680460 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680611 16162836 16680611 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680740 16164121 16680740 OPTION ARM FLOW EMC MORTGAGE FIXED 16680101 16157737 16680101 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680268 16159402 16680268 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16676885 16156499 16676885 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16676805 16155681 16676805 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16676723 16154866 16676723 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16676773 16155368 16676773 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16674449 16148546 16674449 FIXED FLOW EMC MORTGAGE FIXED 16674527 16149320 16674527 UNKNOWN FLOW EMC MORTGAGE FIXED 16674576 16149817 16674576 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16674616 16150211 16674616 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16674663 16150682 16674663 UNKNOWN FLOW EMC MORTGAGE FIXED 16674681 16150864 16674681 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16674410 16148157 16674410 FIXED FLOW EMC MORTGAGE FIXED 16674292 16146979 16674292 FIXED FLOW EMC MORTGAGE FIXED 16674361 16147662 16674361 UNKNOWN FLOW EMC MORTGAGE FIXED 16673252 16143216 16673252 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16673294 16143638 16673294 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16673300 16143695 16673300 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16674042 16144446 16674042 FIXED FLOW EMC MORTGAGE FIXED 16674072 16144768 16674072 UNKNOWN FLOW EMC MORTGAGE FIXED 16674176 16145815 16674176 FIXED FLOW EMC MORTGAGE FIXED 16674190 16145955 16674190 UNKNOWN FLOW EMC MORTGAGE FIXED 16673197 16142663 16673197 UNKNOWN FLOW EMC MORTGAGE FIXED 16673199 16142689 16673199 UNKNOWN FLOW EMC MORTGAGE FIXED 16673120 16141897 16673120 UNKNOWN FLOW EMC MORTGAGE FIXED 16672973 16140428 16672973 OPTION ARM FLOW EMC MORTGAGE FIXED 16672983 16140527 16672983 FIXED FLOW EMC MORTGAGE FIXED 16672824 16138935 16672824 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16658703 16087959 16658703 FIXED FLOW EMC MORTGAGE FIXED 16684817 16181075 16684817 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16672715 16137846 16672715 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16672601 16136707 16672601 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16672469 16135386 16672469 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16670901 16133233 16670901 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16670913 16133357 16670913 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16670878 16133001 16670878 UNKNOWN FLOW EMC MORTGAGE FIXED 16670736 16131583 16670736 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16670696 16131187 16670696 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16670522 16129447 16670522 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16670553 16129751 16670553 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16670414 16128365 16670414 FIXED FLOW EMC MORTGAGE FIXED 16670438 16128605 16670438 UNKNOWN FLOW EMC MORTGAGE FIXED 16670365 16127870 16670365 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16670298 16127201 16670298 FIXED FLOW EMC MORTGAGE FIXED 16667322 16124554 16667322 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16667324 16124570 16667324 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16667362 16124976 16667362 FIXED FLOW EMC MORTGAGE FIXED 16667142 16122749 16667142 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16667185 16123176 16667185 FIXED FLOW EMC MORTGAGE FIXED 16667202 16123341 16667202 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16667205 16123374 16667205 UNKNOWN FLOW EMC MORTGAGE FIXED 16666811 16119430 16666811 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16665964 16117244 16665964 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16665857 16116170 16665857 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16665918 16116782 16665918 FIXED FLOW EMC MORTGAGE FIXED 16665949 16117095 16665949 UNKNOWN FLOW EMC MORTGAGE FIXED 16665748 16115081 16665748 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16665614 16113748 16665614 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16664473 16111171 16664473 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16664523 16111676 16664523 OPTION ARM FLOW EMC MORTGAGE FIXED 16664399 16110439 16664399 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16664349 16109936 16664349 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16664057 16107013 16664057 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16664195 16108391 16664195 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16664200 16108441 16664200 UNKNOWN FLOW EMC MORTGAGE FIXED 16664215 16108599 16664215 UNKNOWN FLOW EMC MORTGAGE FIXED 16664293 16109373 16664293 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16664046 16106908 16664046 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16643877 16026841 16643877 FIXED FLOW EMC MORTGAGE FIXED 16662706 16102105 16662706 UNKNOWN FLOW EMC MORTGAGE FIXED 16776328 17497355 16776328 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16776416 17498635 16776416 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16776277 17498973 16776277 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16777852 17500687 16777852 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16780514 17501941 16780514 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16785198 17505447 16785198 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16797868 17512344 16797868 OPTION ARM BSRM EMC MORTGAGE FIXED 16803108 17519596 16803108 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16803252 17521659 16803252 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16764875 17483710 16764875 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764789 17483769 16764789 OPTION ARM BSRM EMC MORTGAGE FIXED 16764792 17483793 16764792 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764888 17483918 16764888 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764912 17484296 16764912 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764965 17485053 16764965 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764991 17485418 16764991 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16765034 17485921 16765034 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767402 17486705 16767402 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16766951 17487562 16766951 OPTION ARM BSRM EMC MORTGAGE FIXED 16766958 17487638 16766958 OPTION ARM BSRM EMC MORTGAGE FIXED 16766962 17487786 16766962 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16766975 17488180 16766975 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16766981 17488503 16766981 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772940 17489071 16772940 OPTION ARM BSRM EMC MORTGAGE FIXED 16773095 17491515 16773095 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773245 17493396 16773245 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16775652 17495110 16775652 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714569 17462995 16714569 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714667 17464140 16714667 UNKNOWN BSRM EMC MORTGAGE FIXED 16716254 17465105 16716254 OPTION ARM BSRM EMC MORTGAGE FIXED 16716274 17465378 16716274 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16716337 17466210 16716337 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716339 17466244 16716339 UNKNOWN BSRM EMC MORTGAGE FIXED 16716342 17466277 16716342 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717988 17467473 16717988 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717896 17467713 16717896 OPTION ARM BSRM EMC MORTGAGE FIXED 16718056 17468331 16718056 UNKNOWN BSRM EMC MORTGAGE FIXED 16718059 17468364 16718059 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718091 17468778 16718091 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721534 17469438 16721534 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721609 17470410 16721609 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721707 17472044 16721707 OPTION ARM BSRM EMC MORTGAGE FIXED 16722782 17472887 16722782 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722921 17473398 16722921 OPTION ARM BSRM EMC MORTGAGE FIXED 16722937 17473620 16722937 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722940 17473661 16722940 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16722808 17474123 16722808 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723027 17474859 16723027 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728088 17476128 16728088 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728118 17476482 16728118 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16727969 17476664 16727969 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16727982 17477035 16727982 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728161 17477100 16728161 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730090 17480427 16730090 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730096 17480500 16730096 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731281 17481383 16731281 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731319 17481854 16731319 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731370 17482456 16731370 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16764788 17483702 16764788 OPTION ARM BSRM EMC MORTGAGE FIXED 16713379 17459967 16713379 OPTION ARM BSRM EMC MORTGAGE FIXED 16713429 17460643 16713429 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713450 17461005 16713450 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713329 17461922 16713329 OPTION ARM BSRM EMC MORTGAGE FIXED 16713513 17462342 16713513 OPTION ARM BSRM EMC MORTGAGE FIXED 16675059 17421314 16675059 OPTION ARM BSRM EMC MORTGAGE FIXED 16676403 17422825 16676403 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16679117 17424847 16679117 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16679023 17425992 16679023 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16679204 17426347 16679204 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681165 17429051 16681165 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683843 17430778 16683843 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16683867 17431107 16683867 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16685488 17433731 16685488 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16687930 17434929 16687930 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16692031 17438730 16692031 OPTION ARM BSRM EMC MORTGAGE FIXED 16693182 17439761 16693182 OPTION ARM BSRM EMC MORTGAGE FIXED 16693206 17440041 16693206 FIXED BSRM EMC MORTGAGE FIXED 16693263 17440926 16693263 FIXED BSRM EMC MORTGAGE FIXED 16695841 17442963 16695841 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697327 17445750 16697327 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697161 17445982 16697161 OPTION ARM BSRM EMC MORTGAGE FIXED 16700066 17446402 16700066 BALLOON BSRM EMC MORTGAGE FIXED 16700177 17447988 16700177 OPTION ARM BSRM EMC MORTGAGE FIXED 16706260 17448754 16706260 UNKNOWN BSRM EMC MORTGAGE FIXED 16706289 17449141 16706289 UNKNOWN BSRM EMC MORTGAGE FIXED 16706211 17449505 16706211 2/6 LIBOR BSRM EMC MORTGAGE FIXED 16707445 17451402 16707445 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707333 17451832 16707333 OPTION ARM BSRM EMC MORTGAGE FIXED 16707340 17452103 16707340 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707637 17454133 16707637 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707648 17454398 16707648 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707665 17454562 16707665 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710498 17457581 16710498 FIXED BSRM EMC MORTGAGE FIXED 16710443 17457714 16710443 UNKNOWN BSRM EMC MORTGAGE FIXED 16710531 17457763 16710531 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710541 17457862 16710541 OPTION ARM BSRM EMC MORTGAGE FIXED 16671406 17417346 16671406 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16674939 17419821 16674939 OPTION ARM BSRM EMC MORTGAGE FIXED 16766960 17487653 16766960 OPTION ARM BSRM EMC MORTGAGE FIXED 16696203 16214264 16696203 FIXED FLOW EMC MORTGAGE FIXED 16696258 16214819 16696258 UNKNOWN FLOW EMC MORTGAGE FIXED 16696347 16215709 16696347 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16696413 16216368 16696413 FIXED FLOW EMC MORTGAGE FIXED 16696624 16218471 16696624 UNKNOWN FLOW EMC MORTGAGE FIXED 16697406 16219933 16697406 UNKNOWN FLOW EMC MORTGAGE FIXED 16692200 16197071 16692200 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692213 16197204 16692213 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16692280 16197873 16692280 UNKNOWN FLOW EMC MORTGAGE FIXED 16692380 16198871 16692380 OPTION ARM FLOW EMC MORTGAGE FIXED 16692449 16199572 16692449 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16692495 16200032 16692495 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16692549 16200578 16692549 UNKNOWN FLOW EMC MORTGAGE FIXED 16692661 16201691 16692661 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693396 16203762 16693396 UNKNOWN FLOW EMC MORTGAGE FIXED 16693539 16205197 16693539 OPTION ARM FLOW EMC MORTGAGE FIXED 16693577 16205577 16693577 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693627 16206070 16693627 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693786 16207664 16693786 FIXED FLOW EMC MORTGAGE FIXED 16693819 16207995 16693819 UNKNOWN FLOW EMC MORTGAGE FIXED 16694126 16211062 16694126 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16695910 16211336 16695910 FIXED FLOW EMC MORTGAGE FIXED 16695916 16211393 16695916 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16695973 16211963 16695973 UNKNOWN FLOW EMC MORTGAGE FIXED 16695979 16212029 16695979 UNKNOWN FLOW EMC MORTGAGE FIXED 16696143 16213662 16696143 FIXED FLOW EMC MORTGAGE FIXED 16688333 16192460 16688333 FIXED FLOW EMC MORTGAGE FIXED 16688340 16192536 16688340 OPTION ARM FLOW EMC MORTGAGE FIXED 16688486 16193997 16688486 OPTION ARM FLOW EMC MORTGAGE FIXED 16688577 16194904 16688577 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16692144 16196511 16692144 UNKNOWN FLOW EMC MORTGAGE FIXED 16692159 16196669 16692159 UNKNOWN FLOW EMC MORTGAGE FIXED 16681296 16165565 16681296 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16681540 16168015 16681540 FIXED FLOW EMC MORTGAGE FIXED 16681833 16170946 16681833 UNKNOWN FLOW EMC MORTGAGE FIXED 16681961 16172223 16681961 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16681970 16172314 16681970 FIXED FLOW EMC MORTGAGE FIXED 16684248 16175382 16684248 UNKNOWN FLOW EMC MORTGAGE FIXED 16684249 16175390 16684249 UNKNOWN FLOW EMC MORTGAGE FIXED 16684256 16175465 16684256 UNKNOWN FLOW EMC MORTGAGE FIXED 16684260 16175507 16684260 UNKNOWN FLOW EMC MORTGAGE FIXED 16684265 16175556 16684265 UNKNOWN FLOW EMC MORTGAGE FIXED 16684266 16175564 16684266 UNKNOWN FLOW EMC MORTGAGE FIXED 16684271 16175614 16684271 UNKNOWN FLOW EMC MORTGAGE FIXED 16684273 16175630 16684273 UNKNOWN FLOW EMC MORTGAGE FIXED 16684283 16175739 16684283 UNKNOWN FLOW EMC MORTGAGE FIXED 16684287 16175770 16684287 UNKNOWN FLOW EMC MORTGAGE FIXED 16684288 16175788 16684288 UNKNOWN FLOW EMC MORTGAGE FIXED 16684297 16175879 16684297 UNKNOWN FLOW EMC MORTGAGE FIXED 16684306 16175960 16684306 UNKNOWN FLOW EMC MORTGAGE FIXED 16684322 16176125 16684322 UNKNOWN FLOW EMC MORTGAGE FIXED 16684337 16176273 16684337 UNKNOWN FLOW EMC MORTGAGE FIXED 16684339 16176299 16684339 UNKNOWN FLOW EMC MORTGAGE FIXED 16684353 16176430 16684353 UNKNOWN FLOW EMC MORTGAGE FIXED 16684363 16176539 16684363 UNKNOWN FLOW EMC MORTGAGE FIXED 16684366 16176562 16684366 UNKNOWN FLOW EMC MORTGAGE FIXED 16684373 16176638 16684373 UNKNOWN FLOW EMC MORTGAGE FIXED 16684386 16176760 16684386 UNKNOWN FLOW EMC MORTGAGE FIXED 16684435 16177255 16684435 UNKNOWN FLOW EMC MORTGAGE FIXED 16684449 16177396 16684449 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16684479 16177693 16684479 UNKNOWN FLOW EMC MORTGAGE FIXED 16684634 16179244 16684634 FIXED FLOW EMC MORTGAGE FIXED 16684672 16179624 16684672 FIXED FLOW EMC MORTGAGE FIXED 16685763 16183246 16685763 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16685968 16185308 16685968 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16686259 16188229 16686259 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16665361 16922676 16665361 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16649629 16905002 16649629 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16649655 16905341 16649655 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16649656 16905358 16649656 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16658158 16913709 16658158 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16658161 16913733 16658161 OPTION ARM BSRM EMC MORTGAGE FIXED 16658187 16914020 16658187 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16661744 16916744 16661744 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16661756 16917270 16661756 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16680590 16162620 16680590 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16676487 16152506 16676487 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16676803 16155665 16676803 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680554 16162265 16680554 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16594480 16860850 16594480 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16638388 16009185 16638388 OPTION ARM FLOW EMC MORTGAGE FIXED 16616350 15980527 16616350 UNKNOWN FLOW EMC MORTGAGE FIXED 16616396 15980980 16616396 UNKNOWN FLOW EMC MORTGAGE FIXED 16616418 15981202 16616418 UNKNOWN FLOW EMC MORTGAGE FIXED 16610132 15959737 16610132 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16612703 15970270 16612703 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16603843 15940570 16603843 FIXED FLOW EMC MORTGAGE FIXED 16604197 15944119 16604197 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16604255 15944697 16604255 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16672732 16138018 16672732 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16672860 16139297 16672860 UNKNOWN FLOW EMC MORTGAGE FIXED 16672868 16139370 16672868 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16672873 16139420 16672873 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16673023 16140923 16673023 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16673073 16141426 16673073 UNKNOWN FLOW EMC MORTGAGE FIXED 16673088 16141574 16673088 UNKNOWN FLOW EMC MORTGAGE FIXED 16673151 16142200 16673151 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16673247 16143166 16673247 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16674263 16146680 16674263 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16674354 16147597 16674354 UNKNOWN FLOW EMC MORTGAGE FIXED 16674478 16148835 16674478 UNKNOWN FLOW EMC MORTGAGE FIXED 16674558 16149635 16674558 UNKNOWN FLOW EMC MORTGAGE FIXED 16784779 17997537 16784779 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723901 17907270 16723901 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718426 17884537 16718426 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16665464 16112245 16665464 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16665766 16115263 16665766 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16665835 16115958 16665835 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16670378 16128001 16670378 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16670425 16128472 16670425 BALLOON FLOW EMC MORTGAGE FIXED 16670949 16133712 16670949 FIXED FLOW EMC MORTGAGE FIXED 16662714 16102188 16662714 UNKNOWN FLOW EMC MORTGAGE FIXED 16662742 16102469 16662742 UNKNOWN FLOW EMC MORTGAGE FIXED 16656801 16082026 16656801 FIXED FLOW EMC MORTGAGE FIXED 16658588 16086803 16658588 UNKNOWN FLOW EMC MORTGAGE FIXED 16658767 16088593 16658767 UNKNOWN FLOW EMC MORTGAGE FIXED 16659013 16091068 16659013 FIXED FLOW EMC MORTGAGE FIXED 16662415 16099186 16662415 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16688161 16190746 16688161 UNKNOWN FLOW EMC MORTGAGE FIXED 16728398 17909763 16728398 UNKNOWN FLOW EMC MORTGAGE FIXED 16609732 15955735 16609732 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728117 17476474 16728117 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728120 17476508 16728120 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728128 17476607 16728128 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728113 17476433 16728113 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731640 17923863 16731640 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731642 17923889 16731642 UNKNOWN FLOW EMC MORTGAGE FIXED 16784852 17998261 16784852 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784595 17995689 16784595 UNKNOWN FLOW EMC MORTGAGE FIXED 16777108 17977182 16777108 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16778504 17981507 16778504 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775466 17968868 16775466 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775333 17967530 16775333 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775348 17967688 16775348 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728098 17476227 16728098 OPTION ARM BSRM EMC MORTGAGE FIXED 16728107 17476334 16728107 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728093 17476177 16728093 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728095 17476193 16728095 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16790658 18011478 16790658 UNKNOWN FLOW EMC MORTGAGE FIXED 16819449 18067835 16819449 UNKNOWN FLOW EMC MORTGAGE FIXED 16819493 18068270 16819493 UNKNOWN FLOW EMC MORTGAGE FIXED 16819527 18068619 16819527 UNKNOWN FLOW EMC MORTGAGE FIXED 16599787 15924236 16599787 UNKNOWN FLOW EMC MORTGAGE FIXED 16595190 15902083 16595190 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16591116 15891062 16591116 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16571830 15872195 16571830 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16570304 15863277 16570304 UNKNOWN FLOW EMC MORTGAGE FIXED 16824408 18079897 16824408 UNKNOWN FLOW EMC MORTGAGE FIXED 16824350 18079319 16824350 UNKNOWN FLOW EMC MORTGAGE FIXED 16824393 18079749 16824393 UNKNOWN FLOW EMC MORTGAGE FIXED 16565064 15845977 16565064 UNKNOWN FLOW EMC MORTGAGE FIXED 16549785 15818099 16549785 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16824218 18077990 16824218 UNKNOWN FLOW EMC MORTGAGE FIXED 16824226 18078071 16824226 UNKNOWN FLOW EMC MORTGAGE FIXED 16824172 18077537 16824172 UNKNOWN FLOW EMC MORTGAGE FIXED 16824082 18076638 16824082 UNKNOWN FLOW EMC MORTGAGE FIXED 16713629 17861287 16713629 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713953 17864521 16713953 UNKNOWN FLOW EMC MORTGAGE FIXED 16717647 17879511 16717647 UNKNOWN FLOW EMC MORTGAGE FIXED 16718252 17882796 16718252 OPTION ARM FLOW EMC MORTGAGE FIXED 16706754 17832478 16706754 FIXED FLOW EMC MORTGAGE FIXED 16706952 17834458 16706952 UNKNOWN FLOW EMC MORTGAGE FIXED 16707207 17837006 16707207 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718381 17884081 16718381 OPTION ARM FLOW EMC MORTGAGE FIXED 16722015 17895194 16722015 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728415 17909938 16728415 FIXED FLOW EMC MORTGAGE FIXED 16728606 17911843 16728606 FIXED FLOW EMC MORTGAGE FIXED 16729838 17919796 16729838 FIXED FLOW EMC MORTGAGE FIXED 16729951 17920927 16729951 OPTION ARM FLOW EMC MORTGAGE FIXED 16768014 17937137 16768014 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770819 17945908 16770819 OPTION ARM FLOW EMC MORTGAGE FIXED 16774960 17963794 16774960 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709780 17848243 16709780 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16654387 16071680 16654387 UNKNOWN FLOW EMC MORTGAGE FIXED 16692342 16198491 16692342 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16694130 16211104 16694130 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16696265 16214884 16696265 FIXED FLOW EMC MORTGAGE FIXED 16662173 16096760 16662173 UNKNOWN FLOW EMC MORTGAGE FIXED 16662062 16095655 16662062 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16662065 16095689 16662065 UNKNOWN FLOW EMC MORTGAGE FIXED 16405534 15747314 16405534 OPTION ARM FLOW EMC MORTGAGE FIXED 16823670 18072512 16823670 UNKNOWN FLOW EMC MORTGAGE FIXED 16729519 17916586 16729519 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729953 17920943 16729953 UNKNOWN FLOW EMC MORTGAGE FIXED 16729954 17920950 16729954 FIXED FLOW EMC MORTGAGE FIXED 16729972 17921131 16729972 FIXED FLOW EMC MORTGAGE FIXED 16729973 17921149 16729973 FIXED FLOW EMC MORTGAGE FIXED 16729975 17921164 16729975 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729977 17921180 16729977 FIXED FLOW EMC MORTGAGE FIXED 16729983 17921248 16729983 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729994 17921354 16729994 FIXED FLOW EMC MORTGAGE FIXED 16729998 17921396 16729998 UNKNOWN FLOW EMC MORTGAGE FIXED 16730008 17921495 16730008 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16730032 17921735 16730032 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729526 17916651 16729526 FIXED FLOW EMC MORTGAGE FIXED 16729530 17916693 16729530 UNKNOWN FLOW EMC MORTGAGE FIXED 16729538 17916776 16729538 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729539 17916784 16729539 UNKNOWN FLOW EMC MORTGAGE FIXED 16729546 17916859 16729546 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729552 17916917 16729552 UNKNOWN FLOW EMC MORTGAGE FIXED 16730037 17921784 16730037 OPTION ARM FLOW EMC MORTGAGE FIXED 16731445 17921917 16731445 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731450 17921966 16731450 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731452 17921982 16731452 OPTION ARM FLOW EMC MORTGAGE FIXED 16731454 17922006 16731454 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731467 17922139 16731467 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731473 17922196 16731473 FIXED FLOW EMC MORTGAGE FIXED 16731474 17922204 16731474 FIXED FLOW EMC MORTGAGE FIXED 16731477 17922238 16731477 OPTION ARM FLOW EMC MORTGAGE FIXED 16731478 17922246 16731478 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731485 17922311 16731485 UNKNOWN FLOW EMC MORTGAGE FIXED 16731489 17922352 16731489 FIXED FLOW EMC MORTGAGE FIXED 16729557 17916966 16729557 FIXED FLOW EMC MORTGAGE FIXED 16729562 17917014 16729562 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729563 17917022 16729563 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729569 17917089 16729569 BALLOON FLOW EMC MORTGAGE FIXED 16729570 17917097 16729570 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729572 17917113 16729572 UNKNOWN FLOW EMC MORTGAGE FIXED 16729577 17917162 16729577 UNKNOWN FLOW EMC MORTGAGE FIXED 16729578 17917170 16729578 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729596 17917352 16729596 OPTION ARM FLOW EMC MORTGAGE FIXED 16729600 17917394 16729600 UNKNOWN FLOW EMC MORTGAGE FIXED 16729605 17917444 16729605 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729612 17917519 16729612 FIXED FLOW EMC MORTGAGE FIXED 16729614 17917543 16729614 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729615 17917550 16729615 FIXED FLOW EMC MORTGAGE FIXED 16729622 17917626 16729622 UNKNOWN FLOW EMC MORTGAGE FIXED 16729632 17917725 16729632 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729636 17917766 16729636 FIXED FLOW EMC MORTGAGE FIXED 16729640 17917808 16729640 UNKNOWN FLOW EMC MORTGAGE FIXED 16729642 17917824 16729642 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729649 17917899 16729649 OPTION ARM FLOW EMC MORTGAGE FIXED 16729681 17918210 16729681 UNKNOWN FLOW EMC MORTGAGE FIXED 16729687 17918277 16729687 FIXED FLOW EMC MORTGAGE FIXED 16729694 17918350 16729694 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729698 17918392 16729698 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729709 17918509 16729709 OPTION ARM FLOW EMC MORTGAGE FIXED 16729711 17918525 16729711 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729717 17918582 16729717 FIXED FLOW EMC MORTGAGE FIXED 16729726 17918673 16729726 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729728 17918699 16729728 FIXED FLOW EMC MORTGAGE FIXED 16729735 17918764 16729735 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729740 17918814 16729740 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729743 17918848 16729743 UNKNOWN FLOW EMC MORTGAGE FIXED 16729744 17918855 16729744 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729745 17918863 16729745 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729764 17919051 16729764 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729771 17919127 16729771 UNKNOWN FLOW EMC MORTGAGE FIXED 16729784 17919259 16729784 UNKNOWN FLOW EMC MORTGAGE FIXED 16729786 17919275 16729786 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729799 17919408 16729799 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729823 17919648 16729823 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729834 17919754 16729834 UNKNOWN FLOW EMC MORTGAGE FIXED 16729850 17919911 16729850 1MPRIME IO FLOW EMC MORTGAGE FIXED 16729869 17920109 16729869 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729870 17920117 16729870 OPTION ARM FLOW EMC MORTGAGE FIXED 16729877 17920182 16729877 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729880 17920216 16729880 UNKNOWN FLOW EMC MORTGAGE FIXED 16729889 17920307 16729889 FIXED FLOW EMC MORTGAGE FIXED 16729891 17920323 16729891 OPTION ARM FLOW EMC MORTGAGE FIXED 16731496 17922428 16731496 UNKNOWN FLOW EMC MORTGAGE FIXED 16731497 17922436 16731497 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731509 17922550 16731509 UNKNOWN FLOW EMC MORTGAGE FIXED 16731523 17922691 16731523 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731526 17922725 16731526 UNKNOWN FLOW EMC MORTGAGE FIXED 16731529 17922758 16731529 FIXED FLOW EMC MORTGAGE FIXED 16731536 17922824 16731536 FIXED FLOW EMC MORTGAGE FIXED 16731541 17922873 16731541 FIXED FLOW EMC MORTGAGE FIXED 16731554 17923004 16731554 UNKNOWN FLOW EMC MORTGAGE FIXED 16731562 17923087 16731562 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731571 17923178 16731571 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731574 17923202 16731574 OPTION ARM FLOW EMC MORTGAGE FIXED 16731579 17923251 16731579 UNKNOWN FLOW EMC MORTGAGE FIXED 16731587 17923335 16731587 OPTION ARM FLOW EMC MORTGAGE FIXED 16731592 17923384 16731592 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731605 17923517 16731605 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731620 17923665 16731620 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731621 17923673 16731621 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731623 17923699 16731623 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731634 17923806 16731634 UNKNOWN FLOW EMC MORTGAGE FIXED 16731637 17923830 16731637 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729919 17920604 16729919 UNKNOWN FLOW EMC MORTGAGE FIXED 16729921 17920620 16729921 OPTION ARM FLOW EMC MORTGAGE FIXED 16729926 17920679 16729926 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729927 17920687 16729927 FIXED FLOW EMC MORTGAGE FIXED 16729933 17920745 16729933 UNKNOWN FLOW EMC MORTGAGE FIXED 16729943 17920844 16729943 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729945 17920869 16729945 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16367908 16558595 16367908 OPTION ARM BSRM EMC MORTGAGE FIXED 16729498 17916370 16729498 UNKNOWN FLOW EMC MORTGAGE FIXED 16729502 17916412 16729502 UNKNOWN FLOW EMC MORTGAGE FIXED 16729509 17916487 16729509 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729513 17916529 16729513 OPTION ARM FLOW EMC MORTGAGE FIXED 16728707 17912858 16728707 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728713 17912916 16728713 UNKNOWN FLOW EMC MORTGAGE FIXED 16728722 17913005 16728722 UNKNOWN FLOW EMC MORTGAGE FIXED 16728723 17913013 16728723 UNKNOWN FLOW EMC MORTGAGE FIXED 16728735 17913138 16728735 UNKNOWN FLOW EMC MORTGAGE FIXED 16728736 17913146 16728736 FIXED FLOW EMC MORTGAGE FIXED 16728740 17913187 16728740 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728749 17913278 16728749 FIXED FLOW EMC MORTGAGE FIXED 16728750 17913286 16728750 UNKNOWN FLOW EMC MORTGAGE FIXED 16728752 17913302 16728752 FIXED FLOW EMC MORTGAGE FIXED 16728756 17913344 16728756 FIXED FLOW EMC MORTGAGE FIXED 16728760 17913385 16728760 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728763 17913419 16728763 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16728768 17913468 16728768 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728773 17913518 16728773 UNKNOWN FLOW EMC MORTGAGE FIXED 16728775 17913534 16728775 FIXED FLOW EMC MORTGAGE FIXED 16728779 17913575 16728779 FIXED FLOW EMC MORTGAGE FIXED 16728792 17913708 16728792 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728797 17913757 16728797 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728801 17913799 16728801 FIXED FLOW EMC MORTGAGE FIXED 16728803 17913815 16728803 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728827 17914052 16728827 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16728842 17914201 16728842 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728848 17914268 16728848 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728849 17914276 16728849 OPTION ARM FLOW EMC MORTGAGE FIXED 16728850 17914284 16728850 OPTION ARM FLOW EMC MORTGAGE FIXED 16728852 17914300 16728852 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728853 17914318 16728853 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728858 17914367 16728858 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728875 17914532 16728875 OPTION ARM FLOW EMC MORTGAGE FIXED 16728878 17914565 16728878 OPTION ARM FLOW EMC MORTGAGE FIXED 16728883 17914615 16728883 OPTION ARM FLOW EMC MORTGAGE FIXED 16728884 17914623 16728884 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728894 17914722 16728894 FIXED FLOW EMC MORTGAGE FIXED 16729376 17915158 16729376 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729381 17915208 16729381 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729384 17915232 16729384 UNKNOWN FLOW EMC MORTGAGE FIXED 16729386 17915257 16729386 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729398 17915372 16729398 FIXED FLOW EMC MORTGAGE FIXED 16729399 17915380 16729399 FIXED FLOW EMC MORTGAGE FIXED 16729414 17915539 16729414 5/1 CMT FLOW EMC MORTGAGE FIXED 16729424 17915638 16729424 OPTION ARM FLOW EMC MORTGAGE FIXED 16729425 17915646 16729425 FIXED FLOW EMC MORTGAGE FIXED 16729437 17915760 16729437 UNKNOWN FLOW EMC MORTGAGE FIXED 16729441 17915802 16729441 FIXED FLOW EMC MORTGAGE FIXED 16729444 17915836 16729444 FIXED FLOW EMC MORTGAGE FIXED 16729449 17915885 16729449 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729463 17916024 16729463 UNKNOWN FLOW EMC MORTGAGE FIXED 16729473 17916123 16729473 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16729487 17916263 16729487 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16729490 17916297 16729490 FIXED FLOW EMC MORTGAGE FIXED 16728315 17908930 16728315 UNKNOWN FLOW EMC MORTGAGE FIXED 16728322 17909003 16728322 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728518 17910969 16728518 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728522 17911009 16728522 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728540 17911181 16728540 UNKNOWN FLOW EMC MORTGAGE FIXED 16728541 17911199 16728541 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728542 17911207 16728542 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728552 17911306 16728552 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728336 17909144 16728336 UNKNOWN FLOW EMC MORTGAGE FIXED 16728347 17909250 16728347 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728559 17911371 16728559 OPTION ARM FLOW EMC MORTGAGE FIXED 16728566 17911447 16728566 OPTION ARM FLOW EMC MORTGAGE FIXED 16728570 17911488 16728570 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728581 17911595 16728581 OPTION ARM FLOW EMC MORTGAGE FIXED 16728583 17911611 16728583 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728586 17911645 16728586 UNKNOWN FLOW EMC MORTGAGE FIXED 16728587 17911652 16728587 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728588 17911660 16728588 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728387 17909656 16728387 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728392 17909706 16728392 FIXED FLOW EMC MORTGAGE FIXED 16728399 17909771 16728399 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728402 17909805 16728402 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728404 17909821 16728404 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728408 17909862 16728408 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728416 17909946 16728416 FIXED FLOW EMC MORTGAGE FIXED 16728420 17909987 16728420 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728424 17910027 16728424 OPTION ARM FLOW EMC MORTGAGE FIXED 16728425 17910035 16728425 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728599 17911777 16728599 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728601 17911793 16728601 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728608 17911868 16728608 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728614 17911926 16728614 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728616 17911942 16728616 OPTION ARM FLOW EMC MORTGAGE FIXED 16728622 17912007 16728622 UNKNOWN FLOW EMC MORTGAGE FIXED 16728623 17912015 16728623 LIBOR 5/1 FLOW EMC MORTGAGE FIXED 16728629 17912072 16728629 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728637 17912155 16728637 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728642 17912205 16728642 OPTION ARM FLOW EMC MORTGAGE FIXED 16728669 17912478 16728669 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728677 17912551 16728677 FIXED FLOW EMC MORTGAGE FIXED 16728689 17912676 16728689 UNKNOWN FLOW EMC MORTGAGE FIXED 16728692 17912700 16728692 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728702 17912809 16728702 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728432 17910100 16728432 UNKNOWN FLOW EMC MORTGAGE FIXED 16728435 17910134 16728435 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728438 17910167 16728438 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16728440 17910183 16728440 OPTION ARM FLOW EMC MORTGAGE FIXED 16728446 17910241 16728446 UNKNOWN FLOW EMC MORTGAGE FIXED 16728450 17910282 16728450 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728454 17910324 16728454 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16728461 17910399 16728461 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728465 17910431 16728465 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728469 17910472 16728469 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728471 17910498 16728471 OPTION ARM FLOW EMC MORTGAGE FIXED 16728476 17910548 16728476 OPTION ARM FLOW EMC MORTGAGE FIXED 16728488 17910662 16728488 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16728490 17910688 16728490 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728491 17910696 16728491 FIXED FLOW EMC MORTGAGE FIXED 16721644 17470964 16721644 OPTION ARM BSRM EMC MORTGAGE FIXED 16721664 17471228 16721664 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721462 17471327 16721462 OPTION ARM BSRM EMC MORTGAGE FIXED 16722945 17473729 16722945 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722950 17473786 16722950 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722955 17473836 16722955 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722963 17473927 16722963 OPTION ARM BSRM EMC MORTGAGE FIXED 16722976 17474149 16722976 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722978 17474164 16722978 OPTION ARM BSRM EMC MORTGAGE FIXED 16722812 17474222 16722812 OPTION ARM BSRM EMC MORTGAGE FIXED 16722980 17474248 16722980 OPTION ARM BSRM EMC MORTGAGE FIXED 16722983 17474289 16722983 OPTION ARM BSRM EMC MORTGAGE FIXED 16721680 17471533 16721680 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721682 17471590 16721682 OPTION ARM BSRM EMC MORTGAGE FIXED 16721684 17471624 16721684 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721480 17471665 16721480 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721686 17471699 16721686 OPTION ARM BSRM EMC MORTGAGE FIXED 16721484 17471731 16721484 OPTION ARM BSRM EMC MORTGAGE FIXED 16721689 17471772 16721689 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721693 17471814 16721693 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721493 17471905 16721493 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721696 17471913 16721696 OPTION ARM BSRM EMC MORTGAGE FIXED 16721703 17471996 16721703 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721715 17472200 16721715 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721721 17472291 16721721 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721723 17472317 16721723 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722820 17474537 16722820 OPTION ARM BSRM EMC MORTGAGE FIXED 16723002 17474545 16723002 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723004 17474560 16723004 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723007 17474602 16723007 UNKNOWN BSRM EMC MORTGAGE FIXED 16723009 17474636 16723009 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16723014 17474693 16723014 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723016 17474719 16723016 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723020 17474750 16723020 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723031 17474925 16723031 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723033 17474941 16723033 OPTION ARM BSRM EMC MORTGAGE FIXED 16723038 17475005 16723038 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723040 17475021 16723040 OPTION ARM BSRM EMC MORTGAGE FIXED 16723044 17475070 16723044 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728010 17475153 16728010 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728013 17475187 16728013 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728017 17475229 16728017 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728019 17475245 16728019 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16727946 17475302 16727946 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16727949 17475401 16727949 FIXED BSRM EMC MORTGAGE FIXED 16728038 17475526 16728038 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728039 17475534 16728039 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728044 17475583 16728044 UNKNOWN BSRM EMC MORTGAGE FIXED 16728057 17475740 16728057 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728061 17475781 16728061 OPTION ARM BSRM EMC MORTGAGE FIXED 16728076 17475971 16728076 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728080 17476045 16728080 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16722848 17472465 16722848 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722862 17472606 16722862 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722877 17472754 16722877 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722879 17472770 16722879 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16722884 17472820 16722884 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16722902 17473133 16722902 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16722904 17473158 16722904 OPTION ARM BSRM EMC MORTGAGE FIXED 16722906 17473174 16722906 OPTION ARM BSRM EMC MORTGAGE FIXED 16722918 17473315 16722918 OPTION ARM BSRM EMC MORTGAGE FIXED 16722799 17473596 16722799 OPTION ARM BSRM EMC MORTGAGE FIXED 16722801 17473612 16722801 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721608 17470402 16721608 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721618 17470535 16721618 OPTION ARM BSRM EMC MORTGAGE FIXED 16721622 17470584 16721622 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721624 17470618 16721624 3/1 LIBOR IO BSRM EMC MORTGAGE FIXED 16721631 17470808 16721631 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721632 17470816 16721632 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721633 17470824 16721633 OPTION ARM BSRM EMC MORTGAGE FIXED 16721638 17470873 16721638 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721452 17470907 16721452 OPTION ARM BSRM EMC MORTGAGE FIXED 16721575 17469982 16721575 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721579 17470048 16721579 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721581 17470071 16721581 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721582 17470089 16721582 FIXED BSRM EMC MORTGAGE FIXED 16721586 17470147 16721586 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721434 17470154 16721434 OPTION ARM BSRM EMC MORTGAGE FIXED 16721589 17470188 16721589 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721598 17470279 16721598 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718122 17469305 16718122 OPTION ARM BSRM EMC MORTGAGE FIXED 16718123 17469313 16718123 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717929 17469354 16717929 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721532 17469412 16721532 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721554 17469669 16721554 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721429 17469701 16721429 LIBOR 7/6 BSRM EMC MORTGAGE FIXED 16721557 17469727 16721557 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721432 17469784 16721432 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16721565 17469834 16721565 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16721569 17469883 16721569 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716270 17465329 16716270 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716271 17465337 16716271 OPTION ARM BSRM EMC MORTGAGE FIXED 16716277 17465402 16716277 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716289 17465543 16716289 OPTION ARM BSRM EMC MORTGAGE FIXED 16716292 17465576 16716292 FIXED BSRM EMC MORTGAGE FIXED 16716293 17465584 16716293 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716297 17465634 16716297 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716299 17465659 16716299 FIXED BSRM EMC MORTGAGE FIXED 16716302 17465717 16716302 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718026 17467994 16718026 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717902 17468083 16717902 BALLOON BSRM EMC MORTGAGE FIXED 16718035 17468109 16718035 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718036 17468117 16718036 OPTION ARM BSRM EMC MORTGAGE FIXED 16718042 17468174 16718042 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718049 17468265 16718049 UNKNOWN BSRM EMC MORTGAGE FIXED 16718069 17468505 16718069 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718072 17468539 16718072 FIXED BSRM EMC MORTGAGE FIXED 16716168 17465832 16716168 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716315 17465956 16716315 OPTION ARM BSRM EMC MORTGAGE FIXED 16716316 17465972 16716316 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716330 17466129 16716330 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716347 17466376 16716347 FIXED BSRM EMC MORTGAGE FIXED 16716181 17466384 16716181 OPTION ARM BSRM EMC MORTGAGE FIXED 16716351 17466442 16716351 OPTION ARM BSRM EMC MORTGAGE FIXED 16716184 17466459 16716184 OPTION ARM BSRM EMC MORTGAGE FIXED 16716367 17466707 16716367 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16716193 17466780 16716193 OPTION ARM BSRM EMC MORTGAGE FIXED 16716374 17466848 16716374 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716196 17466921 16716196 OPTION ARM BSRM EMC MORTGAGE FIXED 16716382 17466970 16716382 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717948 17466996 16717948 UNKNOWN BSRM EMC MORTGAGE FIXED 16717953 17467044 16717953 OPTION ARM BSRM EMC MORTGAGE FIXED 16717959 17467101 16717959 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718079 17468646 16718079 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16718094 17468828 16718094 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16718107 17468984 16718107 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717916 17469016 16717916 FIXED BSRM EMC MORTGAGE FIXED 16718110 17469040 16718110 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717922 17469123 16717922 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718116 17469172 16718116 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16728277 17908559 16728277 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717890 17467176 16717890 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717963 17467200 16717963 UNKNOWN BSRM EMC MORTGAGE FIXED 16717968 17467267 16717968 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717978 17467366 16717978 UNKNOWN BSRM EMC MORTGAGE FIXED 16717982 17467408 16717982 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16717992 17467515 16717992 UNKNOWN BSRM EMC MORTGAGE FIXED 16728282 17908609 16728282 UNKNOWN FLOW EMC MORTGAGE FIXED 16717894 17467655 16717894 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718007 17467788 16718007 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718011 17467838 16718011 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718013 17467861 16718013 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16718019 17467929 16718019 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709314 17455932 16709314 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16709316 17455957 16709316 OPTION ARM BSRM EMC MORTGAGE FIXED 16709337 17456229 16709337 UNKNOWN BSRM EMC MORTGAGE FIXED 16709341 17456286 16709341 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709352 17456518 16709352 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709190 17456625 16709190 OPTION ARM BSRM EMC MORTGAGE FIXED 16709367 17456740 16709367 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709370 17456773 16709370 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16709196 17456831 16709196 OPTION ARM BSRM EMC MORTGAGE FIXED 16709378 17456898 16709378 UNKNOWN BSRM EMC MORTGAGE FIXED 16709381 17456922 16709381 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709199 17456989 16709199 OPTION ARM BSRM EMC MORTGAGE FIXED 16709201 17457037 16709201 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709391 17457078 16709391 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709204 17457136 16709204 OPTION ARM BSRM EMC MORTGAGE FIXED 16709409 17457375 16709409 OPTION ARM BSRM EMC MORTGAGE FIXED 16706257 17448713 16706257 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16706261 17448770 16706261 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706267 17448846 16706267 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706278 17449000 16706278 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706281 17449059 16706281 BALLOON BSRM EMC MORTGAGE FIXED 16706292 17449174 16706292 OPTION ARM BSRM EMC MORTGAGE FIXED 16706296 17449224 16706296 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706303 17449315 16706303 UNKNOWN BSRM EMC MORTGAGE FIXED 16706156 17449406 16706156 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706311 17449463 16706311 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706314 17449497 16706314 OPTION ARM BSRM EMC MORTGAGE FIXED 16706318 17449562 16706318 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706322 17449604 16706322 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706166 17449745 16706166 OPTION ARM BSRM EMC MORTGAGE FIXED 16706171 17449828 16706171 OPTION ARM BSRM EMC MORTGAGE FIXED 16706175 17449919 16706175 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16723957 17907858 16723957 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723958 17907866 16723958 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706355 17450156 16706355 UNKNOWN BSRM EMC MORTGAGE FIXED 16709412 17457409 16709412 OPTION ARM BSRM EMC MORTGAGE FIXED 16709212 17457425 16709212 OPTION ARM BSRM EMC MORTGAGE FIXED 16709413 17457441 16709413 UNKNOWN BSRM EMC MORTGAGE FIXED 16709415 17457466 16709415 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16710515 17457524 16710515 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710520 17457599 16710520 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710522 17457631 16710522 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710526 17457706 16710526 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710545 17457938 16710545 FIXED BSRM EMC MORTGAGE FIXED 16706181 17450198 16706181 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706360 17450222 16706360 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723963 17907916 16723963 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723965 17907932 16723965 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16706366 17450313 16706366 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706372 17450388 16706372 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706380 17450594 16706380 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706382 17450610 16706382 OPTION ARM BSRM EMC MORTGAGE FIXED 16706385 17450651 16706385 UNKNOWN BSRM EMC MORTGAGE FIXED 16706386 17450669 16706386 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706395 17450834 16706395 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706206 17450917 16706206 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706405 17450982 16706405 OPTION ARM BSRM EMC MORTGAGE FIXED 16707427 17451162 16707427 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707323 17451303 16707323 OPTION ARM BSRM EMC MORTGAGE FIXED 16707439 17451337 16707439 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707442 17451360 16707442 UNKNOWN BSRM EMC MORTGAGE FIXED 16707444 17451386 16707444 OPTION ARM BSRM EMC MORTGAGE FIXED 16707447 17451436 16707447 OPTION ARM BSRM EMC MORTGAGE FIXED 16707449 17451485 16707449 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707454 17451535 16707454 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707467 17451741 16707467 OPTION ARM BSRM EMC MORTGAGE FIXED 16707470 17451824 16707470 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707474 17451915 16707474 UNKNOWN BSRM EMC MORTGAGE FIXED 16707486 17452046 16707486 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707497 17452194 16707497 FIXED BSRM EMC MORTGAGE FIXED 16707501 17452236 16707501 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707522 17452442 16707522 OPTION ARM BSRM EMC MORTGAGE FIXED 16707523 17452459 16707523 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707342 17452483 16707342 OPTION ARM BSRM EMC MORTGAGE FIXED 16707526 17452525 16707526 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707548 17452913 16707548 UNKNOWN BSRM EMC MORTGAGE FIXED 16707571 17453176 16707571 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707572 17453184 16707572 UNKNOWN BSRM EMC MORTGAGE FIXED 16707359 17453234 16707359 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707579 17453366 16707579 UNKNOWN BSRM EMC MORTGAGE FIXED 16707373 17453622 16707373 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707599 17453671 16707599 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707600 17453689 16707600 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707605 17453747 16707605 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710553 17458076 16710553 OPTION ARM BSRM EMC MORTGAGE FIXED 16710579 17458472 16710579 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710582 17458506 16710582 OPTION ARM BSRM EMC MORTGAGE FIXED 16710583 17458514 16710583 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710462 17458530 16710462 FIXED BSRM EMC MORTGAGE FIXED 16710603 17458787 16710603 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710472 17458993 16710472 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16710638 17459355 16710638 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710640 17459371 16710640 OPTION ARM BSRM EMC MORTGAGE FIXED 16710646 17459439 16710646 UNKNOWN BSRM EMC MORTGAGE FIXED 16710648 17459454 16710648 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710652 17459496 16710652 OPTION ARM BSRM EMC MORTGAGE FIXED 16710659 17459561 16710659 OPTION ARM BSRM EMC MORTGAGE FIXED 16710662 17459652 16710662 OPTION ARM BSRM EMC MORTGAGE FIXED 16710490 17459678 16710490 OPTION ARM BSRM EMC MORTGAGE FIXED 16710663 17459702 16710663 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710667 17459777 16710667 OPTION ARM BSRM EMC MORTGAGE FIXED 16710669 17459793 16710669 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16710497 17459827 16710497 OPTION ARM BSRM EMC MORTGAGE FIXED 16713373 17459900 16713373 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713375 17459926 16713375 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713380 17459975 16713380 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713382 17459991 16713382 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713384 17460015 16713384 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713394 17460163 16713394 3/6 LIBOR IO BSRM EMC MORTGAGE FIXED 16713398 17460205 16713398 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713401 17460247 16713401 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713403 17460288 16713403 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713411 17460387 16713411 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713416 17460452 16713416 UNKNOWN BSRM EMC MORTGAGE FIXED 16713420 17460494 16713420 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713276 17460544 16713276 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16713423 17460577 16713423 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713424 17460593 16713424 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713441 17460874 16713441 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713286 17460940 16713286 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713458 17461112 16713458 OPTION ARM BSRM EMC MORTGAGE FIXED 16713462 17461153 16713462 OPTION ARM BSRM EMC MORTGAGE FIXED 16713293 17461187 16713293 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713465 17461211 16713465 1/1 CMT BSRM EMC MORTGAGE FIXED 16713470 17461278 16713470 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713472 17461294 16713472 UNKNOWN BSRM EMC MORTGAGE FIXED 16713484 17461625 16713484 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16713496 17461880 16713496 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16713336 17461997 16713336 UNKNOWN BSRM EMC MORTGAGE FIXED 16713498 17462102 16713498 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713345 17462110 16713345 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713500 17462193 16713500 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707622 17453945 16707622 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707625 17453978 16707625 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16707644 17454240 16707644 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16707393 17454380 16707393 OPTION ARM BSRM EMC MORTGAGE FIXED 16707673 17454646 16707673 OPTION ARM BSRM EMC MORTGAGE FIXED 16728234 17908120 16728234 OPTION ARM FLOW EMC MORTGAGE FIXED 16713504 17462235 16713504 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16713508 17462276 16713508 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714525 17462417 16714525 OPTION ARM BSRM EMC MORTGAGE FIXED 16714528 17462441 16714528 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714532 17462482 16714532 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714533 17462490 16714533 FIXED BSRM EMC MORTGAGE FIXED 16714464 17462557 16714464 OPTION ARM BSRM EMC MORTGAGE FIXED 16714538 17462573 16714538 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714550 17462722 16714550 OPTION ARM BSRM EMC MORTGAGE FIXED 16714468 17462847 16714468 OPTION ARM BSRM EMC MORTGAGE FIXED 16714470 17462870 16714470 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714560 17462888 16714560 OPTION ARM BSRM EMC MORTGAGE FIXED 16714563 17462938 16714563 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16714575 17463092 16714575 UNKNOWN BSRM EMC MORTGAGE FIXED 16714593 17463290 16714593 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714603 17463423 16714603 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714611 17463514 16714611 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714622 17463621 16714622 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714481 17463688 16714481 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714628 17463696 16714628 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714636 17463787 16714636 OPTION ARM BSRM EMC MORTGAGE FIXED 16714639 17463811 16714639 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16714646 17463886 16714646 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714654 17463977 16714654 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714661 17464058 16714661 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714665 17464108 16714665 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714666 17464116 16714666 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16714498 17464389 16714498 OPTION ARM BSRM EMC MORTGAGE FIXED 16714678 17464512 16714678 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716219 17464629 16716219 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16716222 17464652 16716222 OPTION ARM BSRM EMC MORTGAGE FIXED 16716224 17464678 16716224 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16716227 17464728 16716227 BALLOON BSRM EMC MORTGAGE FIXED 16716231 17464769 16716231 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16716241 17464942 16716241 OPTION ARM BSRM EMC MORTGAGE FIXED 16716246 17465006 16716246 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16716253 17465097 16716253 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16716155 17465154 16716155 OPTION ARM BSRM EMC MORTGAGE FIXED 16709243 17454919 16709243 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709246 17454950 16709246 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709249 17454984 16709249 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709251 17455007 16709251 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709253 17455023 16709253 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709220 17455163 16709220 FIXED BSRM EMC MORTGAGE FIXED 16709148 17455197 16709148 OPTION ARM BSRM EMC MORTGAGE FIXED 16709267 17455338 16709267 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709270 17455361 16709270 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709273 17455429 16709273 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709276 17455452 16709276 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709285 17455577 16709285 UNKNOWN BSRM EMC MORTGAGE FIXED 16709300 17455742 16709300 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16709307 17455858 16709307 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16709308 17455866 16709308 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16728258 17908369 16728258 FIXED FLOW EMC MORTGAGE FIXED 16728263 17908419 16728263 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697148 17445610 16697148 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697317 17445628 16697317 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723910 17907379 16723910 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697325 17445727 16697325 UNKNOWN BSRM EMC MORTGAGE FIXED 16697340 17446014 16697340 FIXED IO BSRM EMC MORTGAGE FIXED 16699984 17446147 16699984 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700060 17446345 16700060 FIXED BSRM EMC MORTGAGE FIXED 16723914 17907411 16723914 FIXED FLOW EMC MORTGAGE FIXED 16723917 17907445 16723917 5/6 LIBOR IO FLOW EMC MORTGAGE FIXED 16700080 17446642 16700080 OPTION ARM BSRM EMC MORTGAGE FIXED 16700082 17446667 16700082 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700087 17446717 16700087 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16700106 17446923 16700106 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700130 17447285 16700130 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700132 17447335 16700132 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700011 17447509 16700011 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700150 17447624 16700150 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700153 17447657 16700153 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16700192 17448218 16700192 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16706225 17448291 16706225 OPTION ARM BSRM EMC MORTGAGE FIXED 16706231 17448366 16706231 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16706233 17448382 16706233 OPTION ARM BSRM EMC MORTGAGE FIXED 16706240 17448473 16706240 OPTION ARM BSRM EMC MORTGAGE FIXED 16697198 17443920 16697198 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16697202 17443995 16697202 UNKNOWN BSRM EMC MORTGAGE FIXED 16723887 17907130 16723887 UNKNOWN FLOW EMC MORTGAGE FIXED 16723888 17907148 16723888 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697206 17444035 16697206 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697207 17444043 16697207 OPTION ARM BSRM EMC MORTGAGE FIXED 16697213 17444100 16697213 OPTION ARM BSRM EMC MORTGAGE FIXED 16697223 17444209 16697223 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697228 17444282 16697228 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697257 17444787 16697257 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697264 17444894 16697264 FIXED BSRM EMC MORTGAGE FIXED 16697276 17445057 16697276 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697296 17445305 16697296 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697298 17445362 16697298 OPTION ARM BSRM EMC MORTGAGE FIXED 16697300 17445396 16697300 UNKNOWN BSRM EMC MORTGAGE FIXED 16697302 17445438 16697302 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16723898 17907247 16723898 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697310 17445537 16697310 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16697315 17445586 16697315 OPTION ARM BSRM EMC MORTGAGE FIXED 16697109 17443722 16697109 OPTION ARM BSRM EMC MORTGAGE FIXED 16693058 17440355 16693058 OPTION ARM BSRM EMC MORTGAGE FIXED 16693063 17440579 16693063 OPTION ARM BSRM EMC MORTGAGE FIXED 16693249 17440686 16693249 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693284 17441148 16693284 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693289 17441213 16693289 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693296 17441403 16693296 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693298 17441445 16693298 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693085 17441478 16693085 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693305 17441585 16693305 UNKNOWN BSRM EMC MORTGAGE FIXED 16695763 17441981 16695763 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695768 17442039 16695768 OPTION ARM BSRM EMC MORTGAGE FIXED 16695771 17442062 16695771 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695773 17442088 16695773 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695775 17442104 16695775 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723866 17906926 16723866 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723872 17906983 16723872 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16695705 17442583 16695705 OPTION ARM BSRM EMC MORTGAGE FIXED 16695817 17442658 16695817 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16695822 17442708 16695822 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695829 17442773 16695829 OPTION ARM BSRM EMC MORTGAGE FIXED 16695833 17442823 16695833 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695708 17442849 16695708 OPTION ARM BSRM EMC MORTGAGE FIXED 16695845 17443011 16695845 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695852 17443086 16695852 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695860 17443193 16695860 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695867 17443292 16695867 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695873 17443391 16695873 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695875 17443417 16695875 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695724 17443466 16695724 UNKNOWN BSRM EMC MORTGAGE FIXED 16695883 17443524 16695883 UNKNOWN BSRM EMC MORTGAGE FIXED 16695887 17443623 16695887 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695793 17442310 16695793 FIXED BSRM EMC MORTGAGE FIXED 16695697 17442336 16695697 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16695801 17442435 16695801 OPTION ARM BSRM EMC MORTGAGE FIXED 16723880 17907064 16723880 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16693056 17440298 16693056 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687854 17435876 16687854 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16687836 17435959 16687836 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16688003 17436007 16688003 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16688016 17436163 16688016 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691850 17436262 16691850 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723861 17906876 16723861 OPTION ARM FLOW EMC MORTGAGE FIXED 16723864 17906900 16723864 UNKNOWN FLOW EMC MORTGAGE FIXED 16691877 17436569 16691877 OPTION ARM BSRM EMC MORTGAGE FIXED 16691791 17436858 16691791 UNKNOWN BSRM EMC MORTGAGE FIXED 16691905 17436999 16691905 UNKNOWN BSRM EMC MORTGAGE FIXED 16691920 17437179 16691920 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691931 17437286 16691931 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691936 17437336 16691936 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691954 17437666 16691954 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691975 17437930 16691975 OPTION ARM BSRM EMC MORTGAGE FIXED 16691984 17438037 16691984 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16691985 17438045 16691985 OPTION ARM BSRM EMC MORTGAGE FIXED 16691814 17438110 16691814 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16691816 17438136 16691816 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691991 17438185 16691991 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16691821 17438243 16691821 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16692014 17438508 16692014 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16692017 17438532 16692017 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16693113 17438797 16693113 OPTION ARM BSRM EMC MORTGAGE FIXED 16693121 17438920 16693121 UNKNOWN BSRM EMC MORTGAGE FIXED 16693133 17439076 16693133 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16693146 17439266 16693146 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693149 17439290 16693149 OPTION ARM BSRM EMC MORTGAGE FIXED 16693034 17439324 16693034 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16693095 17439340 16693095 FIXED BSRM EMC MORTGAGE FIXED 16693154 17439381 16693154 OPTION ARM BSRM EMC MORTGAGE FIXED 16693038 17439449 16693038 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16693171 17439639 16693171 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693173 17439654 16693173 FIXED BSRM EMC MORTGAGE FIXED 16693184 17439787 16693184 UNKNOWN BSRM EMC MORTGAGE FIXED 16693192 17439902 16693192 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693208 17440066 16693208 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16693049 17440116 16693049 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693220 17440223 16693220 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16693054 17440256 16693054 OPTION ARM BSRM EMC MORTGAGE FIXED 16687815 17435041 16687815 OPTION ARM BSRM EMC MORTGAGE FIXED 16687824 17435249 16687824 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16687826 17435272 16687826 OPTION ARM BSRM EMC MORTGAGE FIXED 16687967 17435504 16687967 OPTION ARM BSRM EMC MORTGAGE FIXED 16687974 17435595 16687974 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687976 17435629 16687976 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687986 17435728 16687986 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687809 17434754 16687809 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687919 17434788 16687919 OPTION ARM BSRM EMC MORTGAGE FIXED 16687888 17434283 16687888 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16687890 17434309 16687890 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687797 17434390 16687797 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687799 17434416 16687799 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687895 17434432 16687895 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687904 17434564 16687904 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687907 17434598 16687907 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687858 17433954 16687858 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16687871 17434101 16687871 UNKNOWN BSRM EMC MORTGAGE FIXED 16685636 17433343 16685636 OPTION ARM BSRM EMC MORTGAGE FIXED 16685658 17433681 16685658 OPTION ARM BSRM EMC MORTGAGE FIXED 16685666 17433822 16685666 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16685672 17433897 16685672 OPTION ARM BSRM EMC MORTGAGE FIXED 16683788 17429747 16683788 OPTION ARM BSRM EMC MORTGAGE FIXED 16683684 17429762 16683684 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683703 17430190 16683703 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683820 17430422 16683820 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683728 17430828 16683728 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16683850 17430877 16683850 UNKNOWN BSRM EMC MORTGAGE FIXED 16683873 17431289 16683873 OPTION ARM BSRM EMC MORTGAGE FIXED 16685510 17431586 16685510 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16685521 17431693 16685521 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16685447 17431925 16685447 OPTION ARM BSRM EMC MORTGAGE FIXED 16685539 17432048 16685539 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16685454 17432287 16685454 OPTION ARM BSRM EMC MORTGAGE FIXED 16685460 17432352 16685460 OPTION ARM BSRM EMC MORTGAGE FIXED 16685562 17432394 16685562 FIXED BSRM EMC MORTGAGE FIXED 16685563 17432402 16685563 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16685567 17432444 16685567 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16685573 17432519 16685573 OPTION ARM BSRM EMC MORTGAGE FIXED 16685581 17432600 16685581 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16685583 17432626 16685583 OPTION ARM BSRM EMC MORTGAGE FIXED 16685465 17432642 16685465 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16685592 17432774 16685592 OPTION ARM BSRM EMC MORTGAGE FIXED 16685616 17433087 16685616 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16685476 17433103 16685476 OPTION ARM BSRM EMC MORTGAGE FIXED 16683766 17429465 16683766 FIXED BSRM EMC MORTGAGE FIXED 16723843 17906694 16723843 UNKNOWN FLOW EMC MORTGAGE FIXED 16723844 17906702 16723844 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16680925 17427105 16680925 OPTION ARM BSRM EMC MORTGAGE FIXED 16681028 17427238 16681028 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681032 17427279 16681032 FIXED BSRM EMC MORTGAGE FIXED 16681042 17427378 16681042 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16681068 17427709 16681068 OPTION ARM BSRM EMC MORTGAGE FIXED 16681070 17427733 16681070 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16723847 17906736 16723847 OPTION ARM FLOW EMC MORTGAGE FIXED 16723849 17906751 16723849 UNKNOWN FLOW EMC MORTGAGE FIXED 16723851 17906777 16723851 UNKNOWN FLOW EMC MORTGAGE FIXED 16723852 17906785 16723852 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723855 17906819 16723855 UNKNOWN FLOW EMC MORTGAGE FIXED 16681091 17427964 16681091 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681108 17428202 16681108 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16680948 17428269 16680948 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681115 17428301 16681115 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681127 17428442 16681127 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681148 17428749 16681148 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681149 17428756 16681149 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16723840 17906660 16723840 UNKNOWN FLOW EMC MORTGAGE FIXED 16723832 17906587 16723832 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723818 17906447 16723818 UNKNOWN FLOW EMC MORTGAGE FIXED 16723822 17906488 16723822 FIXED FLOW EMC MORTGAGE FIXED 16723825 17906512 16723825 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723827 17906538 16723827 UNKNOWN FLOW EMC MORTGAGE FIXED 16723806 17906322 16723806 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723812 17906389 16723812 UNKNOWN FLOW EMC MORTGAGE FIXED 16723813 17906397 16723813 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723815 17906413 16723815 UNKNOWN FLOW EMC MORTGAGE FIXED 16723798 17906249 16723798 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723802 17906280 16723802 UNKNOWN FLOW EMC MORTGAGE FIXED 16723795 17906215 16723795 UNKNOWN FLOW EMC MORTGAGE FIXED 16723743 17905696 16723743 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723748 17905746 16723748 FIXED FLOW EMC MORTGAGE FIXED 16723753 17905795 16723753 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723760 17905860 16723760 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723771 17905977 16723771 UNKNOWN FLOW EMC MORTGAGE FIXED 16679189 17426149 16679189 UNKNOWN BSRM EMC MORTGAGE FIXED 16679193 17426206 16679193 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16679202 17426321 16679202 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16679213 17426461 16679213 OPTION ARM BSRM EMC MORTGAGE FIXED 16680997 17426685 16680997 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16681003 17426750 16681003 OPTION ARM BSRM EMC MORTGAGE FIXED 16723720 17905464 16723720 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16679153 17425554 16679153 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16679174 17425869 16679174 OPTION ARM BSRM EMC MORTGAGE FIXED 16679112 17424771 16679112 BALLOON BSRM EMC MORTGAGE FIXED 16679127 17424979 16679127 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16678967 17423872 16678967 OPTION ARM BSRM EMC MORTGAGE FIXED 16679050 17423898 16679050 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16679077 17424235 16679077 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16679078 17424243 16679078 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16678974 17424409 16678974 OPTION ARM BSRM EMC MORTGAGE FIXED 16678982 17424706 16678982 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16676324 17423591 16676324 OPTION ARM BSRM EMC MORTGAGE FIXED 16676478 17423815 16676478 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16676418 17423021 16676418 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16676440 17423260 16676440 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16676366 17422247 16676366 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16676385 17422528 16676385 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16676390 17422619 16676390 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16676356 17422072 16676356 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16675097 17421785 16675097 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16671420 17417502 16671420 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16671428 17417627 16671428 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16671316 17417858 16671316 OPTION ARM BSRM EMC MORTGAGE FIXED 16671486 17418484 16671486 OPTION ARM BSRM EMC MORTGAGE FIXED 16671500 17418724 16671500 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16671369 17419086 16671369 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16674922 17419565 16674922 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16674941 17419847 16674941 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16674956 17420027 16674956 OPTION ARM BSRM EMC MORTGAGE FIXED 16675046 17421132 16675046 UNKNOWN BSRM EMC MORTGAGE FIXED 16675049 17421199 16675049 OPTION ARM BSRM EMC MORTGAGE FIXED 16671411 17417395 16671411 OPTION ARM BSRM EMC MORTGAGE FIXED 16723696 17905225 16723696 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723702 17905282 16723702 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723704 17905308 16723704 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723687 17905134 16723687 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723678 17905043 16723678 FIXED FLOW EMC MORTGAGE FIXED 16723649 17904756 16723649 UNKNOWN FLOW EMC MORTGAGE FIXED 16723628 17904541 16723628 UNKNOWN FLOW EMC MORTGAGE FIXED 16723594 17904202 16723594 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722251 17897554 16722251 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723254 17900804 16723254 OPTION ARM FLOW EMC MORTGAGE FIXED 16723564 17903907 16723564 OPTION ARM FLOW EMC MORTGAGE FIXED 16723577 17904038 16723577 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723580 17904061 16723580 LIBOR 2/6 FLOW EMC MORTGAGE FIXED 16723581 17904079 16723581 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723582 17904087 16723582 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723587 17904137 16723587 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723536 17903626 16723536 FIXED FLOW EMC MORTGAGE FIXED 16723539 17903659 16723539 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723540 17903667 16723540 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723552 17903782 16723552 FIXED FLOW EMC MORTGAGE FIXED 16723553 17903790 16723553 FIXED FLOW EMC MORTGAGE FIXED 16721809 17893124 16721809 UNKNOWN FLOW EMC MORTGAGE FIXED 16721829 17893322 16721829 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721834 17893371 16721834 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721848 17893512 16721848 FIXED FLOW EMC MORTGAGE FIXED 16721853 17893561 16721853 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721866 17893694 16721866 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721880 17893835 16721880 FIXED FLOW EMC MORTGAGE FIXED 16721899 17894023 16721899 OPTION ARM FLOW EMC MORTGAGE FIXED 16721900 17894031 16721900 UNKNOWN FLOW EMC MORTGAGE FIXED 16721913 17894171 16721913 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722053 17895574 16722053 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722054 17895582 16722054 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722070 17895749 16722070 UNKNOWN FLOW EMC MORTGAGE FIXED 16722073 17895772 16722073 FIXED FLOW EMC MORTGAGE FIXED 16722109 17896135 16722109 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722128 17896325 16722128 FIXED IO FLOW EMC MORTGAGE FIXED 16722155 17896598 16722155 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722172 17896762 16722172 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722176 17896804 16722176 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722194 17896986 16722194 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722196 17897000 16722196 UNKNOWN FLOW EMC MORTGAGE FIXED 16722199 17897034 16722199 UNKNOWN FLOW EMC MORTGAGE FIXED 16722203 17897075 16722203 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722218 17897224 16722218 FIXED FLOW EMC MORTGAGE FIXED 16722224 17897281 16722224 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722232 17897364 16722232 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722246 17897505 16722246 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722247 17897513 16722247 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722252 17897562 16722252 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722254 17897588 16722254 UNKNOWN FLOW EMC MORTGAGE FIXED 16722273 17897778 16722273 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16722277 17897810 16722277 OPTION ARM FLOW EMC MORTGAGE FIXED 16722303 17898073 16722303 UNKNOWN FLOW EMC MORTGAGE FIXED 16722311 17898156 16722311 OPTION ARM FLOW EMC MORTGAGE FIXED 16722355 17898594 16722355 OPTION ARM FLOW EMC MORTGAGE FIXED 16723055 17898818 16723055 FIXED FLOW EMC MORTGAGE FIXED 16723063 17898891 16723063 UNKNOWN FLOW EMC MORTGAGE FIXED 16723083 17899097 16723083 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723086 17899121 16723086 UNKNOWN FLOW EMC MORTGAGE FIXED 16723092 17899188 16723092 OPTION ARM FLOW EMC MORTGAGE FIXED 16723097 17899238 16723097 UNKNOWN FLOW EMC MORTGAGE FIXED 16723103 17899295 16723103 UNKNOWN FLOW EMC MORTGAGE FIXED 16723104 17899303 16723104 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723105 17899311 16723105 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723109 17899352 16723109 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723112 17899386 16723112 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723114 17899402 16723114 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723117 17899436 16723117 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723119 17899451 16723119 UNKNOWN FLOW EMC MORTGAGE FIXED 16723132 17899584 16723132 UNKNOWN FLOW EMC MORTGAGE FIXED 16723151 17899774 16723151 OPTION ARM FLOW EMC MORTGAGE FIXED 16723168 17899949 16723168 FIXED FLOW EMC MORTGAGE FIXED 16723169 17899956 16723169 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723173 17899998 16723173 UNKNOWN FLOW EMC MORTGAGE FIXED 16723174 17900002 16723174 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723175 17900010 16723175 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723177 17900036 16723177 UNKNOWN FLOW EMC MORTGAGE FIXED 16723178 17900044 16723178 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723179 17900051 16723179 UNKNOWN FLOW EMC MORTGAGE FIXED 16723180 17900069 16723180 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723182 17900085 16723182 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723183 17900093 16723183 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723184 17900101 16723184 UNKNOWN FLOW EMC MORTGAGE FIXED 16723186 17900127 16723186 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723187 17900135 16723187 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723188 17900143 16723188 UNKNOWN FLOW EMC MORTGAGE FIXED 16723190 17900168 16723190 UNKNOWN FLOW EMC MORTGAGE FIXED 16723191 17900176 16723191 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723192 17900184 16723192 UNKNOWN FLOW EMC MORTGAGE FIXED 16723193 17900192 16723193 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723194 17900200 16723194 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723198 17900242 16723198 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723200 17900267 16723200 UNKNOWN FLOW EMC MORTGAGE FIXED 16723201 17900275 16723201 UNKNOWN FLOW EMC MORTGAGE FIXED 16723202 17900283 16723202 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723203 17900291 16723203 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723204 17900309 16723204 UNKNOWN FLOW EMC MORTGAGE FIXED 16723206 17900325 16723206 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723207 17900333 16723207 UNKNOWN FLOW EMC MORTGAGE FIXED 16723208 17900341 16723208 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723209 17900358 16723209 FIXED FLOW EMC MORTGAGE FIXED 16723210 17900366 16723210 UNKNOWN FLOW EMC MORTGAGE FIXED 16723212 17900382 16723212 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723214 17900408 16723214 UNKNOWN FLOW EMC MORTGAGE FIXED 16723215 17900416 16723215 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723216 17900424 16723216 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723217 17900432 16723217 UNKNOWN FLOW EMC MORTGAGE FIXED 16723219 17900457 16723219 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723221 17900473 16723221 UNKNOWN FLOW EMC MORTGAGE FIXED 16723223 17900499 16723223 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723226 17900523 16723226 UNKNOWN FLOW EMC MORTGAGE FIXED 16723228 17900549 16723228 UNKNOWN FLOW EMC MORTGAGE FIXED 16723229 17900556 16723229 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723231 17900572 16723231 UNKNOWN FLOW EMC MORTGAGE FIXED 16723232 17900580 16723232 UNKNOWN FLOW EMC MORTGAGE FIXED 16723240 17900663 16723240 UNKNOWN FLOW EMC MORTGAGE FIXED 16723242 17900689 16723242 UNKNOWN FLOW EMC MORTGAGE FIXED 16723243 17900697 16723243 UNKNOWN FLOW EMC MORTGAGE FIXED 16723244 17900705 16723244 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723245 17900713 16723245 UNKNOWN FLOW EMC MORTGAGE FIXED 16723246 17900721 16723246 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723248 17900747 16723248 UNKNOWN FLOW EMC MORTGAGE FIXED 16723255 17900812 16723255 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723268 17900945 16723268 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723270 17900960 16723270 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723272 17900986 16723272 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723281 17901075 16723281 OPTION ARM FLOW EMC MORTGAGE FIXED 16723291 17901174 16723291 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723293 17901190 16723293 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723303 17901299 16723303 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723313 17901398 16723313 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723317 17901430 16723317 FIXED FLOW EMC MORTGAGE FIXED 16723325 17901513 16723325 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723330 17901562 16723330 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723385 17902115 16723385 UNKNOWN FLOW EMC MORTGAGE FIXED 16723391 17902172 16723391 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723392 17902180 16723392 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723403 17902297 16723403 OPTION ARM FLOW EMC MORTGAGE FIXED 16723406 17902321 16723406 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723419 17902453 16723419 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723421 17902479 16723421 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723429 17902552 16723429 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723431 17902578 16723431 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723451 17902776 16723451 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723452 17902784 16723452 UNKNOWN FLOW EMC MORTGAGE FIXED 16723472 17902982 16723472 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723476 17903022 16723476 FIXED FLOW EMC MORTGAGE FIXED 16723481 17903071 16723481 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721942 17894460 16721942 UNKNOWN FLOW EMC MORTGAGE FIXED 16721952 17894569 16721952 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16721954 17894585 16721954 OPTION ARM FLOW EMC MORTGAGE FIXED 16721957 17894619 16721957 UNKNOWN FLOW EMC MORTGAGE FIXED 16721963 17894676 16721963 UNKNOWN FLOW EMC MORTGAGE FIXED 16721970 17894742 16721970 OPTION ARM FLOW EMC MORTGAGE FIXED 16721974 17894783 16721974 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721976 17894809 16721976 OPTION ARM FLOW EMC MORTGAGE FIXED 16721981 17894858 16721981 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16721991 17894957 16721991 UNKNOWN FLOW EMC MORTGAGE FIXED 16723495 17903212 16723495 UNKNOWN FLOW EMC MORTGAGE FIXED 16723504 17903303 16723504 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723509 17903352 16723509 FIXED FLOW EMC MORTGAGE FIXED 16723521 17903477 16723521 UNKNOWN FLOW EMC MORTGAGE FIXED 16723524 17903501 16723524 UNKNOWN FLOW EMC MORTGAGE FIXED 16723532 17903584 16723532 UNKNOWN FLOW EMC MORTGAGE FIXED 16722007 17895111 16722007 UNKNOWN FLOW EMC MORTGAGE FIXED 16832749 17544438 16832749 OPTION ARM BSRM EMC MORTGAGE FIXED 16806591 17524067 16806591 OPTION ARM BSRM EMC MORTGAGE FIXED 16778300 17979469 16778300 UNKNOWN FLOW EMC MORTGAGE FIXED 16767475 17487810 16767475 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16767494 17488081 16767494 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16674192 16145971 16674192 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16704365 17825043 16704365 FIXED FLOW EMC MORTGAGE FIXED 16771990 17954561 16771990 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16666575 16923732 16666575 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16670155 16927873 16670155 OPTION ARM BSRM EMC MORTGAGE FIXED 16670164 16927972 16670164 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16670175 16928095 16670175 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16670196 16928335 16670196 FIXED BSRM EMC MORTGAGE FIXED 16666509 16924573 16666509 OPTION ARM BSRM EMC MORTGAGE FIXED 16666526 16925489 16666526 OPTION ARM BSRM EMC MORTGAGE FIXED 16666731 16925752 16666731 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16669979 16928608 16669979 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16669981 16928699 16669981 OPTION ARM BSRM EMC MORTGAGE FIXED 16671380 16928988 16671380 UNKNOWN BSRM EMC MORTGAGE FIXED 16670004 16926065 16670004 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16670017 16926214 16670017 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16670037 16926479 16670037 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16670053 16926636 16670053 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16670086 16926990 16670086 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16655736 16913147 16655736 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16653554 16908907 16653554 OPTION ARM BSRM EMC MORTGAGE FIXED 16658255 16914905 16658255 OPTION ARM BSRM EMC MORTGAGE FIXED 16658114 16915001 16658114 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16658314 16915738 16658314 OPTION ARM BSRM EMC MORTGAGE FIXED 16658321 16915845 16658321 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16661844 16916843 16661844 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16661750 16916975 16661750 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16661781 16918369 16661781 OPTION ARM BSRM EMC MORTGAGE FIXED 16663432 16918922 16663432 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16653632 16909921 16653632 BALLOON BSRM EMC MORTGAGE FIXED 16653637 16909970 16653637 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16663603 16919250 16663603 LIBOR 2/6 BSRM EMC MORTGAGE FIXED 16663616 16919581 16663616 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16663464 16919631 16663464 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16663470 16919706 16663470 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16653478 16910606 16653478 OPTION ARM BSRM EMC MORTGAGE FIXED 16653487 16910713 16653487 OPTION ARM BSRM EMC MORTGAGE FIXED 16663625 16919953 16663625 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16663629 16920019 16663629 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16663512 16920852 16663512 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16663694 16921017 16663694 OPTION ARM BSRM EMC MORTGAGE FIXED 16655700 16911224 16655700 OPTION ARM BSRM EMC MORTGAGE FIXED 16664535 16921405 16664535 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16665211 16921686 16665211 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16665303 16921918 16665303 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16665218 16922072 16665218 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16655809 16911786 16655809 OPTION ARM BSRM EMC MORTGAGE FIXED 16666564 16923625 16666564 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16655876 16912594 16655876 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16650996 16907735 16650996 OPTION ARM BSRM EMC MORTGAGE FIXED 16649539 16905085 16649539 OPTION ARM BSRM EMC MORTGAGE FIXED 16649643 16905192 16649643 OPTION ARM BSRM EMC MORTGAGE FIXED 16649724 16906265 16649724 OPTION ARM BSRM EMC MORTGAGE FIXED 16650942 16906901 16650942 OPTION ARM BSRM EMC MORTGAGE FIXED 16640388 16894933 16640388 OPTION ARM BSRM EMC MORTGAGE FIXED 16640509 16895062 16640509 UNKNOWN BSRM EMC MORTGAGE FIXED 16640396 16895435 16640396 OPTION ARM BSRM EMC MORTGAGE FIXED 16640400 16895567 16640400 FIXED BSRM EMC MORTGAGE FIXED 16640431 16896292 16640431 OPTION ARM BSRM EMC MORTGAGE FIXED 16648227 16902991 16648227 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16649584 16904435 16649584 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16640610 16896706 16640610 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16643416 16898124 16643416 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16645731 16901282 16645731 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16714159 17866583 16714159 UNKNOWN FLOW EMC MORTGAGE FIXED 16715113 17871732 16715113 FIXED FLOW EMC MORTGAGE FIXED 16713522 17860214 16713522 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16711100 17857343 16711100 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709875 17849191 16709875 FIXED FLOW EMC MORTGAGE FIXED 16704362 17825019 16704362 FIXED FLOW EMC MORTGAGE FIXED 16772014 17954801 16772014 UNKNOWN FLOW EMC MORTGAGE FIXED 16772087 17955535 16772087 UNKNOWN FLOW EMC MORTGAGE FIXED 16772462 17959289 16772462 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16774804 17962234 16774804 UNKNOWN FLOW EMC MORTGAGE FIXED 16775022 17964412 16775022 UNKNOWN FLOW EMC MORTGAGE FIXED 16775033 17964529 16775033 UNKNOWN FLOW EMC MORTGAGE FIXED 16775039 17964586 16775039 UNKNOWN FLOW EMC MORTGAGE FIXED 16775223 17966433 16775223 OPTION ARM FLOW EMC MORTGAGE FIXED 16775241 17966615 16775241 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775242 17966623 16775242 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775300 17967209 16775300 BALLOON FLOW EMC MORTGAGE FIXED 16775319 17967399 16775319 FIXED FLOW EMC MORTGAGE FIXED 16775329 17967498 16775329 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775342 17967621 16775342 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775366 17967860 16775366 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775373 17967936 16775373 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775456 17968769 16775456 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775457 17968777 16775457 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775476 17968967 16775476 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775486 17969064 16775486 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775547 17969676 16775547 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775563 17969833 16775563 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16775567 17969874 16775567 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16775591 17970112 16775591 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16776597 17972076 16776597 UNKNOWN FLOW EMC MORTGAGE FIXED 16776606 17972167 16776606 UNKNOWN FLOW EMC MORTGAGE FIXED 16776766 17973769 16776766 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16776848 17974585 16776848 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16777047 17976572 16777047 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16777073 17976838 16777073 5/1 LIBOR IO FLOW EMC MORTGAGE FIXED 16634119 16891996 16634119 UNKNOWN BSRM EMC MORTGAGE FIXED 16777210 17978206 16777210 OPTION ARM FLOW EMC MORTGAGE FIXED 16777216 17978263 16777216 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778398 17980442 16778398 FIXED FLOW EMC MORTGAGE FIXED 16778546 17981929 16778546 UNKNOWN FLOW EMC MORTGAGE FIXED 16778575 17982216 16778575 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16778646 17982927 16778646 UNKNOWN FLOW EMC MORTGAGE FIXED 16778647 17982935 16778647 UNKNOWN FLOW EMC MORTGAGE FIXED 16778691 17983370 16778691 UNKNOWN FLOW EMC MORTGAGE FIXED 16778729 17983750 16778729 FIXED FLOW EMC MORTGAGE FIXED 16780832 17988940 16780832 UNKNOWN FLOW EMC MORTGAGE FIXED 16781018 17990805 16781018 OPTION ARM FLOW EMC MORTGAGE FIXED 16781109 17991712 16781109 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781314 17993767 16781314 UNKNOWN FLOW EMC MORTGAGE FIXED 16781328 17993908 16781328 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16781339 17994013 16781339 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16781346 17994088 16781346 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784582 17995556 16784582 1MPRIME IO FLOW EMC MORTGAGE FIXED 16784699 17996737 16784699 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784834 17998089 16784834 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784836 17998105 16784836 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16784962 17999368 16784962 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16784972 17999467 16784972 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16786253 18000737 16786253 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788423 18001610 16788423 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16788540 18002782 16788540 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788773 18005124 16788773 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16788830 18005694 16788830 FIXED FLOW EMC MORTGAGE FIXED 16790394 18008839 16790394 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16790547 18010363 16790547 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790569 18010587 16790569 UNKNOWN FLOW EMC MORTGAGE FIXED 16790654 18011437 16790654 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790736 18012252 16790736 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16790770 18012591 16790770 FIXED FLOW EMC MORTGAGE FIXED 16790828 18013177 16790828 UNKNOWN FLOW EMC MORTGAGE FIXED 16791004 18014936 16791004 FIXED FLOW EMC MORTGAGE FIXED 16798212 18017624 16798212 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798248 18017988 16798248 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16798437 18019877 16798437 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16798557 18021071 16798557 UNKNOWN FLOW EMC MORTGAGE FIXED 16798566 18021162 16798566 UNKNOWN FLOW EMC MORTGAGE FIXED 16801511 18026104 16801511 BALLOON FLOW EMC MORTGAGE FIXED 16801548 18026476 16801548 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16801956 18030551 16801956 FIXED FLOW EMC MORTGAGE FIXED 16803340 18031823 16803340 UNKNOWN FLOW EMC MORTGAGE FIXED 16803885 18037275 16803885 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16803935 18037770 16803935 UNKNOWN FLOW EMC MORTGAGE FIXED 16804000 18038422 16804000 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16804128 18039701 16804128 UNKNOWN FLOW EMC MORTGAGE FIXED 16804151 18039933 16804151 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806915 18043133 16806915 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16806946 18043448 16806946 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16807011 18044099 16807011 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16809214 18048231 16809214 UNKNOWN FLOW EMC MORTGAGE FIXED 16809313 18049221 16809313 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16809416 18050252 16809416 FIXED FLOW EMC MORTGAGE FIXED 16819264 18065961 16819264 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16823642 18072231 16823642 UNKNOWN FLOW EMC MORTGAGE FIXED 16824195 18077768 16824195 UNKNOWN FLOW EMC MORTGAGE FIXED 16824269 18078501 16824269 UNKNOWN FLOW EMC MORTGAGE FIXED 16833033 18088633 16833033 UNKNOWN FLOW EMC MORTGAGE FIXED 16833129 18089599 16833129 UNKNOWN FLOW EMC MORTGAGE FIXED 16628423 16886186 16628423 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16633977 16890089 16633977 OPTION ARM BSRM EMC MORTGAGE FIXED 16634037 16890790 16634037 UNKNOWN BSRM EMC MORTGAGE FIXED 16729537 17916768 16729537 FIXED FLOW EMC MORTGAGE FIXED 16729759 17919002 16729759 OPTION ARM FLOW EMC MORTGAGE FIXED 16729839 17919804 16729839 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731460 17922063 16731460 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16731520 17922667 16731520 FIXED FLOW EMC MORTGAGE FIXED 16731582 17923285 16731582 UNKNOWN FLOW EMC MORTGAGE FIXED 16731662 17924085 16731662 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731679 17924259 16731679 FIXED FLOW EMC MORTGAGE FIXED 16731806 17925538 16731806 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16731869 17926171 16731869 UNKNOWN FLOW EMC MORTGAGE FIXED 16765272 17931296 16765272 UNKNOWN FLOW EMC MORTGAGE FIXED 16765283 17931403 16765283 UNKNOWN FLOW EMC MORTGAGE FIXED 16765439 17932963 16765439 UNKNOWN FLOW EMC MORTGAGE FIXED 16765447 17933045 16765447 UNKNOWN FLOW EMC MORTGAGE FIXED 16765491 17933482 16765491 OPTION ARM FLOW EMC MORTGAGE FIXED 16765637 17934944 16765637 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16767963 17936626 16767963 UNKNOWN FLOW EMC MORTGAGE FIXED 16768079 17937798 16768079 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768233 17939331 16768233 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768339 17940396 16768339 OPTION ARM FLOW EMC MORTGAGE FIXED 16768426 17941261 16768426 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16768434 17941345 16768434 UNKNOWN FLOW EMC MORTGAGE FIXED 16770649 17944190 16770649 UNKNOWN FLOW EMC MORTGAGE FIXED 16770740 17945106 16770740 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16770870 17946419 16770870 UNKNOWN FLOW EMC MORTGAGE FIXED 16770895 17946666 16770895 LIBOR 3/6 FLOW EMC MORTGAGE FIXED 16771091 17948621 16771091 UNKNOWN FLOW EMC MORTGAGE FIXED 16771144 17949157 16771144 UNKNOWN FLOW EMC MORTGAGE FIXED 16771192 17949637 16771192 FIXED FLOW EMC MORTGAGE FIXED 16771248 17950197 16771248 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771360 17951310 16771360 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771764 17952292 16771764 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771849 17953142 16771849 FIXED FLOW EMC MORTGAGE FIXED 16771851 17953167 16771851 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16771879 17953449 16771879 FIXED FLOW EMC MORTGAGE FIXED 16728761 17913393 16728761 FIXED FLOW EMC MORTGAGE FIXED 16612536 16882052 16612536 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16612421 16882615 16612421 OPTION ARM BSRM EMC MORTGAGE FIXED 16729387 17915265 16729387 FIXED FLOW EMC MORTGAGE FIXED 16718203 17882309 16718203 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718229 17882564 16718229 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718241 17882689 16718241 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718284 17883117 16718284 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718307 17883349 16718307 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16718347 17883745 16718347 UNKNOWN FLOW EMC MORTGAGE FIXED 16718398 17884255 16718398 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16718519 17885468 16718519 LIBOR 7/6 FLOW EMC MORTGAGE FIXED 16721917 17894213 16721917 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722144 17896481 16722144 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16722154 17896580 16722154 UNKNOWN FLOW EMC MORTGAGE FIXED 16722164 17896689 16722164 UNKNOWN FLOW EMC MORTGAGE FIXED 16723095 17899212 16723095 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723143 17899691 16723143 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723195 17900218 16723195 UNKNOWN FLOW EMC MORTGAGE FIXED 16723196 17900226 16723196 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16723218 17900440 16723218 UNKNOWN FLOW EMC MORTGAGE FIXED 16723234 17900606 16723234 UNKNOWN FLOW EMC MORTGAGE FIXED 16723292 17901182 16723292 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723314 17901406 16723314 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16723516 17903428 16723516 UNKNOWN FLOW EMC MORTGAGE FIXED 16723721 17905472 16723721 UNKNOWN FLOW EMC MORTGAGE FIXED 16723764 17905902 16723764 UNKNOWN FLOW EMC MORTGAGE FIXED 16723828 17906546 16723828 OPTION ARM FLOW EMC MORTGAGE FIXED 16723839 17906652 16723839 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728357 17909359 16728357 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16728529 17911074 16728529 UNKNOWN FLOW EMC MORTGAGE FIXED 16728639 17912171 16728639 FIXED FLOW EMC MORTGAGE FIXED 16697718 17817701 16697718 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16697866 17819194 16697866 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16697876 17819293 16697876 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16693078 17441312 16693078 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16704034 17821737 16704034 OPTION ARM FLOW EMC MORTGAGE FIXED 16704224 17823634 16704224 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16704244 17823832 16704244 OPTION ARM FLOW EMC MORTGAGE FIXED 16704635 17827759 16704635 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706743 17832361 16706743 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16706809 17833021 16706809 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16708078 17841446 16708078 FIXED FLOW EMC MORTGAGE FIXED 16708099 17841651 16708099 FIXED FLOW EMC MORTGAGE FIXED 16708254 17843202 16708254 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16708271 17843376 16708271 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709475 17845181 16709475 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709577 17846205 16709577 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16709793 17848375 16709793 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709799 17848433 16709799 OPTION ARM FLOW EMC MORTGAGE FIXED 16709905 17849498 16709905 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16709979 17850231 16709979 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16710061 17851056 16710061 FIXED FLOW EMC MORTGAGE FIXED 16710747 17853805 16710747 OPTION ARM FLOW EMC MORTGAGE FIXED 16711257 17858911 16711257 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16711332 17859661 16711332 UNKNOWN FLOW EMC MORTGAGE FIXED 16713771 17862707 16713771 UNKNOWN FLOW EMC MORTGAGE FIXED 16713792 17862913 16713792 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713855 17863549 16713855 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713904 17864034 16713904 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16713957 17864562 16713957 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16714016 17865155 16714016 UNKNOWN FLOW EMC MORTGAGE FIXED 16714150 17866492 16714150 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16714165 17866641 16714165 FIXED FLOW EMC MORTGAGE FIXED 16715025 17870858 16715025 OPTION ARM FLOW EMC MORTGAGE FIXED 16715051 17871112 16715051 LIBOR 5/6 FLOW EMC MORTGAGE FIXED 16715204 17872649 16715204 UNKNOWN FLOW EMC MORTGAGE FIXED 16717165 17874694 16717165 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717183 17874876 16717183 UNKNOWN FLOW EMC MORTGAGE FIXED 16717185 17874892 16717185 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717187 17874918 16717187 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717274 17875782 16717274 10/1 LIBOR IO FLOW EMC MORTGAGE FIXED 16717458 17877622 16717458 OPTION ARM FLOW EMC MORTGAGE FIXED 16717461 17877655 16717461 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717531 17878356 16717531 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16717542 17878463 16717542 UNKNOWN FLOW EMC MORTGAGE FIXED 16717557 17878612 16717557 OPTION ARM FLOW EMC MORTGAGE FIXED 16717632 17879362 16717632 OPTION ARM FLOW EMC MORTGAGE FIXED 16717654 17879586 16717654 UNKNOWN FLOW EMC MORTGAGE FIXED 16717671 17879750 16717671 UNKNOWN FLOW EMC MORTGAGE FIXED 16717689 17879933 16717689 SECURE OPTION ARM FLOW EMC MORTGAGE FIXED 16801378 17517707 16801378 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16764879 17483751 16764879 OPTION ARM BSRM EMC MORTGAGE FIXED 16808339 17525882 16808339 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16771089 17948605 16771089 UNKNOWN FLOW EMC MORTGAGE FIXED 16801357 17517350 16801357 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16599152 16867483 16599152 OPTION ARM BSRM EMC MORTGAGE FIXED 16574810 16853814 16574810 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16595882 16861213 16595882 OPTION ARM BSRM EMC MORTGAGE FIXED 16590907 16858375 16590907 OPTION ARM BSRM EMC MORTGAGE FIXED 16594411 16859845 16594411 FIXED BSRM EMC MORTGAGE FIXED 16569777 16848574 16569777 OPTION ARM BSRM EMC MORTGAGE FIXED 16548380 16832305 16548380 BALLOON BSRM EMC MORTGAGE FIXED 16548802 16832487 16548802 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16551239 16836041 16551239 OPTION ARM BSRM EMC MORTGAGE FIXED 16564227 16839227 16564227 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16785094 17506668 16785094 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16787209 17508961 16787209 FIXED BSRM EMC MORTGAGE FIXED 16730359 17479627 16730359 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16731328 17481946 16731328 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16731329 17481953 16731329 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764865 17483587 16764865 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16764940 17484742 16764940 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16767399 17486663 16767399 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772963 17489436 16772963 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16772787 17490020 16772787 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16773015 17490384 16773015 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773052 17490889 16773052 OPTION ARM BSRM EMC MORTGAGE FIXED 16772823 17491598 16772823 LIBOR 5/6 BSRM EMC MORTGAGE FIXED 16773123 17491879 16773123 OPTION ARM BSRM EMC MORTGAGE FIXED 16727957 17475906 16727957 OPTION ARM BSRM EMC MORTGAGE FIXED 16728203 17477621 16728203 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16730227 17477993 16730227 SECURE OPTION ARM BSRM EMC MORTGAGE FIXED 16640815 16017113 16640815 FIXED FLOW EMC MORTGAGE FIXED 16640808 16017048 16640808 LIBOR 5/6 FLOW EMC MORTGAGE FIXED LOAN_ID NOTE_DATE1 FIRST_PAY_DATE STATED_MAT STATED_ORIGINAL_TERM PAYMENT ORIGINAL_BALANCE CURRENT_BALANCE ------- ---------- -------------- ---------- -------------------- ------- ---------------- --------------- 16653843 20060925 20061101 20361001 360 274.61 28000 27972.16 16791001 20061117 20070101 20211201 180 265.53 21000 20996.97 16791006 20061026 20061201 20211101 180 1619.17 149000 148927.52 16791009 20061116 20070101 20361201 360 312.95 24750 24746.43 16791033 20061128 20070101 20211201 180 697.5 72000 72000 16791037 20061127 20070101 20211201 180 763.74 59000 58992.2 16791052 20061117 20070101 20211201 180 281.2 24550 24544.99 16791057 20061129 20070101 20361201 360 312.29 27500 27494.22 16791064 20061114 20070101 20361201 360 366.3 29200 29161.96 16791065 20061117 20070101 20361201 360 431.31 39690 39680.4 16791073 20061201 20070101 20361201 360 435.11 32600 32596.16 16791080 20061130 20070101 20361201 360 429.1 32150 32146.22 16791110 20061129 20070101 20361201 360 371.25 29700 29700 16791154 20061130 20070101 20361201 360 420.36 38000 37991.31 16791155 20061122 20070101 20211201 180 146.36 16000 15993.64 16662562 20061101 20070101 20361201 360 590.3 49000 48991.58 16662478 20061101 20070101 20361201 360 363.21 28725 28720.85 16662487 20061101 20070101 20361201 360 356.89 28225 28220.92 16662430 20061101 20070101 20361201 360 358.01 29475 29470.08 16662449 20061101 20070101 20361201 360 358.01 29475 29470.08 16662465 20061101 20070101 20361201 360 358.01 29475 29470.08 16662353 20061120 20070101 20361201 360 361.82 33000 32992.23 16662319 20061026 20061201 20361101 360 283.33 40000 40000 16775001 20061122 20070101 20361201 360 823.87 84002 83974.4 16775110 20061122 20070101 20361201 360 168.46 19400 19391.19 16775581 20061117 20070101 20211201 180 833.33 100000 100000 16776646 20061117 20070101 20361201 360 755.17 74813 74790.37 16777127 20061121 20070101 20361201 360 292.93 30760 30749.04 16777130 20061121 20070101 20361201 360 542.24 76609 76553.55 16777137 20061122 20070101 20211201 180 455.34 45980 45965.3 16777153 20061120 20070101 20361201 360 434.31 61313 61312.99 16777230 20061127 20070101 20361201 360 1515.63 145500 145500 16778781 20061128 20070101 20361201 360 395.24 25200 25198.51 16778891 20061122 20070101 20361201 360 268.57 37488 37461.54 16778896 20061128 20070101 20361201 360 243.23 18087 18084.93 16779006 20061129 20070101 20361201 360 123.52 15700 15690.96 16779019 20061121 20070101 20361201 360 427.34 47154 47154 16780701 20061110 20070101 20211201 180 376.2 31750 31744.22 16780871 20061122 20070101 20361201 360 476.44 37980 37974.35 16781168 20061122 20070101 20211201 180 651.9 65200 65179.73 16784840 20061011 20061201 20211101 180 211.98 21000 20987.23 16788627 20061129 20070101 20361201 360 716.79 73800 73775.09 16788825 20061130 20070101 20361201 360 404.58 47950 47950 16790633 20060927 20061101 20361001 360 385.21 40450 40406.34 16798253 20061130 20070101 20361201 360 457.43 49500 49480.85 16798352 20061130 20070101 20361201 360 558.95 51900 51887.08 16798794 20061130 20070101 20361201 360 122.93 15450 15441.34 16824211 20061102 20070101 20211201 180 1228.5 129000 128954 16771868 20061116 20070101 20361201 360 818.98 62780 62771.93 16772024 20061117 20070101 20361201 360 198.92 16930 16926.83 16772556 20061110 20070101 20211201 180 346.79 38700 38683.77 16772561 20061121 20070101 20361201 360 738.88 73900 73877.03 16772652 20061127 20070101 20361201 360 372.28 50138 50105.2 16723487 20061110 20070101 20211201 180 1760.42 211250 211250 16723626 20061114 20070101 20361201 360 888.02 83205 83183.7 16723634 20061110 20070101 20361201 360 1584.88 160041 159989.85 16723635 20061107 20070101 20361201 360 459.32 40800 40791.18 16723644 20061109 20070101 20361201 360 1136.81 114795 114758.31 16723652 20061114 20070101 20361201 360 308.72 37116 37097.25 16723661 20061109 20070101 20361201 360 960.77 64953 64953 16723664 20061122 20070101 20361201 360 1291.49 151198 151198 16723666 20061108 20070101 20361201 360 527.09 67000 66961.45 16723705 20061109 20070101 20361201 360 1606.02 124066 124049.58 16723709 20061121 20070101 20361201 360 279.97 28900 28900 16723711 20061108 20070101 20361201 360 1150.69 111868 111835.99 16728431 20061117 20070101 20361201 360 618.77 45000 44995.29 16728537 20061110 20070101 20361201 360 901.81 61931 61925.9 16728543 20061121 20070101 20361201 360 848.6 90000 89967.03 16728549 20061108 20070101 20361201 360 1012.4 97510 97482.86 16728826 20061109 20070101 20361201 360 471.09 45798 45784.89 16728867 20061109 20070101 20361201 360 235.67 20400 20395.95 16729434 20061108 20070101 20211201 180 971.59 82000 81985.08 16729471 20061113 20070101 20361201 360 285.61 22950 22946.48 16729665 20061117 20070101 20361201 360 1617.51 132089 132067.57 16729676 20061127 20070101 20361201 360 534.18 54998 54969.33 16731466 20061102 20070101 20211201 180 1026.89 95350 95326.27 16731795 20061121 20070101 20361201 360 287.44 32850 32850 16731801 20061109 20070101 20361201 360 613.86 63825 63802.85 16731804 20061110 20070101 20361201 360 834.83 86800 86769.88 16731967 20061115 20070101 20361201 360 760.18 71880 71861.08 16732002 20061117 20070101 20211201 180 926.31 85241 85220.38 16732039 20061115 20070101 20361201 360 427.79 38000 37991.79 16722220 20061107 20070101 20361201 360 589.77 39400 39397.13 16764906 20061129 20070101 20361201 360 1288.92 123000 122966.7 16765206 20061114 20070101 20361201 360 137.49 11320 11318.11 16765323 20061117 20070101 20361201 360 362.98 26600 26600 16765408 20061116 20070101 20361201 360 363 48400 48400 16765430 20061121 20070101 20361201 360 576.94 63662 63662 16765524 20061116 20070101 20361201 360 631.31 54600 54600 16765622 20061122 20070101 20361201 360 1725.78 176250 176250 16767923 20061116 20070101 20361201 360 436.35 50250 50227.17 16767946 20061113 20070101 20361201 360 590.55 70232 70197.45 16768179 20061114 20070101 20361201 360 750 72000 72000 16770728 20061113 20070101 20211201 180 1252.5 107500 107479.27 16770872 20061115 20070101 20361201 360 755.45 81750 81718.38 16771019 20061114 20070101 20211201 180 904.92 87750 87750 16771166 20061117 20070101 20361201 360 574.69 65678 65678 16771176 20061122 20070101 20361201 360 402.11 56768 56768 16771178 20061116 20070101 20361201 360 774.28 76706 76682.8 16771263 20061127 20070101 20361201 360 497.79 45000 44989.71 16771335 20061114 20070101 20211201 180 652.17 68800 68800 16771707 20061128 20070101 20361201 360 534.57 52958 52941.98 16787102 20061219 20070201 20370101 360 1092.76 111600 111600 16775541 20061027 20061201 20361101 360 1881.68 150000 149955.11 16723256 20061026 20061201 20211101 180 450.91 44250 44223.83 16787143 20061205 20070101 20361201 360 966.61 101500 101463.81 16776290 20061219 20070201 20370101 360 905.48 97000 97000 16670887 20061024 20061201 20361101 360 864.29 113660 113660 16674179 20061113 20070101 20361201 360 1489.24 124319 124319 16674189 20061025 20061201 20211101 180 1017.67 104778 104706.92 16674749 20061109 20070101 20361201 360 435.85 28920 28917.95 16681738 20061106 20070101 20361201 360 312.21 21000 20998.42 16684113 20061013 20061201 20361101 360 256.02 29484 29457.11 16684689 20061129 20070101 20361201 360 577.52 42000 41995.6 16688531 20061120 20070101 20361201 360 791.81 73800 73800 16693421 20061031 20070101 20211201 180 531.4 55800 55780.1 16693557 20061019 20061201 20361101 360 802.18 82805 82805 16693657 20061113 20070101 20361201 360 644.42 81400 81400 16693660 20061107 20070101 20361201 360 369.48 34000 33991.77 16693709 20061114 20070101 20361201 360 384.64 39992 39978.12 16693712 20061018 20061201 20361101 360 2171.39 214900 214900 16693713 20061107 20070101 20361201 360 1013.03 86947 86930.23 16693733 20061013 20070101 20361201 360 426.05 48118 48118 16693743 20061101 20070101 20361201 360 780.55 87104 87067.46 16693760 20061114 20070101 20361201 360 363.77 47838 47838 16693772 20061103 20070101 20361201 360 750.1 63839 63827.04 16693783 20061101 20070101 20361201 360 262.71 36550 36549.99 16693791 20061030 20061201 20361101 360 280.88 22470 22470 16693822 20061026 20061201 20361101 360 568.11 63397 63343.59 16693835 20061102 20070101 20361201 360 607.78 55432 55418.96 16693838 20061116 20070101 20361201 360 451.51 65673 65672.99 16693955 20061101 20070101 20211201 180 258.52 24900 24893.07 16696438 20061103 20070101 20361201 360 1034.71 105500 105465.34 16696490 20061031 20061201 20361101 360 473.54 36300 36290.61 16697414 20061025 20070101 20361201 360 469.17 49265 49247.43 16697418 20061107 20070101 20361201 360 407.87 36939 36939 16697744 20061024 20061201 20361101 360 361.29 43916 43870.28 16704344 20061026 20061201 20361101 360 858.66 84980 84980 16704517 20061106 20070101 20361201 360 250.96 25100 25092.2 16704610 20061106 20070101 20361201 360 495.34 44000 43990.49 16706555 20061107 20070101 20361201 360 836.21 59500 59494.31 16706792 20061103 20070101 20361201 360 375.24 31936 31930.02 16706834 20061117 20070101 20361201 360 404.67 47608 47585.19 16706836 20061115 20070101 20361201 360 459.69 45111 45097.72 16706841 20061108 20070101 20361201 360 857.16 47488 47486.61 16706904 20061027 20061201 20211101 180 808.42 92120 92038.16 16706908 20061106 20070101 20361201 360 842.51 88880 88879.51 16706917 20061122 20070101 20361201 360 265.45 34924 34902.29 16706924 20061024 20070101 20361201 360 330.38 31402 31402 16707111 20061114 20070101 20361201 360 762.04 87090 87090 16707113 20061122 20070101 20361201 360 368.49 43352 43331.23 16707124 20061120 20070101 20361201 360 723.05 69000 68981.32 16707987 20061102 20070101 20361201 360 575.41 50218 50217.41 16670432 20061103 20070101 20361201 360 737.34 69720 69701.65 16708104 20061115 20070101 20361201 360 445.2 45393 45378.09 16708263 20061103 20070101 20361201 360 1721.7 110495 110488.27 16708295 20061103 20070101 20361201 360 240.6 31291 31272.04 16708309 20061027 20061201 20361101 360 1034.5 103466 103385.7 16708322 20061026 20070101 20211201 180 668.45 67500 67478.42 16709525 20061115 20070101 20211201 180 2212.11 211100 211042.87 16709786 20061107 20070101 20361201 360 941.53 56000 55997.64 16709964 20061117 20070101 20361201 360 461.57 41000 40991.14 16711153 20061116 20070101 20211201 180 1115.85 94967 94949.21 16711244 20061113 20070101 20361201 360 248.95 26940 26929.58 16711261 20061106 20070101 20361201 360 752.63 100350 100350 16713578 20061107 20070101 20361201 360 338.8 24822 24819.33 16713681 20061026 20061201 20211101 180 646.88 57500 57500 16713791 20061101 20070101 20361201 360 484.21 54600 54576.48 16713802 20061109 20070101 20361201 360 382.85 26664 26661.67 16713808 20061117 20070101 20361201 360 239.08 22000 21994.67 16713814 20061107 20070101 20361201 360 539.35 84231 84156.68 16713815 20061031 20070101 20361201 360 395.93 36763 36753.85 16713856 20061110 20070101 20361201 360 364.99 32995 32987.46 16713908 20061106 20070101 20361201 360 1426.93 142693 142693 16713914 20061115 20070101 20361201 360 528.35 54398 54379.63 16714062 20061103 20070101 20361201 360 349.26 34600 34589.53 16714073 20061107 20070101 20211201 180 1349.14 123047 123018.05 16714074 20061127 20070101 20361201 360 212.55 23000 22991.1 16714081 20061106 20070101 20361201 360 468.32 42712 42701.94 16714094 20061102 20070101 20361201 360 416.53 42539 42539 16714103 20061101 20070101 20361201 360 616.1 66000 65975.15 16714801 20061101 20070101 20361201 360 1300.81 123000 122967.63 16714945 20061101 20070101 20211201 180 1152.64 108000 107972.36 16715109 20061109 20070101 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