NOMURA ASSET ACCEPTANCE CORPORATION, Depositor NOMURA CREDIT & CAPITAL, INC., Sponsor GMAC MORTGAGE, LLC, a Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, Trustee...
NOMURA
ASSET ACCEPTANCE CORPORATION,
Depositor
NOMURA
CREDIT & CAPITAL, INC.,
Sponsor
GMAC
MORTGAGE, LLC,
a
Servicer
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
Master
Servicer and Securities Administrator
and
HSBC
BANK
USA, NATIONAL ASSOCIATION,
Trustee
Dated
as
of November 1, 2006
NOMURA
ASSET ACCEPTANCE CORPORATION
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-AR4
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND REPRESENTATIONS AND WARRANTIES
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of GMACM, the Master Servicer and Securities
Administrator and the Sponsor.
|
|
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
|
Issuance
of the REMIC I Regular Interests.
|
|
Section
2.07
|
Conveyance
of the REMIC I Regular Interests, REMIC II Regular Interests and
REMIC III
Regular Interests.
|
|
Section
2.08
|
Issuance
of the Class R Certificates and Class R-X Certificates.
|
|
Section
2.09
|
Establishment
of Trust.
|
|
Section
2.10
|
Purpose
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS
|
Section
3.01
|
GMACM
to act as Servicer of the related Mortgage Loans.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of a 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 Insurance Policies.
|
|
Section
3.08
|
Reserved.
|
|
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
|
The
Trustee.
|
|
Section
3.17
|
REMIC-Related
Covenants.
|
|
Section
3.18
|
Annual
Xxxxxxxx-Xxxxx Certification; Additional Information.
|
|
Section
3.19
|
Release
of Mortgage Files.
|
|
Section
3.20
|
Documents,
Records and Funds in Possession of the Servicers to be held for
Trustee.
|
|
Section
3.21
|
Possession
of Certain Insurance Policies and Documents.
|
|
Section
3.22
|
[Reserved].
|
|
Section
3.23
|
[Reserved].
|
|
Section
3.24
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.25
|
[Reserved].
|
|
Section
3.26
|
Collection
of Mortgage Loan Payments; Custodial Accounts.
|
|
Section
3.27
|
Permitted
Withdrawals From the Custodial Accounts.
|
|
Section
3.28
|
Reports
to Master Servicer.
|
|
Section
3.29
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
|
Section
3.30
|
Adjustments
to Mortgage Rate and Scheduled Payment.
|
|
Section
3.31
|
Distribution
Account.
|
|
Section
3.32
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
|
Section
3.33
|
Duties
of the Credit Risk Manager; Termination.
|
|
Section
3.34
|
Intellectual
Property and Confidentiality.
|
|
Section
3.35
|
Limitation
Upon Liability of Credit Risk Manager; Indemnification.
|
|
Section
3.36
|
Resignation
or Removal of Credit Risk Manager.
|
ARTICLE
IV
ADMINISTRATION
AND MASTER SERVICING OF THE MORTGAGE LOANS
|
Section
4.01
|
The
Master Servicer.
|
|
Section
4.02
|
Monitoring
of Servicers.
|
|
Section
4.03
|
Fidelity
Bond.
|
|
Section
4.04
|
Power
to Act; Procedures.
|
|
Section
4.05
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
4.06
|
Documents,
Records and Funds in Possession of Master Servicer To Be Held for
Trustee.
|
|
Section
4.07
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
|
Section
4.08
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
4.09
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
4.10
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
|
Section
4.11
|
Realization
Upon Defaulted Loans.
|
|
Section
4.12
|
Compensation
for the Master Servicer.
|
|
Section
4.13
|
REO
Property.
|
|
Section
4.14
|
Obligation
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
ARTICLE
V
ADVANCES
AND DISTRIBUTIONS
|
Section
5.01
|
Advances;
Advance Facility.
|
|
Section
5.02
|
Compensating
Interest Payments.
|
|
Section
5.03
|
REMIC
Distributions.
|
|
Section
5.04
|
Reserved.
|
|
Section
5.05
|
Reserved.
|
|
Section
5.06
|
Distributions
on the Certificates.
|
|
Section
5.07
|
Reserved.
|
|
Section
5.08
|
Reserved.
|
|
Section
5.09
|
Allocation
of Realized Losses on the Mortgage Loans.
|
|
Section
5.10
|
Monthly
Statements to Certificateholders.
|
|
Section
5.11
|
REMIC
Designations and REMIC Allocations.
|
|
Section
5.12
|
Prepayment
Charges.
|
|
Section
5.13
|
Class
P Certificate Account.
|
|
Section
5.14
|
Reserved.
|
|
Section
5.15
|
Basis
Risk Shortfall Reserve Fund.
|
|
Section
5.16
|
Supplemental
Interest Trust.
|
|
Section
5.17
|
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
|
Section
5.18
|
Reports
Filed with Securities and Exchange Commission.
|
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, THE RELATED SERVICER AND THE MASTER SERVICER
|
Section
7.01
|
Liabilities
of the Depositor, the related Servicer and the Master
Servicer.
|
|
Section
7.02
|
Merger
or Consolidation of the Depositor, the related Servicer or the Master
Servicer.
|
|
Section
7.03
|
Indemnification
of the Depositor and Servicing Function Participants.
|
|
Section
7.04
|
Limitations
on Liability of the Depositor, Securities Administrator, Master Servicer,
related Servicer and Others.
|
|
Section
7.05
|
The
related Servicer Not to Resign.
|
|
Section
7.06
|
Termination
of the related Servicer Without Cause; Appointment of Special
Servicer.
|
|
Section
7.07
|
Limitation
on Resignation of the Master Servicer.
|
|
Section
7.08
|
Assignment
of Master Servicing.
|
|
Section
7.09
|
Rights
of the Depositor in Respect of the related Servicer and the Master
Servicer.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF A SERVICER AND MASTER SERVICER
|
Section
8.01
|
Events
of Default.
|
|
Section
8.02
|
Master
Servicer to Act; Appointment of Successor.
|
|
Section
8.03
|
Notification
to Certificateholders.
|
|
Section
8.04
|
Waiver
of Servicer Defaults and Master Servicer Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE AND SECURITIES ADMINISTRATOR
|
Section
9.01
|
Duties
of Trustee and Securities Administrator.
|
|
Section
9.02
|
Certain
Matters Affecting the Trustee and Securities
Administrator.
|
|
Section
9.03
|
Trustee
and Securities Administrator not Liable for Certificates or Mortgage
Loans.
|
|
Section
9.04
|
Trustee
and Securities Administrator May Own Certificates.
|
|
Section
9.05
|
Fees
and Expenses of Trustee and Securities Administrator.
|
|
Section
9.06
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
|
Section
9.07
|
Resignation
and Removal of Trustee and Securities Administrator.
|
|
Section
9.08
|
Successor
Trustee or Securities Administrator.
|
|
Section
9.09
|
Merger
or Consolidation of Trustee or Securities Administrator.
|
|
Section
9.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
9.11
|
Appointment
of Office or Agency.
|
|
Section
9.12
|
Representations
and Warranties.
|
|
Section
9.13
|
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
|
Certificates
Nonassessable and Fully Paid.
|
|
Section
11.10
|
Intention
of the Parties and Interpretation.
|
|
Section
11.11
|
Reserved.
|
|
Section
11.12
|
Early
Termination of Swap Agreement.
|
|
Section
11.13
|
Third
Party Beneficiary.
|
EXHIBITS
|
Exhibit
A-1
|
Form
of Class A-[1A][1B][2][3][4A][4B] Certificates
|
|
Exhibit
A-2
|
Form
of Class M-[1][2][3][4][5][6][7] Certificates
|
|
Exhibit
A-3
|
Form
of Class P Certificates
|
|
Exhibit
A-4
|
Form
of Class R Certificates and Class R-X Certificates
|
|
Exhibit
A-5
|
Form
of Class X Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
D
|
Form
of Transfer Affidavit
|
|
Exhibit
E
|
Form
of Transferor Certificate
|
|
Exhibit
F
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
G
|
Form
of Rule 144A Investment Letter
|
|
Exhibit
H
|
Form
of Additional Disclosure Notification
|
|
Exhibit
I
|
DTC
Letter of Representations
|
|
Exhibit
J
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
K
|
Appendix
E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.7 Revised
|
|
Exhibit
L
|
Relevant
Servicing Criteria
|
|
Exhibit
M
|
Form
of Back-Up Certification
|
|
Exhibit
N
|
Reporting
Responsibility
|
|
Exhibit
O
|
Interest
Rate Swap Agreement
|
|
Exhibit
P
|
Assignment,
Assumption and Recognition Agreement
|
|
Exhibit
X-1
|
Form
of Schedule of Default Loan Data
|
|
Exhibit
X-2
|
Standard
File Layout - Delinquency Reporting
|
|
Exhibit
X-3
|
Form
of Schedule of Realized
Losses/Gains
|
POOLING
AND SERVICING AGREEMENT, dated as of November 1, 2006, among NOMURA ASSET
ACCEPTANCE CORPORATION, a Delaware corporation, as depositor (the “Depositor”),
NOMURA CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such
capacity, the “Sponsor”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), GMAC MORTGAGE, LLC, a Delaware
limited liability company, as a servicer (a “Servicer” or “GMACM”) and HSBC
BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Securities Administrator will make an election to treat
the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement (exclusive of the Basis Risk Shortfall
Reserve Fund and, for the avoidance of doubt, the Supplemental Interest Trust
and the Swap Agreement) as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC I”. The Class R-1
Interest will represent the sole class of “residual interests” in REMIC I for
purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
I Pass-Through Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests. None
of the REMIC I Regular Interests will be certificated.
|
Designation
|
Initial
Certificate
Principal
Balance
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Assumed
Final
Maturity
Date(1)
|
|
|
I
|
$
|
4,436,336.34
|
(2)
|
December
25, 2036
|
|
I-1-A
|
$
|
11,535,813.33
|
(2)
|
December
25, 2036
|
|
I-1-B
|
$
|
11,535,813.33
|
(2)
|
December
25, 2036
|
|
I-2-A
|
$
|
11,108,824.01
|
(2)
|
December
25, 2036
|
|
I-2-B
|
$
|
11,108,824.01
|
(2)
|
December
25, 2036
|
|
I-3-A
|
$
|
10,681,252.22
|
(2)
|
December
25, 2036
|
|
I-3-B
|
$
|
10,681,252.22
|
(2)
|
December
25, 2036
|
|
I-4-A
|
$
|
10,728,276.64
|
(2)
|
December
25, 2036
|
|
I-4-B
|
$
|
10,728,276.64
|
(2)
|
December
25, 2036
|
|
I-5-A
|
$
|
9,937,393.25
|
(2)
|
December
25, 2036
|
|
I-5-B
|
$
|
9,937,393.25
|
(2)
|
December
25, 2036
|
|
I-6-A
|
$
|
9,474,740.09
|
(2)
|
December
25, 2036
|
|
I-6-B
|
$
|
9,474,740.09
|
(2)
|
December
25, 2036
|
|
I-7-A
|
$
|
9,110,042.88
|
(2)
|
December
25, 2036
|
|
I-7-B
|
$
|
9,110,042.88
|
(2)
|
December
25, 2036
|
|
I-8-A
|
$
|
8,759,378.85
|
(2)
|
December
25, 2036
|
|
I-8-B
|
$
|
8,759,378.85
|
(2)
|
December
25, 2036
|
|
I-9-A
|
$
|
8,422,208.16
|
(2)
|
December
25, 2036
|
|
I-9-B
|
$
|
8,422,208.16
|
(2)
|
December
25, 2036
|
|
I-10-A
|
$
|
8,098,011.76
|
(2)
|
December
25, 2036
|
|
I-10-B
|
$
|
8,098,011.76
|
(2)
|
December
25, 2036
|
|
I-11-A
|
$
|
7,786,290.52
|
(2)
|
December
25, 2036
|
|
I-11-B
|
$
|
7,786,290.52
|
(2)
|
December
25, 2036
|
|
I-12-A
|
$
|
7,486,564.53
|
(2)
|
December
25, 2036
|
|
I-12-B
|
$
|
7,486,564.53
|
(2)
|
December
25, 2036
|
|
I-13-A
|
$
|
7,198,372.35
|
(2)
|
December
25, 2036
|
|
I-13-B
|
$
|
7,198,372.35
|
(2)
|
December
25, 2036
|
|
I-14-A
|
$
|
6,921,270.25
|
(2)
|
December
25, 2036
|
|
I-14-B
|
$
|
6,921,270.25
|
(2)
|
December
25, 2036
|
|
I-15-A
|
$
|
6,654,831.60
|
(2)
|
December
25, 2036
|
|
I-15-B
|
$
|
6,654,831.60
|
(2)
|
December
25, 2036
|
|
I-16-A
|
$
|
6,398,646.17
|
(2)
|
December
25, 2036
|
|
I-16-B
|
$
|
6,398,646.17
|
(2)
|
December
25, 2036
|
|
I-17-A
|
$
|
6,152,319.49
|
(2)
|
December
25, 2036
|
|
I-17-B
|
$
|
6,152,319.49
|
(2)
|
December
25, 2036
|
|
I-18-A
|
$
|
5,915,472.29
|
(2)
|
December
25, 2036
|
|
I-18-B
|
$
|
5,915,472.29
|
(2)
|
December
25, 2036
|
|
I-19-A
|
$
|
5,687,739.88
|
(2)
|
December
25, 2036
|
|
I-19-B
|
$
|
5,687,739.88
|
(2)
|
December
25, 2036
|
|
I-20-A
|
$
|
8,318,170.42
|
(2)
|
December
25, 2036
|
|
I-20-B
|
$
|
8,318,170.42
|
(2)
|
December
25, 2036
|
|
I-21-A
|
$
|
5,148,785.19
|
(2)
|
December
25, 2036
|
|
I-21-B
|
$
|
5,148,785.19
|
(2)
|
December
25, 2036
|
|
I-22-A
|
$
|
5,314,342.65
|
(2)
|
December
25, 2036
|
|
I-22-B
|
$
|
5,314,342.65
|
(2)
|
December
25, 2036
|
|
I-23-A
|
$
|
5,733,967.78
|
(2)
|
December
25, 2036
|
|
I-23-B
|
$
|
5,733,967.78
|
(2)
|
December
25, 2036
|
|
I-24-A
|
$
|
4,524,935.69
|
(2)
|
December
25, 2036
|
|
I-24-B
|
$
|
4,524,935.69
|
(2)
|
December
25, 2036
|
|
I-25-A
|
$
|
4,350,718.68
|
(2)
|
December
25, 2036
|
|
I-25-B
|
$
|
4,350,718.68
|
(2)
|
December
25, 2036
|
|
I-26-A
|
$
|
4,183,206.83
|
(2)
|
December
25, 2036
|
|
I-26-B
|
$
|
4,183,206.83
|
(2)
|
December
25, 2036
|
|
I-27-A
|
$
|
4,022,142.19
|
(2)
|
December
25, 2036
|
|
I-27-B
|
$
|
4,022,142.19
|
(2)
|
December
25, 2036
|
|
I-28-A
|
$
|
3,867,276.66
|
(2)
|
December
25, 2036
|
|
I-28-B
|
$
|
3,867,276.66
|
(2)
|
December
25, 2036
|
|
I-29-A
|
$
|
3,718,371.75
|
(2)
|
December
25, 2036
|
|
I-29-B
|
$
|
3,718,371.75
|
(2)
|
December
25, 2036
|
|
I-30-A
|
$
|
3,575,198.10
|
(2)
|
December
25, 2036
|
|
I-30-B
|
$
|
3,575,198.10
|
(2)
|
December
25, 2036
|
|
I-31-A
|
$
|
3,837,450.01
|
(2)
|
December
25, 2036
|
|
I-31-B
|
$
|
3,837,450.01
|
(2)
|
December
25, 2036
|
|
I-32-A
|
$
|
3,289,563.86
|
(2)
|
December
25, 2036
|
|
I-32-B
|
$
|
3,289,563.86
|
(2)
|
December
25, 2036
|
|
I-33-A
|
$
|
8,487,164.08
|
(2)
|
December
25, 2036
|
|
I-33-B
|
$
|
8,487,164.08
|
(2)
|
December
25, 2036
|
|
I-34-A
|
$
|
2,956,878.70
|
(2)
|
December
25, 2036
|
|
I-34-B
|
$
|
2,956,878.70
|
(2)
|
December
25, 2036
|
|
I-35-A
|
$
|
2,721,892.01
|
(2)
|
December
25, 2036
|
|
I-35-B
|
$
|
2,721,892.01
|
(2)
|
December
25, 2036
|
|
I-36-A
|
$
|
2,617,091.90
|
(2)
|
December
25, 2036
|
|
I-36-B
|
$
|
2,617,091.90
|
(2)
|
December
25, 2036
|
|
I-37-A
|
$
|
1,301,059.32
|
(2)
|
December
25, 2036
|
|
I-37-B
|
$
|
1,301,059.32
|
(2)
|
December
25, 2036
|
|
I-38-A
|
$
|
2,419,437.22
|
(2)
|
December
25, 2036
|
|
I-38-B
|
$
|
2,419,437.22
|
(2)
|
December
25, 2036
|
|
I-39-A
|
$
|
2,326,278.23
|
(2)
|
December
25, 2036
|
|
I-39-B
|
$
|
2,326,278.23
|
(2)
|
December
25, 2036
|
|
I-40-A
|
$
|
2,236,704.91
|
(2)
|
December
25, 2036
|
|
I-40-B
|
$
|
2,236,704.91
|
(2)
|
December
25, 2036
|
|
I-41-A
|
$
|
2,150,579.29
|
(2)
|
December
25, 2036
|
|
I-41-B
|
$
|
2,150,579.29
|
(2)
|
December
25, 2036
|
|
I-42-A
|
$
|
2,067,768.72
|
(2)
|
December
25, 2036
|
|
I-42-B
|
$
|
2,067,768.72
|
(2)
|
December
25, 2036
|
|
I-43-A
|
$
|
1,988,145.63
|
(2)
|
December
25, 2036
|
|
I-43-B
|
$
|
1,988,145.63
|
(2)
|
December
25, 2036
|
|
I-44-A
|
$
|
1,911,587.38
|
(2)
|
December
25, 2036
|
|
I-44-B
|
$
|
1,911,587.38
|
(2)
|
December
25, 2036
|
|
I-45-A
|
$
|
1,837,976.02
|
(2)
|
December
25, 2036
|
|
I-45-B
|
$
|
1,837,976.02
|
(2)
|
December
25, 2036
|
|
I-46-A
|
$
|
1,767,198.18
|
(2)
|
December
25, 2036
|
|
I-46-B
|
$
|
1,767,198.18
|
(2)
|
December
25, 2036
|
|
I-47-A
|
$
|
1,699,144.81
|
(2)
|
December
25, 2036
|
|
I-47-B
|
$
|
1,699,144.81
|
(2)
|
December
25, 2036
|
|
I-48-A
|
$
|
1,633,711.08
|
(2)
|
December
25, 2036
|
|
I-48-B
|
$
|
1,633,711.08
|
(2)
|
December
25, 2036
|
|
I-49-A
|
$
|
1,570,796.17
|
(2)
|
December
25, 2036
|
|
I-49-B
|
$
|
1,570,796.17
|
(2)
|
December
25, 2036
|
|
I-50-A
|
$
|
1,510,303.17
|
(2)
|
December
25, 2036
|
|
I-50-B
|
$
|
1,510,303.17
|
(2)
|
December
25, 2036
|
|
I-51-A
|
$
|
1,452,138.86
|
(2)
|
December
25, 2036
|
|
I-51-B
|
$
|
1,452,138.86
|
(2)
|
December
25, 2036
|
|
I-52-A
|
$
|
1,396,213.65
|
(2)
|
December
25, 2036
|
|
I-52-B
|
$
|
1,396,213.65
|
(2)
|
December
25, 2036
|
|
I-53-A
|
$
|
1,342,441.36
|
(2)
|
December
25, 2036
|
|
I-53-B
|
$
|
1,342,441.36
|
(2)
|
December
25, 2036
|
|
I-54-A
|
$
|
1,290,739.14
|
(2)
|
December
25, 2036
|
|
I-54-B
|
$
|
1,290,739.14
|
(2)
|
December
25, 2036
|
|
I-55-A
|
$
|
1,241,027.33
|
(2)
|
December
25, 2036
|
|
I-55-B
|
$
|
1,241,027.33
|
(2)
|
December
25, 2036
|
|
I-56-A
|
$
|
1,193,229.32
|
(2)
|
December
25, 2036
|
|
I-56-B
|
$
|
1,193,229.32
|
(2)
|
December
25, 2036
|
|
I-57-A
|
$
|
7,652,983.06
|
(2)
|
December
25, 2036
|
|
I-57-B
|
$
|
7,652,983.06
|
(2)
|
December
25, 2036
|
|
I-58-A
|
$
|
17,439,562.65
|
(2)
|
December
25, 2036
|
|
I-58-B
|
$
|
17,439,562.65
|
(2)
|
December
25, 2036
|
|
I-59-A
|
$
|
671,378.53
|
(2)
|
December
25, 2036
|
|
I-59-B
|
$
|
671,378.53
|
(2)
|
December
25, 2036
|
|
I-60-A
|
$
|
2,957,491.32
|
(2)
|
December
25, 2036
|
|
I-60-B
|
$
|
2,957,491.32
|
(2)
|
December
25, 2036
|
|
P
|
$
|
100.00
|
(3)
|
December
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
|
(3)
|
The
REMIC I Regular Interest LTI-P will not be entitled to distributions
of
interest.
|
REMIC
II
As
provided herein, the Securities Administrator will make an election to treat
the
segregated pool of assets consisting of the REMIC I Regular Interests for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC II.” The Class R-2 Interest will represent the sole class
of “residual interests” in REMIC II for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
II Pass-Through Rate, the Initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC II Regular Interests. None
of the REMIC II Regular Interests will be certificated.
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC
II
Pass-Through
Rate
|
Assumed
Final Distribution Date(1)
|
|
|
LT-AA
|
$
|
588,001,309.61
|
(2)
|
December
25, 2036
|
|
LT-A1A
|
$
|
2,500,000.00
|
(2)
|
December
25, 2036
|
|
LT-A1B
|
$
|
277,780.00
|
(2)
|
December
25, 2036
|
|
LT-A2
|
$
|
1,669,400.00
|
(2)
|
December
25, 2036
|
|
LT-A3
|
$
|
524,620.00
|
(2)
|
December
25, 2036
|
|
LT-A4A
|
$
|
571,690.00
|
(2)
|
December
25, 2036
|
|
LT-A4B
|
$
|
63,520.00
|
(2)
|
December
25, 2036
|
|
LT-M1
|
$
|
75,000.00
|
(2)
|
December
25, 2036
|
|
LT-M2
|
$
|
72,000.00
|
(2)
|
December
25, 2036
|
|
LT-M3
|
$
|
42,000.00
|
(2)
|
December
25, 2036
|
|
LT-M4
|
$
|
39,000.00
|
(2)
|
December
25, 2036
|
|
LT-M5
|
$
|
57,000.00
|
(2)
|
December
25, 2036
|
|
LT-M6
|
$
|
30,000.00
|
(2)
|
December
25, 2036
|
|
LT-M7
|
$
|
36,000.00
|
(2)
|
December
25, 2036
|
|
LT-ZZ
|
$
|
6,042,016.73
|
(2)
|
December
25, 2036
|
|
LT-IO
|
|
(4)
|
(2)
|
December
25, 0000
|
|
XX-X
|
$
|
100.00
|
(3)
|
December
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
The
REMIC II Regular Interest LT-P will not be entitled to distributions
of
interest.
|
|
(4)
|
REMIC
II Regular Interest LT-IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount,
as defined herein.
|
REMIC
III
As
provided herein, the Securities Administrator will make an election 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 Interest will represent the sole
class of “residual interests” in REMIC III for purposes of the REMIC Provisions.
The following table irrevocably sets forth the Class designation, Pass-Through
Rate and Initial Certificate Principal Balance for each Class of Certificates
that represents one or more of the “regular interests” in REMIC III created
hereunder:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Assumed
Final Distribution Date(1)
|
|
|
Class
A-1A
|
$
|
250,000,000.00
|
Class
A-1A Pass Through Rate
|
December
25, 2036
|
|
Class
A-1B
|
$
|
27,778,000.00
|
Class
A-1B Pass-Through Rate
|
December
25, 2036
|
|
Class
A-2
|
$
|
166,940,000.00
|
Class
A-2 Pass Through Rate
|
December
25, 2036
|
|
Class
A-3
|
$
|
52,462,000.00
|
Class
A-3 Pass-Through Rate
|
December
25, 2036
|
|
Class
A-4A
|
$
|
57,169,000.00
|
Class
A-4A Pass-Through Rate
|
December
25, 2036
|
|
Class
A-4B
|
$
|
6,352,000.00
|
Class
A-4B Pass-Through Rate
|
December
25, 2036
|
|
Class
M-1
|
$
|
7,500,000.00
|
Class
M-1 Pass Through Rate
|
December
25, 2036
|
|
Class
M-2
|
$
|
7,200,000.00
|
Class
M-2 Pass Through Rate
|
December
25, 2036
|
|
Class
M-3
|
$
|
4,200,000.00
|
Class
M-3 Pass Through Rate
|
December
25, 2036
|
|
Class
M-4
|
$
|
3,900,000.00
|
Class
M-4 Pass Through Rate
|
December
25, 2036
|
|
Class
M-5
|
$
|
5,700,000.00
|
Class
M-5 Pass Through Rate
|
December
25, 2036
|
|
Class
M-6
|
$
|
3,000,000.00
|
Class
M-6 Pass Through Rate
|
December
25, 2036
|
|
Class
M-7
|
$
|
3,600,000.00
|
Class
M-7 Pass Through Rate
|
December
25, 2036
|
|
Class
X Interest(2)
|
$
|
4,200,336.34
|
Class
X Pass Through Rate
|
December
25, 2036
|
|
Class
P Interest
|
$
|
100.00
|
N/A(3)
|
December
25, 2036
|
|
Class
IO Interest
|
|
(4)
|
(5)
|
December
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the second 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 Class of
Certificates.
|
|
(2)
|
The
Class X Interest
will not accrue interest on its Certificate Principal Balance, but
will
accrue interest at the Class X Pass-Through Rate on the Certificate
Notional Balance of the Class X Interest
outstanding from time to time which shall equal the aggregate of
the
Uncertificated Principal Balances of the REMIC II Regular Interests
(other
than REMIC II Regular Interest LT-P).
|
|
(3)
|
The
Class P Interest
will not be entitled to distributions of interest.
|
|
(4)
|
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 LT-IO.
|
|
(5)
|
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
LT-IO.
|
REMIC
IV
As
provided herein, the Securities Administrator will make an election to treat
the
segregated pool of assets consisting of the Class X 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 will represent the sole class
of “residual interests” in REMIC IV for purposes of the REMIC Provisions. The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Initial Certificate Principal Balance for each Class of Certificates that
represents one or more of the “regular interests” in REMIC IV created
hereunder:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Assumed
Final Distribution Date(1)
|
|
|
Class
X
|
$ |
4,200,336.34
|
(2)
|
December
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the second 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 X
Certificates.
|
|
(2)
|
The
Class X Certificates will be entitled to 100% of amounts distributed
on
the Class X Interest.
|
REMIC
V
As
provided herein, the Securities Administrator will make an election to treat
the
segregated pool of assets consisting of the Class P Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC V”. The Class R-5 Interest will represent the sole class of
“residual interests” in REMIC V for purposes of the REMIC Provisions. The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Initial Certificate Principal Balance for each Class of Certificates that
represents one or more of the “regular interests” in REMIC V created
hereunder:
|
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Assumed
Final Distribution Date(1)
|
|
|
Class
P
|
$ |
100.00
|
(2)
|
December
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the second month following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The
Class P Certificates will be entitled to 100% of amounts distributed
on
the Class P Interest.
|
REMIC
VI
As
provided herein, the Securities Administrator will make an election to treat
the
segregated pool of assets consisting of the Class IO Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC VI”. The Class R-6 Interest will represent the sole class
of “residual interests” in REMIC VI for purposes of the REMIC Provisions. The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Initial Certificate Principal Balance for each Class of Certificates that
represents one or more of the “regular interests” in REMIC VI created
hereunder:
|
Class
Designation
|
Initial
Certificate
Notional
Balance
|
Pass-Through
Rate
|
Assumed
Final Distribution Date(1)
|
|
Swap-IO
|
(2)
|
(3)
|
December
25, 2036
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution Date in the second month following the maturity
date for
the Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for REMIC VI Regular Interest
Swap-IO.
|
|
(2)
|
REMIC
VI Regular Interest Swap-IO will have not a Certificate Notional
Balance
but will be entitled to 100% of amounts distributed on the Class
IO
Interest.
|
|
(3)
|
REMIC
VI Regular Interest Swap-IO will be entitled to 100% of amounts
distributed on the Class IO Interest.
|
In
consideration of the mutual agreements herein contained, the Depositor, GMACM,
the Master Servicer, the Securities Administrator, the Sponsor and the Trustee
agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
In
addition to those terms defined in Section 1.02, whenever used in this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
master servicing practices of prudent mortgage servicing institutions that
master service mortgage loans of the same type and quality as such Mortgage
Loan
in the jurisdiction where the related Mortgaged Property is located, to the
extent applicable to the Master Servicer (except in its capacity as successor
to
a Servicer), or (y) as provided in Section 3.01 hereof, but in no event
below the standard set forth in clause (x).
Accepted
Servicing Practices:
As
defined in Section 3.01.
Account:
Either
the Distribution Account or the Custodial Accounts.
Accrual
Period:
With
respect to the Senior Certificates and Mezzanine Certificates and any
Distribution Date, the period commencing on the immediately preceding
Distribution Date (or with respect to the first Accrual Period, the Closing
Date) and ending on the day immediately preceding the related Distribution
Date.
With respect to the Class X Certificates, the calendar month immediately
preceding such Distribution Date. All calculations of interest on the Senior
Certificates and Mezzanine Certificates will be made based on a 360-day year
and
the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class X Certificates will be based on a 360-day
year consisting of twelve 30-day months.
Additional
Disclosure Notification:
Has the
meaning set forth in Section 5.18 of this Agreement.
Additional
Form 10-D Disclosure:
Has the
meaning set forth in Section 5.18(a) of this Agreement.
Additional
Form 10-K Disclosure:
Has the
meaning set forth in Section 5.18(d) of this Agreement.
Adjustment
Date:
With
respect to each Mortgage Loan, the first day of the month in which the Mortgage
Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The
first Adjustment Date following the Cut-Off Date as to each Mortgage Loan is
set
forth in the Loan Schedule.
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the related Servicer or by the Master Servicer
pursuant to Section 5.01 or pursuant to the related Servicing
Agreement.
Advance
Facility:
As
defined in Section 5.01(b)(i).
Advance
Facility Notice:
As
defined in Section 5.01(b)(ii).
Advance
Financing Person:
As
defined in Section 5.01(b)(i).
Advance
Reimbursement Amount:
As
defined in Section 5.01(b)(ii).
Aggregate
Loan Balance:
With
respect to any Distribution Date, the aggregate of the Stated Principal Balances
of the Mortgage Loans as of the last day of the related Due Period.
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 related Custodial
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 and Liquidation Proceeds received in respect of the Mortgage Loans
after the last day of the related Prepayment Period.
Annual
Statement of Compliance:
As
defined in Section 3.13.
Applied
Loss Amount:
With
respect to the Senior Certificates and Mezzanine Certificates and any
Distribution Date, the excess of the aggregate Certificate Principal Balance
of
the Senior Certificates and Mezzanine Certificates over the Aggregate Loan
Balance after giving effect to all Realized Losses incurred with respect to
the
Mortgage Loans during the related Due Period and payments of principal to the
Senior Certificates and Mezzanine Certificates on such Distribution
Date.
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 Mortgage Loan,
and
(y) the sales price of the Mortgaged Property at the time of such
origination.
Assignment
Agreement:
Shall
mean the Assignment, Assumption and Recognition Agreement, dated as of November
30, 2006, among the Sponsor, the Depositor and Wachovia, pursuant to which
the
Servicing Agreement was assigned to the Depositor, a copy of which is attached
hereto as Exhibit P.
Assumed
Final Distribution Date:
The
Distribution date in December 2036.
Authorized
Servicer Representative:
Any
officer of a Servicer involved in, or responsible for, the administration and
servicing of the related Mortgage Loans whose name and facsimile signature
appear on a list of servicing officers furnished to the Trustee and the Master
Servicer by such Servicer on the Closing Date, as such list may from time to
time be amended.
Balloon
Mortgage Loan:
A
Mortgage Loan that provides for the payment of the unamortized principal balance
of such Mortgage Loan in a single payment, that is substantially greater than
the preceding monthly payment at the maturity of such Mortgage
Loan.
Balloon
Payment:
A
payment of the unamortized principal balance of a Mortgage Loan in a single
payment, that is substantially greater than the preceding Monthly Payment at
the
maturity of such Mortgage Loan.
Bankruptcy
Code:
Title
11 of the United States Code.
Basis
Risk Shortfall Reserve Fund:
The
segregated non-interest bearing trust account created and maintained by the
Securities Administrator pursuant to Section 5.15 hereof.
Basis
Risk Shortfall:
With
respect to any Class of Senior Certificates or Mezzanine Certificates and any
Distribution Date, the sum of (i) the excess, if any, of the related Current
Interest (calculated without regard to the Net Funds Cap) over the related
Current Interest (as it may have been limited by the applicable Net Funds Cap)
for the applicable Distribution Date; (ii) any amount described in clause (i)
remaining unpaid from prior Distribution Dates; and (iii) interest on the amount
in clause (ii) for the related Accrual Period calculated on the basis of the
least of (x) One Month LIBOR plus the applicable Certificate Margin, (y) the
Maximum Interest Rate and (z) the Cap Rate.
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 Publicly Offered
Certificates constitutes a Class of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The City of New York, New York, the Commonwealth of
Pennsylvania, the State of Maryland, the State of Minnesota, the city in which
any Corporate Trust Office of the Securities Administrator or the Trustee is
located or the States in which a Servicer’s servicing operations are located are
authorized or obligated by law or executive order to be closed.
Cap
Rate:
11.00%
per annum.
Carryforward
Interest:
With
respect to any Class of Senior Certificates or Mezzanine Certificates and any
Distribution Date, the sum of (i) the amount, if any, by which (x) the sum
of
(A) Current Interest for that Class of Certificates for the immediately
preceding Distribution Date and (B) any unpaid Carryforward Interest for such
Class from previous Distribution Dates exceeds (y) the actual amount distributed
on such Class in respect of interest on the immediately preceding Distribution
Date and (ii) interest on such amount for the related Accrual Period at the
applicable Pass-Through Rate.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Securities
Administrator in substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin:
With
respect to each Distribution Date on or prior to the first possible Optional
Termination Date, the Certificate Margins for the Class A-1A, Class X-0X, Xxxxx
X-0, Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6 and Class M-7 Certificates are 0.17%, 0.24%, 0.10%,
0.17%, 0.24%, 0.30%, 0.31%, 0.33%, 0.35%, 0.43%, 0.51%, 0.95% and 1.50%,
respectively. With respect to each Distribution Date following the first
possible Optional Termination Date, the Certificate Margin for Class A-1A,
Class
X-0X, Xxxxx X-0, Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates will be equal
to
0.34%, 0.48%, 0.20%, 0.34%, 0.48%, 0.60%, 0.62%, 0.66%, 0.70%, 0.86%, 1.01%,
1.45% and 2.00%, respectively.
Certificate
Notional Balance:
With
respect to the Class X Certificates and any Distribution Date, the
Uncertificated Principal Balance of the REMIC II Regular Interests (other than
REMIC II Regular Interest LT-P) for such Distribution Date. As of the Closing
Date, the Certificate Notional Balance of the Class X Certificates is equal
to
$600,001,336.34.
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 Senior Certificate or Mezzanine Certificate and as of any Distribution
Date,
the Initial Certificate Principal Balance of such Certificate plus any
Subsequent Recoveries added to the Certificate Principal Balance pursuant to
Section 5.09(g) less (i) the sum of (a) all amounts distributed with
respect to such Certificate in reduction of the Certificate Principal Balance
thereof on previous Distribution Dates pursuant to Section 5.06 and (b)
Applied Loss Amounts previously allocated to such Certificates, plus (ii) any
Subsequent Recoveries added to the Certificate Principal Balance of any such
Certificate pursuant to Section 5.09(g), in each case up to the amount of
Applied Loss Amounts but only to the extent that any such Applied Loss Amount
has not been paid to any Class of Certificates as a Deferred Amount with Monthly
Excess Cashflow pursuant to Section 5.06(a)(iii) or Net Swap Payments pursuant
to Section 5.06(d). With respect to the Class X Certificates and any date of
determination, the excess, if any, of (i) the then Aggregate Loan Balance over
(ii) the then aggregate Certificate Principal Balance of the Senior Certificates
and Mezzanine Certificates.
References
herein to the Certificate Principal Balance of a Class of Certificates shall
mean the Certificate Principal Balances of all Certificates in such Class.
Certificate
Register:
The
register maintained pursuant to Section 6.02.
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:
Has the
meaning set forth in Section 3.18 of this Agreement.
Certifying
Person:
Has the
meaning set forth in Section 3.18 of this Agreement.
Class:
All
Certificates bearing the same Class designation as set forth in
Section 6.01.
Class
A-1 Allocation Percentage:
With
respect to any Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the sum of the Certificate Principal Balances of the
Class
A-1A Certificates and Class A-1B Certificates and the denominator of which
is
the aggregate Certificate Principal Balance of all of the Senior Certificates,
in each case immediately prior to such Distribution Date.
Class
A-1A Certificate:
Any
Certificate designated as a “Class A-1A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class A-1A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
A-1A Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.17% or (B) after the first
possible Optional Termination Date, 0.34%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
A-1B Certificate:
Any
Certificate designated as a “Class A-1B Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class A-1B Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
A-1B Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.24% or (B) after the first
possible Optional Termination Date, 0.48%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
A-2 Certificate:
Any
Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class A-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
A-2 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.10% or (B) after the first
possible Optional Termination Date, 0.20%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
A-3 Certificate:
Any
Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class A-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
A-3 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.17% or (B) after the first
possible Optional Termination Date, 0.34%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
A-4A Certificate:
Any
Certificate designated as a “Class A-4A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class A-4A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
A-4A Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.24% or (B) after the first
possible Optional Termination Date, 0.48%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
A-4B Certificate:
Any
Certificate designated as a “Class A-4B Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class A-4B Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
A-4B Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.30% or (B) after the first
possible Optional Termination Date, 0.60%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
IO Distribution Amount:
As
defined in Section 5.15 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution
Date
shall equal the amount payable to the Supplemental Interest Trust on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 5.15
hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee, evidencing a
REMIC Regular Interest in REMIC III for purposes of the REMIC
Provisions.
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 the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-1 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.31% or (B) after the first
possible Optional Termination Date, 0.62%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-1 Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates, after giving effect to payments on such
Distribution Date and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) approximately 89.40% and (ii) the Aggregate Loan
Balance for such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date
(after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
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 the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-2 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.33% or (B) after the first
possible Optional Termination Date, 0.66%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-2 Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates and Class M-1 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior
to
such Distribution Date exceeds (y) the lesser of (A) the product of (i)
approximately 91.80% and (ii) the Aggregate Loan Balance for such Distribution
Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date
(after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
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 the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-3 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.35% or (B) after the first
possible Optional Termination Date, 0.70%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-3 Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates, Class M-1 Certificates and Class M-2
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) approximately 93.20% and (ii) the Aggregate Loan Balance for
such
Distribution Date
(after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
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 the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-4 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.43% or (B) after the first
possible Optional Termination Date, 0.86%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-4 Principal Payment Amount:
with
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates, Class M-1, Class M-2 and Class M-3
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) approximately 94.50% and (ii) the Aggregate Loan Balance for
such
Distribution Date
(after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
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 the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-5 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.51% or (B) after the first
possible Optional Termination Date, 1.01%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-5 Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates, Class M-1, Class M-2, Class M-3 and Class
M-4 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) approximately 96.40% and (ii) the Aggregate Loan
Balance for such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
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 the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-6 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 0.95% or (B) after the first
possible Optional Termination Date, 1.45%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-6 Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates, Class X-0, Xxxxx X-0, Class M-3, Class
M-4
and Class M-5 Certificates, in each case, after giving effect to payments on
such Distribution Date and (ii) the Certificate Principal Balance of the Class
M-6 Certificates immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) approximately 97.40% and (ii) the Aggregate
Loan Balance for such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
Class
M-7 Certificate:
Any
Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-7 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
related Basis Risk Shortfall and (iii) the obligation to pay any Class IO
Distribution Amount.
Class
M-7 Pass-Through Rate:
With
respect to each Distribution Date, a per annum rate equal to the least of (i)
the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
to
the first possible Optional Termination Date, 1.50% or (B) after the first
possible Optional Termination Date, 2.00%, (ii) the Net Funds Cap, (iii) the
Maximum Interest Rate and (iv) the Cap Rate.
Class
M-7 Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, will
be
the amount, if any, by which (x) the sum of (i) the Certificate Principal
Balances of the Senior Certificates, Class X-0, Xxxxx X-0, Class M-3, Class
M-4,
Class M-5 and Class M-6 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Certificate Principal Balance
of
the Class M-7 Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) approximately 98.60% and (ii) the
Aggregate Loan Balance for such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date
(after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class P Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class
P Certificate Account:
The
Eligible Account established and maintained by the Securities Administrator
pursuant to Section 5.12(c).
Class
P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
R Certificate:
Any
Certificate designated as a “Class R” 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 R Certificates as set forth herein and
evidencing the Class R-1 Interest, Class R-2 Interest and Class R-3
Interest.
Class
R-1 Interest:
The
uncertificated residual interest in REMIC I.
Class
R-2 Interest:
The
uncertificated residual interest in REMIC II.
Class
R-3 Interest:
The
uncertificated residual interest in REMIC III.
Class
R-4 Interest:
The
uncertificated residual interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated residual interest in REMIC V.
Class
R-6 Interest:
The
uncertificated residual interest in REMIC VI.
Class
R-X Certificate:
Any
Certificate designated as a “Class R-X” 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 R-X Certificates as set forth herein and
evidencing the Class R-4 Interest, Class R-5 Interest and Class R-6
Interest.
Class
X Certificate:
Any
Certificate designated as a “Class X Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class X Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC IV, (ii) the obligation to pay Basis
Risk Shortfall and (iii) the obligation to pay any Class IO Distribution
Amount.
Class
X Distribution Amount:
With
respect to any Distribution Date and the Class X Certificates, the sum of (i)
the Current Interest and Carryforward Interest and (ii) any
Overcollateralization Release Amount for such Distribution Date remaining after
payments pursuant to items A though N of Section 5.06(a)(iii); provided,
however that on and after the Distribution Date on which the Certificate
Principal Balances of the Senior Certificates and Mezzanine Certificates have
been reduced to zero, the Class X Distribution Amount shall include the
Overcollateralization Amount.
Class
X Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class X Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
X Pass-Through Rate:
On any
Distribution Date, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant
to clauses (A) through (O) below, and the denominator of which is the aggregate
of the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
REMIC II Regular Interest LT-A1A, REMIC II Regular Interest LT-A1B, REMIC II
Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
Interest LT-A4A, REMIC II Regular Interest LT-A4B, REMIC II Regular Interest
LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
Interest LT-M6, REMIC II Regular Interest LT-M7 and REMIC II Regular Interest
LT-ZZ. For purposes of calculating the Pass-Through Rate for the Class X
Interest, the numerator is equal to the sum of the following
components:
(A) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-AA;
(B) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A1A
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A1A;
(C) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A1B
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A1B;
(D) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A2;
(E) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A3;
(F) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A4A
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A4A;
(G) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A4B
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-A4B;
(H) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M1;
(I) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M2;
(J) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M3;
(K) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M4;
(L) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M5
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M5;
(M) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M6
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M6;
(N) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M7
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-M7; and
(O) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-ZZ.
The
Class
X Certificates shall be entitled to 100% of amounts distributed on the Class
X
Interest.
Cleanup
Call:
As
defined in Section 10.01.
Closing
Date:
November 30, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
Shall
mean the United States Securities and Exchange Commission.
Compensating
Interest:
With
respect to any Distribution Date, an amount to be deposited in the Distribution
Account by the related Servicer or the Master Servicer to offset a Prepayment
Interest Shortfall on a Mortgage Loan in accordance with this Agreement or
the
Servicing Agreement; provided, however that the amount of Compensating Interest
required to be paid in respect of the Mortgage Loans shall not, with respect
to
each Servicer, exceed one-half of the Servicing Fee payable to such Servicer
or,
in the case of the Master Servicer, shall not exceed the Master Servicing
Compensation (exclusive of the portion of the Master Servicing Fee payable
to
the Credit Risk Manager) payable to the Master Servicer with respect to the
related Prepayment Period.
Controlling
Person:
Means,
with respect to any Person, any other Person who “controls” such Person within
the meaning of the Securities Act.
Corporate
Trust Office:
The
principal corporate trust office of the Trustee or the Securities Administrator,
as the case maybe, at which, at any particular time its corporate business
in
connection with this agreement shall be administered, which office at the date
of the execution of this instrument is located at (ii) in the case of the
Trustee, HSBC Bank USA, National Association, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Nomura Asset Acceptance Corp., 2006-AR4 or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the Securities
Administrator and the Servicers, and (ii) with respect to the office of the
Securities Administrator, which for purposes of Certificate transfers and
surrender is located at Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services-Client
Manager (NAAC 2006-AR4), and for all other purposes is located at Xxxxx Xxxxx
Xxxx, X.X., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Services-Client Manager (NAAC 2006-AR4) (or for overnight deliveries, at 0000
Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Services-Client Manager (NAAC 2006-AR4)), or at such other address as the
Securities Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the Servicers and the
Trustee.
Corresponding
Certificate:
With
respect to:
|
(i)
|
REMIC
II Regular Interest LT-A1A, the Class A-1A
Certificates,
|
|
|
(ii)
|
REMIC
II Regular Interest LT-A1B, the Class A-1B
Certificates,
|
|
|
(iii)
|
REMIC
II Regular Xxxxxxxx XX-X0, the Class A-2 Certificates;
|
|
|
(iv)
|
REMIC
II Regular Interest LT-A3, the Class A-3 Certificates,
|
|
|
(v)
|
REMIC
II Regular Interest LT-A4A, the Class A-4A
Certificates,
|
|
|
(vi)
|
REMIC
II Regular Interest LT-A4B, the Class A-4B
Certificates,
|
|
|
(vii)
|
REMIC
II Regular Interest LT-M1, the Class M-1 Certificates;
|
|
|
(viii)
|
REMIC
II Regular Interest LT-M2, the Class M-2 Certificates;
|
|
|
(ix)
|
REMIC
II Regular Interest LT-M3, the Class M-3 Certificates;
|
|
|
(x)
|
REMIC
II Regular Interest LT-M4, the Class M-4 Certificates;
|
|
|
(xi)
|
REMIC
II Regular Interest LT-M5, the Class M-5 Certificates;
|
|
|
(xii)
|
REMIC
II Regular Interest LT-M6, the Class M-6 Certificates;
|
|
|
(xiii)
|
REMIC
II Regular Interest LT-M7, the Class M-7 Certificates;
and
|
|
|
(xiv)
|
REMIC
II Regular Interest LT-P and the Class P Interest, the Class P
Certificates.
|
Credit
Risk Manager:
Xxxxx
Fargo Bank, National Association, and its successors and assigns.
Current
Interest:
With
respect to any Class of Senior Certificates or Mezzanine Certificates and any
Distribution Date, the amount of interest accruing at the applicable
Pass-Through Rate on the related Certificate Principal Balance during the
related Accrual Period; provided, that as to each Class of Senior Certificates
and Mezzanine Certificates, the Current Interest will be reduced by a pro rata
portion of any Net Interest Shortfalls to the extent not covered by excess
interest. No Current Interest will be payable with respect to any Class of
Senior Certificates or Mezzanine Certificates after the Distribution Date on
which the outstanding Certificate Principal Balance of such Certificate has
been
reduced to zero.
Custodial
Accounts:
The
accounts established and maintained by the Servicers with respect to receipts
on
the Mortgage Loans and REO Properties in accordance with Section 3.26(b)
and the Servicing Agreement.
Custodial
Agreement:
The
Custodial Agreement dated as of November 1, 2006 among the Custodian, the
Servicers and the Trustee.
Custodian:
Xxxxx
Fargo Bank, N.A., a national banking association, or any successor thereto
appointed pursuant to the Custodial Agreement.
Cut-off
Date:
November 1, 2006.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the Cut-off
Date.
Debt
Service Reduction:
With
respect to any Mortgage Loan, any reduction in the amount which a Mortgagor
is
obligated to pay on a monthly basis with respect to such Mortgage Loan as a
result of any proceeding initiated under the United States Bankruptcy Code,
other than a reduction attributable to Deficient Valuation.
Defaulting
Party:
As
defined in the Swap Agreement.
Deferred
Amount:
With
respect to any Class of Senior Certificates or Mezzanine Certificates and any
Distribution Date, the amount by which (x) the aggregate of the Applied Loss
Amounts previously applied in reduction of the Certificate Principal Balance
thereof exceeds (y) the aggregate of amounts previously paid in reimbursement
thereof and the amount by which the Certificate Principal Balance of any such
Class has been increased due to the collection of Subsequent
Recoveries.
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 the Mortgage Loan, which valuation results from a proceeding
initiated under the United States Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 6.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquency
Rate:
With
respect to any calendar month will be, generally, the fraction, expressed as
a
percentage, the numerator of which is the Aggregate Loan Balance of all Mortgage
Loans 60 or more days delinquent (including all Mortgage Loans in bankruptcy
or
foreclosure and all REO Properties) as of the close of business on the last
day
of such month, and the denominator of which is the Aggregate Loan Balance of
the
Mortgage Loans as of the close of business on the last day of such
month.
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 Certificate Principal Balance of this Certificate”.
Depositor:
Nomura
Asset Acceptance Corporation, a Delaware corporation, or its successor in
interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Exchange Act. The Depository shall
initially be the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a “clearing corporation” as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, dated as of the Closing
Date,
substantially in the form of Exhibit I.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the fifteenth (15th)
day of
the month of such Distribution Date or, if such day is not a Business Day,
the
immediately preceding Business Day.
Distribution
Accounts:
The
separate Eligible Account created and maintained by the Securities Administrator
pursuant to Section 3.31 in the name of the Trustee for the benefit of the
Certificateholders, which shall be designated “Xxxxx Fargo Bank, N.A., in trust
for registered holders of Nomura Asset Acceptance Corp., Mortgage Pass-Through
Certificates, Series 2006-AR4. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Date:
The
twenty-fifth (25th)
day of
each calendar month after the initial issuance of the Certificates, or if such
twenty-fifth day is not a Business Day, the next succeeding Business Day,
commencing in December 2006.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through the 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 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 segregated, non-interest bearing trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company having capital and
surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv)
any other account acceptable to the Rating Agencies as evidenced in writing
by
the Rating Agencies. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the Trustee
or Securities Administrator.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificate:
Each of
the Class X, Class P and Residual Certificates.
Escrow
Account:
Shall
mean the account or accounts maintained by GMACM pursuant to Section 3.29.
Each Escrow Account shall be an Eligible Account.
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.
Exchange
Act:
Securities and Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
Exemption:
Prohibited Transaction Exemption 93-32, as amended from time to
time.
Expense
Fee Rate:
With
respect to each Mortgage Loan, the sum of the Master Servicer Fee Rate,
Servicing Fee Rate and lender paid mortgage insurance rate, if applicable,
attributable to such Mortgage Loan.
Xxxxxx
Mae:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by the Sponsor or the Master Servicer
pursuant to or as contemplated by Section 2.03(c) or Section 10.01), a
determination made by the related Servicer pursuant to this Agreement or the
Servicing Agreement, as applicable that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which such Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. Each Servicer shall maintain records of each Final Recovery
Determination made thereby.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
amended.
Fitch:
Fitch
Ratings.
Form
8-K Disclosure Information:
Has the
meaning set forth in Section 5.18(b)(i) of this Agreement.
Xxxxxxx
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
GMACM:
GMAC
Mortgage, LLC, and any successor thereto appointed under this Agreement in
connection with the servicing and administration of the GMACM Mortgage Loans.
GMACM
Mortgage Loans:
Those
Mortgage Loans serviced by GMACM pursuant to the terms and provisions of this
Agreement and identified as such on the Mortgage Loan Schedule.
Gross
Margin:
With
respect to each Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note that is added to the Index on each Adjustment Date in accordance
with the terms of the related Mortgage Note used to determine the Mortgage
Rate
for such Mortgage Loan.
Indemnified
Persons:
The
Trustee, any Servicer (including any successor to any Servicer), the Master
Servicer, the Securities Administrator, the Custodian, 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.
Independent:
When
used with respect to any specified Person, any such Person who (a) is in fact
independent of the Depositor, the Master Servicer, the Securities Administrator,
a Servicer, the Sponsor, any originator and their respective Affiliates, (b)
does not have any direct financial interest in or any material indirect
financial interest in the Depositor, the Master Servicer, the Securities
Administrator, a Servicer, the Sponsor, any originator or any Affiliate thereof,
and (c) is not connected with the Depositor, the Master Servicer, the Securities
Administrator, a Servicer, the Sponsor, any originator or any Affiliate thereof
as an officer, employee, promoter, underwriter, trustee, partner, director
or
Person performing similar functions; provided, however, that a Person shall
not
fail to be Independent of the Depositor, the Master Servicer, the Securities
Administrator, a Servicer, the Sponsor, any originator or any Affiliate thereof
merely because such Person is the beneficial owner of one percent (1%) or less
of any class of securities issued by the Depositor, the Master Servicer, the
Securities Administrator, a Servicer, the Sponsor, any originator or any
Affiliate thereof, as the case may be.
When
used
with respect to any accountants, a Person who is “independent” within the
meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
S-X. Independent means, when used with respect to any other Person, a Person
who
(A) is in fact independent of another specified Person and any affiliate of
such
other Person, (B) does not have any material direct or indirect financial
interest in such other Person or any affiliate of such other Person, (C) is
not
connected with such other Person or any affiliate of such other Person as an
officer, employee, promoter, underwriter, Securities Administrator, partner,
director or Person performing similar functions and (D) is not a member of
the
immediate family of a Person defined in clause (B) or (C) above.
Index:
As of
any Adjustment Date, the index applicable to the determination of the Mortgage
Rate on each Mortgage Loan which will generally be based on Six-Month LIBOR
or
One-Year LIBOR.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
including all riders and endorsements thereto in effect with respect to such
Mortgage Loan, including any replacement policy or policies for any Insurance
Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
or any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the related 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 servicing standard set forth in Section 3.01 hereof or pursuant to the
Servicing Agreement, 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
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Remittance Amount:
With
respect to any Distribution Date, an amount generally equal to the sum, without
duplication, of (a) all scheduled interest (other than with respect to
Payaheads) during the related Due Period with respect to the Mortgage Loans
due
during the related Due Period less the Servicing Fee, the Master Servicing
Fee
and the fee payable to any provider of lender-paid mortgage insurance, if any,
(b) the interest portion of Payaheads previously received and intended for
application in the related Due Period, (c) the interest portion of all Principal
Prepayments in full and partial Principal Prepayments received during the
related Prepayment Period, (d) all Advances relating to interest with respect
to
the Mortgage Loans made on or prior to the related Remittance Date, (e) all
Compensating Interest with respect to the Mortgage Loans and required to be
remitted by the related Servicers or the Master Servicer pursuant to this
Agreement or the Servicing Agreement with respect to such Distribution Date,
(f)
Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage
Loans collected during the related Prepayment Period (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to interest), (g) all
amounts relating to interest with respect to each Mortgage Loan repurchased
by
the Sponsor pursuant to Sections 2.02 and 2.03 and (h) all amounts in respect
of
interest paid by the Master Servicer pursuant to Section 10.01 to the
extent remitted by the Master Servicer to the Distribution Account pursuant
to
this Agreement, minus (i) all amounts required to be reimbursed by the Trust
pursuant to Section 3.32 or as otherwise set forth in this Agreement, the
Servicing Agreement or the Custodial Agreement.
Interest
Shortfall:
With
respect to any Distribution Date, the aggregate shortfall, if any, in
collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
Loans resulting from (a) Principal
Prepayments in full received during the related Prepayment Period, (b) partial
Principal Prepayments received during the related Prepayment Period to the
extent applied prior to the Due Date in the month of the Distribution
Date
and (c)
interest payments on certain of the Mortgage Loans being limited pursuant to
the
provisions of the Relief Act.
ISDA
Master Agreement:
The
ISDA Master Agreement dated as of November 30, 2006, as amended and supplemented
from time to time, between the Swap Provider and the Trustee, as trustee on
behalf of the Supplemental Interest Trust.
Last
Scheduled Distribution Date:
The
Distribution Date in December 2036.
Latest
Possible Maturity Date:
The
second Distribution Date 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 Code
Section 860A through 860G, the latest possible maturity date of each
regular interest issued by REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
and
REMIC VI shall be the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean any day other than a Saturday or a Sunday or a day on which banking
institutions in the State of New York or in the city of London, England are
required or authorized by law to be closed.
LIBOR
Determination Date:
The
second LIBOR Business Day before the first day of the related Accrual
Period.
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
related Servicer has certified in the related Prepayment Period in writing
to
the Securities Administrator that it has made a Final Recovery
Determination.
Liquidation
Principal:
The
principal portion of Liquidation Proceeds received on a Mortgage Loan that
became a Liquidated Mortgage Loan, but not in excess of the Stated Principal
Balance of that Mortgage Loan, during the calendar month preceding the month
of
the Distribution Date.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the Mortgage Loan and the denominator of which is the
Appraised Value of the related Mortgaged Property.
Majority
Class X Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class X
Certificates.
Marker
Rate:
With
respect to the Class X 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 REMIC II Regular Interest LT-A1A, REMIC II Regular
Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II Regular Interest
LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular Interest LT-A4B,
REMIC
II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7 and
REMIC II Regular Interest LT-ZZ, with the per annum rate on each such REMIC
II
Regular Interest (other than REMIC II Regular Interest LT-ZZ) subject to a
cap
equal to the Pass-Through Rate on the Corresponding Certificate for the purpose
of this calculation; and with the per annum rate on REMIC II Regular Interest
LTI-ZZ subject to a cap of zero for the purpose of this calculation; provided,
however, that for this purpose, the calculation of the Uncertificated REMIC
II
Pass-Through Rate and the related cap with respect to each such REMIC II Regular
Interest (other than REMIC II Regular Interest LT-ZZ) shall be multiplied by
a
fraction, the numerator of which is the actual number of days in the Accrual
Period and the denominator of which is thirty (30).
Master
Servicer:
As of
the Closing Date, Xxxxx Fargo Bank, N.A. and thereafter, its respective
successors in interest who meet the qualifications of this Agreement. The Master
Servicer and the Securities Administrator shall at all times be the same Person
or Affiliates.
Master
Servicer Default:
One or
more of the events described in Section 8.01(b).
Master
Servicing Compensation:
The
Master Servicing Fee plus all income and gain realized from any investment
of
funds in the Distribution Account.
Master
Servicing Fee:
With
respect to each Mortgage Loan and for any calendar month, an amount equal to
one
twelfth of the product of the Master Servicing Fee Rate multiplied by the Stated
Principal Balance of the Mortgage Loans as of the Due Date in the preceding
calendar month. The Master Servicing Fee includes the Credit Risk Manager’s
fee.
Master
Servicing Fee Rate:
0.0075%
per annum.
Maximum
Interest Rate:
With
respect to any Distribution Date and the related Accrual Period, an annual
rate
equal to the weighted average of the Maximum Mortgage Interest Rates of the
Mortgage Loans minus the weighted average of the Expense Fee Rates of the
Mortgage Loans. The calculation of the Maximum Interest Rate will be based
on a
360-day year and the actual number of days elapsed during the related Accrual
Period.
Maximum
Mortgage Interest Rate:
With
respect to each Mortgage Loan, the percentage set forth in the related Mortgage
Note as the maximum interest rate.
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.
Mezzanine
Certificates:
The
Class M-1, Class M-2, and Class M-3, Class M-4, Class M-5, Class M-6 and Class
M-7 Certificates.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Interest Rate:
With
respect to each Mortgage Loan, the percentage set forth in the related Mortgage
Note as the minimum Mortgage Rate thereunder.
Minimum
Servicing Requirements:
With
respect to a successor to GMACM appointed pursuant to Section 7.06(a)
hereunder:
(i) the
proposed successor Servicer is (1) an affiliate of the Master Servicer that
services mortgage loans similar to the Mortgage Loans in the jurisdictions
in
which the related Mortgaged Properties are located or (2) the proposed successor
Servicer has a rating of at least “Above Average” by S&P and either a rating
of at least “RPS2” by Fitch or a rating of at least “SQ2” by Moody’s;
and
(ii) the
proposed successor Servicer has a net worth of at least
$25,000,000.
MOM
Loan:
Any
Mortgage Loan as to which MERS is 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
Excess Cashflow:
With
respect to any Distribution Date, means the sum of (a) the Monthly Excess
Interest, (b) the Overcollateralization Release Amount, if any, for such
Distribution Date, and (c) the Principal Remittance Amount remaining following
payments of the Principal Payment Amount to the Senior Certificates and
Mezzanine Certificates.
Monthly
Excess Interest:
With
respect to any Distribution Date, the excess of (x) the Interest Remittance
Amount for such Distribution Date over (y) the sum of Current Interest and
Carryforward Interest on the Senior Certificates and Mezzanine Certificates
for
such Distribution Date.
Monthly
Statement:
The
statement delivered to the Certificateholders pursuant to
Section 5.10.
Moody’s:
Xxxxx’x
Investors Service, Inc. or its successor in interest.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first lien on or first
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
Mortgage Loan Documents pertaining to a particular Mortgage Loan and any
additional documents delivered to the Trustee or the Custodian on behalf of
the
Trustee to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loan Documents:
As
defined in Section 2.01.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of November 30, 2006, between the
Sponsor, as seller, and the Depositor, as purchaser, a form of which is attached
hereto as Exhibit
C.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection
with the purchase of the Mortgage Loans pursuant to
Section 10.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Servicers to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
initial Mortgage Loan Schedule being attached hereto as Exhibit
B,
setting
forth the following information with respect to each Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii) the
Mortgage Rate in effect as of the Cut-off Date;
(iii) the
Servicing Fee Rate;
(iv) the
Net
Mortgage Rate in effect as of the Cut-off Date;
(v) the
maturity date;
(vi) the
original principal balance;
(vii) the
Cut-off Date Principal Balance;
(viii) the
original term;
(ix) the
remaining term;
(x) the
property type;
(xi) the
product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
etc.);
(xii) with
respect to each MOM Loan, the related MIN;
(xiii) the
Custodian;
(xiv) a
code
indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
term
of such Prepayment Charge and the amount of such Prepayment Charge;
(xv) the
first
Adjustment Date;
(xvi) the
Gross
Margin;
(xvii) the
Maximum Mortgage Interest Rate under the terms of the Mortgage
Note;
(xviii) the
Minimum Mortgage Interest Rate under the terms of the Mortgage
Note;
(xix) the
Periodic Rate Cap;
(xx) the
first
Adjustment Date immediately following the Cut-off Date;
(xxi) a
code
indicating if the Mortgage Loan is subject to a lender paid mortgage insurance
policy, the name of the insurer and, if applicable, the rate payable in
connection therewith;
(xxii) the
related Index; and
(xxiii) the
Servicer.
Such
schedule shall also set forth the aggregate Cut-off Date Principal Balance
for
all of the Mortgage Loans.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
With
respect to each Mortgage Loan, the 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 equal to the sum, rounded
to
the nearest 0.125% as provided in the Mortgage Note, of the related Index,
as
most recently available as of a date prior to the Adjustment Date as set forth
in the related Mortgage Note, plus the related Gross Margin; provided that
the
Mortgage Rate on such adjustable rate Mortgage Loan on any Adjustment Date
shall
never be more than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior to the Adjustment Date plus the related Periodic Rate Cap,
if
any, and (ii) the related Maximum Mortgage Rate, and shall never be less than
the greater of (i) the Mortgage Rate in effect immediately prior to the
Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum
Mortgage Rate. 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
obligor on a Mortgage Note.
Net
Funds Cap:
With
respect to any Distribution Date, (a) a fraction, expressed as a percentage,
the
numerator of which is the product of (1) the Optimal Interest Remittance Amount
for the Mortgage Loans and such Distribution Date, minus the sum of (x) any
Net
Swap Payment payable to the Swap Provider on such Distribution Date, and (y)
any
Swap Termination Payment (unless such payment is the result of a Swap Provider
Trigger Event and to the extent not paid by the Securities 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)
payable to the Swap Provider on such Distribution Date, and (2) 12, and the
denominator of which is the outstanding Aggregate Loan Balance for the
immediately preceding Distribution Date, multiplied by (b) a fraction, the
numerator of which is 30, and the denominator of which is the actual number
of
days which have elapsed in the immediately preceding Interest Accrual Period.
For federal income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the Uncertificated REMIC II Pass-Through
Rate on each REMIC II Regular Interest (other than REMIC II Regular Interest
LT-P and REMIC II Regular Interest LT-IO), weighted on the basis of the
Uncertificated Principal Balance of each such REMIC II Regular
Interest.
Net
Interest Shortfall:
Means
Interest Shortfalls net of payments by the Servicers or Master Servicer in
respect of Compensating Interest.
Net
Liquidation Proceeds:
With
respect to a Mortgage Loan are Liquidation Proceeds net of unreimbursed advances
by the related Servicer and advances and expenses incurred by the related
Servicer in connection with the liquidation of such Mortgage Loan and the
related Mortgaged Property.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the related
Mortgage Rate less the Expense Fee Rate.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the
Supplemental Interest Trust, which net payment shall not take into account
any
Swap Termination Payment.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
With
respect to any Mortgage Loan, any portion of an Advance or Servicing Advance
previously made or proposed to be made by the related Servicer pursuant to
this
Agreement or the Servicing Agreement, as applicable or the Master Servicer
as
Successor Servicer, that, in the good faith judgment of the related Servicer
or
the Master Servicer as Successor Servicer, will not or, in the case of a
proposed Advance or Servicing Advance, would not, be ultimately recoverable
by
it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds
or otherwise.
Notional
Amount:
For
each calculation period as defined in the Swap Agreement, the amount set forth
below:
|
Distribution
Date
|
Notional
Amount ($)
|
|
December
25, 2006
|
595,565,000.00
|
|
January
25, 2007
|
572,493,373.35
|
|
February
25, 2007
|
550,275,725.33
|
|
March
25, 2007
|
528,913,220.89
|
|
April
25, 2007
|
507,456,667.61
|
|
May
25, 2007
|
487,581,881.12
|
|
June
25, 2007
|
468,632,400.94
|
|
July
25, 2007
|
450,412,315.19
|
|
August
25, 2007
|
432,893,557.49
|
|
September
25, 2007
|
416,049,141.17
|
|
October
25, 2007
|
399,853,117.65
|
|
November
25, 2007
|
384,280,536.61
|
|
December
25, 2007
|
369,307,407.55
|
|
January
25, 2008
|
354,910,662.85
|
|
February
25, 2008
|
341,068,122.36
|
|
March
25, 2008
|
327,758,459.16
|
|
April
25, 2008
|
314,961,166.83
|
|
May
25, 2008
|
302,656,527.85
|
|
June
25, 2008
|
290,825,583.27
|
|
July
25, 2008
|
279,450,103.52
|
|
August
25, 2008
|
262,813,762.68
|
|
September
25, 2008
|
252,516,192.31
|
|
October
25, 2008
|
241,887,507.02
|
|
November
25, 2008
|
230,419,571.46
|
|
December
25, 2008
|
221,369,700.08
|
|
January
25, 2009
|
212,668,262.73
|
|
February
25, 2009
|
204,301,849.06
|
|
March
25, 2009
|
196,257,564.69
|
|
April
25, 2009
|
188,523,011.36
|
|
May
25, 2009
|
181,086,267.86
|
|
June
25, 2009
|
173,935,871.67
|
|
July
25, 2009
|
166,260,971.66
|
|
August
25, 2009
|
159,681,843.95
|
|
September
25, 2009
|
142,707,515.78
|
|
October
25, 2009
|
136,793,758.38
|
|
November
25, 2009
|
131,349,974.37
|
|
December
25, 2009
|
126,115,790.58
|
|
January
25, 2010
|
123,513,671.94
|
|
February
25, 2010
|
118,674,797.51
|
|
March
25, 2010
|
114,022,241.06
|
|
April
25, 2010
|
109,548,831.25
|
|
May
25, 2010
|
105,247,672.68
|
|
June
25, 2010
|
101,112,135.25
|
|
July
25, 2010
|
97,135,844.00
|
|
August
25, 2010
|
93,312,669.25
|
|
September
25, 2010
|
89,636,717.21
|
|
October
25, 2010
|
86,102,320.85
|
|
November
25, 2010
|
82,704,031.23
|
|
December
25, 2010
|
79,436,609.08
|
|
January
25, 2011
|
76,295,016.74
|
|
February
25, 2011
|
73,274,410.41
|
|
March
25, 2011
|
70,370,132.68
|
|
April
25, 2011
|
67,577,705.39
|
|
May
25, 2011
|
64,892,822.67
|
|
June
25, 2011
|
62,311,344.39
|
|
July
25, 2011
|
59,829,289.74
|
|
August
25, 2011
|
57,442,831.10
|
|
September
25, 2011
|
42,136,864.98
|
|
October
25, 2011
|
7,257,739.69
|
|
November
25, 2011
|
5,914,982.63
|
|
December
25, 2011 and thereafter
|
0.00
|
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Trustee (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 an
Authorized Servicer Representative, as the case may be, and delivered to the
Depositor, the Sponsor, the Master Servicer, the Securities Administrator and/or
the Trustee, as the case may be, as required by this Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period (other than the first Accrual Period), the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of the rate for U.S. dollar deposits for one month that
appears on 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 Securities Administrator), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
no
such quotations can be obtained by the Securities Administrator and no Reference
Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable
to
the preceding Accrual Period. The establishment of One-Month LIBOR on each
Interest Determination Date by the Securities Administrator and the Securities
Administrator’s calculation of the rate of interest applicable to the Senior
Certificates and Mezzanine Certificates for the related Accrual Period shall,
in
the absence of manifest error, be final and binding. With respect to the first
Accrual period, One-Month LIBOR shall equal 5.3200% per annum.
One-Year
LIBOR: The
per
annum rate equal to the average of interbank offered rates for one-year U.S.
dollar-denominated deposits in the London market based on quotations of major
banks as published in The Wall Street Journal and most recently available as
of
the time specified in the related Mortgage Note.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Sponsor, the Master
Servicer, the Depositor or a Servicer, reasonably acceptable to each addressee
of such opinion; provided that with respect to Section 2.05, 7.05 or 11.01,
or the interpretation or application of the REMIC Provisions, such counsel
must
(i) in fact be independent of the Sponsor, the Master Servicer Depositor and
such Servicer, (ii) not have any direct financial interest in the Sponsor,
the
Depositor, the Master Servicer or such Servicer or in any affiliate of any
of
them, and (iii) not be connected with the Sponsor, the Depositor, the Master
Servicer or such Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Optimal
Interest Remittance Amount:
With
respect to any Distribution Date and the Senior Certificates and Mezzanine
Certificates, will be equal to the excess of (i) the product of (1)(x) the
weighted average Net Mortgage Rates of the Mortgage Loans as of the first day
of
the related Due Period divided by (y) 12 and (2) the Aggregate Loan Balance
for
the immediately preceding Distribution Date, over (ii) any expenses that reduce
the Interest Remittance Amount that did not arise as a result of a default
or
delinquency of the Mortgage Loans or were not taken into account in computing
the Net Mortgage Rate.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of Mortgage Loans and REO Properties, as described in
Section 10.01.
Optional
Termination Date:
The
first Distribution Date on which the Master Servicer may purchase, at its option
the Mortgage Loans and all REO Properties, as described in
Section 10.01.
OTS:
The
Office of Thrift Supervision or any successor thereto.
OTS
Method:
The
method used by OTS to calculate delinquencies.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Securities Administrator or delivered to the
Securities Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Securities Administrator pursuant to this
Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of (a) the Aggregate
Loan
Balance for such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
over (b)
the aggregate Certificate Principal Balance of the Senior Certificates and
Mezzanine Certificates on such Distribution Date (after taking into account
the
payment of 100% of the Principal Remittance Amount on such Distribution
Date).
Overcollateralization
Deficiency Amount:
With
respect to any Distribution Date, will be equal to the amount, if any, by which
(x) the Targeted Overcollateralization Amount for such Distribution Date exceeds
(y) the Overcollateralization Amount for such Distribution Date, calculated
for
this purpose after giving effect to the reduction on such Distribution Date
of
the aggregate Certificate Principal Balance of the Senior Certificates and
Mezzanine Certificates resulting from the payment of the Principal Remittance
Amount on such Distribution Date, but prior to allocation of any Applied Loss
Amount on such Distribution Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, will be equal to the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the amount,
if
any, by which (1) the Overcollateralization Amount for such date, exceeds (2)
the Targeted Overcollateralization Amount for such 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:
The
Class A-1A, Class X-0X, Xxxxx X-0, Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class
X
Pass-Through Rate, as applicable.
Payahead:
Any
Scheduled Payment intended by the related Mortgagor to be applied in a Due
Period subsequent to the Due Period in which such payment was
received.
PCAOB:
Shall
mean the Public Company Accounting Oversight Board.
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 the Adjustment Date for a Mortgage Loan, 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 Interest Rate or the Minimum Mortgage Interest 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) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency thereof, provided
such obligations are unconditionally 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 by a signed writing delivered by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency that rates such securities,
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
by
a signed writing delivered by each Rating Agency;
(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 or the Master
Servicer 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 by a signed
writing delivered by each Rating Agency;
(v) demand
or
time deposits or certificates of deposit issued by any bank or trust company
or
savings institution to the extent that such deposits are fully insured by the
FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation containing, at the time of the issuance of such agreements, such
terms and conditions as will not result in the downgrading or withdrawal of
the
rating then assigned to the Certificates by any such Rating Agency, as evidenced
by a signed writing delivered by each Rating Agency;
(vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (v) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest long term ratings of each Rating Agency, or such lower rating
as
will not result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
(ix) units
of
money market funds registered under the Investment Company Act of 1940 including
funds managed or advised by the Trustee, the Master Servicer or an affiliate
of
either, having a rating by S&P of AAAm-G or AAAm, if rated by Moody’s, rated
Aaa, Aa1 or Aa2, and if rated by Fitch, F1, F2 or F3 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;
(x) short
term investment funds sponsored by any trust company or banking association
incorporated under the laws of the United States or any state thereof (including
any such fund managed or advised by the Trustee, 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 by a
signed writing delivered by each Rating Agency; and
(xi) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to each Rating Agency 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,
as evidenced by a signed writing delivered by each Rating Agency;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
Permitted
Transferee:
Any
person 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, (v) a Person
that is not 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 trustor and (vi) any other Person
based upon an Opinion of Counsel (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 any REMIC to fail to qualify as a REMIC at any time
that any Certificates are Outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions. A corporation will not be
treated as an instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are subject
to
tax and, with the exception of Xxxxxxx Mac, a majority of its board of directors
is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association,
joint-stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Prepayment
Assumption:
The
assumed rate of prepayment, as described in the Prospectus Supplement relating
to each Class of Publicly Offered Certificates.
Prepayment
Charge:
With
respect to any Principal Prepayment, 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 (other than any Servicer
Prepayment Charge Payment Amount) as shown on the Prepayment Charge
Schedule.
Prepayment
Charge Schedule:
As of
any date, the list of Mortgage Loans providing for a Prepayment Charge included
in the Trust Fund on such date, attached hereto as Exhibit Q (including the
prepayment charge summary attached thereto). The Depositor shall deliver or
cause the delivery of the Prepayment Charge Schedule to the Servicers, the
Master Servicer and the Trustee on the Closing Date. The Prepayment Charge
Schedule shall set forth the following information with respect to each
Prepayment Charge:
|
(i)
|
the
Mortgage Loan identifying number;
|
|
|
(ii)
|
a
code indicating the type of Prepayment Charge;
|
|
|
(iii)
|
the
date on which the first Monthly Payment was due on the related Mortgage
Loan;
|
|
|
(iv)
|
the
term of the related Prepayment Charge;
|
|
|
(v)
|
the
original Stated Principal Balance of the related Mortgage Loan;
and
|
|
|
(vi)
|
the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
|
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment in full during the related Prepayment Period, (other
than
a Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 3.24 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 exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment less interest on the Mortgage Loan for the period
up to the date of prepayment at the Expense Fee Rate.
Prepayment
Period:
With
respect to any Distribution Date and (i) GMACM, the 14th
day of
the immediately preceding calendar month (or, with respect to the first
Prepayment Period, the Closing Date) through the 13th
day of
the month in which such Distribution Date occurs and (ii) Wachovia, the prior
calendar month.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including Mortgage Loans purchased or repurchased under
Sections 2.02, 2.03, 3.24 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 Due Date in any month or months
subsequent to the month of prepayment. Partial Principal Prepayments shall
be
applied by the related Servicer in accordance with the terms of the related
Mortgage Note.
Principal
Remittance Amount:
With
respect to any Distribution Date, (i) the sum, without duplication, of (a)
the
principal portion of all Scheduled Payments on the Mortgage Loans due during
the
related Due Period whether or not received on or prior to the related
Determination Date, (b) the Stated Principal Balance of each Mortgage Loan
that
was repurchased by the Sponsor during the related Prepayment Period pursuant
to
Sections 2.02, 2.03 and 3.24, (c) the aggregate of all Substitution
Adjustment Amounts received during the related Prepayment Period for the related
Determination Date in connection with the substitution of Mortgage Loans
pursuant to Section 2.03(b), (d) the principal portion of all other
unscheduled collections (other than Payaheads) including Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, Subsequent Recoveries and all
full
and partial Principal Prepayments exclusive of prepayment charges or penalties
collected during the related Prepayment Period, to the extent applied as
recoveries of principal on the Mortgage Loans, (e) the principal portion of
Payaheads previously received on the Mortgage Loans and intended for application
in the related Due Period, (f) amounts in respect of principal on the Mortgage
Loans paid by the Master Servicer pursuant to Section 10.01 minus (ii) all
amounts required to be reimbursed by the Trust Fund pursuant to
Sections 4.02, 4.05, 4.07 and 9.05 or as otherwise set forth in this
Agreement, the Servicing Agreement or the Custodial Agreement.
Private
Certificate:
Each of
the Class X, Class P and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated November 30, 2006 relating to the offering of the
Publicly Offered Certificates.
Publicly
Offered Certificates:
Any
Certificates other than the Private Certificates.
PUD:
A
planned unit development.
Purchase
Price:
With
respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant
to Section 2.02, 2.03 or 3.24 hereof and as confirmed by an Officer’s
Certificate from the Sponsor to the Trustee, an amount equal to the sum of
(i)
100% of the outstanding principal balance of the Mortgage Loan as of the date
of
such purchase plus, (ii) thirty (30) days’ accrued interest thereon at the
applicable Net Mortgage Rate, plus any portion of the Servicing Fee, Master
Servicing Fee, Servicing Advances and Advances payable to the related Servicer
or Master Servicer, as applicable, with respect to such Mortgage Loan plus
(iii)
any costs and damages of the Trust Fund in connection with any violation by
such
Mortgage Loan of any abusive or predatory lending law, including any expenses
incurred by the Trustee with respect to such Mortgage Loan prior to the purchase
thereof.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the Stated Principal
Balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor through the
end
of the calendar month in which such Final Recovery Determination was made,
calculated in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then accruing on
such
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, minus (iii) the proceeds, if any, received
in
respect of such Mortgage Loan during the calendar month in which such Final
Recovery Determination was made, net of amounts that are payable therefrom
to
the Servicer pursuant to this Agreement. To the extent the 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
that Subsequent Recoveries are applied to reduce the Certificate Principal
Balance of any Class of Certificates 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 Stated 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,
minus
(iii) 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.
In
addition, to the extent the 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 Subsequent Recoveries are
applied to reduce the Certificate Principal Balance of any Class of Certificates
on any Distribution Date.
Record
Date:
With
respect to the Senior Certificates and Mezzanine Certificates and any
Distribution Date, so long as such 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 P, Class X and Residual
Certificates and any Distribution Date, the close of business on the last
Business Day of the month preceding the month in which such Distribution Date
occurs.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the Senior Certificates and Mezzanine Certificates for
such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New
York
City, selected by the Securities Administrator, as of 11:00 a.m., New York
City
time, on such date for loans in United States dollars to leading European banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Senior Certificates and Mezzanine
Certificates for such Accrual Period.
Reference
Banks:
Shall
mean leading banks selected by the Securities Administrator and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i)
with an established place of business in London, (ii) which have been designated
as such by the Securities Administrator and (iii) which are not controlling,
controlled by, or under common control with, the Depositor, the Sponsor or
the
Servicer.
Regular
Certificate:
The
Senior Certificates, Mezzanine Certificates, Class X Certificates and Class
P
Certificates.
Regulation
AB:
Means
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.
Relevant
Servicing Criteria:
Means
with respect to any Servicing Function Participant, the Servicing Criteria
applicable to such party, as set forth on Exhibit
L
attached
hereto. For clarification purposes, multiple parties can have responsibility
for
the same Relevant Servicing Criteria. With respect to a Servicing Function
Participant engaged by the Master Servicer, the Securities Administrator or
the
Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
Relevant Servicing Criteria applicable to such party.
Relief
Act:
The
Servicemembers Civil Relief Act of 2003, as amended from time to time or similar
state or local laws.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of Section 860D of
the Code.
REMIC
I:
The
segregated pool of assets subject hereto, constituting the primary trust created
hereby and to be administered hereunder, with respect to which a REMIC election
is to be made, 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 and all related
Prepayment Charges; (ii) the related Mortgage Files, (iii) the
Custodial Accounts (other than any amounts representing any Servicer Prepayment
Charge Payment Amount), the Distribution Account, the Class P Certificate
Account and such assets that are deposited therein from time to time, together
with any and all income, proceeds and payments with respect thereto; (iv)
property that secured a Mortgage Loan and has been acquired by foreclosure,
deed
in lieu of foreclosure or otherwise; (v) the mortgagee’s rights under the
Insurance Policies with respect to the Mortgage Loans; (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. Notwithstanding
the foregoing, however, REMIC I specifically excludes (i) all payments and
other
collections of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date, (ii) all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, (iii) the Basis
Risk Shortfall Reserve Fund, (iv) the Swap Agreement and (v) the Supplemental
Interest Trust.
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.
REMIC
II:
The
segregated pool of assets consisting of all of the REMIC I Regular Interests
conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC
II
Regular Interests and the Holders of the Class R Certificates (as holders of
the
Class R-2 Interest), pursuant to Article II hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to (a) the product of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans and related REO
Properties then outstanding and (ii) the Uncertificated REMIC II Pass-Through
Rate for REMIC II Regular Interest LT-AA minus the Marker Rate, divided by
(b)
12.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) the aggregate Uncertificated Principal
Balances of the REMIC II Regular Interests minus (ii) the aggregate of the
Uncertificated Principal Balances of REMIC II Regular Interest LT-A1A, REMIC
II
Regular Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II Regular
Interest LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular Interest
LT-A4B, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
Interest LT-M5, REMIC II Regular Interest LT-M6 and REMIC II Regular Interest
LT-M7, 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 (a) the product of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans and related REO
Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
is two times the aggregate of the Uncertificated Principal Balances of REMIC
II
Regular Interest LT-A1A, REMIC II Regular Interest LT-A1B, REMIC II Regular
Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
LT-A4A, REMIC II Regular Interest LT-A4B, REMIC II Regular Interest LT-M1,
REMIC
II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular
Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest
LT-M6
and REMIC II Regular Interest LT-M7 and the denominator of which is the
aggregate of the Uncertificated Principal Balances of REMIC II Regular Interest
LT-A1A, REMIC II Regular Interest LT-A1B, REMIC II Regular Interest LT-A2,
REMIC
II Regular Interest LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular
Interest LT-A4B, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
Interest LT-M7 and REMIC II Regular Interest LT-ZZ.
REMIC
II Regular Interests:
REMIC
II Regular Interest LT-AA, REMIC II Regular Interest LT-A1A, REMIC II Regular
Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II Regular Interest
LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular Interest LT-A4B,
REMIC
II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
II Regular Interest LT-ZZ, REMIC II Regular Interest LT-P and REMIC II Regular
Interest LT-IO.
REMIC
II Regular Interest LT-AA:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-AA shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-A1A:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Xxxxxxxx XX-X0X shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-A1B:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-A1B shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-A2:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Xxxxxxxx XX-X0 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-A3:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Xxxxxxxx XX-X0X shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-A4A:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Xxxxxxxx XX-X0X shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-A4B:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-A4B shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-IO:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-IO shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time.
REMIC
II Regular Interest LT-M1:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M1 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-M2:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M2 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-M3:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M3 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-M4:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M4 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-M5:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M5 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-M6:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M6 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-M7:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-M7 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest LT-P:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest LT-P 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.
REMIC
II Regular Interest LT-ZZ:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II.
REMIC
II Regular Interest LT-ZZ Maximum 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 LT-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ minus the
REMIC II Overcollateralization Amount, in each case for such Distribution Date,
over (ii) the Uncertificated Accrued Interest on REMIC II Regular Interest
LT-A1A, REMIC II Regular Interest LT-A1B, REMIC II Regular Interest LT-A2,
REMIC
II Regular Interest LT-A3A, REMIC II Regular Interest LT-A3B, REMIC II Regular
Interest LT-A4A, REMIC II Regular Interest LT-A4B, REMIC II Regular Interest
LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
II Regular Interest LT-M4 and REMIC II Regular Interest LT-M5 for such
Distribution Date, with the rate on each such REMIC II Regular Interest subject
to a cap equal to the related Pass-Through Rate.
REMIC
II Targeted Overcollateralization Amount:
1.00%
of the Targeted Overcollateralization Amount.
REMIC
III:
The
segregated pool of assets consisting of all of the REMIC II Regular Interests
conveyed in trust to the Trustee, for the benefit of the REMIC III
Certificateholders pursuant to Section 2.07, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
III Regular Interest:
Any of
the Class X Interest, Class P Interest, Class IO Interest, and any “regular
interest” in REMIC III the ownership of which is represented by a Senior
Certificate or Mezzanine Certificate.
REMIC
III Certificate:
Any
Senior Certificate, Mezzanine Certificate or Class R Certificate.
REMIC
III Certificateholder:
The
Holder of any REMIC III Certificate.
REMIC
IV:
The
segregated pool of assets consisting of all of the Class X Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class X Certificates
and the Holders of the Class R-X Certificates (as Holders of the Class R-4
Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
V:
The
segregated pool of assets consisting of all of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Holders of the Class R-X Certificates (as Holders of the Class R-5
Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
VI:
The
segregated pool of assets consisting of all of the Class IO Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of REMIC VI Regular
Interest IO and the Holders of the Class R-X Certificates (as Holders of the
Class R-6 Interest), pursuant to Section 2.07, and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
VI Regular Interest IO:
An
uncertificated interest in the Trust Fund held by the Trustee, evidencing a
Regular Interest in REMIC VI for purposes of the REMIC Provisions.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
have
an adverse affect on any REMIC created hereunder.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of Subchapter
M
of Chapter 1 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 Interest:
Any
REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest
or a Regular Certificate.
Remittance
Date:
Shall
mean the eighteenth (18th)
day of
the month and if such day is not a Business Day, the immediately preceding
Business Day.
REO
Property:
A
Mortgaged Property acquired by a 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 Sponsor
for
a Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a request for release in accordance with the terms of the Custodial
Agreement, (i) have a Stated Principal Balance, after deduction of the principal
portion of the Scheduled Payment due in the month of substitution, not in excess
of, and not less than 90% of, the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) have an adjustable 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)
be secured by a first lien on the related Mortgaged Property; (vii) constitute
the same occupancy type as the Deleted Mortgage Loan or be owner occupied;
(viii) have a Maximum Mortgage Interest Rate not less than the Maximum Mortgage
Interest Rate on the Deleted Loan; (ix) have a Minimum Mortgage Interest Rate
not less than the Minimum Mortgage Interest Rate of the Deleted Loan; (x) have
a
Gross Margin equal to the Gross Margin of the Deleted Loan; (xi) have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Loan; and (xii) comply with each representation and warranty set
forth in the Mortgage Loan Purchase Agreement.
Reportable
Event:
Has the
meaning set forth in Section 5.18(b) of this Agreement.
Reporting
Servicer:
Shall
mean any Servicer, the Master Servicer, the Securities Administrator, the
Custodian under the Custodial Agreement, and any Servicing Function Participant
engaged by such parties.
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.
Residual
Certificates:
The
Class R Certificates and Class R-X Certificates.
Responsible
Officer:
With
respect to the Trustee and the Securities Administrator, any Vice President,
any
Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
Officer, any other officer customarily performing functions similar to those
performed by any of the above designated officers or other officers of the
Trustee or the Securities Administrator specified by the Trustee or the
Securities Administrator, as the case may be, having direct responsibility
over
this Agreement and customarily performing functions similar to those performed
by any one of the designated officers, 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.
Responsible
Party:
The
party indicated on Exhibit
N
as the
entity primarily responsible for reporting the information set forth therein
to
the Securities Administrator pursuant to Section 5.12.
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date will be the fraction, expressed as a
percentage, equal to the average of the Delinquency Rates for each of the three
(or one and two, in the case of the first and second Distribution Dates)
immediately preceding months.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its
successor in interest.
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:
A
written certification signed by an officer of the Master Servicer that complies
with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and
(ii)
Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002
is
amended, (b) the Rules referred to in clause (ii) are modified or superseded
by
any subsequent statement, rule or regulation of the Commission or any statement
of a division thereof, or (c) any future releases, rules and regulations are
published by the Commission from time to time pursuant to the Xxxxxxxx-Xxxxx
Act
of 2002, which in any such case affects the form or substance of the required
certification and results in the required certification being, in the reasonable
judgment of the Master Servicer, materially more onerous than the form of the
required certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification
shall be as agreed to by the Master Servicer, the Depositor and the Seller
following a negotiation in good faith to determine how to comply with any such
new requirements.
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 promulgated
thereunder.
Securities
Administrator:
As of
the Closing Date, Xxxxx Fargo Bank, N.A. and thereafter, its respective
successors in interest that meet the qualifications of this Agreement. The
Securities Administrator and the Master Servicer shall at all times be the same
Person or Affiliates.
Senior
Enhancement Percentage:
With
respect to any Distribution Date will be the fraction, expressed as a
percentage, the numerator of which is the sum of the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Overcollateralization
Amount, in each case after giving effect to payments on such Distribution Date,
and the denominator of which is the Aggregate Loan Balance for such Distribution
Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period).
Senior
Principal Payment Amount:
With
respect to any Distribution Date on or after the Stepdown Date and as long
as a
Trigger Event is not in effect with respect to such Distribution Date, the
amount, if any, by which (x) the Certificate Principal Balances of the Senior
Certificates, in each case, immediately prior to such Distribution Date exceed
(y) the lesser of (A) the product of (i) 86.90% and (ii) the Aggregate Loan
Balance for such Distribution Date
(after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
exceeds
(ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.
Senior
Sequential Allocation Percentage:
With
respect to any Distribution Date, a fraction, expressed as a percentage, the
numerator of which is the sum of the Certificate Principal Balances of the
Class
A-2, Class A-3, Class A-4A and Class A-4B Certificates and the denominator
of
which is the aggregate Certificate Principal Balance of all of the Senior
Certificates, in each case immediately prior to such Distribution
Date.
Servicer:
Shall
mean either GMAC or Wachovia or any successor thereto appointed hereunder or
under the Servicing Agreement in connection with the servicing and
administration of the related Mortgage Loans.
Servicer
Default:
As
defined in Section 8.01.
Servicer
Prepayment Charge Payment Amount:
The
amount payable by a Servicer in respect of any waived Prepayment Charges
pursuant to Section 3.01 or pursuant to the Servicing
Agreement.
Servicer’s
Assignee:
As
defined in Section 5.01(b)(ii)
Service(s)(ing):
Means,
in accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust Fund by an entity that meets
the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by a Servicer
of
its servicing obligations hereunder or under the Servicing Agreement, as
applicable, including, but not limited to, the cost of (i) the preservation,
restoration, inspection, valuation 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), (iv) compliance with any obligations under Section 3.07
hereof to cause insurance to be maintained and (v) payment of
taxes.
Servicing
Agreement:
The
Seller’s Purchase, Warranties and Servicing Agreement, dated as of March 1,
2006, between the Sponsor and Wachovia (as modified pursuant to the Assignment
Agreement).
Servicing
Criteria:
Means
the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
may be amended from time to time.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the last day of the related Due Period 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 same Stated Principal Balance of
such
Mortgage Loan used to calculate the payment of interest on such Mortgage
Loan.
Servicing
Fee Rate:
The fee
rate for each Mortgage Loan as set forth in the Mortgage Loan
Schedule.
Servicing
Function Participant:
Means
any Subservicer or Subcontractor of each Servicer, the Master Servicer and
the
Securities Administrator, the Custodian, respectively. For purposes of Section
5.18(d), such term shall also include GMACM, the Master Servicer, the Securities
Administrator and the Custodian, without any regard to any threshold reference
therein.
Servicing
Officer:
Any
officer of a Servicer involved in, or responsible for, the administration and
the servicing of the related Mortgage Loans, whose name and specimen signature
appear on a list of Servicing Officers furnished to the Master Servicer, the
Securities Administrator the Trustee and the Depositor on the Closing Date,
as
such list may from time to time be amended.
Six-Month
LIBOR:
The per
annum rate equal to the average of interbank offered rates for Six-Month U.S.
dollar-denominated deposits in the London market based on quotations of major
banks as published in The Wall Street Journal and most recently available as
of
the time specified in the related Mortgage Note.
Sponsor:
Nomura
Credit & Capital, Inc., a Delaware corporation, and its successors and
assigns, in its capacity as seller of the Mortgage Loans to the
Depositor.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
and all Liquidation Proceeds to the extent applied by the related Servicer
as
recoveries of principal in accordance with Section 3.09 of this Agreement
or pursuant to the Servicing Agreement with respect to such Mortgage Loan,
that
were received by the Servicer as of the close of business on the last day of
the
Prepayment Period related to such Distribution Date and (iii) any Realized
Losses on such Mortgage Loan incurred during the related Prepayment Period.
The
Stated Principal Balance of a Liquidated Loan equals zero.
Stepdown
Date:
The
earlier to occur of (i) the Distribution Date on which the aggregate Certificate
Principal Balance of the Senior Certificates has been reduced to zero and (ii)
the later to occur of (x) the Distribution Date in December 2009 and (y) the
first Distribution Date on which the Senior Enhancement Percentage (calculated
for this purpose only after taking into account distributions of principal
on
the Mortgage Loans, but prior to any distributions to the holders of the Senior
Certificates and Mezzanine Certificates then entitled to distributions of
principal on such Distribution Date) is greater than or equal to approximately
13.10%.
Subcontractor:
Shall
mean any vendor, subcontractor or other Person who is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under
the direction or authority of a Servicer (or a Subservicer of a Servicer),
the
Master Servicer, the Trustee, the Custodian or the Securities Administrator
and
each subcontractor is determined by the Person engaging the subcontractor to
be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB.
Subsequent
Recoveries:
Shall
mean all amounts in respect of principal received by the related Servicer (net
of reimbursable expenses) on a Mortgage Loan for which a Realized Loss was
previously incurred after the liquidation or disposition of such Mortgage
Loan.
Subservicer:
Shall
mean any Person who is identified in Item 1122(d) of Regulation AB that services
the related Mortgage Loans on behalf of a Servicer or is engaged by the Master
Servicer, the Securities Administrator or the Custodian and is responsible
for
the performance (whether directly or through subservicers or Subcontractors)
of
a substantial portion of the material servicing functions required to be
performed by such Person under this Agreement, the Servicing Agreement or any
subservicing agreement.
Subservicing
Agreement:
Any
agreement entered into between a Servicer and a Subservicer with respect to
the
subservicing of any Mortgage Loan subject to Section 3.03 of this Agreement
or
the Servicing Agreement by such Subservicer.
Substitution
Adjustment Amount:
Shall
have the meaning ascribed to such term pursuant to
Section 2.03(d).
Successor
Servicer:
Any
successor to a Servicer appointed pursuant to Section 8.02 of this
Agreement or pursuant to the Servicing Agreement after the occurrence of a
Servicer Default or upon the resignation of a Servicer pursuant to this
Agreement or pursuant to the Servicing Agreement.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 5.15 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, REMIC VI Regular Interest Swap-IO and
the
right to receive payments in respect of the Class IO Distribution Amount. For
the avoidance of doubt, the Supplemental Interest Trust does not constitute
a
part of the Trust Fund.
Supplemental
Interest Trust Trustee:
HSBC
Bank
USA, National Association, as trustee on behalf of the Supplemental Interest
Trust.
Swap
Agreement:
The
interest rate swap agreement, dated November 30, 2006, between HSBC Bank USA,
National Association, as trustee on behalf of the Supplemental Interest Trust,
and the Swap Provider, including any schedule, confirmation, credit support
annex or other credit support document relating thereto, attached hereto as
Exhibit
O.
Swap
Collateral Account:
The
segregated non-interest bearing trust account created and maintained by the
Securities Administrator pursuant to Section 5.16(h) hereof.
Swap
Credit Support Annex:
The
credit support annex, dated as of November 30, 2006, between the Supplemental
Interest Trust Trustee and the Swap Provider, which is annexed to and forms
part
of the Swap Agreement.
Swap
LIBOR:
LIBOR
as determined pursuant to the Swap Agreement.
Swap
Provider:
The
swap provider under the Swap Agreement either (a) entitled to receive payments
from the Supplemental Interest Trust or (b) required to make payments to the
Supplemental Interest Trust, in either case pursuant to the terms of the Swap
Agreement, and any successor in interest or assign. Initially, the Swap Provider
shall be Swiss Re Financial Products Corporation.
Swap
Provider Trigger Event:
A Swap
Provider Trigger Event shall have occurred if any of an Event of Default (under
the Swap Agreement) with respect to which the Swap Provider is a Defaulting
Party, a Termination Event (under the Swap Agreement) with respect to which
the
Swap Provider is the sole Affected Party or an Additional Termination Event
(under the Swap Agreement) with respect to which the Swap Provider is the sole
Affected Party has occurred.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Supplemental Interest Trust to the Swap Provider,
or by the Swap Provider to the Supplemental Interest Trust, as applicable,
pursuant to the terms of the Swap Agreement.
Targeted
Overcollateralization Amount:
With
respect to any Distribution Date prior to the Stepdown Date, approximately
0.70%
of the Aggregate Loan Balance as of the Cut-off Date; with respect to any
Distribution Date on or after the Stepdown Date and with respect to which a
Trigger Event is not in effect, the greater of (a) 1.40% of the Aggregate Loan
Balance for such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period),
or (b)
0.35% of the Aggregate Loan Balance as of the Cut-off Date; with respect to
any
Distribution Date on or after the Stepdown Date with respect to which a Trigger
Event is in effect, the Targeted Overcollateralization Amount for such
Distribution Date will be equal to the Targeted Overcollateralization Amount
for
the Distribution Date immediately preceding such Distribution Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Senior
Certificates and Mezzanine Certificates to zero, the Targeted
Overcollateralization Amount shall be zero.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
regulation § 1.860F-4(d) and temporary Treasury regulation
§ 301.6231(a)(7)-1T. The holder of the greatest Percentage Interest in a
Class of Residual Certificates shall be the Tax Matters Person for the related
REMIC. The Securities Administrator, or any successor thereto or assignee
thereof shall serve as tax administrator hereunder and as agent for the related
Tax Matters Person.
Termination
Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection
with the purchase of the Mortgage Loans and REO Properties pursuant to
Section 10.01.
Transaction
Party:
Shall
mean the Depositor, the Sponsor, the Trustee, the Servicers, the Master
Servicer, the Securities Administrator, the Custodian and the Swap
Provider.
Transfer
Affidavit:
As
defined in Section 6.02(c).
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Trigger
Event:
With
respect to any Distribution Date, a Trigger Event is in effect if either (i)
the
Rolling Three Month Delinquency Rate as of the last day of the related Due
Period equals or exceeds approximately 40.00% of the Senior Enhancement
Percentage for such Distribution Date or (ii) the cumulative Realized Losses
as
a percentage of the original Aggregate Loan Balance on the Closing Date for
such
Distribution Date is greater than the applicable percentages set forth below
with respect to such Distribution Date.
|
Distribution
Date
|
Percentage
|
|
December
2008 to November
2009
|
0.25%*
|
|
December
2009 to November 2010
|
0.65%*
|
|
December
2010 to November 2011
|
1.10%*
|
|
December
2011 to November 2012
|
1.55%*
|
|
December
2012 and thereafter
|
1.85%
|
*The
cumulative loss percentages set forth above are applicable to the first
Distribution Date in the corresponding range of Distribution Dates. The
cumulative loss percentage for each succeeding Distribution Date in a range
increases incrementally by 1/12 of the positive difference between the
percentage applicable to the first Distribution Date in that range and the
percentage applicable to the first Distribution Date in the succeeding
range.
Trust
Fund:
Collectively, the assets of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V,
REMIC VI and the Basis Risk Shortfall Reserve Fund. For the avoidance of doubt,
the Trust Fund does not include the Supplemental Interest Trust.
Trustee:
HSBC
Bank USA, National Association, a national banking association, not in its
individual capacity, but solely in its capacity as trustee for the benefit
of
the Certificateholders under this Agreement, and any successor thereto, and
any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Uncertificated
Accrued Interest:
With
respect to each Uncertificated REMIC Regular Interest on each Distribution
Date,
an amount equal to one month’s interest at the related Uncertificated
Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular
Interest. In each case, Uncertificated Accrued Interest will be reduced by
any
Prepayment Interest Shortfalls and shortfalls resulting from application of
the
Relief Act (allocated to such REMIC Regular Interests as set forth in Sections
1.02 and 5.09).
Uncertificated
Notional Amount:
With
respect to REMIC II Regular Interest LT-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
IIIA Regular Interests
|
|
1
|
I-1-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through I-60-A
|
|
10
|
I-10-A
through I-60-A
|
|
11
|
I-11-A
through I-60-A
|
|
12
|
I-12-A
through I-60-A
|
|
13
|
I-13-A
through I-60-A
|
|
14
|
I-14-A
through I-60-A
|
|
15
|
I-15-A
through I-60-A
|
|
16
|
I-16-A
through I-60-A
|
|
17
|
I-17-A
through I-60-A
|
|
18
|
I-18-A
through I-60-A
|
|
19
|
I-19-A
through I-60-A
|
|
20
|
I-20-A
through I-60-A
|
|
21
|
I-21-A
through I-60-A
|
|
22
|
I-22-A
through I-60-A
|
|
23
|
I-23-A
through I-60-A
|
|
24
|
I-24-A
through I-60-A
|
|
25
|
I-25-A
through I-60-A
|
|
26
|
I-26-A
through I-60-A
|
|
27
|
I-27-A
through I-60-A
|
|
28
|
I-28-A
through I-60-A
|
|
29
|
I-29-A
through I-60-A
|
|
30
|
I-30-A
through I-60-A
|
|
31
|
I-31-A
through I-60-A
|
|
32
|
I-32-A
through I-60-A
|
|
33
|
I-33-A
through I-60-A
|
|
34
|
I-34-A
through I-60-A
|
|
35
|
I-35-A
through I-60-A
|
|
36
|
I-36-A
through I-60-A
|
|
37
|
I-37-A
through I-60-A
|
|
38
|
I-38-A
through I-60-A
|
|
39
|
I-39-A
through I-60-A
|
|
40
|
I-40-A
through I-60-A
|
|
41
|
I-41-A
through I-60-A
|
|
42
|
I-42-A
through I-60-A
|
|
43
|
I-43-A
through I-60-A
|
|
44
|
I-44-A
through I-60-A
|
|
45
|
I-45-A
through I-60-A
|
|
46
|
I-46-A
through I-60-A
|
|
47
|
I-47-A
through I-60-A
|
|
48
|
I-48-A
through I-60-A
|
|
49
|
I-49-A
through I-60-A
|
|
50
|
I-50-A
through I-60-A
|
|
51
|
I-51-A
through I-60-A
|
|
52
|
I-52-A
through I-60-A
|
|
53
|
I-53-A
through I-60-A
|
|
54
|
I-54-A
through I-60-A
|
|
55
|
I-55-A
through I-60-A
|
|
56
|
I-56-A
through I-60-A
|
|
57
|
I-57-A
through I-60-A
|
|
58
|
I-58-A
through I-60-A
|
|
59
|
I-59-A
and I-60-A
|
|
60
|
I-60-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest
LT-IO.
Uncertificated
Principal Balance:
With
respect to each REMIC Regular Interest, the principal amount of such REMIC
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Principal Balance of each REMIC Regular 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 each REMIC Regular Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 5.09 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 5.09. The Uncertificated Principal Balance of
each
REMIC Regular Interest shall never be less than zero.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
average Net Mortgage Rate of the Mortgage Loans. With respect to each REMIC
I
Regular Interest ending with the designation “A”, and (a) the distribution date
beginning in December 2006 and ending immediately following the distribution
date in November 2008, a per annum rate equal to the weighted average Net
Mortgage Rate of the Mortgage Loans multiplied by 2, subject to a maximum rate
of 11.20% and (b) from the distribution date beginning in December 2008 and
ending immediately following the distribution date in November 2011, a per
annum
rate equal to the weighted average Net Mortgage Rate of the Mortgage Loans
multiplied by 2, subject to a maximum rate of 9.88%. With respect to each REMIC
I Regular Interest ending with the designation “B”, and (a) the distribution
date beginning in December 2006 and ending immediately following the
distribution date in November 2008, the greater of (x) a per annum rate equal
to
the excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage
Rate of the Mortgage Loans over (ii) 11.20% and (y) 0.00% and (b) from the
distribution date beginning in December 2008 and ending immediately following
the distribution date in November 2011, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
Mortgage Rate of the Mortgage Loans over (ii) 9.88% and (y) 0.00% .
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1A,
REMIC II Regular Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II
Regular Interest LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular
Interest LT-A4B, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
II Regular Interest LT-M5, REMIC II Regular Interest ZT-M6, REMIC II Regular
Interest LT-M7 and REMIC II Regular Interest LT-ZZ, a
per
annum rate (but not less than zero) equal to the weighted average of (w) with
respect to REMIC I Regular Interest I, the Uncertificated REMIC I Pass-Through
Rate for such REMIC I Regular Interest for each such Distribution Date, (x)
with
respect to REMIC I Regular Interests ending with the designation “B”, the
weighted average of the Uncertificated REMIC I Pass-Through Rate for such REMIC
I Regular Interests, weighted on the basis of the Uncertificated Principal
Balance of such REMIC I Regular Interests for each such Distribution Date and
(y) with respect to REMIC I Regular Interests ending with the designation “A”,
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC I Regular Interest listed below, weighted
on
the basis of the Uncertificated Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC IIIA Pass-Through Rate
|
|
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
49
|
I-49-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
50
|
I-50-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
51
|
I-51-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
52
|
I-52-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
53
|
I-53-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
54
|
I-54-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
55
|
I-55-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
56
|
I-56-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
57
|
I-57-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
58
|
I-58-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
designation “A”, over (ii) 2 multiplied by Swap LIBOR.
Uncertificated
REMIC Regular Interest:
The
REMIC I Regular Interests, REMIC II Regular Interests, Class X Interest, Class
P
Interest, Class IO Interest and REMIC VI Regular Interests.
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) 98% to the Certificates (other than the Class X, Class P and
the Residual Certificates) and (ii) 1% to each of the Class X Certificates
and
Class P Certificates. Voting rights will be allocated among the Certificates
of
each such Class in accordance with their respective Percentage Interests. The
Residual Certificates will not be allocated any voting rights.
Wachovia:
Wachovia Mortgage Corporation, and any successor thereto appointed under the
Servicing Agreement in connection with the servicing and administration of
the
Wachovia Mortgage Loans.
Wachovia
Mortgage Loans:
Those
Mortgage Loans serviced by Wachovia pursuant to the terms and provisions of
the
Servicing Agreement and identified as such on the Mortgage Loan
Schedule.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of the Interest Remittance Amount for the
Mortgage Loans for any Distribution Date, (1) the aggregate amount of any Net
Interest Shortfalls in respect of the Mortgage Loans for any Distribution Date,
to the extent not covered by excess interest, shall reduce the Interest
Remittance Amount on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each class of Senior Certificates and Mezzanine Certificates and (2) the
aggregate amount of any Realized Losses allocated to the Senior Certificates
and
Mezzanine Certificates and Basis Risk Shortfalls allocated to the Senior
Certificates and Mezzanine Certificates for any Distribution Date shall be
allocated to the Class X Certificates based on, and to the extent of, one
month’s interest at the then applicable respective Pass-Through Rate on the
Certificate Principal Balance thereof on any Distribution Date.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Regular Interests for any Distribution Date the aggregate amount of
any
Net Interest Shortfalls for any Distribution Date shall be allocated first,
to
REMIC I Regular Interest I and to the REMIC I Regular Interests ending with
the
designation “B”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Regular Interests ending with the designation “A”, pro rata based on, and to the
extent of, one month’s interest at the then applicable respective Uncertificated
REMIC I Pass-Through Rate on the respective Uncertificated Principal Balances
of
each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests for any Distribution Date:
The
aggregate amount of any Net Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated among
REMIC II Regular Interest L-AA, REMIC II Regular Interest LT-A1A, REMIC II
Regular Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II Regular
Interest LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular Interest
LT-A4B, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest
LT-M7
and REMIC II Regular Interest LT-ZZ, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC II Regular Interest.
Any
Net
Interest Shortfalls allocated to the Class X Certificates shall be deemed to
be
allocated to the Class X Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
REPRESENTATIONS
AND WARRANTIES
Section
2.01 Conveyance
of Trust Fund.
The
Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
the
Depositor, without recourse, all the right, title and interest of the Sponsor
in
and to the assets in the Trust Fund.
The
Sponsor has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans by the Depositor 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.
Concurrently
with the execution and delivery of this Agreement, the Depositor does hereby
assign to the Trustee all of its rights and interest under the Mortgage Loan
Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall
be entitled to exercise all rights of the Depositor under the Mortgage Loan
Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing
sale, transfer, assignment, set-over, deposit and conveyance does not and is
not
intended to result in creation or assumption by the Trustee of any obligation
of
the Depositor, the Sponsor or any other Person in connection with the Mortgage
Loans or any other agreement or instrument relating thereto except as
specifically set forth herein.
In
connection with such sale, the Depositor does hereby deliver to, and deposit
with the Custodian pursuant to the Custodial Agreement the documents with
respect to each Mortgage Loan as described under Section 2 of the Custodial
Agreement (the “Mortgage Loan Documents”). In connection with such delivery and
as further described in the Custodial Agreement, the Custodian will be required
to review such Mortgage Loan Documents and deliver to the Trustee, the
Depositor, the Servicers and the Sponsor certifications (in the forms attached
to the Custodial Agreement) with respect to such review with exceptions noted
thereon. In addition, under the Custodial Agreement the Depositor will be
required to cure certain defects with respect to the Mortgage Loan Documents
for
the Mortgage Loans after the delivery thereof by the Depositor to the Custodian
as more particularly set forth therein.
Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge that
the functions of the Trustee with respect to the custody, acceptance, inspection
and release of the Mortgage Files and preparation and delivery of the
certifications shall be performed by the Custodian pursuant to the terms and
conditions of the Custodial Agreement.
The
Depositor shall deliver or cause to be delivered to the related Servicer copies
of all trailing documents required to be included in the related Mortgage File
at the same time the originals or certified copies thereof are delivered to
the
Custodian, such documents including the mortgagee policy of title insurance
and
any Mortgage Loan Documents upon return from the recording office. No Servicer
shall be responsible for any custodial fees or other costs incurred in obtaining
such documents and the Depositor shall cause each Servicer to be reimbursed
for
any such costs such Servicer may incur in connection with performing its
obligations under this Agreement or the Servicing Agreement, as
applicable.
The
Mortgage Loans permitted by the terms of this Agreement to be included in the
Trust Fund are limited to (i) Mortgage Loans (which the Depositor acquired
pursuant to the Mortgage Loan Purchase Agreement, which contains, among other
representations and warranties, a representation and warranty of the Sponsor
that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
Home Ownership Act effective November 27, 2003, as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004) as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
(Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
Act,
effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9) and
(ii) Replacement Mortgage Loans (which, by definition as set forth herein and
referred to in the Mortgage Loan Purchase Agreement, are required to conform
to,
among other representations and warranties, the representation and warranty
of
the Sponsor that no Replacement Mortgage Loan is a “High-Cost Home Loan” as
defined in the New Jersey Home Ownership Act effective November 27, 2003, as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
as
defined in the Massachusetts Predatory Home Loan Practices Act, effective
November 7, 2004 (Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home
Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1
through 24-9-9). The Depositor and the Trustee on behalf of the Trust Fund
understand and agree that it is not intended that any mortgage loan be included
in the Trust Fund that is a “High-Cost Home Loan” as defined in the New Jersey
Home Ownership Act effective November 27, 2003, as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004, as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
(Mass. Xxx. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
Act,
effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through
24-9-9).
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the initial trust receipt received by it from the Custodian pursuant to the
Custodial Agreement, the Trustee acknowledges receipt, subject to the provisions
of Section 2.01 hereof and Section 2 of the Custodial Agreement, of
the Mortgage Loan Documents and all other assets included in the definition
of
“REMIC I” under clauses (i), (ii) (iii), (v) and (vi) (to the extent of amounts
deposited into the Distribution Account) and declares that it holds (or the
Custodian on its behalf holds) and will hold such documents and the other
documents delivered to it constituting a Mortgage Loan Document, and that it
holds (or the Custodian on its behalf holds) or will hold all such assets and
such other assets included in the definition of “REMIC I” in trust for the
exclusive use and benefit of all present and future
Certificateholders.
(b) In
conducting the review of the Mortgage Files in accordance with the Custodial
Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
required documents have been executed and received and whether those documents
relate to the Mortgage Loans identified in Exhibit B to this Agreement, as
supplemented. If the Custodian 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, the Sponsor shall correct or cure any
such defect or, if prior to the end of the second anniversary of the Closing
Date, the Sponsor 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 to the effect that such defect does not materially
or adversely affect the interests of the Certificateholders in such Mortgage
Loan within sixty (60) days from the date of notice from the Custodian of the
defect and if the Sponsor fails to correct or cure the defect or deliver such
opinion within such period, the Sponsor will, subject to Section 2.03,
within ninety (90) days from the notification of the Custodian purchase such
Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of the Sponsor to deliver the Mortgage,
assignment thereof to the Custodian, 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 Sponsor
shall not be required to purchase such Mortgage Loan if the Sponsor delivers
such documents promptly upon receipt, but in no event later than 360 days after
the Closing Date.
(c) No
later
than 180 days after the Closing Date, the Custodian on the Trustee’s 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 Sponsor and
the
Trustee, a final trust receipt substantially in the form annexed to the
Custodial Agreement. In conducting such review, the Custodian on the Trustee’s
behalf and in accordance with the terms of the Custodial Agreement will
ascertain whether each document required to be recorded has been returned from
the recording office with evidence of recording thereon and the Custodian on
the
Trustee’s behalf has received either an original or a copy thereof, as required
in the Custodial Agreement. If the Custodian finds that any document with
respect to a Mortgage Loan has not been received, or is unrelated to the
Mortgage Loans identified in Exhibit B or appears to be defective on its face,
the Custodian shall note such defect in the exception report attached the final
trust receipt issued pursuant to the Custodial Agreement and the Sponsor shall
correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Sponsor 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 to the
effect that such defect does not materially or adversely affect the interests
of
Certificateholders in such Mortgage Loan within sixty (60) days from the date
of
notice from the Trustee of the defect and if the Sponsor 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 Sponsor
shall, subject to Section 2.03, within ninety (90) days from the
notification from the Custodian, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
the Sponsor 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 Sponsor
shall not be required to purchase such Mortgage Loan, if the Sponsor delivers
such documents promptly upon receipt, but in no event later than 360 days after
the Closing Date.
(d) In
the
event that a Mortgage Loan is purchased by the Sponsor in accordance with
subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
the applicable Purchase Price to the Servicer for deposit in the Custodial
Account and shall provide written notice to the Securities Administrator
detailing the components of the Purchase Price, signed by an authorized officer.
Upon deposit of the Purchase Price in the Custodial Account and upon receipt
of
a request for release (in the form attached to the Custodial Agreement) with
respect to such Mortgage Loan, the Custodian, on behalf of the Trustee, will
release to the Sponsor the related Mortgage File and the Trustee shall execute
and deliver all instruments of transfer or assignment, without recourse,
furnished to it by the Sponsor, as are necessary to vest in the Sponsor 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 Custodial Account was made.
The Trustee shall promptly notify the Rating Agencies of such repurchase. The
obligation of the Sponsor 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. The Sponsor shall promptly reimburse the Trustee for
any expenses incurred by the Trustee in respect of enforcing the remedies for
such breach.
(e) The
Sponsor shall deliver to the Custodian the Mortgage Note and other documents
constituting the Mortgage File with respect to any Replacement Mortgage Loan,
which the Custodian will review as provided in the Custodial Agreement,
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 GMACM, the Master Servicer and Securities
Administrator and the Sponsor.
(a) GMACM
hereby represents and warrants to, and covenants with, the Sponsor, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee as
follows, as of the Closing Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property related to a GMACM Mortgage Loan is located or
is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to service the GMACM Mortgage Loans
in accordance with the terms of this Agreement and to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
(ii) It
has
the full power and authority to service each GMACM 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, 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
and
further subject to public policy with respect to indemnity and contribution
under applicable securities law.
(iii) The
execution and delivery of this Agreement by it, the servicing of the GMACM
Mortgage Loans by it under this Agreement, the consummation of any other of
the
transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a material breach of any term or provision of its
organizational documents or (B) materially conflict with, result in a material
breach, violation or acceleration of, or result in a material default under,
the
terms of any other material agreement or instrument to which it is a party
or by
which it may be bound, or (C) constitute a material violation of any statute,
order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) 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 in writing,
against it that would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or its ability to service the GMACM Mortgage
Loans or to perform any of its other obligations under this Agreement in
accordance with the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required,
it
has obtained the same.
(vii) GMACM
has
accurately and fully reported, and will continue to accurately and fully report,
its borrower credit files to each of the credit repositories in a timely manner
materially in accordance with the Fair Credit Reporting Act and its implementing
legislation.
(viii) GMACM
is
a member of MERS in good standing, and will comply in all material respects
with
the rules and procedures of MERS in connection with the servicing of the GMACM
Mortgage Loans that are registered with MERS.
(ix) GMACM
will not waive any Prepayment Charge with respect to a GMACM Mortgage Loan
unless it is waived in accordance with the standard set forth in
Section 3.01.
If
the
covenant of GMACM set forth in Section 2.03(a)(ix), as applicable above is
breached by GMACM, GMACM will pay the amount of such waived Prepayment Charge,
for the benefit of the Holders of the Class P Certificates, by depositing such
amount into the Custodial Account within ninety (90) days of the earlier of
discovery by GMACM or receipt of notice by GMACM of such breach. Notwithstanding
the foregoing, or anything to the contrary contained in this Agreement, GMACM
shall have no liability for a waiver of any Prepayment Charge in the event
that
GMACM’s determination to make such a waiver was made by GMACM in reliance on
information properly received by GMACM from any Person in accordance with the
terms of this Agreement.
(b) The
Sponsor hereby represents and warrants to and covenants with, the Depositor,
GMACM, the Master Servicer, the Securities Administrator and the Trustee as
follows, as of the Closing Date:
(i) The
Sponsor is duly organized, 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 Sponsor
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 this Agreement and to perform
any
of its other obligations under this Agreement in accordance with the terms
hereof.
(ii) The
Sponsor 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 Sponsor the execution, delivery
and performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Sponsor, enforceable
against the Sponsor 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 and further
subject to public policy with respect to indemnity and contribution under
applicable securities law.
(iii) The
execution and delivery of this Agreement by the Sponsor, the sale of the
Mortgage Loans by the Sponsor under this Agreement, the consummation of any
other of the transactions contemplated by this Agreement, and the fulfillment
of
or compliance with the terms hereof are in the ordinary course of business
of
the Sponsor and will not (A) result in a material breach of any term or
provision of the charter or by-laws of the Sponsor 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 Sponsor 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 Sponsor
of any court, regulatory body, administrative agency or governmental body having
jurisdiction over the Sponsor; and the Sponsor 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 Sponsor’s ability to perform or
meet any of its obligations under this Agreement.
(iv) The
Sponsor is an approved seller of conventional mortgage loans for Xxxxxx Mae
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
against the Sponsor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Sponsor
to
sell the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Sponsor
of,
or compliance by the Sponsor with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Sponsor has obtained the
same.
(vii) The
representations and warranties set forth in Section 8 of the Mortgage Loan
Purchase Agreement are true and correct as of the Closing Date.
(viii) No
Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
1994
or any comparable law and no Mortgage Loan is classified and/or defined as
a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
state, federal or local law or regulation or ordinance (or a similarly
classified loan using different terminology under a law imposing heightened
regulatory scrutiny or additional legal liability for residential mortgage
loans
having high interest rates, points and/or fees).
(ix) No
loan
is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in
Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.7 Revised (attached hereto as Exhibit K) and no Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is governed by
the
Georgia Fair Lending Act.
(x) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, predatory, abusive
lending or disclosure laws applicable to the origination and servicing of the
Mortgage Loans have been complied with in all material respects.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in Section 2.03(b)(viii), (ix) and (x) and
Section 8 of the Mortgage Loan Purchase Agreement that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt written notice thereof
to
the other parties. The Sponsor hereby covenants with respect to the
representations and warranties set forth in Section 2.03(b)(viii), (ix) and
(x) and Section 8 of the Mortgage Loan Purchase Agreement, that within
ninety (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) 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 and any such substitution pursuant to (i) above
shall not be effected prior to the additional delivery to the Custodian of
a
request for release in accordance with the Custodial Agreement. The Sponsor
shall promptly reimburse the Trustee for any expenses reasonably incurred by
the
Trustee in respect of enforcing the remedies for such breach. To enable the
related Servicer to amend the Mortgage Loan Schedule, the Sponsor shall, unless
it cures such breach in a timely fashion pursuant to this Section 2.03,
promptly notify the Trustee whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to
the
representations and warranties in Section 8 of the Mortgage Loan Purchase
Agreement that are made to the best of the Sponsor’s knowledge, if it is
discovered by any of the Depositor, the Sponsor or the Trustee that the
substance of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan,
notwithstanding the Sponsor’s lack of knowledge with respect to the substance of
such representation or warranty, the Sponsor shall nevertheless be required
to
cure, substitute for or repurchase the affected Mortgage Loan in accordance
with
the foregoing. Notwithstanding the foregoing, any breach of a representation
or
warranty contained in clauses (xxxvii), (xxxviii), (xxxix), (xl) and/or (xlv)
of
Section 8 of the Mortgage Loan Purchase Agreement shall be automatically
deemed to materially and adversely affect the interests of the
Certificateholders.
With
respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
to
the Custodian for the benefit of the Certificateholders such documents and
agreements as are required by Section 2 of the Custodial Agreement. No
substitution will be made in any calendar month after the Determination Date
for
such month. 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
Sponsor. 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 Sponsor shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The related 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 shall deliver the amended Mortgage Loan
Schedule to the Trustee, the Master Servicer and the Securities Administrator.
Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, and the Sponsor 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 8 of the Mortgage Loan Purchase Agreement with respect to such
Mortgage Loan. Upon any such substitution and the deposit into the related
Custodial Account of the amount required to be deposited therein in connection
with such substitution as described in the following paragraph and receipt
by
the Custodian of a request for release for such Mortgage Loan in accordance
with
the Custodial Agreement, the Custodian on behalf of the Trustee shall release
to
the Sponsor 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 Sponsor’s direction such instruments of transfer or assignment as
have been prepared by the Sponsor, in each case without recourse, as shall
be
necessary to vest in the Sponsor, or its respective designee, title to the
Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03. Neither the Trustee nor the Custodian shall have any further
responsibility with regard to such Mortgage File.
For
any
month in which the Sponsor substitutes one or more Replacement Mortgage Loans
for a Deleted Mortgage Loan, the Securities Administrator 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
remitted to the related Servicer for deposit in the related Custodial Account
by
the Sponsor delivering such Replacement Mortgage Loan on or before the
Determination Date for the Distribution Date relating to the Prepayment Period
during which the related Mortgage Loan was required to be purchased or replaced
hereunder.
In
the
event that the Sponsor shall be required to repurchase a Mortgage Loan, the
Purchase Price therefor shall be remitted to the related Servicer for deposit
in
the related Custodial Account, on or before the Determination Date immediately
following the date on which the Sponsor was required to repurchase such Mortgage
Loan. The Purchase Price shall be remitted by the related Servicer to the
Securities Administrator on the Remittance Date occurring in the month
immediately following the month in which the Purchase Price was deposited in
the
related Custodial Account. In addition, upon such deposit of the Purchase Price,
the delivery of an Officer’s Certificate by the Servicer (which shall be
delivered no more than two (2) Business Days following such deposit) to the
Trustee certifying that the Purchase Price has been deposited in the related
Custodial Account, the delivery of an Opinion of Counsel if required by
Section 2.05 and the receipt of a Request for Release, the Trustee shall
release the related Mortgage File held for the benefit of the related
Certificateholders to the Sponsor, and the Trustee shall execute and deliver
at
such Person’s direction the related instruments of transfer or assignment
prepared by the Sponsor, 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 Sponsor to any Mortgage Loan purchased
pursuant to this Section 2.03. It is understood and agreed that the
obligation under this Agreement of the Sponsor to cure, repurchase or replace
any Mortgage Loan as to which a breach has occurred or is continuing shall
constitute the sole remedies against the Sponsor respecting such breach
available to each Certificateholder, the Depositor or the Trustee.
(d) Xxxxx
Fargo Bank, National Association, in its capacity as Master Servicer and
Securities Administrator, hereby represents, warrants and covenants with GMACM,
the Sponsor, the Depositor and the Trustee as follows, as of the Closing
Date:
(i) It
is a
national banking association duly formed, validly existing and in good standing
under the laws of the United States of America and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by the Master Servicer;
(ii) It
has
the full power and authority to conduct its business as presently conducted
by
it and to execute, deliver and perform, and to enter into and consummate, all
transactions contemplated by this Agreement. It has duly authorized the
execution, delivery and performance of this Agreement, has duly executed and
delivered this Agreement, and this Agreement, assuming due authorization,
execution and delivery by the other parties hereto, constitutes a legal, valid
and binding obligation of the Master Servicer and the Securities Administrator,
enforceable against it in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or similar
laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity;
(iii) The
execution and delivery of this Agreement by it, its consummation of any other
of
the transactions herein contemplated, and the fulfillment of or compliance
with
the terms hereof are in its ordinary course of business and will not (A) result
in a breach of any term or provision of its charter and 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 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 a party to, bound
by, or in breach or violation of any indenture or other agreement or instrument,
or subject to or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it, which materially and adversely affects or, to its knowledge, would
in
the future materially and adversely affect, (x) its ability to perform its
obligations under this Agreement or (y) its business, operations, financial
condition, properties or assets taken as a whole;
(iv) It
does
not believe, nor does it have any reason or cause to believe, that it cannot
perform each and every covenant made by it and contained in this
Agreement;
(v) No
litigation is pending against it that would materially and adversely affect
the
execution, delivery or enforceability of this Agreement or its ability to
perform any of its other obligations hereunder in accordance with the terms
hereof,
(vi) There
are
no actions or proceedings against, or investigations known to it of, it before
any court, administrative or other tribunal (A) that might prohibit its entering
into this Agreement, (B) seeking to prevent the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or materially and
adversely affect its performance of its obligations under, or validity or
enforceability of, this Agreement; and
(vii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by it of, or
compliance by it with, this Agreement or the consummation by it of the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date.
(e) The
representations and warranties set forth in Section 2.03 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, and covenants, with GMACM, the
Sponsor, the Master Servicer, the Securities Administrator and the Trustee
as
follows, as of the date hereof and as of the Closing Date:
(i) The
Depositor is duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware and has full power and
authority (corporate and other) 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 corporate power and authority to execute, deliver and
perform, and to enter into and consummate the transactions contemplated by,
this
Agreement and has duly authorized, by all necessary corporate action on its
part, the execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and delivery hereof by
the
other parties hereto, constitutes 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, moratorium
receivership and other similar laws relating to creditors’ rights generally and
(ii) 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 and further
subject to public policy with respect to indemnity and contribution under
applicable securities 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 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 charter or by-laws 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.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with, this Agreement or the consummation
of
the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Depositor has obtained the
same.
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 Sponsor, 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, the Servicer, the Master Servicer 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 imminent, no repurchase or
substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
the
effect that such repurchase or substitution would not (i) result in the
imposition of the tax on “prohibited transactions” of any REMIC executed
hereunder or contributions after the Closing Date, as defined in sections
860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC 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 imminent default with respect to such Mortgage Loan
and (b) receipt by the Trustee of an Opinion of Counsel 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 or the Sponsor 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 five (5) Business Days of discovery) give written notice thereof to
the
other parties and the Trustee. In connection therewith, the Sponsor, at its
option, shall either (i) substitute, if the conditions in Section 2.03(c)
with respect to substitutions are satisfied, a Replacement Mortgage Loan for
the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
ninety (90) days of such discovery in the same manner as it would a Mortgage
Loan for a breach of representation or warranty contained in Section 2.03.
The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
pursuant hereto 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
contained in Section 2.03.
Section
2.06 Issuance
of the REMIC I Regular Interests.
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to the Custodian on its behalf of the related Mortgage Files, subject to the
provisions of Section 2.01 and Section 2.02, together with the assignment to
it
of all other assets included in REMIC I, the receipt of which is hereby
acknowledged. The interests evidenced by the Class R-1 Interest, together with
the REMIC I Regular Interests, constitute the entire beneficial ownership
interest in REMIC I. The rights of the Holders of the Class R-1 Interest and
REMIC I (as holder of the REMIC I Regular Interests) to receive distributions
from the proceeds of REMIC I in respect of the Class R-1 Interest and the REMIC
I Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-1 Interest and the REMIC I Regular Interests, shall
be as set forth in this Agreement.
Section
2.07 Conveyance
of the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III
Regular Interests.
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee, without recourse
all the right, title and interest of the Depositor in and to the REMIC I Regular
Interests for the benefit of the Class R-2 Interest and REMIC II (as holder
of
the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
I
Regular Interests and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of all present and future Holders of the Class
R-2
Interest and REMIC II (as holder of the REMIC I Regular Interests). The rights
of the Holder of the Class R-2 Interest and REMIC II (as holder of the REMIC
I
Regular Interests) to receive distributions from the proceeds of REMIC II in
respect of the Class R-2 Interest and the REMIC II Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-2 Interest and the REMIC II Regular Interests, shall be as set forth in this
Agreement. The Class R-2 Interest and the REMIC II Regular Interests shall
constitute the entire beneficial ownership interest in REMIC II.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee, without recourse
all the right, title and interest of the Depositor in and to the REMIC II
Regular Interests for the benefit of the Class R-3 Interest and REMIC III (as
holder of the REMIC II Regular Interests). The Trustee acknowledges receipt
of
the REMIC II Regular Interests and declares that it holds and will hold the
same
in trust for the exclusive use and benefit of all present and future Holders
of
the Class R-3 Interest and REMIC III (as holder of the REMIC II Regular
Interests). The rights of the Holder of the Class R-3 Interest and REMIC III
(as
holder of the REMIC II Regular Interests) to receive distributions from the
proceeds of REMIC III in respect of the Class R-3 Interest, the REMIC III
Certificates (other than the Class R Certificates), the Class X Interest, Class
P Interest and Class IO Interest, respectively, and all ownership interests
evidenced or constituted by the Class R-3 Interest and the REMIC III
Certificates (other than the Class R Certificates), the Class X Interest, Class
P Interest and Class IO Interest, shall be as set forth in this Agreement.
The
Class R-3 Interest and the REMIC III Certificates (other than the Class R
Certificates), the Class X Interest, Class P Interest and Class IO Interest
shall constitute the entire beneficial ownership interest in REMIC
III.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee, without recourse
all the right, title and interest of the Depositor in and to the Class X
Interest for the benefit of the Class R-4 Interest and REMIC IV (as holder
of
the Class X Interest). The Trustee acknowledges receipt of the Class X Interest
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of all present and future Holders of the Class R-4 Interest and
REMIC IV (as holder of the Class X Interest). The rights of the Holder of the
Class R-4 Interest and REMIC IV (as holder of the Class X Interest) to receive
distributions from the proceeds of REMIC IV in respect of the Class R-4
Interest, the Class X Certificates, and all ownership interests evidenced or
constituted by the Class R-4 Interest and the Class X Certificates, shall be
as
set forth in this Agreement. The Class R-4 Interest and the Class X Certificates
shall constitute the entire beneficial ownership interest in REMIC
IV.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee, without recourse
all the right, title and interest of the Depositor in and to the Class P
Interest for the benefit of the Class R-5 Interest and REMIC V (as holder of
the
Class P Interest). The Trustee acknowledges receipt of the Class P Interest
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of all present and future Holders of the Class R-5 Interest and REMIC
V
(as holder of the Class P Interest). The rights of the Holder of the Class
R-5
Interest and REMIC V (as holder of the Class P Interest) to receive
distributions from the proceeds of REMIC V in respect of the Class R-5 Interest,
the Class P Certificates, and all ownership interests evidenced or constituted
by the Class R-5 Interest and the Class P Certificates, shall be as set forth
in
this Agreement. The Class R-5 Interest and the Class P Certificates shall
constitute the entire beneficial ownership interest in REMIC V.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey 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 Class R-6 Interest and REMIC VI (as holder
of
the Class IO Interest). The Trustee acknowledges receipt of the Class IO
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Holders of the Class R-6
Interest and REMIC VI (as holder of the Class IO Interest). The rights of the
Holder of the Class R-6 Interest and REMIC VI (as holder of the Class IO
Interest) to receive distributions from the proceeds of REMIC VI in respect
of
the Class R-6 Interest, REMIC VI Regular Interest Swap-IO, and all ownership
interests evidenced or constituted by the Class R-6 Interest and REMIC VI
Regular Interest Swap-IO, shall be as set forth in this Agreement. The Class
R-6
Interest and REMIC VI Regular Interest Swap-IO shall constitute the entire
beneficial ownership interest in REMIC VI.
Section
2.08 Issuance
of the Class R Certificates and Class R-X Certificates.
(a) The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests
and
REMIC II Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, the Securities Administrator has executed, authenticated and
delivered to or upon the order of the Depositor, the Class R Certificates in
authorized denominations.
(b) The
Trustee acknowledges the assignment to it of the Class X Interest, Class P
Interest and Class IO Interest and, concurrently therewith and in exchange
therefor, pursuant to the written request of the Depositor executed by an
officer of the Depositor, the Securities Administrator has executed,
authenticated and delivered to or upon the order of the Depositor, the Class
R-X
Certificates in authorized denominations.
Section
2.09 Establishment
of Trust.
The
Depositor does hereby establish, pursuant to the further provisions of this
Agreement and the laws of the State of New York, an express trust to be known,
for convenience, as “Nomura Asset Acceptance Corporation, Alternative Loan
Trust, Series 2006-AR4” and does hereby appoint HSBC Bank USA, National
Association, as Trustee in accordance with the provisions of this
Agreement.
Section
2.10 Purpose
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make
payments 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 Trustee shall
not cause the trust to engage in any activity other than in connection with
the
foregoing or other than as required or authorized by the terms of this Agreement
while any Certificate is outstanding, and this Section 2.10 may not be amended,
without the consent of the Certificateholders evidencing 51% or more of the
aggregate voting rights of the Certificates.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS
Section
3.01 GMACM
to act as Servicer of the related Mortgage Loans.
The
obligations of GMACM hereunder to service and administer the Mortgage Loans
shall be limited to the GMAC Mortgage Loans, and with respect to the duties
and
obligations of GMACM, references herein to the related Mortgage Loans shall
be
limited to the GMACM Mortgage Loans (and the related proceeds thereof and
related REO Properties) and references to the related Servicer or such Servicer
in connection with the performance of the servicing obligations specified in
this Agreement and all obligations arising hereunder by the related Servicer
in
connection with the servicing of the related Mortgage Loans shall be deemed
to
be references to GMACM or any successor thereto responsible for the servicing
and administration of the GMACM Mortgage Loans pursuant to the terms of this
Agreement. Any reference in this Article III to the “Servicer” or the “related
Servicer” shall be deemed to refer to GMACM unless indicated otherwise, and any
references to the “Mortgage Loans” or “related Mortgage Loans” shall be deemed
to refer to the GMACM Mortgage Loans unless indicated otherwise. The Wachovia
Mortgage Loans will be serviced and administered by Wachovia pursuant to the
terms and provisions of the Servicing Agreement and Wachovia shall have no
obligation to adhere to the provisions of this Agreement in connection with
the
servicing and administration of the Wachovia Mortgage Loans. In addition, GMACM
will have no responsibility to service or administer the Wachovia Mortgage
Loans
or have any other obligation or liability with respect to the Wachovia Mortgage
Loans or the Servicing Agreement.
GMACM
shall service and administer the related Mortgage Loans on behalf of the Trust
Fund and in the best interest of and for the benefit of the Certificateholders
(as determined by GMACM in its reasonable judgment) in accordance with the
terms
of this Agreement and the related Mortgage Loans and to the extent consistent
with such terms and in accordance with and exercising the same care in
performing those practices that GMACM customarily employs and exercises in
servicing and administering mortgage loans for its own account and of the same
type as such Mortgage Loans in the jurisdiction in which the related Mortgaged
Properties are located (including, compliance with all applicable federal,
state
and local laws).
To
the
extent consistent with the foregoing, GMACM
shall
seek the timely and complete recovery of principal and interest on the Mortgage
Notes related to the Mortgage Loans and shall waive a Prepayment Charge only
under the following circumstances: (i) such waiver is standard and customary
in
servicing similar mortgage loans and (ii) either (A) such waiver is related
to a
default or reasonably foreseeable default and would, in the reasonable judgment
of GMACM, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan and, if such waiver is
made
in connection with a refinancing of the related Mortgage Loan, such refinancing
is related to a default or a reasonably foreseeable default or (B) such waiver
is made in connection with a refinancing of the related Mortgage Loan unrelated
to a default or a reasonably foreseeable default where (x) the related Mortgagor
has stated to the related Servicer an intention to refinance the related
Mortgage Loan and (y) the related Servicer has concluded in its reasonable
judgment that the waiver of such Prepayment Charge would induce such Mortgagor
to refinance with GMACM, (iii) GMACM reasonably believes such Prepayment Charge
is unenforceable in accordance with applicable law or the collection of such
related Prepayment Charge would otherwise violate applicable law or (iv) the
collection of such Prepayment Charge would be considered “predatory” pursuant to
written guidance published or issued by any applicable federal, state or local
regulatory authority acting in its official capacity and having jurisdiction
over such matters. If a Prepayment Charge is waived as permitted by meeting
both
of the standards described in clauses (i) and (ii)(B) above, then GMACM is
required to pay the amount of such waived Prepayment Charge (the “Servicer
Prepayment Charge Payment Amount”), for the benefit of the Holders of the Class
P Certificates, by depositing such amount into the related Custodial Account
within ninety (90) days of notice or discovery of such waiver meeting the
standard set forth in both clauses (i) and (ii)(B) above; provided, however,
that GMACM shall not waive more than five percent (5%) of the Prepayment Charges
(by number of Prepayment Charges) set forth on the Mortgage Loan Schedule in
accordance with clauses (i) and (ii)(B) above. Notwithstanding any other
provisions of this Agreement, any payments made by GMACM in respect of any
waived Prepayment Charges pursuant to clauses (i) and (ii)(B) above and the
preceding sentence shall be deemed to be paid outside of the Trust
Fund.
Notwithstanding
anything to the contrary contained in this Agreement, if GMACM waives a
Prepayment Charge in breach of the foregoing paragraph, GMACM will pay the
amount of such waived Prepayment Charge, from its own funds without any right
of
reimbursement, for the benefit of the Holders of the Class P Certificates,
by
depositing such amount into the Custodial Account within ninety (90) days of
the
earlier of discovery by GMACM or receipt of notice by GMACM of such breach.
Furthermore, notwithstanding any other provisions of this Agreement, any
payments made by GMACM in respect of any waived Prepayment Charges pursuant
to
this paragraph shall be deemed to be paid outside of the Trust
Fund.
Subject
only to the above-described applicable servicing standards (the “Accepted
Servicing Practices”) and the terms of this Agreement and of the respective
Mortgage Loans, GMACM 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, and (iv) subject to Section 3.09, to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan serviced by GMACM.
Without
limiting the generality of the foregoing, GMACM, 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 GMACM 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 related Mortgage Loans, and
with respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. GMACM 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 GMACM to service and administer the
related Mortgage Loans. Upon receipt of such documents, the Depositor and/or
the
Trustee shall execute such documents and deliver them to GMACM. In addition,
the
Trustee shall execute, at the written request of GMACM, and furnish to it any
special or limited powers of attorney agreeable to the Trustee and its counsel
applicable to all locations in which the Mortgaged Properties are located and
other documents necessary or appropriate to enable GMACM to carry out its
servicing and administrative duties, provided such limited powers of attorney
or
other documents shall be prepared by GMACM and submitted to the Trustee for
review prior to execution. Notwithstanding anything to the contrary herein,
the
Trustee shall in no way be liable or responsible for the willful malfeasance
of
GMACM, or for the wrongful or negligent actions taken by GMACM, while GMACM
is
acting pursuant to the powers granted to it in this paragraph.
In
accordance with the standards of the first paragraph of this Section 3.01,
GMACM shall advance or cause to be advanced funds as necessary for the purpose
of effecting the payment of taxes and assessments on the Mortgaged Properties
relating to the related Mortgage Loans in order to preserve the lien on the
related Mortgaged Property, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to
Section 3.27, and further as provided in Section 3.32. All costs
incurred by GMACM, if any, in effecting the payments of such taxes and
assessments on the related 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 related
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 Mortgaged Property has
been or is about to be conveyed by the Mortgagor, the
related 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, no Servicer shall be required
to exercise such rights with respect to a Mortgage Loan serviced by such
Servicer 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
related 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, such 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 related
Mortgage Loan shall continue to be covered (if so covered before the related
Servicer enters into such an agreement) by the applicable Required Insurance
Policies. The related 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, no Servicer shall be deemed to be in default
under this Section 3.02(a) by reason of any transfer or assumption that
such Servicer reasonably believes it is restricted by law from
preventing.
(b) Subject
to the related 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 related 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, (a) the Mortgage Rate, (b) the amount of the
Scheduled Payment, (c) the related Index, Gross Margin, Periodic Rate Cap,
Adjustment Date, Maximum Interest Rate or Minimum Mortgage Interest Rate, and
(d) any other term affecting the amount or timing of payment on the related
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the related Servicer in accordance
with
the servicing standard set forth in Section 3.01. The related Servicer
shall notify the Trustee that any such substitution or assumption agreement
has
been completed by forwarding to the Custodian 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 related Servicer for
entering into an assumption or substitution of liability agreement will be
retained by the related Servicer as additional servicing
compensation.
Section
3.03 Subservicers.
The
related 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 such Servicer of a Subservicer shall not release such
Servicer from any of its obligations hereunder with respect to the related
Mortgage Loans. Any subservicing arrangement and the terms of the related
Subservicing Agreement must provide for the servicing of such Mortgage Loans
in
a manner consistent with the servicing arrangements contemplated hereunder
and
the related Servicer shall cause any Subservicer to comply with the provisions
of this Agreement (including, without limitation, to provide the information
required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the
same
extent as if such Subservicer were the related Servicer. Each Subservicer shall
be (i) authorized to transact business in the state or states where the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx
Mae approved mortgage servicer. The related Servicer shall promptly, upon
request, provide to the Master Servicer, the Trustee and the Depositor a written
description (in form and substance satisfactory to the Master Servicer, the
Trustee and the Depositor) of the role and function of each Subservicer utilized
by such Servicer, specifying (i) the identity of each such Subservicer, (ii)
which (if any) of such Subservicer is “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (iii) which elements
of
the Servicing Criteria will be addressed in assessments of compliance provided
by each Subservicer identified pursuant to clause (ii) of this subsection;
provided, however, that no Servicer shall be required to provide the information
in clause (i) or (ii) of this subsection until such time that the applicable
assessment of compliance is due in accordance with Section 3.14 of this
Agreement. The related Servicer shall be responsible for obtaining from each
Subservicer engaged by it and delivering to the Master Servicer any annual
statement of compliance, assessment of compliance, attestation report and
Xxxxxxxx-Xxxxx related certification as and when required to be delivered.
The
related Servicer shall pay all fees of each of its Subservicers from its own
funds.
Notwithstanding
the foregoing, with respect to the related Mortgage Loans, the related Servicer
shall be entitled to outsource one or more separate servicing functions to
any
person that does not meet the eligibility requirements for a Subservicer (each
such person, a “Subcontractor”), so long as such outsourcing does not constitute
the delegation of such Servicer’s obligation to perform all or substantially all
of the servicing of the related Mortgage Loans to such Subcontractor. The
related Servicer shall promptly, upon request, provide to the Master Servicer,
the Trustee and the Depositor a written description (in form and substance
satisfactory to the Master Servicer, the Trustee and the Depositor) of the
role
and function of each Subcontractor utilized by such Servicer, specifying (i)
the
identity of each such Subcontractor, (ii) which (if any) of such Subservicer
and
Subcontractors are “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this subsection. In such
event, the use by a Servicer of any such Subcontractor shall not release such
Servicer from any of its obligations hereunder and such Servicer shall remain
responsible hereunder for all acts and omissions of such Subcontractor as fully
as if such acts and omissions were those of the related Servicer, and the
related Servicer shall pay all fees and expenses of the Subcontractor from
the
related Servicer’s own funds.
As
a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the related Servicer shall cause any such Subcontractor used
by
it for the benefit of the Master Servicer, the Trustee and the Depositor to
comply with the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement
to
the same extent as if such Subcontractor were such Servicer. The related
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Master Servicer, the Trustee and any Depositor any compliance
statement, assessment of compliance, attestation report and Xxxxxxxx-Xxxxx
related certification required to be delivered by such Subcontractor under
Section 3.13, 3.14 and 3.18, in each case as and when required to be
delivered.
At
the
cost and expense of the related Servicer, without any right of reimbursement
from the related Custodial Account, such Servicer shall be entitled to terminate
the rights and responsibilities of a Subservicer or Subcontractor and arrange
for any servicing responsibilities to be performed by a successor Subservicer
or
Subcontractor; provided, however, that nothing contained herein shall be deemed
to prevent or prohibit the related Servicer, at its option, from electing to
service the related Mortgage Loans itself. In the event that the related
Servicer’s responsibilities and duties under this Agreement are terminated
pursuant to Section 8.01, such Servicer shall at its own cost and expense
terminate the rights and responsibilities of each Subservicer and Subcontractor
with respect to the related Mortgage Loans effective as of the date of such
Servicer’s termination. The related Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of
each Subservicer and Subcontractor from such Servicer’s own funds without
reimbursement from the Trust Fund.
Notwithstanding
the foregoing, no Servicer shall be relieved of its obligations hereunder with
respect to the related Mortgage Loans and shall be obligated to the same extent
and under the same terms and conditions as if it alone were servicing and
administering the related Mortgage Loans. The related Servicer shall be entitled
to enter into an agreement with a Subservicer or Subcontractor, as applicable,
for indemnification of such Servicer by the Subservicer or Subcontractor, as
applicable, 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 or Subcontractor shall be deemed to
be
between such Subservicer or Subcontractor and the related Servicer alone, and
neither the Master Servicer nor the Trustee shall have any obligations, duties
or liabilities with respect to such Subservicer or Subcontractor including
any
obligation, duty or liability of Master Servicer or the Trustee to pay such
Subservicer’s or Subcontractor’s fees and expenses or any differential in the
amount of the servicing fee paid hereunder and the amount necessary to induce
any successor servicer to act as successor servicer under this Agreement and
the
transactions provided for in this Agreement. For purposes of remittances to
the
Securities Administrator pursuant to this Agreement, the related Servicer shall
be deemed to have received a payment on a Mortgage Loan when a Subservicer
or
Subcontractor engaged by such Servicer has received such payment.
Section
3.04 Documents,
Records and Funds in Possession of a Servicer To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the related Servicer shall transmit
to
the Trustee as required by this Agreement all documents and instruments in
respect of a Mortgage Loan serviced by such Servicer coming into the possession
of such Servicer from time to time and shall account fully to the Securities
Administrator for any funds received by such Servicer or that otherwise are
collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in
respect of any such Mortgage Loan. All Mortgage Files and funds collected or
held by, or under the control of, a Servicer in respect of any Mortgage Loans
serviced by such Servicer, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the related Custodial Account, shall be held by such 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 related Servicer also agrees that it shall not create, incur or subject
any
Mortgage File or any funds that are deposited in the related Custodial Account,
the Distribution Account or in any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy,
writ
of attachment or other encumbrance, or assert by legal action or otherwise
any
claim or right of set off against any Mortgage File or any funds collected
on,
or in connection with, a Mortgage Loan, except, however, that such Servicer
shall be entitled to set off against and deduct from any such funds any amounts
that are properly due and payable to the related Servicer under this
Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
(a) The
related Servicer shall cause to be maintained for each Mortgage Loan serviced
by
such Servicer hazard insurance with extended coverage on the Mortgaged Property
in an amount which is at least equal to the lesser of (i) the Stated Principal
Balance of such Mortgage Loan and (ii) the amount necessary to fully compensate
for any damage or loss to the improvements that are a part of such property
on a
replacement cost basis, in each case in an amount not less than such amount
as
is necessary to avoid the application of any coinsurance clause contained in
the
related hazard insurance policy. The related Servicer shall also cause to be
maintained hazard insurance with extended coverage on each REO Property in
an
amount which is at least equal to the lesser of (i) the maximum insurable value
of the improvements which are a part of such REO Property and (ii) the Stated
Principal Balance of the related Mortgage Loan at the time it became an REO
Property. The related Servicer will comply in the performance of this Agreement
with all reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts collected by the related Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the property
subject to the related Mortgage or amounts to be released to the Mortgagor
in
accordance with the procedures that such Servicer would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and in accordance with the servicing standard
set forth in Section 3.01) shall be deposited in the related Custodial
Account, subject to withdrawal pursuant to Section 3.27. Any cost incurred
by the related Servicer in maintaining any such insurance shall not, for the
purpose of calculating distributions to related Certificateholders, be added
to
the Stated Principal Balance of the related Mortgage Loan, notwithstanding
that
the terms of such Mortgage Loan so permit. It is understood and agreed that
no
earthquake or other additional insurance is to be required of any Mortgagor
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 a Mortgaged
Property or REO Property is at any time in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards and flood insurance has been made available, the related Servicer shall
cause to be maintained a flood insurance policy in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the Stated Principal
Balance of the related Mortgage Loan and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property
is
located is participating in such program).
In
the
event that the related Servicer shall obtain and maintain a blanket policy
with
an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac, or having a General Policy
Rating of B:VI or better in Best’s Key Rating Guide (or such other rating that
is comparable to such rating) insuring against hazard losses on all of the
Mortgage Loans serviced by such Servicer, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first two sentences of this
Section 3.05, it being understood and agreed that such policy may contain a
deductible clause, in which case the related Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with the first two sentences of this
Section 3.05, and there shall have been one or more losses which would have
been covered by such policy, deposit to the related Custodial Account maintained
by such Servicer from its own funds the amount not otherwise payable under
the
blanket policy because of such deductible clause. In connection with its
activities as administrator and servicer of the related Mortgage Loans, the
related Servicer agrees to prepare and present, on behalf of itself, the Trustee
and Certificateholders, claims under any such blanket policy in a timely fashion
in accordance with the terms of such policy.
(b) The
related Servicer shall keep in force during the term of this Agreement a policy
or policies of insurance covering errors and omissions for failure in the
performance of such Servicer’s obligations under this Agreement, which policy or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Mae or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless
such Servicer has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The related Servicer shall provide the Master Servicer, upon
request, with copies of such insurance policies and fidelity bond (or waiver
thereof). The related Servicer shall also maintain a fidelity bond in the form
and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless
such Servicer has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The related Servicer shall be deemed to have complied with this
provision if one of its Affiliates has such errors and omissions and fidelity
bond coverage and, by the terms of such insurance policy or fidelity bond,
the
coverage afforded thereunder extends to such Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty (30) days’ prior written notice to the Master Servicer. The related
Servicer shall also cause its Subservicers to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
related Servicer shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the applicable 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 related Servicer in respect
of
such Insurance Policies shall, within two Business Days of its receipt, be
deposited in the related Custodial Account, 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 Insurance Policies.
The
related Servicer shall not take any action that would result in noncoverage
under any applicable Insurance Policy of any loss which, but for the actions
of
such Servicer would have been covered thereunder. The related Servicer shall
use
its best efforts to keep in force and effect (to the extent that the related
Mortgage Loan requires the Mortgagor to maintain such insurance), any applicable
Insurance Policy. The related Servicer shall not cancel or refuse to renew
any
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.
Section
3.08 Reserved.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
related Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans serviced by such Servicer 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 related
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 related 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 related Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the related Custodial Account). If
a
Mortgage Loan becomes 180 days delinquent and the related Servicer, in its
reasonable good faith judgment, determines that the recovery of principal with
respect to such Mortgage Loan will not materially be in excess of the cost
of
foreclosure or other liquidation of the Mortgage Loan, then the related Servicer
will be deemed to have made a Final Recovery Determination with respect to
such
Mortgage Loan and the related Servicer may charge off such Mortgage Loan at
any
time thereafter. If the related 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 related Servicer will give
notice of any such charge-off to the Securities Administrator. The related
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 3.27. If the related Servicer has knowledge that a Mortgaged
Property that such 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 such Servicer, such Servicer
shall, prior to acquiring the Mortgaged Property, consider such risks and only
take action in accordance with its established environmental review
procedures.
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the related Certificateholders (or
the Trustee’s nominee on behalf of the related 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 related 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 related Servicer shall either itself or through an agent selected by such
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the related
Certificateholders, rent the same, or any part thereof, as such Servicer deems
to be in the best interest of such Servicer and the related Certificateholders
for the period prior to the sale of such REO Property. The related Servicer
shall prepare for and deliver to the Securities Administrator 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
Securities Administrator to comply with the reporting requirements of the REMIC
Provisions. The net monthly rental income, if any, from such REO Property shall
be deposited in the related Custodial Account no later than the close of
business on each Determination Date. The related Servicer shall perform the
tax
reporting and withholding related to foreclosures, abandonments and cancellation
of indebtedness income as specified by Sections 6050H, 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 imminent default on a Mortgage Loan,
the related 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 from the Internal Revenue Service 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. The Trustee and the Securities Administrator shall
be
supplied with an Opinion of Counsel (such opinion not to be an expense of the
Trustee, the Securities Administrator or the Trust Fund) 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 as defined in section 860F of the Code or cause REMIC I
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 REMIC I 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 related
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes.
The
decision of the related Servicer to foreclose on a defaulted Mortgage Loan
shall
be subject to a determination by such 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
related 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 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 related Custodial 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 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 related Servicer as provided above, shall be deposited in the related
Custodial Account 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 related 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,
shall be applied in the following order of priority: first, to reimburse the
related Servicer for any related unreimbursed Servicing Advances and Servicing
Fees, pursuant to Section 3.27 or this Section 3.09; second, to
reimburse the related Servicer for any unreimbursed Advances, pursuant to
Section 3.27 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 related Servicer shall determine the respective
aggregate amounts of Excess Liquidation Proceeds and Realized Losses, if any,
with respect to any Mortgage Loan for the related Prepayment Period and report
the same to the Master Servicer pursuant to Section 3.28.
(c) The
related Servicer hereby covenants to the parties hereto that it has no intent
to
foreclose on any Mortgage Loan serviced by such Servicer based on the
delinquency characteristics as of the Closing Date; provided, however, that
the
foregoing does not prevent the related Servicer from initiating foreclosure
proceedings on any date hereafter if the facts and circumstances of such
Mortgage Loans including delinquency characteristics in the related Servicer’s
discretion so warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the related Servicer shall be
entitled to retain or withdraw from the related Custodial Account out of each
payment of interest on each Mortgage Loan serviced by such Servicer included
in
the Trust Fund an amount equal to the Servicing Fee. In addition, the related
Servicer shall be entitled to recover any unpaid Servicing Fees payable to
it
out of Liquidation Proceeds, Insurance Proceeds or condemnation proceeds related
to the Mortgage Loans to the extent permitted by Section 3.27.
Additional
servicing compensation with respect to Mortgage Loans in the form of any Excess
Liquidation Proceeds, assumption fees, late payment charges, insufficient funds
charges and ancillary income to the extent such fees or charges are received
by
the related Servicer, all income and gain net of any losses realized from
Permitted Investments with respect to funds in or credited to the related
Custodial Account shall be retained by such Servicer to the extent not required
to be deposited in such Custodial Account pursuant to Section 3.27. The
related 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
herein.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The
related 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 related 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
related Servicer shall deposit all funds collected and received in connection
with the operation of any REO Property into the related Custodial
Account.
(c) The
related 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 related Servicer shall
submit a liquidation report to the Trustee containing such information as shall
be mutually acceptable to the Servicer and the Trustee with respect to such
Mortgaged Property.
Section
3.13 Annual
Statement as to Compliance.
(a) The
related Servicer, the Master Servicer and the Securities Administrator shall
deliver or otherwise make available (and shall cause each Servicing Function
Participant engaged by it to deliver) to the Depositor and the Securities
Administrator on or before March 15 of each year, commencing in March 2007,
an
Officer’s Certificate stating, as to the signer thereof, that (A) a review of
such party’s activities during the preceding calendar year or portion thereof
and of such Servicing Function Participant’s performance under this Agreement,
or such other applicable agreement in the case of a Servicing Function
Participant, has been made under such officer’s supervision and (B) to the best
of such officer’s knowledge, based on such review, such party has fulfilled all
its obligations under this Agreement, or such other applicable agreement in
the
case of a Servicing Function Participant (other than the related Servicer,
the
Master Servicer or the Securities Administrator), in all material respects
throughout such year or portion thereof, 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.
(b) (i) For
so long as the Trust Fund is subject to Exchange Act reporting requirements,
failure of the related Servicer to comply timely with this Section 3.13 shall
be
deemed a Servicer Default as to such Servicer, without any cure period, and
the
Master Servicer shall notify the Trustee and the Trustee may, in addition to
whatever rights the Master Servicer or the Trustee, as applicable, may have
under this Agreement and at law or in equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of
such Servicer under this Agreement and in and to the related Mortgage Loans
and
the proceeds thereof without compensating such Servicer for the same. The Master
Servicer or the Trustee, as applicable, shall so terminate the defaulting
Servicer by delivery of notice thereof via first class mail, facsimile or
electronic mail. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
(ii) After
the
Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
of the related Servicer to comply timely with this Section 3.13 shall be deemed
a Servicer Default as provided for in Section 8.01(a)(ix). The Master Servicer
shall notify the Trustee and the Trustee may, terminate the defaulting Servicer
by delivery of notice thereof via first class mail, facsimile or electronic
mail.
(c) The
Master Servicer shall include all annual statements of compliance received
by it
from the related Servicer and any Servicing Function Participant with its own
annual statement of compliance to be submitted to the Securities Administrator
pursuant to this Section 3.13.
(d) Copies
of
any Master Servicer annual statements of compliance required to be delivered
hereunder shall be provided to any Certificateholder upon request at the Master
Servicer’s expense.
(e) In
the
event the related Servicer, the Master Servicer, the Securities Administrator
or
any other Servicing Function Participant is terminated or resigns pursuant
to
the terms of this Agreement, or any applicable agreement in the case of such
other Servicing Function Participant, as the case may be, such party shall
provide or cause such other Servicing Function Participant to provide an
Officer’s Certificate pursuant to this Section 3.13 with respect to the period
of time it was subject to this Agreement or any other applicable agreement,
as
the case may be.
Section
3.14 Assessments
of Compliance and Attestation Reports.
(a) By
March
15 of each year, commencing in March 2007, the related Servicer, the Master
Servicer and the Securities Administrator, each at its own expense and pursuant
to Item 1122(a) of Regulation AB, shall furnish or otherwise make available,
and
shall cause any Servicing Function Participant engaged by it to furnish, which
in each case shall not be an expense of the Trust Fund, to the Securities
Administrator and the Depositor, a report on an assessment of compliance with
the Relevant Servicing Criteria that contains (A) a statement by such party
of
its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such party used the Relevant Servicing Criteria
to assess compliance with the Relevant Servicing Criteria, (C) such party’s
assessment of compliance with the Relevant Servicing Criteria for the period
consisting of the prior calendar year, including, if there has been any material
instance of noncompliance with the Relevant Servicing Criteria, a discussion
of
each such failure and the nature and status thereof, and (D) a statement that
a
registered public accounting firm has issued an attestation report on such
party’s assessment of compliance with the Relevant Servicing Criteria for the
period consisting of the prior calendar year.
(b) No
later
than the end of each calendar year, the related Servicer and the Master Servicer
shall forward to the Securities Administrator and the Depositor, the name of
each Servicing Function Participant engaged by it and what Relevant Servicing
Criteria will be addressed in the report on assessment of compliance prepared
by
such Servicing Function Participant; provided, however, that the Master Servicer
need not provide such information to the Securities Administrator so long as
the
Master Servicer and the Securities Administrator are the same entity. When
the
related Servicer and the Master Servicer (or any Servicing Function Participant
engaged by them) submit their assessments to the Securities Administrator,
such
parties will also at such time include the assessment (and attestation pursuant
to paragraph (c) below) of each Servicing Function Participant engaged by it.
Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor
shall review each such report and, if applicable, consult with the related
Servicer, the Master Servicer, the Securities Administrator and any Servicing
Function Participant engaged by such parties as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by each such
party, and (ii) the Securities Administrator shall confirm that the assessments,
taken as a whole, address all of the Servicing Criteria and taken individually
address the Relevant Servicing Criteria for each party as set forth on Exhibit
L
and on any similar exhibit set forth in the Servicing Agreement in respect
of
Wachovia, and notify the Depositor of any exceptions.
In
the
event a Servicing Function Participant is terminated, assigns its rights and
obligations under, or resigns pursuant to the terms of this Agreement, or any
other applicable agreement, as the case may be, such party shall provide, or
cause a Servicing Function Participant engaged by it to provide, a report on
assessment of compliance pursuant to this Section 3.14 with respect to the
period of time it was subject to this Agreement or any other applicable
agreement, as the case may be.
The
Master Servicer shall include such annual report on assessment of compliance
with its own assessment of compliance to be submitted to the Securities
Administrator pursuant to this Section.
(c) By
March
15 of each year, commencing in March 2007, the related Servicer, the Master
Servicer and the Securities Administrator, each at its own expense, shall cause,
and shall cause any Servicing Function Participant engaged by such party to
cause, which in each case shall not be an expense of the trust, a registered
public accounting firm (which may also render other services to such Servicing
Function Participants) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Master Servicer and
Securities Administrator to the effect that (i) it has obtained a representation
regarding certain matters from the management of such party, which includes
an
assertion that such party has complied with the Relevant Servicing Criteria,
and
(ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the PCAOB, it is
expressing an opinion as to whether such party’s compliance with the Relevant
Servicing Criteria was fairly stated in all material respects, or it cannot
express an overall opinion regarding such party’s assessment of compliance with
the Relevant Servicing Criteria. In the event that an overall opinion cannot
be
expressed, such registered public accounting firm shall state in such report
why
it was unable to express such an opinion. Such report must be available for
general use and not contain restricted use language.
Promptly
after receipt of such report from a Servicing Function Participant, the
Securities Administrator shall confirm that each assessment submitted pursuant
to paragraph (a) above is coupled with an attestation meeting the requirements
of this Section and notify the Depositor of any exceptions.
The
Master Servicer shall include each such attestation with its own attestation
to
be submitted to the Securities Administrator pursuant to this
Section.
In
the
event any Servicing Function Participant is terminated, assigns its rights
and
duties under, or resigns pursuant to the terms of this Agreement, or any other
applicable agreement, as the case may be, such party shall cause a registered
public accounting firm to provide an attestation pursuant to this Section 3.14
with respect to the period of time it was subject to this Agreement or any
applicable subservicing agreement, as the case may be.
(d) (i) For
so long as the Trust Fund is subject to Exchange Act reporting requirements,
failure of the related Servicer to comply timely with this Section 3.14 shall
be
deemed a Servicer Default as to such Servicer, automatically, without notice
and
without any cure period, and the Master Servicer shall notify the Trustee and
the Trustee may, in addition to whatever rights the Master Servicer or the
Trustee, as applicable, may have under this Agreement and at law or in equity
or
to damages, including injunctive relief and specific performance, terminate
all
the rights and obligations of such Servicer under this Agreement and in and
to
the related Mortgage Loans and the proceeds thereof without compensating the
Servicer for the same. The Trustee shall so terminate the defaulting Servicer
by
delivery of notice thereof via first class mail, facsimile or electronic mail.
This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
(ii) After
the
Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
of the related Servicer to comply timely with this Section 3.14 shall be deemed
a Servicer Default as provided for in Section 8.01(a)(ix). The Trustee may
terminate the defaulting Servicer by delivery of notice thereof via first class
mail, facsimile or electronic mail.
Section
3.15 Books
and Records.
The
related Servicer shall be responsible for maintaining, and shall maintain,
a
complete set of books and records for the Mortgage Loans serviced by such
Servicer which shall be appropriately identified in such Servicer’s computer
system to clearly reflect the ownership of the Mortgage Loans by the Trust.
In
particular, the related Servicer shall maintain in its possession, available
for
inspection by the Trustee and the Master Servicer and shall deliver to the
Trustee or the Master Servicer upon reasonable prior request and during normal
business hours, 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 related 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 related
Servicer complies with the requirements of Accepted Servicing
Practices.
The
related Servicer shall maintain with respect to each Mortgage Loan serviced
by
such Servicer and shall upon reasonable prior request and during normal business
hours make available for inspection by the Trustee and the Master Servicer
the
related servicing file during the time such Mortgage Loan is subject to this
Agreement and thereafter in accordance with applicable law.
Section
3.16 The
Trustee.
The
Trustee shall furnish the GMACM and Wachovia with any powers of attorney and
other documents prepared and submitted by the GMACM
or
Wachovia to
the
Trustee in a form as mutually agreed upon and necessary or appropriate to enable
GMACM or Wachovia to service and administer the related Mortgage Loans and
REO
Properties.
The
Trustee shall provide access to the records and documentation in possession
of
the Trustee regarding the related Mortgage Loans and REO Property and the
servicing thereof to the Certificateholders, the FDIC, and the supervisory
agents and examiners of the FDIC, such access being afforded only upon
reasonable prior written request and during normal business hours at the office
of the Trustee; provided, however, that, unless otherwise required by law,
the
Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee’s actual
costs.
The
Trustee shall execute and deliver as directed in writing by the GMACM or
Wachovia, as applicable, any court pleadings, requests for trustee’s sale or
other documents necessary or desirable to (i) the foreclosure or trustee’s sale
with respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note; (iii) obtain a deficiency
judgment against the Mortgagor; or (iv) enforce any other rights or remedies
provided by the Mortgage Note or otherwise available at law or
equity.
Section
3.17 REMIC-Related
Covenants.
For
as
long as each REMIC shall exist, the Trustee and the Securities Administrator
shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
and the Securities Administrator shall comply with any directions of the
Sponsor, the Servicers or the Master Servicer with respect to such treatment.
In
particular, the Trustee shall not (a) knowingly 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 prepared
at the expense of the Trust Fund; and (b) other than with respect to a
substitution pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, accept any contribution to
any REMIC after the Startup Day without receipt of a REMIC Opinion.
Section
3.18 Annual
Xxxxxxxx-Xxxxx Certification; Additional Information.
(a) The
related Servicer, the Master Servicer and the Securities Administrator shall
and
shall cause any Servicing Function Participant engaged by such party to, provide
to the Certifying Person, by March 15 of each year in which the Trust Fund
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
M,
upon
which the Certifying Person, the entity for which the Certifying Person acts
as
an officer, and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification
Parties”)
can
reasonably rely. The senior officer of the Master Servicer in charge of the
master servicing function shall prepare a Xxxxxxxx-Xxxxx Certification and
sign
the same on behalf of the Trust Fund serving as the “Certifying Person”. Such
officer of the Certifying Person can be contacted by e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
or
by
facsimile at (000) 000-0000. In the event the related Servicer, the Master
Servicer or the Securities Administrator, or any Servicing Function Participant
engaged by such party, is terminated or resigns pursuant to the terms of this
Agreement, or any other applicable agreement, as the case may be, such party
shall provide a Back-Up Certification to the Certifying Person pursuant to
this
Section 3.18 with respect to the period of time it was subject to this Agreement
or any other applicable agreement, as the case may be.
Notwithstanding
the foregoing, (i) the Master Servicer and the Securities Administrator shall
not be required to deliver a Back-Up Certification to each other if each is
the
same Person and the Master Servicer is the Certifying Person and (ii) the Master
Servicer shall not be obligated to execute any Xxxxxxxx-Xxxxx Certification
in
the event that it does not receive a Back-Up Certification from any party
required to deliver such Back-Up Certification pursuant to this Section or
the
Custodial Agreement; provided, however, in the event the Master Servicer shall
not be required to execute a Xxxxxxxx-Xxxxx Certification pursuant to clause
(ii), the Master Servicer shall prepare such Xxxxxxxx-Xxxxx Certification and
deliver it to the Depositor for execution.
(b) The
related Servicer shall provide (or shall cause each Subservicer or Subcontractor
to provide) to the Master Servicer, the Securities Administrator and the
Depositor prompt notice and a description of the occurrence of any of the
following:
(i) any
Servicer Default with respect to such Servicer under the terms of this
Agreement, any merger, consolidation or sale of substantially all of the assets
of such Servicer, such Servicer’s engagement of any Subservicer to perform or
assist in the performance of any of such Servicer’s obligations under this
Agreement, any material litigation or governmental proceedings involving such
Servicer (or any of its Subservicers or Subcontractors, as applicable), and
any
affiliation or other significant relationship between such Servicer (or any
of
its Subservicers or Subcontractors, as applicable) and other transaction
parties.
(ii) As
a
condition to the succession to the related Servicer or any Subservicer as
servicer or subservicer under this Agreement by any Person (i) into which such
Servicer or such Subservicer may be merged or consolidated, or (ii) which may
be
appointed as a successor to such Servicer or any Subservicer, such Servicer
shall provide to the Sponsor, Depositor, Master Servicer and Securities
Administrator at least fifteen (15) calendar days prior to the effective date
of
such succession or appointment, (x) written notice and all information
reasonably requested to the Sponsor, Depositor, Master Servicer and Securities
Administrator of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Sponsor, Depositor, Master Servicer
and Securities Administrator in order to comply with the reporting obligations
under Item 6.02 of Form 8-K.
(iii) If
the
related Servicer or any Servicing Function Participant engaged by such Servicer
has knowledge of the occurrence of any of the events described in this clause
(iii), then no later than ten days prior to the deadline for the filing of
any
Distribution Report on Form 10-D in respect of any Trust Fund that includes
any
of the Mortgage Loans serviced by such Servicer or any Subservicer, such
Servicer shall provide (or cause such Subservicer to provide) to the Master
Servicer and Securities Administrator notice of the occurrence of any of the
following events along with all information, data, and materials related thereto
as may be required to be included in the related Distribution Report on Form
10-D (as specified in the provisions of Regulation AB referenced
below):
(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
of
such Servicer (Item 1121(a)(12) of Regulation AB); and
(C) information
regarding any material pool asset changes (such as, additions, substitutions
or
repurchases).
(c) The
related Servicer shall provide to the Master Servicer and the Securities
Administrator such additional information as the Master Servicer may reasonably
request, including evidence of the authorization of the person signing any
certification or statement, financial information and reports and of the
fidelity bond and errors and omissions insurance policy required to be
maintained by such Servicer pursuant to this Agreement, and such other
information related to such Servicer or any Servicing Function Participant
engaged by such Servicer or its performance hereunder or other applicable
agreement.
Section
3.19 Release
of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
the related Servicer of a notification that payment in full has been escrowed
in
a manner customary for such purposes for payment to Certificateholders on the
next Distribution Date, such Servicer will (or if such Servicer does not, the
Master Servicer may) promptly furnish to the Trustee and the Custodian, on
behalf of the Trustee, two copies of a request for release substantially in
the
form attached to the Custodial Agreement signed by an Authorized Servicer
Representative or in a mutually agreeable electronic format which will, in
lieu
of a signature on its face, originate from an Authorized Servicer Representative
(which certification shall include a statement to the effect that all amounts
received in connection with such payment that are required to be deposited
in
the related Custodial Account pursuant to Article V have been or will be so
deposited) and shall request that the Custodian, on behalf of the Trustee,
deliver to the related Servicer the related Mortgage File. Within five (5)
Business Days of receipt of such certification and request, the Custodian,
on
behalf of the Trustee, shall release the related Mortgage File to the related
Servicer and the Trustee and the Custodian shall have no further responsibility
with regard to such Mortgage File. Upon any such payment in full, the related
Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
under the Mortgage that secured the related Mortgage Loan, an instrument of
satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction
or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood
and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
related Custodial Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan
and in accordance with this Agreement, the Trustee shall execute such documents
as shall be prepared and furnished to the Trustee by the related Servicer (in
form reasonably acceptable to the Trustee) and as are necessary to the
prosecution of any such proceedings. The Custodian, on behalf of the Trustee,
shall, upon the written request of the related Servicer, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release
signed by an Authorized Servicer Representative substantially in the form
attached to the Custodial Agreement (or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from an
Authorized Servicer Representative), release the related Mortgage File held
in
its possession or control to the related Servicer. Such request for release
shall obligate the related Servicer to return the Mortgage File to the Custodian
on behalf of the Trustee, when the need therefor by such Person no longer exists
unless the Mortgage Loan shall be liquidated, in which case, upon receipt of
a
certificate of an Authorized Servicer Representative similar to that hereinabove
specified, the Mortgage File shall be released by the Custodian, on behalf
of
the Trustee, to the related Servicer.
Section
3.20 Documents,
Records and Funds in Possession of the Servicers to be held for
Trustee.
The
related Servicer (to the extent required by this Agreement or the Servicing
Agreement, as applicable) shall transmit to the Trustee or the Custodian such
documents and instruments coming into the possession of such Servicer from
time
to time as are required by the terms hereof to be delivered to the Trustee
or
the Custodian. Any funds received by the related Servicer in respect of any
Mortgage Loan serviced by such Servicer or which otherwise are collected by
such
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan shall be held for the benefit of the Trustee and the
Certificateholders subject to the right of such Servicer to retain its Servicing
Fee and other amounts as provided in this Agreement or the related Servicing
Agreement, as applicable.
Section
3.21 Possession
of Certain Insurance Policies and Documents.
The
related Servicer shall retain possession and custody of the originals (to the
extent available) of any Insurance Policies, or certificate of insurance if
applicable, and any certificates of renewal as to the foregoing as may be issued
from time to time that comes into the possession of such Servicer, as
contemplated by this Agreement. Until all amounts distributable in respect
of
the Certificates have been distributed in full, the Trustee (or the Custodian,
as directed by the Trustee) shall retain possession and custody of each Mortgage
File in accordance with and subject to the terms and conditions of this
Agreement.
Section
3.22 [Reserved].
Section
3.23 [Reserved].
Section
3.24 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
days or more or is an REO Property, the Sponsor shall have the right to purchase
such Mortgage Loan or REO Property from the Trust Fund at a price equal to
the
Purchase Price. The Purchase Price shall be remitted to the related Servicer
for
deposit in the related Custodial Account and remitted by the Servicer to the
Securities Administrator on the Servicer Remittance Date in the month
immediately following the month in which the Purchase Price was deposited in
the
related Custodial Account.
In
addition, the Sponsor shall, at its option, purchase any Mortgage Loan from
the
Trust if the first or second Due Date for such Mortgage Loan is subsequent
to
the Cut-off Date and the first or second Monthly Payment is not made within
thirty (30) days of such Due Date. Such purchase shall be made at a price equal
to the Purchase Price.
If
at any
time the Sponsor remits to the related Servicer a payment for deposit in the
related Custodial Account covering the amount of the Purchase Price for such
a
Mortgage Loan and the related Servicer delivers an Officer’s Certificate to the
Trustee (which shall be delivered no later than two (2) Business Days following
such deposit) certifying that the Purchase Price has been deposited in the
related Custodial Account, the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Sponsor without recourse to the Sponsor
which shall succeed to all the Trustee’s, right, title and interest in and to
such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Sponsor
will thereupon own such Mortgage, and all such security and documents, free
of
any further obligation to the Trustee or the related Certificateholders with
respect thereto. The Sponsor shall be responsible for any transfer costs
incurred with respect to a Mortgage Loan purchased pursuant to this
Section 3.24.
If
the
Sponsor is required to repurchase a Mortgage Loan pursuant to this Section
3.24,
the related Servicer shall continue to service such Mortgage Loan unless the
Sponsor shall repurchase the servicing rights thereon on terms mutually agreed
to by the Sponsor and the related Servicer. Notwithstanding the foregoing,
the
Master Servicer shall have no obligation to master service any Mortgage Loan
that has been so repurchased.
Section
3.25 [Reserved].
Section
3.26 Collection
of Mortgage Loan Payments; Custodial Accounts.
(a) The
related Servicer shall make reasonable efforts in accordance with Accepted
Servicing Practices to collect all payments called for under the terms and
provisions of the related 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 related 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 Mortgage Loan serviced by such
Servicer for a period not greater than 180 days; provided, however no such
extension shall be materially adverse to the Certificateholders. In the event
of
any such arrangement, the related Servicer shall make Advances on the 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 related 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 imminent or (y) the related
Servicer delivers to the Trustee and the Securities Administrator a REMIC
Opinion, the related Servicer may, (A) amend the related Mortgage Note to reduce
the Mortgage Rate applicable thereto, and (B) amend any Mortgage Note for a
Mortgage Loan to extend the maturity thereof.
(b) The
related Servicer shall establish and maintain a segregated Custodial Account
(which shall at all times be an Eligible Account) with a depository institution
and shall be in the name of such Servicer in trust for registered holders of
Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates, Series
2006-AR4. On behalf of the Trust Fund, the related Servicer shall deposit or
cause to be deposited in the clearing account in which it customarily deposits
payments and collection on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis and in no event more than one Business
Day
after such Servicer’s receipt thereof, and shall thereafter deposit in the
related Custodial Account, in no event more than two Business Days after the
related Servicer’s receipt thereof, 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 related 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 and Subsequent
Recoveries, on the related Mortgage Loans;
(ii) all
payments on account of interest on the related Mortgage Loans net of the
Servicing Fee permitted under Section 3.10;
(iii) all
Liquidation Proceeds, Insurance Proceeds and condemnation proceeds with respect
to the related Mortgage Loans, other than proceeds to be applied to the
restoration or repair of the related Mortgaged Properties or released to the
Mortgagor in accordance with the related Servicer’s normal servicing
procedures;
(iv) any
amount required to be deposited by the related Servicer pursuant to
Section 3.26(c) in connection with any losses on Permitted
Investments;
(v) any
amounts required to be deposited by the related Servicer pursuant to
Section 3.05;
(vi) any
amounts paid by an Advance Financing Person in respect of Advances or Servicing
Advances;
(vii) any
Prepayment Charges collected by the related Servicer in connection with the
Principal Prepayment of any of the related Mortgage Loans and any Servicer
Prepayment Charge Payment Amounts;
(viii) the
Purchase Price with respect to any related Mortgage Loans purchased by the
Sponsor pursuant to Section 2.02 or 2.03, any amounts which are to be
treated pursuant to Section 2.04 of this Agreement as the payment of such a
Purchase Price and the Purchase Price with respect to any related Mortgage
Loans
purchased by the Sponsor pursuant to Section 3.24; and
(ix) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for deposit by the related Servicer into the related
Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of
late
payment charges or assumption fees, if collected, need not be deposited by
the
related Servicer. In the event that the related Servicer shall deposit any
amount not required to be deposited and not otherwise subject to withdrawal
pursuant to Section 3.27, it may at any time withdraw or direct the
institution maintaining the related Custodial Account, to withdraw such amount
from the related Custodial 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 related Custodial
Account, that describes the amounts deposited in error in such Custodial
Account. The related Servicer shall maintain adequate records with respect
to
all withdrawals made pursuant to this Section. All funds deposited in a
Custodial Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.27.
(c) The
institution that maintains any Custodial Account, or other authorized entity
shall invest the funds in such Custodial Account, in the manner directed by
the
related Servicer, in Permitted Investments which shall mature not later than
the
next succeeding Remittance Date and shall not be sold or disposed of prior
to
its maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All income and gain net
of
any losses realized from any such investment shall be for the benefit of the
related Servicer as servicing compensation and shall be remitted to it monthly
as provided herein. The amount of any losses incurred in a Custodial Account
in
respect of any such investments shall be deposited by the related Servicer
into
such Custodial Account immediately as realized, out of its own
funds.
(d) The
related Servicer shall give at least thirty (30) days’ advance notice to the
Trustee, the Securities Administrator, the Master Servicer, the Sponsor, each
Rating Agency and the Depositor of any proposed change of location of the
related Custodial Account prior to any change thereof.
Section
3.27 Permitted
Withdrawals From the Custodial Accounts.
(a) The
related Servicer may from time to time make withdrawals from the related
Custodial Account for the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the related
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 related Servicer or an Advance Financing Person for (A) any
unreimbursed Advances to the extent of amounts received which represent late
recoveries of payments of principal and/or interest (net of the related
Servicing Fees), Liquidation Proceeds and Insurance Proceeds on the related
Mortgage Loans with respect to which such Advances were made in accordance
with
the provisions of Section 5.01; and (B) any unreimbursed Advances with
respect to the final liquidation of a related Mortgage Loan that are
Nonrecoverable Advances, but only to the extent that late recoveries of payments
of principal and/or interest, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse the
related Servicer or an Advance Financing Person for such unreimbursed Advances
or (C) subject to Section 3.27(b), any unreimbursed Advances to the extent
of Amounts Held For Future Distribution funds held in the related Custodial
Account relating to the Mortgage Loans that were not included in the Available
Distribution Amount for the preceding Distribution Date;
(iii) to
reimburse itself or an Advance Financing Person for any Nonrecoverable
Advances;
(iv) to
reimburse itself from Insurance Proceeds for Insured Expenses covered by the
related Insurance Policy;
(v) to
pay
itself any unpaid Servicing Fees and to reimburse itself or any Advance
Financing Person for any unreimbursed Servicing Advances, provided, however,
that the related Servicer’s or such Advance Financing Person’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, late recoveries of payments of principal
and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
and purchase and repurchase proceeds) that represent late recoveries of the
payments for which such Servicing Advances were made;
(vi) to
pay to
the Sponsor or the Depositor with respect to each related Mortgage Loan or
property acquired in respect thereof that has been purchased pursuant to
Section 2.02, 2.03 or 3.24, 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 reimbursable pursuant to Section 7.04;
(viii) to
withdraw any amount deposited in the related Custodial Account and not required
to be deposited therein;
(ix) to
clear
and terminate the related Custodial Account upon termination of this Agreement
pursuant to Section 10.01 hereof; and
(x) to
pay
the fee payable to any provider of lender-paid mortgage insurance, if
applicable.
In
addition, no later than noon Eastern time on the Remittance Date, the related
Servicer shall withdraw from the related Custodial Account maintained by such
Servicer and remit to the Securities Administrator (a) all amounts deposited
in
such Custodial Account as of the close of business on the last day of the
related Due Period (net of charges against or withdrawals from such Custodial
Account pursuant to this Section 3.27(a)), plus (b) all Advances, if any,
which the related Servicer is obligated to make pursuant to Section 5.01,
minus (c) any amounts attributable to Principal Prepayments, Liquidation
Proceeds, Insurance Proceeds or condemnation proceeds received after the
applicable Prepayment Period, which amounts shall be remitted on the following
Remittance Date, together with any Compensating Interest required to be
deposited in such Custodial Account in connection with such Principal Prepayment
in accordance with Section 5.02, and minus (d) any amounts attributable to
Scheduled Payments collected but due on a Due Date or Due Dates subsequent
to
the first day of the month in which such Remittance Date occurs, which amounts
shall be remitted on the Remittance Date next succeeding the Due Date related
to
such Scheduled Payment.
With
respect to any remittance received by the Securities Administrator after the
Business Day on which such payment was due, the Securities Administrator shall
send written notice thereof to the related Servicer. The related Servicer shall
pay to the Securities Administrator interest on any such late payment by such
Servicer at an annual rate equal to Prime Rate (as defined in The Wall Street
Journal) plus one percentage point, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be paid by the related
Servicer to the Securities Administrator on the date such late payment is made
and shall cover the period commencing with the day following the Business Day
on
which such payment was due and ending with the Business Day on which such
payment is made, both inclusive. The payment by the related Servicer of any
such
interest, or the failure of the Securities Administrator to notify the related
Servicer of such interest, shall not be deemed an extension of time for payment
or a waiver of any Servicer Default by the related Servicer.
The
related Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
related Custodial Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
above. Prior to making any withdrawal from the related Custodial Account
pursuant to subclause (iii), the related Servicer shall deliver to the Master
Servicer an Officer’s Certificate of an Authorized Servicer Representative
indicating the amount of any previous Advance or Servicing Advance determined
by
such Servicer to be a Nonrecoverable Advance and identifying the related
Mortgage Loan(s), and their respective portions of such Nonrecoverable
Advance.
(b) Notwithstanding
the foregoing, any Amounts Held For Future Distribution withdrawn by the related
Servicer as permitted in Section 3.27(a)(ii) in reimbursement of Advances
previously made by such Servicer shall be appropriately reflected in such
Servicer’s records and replaced by such Servicer by deposit in the related
Custodial Account, no later than the close of business on any future Remittance
Date on which the funds on deposit in the related Custodial Account shall be
less than the amount required to be remitted to the Trust Fund on such
Remittance Date; provided, however that if the rating of such Servicer
(including any Successor Servicer) is less than “BBB”, such Servicer shall be
required to replace such funds by deposit to the Distribution Account, no later
than the close of business on the Remittance Date immediately following the
Due
Period or Prepayment Period for which such amounts relate. The amount at any
time credited to the related Custodial Account may be invested by such Servicer
in Permitted Investments.
Section
3.28 Reports
to Master Servicer.
Not
later
than the tenth (10th) calendar day of each month (or if such tenth calendar
day
is not a Business Day, the immediately succeeding Business Day), the related
Servicer shall furnish to the Master Servicer (i) (a) monthly loan data in
a
mutually agreed-upon format containing all of the information set forth in
Exhibit X-1, (b) default loan data in the format set forth in Exhibit X-2 hereto
(or in such other format mutually agreed-upon between such Servicer and the
Master Servicer) and (c) information regarding realized losses and gains in
the
format set forth in Exhibit X-3 hereto (or in such other format mutually agreed
between such Servicer and the Master Servicer), in each case relating to the
period ending on the last day of the preceding calendar month, (ii) all such
information required pursuant to clause (i)(a) above on a magnetic tape,
electronic mail, or other similar media reasonably acceptable to the Master
Servicer and (iii) all supporting documentation with respect to the information
required pursuant to clause (i)(c) above.
Not
later
than two (2) Business Days after the Determination Date of each calendar month,
GMACM shall furnish to the Master Servicer a monthly report containing such
information regarding prepayments of Mortgage Loans during the applicable
Prepayment Period in a format as mutually agreed to between GMACM and the Master
Servicer.
Section
3.29 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
To
the
extent required by the Mortgage Note related to a Mortgage Loan, the related
Servicer shall establish and maintain one or more accounts (each, an “Escrow
Account”) and deposit, promptly upon receipt, and retain therein all collections
from the Mortgagors (or advances by such Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the related 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 related 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 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, to remove amounts
deposited in error 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
3.30 Adjustments
to Mortgage Rate and Scheduled Payment.
On
each
applicable Adjustment Date, the Mortgage Rate with respect to each Mortgage
Loan
shall be adjusted, in compliance with the requirements of the related Mortgage
and Mortgage Note, to equal the sum of the related Index plus the Gross Margin
(rounded in accordance with the related Mortgage Note) subject to the applicable
Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum Mortgage Interest
Rate, as set forth in the Mortgage Note. The related Servicer shall execute
and
deliver the notices required by each Mortgage and Mortgage Note, applicable
laws
and regulations regarding interest rate adjustments. The related Servicer shall
also provide timely notification to the Master Servicer of all applicable data
and information regarding such interest rate adjustments and such Servicer’s
methods of implementing such interest rate adjustments. Upon the discovery
by a
Servicer or the Master Servicer that such Servicer has failed to adjust a
Mortgage Rate or a Scheduled Payment pursuant to the terms of the related
Mortgage Note and Mortgage, such Servicer shall immediately deposit in the
related Custodial Account, as applicable from its own funds the amount of any
interest loss caused thereby without reimbursement therefor.
Section
3.31 Distribution
Account.
(a) The
Securities Administrator shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders a Distribution Account as
a
segregated non-interest bearing trust account or accounts. The Securities
Administrator will deposit in the Distribution Account as identified by the
Securities Administrator and as received by the Securities Administrator, the
following amounts:
(i) All
payments and recoveries in respect of principal on the related Mortgage Loans,
including, without limitation, Principal Prepayments, Subsequent Recoveries,
Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
and recoveries in respect of interest on the related Mortgage Loans withdrawn
by
the related Servicer from the related Custodial Account and remitted by the
related Servicer to the Securities Administrator;
(ii) Any
Advance and any Compensating Interest Payments;
(iii) Any
Prepayment Charges collected by the related Servicer in connection with the
Principal Prepayment of any of the related Mortgage Loans (including any
Servicer Prepayment Charge Payment Amounts);
(iv) Any
Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
Securities Administrator or which were not deposited in the related Custodial
Account;
(v) The
Purchase Price with respect to any related Mortgage Loans purchased by the
Sponsor or Section 2.02 or 2.03, any amounts which are to be treated
pursuant to Section 2.04 of this Agreement as the payment of such a
Purchase Price, the Purchase Price with respect to any related Mortgage Loans
purchased by the Depositor pursuant to Section 3.24, and all proceeds of
any related Mortgage Loans or property acquired with respect thereto repurchased
by the Master Servicer pursuant to Section 10.01;
(vi) Any
amounts required to be deposited with respect to losses on investments of
deposits in an Account; and
(vii) Any
other
amounts received by or on behalf of the Securities Administrator and required
to
be deposited in the Distribution Account pursuant to this
Agreement.
(b) All
amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges, need not be credited by the Securities
Administrator to the Distribution Account.
(c) The
amount at any time credited to the Distribution Account may be invested by
the
Securities Administrator in Permitted Investments that mature no later than
the
Business Day prior to the next succeeding Distribution Date as directed by
the
Master Servicer, unless the investment is managed by the Securities
Administrator or an affiliate of the Securities Administrator, in which case
such Permitted Investments may mature on the Distribution Date. All such
investment income shall be for the benefit of the Master Servicer, and any
losses incurred shall be deposited by the Master Servicer in the Distribution
Account immediately as realized.
Section
3.32 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Securities Administrator will from time to time make or cause to be made such
withdrawals or transfers from the Distribution Account pursuant to this
Agreement for the following purposes, in each case to the extent not reasonably
reimbursed pursuant to Section 3.27 or otherwise:
(i) to
pay to
the Trustee any expenses recoverable by the Trustee pursuant to this
Agreement.
(ii) to
reimburse the related Servicer (or any successor thereto) for any Advance or
Servicing Advance of its own funds, the right of the related Servicer (or any
successor thereto) to reimbursement pursuant to this subclause (ii) being
limited to amounts received on a particular Mortgage Loan (including, for this
purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation Proceeds
and condemnation proceeds) which represent late payments or recoveries of the
principal of or interest on such Mortgage Loan respecting which such Advance
or
Servicing Advance was made;
(iii) to
reimburse the Master Servicer or the related Servicer (or any successor thereto)
from Insurance Proceeds or Liquidation Proceeds relating to a particular
Mortgage Loan for amounts expended by the related Servicer (or any successor
thereto) in good faith in connection with the restoration of the related
Mortgaged Property which was damaged by an uninsured cause or in connection
with
the liquidation of such Mortgage Loan;
(iv) to
reimburse the related Servicer (or any successor thereto) from Insurance
Proceeds relating to a particular Mortgage Loan for insured expenses incurred
with respect to such Mortgage Loan and to reimburse the related Servicer (or
any
successor thereto) from Liquidation Proceeds from a particular Mortgage Loan
for
Liquidation Expenses incurred with respect to such Mortgage Loan;
(v) to
reimburse the related Servicer (or any successor thereto) for advances of funds
pursuant to this Agreement, and the right to reimbursement pursuant to this
subclause being limited to amounts received on the related Mortgage Loan
(including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
Liquidation Proceeds and condemnation proceeds) which represent late recoveries
of the payments for which such advances were made;
(vi) to
reimburse the related Servicer (or any successor thereto) for any Advance or
advance, after a Realized Loss has been allocated with respect to the related
Mortgage Loan if the Advance or advance has not been reimbursed pursuant to
clauses (ii) and (v);
(vii) [reserved];
(viii) to
reimburse the Trustee or the Securities Administrator for expenses, costs and
liabilities incurred by and reimbursable to it pursuant to this Agreement
(including the expenses of the Securities Administrator in connection with
a tax
audit in connection with the performance of its obligations pursuant to
Section 9.13);
(ix) to
pay to
the Trust Fund, as additional servicing compensation, any Excess Liquidation
Proceeds to the extent not retained by the related Servicer;
(x) to
reimburse or pay the related Servicer any such amounts as are due thereto under
this Agreement or the Servicing Agreement and have not been retained by or
paid
to the related Servicer, to the extent provided herein or therein;
(xi) to
reimburse the Trustee or the Master Servicer for expenses incurred in the
transfer of servicing responsibilities of a terminated Servicer after the
occurrence and continuance of a Servicer Default to the extent not paid by
the
terminated Servicer;
(xii) to
reimburse the Master Servicer for any costs and expenses reimbursable to the
Master Servicer pursuant to this Agreement;
(xiii) to
reimburse the Custodian for expenses, costs and liabilities incurred or
reimbursable to it pursuant to this Agreement or the Custodial
Agreement;
(xiv) to
remove
amounts deposited in error; and
(xv) to
clear
and terminate the Distribution Account pursuant to
Section 10.01.
(b) The
Securities Administrator shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (ii) through
(v), inclusive, and (vii) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the
Securities Administrator without being deposited in the Distribution Account
under Section 3.31.
(c) On
each
Distribution Date, the Securities Administrator shall distribute the Available
Distribution Amount, to the extent of funds on deposit in the Distribution
Account to the holders of the Certificates in accordance with Section
5.06.
Section
3.33 Duties
of the Credit Risk Manager; Termination.
(a) The
Depositor hereby appoints Xxxxx Fargo Bank, National Association as Credit
Risk
Manager. The Credit Risk Manager shall perform certain services related to
servicer review and oversight, monitoring and reporting of various Mortgage
Loans and the Servicers’ performance, preparation of Mortgage Loan and REO
Property payment, delinquency and loss information, reconciliation of Prepayment
Charge collections by such Servicer and monitoring information related to
insurance claims and foreclosures. If the Credit Risk Manager is not also acting
as the Master Servicer, the related Servicer shall furnish to the Credit Risk
Manager a copy of all reports required to be provided by such Servicer to the
Master Servicer pursuant to Section 3.28, which reports shall be provided in
electronic format, and Xxxxx Fargo shall furnish to the Credit Risk Manager
all
reports required to provided in Section 5.02 of the Servicing Agreement as
provided therein. No later than the end of each calendar month, the Credit
Risk
Manager shall prepare and make available certain reports containing various
performance, payment, delinquency and loss information and information related
to insurance claims and foreclosures. Such reports shall be made available
through the facilities of Xxxxx Fargo’s corporate trust services website,
currently located at xxx.XXXXxxx.xxx,
and
shall be in a format and contain such content as is mutually agreed upon by
the
Sponsor and the Credit Risk Manager. None of the Trustee, the Securities
Administrator, the Servicers or the Master Servicer shall have any obligation
to
review such reports or otherwise monitor or supervise the activities of the
Credit Risk Manager.
(b) The
Transaction Parties acknowledge and agree that the reports that are compiled
and
prepared by the Credit Risk Manager are based on information provided to the
Credit Risk Manager by the Servicers, the Master Servicer and from various
unaffiliated third parties, including other Persons involved in the servicing
and administration of the related Mortgage Loans or related REO Properties.
The
Credit Risk Manager makes no representation or warranty as to the accuracy
or
completeness of any such information or data, and the Credit Risk Manager shall
not be responsible for any misstatements, omissions, errors, or inaccuracies
in
any such reports or information resulting from any misstatements, omissions,
errors, or inaccuracies in any information or data provided by third
parties.
Section
3.34 Intellectual
Property and Confidentiality.
The
Transaction Parties acknowledge and agree that the Credit Risk Manager’s and the
Servicers’ services hereunder involve the use of various data, information,
templates, processes, ideas, inventions, technology, software, algorithms,
mathematical models, analytical tools, evaluative processes, parameters,
measurements, methods, know-how, techniques, business practices,
functionalities, ideas and concepts developed or utilized by such parties or
their affiliates in connection with the performance of their obligations under
this Agreement and various other services (collectively, “Intellectual
Property”),
and
that all such Intellectual Property is the sole and exclusive property of the
respective party and its Affiliates and that no license for use of such
Intellectual Property is granted hereby or can be implied by the terms of this
Agreement or the activities of the parties hereunder. The Transaction Parties
covenant and agree to preserve the confidentiality of such Intellectual
Property, and further covenant and agree that neither the Transaction Parties
nor any of their affiliates, directors, officers, employees, agents or
representatives, including their outside counsel, auditors and advisors,
respectively, shall use (or otherwise appropriate in any respect) any such
Intellectual Property or disclose, publicize, transfer, or otherwise compromise
the value of any such Intellectual Property, unless such Transaction Party
is
required by law or court order to disclose all or any part of the Intellectual
Property or except to another Transaction Party in connection with its
obligations hereunder.
Section
3.35 Limitation
Upon Liability of Credit Risk Manager; Indemnification.
Neither
the Credit Risk Manager nor any of the directors, officers, employees, or agents
of the Credit Risk Manager shall be under any liability to any Servicer, the
Master Servicer, the Securities Administrator, the Trustee, the
Certificateholders or the Depositor for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement in reliance
upon information provided by such Servicer, the Master Servicer or any
Transaction Party or of errors in judgment; provided, however, that this
provision shall not protect the Credit Risk Manager or any such person against
any breach of representations or warranties made herein, failure to perform
its
obligations hereunder, or any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith, or gross negligence of the Credit
Risk
Manager in the performance of its duties hereunder or by reason of a breach
of
its obligations and duties under this Agreement. The Credit Risk Manager and
any
officer, employee or agent of the Credit Risk Manager 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. Subject to the terms of this
Agreement, the Credit Risk Manager shall be under no obligation to appear in,
prosecute, or defend any legal action which, in its reasonable opinion, may
involve it in any expense or liability; provided, however, that the Credit
Risk
Manager may with the consent of the applicable Transaction Party, and at such
Transaction Party’s expense, undertake any such action that it may deem
necessary or desirable in respect to this Agreement and the rights, duties,
and
the interests of the parties hereto.
The
Credit Risk Manager shall be indemnified by the Trust Fund and held harmless
thereby against any loss, liability or expense (including reasonable legal
fees
and disbursements of counsel) incurred on its part that may be sustained in
connection with, arising out of, or relating to this Agreement or any action
taken or not taken by it under this Agreement unless such claims, liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements were imposed on, incurred by or asserted against
the
Credit Risk Manager or such other Person solely as a result of (i) the breach
by
the Credit Risk Manager of its obligations hereunder, which breach would subject
the Credit Risk Manager to liability pursuant to the first paragraph of this
Section or (ii) the breach by a Transaction Party of its obligations under
this
Agreement, in which case the related Transaction Party shall indemnify the
Credit Risk Manager. Notwithstanding the foregoing, neither the Trust Fund
nor
the Transaction Parties shall indemnify the Credit Risk Manager for ordinary
costs and expenses otherwise incurred by the Credit Risk Manager in the
performance of the Credit Risk Manager’s duties under this Agreement. The
foregoing indemnification shall survive the termination of this agreement or
the
termination, removal or substitution of any party to this Agreement.
Section
3.36 Resignation
or Removal of Credit Risk Manager.
The
Credit Risk Manager may resign upon thirty (30) days’ prior written notice to
the Trustee. The Credit Risk Manager may be removed as Credit Risk Manager
hereunder upon any material breach by the Credit Risk Manager in the performance
of its duties hereunder following written notice of such breach provided by
the
Trustee at the direction of Certificateholders holding not less than a 66-2/3%
of the Voting Rights and the Credit Risk Manager’s failure to cure such breach
within a reasonable period following such notice.
ARTICLE
IV
ADMINISTRATION
AND MASTER SERVICING OF THE MORTGAGE LOANS
Section
4.01 The
Master Servicer.
The
Master Servicer shall supervise, monitor and oversee the obligation of the
Servicers
to
service and administer the Mortgage Loans in accordance with the terms of this
Agreement and the Servicing Agreement and shall have full power and authority
to
do any and all things which it may deem necessary or desirable in connection
with such master servicing and administration. In performing its obligations
hereunder, the Master Servicer shall act in a manner consistent with Accepted
Master Servicing Practices. Furthermore, the Master Servicer shall oversee
and
consult with the Servicers as necessary from time-to-time to carry out the
Master Servicer’s obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by the
Servicers and shall cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such Servicer under
this Agreement or the Servicing Agreement, as applicable. The Master Servicer
shall independently and separately monitor the servicing activities of the
Servicers with respect to each Mortgage Loan, reconcile the results of such
monitoring with such information provided in the previous sentence on a monthly
basis and coordinate corrective adjustments to the Servicers and Master
Servicer’s records, and based on such reconciled and corrected information,
provide such information relating to the Mortgage Loans to the Securities
Administrator as shall be necessary to enable it to prepare the statements
specified in Section 5.06 and any other information and statements required
to be provided by the Securities Administrator hereunder. The Master Servicer
shall reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Servicers to the Distribution Account.
The
Trustee shall furnish the Servicers and the Master Servicer with any limited
powers of attorney and other documents in form acceptable to the Trustee
necessary or appropriate to enable the Servicer and the Master Servicer to
service or master service and administer the Mortgage Loans and REO Property.
The Trustee shall have no responsibility for any action of the Master Servicer
or a Servicer pursuant to any such limited power of attorney and shall be
indemnified by the Master Servicer or the related Servicer for any cost,
liability or expense arising from the misuse thereof by the Master Servicer
or
the related Servicer.
The
Trustee, the Custodian and the Securities Administrator shall provide access
to
the records and documentation in possession of the Trustee, the Custodian or
the
Securities Administrator regarding the Mortgage Loans and REO Property and
the
servicing thereof to the Certificateholders, the FDIC, and the supervisory
agents and examiners of the FDIC, such access being afforded only upon
reasonable prior written request and during normal business hours at the office
of the Trustee, the Custodian or the Securities Administrator; provided,
however, that, unless otherwise required by law, none of the Trustee, the
Custodian or the Securities Administrator shall be required to provide access
to
such records and documentation if the provision thereof would violate the legal
right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
Administrator shall allow representatives of the above entities to photocopy
any
of the records and documentation and shall provide equipment for that purpose
at
a charge that covers the Trustee’s, the Custodian’s or the Securities
Administrator’s actual costs.
The
Trustee shall execute and deliver to the related Servicer or the Master Servicer
upon request any court pleadings, requests for trustee’s sale or other documents
necessary or desirable and, in each case, provided to the Trustee by the related
Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or any other Mortgage
Loan Document or otherwise available at law or equity.
Section
4.02 Monitoring
of Servicers.
The
Master Servicer shall be responsible for monitoring the compliance by the
Servicers with their respective duties under this Agreement and the Servicing
Agreement. In the review of each Servicer’s activities, the Master Servicer may
rely upon an officer’s certificate of such Servicer with regard to such
Servicer’s compliance with the terms of this Agreement or the Servicing
Agreement, as applicable. In the event that the Master Servicer, in its
judgment, determines that a Servicer should be terminated in accordance with
this Agreement or the Servicing Agreement, as applicable, or that a notice
should be sent pursuant to this Agreement or the Servicing Agreement, as
applicable with respect to the occurrence of an event that, unless cured, would
constitute grounds for such termination, the Master Servicer shall notify the
Sponsor and the Trustee thereof and the Master Servicer shall issue such notice
or take such other action as it deems appropriate.
The
Master Servicer, for the benefit of the Trustee and the Certificateholders,
shall enforce the obligations of the Servicers under this Agreement and the
Servicing Agreement, and the Master Servicer shall, in the event that a Servicer
fails to perform its obligations in accordance with this Agreement or the
Servicing Agreement, as applicable, subject to this Section, Article VIII
and the Servicing Agreement, terminate the rights and obligations of such
Servicer hereunder or under the Servicing Agreement, as applicable, in
accordance with the provisions of Article VIII or the Servicing Agreement,
as
applicable. The Master Servicer shall act as servicer of the related Mortgage
Loans or enter in to a new servicing agreement with a successor servicer
selected by the Master Servicer; provided, however, it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to the Master Servicer, the Trustee or such successor servicer.
Such
enforcement, including, without limitation, the legal prosecution of claims
and
the pursuit of other appropriate remedies, shall be in such form and carried
out
to such an extent and at such time as the Master Servicer in its good faith
business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer shall pay the costs of such enforcement at its own
expense, provided that the Master Servicer shall not be required to prosecute
or
defend any legal action except to the extent that the Master Servicer shall
have
received indemnity reasonably acceptable to it for its costs and expenses in
pursuing such action.
To
the
extent that the costs and expenses related to the termination of a Servicer,
appointment of a Successor Servicer or the transfer and assumption of servicing
by the Master Servicer (including, without limitation, (i) all legal costs
and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of defaulting Servicer as a result of an event
of
default by such Servicer and (ii) all costs and expenses associated with the
complete transfer of servicing, including all servicing files and all servicing
data and the completion, correction or manipulation of such servicing data
as
may be required by the Successor Servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Successor
Servicer to service the related Mortgage Loans in accordance with this Agreement
or the Servicing Agreement, as applicable) are not fully and timely reimbursed
by the terminated Servicer, the Master Servicer shall be entitled to
reimbursement of such costs and expenses from the Distribution
Account.
The
Master Servicer shall require the Servicer to comply with the remittance
requirements and other obligations set forth in this Agreement and the Servicing
Agreement.
If
the
Master Servicer acts as a Successor Servicer, it shall not assume liability
for
the representations and warranties of the terminated Servicer, if any, that
it
replaces.
Section
4.03 Fidelity
Bond.
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy that shall be in such form
and
amount generally acceptable for entities serving as master servicers or
trustees, affording coverage with respect to all directors, officers, employees
and other Persons acting on such Master Servicer’s behalf, and covering errors
and omissions in the performance of the Master Servicer’s obligations hereunder.
Any such errors and omissions policy and fidelity bond may not be cancelable
without thirty (30) days’ prior written notice to the Trustee.
Section
4.04 Power
to Act; Procedures.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Section 9.13 hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of
the ownership of the Mortgaged Property securing any Loan, in each case, in
accordance with the provisions of this Agreement; provided, however, that the
Master Servicer shall not (and, consistent with its responsibilities under
Section 4.02, shall not permit the Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, would cause any REMIC to fail to qualify as a REMIC or result
in
the imposition of a tax upon the Trust Fund (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) unless the Master Servicer has received an Opinion of Counsel (but not
at
the expense of the Master Servicer) to the effect that the contemplated action
will not cause any REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Trustee shall furnish the Master
Servicer, upon written request from a Servicing Officer or an Authorized
Servicer Representative, with any powers of attorney (in form acceptable to
Trustee) empowering the Master Servicer, or the related Servicer to execute
and
deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to
the
Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
and
the Trustee shall execute and deliver such other documents, as the Master
Servicer or the related Servicer may request, to enable the Master Servicer
to
master service and administer the Mortgage Loans and carry out its duties
hereunder, in each case in accordance with Accepted Master Servicing Practices
(and the Trustee shall have no liability for the misuse of any such powers
of
attorney by the Master Servicer or the related Servicer and shall be indemnified
by the Master Servicer or the related Servicer, as applicable, for any costs,
liabilities or expenses incurred by the Trustee in connection with such misuse).
If the Master Servicer or the Trustee has been advised that it is likely that
the laws of the state in which action is to be taken prohibit such action if
taken in the name of the Trustee or that the Trustee would be adversely affected
under the “doing business” or tax laws of such state if such action is taken in
its name, the Master Servicer shall join with the Trustee in the appointment
of
a co-trustee pursuant to Section 9.10 hereof. In the performance of its
duties hereunder, the Master Servicer shall be an independent contractor and
shall not, except in those instances where it is taking action authorized
pursuant to this Agreement to be taken by it in the name of the Trustee, be
deemed to be the agent of the Trustee.
Section
4.05 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicers to enforce such clauses in accordance with
this Agreement and the Servicing Agreement. If applicable law prohibits the
enforcement of a due-on-sale clause or such clause is otherwise not enforced
in
accordance with this Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with this Agreement or the Servicing Agreement, as applicable.
Section
4.06 Documents,
Records and Funds in Possession of Master Servicer To Be Held for
Trustee.
The
Master Servicer shall transmit to the Trustee or Custodian such documents and
instruments coming into the possession of the Master Servicer from time to
time
as are required by the terms hereof to be delivered to the Trustee or the
Custodian. Any funds received by the Master Servicer in respect of any Mortgage
Loan or which otherwise are collected by the Master Servicer as Liquidation
Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage
Loan shall be held for the benefit of the Trustee and the Certificateholders
subject to the Master Servicer’s right to retain or withdraw from the
Distribution Account the Master Servicing Compensation and other amounts
provided in this Agreement. The Master Servicer, to the extent required by
Article III or the Servicing Agreement, as applicable, shall cause each Servicer
to, provide access to information and documentation regarding the related
Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders
that are savings and loan associations, banks or insurance companies, the OTS,
the FDIC and the supervisory agents and examiners of such Office and Corporation
or examiners of any other federal or state banking or insurance regulatory
authority if so required by applicable regulations of the OTS or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices
of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.
All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer, in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and the
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 or the
related Servicer under this Agreement or the Servicing Agreement, as
applicable.
Section
4.07 Standard
Hazard Insurance and Flood Insurance Policies.
For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the related
Servicer under this Agreement or the Servicing Agreement, as applicable to
maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of
this
Agreement or the Servicing Agreement, as applicable. It is understood and agreed
that such insurance shall be with insurers meeting the eligibility requirements
set forth in this Agreement or the Servicing Agreement, as applicable and that
no earthquake or other additional insurance is to be required of any Mortgagor
or to be maintained on property acquired in respect of a defaulted Mortgage
Loan, other than pursuant to such applicable laws and regulations as shall
at
any time be in force and as shall require such additional
insurance.
Pursuant
to Section 3.31, any amounts collected by the Master Servicer, under any
insurance policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the
Mortgagor in accordance with this Agreement or the Servicing Agreement, as
applicable) shall be deposited into the Distribution Account, subject to
withdrawal pursuant to Section 3.32.
Section
4.08 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall enforce each Servicer’s obligations to prepare and present
on behalf of the Trustee and the Certificateholders all claims under any
insurance policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured’s claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to the related Servicer and remitted to the Master
Servicer) in respect of such policies, bonds or contracts shall be promptly
deposited in the Distribution 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
4.09 Maintenance
of the Primary Mortgage Insurance Policies.
The
Master Servicer shall not take, or (to the extent within its control) permit
a
Servicer (to the extent such action is prohibited under this Agreement or the
Servicing Agreement, as applicable) to take, any action that would result in
noncoverage under any primary mortgage insurance policy or any loss which,
but
for the actions of such Master Servicer or the related Servicer, would have
been
covered thereunder. The Master Servicer shall use its best reasonable efforts
to
cause the related Servicer 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 in accordance with the
provisions of this Agreement or the Servicing Agreement, as applicable. The
Master Servicer shall not, and (to the extent within its control) shall not
permit the related Servicer to, cancel or refuse to renew any primary mortgage
insurance policy that is in effect at the date of the initial issuance of the
Mortgage Note and is required to be kept in force hereunder except in accordance
with the provisions of this Agreement or the Servicing Agreement, as
applicable.
The
Master Servicer agrees to cause the related Servicer to present, on behalf
of
the Trustee and the Certificateholders, claims to the insurer under any primary
mortgage insurance policies and, in this regard, to take such reasonable action
as shall be necessary to permit recovery under any primary mortgage insurance
policies respecting defaulted Mortgage Loans. Pursuant to Section 3.31 of this
Agreement or pursuant to the Servicing Agreement, as applicable, any amounts
collected by the related Master Servicer or the Servicer under any primary
mortgage insurance policies shall be deposited by the Servicer or by the Master
Servicer in the Distribution Account, subject to withdrawal pursuant to
Section 3.32.
Section
4.10 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
The
Trustee or the Custodian, shall retain possession and custody of the originals
(to the extent available) of any primary mortgage insurance policies, or
certificate of insurance if applicable, and any certificates of renewal as
to
the foregoing as may be issued from time to time as contemplated by this
Agreement. Until all amounts distributable in respect of the Certificates have
been distributed in full and the Master Servicer and the related Servicer
otherwise have fulfilled its obligations under this Agreement or the Servicing
Agreement, as applicable, the Trustee or the Custodian shall also retain
possession and custody of each Mortgage File in accordance with and subject
to
the terms and conditions of this Agreement and the Custodial Agreement. The
Master Servicer shall promptly deliver or cause to be delivered to the Trustee
or the Custodian, upon the execution or receipt thereof the originals of any
primary mortgage insurance policies, any certificates of renewal, and such
other
documents or instruments that constitute Mortgage Loan Documents that come
into
the possession of the Master Servicer from time to time.
Section
4.11 Realization
Upon Defaulted Loans.
The
Master Servicer shall cause each Servicer to foreclose upon, repossess or
otherwise comparably convert the ownership of Mortgaged Properties securing
such
of the Mortgage Loans as come into and continue in default and as to which
no
satisfactory arrangements can be made for collection of delinquent payments,
all
in accordance with this Agreement or the Servicing Agreement, as
applicable.
Section
4.12 Compensation
for the Master Servicer.
As
compensation for its services hereunder, the Master Servicer shall be entitled
to receive the Master Servicing Fee and to retain all income and gain realized
from any investment of funds in the Distribution Account. The Master Servicer
shall be required to pay all expenses incurred by it in connection with its
activities hereunder and shall not be entitled to reimbursement therefor except
as provided in this Agreement.
The
amount of the Master Servicing Compensation payable to the Master Servicer
in
respect of any Distribution Date shall be reduced in accordance with
Section 4.14.
Section
4.13 REO
Property.
In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
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 cause the related Servicer to sell, and the related Servicer agrees to
sell, any REO Property as expeditiously as possible and in accordance with
the
provisions of this Agreement or the Servicing Agreement, as applicable. Further,
the Master Servicer shall cause each Servicer to sell any REO Property prior
to
three years after the end of the calendar year of its acquisition by REMIC
I,
unless (i) the Trustee and the Securities Administrator shall have been supplied
with an Opinion of Counsel to the effect that the holding by the Trust Fund
of
such REO Property subsequent to such three-year period will not result in the
imposition of taxes on “prohibited transactions” of any REMIC hereunder as
defined in Section 860F of the Code or cause any REMIC hereunder 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) or (ii) the related Servicer
shall have applied for, prior to the expiration of such three-year period,
an
extension of such three-year period in the manner contemplated by
Section 856(e)(3) of the Code, in which case the three-year period shall be
extended by the applicable extension period. The Master Servicer shall cause
each Servicer to protect and conserve, such REO Property in the manner and
to
the extent required by this Agreement, in accordance with the REMIC Provisions
and in a manner that does not result in a tax on “net income from foreclosure
property” or cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the
Code.
The
Master Servicer shall cause each Servicer to deposit all funds collected and
received in connection with the operation of any REO Property in the related
Custodial Account.
The
Master Servicer and the related Servicer upon the final disposition of any
REO
Property, shall be entitled to reimbursement for any related unreimbursed
Advances and other unreimbursed advances as well as any unpaid Servicing Fees
from Liquidation Proceeds received in connection with the final disposition
of
such REO Property; provided, that any such unreimbursed Advances 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
4.14 Obligation
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
The
Master Servicer shall deposit in the Distribution Account not later than each
Distribution Date an amount equal to the lesser of (i) the aggregate amounts
required to be paid by the related Servicer under this Agreement or the
Servicing Agreement, as applicable with respect to Prepayment Interest
Shortfalls on the Mortgage Loans serviced by such Servicer for the related
Distribution Date, and not so paid by such Servicer and (ii) the Master
Servicing Compensation (exclusive of the portion of the Master Servicing Fee
payable to the Credit Risk Manager) for such Distribution Date without
reimbursement therefor.
ARTICLE
V
ADVANCES
AND DISTRIBUTIONS
Section
5.01 Advances;
Advance Facility.
(a) Each
Servicer shall make an Advance with respect to any Mortgage Loan serviced by
such Servicer and deposit such Advance in the Distribution Account no later
than
noon Eastern time on the Remittance Date in immediately available funds. A
Servicer shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If a 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,
such Servicer shall deliver (i) to the Securities Administrator for the benefit
of the Certificateholders funds constituting the remaining portion of such
Advance, if applicable, and (ii) to the Depositor, each Rating Agency and the
Master Servicer an Officer’s Certificate setting forth the basis for such
determination.
In
lieu
of making all or a portion of such Advance from its own funds, a Servicer may
(i) cause to be made an appropriate entry in its records relating to the related
Custodial Account that any Amounts Held for Future Distribution has been used
by
the Servicer in discharge of its obligation to make any such Advance and (ii)
transfer such funds from the related Custodial Account to the Distribution
Account. Any funds so applied and transferred shall be replaced by the related
Servicer by deposit in the Distribution Account, no later than the close of
business on any future Remittance Date on which the funds on deposit in the
related Custodial Account shall be less than the amount required to be remitted
to the Securities Administrator on such Remittance Date; provided, however
that
if the rating of the related Servicer (including any Successor Servicer) is
less
than “BBB”, the related Servicer shall be required to replace such funds by
deposit to the Distribution Account, no later than the close of business on
the
Remittance Date immediately following the Due Period or Prepayment Period for
which such amounts relate.
Each
Servicer shall be entitled to be reimbursed from the related Custodial Account
for all Advances of its own funds made pursuant to this Section as provided
in Section 3.27 or pursuant to the Servicing Agreement, as applicable. 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
that a Servicer fails to make such Advance, then the Master Servicer, as
successor to such Servicer shall be obligated to make such Advance only to
the
extent such Advance, if made, would not constitute a Nonrecoverable Advance,
subject to the provisions of Sections 5.01 and 8.02.
(b) (i)
The
related Servicer is hereby authorized to enter into a financing or other
facility (any such arrangement, an “Advance Facility”), the documentation for
which complies with Section 5.01(b)(v) below, under which (1) such Servicer
assigns or pledges its rights under this Agreement to be reimbursed for any
or
all Advances and/or Servicing Advances to (i) a Person, which may be a
special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may
simultaneously assign or pledge such rights to an SPV or (iii) a lender (a
“Lender”), which, in the case of any Person or SPV of the type described in
either of the preceding clauses (i) or (ii), may directly or through other
assignees and/or pledgees, assign or pledge such rights to a Person, which
may
include a trustee acting on behalf of holders of debt instruments (any such
Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance
Financing Person agrees to fund all the Advances and/or Servicing Advances
required to be made by the Servicer pursuant to this Agreement. No consent
of
the Trustee, the Securities Administrator, the Master Servicer, the
Certificateholders or any other party shall be required before the Servicer
may
enter into an Advance Facility nor shall the Trustee, the Securities
Administrator, the Master Servicer or the Certificateholders be a third party
beneficiary of any obligation of an Advance Financing Person to such Servicer.
Notwithstanding the existence of any Advance Facility under which an Advance
Financing Person agrees to fund Advances and/or Servicing Advances, (A) such
Servicer (i) shall remain obligated pursuant to this Agreement to make Advances
and/or Servicing Advances pursuant to and as required by this Agreement and
(ii)
shall not be relieved of such obligations by virtue of such Advance Facility
and
(B) neither the Advance Financing Person nor any Servicer Assignee (as
hereinafter defined) shall have any right to proceed against or otherwise
contact any Mortgagor for the purpose of collecting any payment that may be
due
with respect to any related Mortgage Loan or enforcing any covenant of such
Mortgagor under the related Mortgage Loan documents.
(ii) If
the
related Servicer enters into an Advance Facility, such Servicer and the related
Advance Financing Person shall deliver to the Master Servicer and the Securities
Administrator at the address set forth in Section 11.05 hereof no later
than the Remittance Date immediately following the effective date of such
Advance Facility a written notice (an “Advance Facility Notice”), stating (a)
the identity of the Advance Financing Person and (b) the identity of the Person
(the “Servicer’s Assignee”) that will, subject to Section 5.01(b)(iii)
hereof, have the right to make withdrawals from the Custodial Account pursuant
to Section 3.27 hereof to reimburse previously unreimbursed Advances and/or
Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement
Amounts (i) shall consist solely of amounts in respect of Advances and/or
Servicing Advances for which the related Servicer would be permitted to
reimburse itself in accordance with Section 3.27 hereof, assuming the
related Servicer had made the related Advance(s) and/or Servicing Advance(s)
and
(ii) shall not consist of amounts payable to a successor Servicer in accordance
with Section 3.27 hereof to the extent permitted under
Section 5.01(b)(v) below.
(iii) Notwithstanding
the existence of an Advance Facility, the related Servicer, on behalf of the
Advance Financing Person and the Servicer’s Assignee, shall be entitled to
receive reimbursements of Advances and/or Servicing Advances in accordance
with
Section 3.27 hereof, which entitlement may be terminated by the Advance
Financing Person pursuant to a written notice to the Master Servicer and the
Securities Administrator in the manner set forth in Section 11.05 hereof.
Upon receipt of such written notice, the related Servicer shall no longer be
entitled to receive reimbursement for any Advance Reimbursement Amounts and
the
Servicer’s Assignee shall immediately have the right to receive from the related
Custodial Account all Advance Reimbursement Amounts. Notwithstanding the
foregoing, and for the avoidance of doubt, (i) the related Servicer and/or
the
Servicer’s Assignee shall only be entitled to reimbursement of Advance
Reimbursement Amounts hereunder from withdrawals from the related Custodial
Account pursuant to Section 3.27 of this Agreement and shall not otherwise
be entitled to make withdrawals or receive amounts that shall be deposited
in
the Distribution Account pursuant to Section 3.31 hereof, and (ii) none of
the Trustee or the Certificateholders shall have any right to, or otherwise
be
entitled to, receive any Advance Reimbursement Amounts to which the related
Servicer or the Servicer’s Assignee, as applicable, shall be entitled pursuant
to Section 3.27 hereof. An Advance Facility may be terminated by the joint
written direction of the related Servicer and the related Advance Financing
Person. Written notice of such termination shall be delivered to the Trustee
in
the manner set forth in Section 11.05 hereof. None of the Depositor, Master
Servicer, the Securities Administrator or the Trustee shall, as a result of
the
existence of any Advance Facility, have any additional duty or liability with
respect to the calculation or payment of any Advance Reimbursement Amount,
nor,
as a result of the existence of any Advance Facility, shall the Depositor,
Master Servicer, the Securities Administrator or the Trustee have any additional
responsibility to track or monitor the administration of the Advance Facility
or
the payment of Advance Reimbursement Amounts to the Servicer’s Assignee. The
related Servicer shall indemnify the Master Servicer, the Securities
Administrator, Depositor, the Trustee, any successor Servicer and the Trust
Fund
for any claim, loss, liability or damage resulting from any claim by the related
Advancing Financing Person, except to the extent that such claim, loss,
liability or damage resulted from or arose out of gross negligence, recklessness
or willful misconduct on the part of the Master Servicer, the Securities
Administrator, Depositor, the Trustee or any successor Servicer, as the case
may
be. The related Servicer shall maintain and provide to any successor Servicer
and, upon request, the Trustee a detailed accounting on a loan-by-loan basis
as
to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Financing Person. The successor Servicer shall be entitled to rely on any such
information provided by the related Servicer, and the successor Servicer shall
not be liable for any errors in such information.
(iv) An
Advance Financing Person who receives an assignment or pledge of rights to
receive Advance Reimbursement Amounts and/or whose obligations are limited
to
the funding of Advances and/or Servicing Advances pursuant to an Advance
Facility shall not be required to meet the criteria for qualification as a
Servicer under this Agreement.
(v) As
between the related Servicer and its Advance Financing Person, on the one hand,
and a successor Servicer and its Advance Financing Person, if any, on the other
hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to
each
Mortgage Loan as to which an Advance and/or Servicing Advance shall have been
made and be outstanding shall be allocated on a “first-in, first out” basis. In
the event the Servicer’s Assignee shall have received some or all of an Advance
Reimbursement Amount related to Advances and/or Servicing Advances that were
made by a Person other than the related Servicer or its related Advance
Financing Person in error, then the Servicer’s Assignee shall be required to
remit any portion of such Advance Reimbursement Amount to each Person entitled
to such portion of such Advance Reimbursement Amount. Without limiting the
generality of the foregoing, the related Servicer shall remain entitled to
be
reimbursed by the Advance Financing Person for all Advances and/or Servicing
Advances funded by the related Servicer to the extent the related Advance
Reimbursement Amounts have not been assigned or pledged to such Advance
Financing Person or the Servicer’s Assignee.
(vi) For
purposes of any Officer’s Certificate of the related Servicer delivered pursuant
to Section 5.01(a), any Nonrecoverable Advance referred to therein may have
been made by the related Servicer. In making its determination that any Advance
or Servicing Advance theretofore made has become a Nonrecoverable Advance,
the
related Servicer shall apply the same criteria in making such determination
regardless of whether such Advance or Servicing Advance shall have been made
by
the related Servicer.
(vii) Any
amendment to this Section 5.01(b) or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an Advance
Facility as described generally in this Section 5.01(b), including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Master Servicer, the Securities Administrator, the Trustee, the
Depositor and the related Servicer without the consent of any Certificateholder,
provided such amendment complies with Section 11.01 hereof. All reasonable
costs and expenses (including attorneys’ fees) of each party hereto of any such
amendment shall be borne solely by the related Servicer. The parties hereto
hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances
financed by and/or pledged to an Advance Financing Person under any Advance
Facility are obligations owed to the related Servicer payable only from the
cash
flows and proceeds received under this Agreement for reimbursement of Advances
and/or Servicing Advances only to the extent provided herein, and none of the
Master Servicer, the Securities Administrator, the Trustee or the Trust Fund
are, as a result of the existence of any Advance Facility, obligated or liable
to repay any Advances and/or Servicing Advances financed by the Advance
Financing Person; (b) the Servicer will be responsible for remitting to the
Advance Financing Person the applicable amounts collected by it as reimbursement
for Advances and/or Servicing Advances funded by the Advance Financing Person,
subject to the provisions of this Agreement; and (c) none of the Master
Servicer, the Securities Administrator or the Trustee shall have any
responsibility to track or monitor the administration of the financing
arrangement between the related Servicer and any Advance Financing
Person.
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 related Servicer shall, to the extent of one-half of the
Servicing Fee with respect to such Servicer for such Distribution Date, deposit
into the related Custodial Account, as a reduction of and to the extent of,
one-half of the Servicing Fee with respect to such Servicer for such
Distribution Date, no later than the close of business on the Remittance Date
immediately preceding such Distribution Date, an amount equal to the Prepayment
Interest Shortfall; and in case of such deposit, the related Servicer shall
not
be entitled to any recovery or reimbursement from the Depositor, the Trustee,
the Sponsor, the Trust Fund, the Master Servicer or the
Certificateholders.
Section
5.03 REMIC
Distributions.
On
each
Distribution Date the Securities Administrator, shall be deemed to allocate
distributions to the REMIC Regular Interests in accordance with
Section 5.11 hereof.
Section
5.04 Reserved.
Section
5.05 Reserved.
Section
5.06 Distributions
on the Certificates.
(a) On
each
Distribution Date, the Securities Administrator will withdraw funds on deposit
in the Distribution Account and make distributions to the Certificateholders
in
the following order of priority:
(i) On
each
Distribution Date, the Interest Remittance Amount for such Distribution Date
will be paid in the following order of priority:
(A) to
the
Supplemental Interest Trust, any Net Swap Payment and any Swap Termination
Payment owed to the Swap Provider (unless the Swap Provider is the sole
Defaulting Party or the sole Affected Party (as defined in the ISDA Master
Agreement) and to the extent not paid by the Securities 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);
(B) concurrently,
to the Senior Certificates, pro rata based on the entitlement of each such
Class, Current Interest and any Carryforward Interest for each such Class and
such Distribution Date;
(C) to
the
Class M-1 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date;
(D) to
the
Class M-2 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date;
(E) to
the
Class M-3 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date;
(F) to
the
Class M-4 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date;
(G) to
the
Class M-5 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date;
(H) to
the
Class M-6 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date;
(I) to
the
Class M-7 Certificates, Current Interest and any Carryforward Interest for
such
Class and Distribution Date; and
(J) for
application as part of Monthly Excess Cashflow for such Distribution Date,
any
Interest Remittance Amount remaining after application pursuant to clauses
(A)
through (I) above (such amount, “Monthly Excess Interest”) for such Distribution
Date.
(ii) The
Principal Payment Amount will be paid on each Distribution Date as
follows:
A. On
each
Distribution Date (x) prior to the Stepdown Date or (y) with respect to which
a
Trigger Event is in effect, the Principal Payment Amount will be paid in the
following order of priority:
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(i)
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to
the Supplemental Interest Trust, any Net Swap Payment and any Swap
Termination Payment owed to the Swap Provider (unless the Swap Provider
is
the sole Defaulting Party or the sole Affected Party (as defined
in the
ISDA Master Agreement and to the extent not paid by the Securities
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)) to the extent not paid from
the
Interest Remittance Amount on such Distribution Date;
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(ii)
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concurrently,
to the Senior Certificates as follows:
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(1)
to the Class A-1A Certificates and Class A-1B Certificates, the Class
A-1
Allocation Percentage of the Principal Payment Amount remaining after
distribution to the Supplemental Interest Trust pursuant to clause
(i)
above, on a pro rata basis, based on their respective Certificate
Principal Balances, until the Certificate Principal Balance of each
such
Class has been reduced to zero; and
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(2)
the Senior Sequential Allocation Percentage of the Principal Payment
Amount remaining after distributions to the Supplemental Interest
Trust
pursuant to clause (i) above, in the following order of
priority:
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(a)
to the Class A-2 Certificates, until its Certificate Principal Balance
has
been reduced to zero;
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(b)
to the Class A-3 Certificates, until its Certificate Principal Balance
has
been reduced to zero; and
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(c)
concurrently, to the Class A-4A Certificates and the Class A-4B
Certificates, on a pro rata basis, based on their respective Certificate
Principal Balances, until the Certificate Principal Balance of each
such
Class has been reduced to zero;
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(iii)
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to
the Class M-1 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(iv)
|
to
the Class M-2 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(v)
|
to
the Class M-3 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(vi)
|
to
the Class M-4 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(vii)
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to
the Class M-5 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(viii)
|
to
the Class M-6 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(ix)
|
to
the Class M-7 Certificates, until its Certificate Principal Balance
is
reduced to zero; and
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(x)
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for
application as part of Monthly Excess Cashflow for such Distribution
Date
pursuant to subclause (iii) below, any such Principal Payment Amount
remaining after application pursuant to clauses A(i) through (ix)
above.
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B. On
each
Distribution Date (x) on or after the Stepdown Date and (y) with respect to
which a Trigger Event is not in effect, the Principal Payment Amount will be
paid in the following order of priority:
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(i)
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(ii)
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concurrently,
to the Senior Certificates, the Senior Principal Payment Amount,
as
follows:
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(1)
to the Class A-1A Certificates and Class A-1B Certificates, the Class
A-1
Allocation Percentage of the Senior Principal Payment Amount, on
a pro
rata basis, based on their respective Certificate Principal Balances,
until the Certificate Principal Balance of each such Class has been
reduced to zero; and
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(2)
the Senior Sequential Allocation Percentage of the Senior Principal
Payment Amount, in the following order of priority:
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|
(a)
to the Class A-2 Certificates, until its Certificate Principal Balance
has
been reduced to zero;
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|
(b)
to the Class A-3 Certificates, until its Certificate Principal Balance
has
been reduced to zero; and
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|
(c)
concurrently, to the Class A-4A Certificates and the Class A-4B
Certificates, on a pro rata basis, based on their respective Certificate
Principal Balances, until the Certificate Principal Balance of each
such
Class has been reduced to zero;
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(iii)
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to
the Class M-1 Certificates, the Class M-1 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero;
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(iv)
|
to
the Class M-2 Certificates, the Class M-2 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero;
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(v)
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to
the Class M-3 Certificates, the Class M-3 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero;
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(vi)
|
to
the Class M-4 Certificates, the Class M-4 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero;
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(vii)
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to
the Class M-5 Certificates, the Class M-5 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero;
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(viii)
|
to
the Class M-6 Certificates, the Class M-6 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero;
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(ix)
|
to
the Class M-7 Certificates, the Class M-7 Principal Payment Amount
for
such Distribution Date, until its Certificate Principal Balance is
reduced
to zero; and
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(x)
|
for
application as part of Monthly Excess Cashflow for such Distribution
Date
pursuant to clause (iii) below, any such Principal Payment Amount
remaining after application pursuant to clauses B(i) through (ix)
above.
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Notwithstanding
the priority of distributions described above with respect to the Senior
Certificates, on any Distribution Date which occurs after the Certificate
Principal Balances of the Mezzanine Certificates have been reduced to zero
distributions in respect of principal to the Senior Certificates will be made
on
a pro rata basis, based on the Certificate Principal Balance of each such Class,
until the Certificate Principal Balance of each such Class has been reduced
to
zero.
(iii) On
each
Distribution Date, the Monthly Excess Cashflow will be distributed in the
following order of priority:
(A)(i) until
the
aggregate Certificate Principal Balance of the Senior Certificates and Mezzanine
Certificates equals the Aggregate Loan Balance for such Distribution Date minus
the Targeted Overcollateralization Amount for such Distribution Date, on each
Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period to the extent received or advanced, unscheduled collections of principal
received during the related Prepayment Period and after reduction for Realized
Losses on the Mortgage Loans incurred during the related Due Period)
(x)
prior to the Stepdown Date or (y) with respect to which a Trigger Event is
in
effect, to the extent of Monthly Excess Interest for such Distribution Date,
to
the Senior Certificates and Mezzanine Certificates, in the following order
of
priority:
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(1)
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Concurrently,
to the Senior Certificates as follows:
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(a)
to the Class A-1A Certificates and Class A-1B Certificates, the Class
A-1
Allocation Percentage of the Monthly Excess Cashflow, on a pro rata
basis,
based on their respective Certificate Principal Balances, until the
Certificate Principal Balance of each such Class has been reduced
to zero;
and
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(b)
the Senior Sequential Allocation Percentage of the Monthly Excess
Cashflow, in the following order of priority:
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|
(I)
to the Class A-2 Certificates, until its Certificate Principal Balance
has
been reduced to zero;
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|
(II)
to the Class A-3 Certificates, until its Certificate Principal Balance
has
been reduced to zero; and
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|
(III)
concurrently, to the Class A-4A Certificates and the Class A-4B
Certificates, on a pro rata basis, based on their respective Certificate
Principal Balances, until the Certificate Principal Balance of each
such
Class has been reduced to zero;
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(2)
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To
the Class M-1 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(3)
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To
the Class M-2 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(4)
|
To
the Class M-3 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(5)
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To
the Class M-4 Certificates, until its Certificate Principal Balance
is
reduced to zero; and
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(6)
|
To
the Class M-5 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(7)
|
To
the Class M-6 Certificates, until its Certificate Principal Balance
is
reduced to zero; and
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(8)
|
To
the Class M-7 Certificates, until its Certificate Principal Balance
is
reduced to zero;
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(ii) on
each
Distribution Date on or after the Stepdown Date and with respect to which a
Trigger Event is not in effect, to fund any principal distributions required
to
be made on such Distribution Date set forth in Section 5.06(ii)B after
giving effect to the distribution of the Principal Payment Amount for such
date,
in accordance with the priorities set forth therein;
(B) to
the
Senior Certificates, any Deferred Amount for each such Class, concurrently
on a
pro rata basis, based on the amount due with respect to each such
Class;
(C) to
the
Class M-1 Certificates, any Deferred Amount for such Class;
(D) to
the
Class M-2 Certificates, any Deferred Amount for such Class;
(E) to
the
Class M-3 Certificates, any Deferred Amount for such Class;
(F) to
the
Class M-4 Certificates, any Deferred Amount for such Class;
(G) to
the
Class M-5 Certificates, any Deferred Amount for such Class;
(H) to
the
Class M-6 Certificates, any Deferred Amount for such Class;
(I) to
the
Class M-7 Certificates, any Deferred Amount for such Class;
(J) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Senior Certificates, concurrently, any Basis Risk Shortfall for
each
such Class, on a pro rata basis based on the entitlement of each such
Class;
(K) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-1 Certificates, any Basis Risk Shortfall for such Class;
(L) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-2 Certificates, any Basis Risk Shortfall for such Class;
(M) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-3 Certificates, any Basis Risk Shortfall for such Class;
(N) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-4 Certificates, any Basis Risk Shortfall for such
Class;
(O) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-5 Certificates, any Basis Risk Shortfall for such
Class;
(P) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-6 Certificates, any Basis Risk Shortfall for such
Class;
(Q) to
the
Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
Fund to the Class M-7 Certificates, any Basis Risk Shortfall for such
Class;
(R) to
the
Supplemental Interest Trust, any Swap Termination Payment owed to the Swap
Provider in the event of a Swap Provider Trigger Event not paid on prior
Distribution Dates and to the extent not paid by the Securities 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;
(S) to
the
Class X Certificates, the Class X Distribution Amount; and
(T) to
the
Class R Certificates (in respect of the Class R-3 Interest), any remaining
amount. It is not anticipated that any amounts will be distributed to the Class
R Certificates under this clause (T).
Notwithstanding
the foregoing, distributions pursuant to clauses (B) through (Q) above on any
Distribution Date will be made after giving effect to payments received pursuant
to the Swap Agreement. On each Distribution Date, the Securities Administrator,
after making the required distributions of interest and principal to the
Certificates as described in clauses (i) and (ii) above and after the
distribution of the Monthly Excess Cashflow as described in clause (iii) above,
will withdraw from the Basis Risk Shortfall Reserve Fund the amounts on deposit
therein and distribute such amounts to the Senior Certificates and Mezzanine
Certificates in respect of any Basis Risk Shortfalls in the following manner
and
order of priority: first, concurrently to the Senior Certificates, on a pro
rata
basis, based on the entitlement of each such Class, the amount of any Basis
Risk
Shortfalls allocated to such Class for such Distribution Date; second, to the
Class M-1 Certificates, the amount of any Basis Risk Shortfall allocated to
such
Class for such Distribution Date for such Class; third, to the Class M-2
Certificates, the amount of any Basis Risk Shortfall allocated to such Class
for
such Distribution Date for such Class; fourth, to the Class M-3 Certificates,
the amount of any Basis Risk Shortfalls allocated to such Class for such
Distribution Date for such Class; fifth, to the Class M-4 Certificates, the
amount of any Basis Risk Shortfalls allocated to such Class for such
Distribution Date; sixth, to the Class M-5 Certificates, the amount of any
Basis
Risk Shortfalls allocated to such Class for such Distribution Date; seventh,
sixth, to the Class M-6 Certificates, the amount of any Basis Risk Shortfalls
allocated to such Class for such Distribution Date; and eighth; sixth, to the
Class M-7 Certificates, the amount of any Basis Risk Shortfalls allocated to
such Class for such Distribution Date.
(b) Subject
to Section 10.02 hereof respecting the final distribution on a Class of
Senior Certificates or Mezzanine Certificates, on each Distribution Date the
Securities Administrator shall make distributions to each Holder of a Senior
Certificate or Mezzanine Certificate 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
(i)
such Holder has so notified the Securities Administrator at least five (5)
Business Days prior to the related Record Date and (ii) such Holder shall hold
Regular Certificates with aggregate principal denominations of not less than
$1,000,000 or evidencing a Percentage Interest aggregating ten percent (10%)
or
more with respect to such Class 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 Senior Certificates and Mezzanine Certificates registered in the
name
of a Depository shall be made to such Depository in immediately available
funds.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event) payable by the Supplemental
Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be
deducted from Interest Remittance Amount, and to the extent of any such
remaining amounts due, from Principal Remittance Amount, prior to any
distributions to the Holders of the Certificates. On or before each Distribution
Date, such amounts will be remitted to the Supplemental Interest Trust, first
to
make any Net Swap Trust Payment owed to the Swap Provider pursuant to the Swap
Agreement for such Distribution Date, and second to make any Swap Termination
Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider
pursuant to the Swap Agreement for such Distribution Date (to the extent not
paid by the Securities Administrator from any upfront payment received pursuant
to any replacement interest swap agreement that may be entered into by the
Securities Administrator). Any Swap Termination Payment due as a result of
the
occurrence of 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 Senior Certificates and Mezzanine Certificates and shall be paid as set
forth in Section 5.06(a)(iii)(R).
(d) On
each
Distribution Date, the Securities Administrator shall distribute from the
amounts received from the Swap Provider in respect of any Net Swap Payment
then
on deposit in the Supplemental Interest Trust in the following order of
priority:
(i) concurrently
to the Senior Certificates, on a pro rata basis based on the entitlement of
each
such Class, in an amount equal to any Current Interest and any Carryforward
Interest for each such Class to the extent not covered by the Interest
Remittance Amount on that Distribution Date and solely to the extent the amount
of any Current Interest and Carryforward Interest is a result of the allocation
of the interest portion of Realized Losses;
(ii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4 Class M-5, Class M-6 and
Class
M-7 Certificates, in that order, in an amount equal to any Current Interest
and
any Carryforward Interest for each such Class to the extent not covered by
the
Interest Remittance Amount on that Distribution Date and solely to the extent
the amount of any Current Interest and Carryforward Interest is as a result
of
the allocation of the interest portion of Realized Losses;
(iii) to
the
Senior Certificates and Mezzanine Certificates then entitled to distributions
of
principal in the priority provided above, in an amount necessary to maintain
or
restore the Targeted Overcollateralization Amount to the extent not covered
by
the Monthly Excess Cashflow on that Distribution Date;
(iv) first,
concurrently, to the Senior Certificates, on a pro rata basis, based on the
entitlement of each such Class and then, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order,
in an
amount equal to any applicable Deferred Amounts, with interest thereon at the
applicable Pass-Through Rate, prior to taking into account amounts available
to
pay Deferred Amounts from Monthly Excess Cashflow on that Distribution
Date
(v) to
the
Basis Risk Shortfall Reserve Fund, to pay the Senior Certificates and Mezzanine
Certificates as follows: first, to the Senior Certificates, on a pro rata basis
based on the entitlement of each such Class, based on the aggregate amount
of
Basis Risk Shortfall Amounts for each such Class of Senior Certificates for
such
Distribution Date, and second, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order,
any related Basis Risk Shortfall Amount for each such Class for such
Distribution Date, in each case prior to giving effect to any withdrawals from
the Basis Risk Shortfall Reserve Fund or Monthly Excess Cashflow on that
Distribution Date; and
(vi) to
the
Class X Certificates, any remaining amounts.
Section
5.07 Reserved.
Section
5.08 Reserved.
Section
5.09 Allocation
of Realized Losses on the Mortgage Loans.
(a) On
or
prior to each Determination Date, the Securities Administrator shall determine
the amount of any Realized Loss in respect of each Mortgage Loan that occurred
during the immediately preceding calendar month.
(b) The
interest portion of Realized Losses on the Mortgage Loans shall be allocated
to
the Certificates as described in Section 1.02 hereof.
(c) The
principal portion of all Realized Losses on the Mortgage Loans shall be
allocated on each Distribution Date as follows: first, in reduction of Net
Swap
Payments paid by the Swap Provider under the Swap Agreement and the Monthly
Excess Cashflow for such Distribution Date; second, to the Class X Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; third,
to the Class M-7 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; fourth, to the Class M-6 certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth; to the Class M-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Senior Certificates, on a pro rata basis, based on the Certificate
Principal Balance of each such Class, until the Certificate Principal Balance
of
each such Class has been reduced to zero; provided, however that, the pro rata
allocation of Realized Losses otherwise allocable to the Class A-1A Certificates
will first be allocated to the Class A-1B Certificates, until the Certificate
Principal Balance thereof has been reduced to zero and then to the Class A-1A
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; provided, further that, the pro rata allocation of Realized Losses
otherwise allocable to the Class A-4A Certificates will first be allocated
to
the Class A-4B Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero and then to the Class A-4A Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
All
such
Realized Losses to be allocated to the Certificate Principal Balances of the
Senior Certificates and the Mezzanine Certificates 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 Senior Certificates or any Class of Mezzanine 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.
Any
allocation of the principal portion of Realized Losses to a Class of Senior
Certificates or a Class of Mezzanine Certificates on any Distribution Date
shall
be made by reducing the Certificate Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to a Class X Certificate shall
be
made by reducing the amount otherwise payable in respect thereof pursuant to
Section 5.09(c).
All
such
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.
(d) Notwithstanding
anything to the contrary contained herein, if on any Distribution Date the
Securities Administrator discovers, based solely on the reports delivered by
the
related Servicer under this Agreement or the Servicing Agreement, as applicable,
that any Subsequent Recoveries have been collected by such Servicer with respect
to the Mortgage Loans, 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 on the Mortgage Loans
have
been allocated (or, in the case of the Senior Certificates, on a pro rata basis,
based on the amount of Realized Losses allocated to each such Class), but not
by
more than the amount of Realized Losses previously allocated to such Class
pursuant to this Section 5.09. After the Certificate Principal Balances of
any Class of Certificates has been increased up to the amount of Realized Losses
allocated thereto pursuant to this Section 5.09 to the extent that such
Applied Loss Amounts have not been paid to such Class as a Deferred Amount,
any
additional Subsequent Recoveries with respect to the Mortgage Loans will be
applied to increase the Certificate Principal Balance of the other Classes
of
Certificates, beginning with the Class of Certificates with the next highest
payment priority (or in the case of any Senior Certificates with unpaid Deferred
Amounts (on a pro rata basis, based on the entitlement of each such Class),
up
to the amount of such Realized Losses previously allocated to such Class of
Certificates pursuant to this Section 5.09 but only to the extent that any
such Applied Loss Amount has not been paid to any Class of Certificates as
a
Deferred Amount. Holders of such Certificates will not be entitled to any
payment in respect of current interest on the amount of such increases for
any
Accrual Period preceding the Distribution Date on which such increase occurs.
Any such increases shall be applied to the Certificate Principal Balance of
each
Class of Certificates in accordance with its respective Percentage Interest.
(e) With
respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated on each Distribution Date first, to REMIC I Regular
Interest I until the Uncertificated Principal Balance has been reduced to zero,
and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-60-B, starting with the lowest numerical denomination until such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such Realized Losses shall
be
allocated pro rata between such REMIC I Regular Interests.
(f) All
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to the following REMIC II Regular Interests in the specified percentages,
as follows: first, to Uncertificated Accrued Interest payable to the REMIC
II
Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%,
respectively; second, to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
amount equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-M7 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M7 has been reduced to zero; fourth,
to
the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
II Regular Interest LT-M6 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LT-M6 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M5
and
REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M5 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-M4 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M4 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
II Regular Interest LT-M3 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LT-M3 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M2
and
REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M2 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-M1 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M1 has been reduced to zero; and tenth,
to the Uncertificated Principal Balance of REMIC II Regular Interest LT-AA,
98%,
to the Uncertificated Principal Balance of REMIC II Regular Interest LT-A1A,
REMIC II Regular Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II
Regular Interest LT-A3, REMIC II Regular Interest LT-A4A and REMIC II Regular
Interest LT-A4B, 1% on a pro rata basis, based on the Uncertificated Principal
Balance of each such REMIC II Regular Interest and to the Uncertificated
Principal Balance of REMIC II Regular Interest LT-ZZ, 1%, until the
Uncertificated Principal Balances of REMIC II Regular Interest LT-A1A, REMIC
II
Regular Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II Regular
Interest LT-A3, REMIC II Regular Interest LT-A4A and REMIC II Regular Interest
LT-A4B have been reduced to zero, provided, however that, the pro rata
allocation of Realized Losses otherwise allocable to REMIC II Regular Xxxxxxxx
XX-X0X will first be allocated to REMIC II Regular Interest LT-A1B, until the
Uncertificated Principal Balance thereof has been reduced to zero and then
to
REMIC II Regular Interest LT-A1A, until the Uncertificated Principal Balance
thereof has been reduced to zero; provided, further that, the pro rata
allocation of Realized Losses otherwise allocable to REMIC II Regular Xxxxxxxx
XX-X0X will first be allocated to REMIC II Regular Interest LT-A4B, until the
Uncertificated Principal Balance thereof has been reduced to zero and then
to
REMIC II Regular Interest LT-A4B, until the Uncertificated Principal Balance
thereof has been reduced to zero.
(g) Notwithstanding
anything to the contrary contained herein, if on any Distribution Date the
Securities Administrator discovers, based solely on the reports delivered by
GMACM under this Agreement, that any Subsequent Recoveries have been collected
by GMACM with respect to any Mortgage Loan, the amount of such Subsequent
Recoveries will be applied to increase the Certificate Principal Balance of
the
Class of Subordinate 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 Subordinate Certificates pursuant
to this Section 5.09. The amount of any remaining Subsequent Recoveries
will be applied to sequentially increase the Certificate Principal Balance
of
the Subordinate Certificates, beginning with the Class of Subordinate
Certificates with the next highest payment priority, up to the amount of such
Realized Losses previously allocated to such Class of Certificates pursuant
to
this Section 5.09. Holders of such Certificates will not be entitled to any
payment in respect of current interest on the amount of such increases for
any
Accrual Period preceding the Distribution Date on which such increase occurs.
Any such increases shall be applied to the Certificate Principal Balance of
each
Subordinate Certificate of such Class in accordance with its respective
Percentage Interest.
Section
5.10 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Securities Administrator shall prepare and
make
available to each Holder of Certificates, the Depositor, the Credit Risk Manager
and the Swap Provider via its website a statement setting forth the following
information for the Certificates:
(i) the
Interest Accrual Period and general Distribution Dates for each Class of
Certificates;
(ii) the
Pass-Through Rate for each Class of Certificates with respect to the current
Accrual Period;
(iii) the
total
cash flows received and the general sources thereof;
(iv) the
amount of the related distribution to Holders of each 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, (C) the amount of Prepayment Charges distributed
to
the Class P Certificates and (D) the Monthly Excess Interest, if
any;
(v) the
amount distributed to Holders of each Class on such Distribution Date allocable
to interest;
(vi) the
Certificate Principal Balance or Certificate Notional Balance of each Class
of
Certificates, if applicable, after giving effect (i) to all distributions
allocable to principal on such Distribution Date and (ii) the allocation of
any
Realized Losses for such Distribution Date;
(vii) the
aggregate amount of P&I Advances included in the distributions on the
Distribution Date;
(viii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(ix) the
aggregate amount of any Prepayment Interest Shortfall for such Distribution
Date, to the extent not covered by payments by the related Servicer pursuant
to
Section 3.27 of this Agreement or the Servicing Agreement, as applicable or
the Master Servicer pursuant to Section 4.14 of this
Agreement;
(x) the
cumulative amount of Realized Losses for the Mortgage Loans to date and, in
addition, if the Certificate Principal Balance of any Class of Certificates
have
been reduced to zero, the cumulative amount of any Realized Losses that have
not
been allocated to any Class of Certificates;
(xi) the
Overcollateralization Amount, the Senior Enhancement Percentage, any
Overcollateralization Deficiency Amount and any Overcollateralization Release
Amount for such Distribution Date;
(xii) the
amount of any Prepayment Charges remitted by the Servicers;
(xiii) the
number, aggregate principal balance, weighted average remaining term to maturity
and weighted average Mortgage Rate of the Mortgage Loans as of the related
Due
Date;
(xiv) the
number and Scheduled Principal Balance of all the Mortgage Loans for the
following Distribution Date;
(xv) the
number and aggregate principal balance of any Mortgage Loans that were (A)
delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
(1) one scheduled payment is delinquent, (2) two scheduled payments are
delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
proceedings have been commenced, and loss information for the period; the number
and aggregate principal balance of any Mortgage Loans in respect of which (A)
one scheduled payment is delinquent, (B) two scheduled payments are delinquent,
(C) three or more scheduled payments are delinquent and (D) foreclosure
proceedings have been commenced, and loss information for the
period;
(xvi) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the loan number and the Stated Principal Balance of, and Realized Loss
on, such Mortgage Loan as of the end of the related Prepayment
Period;
(xvii) the
total
number and principal balance of any real estate owned or REO Properties and
the
Mortgage Loans in the aggregate as of the close of business on the Determination
Date preceding such Distribution Date;
(xviii) the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate scheduled principal balance of the Mortgage Loans that
are sixty (60) days or more delinquent or are in bankruptcy or foreclosure
or
are REO Properties, and the denominator of which is the scheduled principal
balances of all of the Mortgage Loans, as applicable as of the last day of
such
Distribution Date;
(xix) the
aggregate Stated Principal Balance of Mortgage Loans that are sixty (60) days
or
more delinquent or are in bankruptcy or foreclosure or are REO
properties;
(xx) the
aggregate Servicing Fees received by the Servicers, and the Master Servicing
Fee, if any, received by the Master Servicer during the related Due
Period;
(xxi) [reserved];
(xxii) the
amount, if any, of other fees or expenses accrued and paid, with an
identification of the payee and the general purpose of such fees;
(xxiii) the
amount of any Basis Risk Shortfalls and the amount in the Basis Risk Shortfall
Reserve Fund after all deposits and withdrawals on such Distribution
Date;
(xxiv) amounts
payable in respect of the Swap Agreement; and
(xxv) whether
the Stepdown Date has occurred and whether any Trigger Event is in
effect.
The
Securities Administrator 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 Securities
Administrator’s internet website. The Securities Administrator’s internet
website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the
website can be obtained by calling the Securities Administrator’s customer
service desk 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
Securities Administrator may change the way monthly statements are distributed
in order to make such distributions more convenient or more accessible to the
above parties.
The
Securities Administrator shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing such statement and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).
(b) The
Securities Administrator’s responsibility for making the above information
available to the Certificateholders is limited to the availability, timeliness
and accuracy of the information provided by the Servicers and the Swap Provider.
The Securities Administrator will make available a copy of each statement
provided pursuant to this Section 5.10 to each Rating Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Securities
Administrator shall cause to be furnished upon written request to each Person
who at any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(i) and (a)(ii) of this
Section 5.10 aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the
Securities Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Securities
Administrator pursuant to any requirements of the Code as from time to time
in
effect.
(d) Upon
filing with the Internal Revenue Service, the Securities Administrator shall
furnish to the Holders of the Residual Certificates the applicable Form 1066
and
each applicable Form 1066Q and shall respond promptly to written requests made
not more frequently than quarterly by any Holder of a Residual Certificate
with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
Class of regular and residual interests created hereunder and on the Mortgage
Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each Class of regular 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 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 losses realized 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 9.13.
Section
5.11 REMIC
Designations and REMIC Allocations.
(a) The
Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC
III,
REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under Section 860D
of
the Code. Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections. The 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 X Interest shall constitute the
assets of REMIC IV, The Class P Interest shall constitute the assets of REMIC
V
and the Class IO Interest shall constitute the assets of REMIC VI.
(b) Reserved;
(c) Reserved;
(d) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests or withdrawn from the Distribution Account and distributed to the
Holders of the Class R-1 Interest, as the case may be:
(i) to
Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
I-1-A
through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated as follows: first, to REMIC
I
Regular Interest I until the Uncertificated Principal Balance of such REMIC
I
Regular Interest is reduced to zero; and second, to REMIC I Regular interests
I-1-A through I-60-B starting with the lowest numerical denomination until
the
Uncertificated Principal Balance of each such REMIC I Regular Interest is
reduced to zero, provided that, for REMIC I Regular Interests with the same
numerical denomination, such payments of principal shall be allocated pro rata
between such REMIC I Regular Interests; and
(iii) to
the
Holders of REMIC I Regular Interest LT-P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges on the Mortgage Loans and
(B)
on the Distribution Date in November 2011 until $100 has been distributed
pursuant to this clause.
(e) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests or withdrawn from the Distribution Account and distributed to the
Holders of the Class R-2 Interest, as the case may be:
(i) first,
to
the Holders of REMIC II Regular Interest LT-IO, in an amount equal to (A)
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 and then to the Holders of REMIC II Regular Interest
LT-AA, REMIC II Regular Interest LT-A1A, REMIC II Regular Interest LT-A1B,
REMIC
II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
Interest LT-A4A, REMIC II Regular Interest LT-A4B, REMIC II Regular Interest
LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
II Regular Interest LT-M4, REMIC
II
Regular Interest LT-M5,
REMIC
II Regular Interest LT-M6, REMIC II Regular Interest LT-M7 and REMIC II Regular
Interest LT-ZZ, pro rata, in an amount equal to (A) the Uncertificated Accrued
Interest for each 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 LT-ZZ shall be reduced and deferred when
the REMIC II Overcollateralization Amount is less than the REMIC II Targeted
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral Amount
and
such amount will be payable to the Holders of REMIC
II
Regular Interest LT-A1A, REMIC II Regular Interest LT-A1B, REMIC II Regular
Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
LT-A4A, REMIC II Regular Interest LT-A4B, REMIC II Regular Interest LT-M1,
REMIC
II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular
Interest LT-M4, REMIC II Regular Interest LT-M5,
REMIC
II Regular Interest LT-M6 and REMIC II Regular Interest LT-M7 in the same
proportion as the Overcollateralization Deficiency is allocated to the
Corresponding Certificates and the Uncertificated Principal Balance of REMIC
II
Regular Interest LT-ZZ shall be increased by such amount;
(ii) second,
to the Holders of REMIC II Regular Interests, in an amount equal to the
remainder of the Interest Remittance Amount and the Principal Payment Amount
for
such Distribution Date after the distributions made pursuant to clause (i)
above, allocated as follows:
(A) 98.00%
of
such remainder (other than amounts payable under clause (C) below) to the
Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
until the Uncertificated Principal Balance of such REMIC II Regular Interest
is
reduced to zero, provided, however, that the Uncertificated Principal Balance
of
REMIC II Regular Interest LT-P shall not be reduced until the Distribution
Date
in November 2011 or any Distribution Date thereafter, at which point such amount
shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
distributed pursuant to this clause;
(B) 2.00%
of
such remainder, first, to the Holders of REMIC II Regular Interest LT-A1A,
REMIC
II Regular Interest LT-A1B, REMIC II Regular Interest LT-A2, REMIC II Regular
Interest LT-A3, REMIC II Regular Interest LT-A4A, REMIC II Regular Interest
LT-A4B, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
Interest LT-M5, REMIC II Regular Interest LT-M6 and REMIC II Regular Interest
LT-M7, 1% in the same proportion as principal payments are allocated to the
Corresponding Certificates, 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 LT-ZZ (other than amounts payable under the proviso
below), 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 Certificates (in respect of
the
Class R-2 Interest).
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated
to
Holders of (i) REMIC II Regular Interest LT-AA and REMIC II Regular Interest
LT-P, in that order and (ii) REMIC II Regular Interest LT-ZZ, respectively;
provided that REMIC II Regular Interest LT-P shall not be reduced until the
Distribution Date in November 2011, at which point such amount shall be
distributed to REMIC II Regular Interest LT-P, until $100 has been distributed
pursuant to this clause.
Any
payment of principal and interest on the Class X Certificates shall be deemed
to
be paid to the Class X Interest.
Any
payment of principal and Prepayment Charges on the Class P Certificates shall
be
deemed to be paid to the Class P Interest.
Section
5.12 Prepayment
Charges.
(a) On
each
Distribution Date, all amounts representing Prepayment Charges in respect of
the
Mortgage Loans received during the related Prepayment Period and deposited
in
the Distribution Account will be withdrawn from the Distribution Account and
distributed by the Securities Administrator to the Class P Certificates and
shall not be available for distribution to the holders of any other Class of
Certificates. The payment of such Prepayment Charges shall not reduce the
Certificate Principal Balance of the Class P Certificates.
(b) The
Master Servicer shall not be obligated to recalculate or verify Prepayment
Charges collected by the Servicers and remitted to the Distribution Account
for
distribution to the Certificateholders.
Section
5.13 Class
P Certificate Account.
The
Securities Administrator shall establish and maintain with itself a separate,
segregated trust account titled “Xxxxx Fargo Bank, N.A., for the benefit of
Nomura Asset Acceptance Corporation, Alternative Loan Trust 2006-AR4 Class
P
Certificate Account”. On the Closing Date, the Depositor will deposit, or cause
to be deposited in the Class P Certificate Account $100.00. The amount on
deposit in the Class P Certificate Account shall be held uninvested. On the
November 2011 Distribution Date, the Securities Administrator shall withdraw
the
amount on deposit in the Class P Certificate Account and remit such amount
to
the Holders of the Class P Certificates, in reduction of the Certificate
Principal Balance thereof.
Section
5.14 Reserved.
Section
5.15 Basis
Risk Shortfall Reserve Fund.
(a) The
Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
on
behalf of the holders of the Senior Certificates and the Mezzanine Certificates.
The Basis Risk Shortfall Reserve Fund must be an Eligible Account. The Basis
Risk Shortfall Reserve Fund shall be entitled “Basis Risk Shortfall Reserve
Fund, HSBC Bank USA, National Association, as Trustee for the benefit of holders
of Nomura Asset Acceptance Corporation, Mortgage Pass-Through Certificates,
Series 2006-AR4, Class A-1A, Class X-0X, Xxxxx X-0, Class X-0, Xxxxx X-0X,
Xxxxx
X-0X, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
Class
M-7 Certificates. On the Closing Date, the Depositor will deposit, or cause
to
be deposited, into the Basis Risk Shortfall Reserve Fund $1,000. On each
Distribution Date as to which there is a Basis Risk Shortfall payable to any
Class of Certificates, the Securities Administrator shall deposit the amounts
pursuant to paragraphs (J) through (Q) of Section 5.06(a)(iii) into the
Basis Risk Shortfall Reserve Fund and the Securities Administrator has been
directed by the Class X Certificateholder to distribute such amounts to the
Holders of the Senior Certificates and Mezzanine Certificates in the amounts
and
priorities set forth in Section 5.06(a)(iii).
(b) The
Basis
Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of
Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not
an asset of any REMIC. The Securities Administrator on behalf of the Trust
shall
be the nominal owner of the Basis Risk Shortfall Reserve Fund. The Class X
Certificateholders shall be the beneficial owners of the Basis Risk Shortfall
Reserve Fund, subject to the power of the Securities Administrator to transfer
amounts under Section 5.06(a)(iii). Amounts in the Basis Risk Shortfall
Reserve Fund shall be held either uninvested in a trust or deposit account
of
the Securities Administrator with no liability for interest or other
compensation thereof or, at the written direction of the Majority Class X
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
X Certificateholder, not as a distribution in respect of any interest in any
REMIC, on such Distribution Date. All amounts earned on amounts on deposit
in
the Basis Risk Shortfall Reserve Fund shall be taxable to the Majority Class
X
Certificateholder. Any losses on such investments shall be deposited in the
Basis Risk Shortfall Reserve Fund by the Majority Class X Certificateholder
out
of its own funds immediately as realized. In the event that the Majority Class
X
Certificateholder shall fail to provide investment instructions to the
Securities Administrator, the amounts on deposit in the Basis Risk Shortfall
Reserve Fund shall be held uninvested.
(c) For
federal tax return and information reporting, the value of the right of the
holders of the Senior Certificates and Mezzanine Certificates
to
receive payments from the Basis Risk Shortfall Reserve Fund in respect of any
Basis Risk Shortfall shall
be
zero dollars ($0.00).
Section
5.16 Supplemental
Interest Trust.
(a) On
the
Closing Date, the Securities Administrator shall establish and maintain in
the
name of the Trustee a separate account for the benefit of the holders of the
Senior Certificates and Mezzanine Certificates (the “Supplemental Interest
Trust”). The Supplemental Interest Trust 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 or of the Securities Administrator held pursuant to this
Agreement.
(b) On
each
Distribution Date, the Securities Administrator shall deposit into the
Supplemental Interest Trust amounts distributable to the Swap Provider by the
Supplemental Interest Trust pursuant to Sections 5.06(a)(i)(A) and
5.06(a)(iii)(R) of this Agreement. On each Distribution Date, the Securities
Administrator shall distribute any such amounts to the Swap Provider pursuant
to
the Swap Agreement, first to pay any Net Swap Payment owed to the Swap Provider
for such Distribution Date, and second to pay any Swap Termination Payment
owed
to the Swap Provider. For the avoidance of doubt, any upfront fee (an “Upfront
Fee”) paid by the Swap Provider on the Closing Date shall not be an asset of the
Supplemental Interest Trust. The Securities Administrator shall remit any such
Upfront Fee to the Sponsor on the First Distribution Date.
(c) On
each
Distribution Date, the Securities Administrator shall deposit into the
Supplemental Interest Trust amounts received by it from the Swap Provider.
On
each Distribution Date, the Securities Administrator shall distribute from
the
Supplemental Interest Trust an amount equal to the amount of any Net Swap
Payment received from the Swap Provider under the Swap Agreement, and make
the
distributions required under Section 5.06(b) of this Agreement.
(d) The
Supplemental Interest Trust constitutes an “outside reserve fund” within the
meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
The Holders of the Class X Certificates shall be the beneficial owner of the
Supplemental Interest Trust, subject to the power of the Securities
Administrator to transfer amounts under this Agreement. The Securities
Administrator shall keep records that accurately reflect the funds on deposit
in
the Supplemental Interest Trust. The Securities Administrator shall, at the
written direction of the holder of the Majority Class X Certificateholder,
invest amounts on deposit in the Supplemental Interest Trust in Permitted
Investments. In the absence of written direction to the Securities Administrator
from the Majority Class X Certificateholder, all funds in the Supplemental
Interest Trust shall remain uninvested. On each Distribution Date, the
Securities Administrator shall distribute, not in respect of any REMIC, any
interest earned on the Supplemental Interest Trust to the Holders of the Class
X
Certificates.
(e) For
federal income tax purposes, amounts paid to the Supplemental Interest Trust
on
each Distribution Date pursuant to Sections 5.06(a)(i)(A) and 5.06(a)(iii)(R)
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC VI Regular Interest Swap-IO to the extent of the amount distributable
on
such REMIC VI Regular Interest Swap-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. For federal income tax purposes,
the
Supplemental Interest Trust will be a disregarded entity.
The
Securities Administrator shall treat the Holders of the Certificates (other
than
the Class P, Class X and Residual Certificates) as having entered into a
notional principal contract with respect to the Holders of the Class X
Certificates. Pursuant to each such notional principal contract, all Holders
of
the Certificates (other than the Class P, Class X and Residual Certificates)
shall be treated as having agreed to pay, on each Distribution Date, to the
Holder of the Class X 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 ownership of which is represented by 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 amount of interest otherwise payable to such
Certificates, and a Class IO Distribution Amount payable from principal
collections shall be allocated to the most subordinate Class of such
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 X Certificates shall be treated as having agreed to pay Basis
Risk
Shortfalls to the Holders of the Certificates (other than the Class X, Class
P
and Residual Certificates) in accordance with the terms of this Agreement.
Any
payments to such 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 X, Class P and Class R
Certificates) of a Class IO Distribution Amount shall be treated for tax
purposes as having been received by the Holders of such Certificates in respect
of the REMIC III Regular Interest ownership of which is represented by such
Certificates, and as having been paid by such Holders to the Supplemental
Interest Trust pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P Certificates and Residual 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.
(f) The
Sponsor shall provide to the Securities Administrator the value of the right
of
the holders of the Senior Certificates and Mezzanine Certificates to receive
payments from the Supplemental Interest Trust for federal tax return and
information reporting not later than December 31, 2006.
(g) Upon
a
Swap Early Termination other than in connection with the optional termination
of
the trust, the Depositor 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 Securities Administrator receives
a
Swap Termination Payment from the Swap Provider in connection with such Swap
Early Termination, the Securities Administrator will apply such Swap Termination
Payment to any upfront payment required to appoint the successor swap provider.
If the Securities Administrator is required to pay a Swap Termination Payment
to
the Swap Provider in connection with such Swap Early Termination, the Securities
Administrator will apply any upfront payment received from the successor swap
provider to pay such Swap Termination Payment.
If
the
Depositor is unable to appoint a successor swap provider within 30 days of
the
Swap Early Termination, then the Securities 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 Securities Administrator by the original Swap Provider calculated in
accordance with the terms of the original Swap Agreement, and distribute such
amount in accordance with the terms of this Agreement.
(h) The
Securities Administrator is hereby directed to perform the obligations of the
Custodian as defined under the Swap Credit Support Annex (the “Swap
Custodian”).
On
or
before the Closing Date, the Swap Custodian shall establish a Swap Collateral
Account. The Swap Collateral Account shall be held in the name of the Swap
Custodian in trust for the benefit of the holders of the Senior Certificates
and
Mezzanine Certificates. The Swap Collateral Account must be an Eligible Account
and shall be entitled “Swap Collateral Account, Securities Administrator, as
Swap Custodian for the benefit of holders the of Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series 2006-AR4, Mortgage Pass-Through
Certificates.”
The
Swap
Custodian shall credit to the Swap Collateral Account all collateral (whether
in
the form of cash or securities) posted by the Swap Provider to secure the
obligations of the Swap Provider in accordance with the terms of the Swap
Agreement. Except for investment earnings, the Swap Provider shall not have
any
legal, equitable or beneficial interest in the Swap Collateral Account other
than in accordance with this Agreement, the Swap Agreement and applicable law.
The Swap Custodian shall maintain and apply all collateral and earnings thereon
on deposit in the Swap Collateral Account in accordance with Swap Credit Support
Annex.
Cash
collateral posted by the Swap Provider in accordance with the Swap Credit
Support Annex shall be invested at the direction of the Swap Provider in
Permitted Investments rated at least AAAm or AAAm-G by S&P and Prime-1 by
Xxxxx’x or Aaa by Xxxxx’x as directed by Party A (unless (x) an Event of Default
or an Additional Termination Event has occurred with respect to which Party
A is
the defaulting or sole Affected Party or (y) an Early Termination Date has
been
designated, in which case such investment shall be held uninvested). In the
absence of such direction, amounts therein shall remain univested. All amounts
earned on amounts on deposit in the Swap Collateral Account (whether cash
collateral or securities) shall be for the account of and taxable to the Swap
Provider.
Upon
the
occurrence of an Event of Default or a Specified Condition (each as defined
in
the Swap Agreement) with respect to the Swap Provider or upon occurrence or
designation of an Early Termination Date (as defined in the Swap Agreement)
as a
result of any such Event of Default or Specified Condition with respect to
the
Swap Provider, and, in either such case, unless the Swap Provider has paid
in
full all of its Obligations (as defined in the Swap Credit Support Annex) that
are then due, then any collateral posted by the Swap Provider in accordance
with
the Swap Credit Support Annex shall be applied to the payment of any Obligations
due to Party B (as defined in the Swap Agreement) in accordance with the Swap
Credit Support Annex. Any excess amounts held in such Swap Collateral Account
after payment of all amounts owing to Party B under the Swap Agreement shall
be
withdrawn from the Swap Collateral Account and paid to the Swap Provider in
accordance with the Swap Credit Support Annex.
(i) 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 any Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to Swap Provider under the Swap Agreement, the Securities
Administrator shall, promptly following actual notice of such failure, breach
or
event, notify the Depositor and send any notices and make any demands, on behalf
of the Supplemental Interest Trust, required to enforce the rights of the
Supplemental Interest Trust under the Interest Rate Swap Agreement.
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 Securities Administrator
shall, promptly following actual notice of the Swap Provider’s failure to pay,
demand that the Guarantor make any and all payments then required to be made
by
the Guarantor pursuant to such Guaranty; provided, that the Securities
Administrator 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.
Section
5.17 Tax
Treatment of Swap Payments and Swap Termination Payments.
For
federal income tax purposes, each holder of a Senior Certificate or Mezzanine
Certificate is deemed to own an undivided beneficial ownership interest in
a
REMIC regular interest and the right to receive payments from either the Basis
Risk Shortfall Reserve Fund or the Supplemental Interest Trust in respect of
any
Basis Risk Shortfall or the obligation to make payments to the Supplemental
Interest Trust. For federal income tax purposes, the Securities Administrator
will account for payments to each Senior Certificate and Mezzanine Certificate
as follows: each Senior Certificate and Mezzanine Certificate will be treated
as
receiving their entire payment from REMIC III (regardless of any Swap
Termination Payment or obligation under the Swap Agreement) and subsequently
paying their portion of any Swap Termination Payment in respect of each such
Class’ obligation under the Swap Agreement. In the event that any such Class is
resecuritized in a REMIC, the obligation under the Swap Agreement to pay any
such Swap Termination Payment (or any shortfall in Net Swap Payment), will
be
made by one or more of the REMIC Regular Interests issued by the
resecuritization REMIC subsequent to such REMIC Regular Interest receiving
its
full payment from any such Senior Certificate and Mezzanine
Certificate.
The
REMIC
Regular Interest corresponding to a Senior Certificate and Mezzanine Certificate
will be entitled to receive interest and principal payments at the times and
in
the amounts equal to those made on the certificate to which it corresponds,
except that (i) the maximum interest rate of that REMIC regular interest will
equal the Net Funds Cap computed for this purpose by limiting the Notional
Amount of the Swap Agreement to the aggregate Stated Principal Balance of the
Mortgage Loans and (ii) any Swap Termination Payment will be treated as being
payable solely from amounts otherwise payable to the Class X Certificates.
As a
result of the foregoing, the amount of distributions and taxable income on
the
REMIC Regular Interest corresponding to a Senior Certificate and Mezzanine
Certificate may exceed the actual amount of distributions on the Senior
Certificate and Mezzanine Certificate.
Section
5.18 Reports
Filed with Securities and Exchange Commission.
(a) (i) For
so long as the Trust Fund is subject to Exchange Act reporting requirements,
within fifteen (15) days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Securities Administrator shall prepare
and file on behalf of the Trust Fund any Form 10-D required by the Exchange
Act,
in form and substance as required by the Exchange Act. The Securities
Administrator shall file each Form 10-D with a copy of the related Monthly
Statement attached thereto. The Securities Administrator shall also include
with
each Form 10-D any disclosure required by the Exchange Act in addition to the
Monthly Statement that is required to be included on Form 10-D (“Additional Form
10-D Disclosure”) subject to the receipt of such information by the Securities
Administrator from the entity indicated on Exhibit N as the party responsible
for providing that information. The Securities Administrator will have no duty
or liability for any failure hereunder to determine or prepare any Additional
Form 10-D Disclosure, except as set forth in the next paragraph.
(ii) As
set
forth on Exhibit N hereto, within 5 calendar days after the related Distribution
Date, (i) the parties hereto shall be required to provide to the Securities
Administrator and to the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible form, or in such other form as otherwise agreed
upon by the Securities Administrator and such party, the form and substance
of
any Additional Form 10-D Disclosure, if applicable, together with an Additional
Disclosure Notification in the form of Exhibit H hereto (an “Additional
Disclosure Notification”) and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.
(iii) After
preparing the Form 10-D, the Securities Administrator shall, upon request,
forward electronically a copy of the Form 10-D to the Depositor (provided that
such Form 10-D includes any Additional Form 10-D Disclosure). Within two
Business Days after receipt of such copy, but no later than the 12th calendar
day after the Distribution Date, the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D. In the absence of receipt of any written
changes or approval, or if the Depositor does not request a copy of a Form
10-D,
the Securities Administrator shall be entitled to assume that such Form 10-D
is
in final form and the Securities Administrator may proceed with the execution
and filing of the Form 10-D. A duly authorized representative of the Master
Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on time
or if
a previously filed Form 10-D needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 5.18(c)(ii). Promptly (but
no
later than 1 Business Day) after filing with the Commission, the Securities
Administrator will make available on its internet website a final executed
copy
of each Form 10-D filed by the Securities Administrator. Each party to this
Agreement acknowledges that the performance by the Master Servicer and the
Securities Administrator of its duties under this Section 5.18(a) related to
the
timely preparation, execution and filing of Form 10-D is contingent upon such
parties strictly observing all applicable deadlines in the performance of their
duties as set forth in this Agreement. Neither the Master Servicer nor the
Securities Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-D, where such failure results from the
Securities Administrator’s inability or failure to obtain or receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
(b) (i) For
so long as the Trust Fund is subject to Exchange Act reporting requirements,
within four (4) Business Days after the occurrence of an event set forth on
Exhibit N hereto or such other event requiring disclosure on Form 8-K (each
such
event, a “Reportable
Event”),
or if
requested by the Depositor, and subject to receipt of such information by the
Securities Administrator from the entity indicated on Exhibit N as the
responsible party for providing that information, the Securities Administrator
shall prepare and file on behalf of the Trust Fund 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 other than the initial
Form 8-K (“Form
8-K Disclosure Information”)
shall
be reported by the parties set forth on Exhibit
N
to the
Depositor and the Securities Administrator and directed and approved by the
Depositor pursuant to the following paragraph and the Securities Administrator
will have no duty or liability for any failure hereunder to determine or prepare
any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
the
next paragraph.
(ii) As
set
forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange
Act reporting requirements, no later than the close of business (New York City
time) on the 2nd Business Day after the occurrence of a Reportable Event (i)
the
parties to this transaction shall be required to provide to the Securities
Administrator and to the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible form, or in such other form as otherwise agreed
upon by the Securities Administrator and such party, the form and substance
of
any Form 8-K Disclosure Information, if applicable, together with an Additional
Disclosure Notification 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. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Securities Administrator in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph.
(iii) After
preparing the Form 8-K, the Securities Administrator shall, upon request,
forward electronically a copy of the Form 8-K to the Depositor. Promptly, but
no
later than the close of business on the third Business Day after the Reportable
Event, the Depositor shall notify the Securities Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form
8-K.
In the absence of receipt of any written changes or approval, or if the
Depositor does not request a copy of a Form 8-K, the Securities Administrator
shall be entitled to assume that such Form 8-K is in final form and the
Securities Administrator may proceed with the execution and filing of the Form
8-K. A duly authorized representative of the Master Servicer shall sign each
Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
8-K needs to be amended, the Securities Administrator will follow the procedures
set forth in Section 5.18(c)(ii). Promptly (but no later than 1 Business Day)
after filing with the Commission, the Securities Administrator will, make
available on its internet website a final executed copy of each Form 8-K that
is
filed by the Securities Administrator. The parties to this Agreement acknowledge
that the performance by the Master Servicer and the Securities Administrator
of
its duties under this Section 5.18(b) related to the timely preparation,
execution and filing of Form 8-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under
this
Agreement. Neither the Master Servicer nor the Securities Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file such
Form
8-K, where such failure results from the Securities Administrator’s inability or
failure to obtain or receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 8-K,
not
resulting from its own negligence, bad faith or willful misconduct.
(c) (i) On
or prior to January 30 of the first year in which the Securities Administrator
is able to do so under applicable law, the Securities Administrator shall
prepare and file a Form 15 Suspension Notification relating to the automatic
suspension of reporting in respect of the Trust Fund under the Exchange Act.
(ii) In
the
event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth
in
this Agreement or for any other reason, the Securities Administrator will
promptly notify electronically the Depositor. In the case of Form 10-D and
10-K,
the parties to this Agreement will cooperate to prepare and file a Form 12b-25
and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
of
all required Form 8-K Disclosure Information and upon the approval and direction
of the Depositor, include such disclosure information on the next Form 10-D.
In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
in connection with any Additional Form 10-D Disclosure (other than for the
purpose of restating any monthly report), Additional Form 10-K Disclosure or
Form 8-K Disclosure Information, the Securities Administrator will
electronically notify the Depositor and such other parties to the transaction
as
are affected by such amendment, 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
Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
or
senior officer in charge of master servicing, as applicable, of the Master
Servicer. The parties to this Agreement acknowledge that the performance by
the
Master Servicer and the Securities Administrator of its duties under this
Section 5.18(c) related to the timely preparation, execution and filing of
Form
15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
upon
each such party performing its duties under this Section. Neither the Master
Servicer nor the Securities Administrator shall have any liability for any
loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare, execute 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
Securities Administrator’s inability or failure to obtain or receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.
(d) (i) For
so long as the trust is subject to Exchange Act reporting requirements, within
90 days after the end of each calendar year or such earlier date as may be
required by the Exchange Act (the “10-K
Filing Deadline”),
commencing in March 2007, the Securities Administrator shall prepare and file
on
behalf of the Trust Fund a Form 10-K, in form and substance as required by
the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Securities Administrator
within the applicable time frames set forth in this Agreement, (i) an annual
compliance statement for each Servicing Function Participant (other than the
Custodian), as described under Section 3.13, (ii)(A) the annual reports on
assessment of compliance with servicing criteria for each Servicing Function
Participant, as described under Section 3.14 and the Custodial Agreement, and
(B) if any Servicing Function Participant’s report on assessment of compliance
with servicing criteria described under Section 3.14 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Servicing Function Participant’s report on assessment
of compliance with servicing criteria 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 each Servicing Function
Participant, as described under Section 3.14 and the Custodial Agreement, 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 as described
in
Section 3.18. The Securities Administrator shall also include with each Form
10-K any disclosure or information in addition to (i) through (iv) above that
is
required to be included on Form 10-K as set forth on Exhibit N under Form 10-K
(“Additional
Form 10-K Disclosure”)
subject to receipt of such information by the Securities Administrator from
the
entity indicated on Exhibit N as the responsible party for providing that
information. The Securities Administrator will have no duty or liability for
any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
except as set forth in the next paragraph.
(ii) As
set
forth on Exhibit N hereto, no later than March 1 (with a ten-calendar day cure
period) of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2007, (i) the parties to this transaction shall
be
required to provide to the Securities Administrator and to the Depositor, to
the
extent known by a responsible officer thereof, in XXXXX-compatible form, or
in
such other form as otherwise agreed upon by the Securities Administrator and
such party, the form and substance of any Additional Form 10-K Disclosure,
if
applicable, together with an Additional Disclosure Notification and (ii) the
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
Depositor will be responsible for any reasonable fees and expenses assessed
or
incurred by the Securities Administrator in connection with including any
Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.
(iii) After
preparing the Form 10-K, the Securities Administrator shall, upon request,
forward electronically a copy of the Form 10-K to the Depositor. Within three
Business Days after receipt of such copy, but no later than March 25th, the
Depositor shall notify the Securities Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-K.
In
the absence of receipt of any written changes or approval, or if the Depositor
does not request a copy of a Form 10-K, the Securities Administrator shall
be
entitled to assume that such Form 10-K is in final form and the Securities
Administrator may proceed with the execution and filing of the Form 10-K. A
senior officer of the Master Servicer in charge of the master servicing function
shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 5.18(c)(ii). Promptly (but
no
later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website a final
executed copy of each Form 10-K to be filed by the Securities Administrator.
The
parties to this Agreement acknowledge that the performance by the Master
Servicer and the Securities Administrator of its duties under this Section
5.18(d) related to the timely preparation, execution and filing of Form 10-K
is
contingent upon such parties (and any Servicing Function Participant) strictly
observing all applicable deadlines in the performance of their duties under
this
Section 5.18(d), Section 3.13, Section 3.14 and Section 3.18. Neither the Master
Servicer nor the Securities Administrator shall have any 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 Securities Administrator’s inability or failure to obtain or receive,
on a timely basis, any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-K, not resulting from its
own negligence, bad faith or willful misconduct.
(e) Each
of
Form 10-D and 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 hereby
represents to the Securities Administrator as of the date hereof that the
Depositor has (1) filed all such required reports that (a) the Depositor has
undertaken to file on its own behalf or (b) relate to other securitization
transactions of the Depositor for which Xxxxx Fargo Bank, N.A., in its capacity
as Securities Administrator or similar capacity, does not have the exclusive
obligation to prepare and file during the preceding 12 months; provided,
however, that the Depositor shall not be obligated to make such representation
with respect to any filings made by Xxxxx Fargo on behalf of the Depositor,
and
(2) that it has been subject to such filing requirement for the past 90 days.
The Depositor shall notify the Securities Administrator in writing, no later
than the fifth calendar day after the related Distribution Date with respect
to
the filing of a report on Form 10-D and no later than March 15th with respect
to
the filing of a report on Form 10-K, if the answer to the questions should
be
“no”. The Securities Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such
report.
(f) The
related Servicer, the Master Servicer, the Depositor, the Custodian, the Sponsor
and Securities Administrator shall indemnify and hold harmless the Depositor,
the Trustee 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 such party’s obligations under this
Section 5.18 or such party’s negligence, bad faith or willful misconduct in
connection therewith.
Notwithstanding
the provisions of Section 11.01, this Section 5.18 may be amended without the
consent of the Certificateholders.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 The
Certificates.
(a) The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-5. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
|
Class
|
Minimum
Denomination
|
Integral
Multiple in Excess of Minimum
|
Original
Certificate
Principal
Balance
|
Pass-Through
Rate
|
|||||||||
|
A-1A
|
$
|
25,000
|
|
$1
|
$
|
250,000,000.00
|
Class
A-1A Pass-Through Rate
|
||||||
|
A-1B
|
$
|
25,000
|
|
$1
|
$
|
27,778,000.00
|
Class
A-1B Pass-Through Rate
|
||||||
|
A-2
|
$
|
25,000
|
|
$1
|
$
|
166,940,000.00
|
Class
A-2 Pass-Through Rate
|
||||||
|
A-3
|
$
|
25,000
|
|
$1
|
$
|
52,462,000.00
|
Class
A-3 Pass-Through Rate
|
||||||
|
A-4A
|
$
|
25,000
|
|
$1
|
$
|
57,169,000.00
|
Class
A-4A Pass-Through Rate
|
||||||
|
A-4B
|
$
|
25,000
|
|
$1
|
$
|
6,352,000.00
|
Class
A-4B Pass-Through Rate
|
||||||
|
M-1
|
$
|
25,000
|
|
$1
|
$
|
7,500,000.00
|
Class
M-1 Pass-Through Rate
|
||||||
|
M-2
|
$
|
25,000
|
|
$1
|
$
|
7,200,000.00
|
Class
M-2 Pass-Through Rate
|
||||||
|
M-3
|
$
|
25,000
|
|
$1
|
$
|
4,200,000.00
|
Class
M-3 Pass-Through Rate
|
||||||
|
M-4
|
$
|
25,000
|
|
$1
|
$
|
3,900,000.00
|
Class
M-4 Pass-Through Rate
|
||||||
|
M-5
|
$
|
25,000
|
$1
|
$
|
5,700,000.00
|
Class
M-5 Pass-Through Rate
|
|||||||
|
M-6
|
$
|
25,000
|
|
$1
|
$
|
3,000,000.00
|
Class
M-6 Pass-Through Rate
|
||||||
|
M-7
|
$
|
25,000
|
|
$1
|
$
|
3,600,000.00
|
Class
M-7 Pass-Through Rate
|
||||||
|
P
|
$
|
1
|
|
$1
|
$
|
100.00
|
N/A
|
||||||
|
X
|
$
|
1
|
|
$1
|
$
|
4,200,336.34
|
Class
X Pass-Through Rate
|
||||||
|
R
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
|
R-X
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Upon
original issue, the Certificates shall be executed and authenticated by the
Securities Administrator and delivered by the Trustee to and upon the written
order of the Depositor. The Certificates shall be executed by manual or
facsimile signature on behalf of the Trust Fund by the Securities Administrator
by an authorized signatory. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Securities Administrator shall bind the Trust, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices
at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
herein executed by the Securities Administrator by manual signature, and such
certificate of authentication shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their
authentication.
The
Depositor shall provide, or cause to be provided, to the Securities
Administrator on a continuous basis, an adequate inventory of Certificates
to
facilitate transfers.
(b) The
Class
X Certificates and Class P Certificates offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
144A”) will be issued in the form of Definitive Certificates. The Residual
Certificates will be issued in the form of Definitive Certificates.
Section
6.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Securities Administrator shall maintain, or cause to be maintained in accordance
with the provisions of Section 6.09, a Certificate Register for the
Certificates in which, subject to the provisions of subsections (b) and (c)
below and to such reasonable regulations as it may prescribe, the Securities
Administrator shall provide for the registration of Certificates and of
Transfers and exchanges of Certificates as herein provided. Upon surrender
for
registration of Transfer of any Certificate, the Securities Administrator shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class and of like
aggregate Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever
any
Certificates are so surrendered for exchange, the Securities Administrator
shall
execute, authenticate, and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by
a
written instrument of Transfer in form satisfactory to the Securities
Administrator duly executed by the holder thereof or his attorney duly
authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Securities Administrator in
accordance with the Securities Administrator’s customary
procedures.
(b) 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 Securities
Administrator in writing the facts surrounding the Transfer in substantially
the
forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
letter in substantially the form of either Exhibit F (the “Investment Letter”)
or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
Securities Administrator an Opinion of Counsel, at the expense of the
transferor, 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 Sponsor, the Securities Administrator, the Trustee or the Trust
Fund. 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 Securities Administrator 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 Securities
Administrator, the Depositor and the Sponsor 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 an ERISA Restricted Certificate shall be made unless the Securities
Administrator shall have received either (i) a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Securities Administrator to the effect that such transferee
is not an employee benefit plan subject to Section 406 of ERISA and/or a
plan subject to Section 4975 of the Code, or a Person acting on behalf of
any such plan or using the assets of any such plan, or (ii) in the case of
any
such ERISA Restricted Certificate presented for registration in the name of
an
employee benefit plan subject to ERISA, or a plan subject to Section 4975
of the Code (or comparable provisions of any subsequent enactments), or a
trustee of any such plan or any other person acting on behalf of any such plan,
an Opinion of Counsel satisfactory to the Securities Administrator for the
benefit of the Securities Administrator, the Depositor and the Servicer and
on
which they may rely to the effect that the purchase and holding of such ERISA
Restricted Certificate is permissible under applicable law, will not result
in
any prohibited transactions under ERISA or Section 4975 of the Code and
will not subject the Securities Administrator, the Depositor or any Servicer
to
any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Securities
Administrator, the Depositor or any Servicer. Notwithstanding anything else
to
the contrary herein, any purported transfer of an ERISA Restricted Certificate
to or on behalf of an employee benefit plan subject to Section 406 of ERISA
and/or a plan subject to Section 4975 of the Code other than in compliance
with the foregoing shall be void and of no effect; provided that the restriction
set forth in this sentence shall not be applicable if there has been delivered
to the Securities Administrator an Opinion of Counsel meeting the requirements
of clause (ii) of the first sentence of this paragraph. The Securities
Administrator shall not 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(b) 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 Securities Administrator
shall be entitled, but not obligated, to recover from any Holder of any ERISA
Restricted Certificate that was in fact an employee benefit plan subject to
Section 406 of ERISA or a plan subject to Section 4975 of the Code or
a Person acting on behalf of any such plan at the time it became a Holder or,
at
such subsequent time as it became such a plan or Person acting on behalf of
such
a plan, all payments made on such ERISA Restricted Certificate at and after
either such time. Any such payments so recovered by the Securities Administrator
shall be paid and delivered by the Securities Administrator to the last
preceding Holder of such Certificate that is not such a plan or Person acting
on
behalf of a plan.
Each
beneficial owner of a Mezzanine Certificate acquired after termination of the
Supplemental Interest Trust or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan or investing with “Plan
Assets”, (ii) it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated,
at
the time of purchase, not lower than “BBB-“ (or its equivalent) by S&P or
Xxxxx’x, and the certificate is so rated or (iii) (1) it is an insurance
company, (2) the source of funds used to acquire or hold the certificate or
interest therein is an “insurance company general account,” as such term is
defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of Senior Certificate or Mezzanine Certificate or any interest therein, shall
be
deemed to have represented, by virtue of its acquisition or holding of such
Certificate, or interest therein, that either (i) it is not a Plan or (ii)
(A)
it is an accredited investor within the meaning of the Exemption and (B) the
acquisition and holding of such Certificate and the separate right to receive
payments from the Supplemental Interest Trust are eligible for the exemptive
relief available under one of PTCE 95-60, 91-38, 96-23, 90-1 or
84-14.
(c) (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:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Securities
Administrator of any change or impending change in its status as a Permitted
Transferee.
(B) In
connection with any proposed Transfer of any Ownership Interest in a Residual
Certificate, the Securities Administrator shall require delivery to it, and
shall not register the Transfer of any Residual Certificate until its receipt
of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
form attached hereto as Exhibit D) from the proposed Transferee, in form and
substance satisfactory to the Securities Administrator, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Residual Certificate
that
is the subject of the proposed Transfer as a nominee, trustee or agent for
any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 6.02(d) and agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if an authorized officer of the Securities Administrator
who is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in a
Residual Certificate and (Y) not to transfer its Ownership Interest unless
it
provides a Transferor Affidavit (in the form attached hereto as Exhibit E)
to
the Securities Administrator stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the
Securities Administrator written notice that it is a “pass-through interest
holder” within the meaning of temporary Treasury regulation
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Residual Certificate, if it is, or is holding an Ownership
Interest in a Residual Certificate on behalf of, a “pass-through interest
holder.”
(ii) The
Securities Administrator will register the Transfer of any Residual Certificate
only if it shall have received the Transfer Affidavit and Agreement and all
of
such other documents as shall have been reasonably required by the Securities
Administrator as a condition to such registration. In addition, no Transfer
of a
Residual Certificate shall be made unless the Securities Administrator shall
have received a representation letter from the Transferee of such Certificate
to
the effect that such Transferee is a Permitted Transferee.
(iii) (A) If
any purported Transferee shall become a Holder of a Residual Certificate in
violation of the provisions of this Section 6.02(d), then the last
preceding Permitted Transferee shall be restored, to the extent permitted by
law, to all rights as holder thereof retroactive to the date of registration
of
such Transfer of such Residual Certificate. The Securities Administrator shall
be under no liability to any Person for any registration of Transfer of a
Residual Certificate that is in fact not permitted by this Section 6.02(d)
or for making any payments due on such Certificate to the holder thereof or
for
taking any other action with respect to such holder under the provisions of
this
Agreement.
(B) If
any
purported Transferee shall become a holder of a Residual Certificate in
violation of the restrictions in this Section 6.02(d) and to the extent
that the retroactive restoration of the rights of the holder of such Residual
Certificate as described in clause (iii)(A) above shall be invalid, illegal
or
unenforceable, then the Securities Administrator shall have the right, without
notice to the holder or any prior holder of such Residual Certificate, to sell
such Residual Certificate to a purchaser selected by the Securities
Administrator on such terms as the Securities Administrator may choose. Such
purported Transferee shall promptly endorse and deliver each Residual
Certificate in accordance with the instructions of the Securities Administrator.
Such purchaser may be the Securities Administrator itself or any Affiliate
of
the Securities Administrator. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Securities Administrator or its
Affiliates), expenses and taxes due, if any, will be remitted by the Securities
Administrator to such purported Transferee. The terms and conditions of any
sale
under this clause (iii)(B) shall be determined in the sole discretion of the
Securities Administrator, and the Securities Administrator shall not be liable
to any Person having an Ownership Interest in a Residual Certificate as a result
of its exercise of such discretion.
(iv) The
Securities Administrator shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions all information necessary
to
compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Residual Certificate to any Person who is a Disqualified Organization,
including the information described in Treasury regulations sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
such Residual Certificate and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund, partnership, trust,
estate or organization described in Section 1381 of the Code that holds an
Ownership Interest in a Residual Certificate having as among its record holders
at any time any Person which is a Disqualified Organization. Reasonable
compensation for providing such information may be charged or collected by
the
Securities Administrator.
(v) The
provisions of this Section 6.02(d) set forth prior to this subsection (v)
may be modified, added to or eliminated, provided that there shall have been
delivered to the Securities Administrator at the expense of the party seeking
to
modify, add to or eliminate any such provision the following:
(A) written
notification from each Rating Agency to the effect that the modification,
addition to or elimination of such provisions will not cause such Rating Agency
to downgrade its then-current ratings of any Class of Certificates;
and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Securities
Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not cause any REMIC to cease to qualify
as a
REMIC and will not cause any REMIC, as the case may be, to be subject to an
entity-level tax caused by the Transfer of any Residual Certificate to a Person
that is not a Permitted Transferee or a Person other than the prospective
transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
Certificate to a Person that is not a Permitted Transferee.
(d) Subject
to the preceding subsections, upon surrender for registration of transfer of
any
Certificate at any office or agency of the Securities Administrator maintained
for such purpose pursuant to Section 9.11, the Securities Administrator
shall execute, authenticate and deliver, in the name of the designated
Transferee or Transferees, one or more new Certificates of the same Class of
a
like aggregate Percentage Interest.
(e) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Securities Administrator maintained
for
such purpose pursuant to Section 9.11. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute,
authenticate and deliver, the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall (if so required by the Securities Administrator)
be duly endorsed by, or be accompanied by a written instrument of transfer
in
the form satisfactory to the Securities Administrator duly executed by, the
Holder thereof or his attorney duly authorized in writing. In addition, (i)
with
respect to each Class R Certificate, the holder thereof may exchange, in the
manner described above, such Class R Certificate for three separate
certificates, each representing such holder's respective Percentage Interest
in
the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest,
respectively, in each case that was evidenced by the Class R Certificate being
exchanged and (ii) with respect to each Class R-X Certificate, the holder
thereof may exchange, in the manner described above, such Class R-X Certificate
for three separate certificates, each representing such holder's respective
Percentage Interest in the Class R-4 Interest, the Class R-5 Interest and the
Class R-6 Interest, respectively, in each case that was evidenced by the Class
R-X Certificate being exchanged.
(f) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Securities Administrator may require 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.
(g) 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 Securities
Administrator, the Depositor or the Sponsor.
(h) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Securities Administrator in accordance with its customary
procedures.
Section
6.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Securities Administrator, or
the
Securities Administrator receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership thereof
and
(b) there is delivered to the Securities Administrator such security or
indemnity as may be required by them to save each of them harmless, then, in
the
absence of notice to the Securities Administrator that such Certificate has
been
acquired by a bona fide purchaser, the Securities Administrator shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new Certificate
under this Section 6.03, the Securities Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Securities Administrator) connected therewith. Any
replacement Certificate issued pursuant to this Section 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 Securities
Administrator under the terms of this Section 6.03 shall be canceled and
destroyed by the Securities Administrator in accordance with its standard
procedures without liability on its part.
Section
6.04 Persons
Deemed Owners.
The
Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
Administrator and any of their agents 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 none of the Depositor, the Servicers, the Trustee, the Master
Servicer, the Securities Administrator nor any of their agents 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
Securities Administrator, (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 shall request such information in writing from the Securities
Administrator, then the Securities Administrator shall, within ten Business
Days
after the receipt of such request, provide the Depositor or such
Certificateholders at such recipients’ expense the most recent list of the
Certificateholders of the Trust Fund held by the Securities Administrator,
if
any. The Depositor and every Certificateholder, by receiving and holding a
Certificate, agree that the Securities Administrator shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section
6.06 Book-Entry
Certificates.
The
Regular 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 Securities Administrator may deal with the Depository and
the
Depository Participants for all purposes (including the making of distributions)
as the authorized representative of the respective Certificate Owners of such
Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Securities
Administrator except to another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 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
Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
Administrator may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants;
and
(g) to
the
extent that the provisions of this Section conflict with any other
provisions of this Agreement, the provisions of this Section shall
control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
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 Securities Administrator 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 Securities Administrator that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Securities Administrator or the Depositor is unable to
locate a qualified successor, (b) the Depositor, at its sole option, advises
the
Securities Administrator that it elects to terminate the book-entry system
with
respect to such Certificates through the Depository or (c) after the occurrence
and continuation of either of the events described in clauses (a) or (b) above,
Certificate Owners of such Book-Entry Certificates having not less than fifty
one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
Certificates advise the Securities Administrator and the Depository in writing
through the Depository Participants that the continuation of a book-entry system
with respect to Certificates of such Class through the Depository (or its
successor) is no longer in the best interests of the Certificate Owners of
such
Class, then the Securities Administrator shall notify all Certificate Owners
of
such Certificates, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to applicable Certificate
Owners requesting the same. The Depositor shall provide the Securities
Administrator with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon surrender to the
Securities Administrator of any such Certificates by the Depository, accompanied
by registration instructions from the Depository for registration, the
Securities Administrator shall countersign and deliver such Definitive
Certificates. Neither the Depositor nor the Securities Administrator shall
be
liable for any delay in delivery of such instructions and each may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of such Definitive Certificates, all references herein to obligations
imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Securities Administrator, to the extent applicable
with respect to such Definitive Certificates and the Securities Administrator
shall recognize the Holders of such Definitive Certificates as
Certificateholders hereunder.
Section
6.09 Maintenance
of Office or Agency.
Certificates
may be surrendered for registration of transfer or exchange at the applicable
Corporate Trust Office of the Securities Administrator. The Securities
Administrator will give prompt written notice to the Certificateholders of
any
change in such location of any such office or agency.
ARTICLE
VII
THE
DEPOSITOR, THE RELATED SERVICER AND THE MASTER SERVICER
Section
7.01 Liabilities
of the Depositor, the related Servicer and the Master Servicer.
Each
of
the Depositor, the related Servicer 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, the related Servicer or the Master
Servicer.
(a) Each
of
the Depositor and the related Servicer will keep in full force and effect its
rights and franchises as a corporation or limited liability company (or other
entity resulting from merger, conversion or consolidation to the extent
permitted under this Section 7.02), as applicable, under the laws of the state
of its incorporation or formation, and
will
obtain and preserve its qualification to do business as a foreign corporation,
limited liability company or other such entity 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.
The
Master Servicer will keep in full force and effect its existence, rights and
franchises as a national banking association, 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) The
Depositor, the related Servicer or the Master Servicer may be merged, converted,
or consolidated, and any Person resulting from any merger, conversion, or
consolidation to which the Depositor, such Servicer or the Master Servicer
shall
be a party, or any Person succeeding to the business of the Depositor, such
Servicer or the Master Servicer shall be the successor of the Depositor, such
Servicer 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, provided that any Successor Servicer
shall have represented that it meets the eligibility criteria set forth in
Section 8.02.
Section
7.03 Indemnification
of the Depositor and Servicing Function Participants.
(a) The
Depositor agrees to indemnify the Indemnified Persons for, and to hold them
harmless against, any loss, liability or expense (including reasonable legal
fees and disbursements of counsel) incurred on their part that may be sustained
in connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement or the Certificates (i) related to the Depositor’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 Depositor’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. This indemnity shall survive
the
resignation of and the termination of this Agreement.
(b) The
related Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
such Servicer’s gross negligence in the performance of its duties under this
Agreement or failure to service the related Mortgage Loans in material
compliance with the terms of this Agreement and for a material breach of any
representation, warranty or covenant of such Servicer contained herein. The
related Servicer shall immediately notify the Trustee if a claim is made by
a
third party with respect to this Agreement or the related Mortgage Loans, assume
(with the consent of the Trustee and with counsel reasonably satisfactory to
the
Trustee) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly appeal or pay, discharge and
satisfy any judgment or decree which may be entered against it or any
Indemnified Person in respect of such claim, but failure to so notify the
related Servicer shall not limit its obligations hereunder. The related Servicer
agrees that it will not enter into any settlement of any such claim without
the
consent of the Indemnified Persons unless such settlement includes an
unconditional release of such Indemnified Persons from all liability that is
the
subject matter of such claim. The provisions of this Section 7.03(b) shall
survive termination of this Agreement.
(c) Each
Servicing Function Participant shall indemnify and hold harmless the related
Servicer, the Master Servicer, the Securities Administrator, the Trustee, the
Depositor and the Sponsor and their respective directors, officers, employees,
agents, and affiliates from and against any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon (a) any
breach by such party of any if its obligations hereunder, including particularly
its obligations to provide any Assessment of Compliance, Attestation Report,
Compliance Statement, Back-up Certification or any information, data or
materials required to be included in any Exchange Act report, (b) any material
misstatement or material omission in any information, data or materials required
to be contained in (i) any compliance certificate delivered by the such party
pursuant to Section 3.13 of this Agreement, (ii) any assessment or attestation
delivered by such party pursuant to Section 3.14 of this Agreement, (iii) any
back-up certification (in the form of Exhibit M) delivered by such party
pursuant to Section 3.18 of this Agreement or (iv) any disclosure materials
delivered by such party pursuant to Section 5.18 or (c) the negligence, bad
faith or willful misconduct of such party in connection with its performance
hereunder. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the related Servicer, the Master Servicer, the
Securities Administrator, the Trustee, the Depositor and the Sponsor, then
each
such party agrees that it shall contribute to the amount paid or payable by
the
Master Servicer, the Securities Administrator, the Trustee, the Depositor and
the Sponsor as a result of any claims, losses, damages or liabilities incurred
by Master Servicer, the Securities Administrator, the Trustee, the Depositor
and
the Sponsor in such proportion as is appropriate to reflect the relative fault
of the Master Servicer, the Securities Administrator, the Trustee, the Depositor
and the Sponsor on the one hand and such party on the other. This indemnity
shall survive the termination or resignation of the parties hereto or the
termination of this Agreement.
Section
7.04 Limitations
on Liability of the Depositor, Securities Administrator, Master Servicer,
related Servicer and Others.
Subject
to the obligation of the Depositor and the related Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:
(a) Neither
the Depositor, the Securities Administrator, the Master Servicer nor any of
the
directors, officers, employees or agents of the Depositor, the Securities
Administrator 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 Securities Administrator, the Master
Servicer or any such Person against any breach of warranties, representations
or
covenants made herein or against any specific liability imposed on any such
Person pursuant hereto or against 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 Securities Administrator, the Master Servicer and any director,
officer, employee or agent of the Depositor, the Securities Administrator 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 Securities Administrator, the Master Servicer, the related
Servicer, the Trustee, the Custodian and any director, officer, employee or
agent of the Depositor, the Securities Administrator, the Master Servicer,
the
related Servicer, the Trustee or the Custodian shall be indemnified by the
Trust
Fund 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 relating to this
Agreement, the Custodial Agreement or the Certificates (including any pending
or
threatened claim or legal action), other than (i) with respect to the related
Servicer, such loss, liability or expense related to the 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, with respect to the Custodian, to the Custodian’s failure to perform its
duties hereunder, (ii) with respect to the related Servicer, any such loss,
liability or expense incurred by reason of such Servicer’s willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder or
(iii) with respect to Custodian, any such loss, liability or expense incurred
by
reason of the Custodian’s willful misfeasance, bad faith or gross negligence in
the performance of its duties hereunder.
(d) The
Depositor the Securities Administrator or the Master Servicer shall not 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, that each of the
Depositor, the Securities Administrator and the Master Servicer may in its
discretion, undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason
of
reckless disregard of obligations and duties hereunder) shall be expenses,
costs
and liabilities of the Trust Fund, and the Depositor, the Securities
Administrator and the Master Servicer shall be entitled to be reimbursed
therefor out of the Distribution Account as provided by Section 3.32.
Nothing in this Subsection 7.04(d) shall affect the Master Servicer’s obligation
to take such actions as are necessary to ensure the servicing and administration
of the Mortgage Loans pursuant to this Agreement.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Trustee shall
not
be required to investigate or make recommendations concerning potential
liabilities which the Trust Fund might incur as a result of such course of
action by reason of the condition of the Mortgaged Properties.
(f) The
Trustee shall not be liable for any acts or omissions of any Servicer, the
Depositor or the Custodian.
Section
7.05 The
related Servicer Not to Resign.
(a) The
related Servicer shall not resign from the obligations and duties hereby imposed
on it except upon the determination that its duties hereunder are no longer
permissible under applicable law or the performance of such duties are no longer
possible in order to comply with applicable law and such incapacity or
impossibility cannot be cured by such Servicer. Any determination permitting
the
resignation of the related Servicer shall be evidenced by an Opinion of Counsel
to such effect delivered to the Master Servicer which Opinion of Counsel shall
be in form and substance acceptable to the Master Servicer. No appointment
of a
successor to the related Servicer shall be effective hereunder unless (a) the
Rating Agencies have confirmed in writing that such appointment will not result
in a downgrade, qualification or withdrawal of the then current ratings assigned
to the Certificates, (b) such successor shall have represented that it is meets
the eligibility criteria set forth in Section 8.02 and (c) such successor
has agreed in writing to assume the obligations of the related Servicer
hereunder. The related Servicer shall provide a copy of the written confirmation
of the Rating Agencies and the agreement executed by such successor to the
Master Servicer. No such resignation shall become effective until a successor
servicer or the Master Servicer shall have assumed the related Servicer’s
responsibilities and obligations hereunder. The related Servicer shall notify
the Master Servicer and the Rating Agencies of its resignation.
(b) Except
as
expressly provided herein, the related Servicer shall not assign or transfer
any
of its rights, benefits or privileges hereunder to any other Person, or delegate
to or subcontract with, or authorize or appoint any other Person to perform
any
of the duties, covenants or obligations to be performed by such Servicer
hereunder. The foregoing prohibition on assignment shall not prohibit the
related Servicer from designating a Subservicer as payee of any indemnification
amount payable to the related Servicer hereunder; provided, however, that as
provided in Section 3.03, no Subservicer or Subcontractor shall be a
third-party beneficiary hereunder and the parties hereto shall not be required
to recognize any Subservicer or Subcontractor as an indemnitee under this
Agreement.
Section
7.06 Termination
of the related Servicer Without Cause; Appointment of Special
Servicer.
(a) For
so
long as the Sponsor retains ownership of the servicing rights with respect
to
any of the Mortgage Loans, the Sponsor may, at its option, terminate the
servicing responsibilities of the related Servicer hereunder with respect to
such Mortgage Loans without cause. No such termination shall become effective
unless and until a successor to such Servicer shall have been appointed to
service and administer the related Mortgage Loans pursuant to the terms and
conditions of this Agreement. No appointment shall be effective unless (i)
such
successor servicer meets the eligibility criteria contained in
Section 8.02, (ii) the Master Servicer shall have consented to such
appointment, (iii) the Rating Agencies have been notified in writing of such
appointment and such successor servicer meets the Minimum Servicing
Requirements, (iv) such successor has agreed to assume the obligations of the
related Servicer hereunder to the extent of the related Mortgage Loans and
(v)
all amounts reimbursable to the related Servicer pursuant to the terms of this
Agreement shall have been paid to the related Servicer by the successor
appointed pursuant to the terms of this Section 7.06 or by the Sponsor
including without limitation, all unreimbursed Advances and Servicing Advances
made by the related Servicer and all out-of-pocket expenses of the related
Servicer incurred in connection with the transfer of servicing to such
successor. The Sponsor shall provide a copy of the written confirmation of
the
Rating Agencies and the agreement executed by such successor to the Trustee
and
the Master Servicer.
The
rights of the Sponsor to terminate the related Servicer pursuant to this Section
7.06(a) will cease to exist if the Sponsor sells or otherwise divests itself
of
its ownership of the servicing rights with respect to the Mortgage Loans;
provided, however, that this Section 7.06(a) will be operative at any time
the
Sponsor retains or comes into possession of such servicing rights.
(b) In
addition, the Sponsor may, at its option, appoint a special servicer with
respect to certain of the Mortgage Loans. The Sponsor and the related Servicer
shall negotiate in good faith with any proposed special servicer with respect
to
the duties and obligations of such special servicer with respect to any such
Mortgage Loan. Any Subservicing Agreement shall contain terms and provisions
not
inconsistent with this Agreement and shall obligate the special servicer to
service such Mortgage Loans in accordance with Accepted Servicing Practices.
The
fee payable to the special servicer for the performance of such duties and
obligations will paid from the Servicing Fee collected by the related Servicer
with respect to each such Mortgage Loan and will be remitted to such special
servicer by the related Servicer.
Section
7.07 Limitation
on Resignation of the Master Servicer.
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of the Master Servicer shall
be
evidenced by an Opinion of Counsel to such effect obtained at the expense of
the
Master Servicer and delivered to the Trustee and the Rating Agencies. No
resignation of the Master Servicer shall become effective until the Trustee
or a
successor Master Servicer meeting the criteria specified in Section 7.08
shall have assumed the Master Servicer’s responsibilities, duties, liabilities
(other than those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement.
Section
7.08 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 and assuming the obligations of the Master Servicer hereunder (a)
shall have a net worth of not less than $15,000,000 (unless otherwise approved
by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (c) 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; and (iii) the
Master Servicer assigning the master servicing shall deliver to the Trustee
an
officer’s certificate and an Opinion of Counsel, 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 out of acts or omissions prior to the effective date
thereof.
Section
7.09 Rights
of the Depositor in Respect of the related Servicer and the Master
Servicer.
Each
of
the Master Servicer and the related Servicer shall afford (and any Subservicing
Agreement shall provide that each Subservicer or Subcontractor shall afford)
the
Depositor and the Trustee, upon reasonable notice, during normal business hours,
access to all records maintained by the Master Servicer or the related Servicer
(and any such Subservicer or Subcontractor) in respect of the related Servicer’s
rights and obligations hereunder and access to officers of the Master Servicer
or the related Servicer (and those of any such Subservicer or Subcontractor)
responsible for such obligations, and the Master Servicer shall have access
to
all such records maintained by the related Servicer and any Subservicers. Upon
request, each of the Master Servicer and the related Servicer shall furnish
to
the Depositor and the Trustee its (and any such Subservicer’s or
Subcontractor’s) most recent financial statements and such other information
relating to the Master Servicer’s or the related Servicer’s capacity to perform
its obligations under this Agreement as it possesses (and that any such
Subservicer or Subcontractor possesses). To the extent the Depositor and the
Trustee are informed that such information is not otherwise available to the
public, the Depositor and the Trustee shall not disseminate any information
obtained pursuant to the preceding two sentences without the Master Servicer’s
or the related Servicer’s written consent, except as required pursuant to this
Agreement or to the extent that it is appropriate to do so (i) to its legal
counsel, auditors, taxing authorities or other governmental agencies and the
Certificateholders, (ii) pursuant to any law, rule, regulation, order, judgment,
writ, injunction or decree of any court or governmental authority having
jurisdiction over the Depositor and the Trustee or the Trust Fund, and in any
case, the Depositor or the Trustee, (iii) disclosure of any and all information
that is or becomes publicly known, or information obtained by the Trustee from
sources other than the Depositor, the related Servicer or the Master Servicer,
(iv) disclosure as required pursuant to this Agreement or (v) disclosure of
any
and all information (A) in any preliminary or final offering circular,
registration statement or contract or other document pertaining to the
transactions contemplated by the Agreement approved in advance by the Depositor,
the related Servicer or the Master Servicer or (B) to any affiliate, independent
or internal auditor, agent, employee or attorney of the Trustee having a need
to
know the same, provided that the Trustee advises such recipient of the
confidential nature of the information being disclosed, shall use its best
efforts to assure the confidentiality of any such disseminated non-public
information. Nothing in this Section 7.09 shall limit the obligation of the
related Servicer to comply with any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the related Servicer
to
provide access as provided in this Section 7.09 as a result of such
obligation shall not constitute a breach of this Section. Nothing in this
Section 7.09 shall require the related Servicer to collect, create, collate
or otherwise generate any information that it does not generate in its usual
course of business. The related Servicer shall not be required to make copies
of
or ship documents to any party unless provisions have been made for the
reimbursement of the costs thereof. The Depositor may, but is not obligated
to,
enforce the obligations of the Master Servicer and the related Servicer under
this Agreement and may, but is not obligated to, perform, or cause a designee
to
perform, any defaulted obligation of the Master Servicer or the related Servicer
under this Agreement or exercise the rights of the Master Servicer or the
related Servicer under this Agreement; provided that neither the Master Servicer
nor the related Servicer shall be relieved of any of its obligations under
this
Agreement by virtue of such performance by the Depositor or its designee. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Master Servicer or the related Servicer and is not
obligated to supervise the performance of the Master Servicer or the related
Servicer under this Agreement or otherwise.
ARTICLE
VIII
DEFAULT;
TERMINATION OF A SERVICER AND MASTER SERVICER
Section
8.01 Events
of Default.
(a) In
case
one or more of the following events of default by a Servicer (each, a “Servicer
Default”) shall occur and be continuing, that is to say:
(ii) any
failure by such Servicer to remit to the Securities Administrator any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of two (2) Business Days; or
(iii) failure
on the part of a
Servicer to
duly
observe or perform in any material respect any other of the covenants or
agreements on the part of such Servicer set forth in this Agreement (other
than
those described in (viii) and (ix) below), the breach of which has a material
adverse effect and which continue unremedied for a period of thirty days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to such Servicer by the Master Servicer or
to
such Servicer and the Master Servicer by the holders of Certificates evidencing
not less than twenty-five percent (25%) of the Voting Rights evidenced by the
Certificates; or
(iv) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against such Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty days;
or
(v) such
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
of
assets and liabilities or similar proceedings of or relating to such Servicer
or
of or relating to all or substantially all of its property; or
(vi) such
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vii) such
Servicer attempts to assign its right to servicing compensation hereunder (other
than any payment by such Servicer to the Sponsor of any portion of the Servicing
Fee payable to such Servicer as provided in a separate side letter between
the
Sponsor and such Servicer) or such Servicer attempts to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate its duties
hereunder or any portion thereof except, in each case as otherwise permitted
herein; or
(viii) such
Servicer ceases to be qualified to transact business in any jurisdiction where
it is currently so qualified, but only to the extent such non-qualification
materially and adversely affects such Servicer’s ability to perform its
obligations hereunder;
(ix) so
long
as the Trust Fund is subject to Exchange Act reporting requirements, failure
by
such Servicer to duly perform, within the required time period, its obligations
under Sections 3.13, 3.14, 3.18 or 5.18, which default shall not be subject
to notice or a cure period;
(x) after
the
Trust Fund ceases to be subject to Exchange Act reporting requirements, any
failure by such Servicer to duly perform, within the required time period,
its
obligation to provide the annual statements of compliance and attestation
reports described in Sections 3.13 and 3.14 hereof, which failure continues
unremedied for a period of ten (10) Business Days after the date on which
written notice of such failure, requiring the same to be remedied, has been
given to such Servicer by the Master Servicer;
(xi) any
failure by such Servicer (or any successor thereto) to provide, within the
required time period set forth in Section 3.28 hereof, any required reports
or
data pertaining to the related Mortgage Loans, which failure continues
unremedied for a period of thirty (30) days after the date on which written
notice of such failure, requiring the same to be remedied, has been given to
such Servicer (or any successor thereto) by the Master Servicer; or
(xii) with
respect to Wachovia only, an event of default by Wachovia under the Servicing
Agreement
then,
and
in each and every such case, so long as a Servicer Default shall not have been
remedied, the Master Servicer, by notice in writing to the related Servicer
shall with respect to a payment default by such Servicer pursuant to
Section 8.01(i) of this Agreement or pursuant to the Servicing Agreement
and, upon the occurrence and continuance of any other Servicer Default may,
and,
at the written direction of Certificateholders evidencing not less than 25%
of
the Voting Rights shall, in addition to whatever rights the Trustee on behalf
of
the Certificateholders may have under Section 7.03 of this Agreement or the
Servicing Agreement, as applicable and at law or equity to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of such Servicer under this Agreement or the Servicing Agreement,
as
applicable and in and to the related Mortgage Loans and the proceeds thereof
without compensating such Servicer for the same with respect to a default by
such Servicer. On or after the receipt by such Servicer of such written notice,
all authority and power of the defaulting Servicer under this Agreement or
the
Servicing Agreement, as applicable whether with respect to the related Mortgage
Loans or otherwise, shall pass to and be vested in the Master Servicer. Upon
written request from the Master Servicer the defaulting Servicer shall prepare,
execute and deliver, any and all documents and other instruments, place in
the
Trustee’s (or its Custodian’s) possession all Mortgage Files relating to the
related Mortgage Loans, and do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether
to
complete the transfer and endorsement or assignment of the related Mortgage
Loans and related documents, or otherwise, at such Servicer’s sole expense. The
defaulting Servicer shall cooperate with the Master Servicer in effecting the
termination of such Servicer’s responsibilities and rights hereunder or under
the Servicing Agreement, as applicable, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the defaulting Servicer to the related
Custodial Account or Escrow Account or thereafter received with respect to
the
related Mortgage Loans or any related REO Property (provided, however, that
the
defaulting Servicer shall continue to be entitled to receive all amounts accrued
or owing to it under this Agreement or the Servicing Agreement, as applicable,
on or prior to the date of such termination, whether in respect of Advances,
Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall
continue to be entitled to the benefits of Section 7.04 of this Agreement
or the benefits under the Servicing Agreement, as applicable, notwithstanding
any such termination, with respect to events occurring prior to such
termination). Neither Master Servicer nor the Trustee shall have knowledge
of a
Servicer Default unless a Responsible Officer of the Master Servicer or the
Trustee, as applicable, has actual knowledge or unless written notice of any
Servicer Default is received by the Master Servicer or the Trustee, as
applicable, at its address for notice and such notice references the
Certificates, the Trust Fund or this Agreement.
(b) In
case
one or more of the following events of default by the Master Servicer (each,
a
“Master Servicer Default”) shall occur and be continuing, that is to
say:
(i) any
failure on the part of the Master Servicer duly 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 the breach by the Master
Servicer of any representation and warranty contained in Section 2.03,
which continues unremedied for a period of thirty (30) days after the date
on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Depositor or the Trustee or to
the
Master Servicer, the Depositor and the Trustee by the Holders of Certificates
entitled to at least twenty-five percent (25%) of the Voting Rights;
or
(ii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises in an involuntary case under any present or future federal or
state
bankruptcy, insolvency or similar law or the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceeding, 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 sixty (60) days; or
(iii) the
Master Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to it or of or relating to
all
or substantially all of its property; or
(iv) 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 any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its
creditors, or voluntarily suspend payment of its obligations; or
(v) so
long
as the Trust Fund is subject to Exchange Act reporting requirements, failure
by
the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.13, 3.14, 3.18 or 5.18.
If
a
Master Servicer Default shall occur, then, and in each and every such case,
so
long as such Master Servicer Default shall not have been remedied, the Depositor
or the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Depositor if given by the Trustee
or
to the Trustee if given by the Depositor) with a copy to each Rating Agency,
terminate all of the rights and obligations of the Master Servicer in its
capacity as Master Servicer under this Agreement, to the extent permitted by
law, and in and to the Mortgage Loans and the proceeds thereof. On or after
the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise including, without limitation, the compensation payable to the
Master Servicer under this Agreement, shall pass to and be vested in the Trustee
pursuant to and under this Section, and, without limitation, the Trustee is
hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
and deliver, on behalf of and at the expense of the Master Servicer, 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 the Mortgage
Loans and related documents, or otherwise. The Master Servicer agrees promptly
(and in any event no later than ten Business Days subsequent to such notice)
to
provide the Trustee with all documents and records requested by it to enable
it
to assume the Master Servicer’s functions under this Agreement, and to cooperate
with the Trustee in effecting the termination of the Master Servicer’s
responsibilities and rights under this Agreement (provided, however, that the
Master Servicer shall continue to be entitled to receive all amounts accrued
or
owing to it under this Agreement on or prior to the date of such termination
and
shall continue to be entitled to the benefits of Section 7.03,
notwithstanding any such termination, with respect to events occurring prior
to
such termination). For purposes of this Section 8.01, the Trustee shall not
be deemed to have knowledge of a Master Servicer Default unless a Responsible
Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
Office has actual knowledge thereof or unless written notice of any event which
is in fact such a Master Servicer Default is received by the Trustee and such
notice references the Certificates, the Trust Fund or this Agreement. The
Trustee shall promptly notify the Rating Agencies of the occurrence of a Master
Servicer Default of which it has knowledge as provided above.
Notwithstanding
the above, the Trustee may, if it shall be unwilling to continue to so act,
or
shall, if it is unable to so act, petition a court of competent jurisdiction
to
appoint, or appoint on its own behalf any established housing and home finance
institution servicer, master servicer, servicing or mortgage servicing
institution having a net worth of not less than $15,000,000 and meeting such
other standards for a successor master servicer as are set forth in this
Agreement, as the successor to such Master Servicer in the assumption of all
of
the responsibilities, duties or liabilities of a master servicer, like the
Master Servicer.
To
the
extent that the costs and expenses of the Trustee related to the termination
of
the Master Servicer, appointment of a successor Master Servicer or the transfer
and assumption of the master servicing by the Trustee (including, without
limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the
Master Servicer as a result of a Master Servicer Default and (ii) all costs
and
expenses associated with the complete transfer of the master servicing,
including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
successor Master Servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor Master Servicer to master
service the Mortgage Loans in accordance with this Agreement) are not fully
and
timely reimbursed by the terminated Master Servicer, the Trustee shall be
entitled to reimbursement of such costs and expenses from the Distribution
Account. 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. Furthermore, neither the Trustee nor any other
successor master servicer shall be liable for any acts or omissions of the
terminated Master Servicer. Notwithstanding anything herein to the contrary,
in
no event shall the Trustee be liable for any Master Servicing Fee or for any
differential in the amount of the Master Servicing Fee paid hereunder and the
amount necessary to induce any successor master servicer to act as successor
master servicer under this Agreement and the transactions set forth or provided
for herein.
Section
8.02 Master
Servicer to Act; Appointment of Successor.
On
and
after the time a Servicer receives a notice of termination pursuant to
Section 8.01 of this Agreement or pursuant to the Servicing Agreement, the
Master Servicer shall become the successor to such 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 terminated Servicer by the terms
and
provisions hereof or the Servicing Agreement, as applicable, and applicable
law
including the obligation to make Advances pursuant to Article V hereof or the
Servicing Agreement, as applicable, except as otherwise provided herein or
therein; provided, however, that the Master Servicer’s obligation to make
Advances in its capacity as Successor Servicer shall not be subject to such
90-day transition period and the Master Servicer will make any Advance required
to be made by the terminated Servicer on the Distribution Date on which the
terminated Servicer was required to make such Advance. Effective on the date
of
such notice of termination, as compensation therefor, the Master Servicer shall
be entitled to all fees, costs and expenses relating to the related Mortgage
Loans that the terminated Servicer would have been entitled to if it had
continued to act hereunder or under the Servicing Agreement, as applicable,
provided, however, that the Master Servicer shall not be (i) liable for any
acts
or omissions of the terminated Servicer, (ii) obligated to make Advances if
it
is prohibited from doing so under applicable law or determines that such
Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible
for expenses of the terminated Servicer pursuant to Section 2.03 of this
Agreement or pursuant to the Servicing Agreement or (iv) obligated to deposit
losses on any Permitted Investment directed by the terminated Servicer.
Notwithstanding the foregoing, the Master Servicer or the Trustee, as
applicable, may, if it shall be unwilling to so act, or shall, if it is
prohibited by applicable law from making Advances pursuant to Article VI of
this
Agreement 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
terminated Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the terminated Servicer hereunder
or
under the Servicing Agreement. Any Successor Servicer shall (i) be an
institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved seller/servicer in
good standing, that has a net worth of at least $15,000,000 and (ii) be willing
to act as successor servicer of the related Mortgage Loans under this Agreement
or under the Servicing 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 terminated Servicer (other
than any liabilities of the terminated Servicer hereof incurred prior to
termination of such Servicer under Section 8.01 of this Agreement or under
the Servicing Agreement, as applicable), with like effect as if originally
named
as a party to this Agreement or under the Servicing 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 Master Servicer assumes the duties and responsibilities of the terminated
Servicer in accordance with this Section 8.02, the Master Servicer shall
not resign as servicer until a Successor Servicer has been appointed and has
accepted such appointment. Pending appointment of a successor to the terminated
Servicer hereunder or under this Servicing Agreement, the Master Servicer,
unless such party is prohibited by law from so acting, shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Master Servicer may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loans or otherwise as it
and
such successor shall agree; provided that no such compensation shall be in
excess of that permitted the terminated Servicer hereunder or under the
Servicing Agreement. The Master Servicer and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession. Neither the Master Servicer nor any other Successor 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 terminated 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 Master Servicer in connection with the termination of the
terminated Servicer, appointment of a Successor 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
Master Servicer to correct any errors or insufficiencies in the servicing data
or otherwise to enable the Master Servicer or the Successor Servicer to service
the related Mortgage Loans properly and effectively, to the extent not paid
by
the terminated Servicer as may be required herein shall be payable to the Master
Servicer from the Distribution Account pursuant to Section 3.32. Any
successor to the terminated Servicer as successor servicer under this 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 terminated Servicer is required to maintain
pursuant to Section 3.05 of this Agreement or pursuant to the Servicing
Agreement.
Section
8.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to a Servicer or the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.
(b) Within
sixty (60) days after the occurrence of any Servicer Default or Master Servicer
Default, the Trustee shall transmit by mail to all Certificateholders notice
of
each such Servicer Default or Master Servicer Default hereunder known to the
Trustee, unless such default shall have been cured or waived.
Section
8.04 Waiver
of Servicer Defaults and Master Servicer Defaults.
The
Trustee may waive only by written notice from Certificateholders evidencing
66-2/3% of the Voting Rights (unless such default materially and adversely
affects all Certificateholders, in which case the written direction shall be
from all of the Certificateholders) any default by a Servicer or the Master
Servicer in the performance of its obligations hereunder or under the Servicing
Agreement and its consequences. Upon any such waiver of a past default, such
default shall cease to exist, and any Servicer Default or Master Servicer
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived in writing.
ARTICLE
IX
CONCERNING
THE TRUSTEE AND SECURITIES ADMINISTRATOR
Section
9.01 Duties
of Trustee and Securities Administrator.
(a) The
Trustee, prior to the occurrence of a Master Servicer Default, and after the
curing or waiver of all Master Servicer Defaults, which may have occurred,
and
the Securities Administrator each undertake to perform such duties and only
such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. If a Master Servicer 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 use the same degree
of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such Person’s own affairs. Any
permissive right of the Trustee enumerated in this Agreement shall not be
construed as a duty.
(b) Each
of
the Trustee and the Securities Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it, which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement. If any such
instrument is found not to conform to the requirements of this Agreement in
a
material manner, the Trustee or the Securities Administrator, as the case may
be, shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to its satisfaction, the
Securities Administrator will provide notice to the Trustee thereof and the
Trustee will provide notice to the Certificateholders.
(c) The
Trustee shall promptly remit to the related Servicer any complaint, claim,
demand, notice or other document (collectively, the “Notices”) delivered to the
Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
relating to the servicing of the Mortgage Loans; provided than any such notice
(i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
information sufficient to permit the Trustee to make a determination that the
real property to which such document relates is a Mortgaged Property. The
Trustee shall have no duty hereunder with respect to any Notice it may receive
or which may be alleged to have been delivered to or served upon it unless
such
Notice is delivered to it or served upon it at its Corporate Trust Office and
such Notice contains the information required pursuant to clause (ii) of the
preceding sentence.
(d)
No
provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however,
that:
(i) Prior
to
the occurrence of a Master Servicer Default and after the curing or waiver
of
all Master Servicer Defaults which may have occurred with respect to the Trustee
and at all times with respect to the Securities Administrator, the duties and
obligations of the Trustee and the Securities Administrator shall be determined
solely by the express provisions of this Agreement, neither the Trustee nor
the
Securities Administrator shall be liable except for the performance of its
duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against
the
Trustee or the Securities Administrator and, in the absence of bad faith on
the
part of the Trustee or the Securities Administrator, respectively, the Trustee
or the Securities Administrator, respectively, may conclusively rely and shall
be fully protected in acting or refraining from acting, as to the truth of
the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee or the Securities
Administrator, respectively, that conform to the requirements of this
Agreement;
(ii) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for an error of judgment made in good faith by a Responsible Officer
or
Responsible Officers of the Trustee or an officer or officers of the Securities
Administrator, respectively, unless it shall be proved that the Trustee or
Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither
the Trustee nor the Securities Administrator shall be liable with respect to
any
action taken, suffered or omitted to be taken by it in good faith and believed
by it to be authorized or within the rights or powers conferred upon it by
this
Agreement or in accordance with the directions of the Holders of Certificates
evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
if such action or non-action relates to the time, method and place of conducting
any proceeding for any remedy available to the Trustee or the Securities
Administrator or exercising any trust or other power conferred upon the Trustee
or the Securities Administrator 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 Master Servicer Default unless a Responsible Officer
of the Trustee shall have actual knowledge thereof. In the absence of such
notice, the Trustee may conclusively assume there is no such default or Master
Servicer 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 that the Trustee’s gross negligence or willful misconduct
was the primary cause of such insufficiency (except to the extent that the
Trustee is obligor and has defaulted thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
or the Securities Administrator be liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee or the Securities Administrator has been
advised of the likelihood of such loss or damage and regardless of the form
of
action and whether or not any such damages were foreseeable or contemplated;
and
(vii) None
of
the Sponsor, 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.
Neither
the Trustee nor the Securities Administrator shall be required to expend or
risk
its own funds or otherwise incur liability, financial or otherwise, in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there is reasonable ground for believing that the repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement
shall in any event require the Trustee or the Securities Administrator to
perform, or be responsible for the manner of performance of, any of the
obligations of the terminated Servicer hereunder.
(e) All
funds
received by the Securities Administrator and required to be deposited in the
Distribution Account pursuant to this Agreement will be promptly so deposited
by
the Securities Administrator.
Section
9.02 Certain
Matters Affecting the Trustee and Securities Administrator.
(a) Except
as
otherwise provided in Section 9.01:
(i) The
Trustee and the Securities Administrator may conclusively rely and shall be
fully protected in acting or refraining from acting in reliance on any
resolution or certificate of the Sponsor, the Depositor or the Servicers, any
certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel:
(iii) Neither
the Trustee nor the Securities Administrator shall be under any obligation
to
exercise any of the trusts or powers vested in it by this Agreement, other
than
its obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee or the Securities Administrator, as the case may be, reasonable security
or indemnity satisfactory to it against the costs, expenses and liabilities
which may be incurred therein or thereby. Nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of a Master
Servicer 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 or use under
the
circumstances in the conduct of his own affairs;
(iv) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior
to
the occurrence of a Master Servicer Default hereunder and after the curing
or
waiver of all Master Servicer Defaults which may have occurred with respect
to
the Trustee and at all times with respect to the Securities Administrator,
neither the Trustee nor the Securities Administrator shall be bound to make
any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do
so
by Holders of Certificates evidencing not less than twenty-five percent (25%)
of
the aggregate Voting Rights of the Certificates and provided that the payment
within a reasonable time to the Trustee or the Securities Administrator of
the
costs, expenses or liabilities likely to be incurred by it in the making of
such
investigation is, in the opinion of the Trustee or the Securities Administrator,
as applicable, not reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms of
this Agreement, the Trustee or the Securities Administrator, as applicable,
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, nominees, custodians, agents
or
attorneys. 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;
(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
gross 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;
(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;
(x) The
Trustee shall have no duty hereunder with respect to any complaint, claim,
demand, notice or other document it may receive or which may be alleged to
have
been delivered or served upon it by the parties as a consequence of the
assignment of any Mortgage Loan hereunder; provided, however that the Trustee
shall promptly remit to the Servicer upon receipt any such complaint, claim,
demand, notice or other document (i) which is delivered to the Trustee at is
Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
and (iii) which contains information sufficient to permit the Trustee to make
a
determination that the real property to which such document relates is a
Mortgaged Property; and
(xi) The
Trustee is hereby directed by the Depositor to execute the side letter dated
November 30, 2006 relating to the Swap Provider’s upfront free on behalf of the
Supplemental Interest Trust in the form presented to it by the Depositor. Any
funds payable by the Trustee under the Swap Agreement at closing shall be paid
by the Depositor. The Trustee, not in its
individual capacity but solely in
its
separate capacity as Supplemental Interest Trust Trustee, is hereby directed
to
exercise the rights, perform the obligations, and make any representations
to be
exercised, performed, or made by the Supplemental Interest Trust Trustee, as
described herein. The Supplemental Interest Trust Trustee is hereby directed
to
execute and deliver the Swap Agreement on behalf of Party B (as defined therein)
and to exercise the rights, perform the obligations, and make the
representations of Party B thereunder, solely in its capacity as Supplemental
Interest Trust Trustee on behalf of Party B (as defined therein) and not in
its
individual capacity. The
Certificateholders (by acceptance of their Certificates) acknowledge and agree
that: (i) the Supplemental Interest Trust Trustee shall execute and deliver
the
Swap Agreement on behalf of Party B (as defined therein), (ii) the Supplemental
Interest Trust Trustee shall exercise the rights, perform the obligations,
and
make the representations of Party B thereunder, solely in its capacity as
Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
and not in its individual capacity, and (iii) the Securities Administrator
shall
also be entitled to exercise the rights and obligated to perform the obligations
of Party B under the Swap Agreement.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Supplemental Interest Trust Trustee shall
apply to the Supplemental Interest Trust Trustee’s execution of the Swap
Agreement, and the performance of its duties and satisfaction of its obligations
thereunder.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Securities Administrator shall apply to the
Securities Administrator’s execution of the Swap Agreement, and the performance
of its duties and satisfaction of its obligations thereunder.
(xii) None
of
the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
the Depositor, the Custodian or the Trustee shall be responsible for the acts
or
omissions of the others or of the Swap Provider, it being understood that this
Agreement shall not be construed to render them partners, joint venturers or
agents of one another.
Section
9.03 Trustee
and Securities Administrator not Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
of
the Securities Administrator, the authentication of the Securities Administrator
on the Certificates, the acknowledgements of the Trustee contained in Article
II
and the representations and warranties of the Trustee in Section 9.12)
shall be taken as the statements of the Depositor, and neither the Trustee
nor
the Securities Administrator assumes any responsibility for their correctness.
Neither the Trustee nor the Securities Administrator makes any representations
or warranties as to the validity or sufficiency (other than as specifically
set
forth in Section 9.12) of the Swap Agreement, the Certificates (other than
the signature of the Securities Administrator and authentication of the
Securities Administrator on the Certificates) or of any Mortgage Loan except
as
expressly provided in Section 2.02. The Securities Administrator’s signature and
authentication (or authentication of its agent) on the Certificates shall be
solely in its capacity as Securities Administrator and shall not constitute
the
Certificates an obligation of the Securities Administrator in any other
capacity. The Trustee and the Securities Administrator 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.
Section
9.04 Trustee
and Securities Administrator May Own Certificates.
Each
of
the Trustee and the Securities Administrator in its individual capacity or
in
any other capacity other than as Trustee or Securities Administrator hereunder
may become the owner or pledgee of any Certificates and may transact business
with other interested parties and their Affiliates with the same rights it
would
have if it were not the Trustee or the Securities Administrator.
Section
9.05 Fees
and Expenses of Trustee and Securities Administrator.
The
fees
of the Trustee, the Credit Risk Manager and the Securities Administrator
hereunder shall be paid in accordance with a side letter agreement with the
Master Servicer and at the sole expense of the Master Servicer. In addition,
the
Trustee, the Securities Administrator, the Custodian and any director, officer,
employee or agent of the Trustee, the Securities Administrator and the Custodian
shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense (including reasonable attorney’s fees and expenses)
incurred by the Trustee, the Custodian or the Securities Administrator including
any pending or threatened claim or legal action arising out of or in connection
with the acceptance or administration of its respective obligations and duties
under this Agreement, including the Swap Agreement and any and all other
agreements related hereto, other than any loss, liability or expense (i) for
which the Trustee is indemnified by the Master Servicer or the related Servicer,
(ii) that constitutes a specific liability of the Trustee or the Securities
Administrator pursuant to this Agreement or (iii) any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder by the Trustee or the Securities Administrator
or by reason of reckless disregard of obligations and duties hereunder. In
no
event shall the Trustee or the Securities Administrator be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including
but
not limited to lost profits), even if it has been advised of the likelihood
of
such loss or damage and regardless of the form of action. The Master Servicer
agrees to indemnify the Trustee, from, and hold the Trustee harmless against,
any loss, liability or expense (including reasonable attorney’s fees and
expenses) incurred by the Trustee by reason of the Master Servicer’s willful
misfeasance, bad faith or gross negligence in the performance of its duties
under this Agreement or by reason of the Master Servicer’s reckless disregard of
its obligations and duties under this Agreement. The indemnities in this
Section 9.05 shall survive the termination or discharge of this Agreement
and the resignation or removal of the Master Servicer, the Trustee, the
Securities Administrator or the Custodian. Any payment hereunder made by the
Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
without reimbursement from any REMIC therefor.
Section
9.06 Eligibility
Requirements for Trustee and Securities Administrator.
The
Trustee and the Securities Administrator shall at all times be a corporation
or
an association (other than the Depositor, the Sponsor or any Affiliate of the
foregoing) organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate
trust
powers, having a combined capital and surplus of at least $50,000,000 (or a
member of a bank holding company whose capital and surplus is at least
$50,000,000) and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions
at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its
most
recent report of conditions so published. In case at any time the Trustee or
the
Securities Administrator, as applicable, shall cease to be eligible in
accordance with the provisions of this Section, the Trustee or the Securities
Administrator, as applicable, shall resign immediately in the manner and with
the effect specified in Section 9.07.
Additionally,
the Securities Administrator (i) may not be an originator, Master Servicer,
any
Servicer, Depositor or an affiliate of the Depositor unless the Securities
Administrator is in an institutional trust department, (ii) must be authorized
to exercise corporate trust powers under the laws of its jurisdiction of
organization, and (iii) must be rated at least "A-1" by S&P (or such rating
acceptable to Fitch pursuant to a rating confirmation). Xxxxx Fargo Bank, N.A.
shall act as Securities Administrator for so long as it is Master Servicer
under
this Agreement.
Section
9.07 Resignation
and Removal of Trustee and Securities Administrator.
The
Trustee and the Securities Administrator may at any time resign (including,
without limitation, and in the case of the Securities Administrator, upon the
resignation or removal of the Master Servicer) and be discharged from the trust
hereby created by giving written notice thereof to the Depositor, to the Master
Servicer, to the Securities Administrator (or the Trustee, if the Securities
Administrator resigns) and to the Certificateholders. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor trustee or
successor securities administrator by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee or Securities
Administrator, as applicable, and to the successor trustee or successor
securities administrator, as applicable. A copy of such instrument shall be
delivered to the Certificateholders, the Trustee, the Securities Administrator
and the Master Servicer by the Depositor. If no successor trustee or successor
securities administrator shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of
resignation, the resigning Trustee or Securities Administrator, as the case
may
be, may, at the expense of the Trust Fund, petition any court of competent
jurisdiction for the appointment of a successor trustee or successor securities
administrator, as applicable.
If
at any
time the Trustee or the Securities Administrator shall cease to be eligible
in
accordance with the provisions of Section 9.06 and shall fail to resign
after written request therefor by the Depositor, or if at any time the Trustee
or the Securities Administrator shall become incapable of acting, or shall
be
adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
Administrator or of its property shall be appointed, or any public officer
shall
take charge or control of the Trustee or the Securities Administrator or of
its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee or the Securities
Administrator, as applicable and appoint a successor trustee or successor
securities administrator, as applicable, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or the Securities
Administrator so removed and to the successor trustee or successor securities
administrator. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee, the Securities Administrator and the Master
Servicer by the Depositor.
The
Holders of Certificates entitled to at least fifty-one percent (51%) of the
Voting Rights may at any time remove the Trustee or the Securities Administrator
and appoint a successor trustee or successor securities administrator by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Trustee or the Securities
Administrator so removed and one complete set to the successor so appointed.
A
copy of such instrument shall be delivered to the Certificateholders, the
Trustee (in the case of the removal of the Securities Administrator), the
Securities Administrator (in the case of the removal of the Trustee) and the
Master Servicer by the Depositor.
Any
resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor trustee or successor securities administrator
pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor trustee or successor
securities administrator, as applicable, as provided in
Section 9.08.
Any
Person appointed as successor trustee pursuant to this Section 9.07 shall also
be required to serve as successor supplemental interest trust trustee hereunder
and under the Swap Agreement.
Notwithstanding
anything to the contrary contained herein, the Master Servicer and the
Securities Administrator shall at all times be the same Person.
Section
9.08 Successor
Trustee or Securities Administrator.
Any
successor trustee or successor securities administrator appointed as provided
in
Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee or predecessor securities administrator
instrument accepting such appointment hereunder and thereupon the resignation
or
removal of the predecessor trustee or predecessor securities administrator
shall
become effective and such successor trustee or successor securities
administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or securities
administrator herein. The predecessor trustee or predecessor securities
administrator shall deliver to the successor trustee or successor securities
administrator all Mortgage Loan Documents and related documents and statements
to the extent held by it hereunder, as well as all monies, held by it hereunder,
and the Depositor and the predecessor trustee or predecessor securities
administrator shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee or successor securities administrator all
such rights, powers, duties and obligations.
No
successor trustee or successor securities administrator shall accept appointment
as provided in this Section 9.08 unless at the time of such acceptance such
successor trustee or successor securities administrator 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 or successor securities
administrator as provided in this Section 9.08, the successor trustee or
successor securities administrator shall mail notice of the succession of such
trustee or securities administrator hereunder to all Holders of Certificates.
If
the successor trustee or successor securities administrator fails to mail such
notice within ten days after acceptance of appointment, the Depositor shall
cause such notice to be mailed at the expense of the Trust Fund.
Section
9.09 Merger
or Consolidation of Trustee or Securities Administrator.
Any
corporation, state bank or national banking association into which the Trustee
or Securities Administrator may be merged or converted or with which it may
be
consolidated or any corporation, state bank or national banking association
resulting from any merger, conversion or consolidation to which the Trustee
or
the Securities Administrator shall be a party, or any corporation, state bank
or
national banking association succeeding to substantially all of the corporate
trust business of the Trustee or Securities Administrator or shall be the
successor of the Trustee or Securities Administrator hereunder, provided that
such corporation shall be eligible under the provisions of Section 9.06
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
9.10 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I or any property
securing the same may at the time be located, the Trustee 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 REMIC
I, and to vest in such Person or Persons, in such capacity, and for the benefit
of the Holders of the Certificates, such title to REMIC I, or any part thereof,
and, subject to the other provisions of this Section 9.10, such powers,
duties, obligations, rights and trusts as the Trustee may consider necessary
or
desirable. No co-trustee or separate trustee hereunder shall be required to
meet
the terms of eligibility as a successor trustee under Section 9.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.08
hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular
act
or acts are to be performed by the Trustee (whether as Trustee hereunder or
as
successor to a defaulting 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 REMIC
I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
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 trust
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.
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 or co-trustee.
Section
9.11 Appointment
of Office or Agency.
The
Certificates may be surrendered for registration of transfer or exchange at
the
Securities Administrator’s office initially located at Xxxxx Xxxxxx xxx
Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, and presented for final
distribution at the Corporate Trust Office of the Securities Administrator
where
notices and demands to or upon the Securities Administrator in respect of the
Certificates and this Agreement may be served.
Section
9.12 Representations
and Warranties.
The
Trustee hereby represents and warrants to the Master Servicer, the Securities
Administrator, the related Servicer and the Depositor as applicable, as of
the
Closing Date, that:
(i) It
is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States of America.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of
it
to perform its obligations under this Agreement or its financial
condition.
No
litigation is pending or, to the best of its knowledge, threatened against
it,
which would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or its financial
condition.
Section
9.13 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 Securities
Administrator covenants and agrees that it shall act as agent (and the
Securities Administrator is hereby appointed to act as agent) on behalf of
the
Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
shall do or refrain from doing, as applicable, the following: (a) the Securities
Administrator shall prepare and file, or cause to be prepared and filed, in
a
timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each such REMIC containing such
information and at the times and in the manner as may be required by the Code
or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such
times and in such manner as may be required thereby; (b) the Securities
Administrator shall apply for an employer identification number with the
Internal Revenue Service via a Form SS-4 or other comparable method for each
REMIC that is or becomes a taxable entity, and within thirty days of the Closing
Date, furnish or cause to be furnished to the Internal Revenue Service, on
Forms
8811 or as otherwise may be required by the Code, the name, title, address,
and
telephone number of the person that the holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for the Trust Fund; (c) the Securities
Administrator shall make or cause to be made elections, on behalf of each REMIC
formed hereunder to be treated as a REMIC on the federal tax return of such
REMIC for its first taxable year (and, if necessary, under applicable state
law); (d) the Securities Administrator shall prepare and forward, or cause
to be
prepared and forwarded, to the Certificateholders and to the Internal Revenue
Service and, if necessary, state tax authorities, all information returns and
reports as and when required to be provided to them in accordance with the
REMIC
Provisions, including without limitation, the calculation of any original issue
discount using the Prepayment Assumption; (e) the Securities Administrator
shall
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or
an
agent (including a broker, nominee or other middleman) of a Person that is
not a
Permitted Transferee, or a pass-through entity in which a Person that is not
a
Permitted Transferee is the record holder of an interest (the reasonable cost
of
computing and furnishing such information may be charged to the Person liable
for such tax); (f) the Securities Administrator 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 Securities
Administrator shall not knowingly or intentionally take any action or omit
to
take any action that would cause the termination of the REMIC status of any
REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
sources specified in the last paragraph of this Section 9.12, the amount of
any federal, state and local taxes, including prohibited transaction taxes
as
described below, imposed on any REMIC formed hereunder prior to the termination
of the Trust Fund when and as the same shall be due and payable (but such
obligation shall not prevent the Securities Administrator or any other
appropriate Person from contesting any such tax in appropriate proceedings
and
shall not prevent the Securities Administrator from withholding payment of
such
tax, if permitted by law, pending the outcome of such proceedings); (i) the
Trustee shall sign or cause to be signed federal, state or local income tax
or
information returns or any other document prepared by the Securities
Administrator pursuant to this Section 9.13 requiring a signature thereon
by the Trustee; (j) the Securities Administrator shall maintain records relating
to each REMIC formed hereunder including but not limited to the income,
expenses, assets and liabilities of each such REMIC and adjusted basis of the
Trust Fund property determined at such intervals as may be required by the
Code,
as may be necessary to prepare the foregoing returns, schedules, statements
or
information; (k) the Securities Administrator shall, for federal income tax
purposes, maintain books and records with respect to the REMICs on a calendar
year and on an accrual basis; (l) the Securities Administrator 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 Securities Administrator 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 Securities Administrator to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Securities
Administrator within ten (10) days after the Closing Date all information or
data that the Securities Administrator requests in writing and determines to
be
relevant for tax purposes to the valuations and offering prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Securities Administrator promptly
upon written request therefor, any such additional information or data that
the
Securities Administrator may, from time to time, request in order to enable
the
Securities Administrator to perform its duties as set forth herein. The
Depositor hereby indemnifies the Securities Administrator for any losses,
liabilities, damages, claims or expenses of the Securities Administrator arising
from any errors or miscalculations of the Securities Administrator that result
from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Securities Administrator on a timely
basis.
In
the
event that any tax is imposed on “prohibited transactions” of any REMIC 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 REMIC 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, and is not paid as otherwise provided for herein, such tax shall
be paid by (i) the Securities Administrator, if any such other tax arises out
of
or results from a breach by the Securities Administrator of any of its
obligations under this Section, (ii) any party hereto (other than the Securities
Administrator) to the extent any such other 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), any such tax
with
respect to REMIC I will be paid first with amounts otherwise to be distributed
to the Class R Certificates and second with amounts otherwise to be distributed
to all other Certificateholders in the following order of priority: first,
to
the Class M-7 Certificates, second, to the Class M-6 Certificates, third, to
the
Class M-5 Certificates, fourth, to the Class M-4 Certificates, fifth, to the
Class M-3 Certificates, sixth, to the Class M-2 Certificates; seventh, to the
Class M-1 Certificates, and eighth, to the Senior Certificates (pro rata based
on the amounts to be distributed). Notwithstanding anything to the contrary
contained herein, to the extent that such tax is payable by the Holder of any
Certificates, the Securities Administrator is hereby authorized to retain on
any
Distribution Date, from the Holders of the related Residual Certificates (and,
if necessary, second, from the Holders of the other related Certificates in
the
priority specified in the preceding sentence), funds otherwise distributable
to
such Holders in an amount sufficient to pay such tax. The Securities
Administrator shall include in its monthly report to Certificateholders
distributions to such parties taking into account the priorities described
in
the second preceding sentence. The Securities Administrator agrees to promptly
notify in writing the party liable for any such tax of the amount thereof and
the due date for the payment thereof. Notwithstanding the foregoing, however,
in
no event shall the Securities Administrator have any liability (1) for any
action or omission that is taken in accordance with and in compliance with
the
express terms of, or which is expressly permitted by the terms of this
Agreement, (2) for any losses other than arising out of a grossly negligent
performance by the Securities Administrator of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).
ARTICLE
X
TERMINATION
Section
10.01 Termination
Upon Liquidation or Repurchase of all Mortgage Loans.
Subject
to Section 10.03, the obligations and responsibilities of the Depositor,
the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
created hereby with respect to the Trust Fund shall terminate (other than the
obligations of the Master Servicer to the Trustee pursuant to Section 9.05
and of the Securities Administrator to make payments in respect of the REMIC
I
Regular Interests, the REMIC II Regular Interests, REMIC III Regular Interests
or the Certificates as hereinafter set forth) upon the earlier of (a) the Master
Servicer’s exercise of its optional right to purchase the Mortgage Loans and
related REO Properties (the “Cleanup Call”) 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 related
REO
Property and (ii) the distribution to the Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement. In no event
shall
the trusts created hereby continue beyond the earlier of (i) the expiration
of
twenty-one (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.
The
Cleanup Call shall be exercisable at a price (the “Termination Price”) equal to
the sum of (i) 100% of the Stated Principal Balance of the Mortgage Loans (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
related REO Property (up to the Stated Principal Balance of the related Mortgage
Loan), such appraisal to be conducted by an appraiser selected in good faith
by
the Master Servicer, (iv) unreimbursed out-of-pocket costs of the Securities
Administrator, the Master Servicer, the Servicers or the Trustee, including
unreimbursed servicing advances and the principal portion of any unreimbursed
Advances, made on the related Mortgage Loans prior to the exercise of such
repurchase right, (v) any Swap Termination Payment payable to the Swap Provider
which remains unpaid or which is due to the Cleanup Call and (vi) any other
amounts due and owing to the Trustee, the Securities Administrator, the Master
Servicer and the Custodian payable pursuant to this Agreement or the Custodial
Agreement.
The
right
to exercise the Cleanup Call pursuant to the preceding paragraph shall be
exercisable if the Stated Principal Balance of all of the Mortgage Loans at
the
time of any such repurchase, is less than or equal to ten percent (10%) of
the
aggregate Cut-off Date Principal Balance of the Mortgage Loans.
Notwithstanding
the foregoing, the Master Servicer shall not be entitled to exercise the Cleanup
Call to the extent that the Depositor creates a net interest margin transaction
which includes the Class X Certificates or Class P Certificates and the notes
issued pursuant to such net interest margin transaction are outstanding on
the
date on which the Master Servicer intends to exercise the Cleanup
Call.
In
connection with any Cleanup Call, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to Section 10.02,
the Securities Administrator shall, no later than 4:00 pm New York City time
on
such day, request in writing (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 done in electronic
format) the Securities Administrator of the amount of the Estimated Swap
Termination Payment; the Securities Administrator shall promptly on the same
day
notify the Master Servicer of the amount of the Estimated Swap Termination
Payment.
Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.02, (i) the Master Servicer shall, no later
than
1:00 pm New York City time on such day, deposit funds in the Distribution
Account in an amount equal to the sum of the Termination Price (other than
the
Swap Termination Payment) and the Estimated Swap Termination Payment, and (ii)
if the Securities Administrator shall have determined that the aggregate Stated
Principal Balance of all of the Mortgage Loans as of the related Determination
Date is not more than 10% of the aggregate Principal Balance of the Mortgage
Loans as of the Cut-off Date 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 Securities Administrator shall, on the
same
Business Day, provide written notice to the Depositor, the Master Servicer,
the
Servicer, the Supplemental Interest Trust Trustee, the Trustee and the Swap
Provider confirming (in accordance with the applicable provisions of the Swap
Agreement) (a) its receipt of the Termination Price (other than the Swap
Termination Payment) and the Estimated Swap Termination Payment and (b) that
all
other requirements of the optional termination have been met. Upon the
Securities Administrator’s providing the notice described in the preceding
sentence, the optional termination shall become irrevocable, the notice to
Certificateholders of such optional termination provided pursuant to the Section
10.02 shall become unrescindable, the Swap Provider shall determine the Swap
Termination Payment in accordance with the Swap Agreement, and the Swap Provider
shall provide to the Securities Administrator written notice of the amount
of
the Swap Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section
10.02.
In
connection with any optional termination, only an amount equal to the
Termination Price less any Swap Termination Payment shall be made available
for
distribution to the Regular Certificates. Any Estimated Swap Termination Payment
deposited into the Distribution Account by the Master Servicer shall be
withdrawn by the Securities Administrator from the Distribution Account on
the
related final Distribution Date and distributed as follows: (i) to the
Supplemental Interest Trust for payment to the Swap Provider in accordance
with
Section 5.17, an amount equal to the Swap Termination Payment calculated
pursuant to the Swap Agreement, provided that in no event shall the amount
distributed to the Swap Provider in respect of the Swap Termination Payment
exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer
an amount equal to the excess, if any, of the Estimated Swap Termination Payment
over the Swap Termination Payment. The Swap Termination Payment shall not be
part of any REMIC and shall not be paid into any account which is part of any
REMIC.
Section
10.02 Final
Distribution on the Certificates.
If
on any
Determination Date, (i) the Securities Administrator determines based on the
reports delivered by the Master Servicer under this Agreement that there are
no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Distribution Account, the Securities Administrator shall
notify the Trustee and send a final distribution notice promptly to each related
Certificateholder or (ii) the Securities Administrator determines that a Class
of Certificates shall be retired after a final distribution on such Class,
the
Securities Administrator shall notify the Trustee and the Certificateholders
within five (5) Business Days after such Determination Date that the final
distribution in retirement of such Class of Certificates is scheduled to be
made
on the immediately following Distribution Date. Any final distribution made
pursuant to the immediately preceding sentence will be made only upon
presentation and surrender of the Certificates at the office of the Securities
Administrator set forth herein. If the Master Servicer elects to exercise the
Cleanup Call pursuant to Section 10.01, at least twenty (20) days prior to
the date notice is to be mailed to the related Certificateholders, the Master
Servicer shall notify the Securities Administrator and the Trustee of the date
the Master Servicer intends to exercise the Cleanup Call. The Master Servicer
shall remit the Termination Price to the Securities Administrator on behalf
of
the related REMIC on the Business Day prior to the Distribution Date for such
Optional Termination by the Master Servicer.
Notice
of
the exercise of the Cleanup Call specifying the Distribution Date on which
the
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Securities
Administrator by letter to the Certificateholders mailed no later than the
fifteenth (15th) day of the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates will be made upon presentation and surrender of such Certificates
at the office therein designated, (b) the amount of such final distribution,
(c)
the location of the office or agency at which such presentation and surrender
must be made and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified.
The Securities Administrator will give such notice to each Rating Agency at
the
time such notice is given to the Certificateholders.
In
the
event such notice is given, the Master Servicer shall deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the
Certificates. Upon certification to the Trustee by the Securities Administrator
of the making of such final deposit, the Trustee shall promptly release or
cause
to be released to the Master Servicer the Mortgage Files for the remaining
Mortgage Loans in the Trust Fund, and the Trustee shall execute all assignments,
endorsements and other instruments delivered to it and necessary to effectuate
such transfer.
Upon
presentation and surrender of the Certificates, the Securities Administrator
shall cause to be distributed to Certificateholders of each such Class the
amounts allocable to such Certificates held in the Distribution Account in
the
order and priority set forth in Section 5.06 hereof on the final
Distribution Date and in proportion to their respective Percentage Interests.
Any funds not distributed to any Certificateholder(s) being retired on such
Distribution Date because of the failure of such Certificateholders to tender
their Certificates shall, on such date, be set aside and held in trust and
credited to the account of the appropriate non-tendering
Certificateholders.
In
the
event that any Certificateholders shall not surrender Certificates for
cancellation within six (6) months after the date specified in the above
mentioned written notice, the Securities Administrator shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one (1) year after the second notice all the Certificates
shall not have been surrendered for cancellation, the Securities Administrator
may take appropriate steps, or may appoint an agent to take appropriate steps,
to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets that remain a part of the Trust Fund. If within one (1) year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Depositor shall be entitled to all unclaimed funds and other assets of
the
Trust Fund that remain subject hereto and the Securities Administrator shall
release such funds upon written direction. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust by the Securities
Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) on the related final Distribution Date for final payment thereof.
Any such amounts held in trust by the Securities Administrator shall be held
uninvested in an Eligible Account.
Section
10.03 Additional
Termination Requirements.
In
the
event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
to
the terms of this Agreement, or (ii) the final payment on or other liquidation
of the last Mortgage Loan or related REO Property in REMIC I pursuant to
Section 10.01, the following additional requirements, unless the Trustee
has been supplied with an Opinion of Counsel, at the expense of the Master
Servicer (in the case of the exercise of the Cleanup Call) or the Depositor,
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 any REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding:
| (1) |
The
Securities Administrator shall establish a ninety-day liquidation
period
and shall specify the first day of such period in a statement attached
to
the tax return for each of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V, REMIC VI, pursuant to Treasury Regulation Section 1.860F-1 and
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 by and at the expense of the Master
Servicer;
|
| (2) |
During
such ninety-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
Securities Administrator shall distribute or credit, or cause to
be
distributed or credited, to the Holders of the Residual Certificates
all
cash on hand in the Trust Fund (other than cash retained to meet
claims),
and the Trust Fund shall terminate at that
time.
|
By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
Securities Administrator to specify the ninety-day liquidation period for REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI as applicable, which
authorization shall be binding upon all successor
Certificateholders.
The
Securities Administrator as agent for each REMIC hereby agrees to adopt and
sign
such a plan of complete liquidation upon the written request of the Master
Servicer or the Depositor, as applicable, and the receipt of the Opinion of
Counsel referred to in Section 10.03(1) and to take such other action in
connection therewith as may be reasonably requested by the Master Servicer
or
the Depositor, 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, to change the manner in which the Distribution
Account maintained by the Securities Administrator or the Custodial Accounts
maintained by the Servicers 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, adversely affect in any material respect
the
interests of any Certificateholder (or the Swap Provider unless the Swap
Provider shall have consented to the amendment, which consent shall not be
unreasonably withheld); 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; provided further 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 nor any letter from the Rating
Agencies stating that such amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the Certificates shall
be
required if such amendment is to effect a transfer of servicing pursuant to
Section 7.06(a) to a Successor Servicer satisfying the Minimum Servicing
Requirements.
Notwithstanding
the foregoing, without the consent of the Certificateholders or the Swap
Provider, 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 each REMIC
as
a REMIC under the Code or to avoid or minimize the risk of the imposition of
any
tax on any REMIC pursuant to the Code that would be a claim against any REMIC
at
any time prior to the final redemption of the Certificates, provided that the
Trustee has been provided an Opinion of Counsel, 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 and the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates (or, if such amendment modifies the rights of the Swap Provider
hereunder, with the consent of the Swap Provider, which consent shall not be
unreasonably withheld); 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 REMIC 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, 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 REMIC or the Certificateholders or cause any REMIC 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 (ii)
that all requirements for amending this Agreement (including any consent of
the
applicable Certificateholders) have been complied with.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder, each Rating Agency and
the Swap Provider.
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.
The
Trustee may, but shall not be obligated to enter into any amendment that affects
its rights, duties or immunities under this Agreement or otherwise.
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 Sponsor or the Depositor 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
THE
PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW
WHICH SHALL GOVERN.
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 Sponsor to the
Depositor, and by the Depositor to the Trust Fund be, and be construed as,
an
absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
Trust
Fund. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Sponsor or the Depositor, as
applicable, or if for any other reason this Agreement is held or deemed to
create a security interest in such assets, then (i) this Agreement shall be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) each conveyance provided for in this
Agreement shall be deemed to be an assignment and a grant by the Sponsor or
the
Depositor, as applicable, for the benefit of the Certificateholders and the
Swap
Provider, 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 and the Swap Provider 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.
The
Securities Administrator shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which it has
actual knowledge:
| (1) |
Any
material change or amendment to this
Agreement;
|
| (2) |
The
occurrence of any Servicer Default or Master Servicer Default that
has not
been cured;
|
| (3) |
The
resignation or termination of a Servicer, the Master Servicer or
the
Trustee and the appointment of any successor;
and
|
| (4) |
The
final payment to
Certificateholders.
|
In
addition, the Securities Administrator shall, upon request, promptly furnish
to
each Rating Agency copies of the following:
| (1) |
Each
Annual Statement of Compliance described in Section 3.13 of this
Agreement; and
|
| (2) |
Each
Assessment of Compliance and Attestation Report described in
Section 3.14.
|
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,
Nomura Asset Acceptance Corp., 2 World Xxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx Xxxx,
Xxx Xxxx 00000 Attention: Nomura Asset Acceptance Corporation, Alternative
Loan
Trust, Series 2006-AR4; (ii) in the case of the Sponsor, Nomura Credit &
Capital, Inc., 2 World Xxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
2006-AR4 or such other address as may be hereafter furnished to the other
parties hereto by the Sponsor in writing; (iii) in the case of the GMACM, GMAC
Mortgage, LLC, 000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000, Attention:
Xxx
Xxxxxxx; (iv) in the case of Xxxxx Fargo, Xxxxx Fargo Bank, N.A., X.X. Xxx
00,
Xxxxxxxx, Xxxxxxxx 00000 (or, for overnight deliveries, 0000 Xxx Xxxxxxxxx
Xxxx,
Xxxxxxxx, Xxxxxxxx 00000), Telecopy No.: (000) 000-0000, Attn: NAAC 2006-AR4;
(v) in the case of the Trustee, at each Corporate Trust Office or such other
address as the Trustee may hereafter furnish to the other parties hereto; (vi)
in the case of the Custodian, Xxxxx Fargo Bank, N.A., 00 Xxxxxxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxxxxxxx 00000, (vii) in the case of the Securities
Administrator, its Corporate Trust Office; (viii) in the case of the Master
Servicer, X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000 (or for overnight deliveries,
0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention Client Manager
-
NAAC 2006-AR4); and (ix) in the case of the Rating Agencies, (a) Standard &
Poor’s, 00 Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Surveillance Group and (b) Xxxxx’x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Home Equity Monitoring. Any notice delivered to the Sponsor 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 Sponsor 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 a
Servicer Default and of the continuance thereof, as hereinbefore provided,
the
Holders of Certificates evidencing not less than twenty-five percent (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 indemnity
satisfactory to it as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee or for sixty
(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 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
11.10 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
3.18 and 5.18 of this Agreement is to facilitate compliance by the Sponsor
and
the Depositor with the provisions of Regulation AB promulgated by the SEC under
the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
time to time and subject to clarification and interpretive advice as may be
issued by the staff of the SEC from time to time. 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 requests made by the Sponsor or the Depositor for
delivery of additional or different information as the Sponsor 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.
Notwithstanding
the foregoing, the Servicer shall be under no obligation to provide any
information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.18
of this Agreement as of the Closing Date that the Depositor deems required
under
Regulation AB if (i) the Servicer does not believe that such additional
information is required under Regulation AB and (ii) the Servicer is not
providing such additional information for its own securitizations, unless the
Depositor pays all reasonable costs incurred by the Servicer in connection
with
the preparation and delivery of such additional information and the Servicer
is
given reasonable time to establish the necessary systems and procedures to
produce such additional information.
Section
11.11 Reserved.
Section
11.12 Early
Termination of Swap Agreement.
In
the
event that the Swap Agreement is canceled or otherwise terminated for any reason
(other than the exhaustion of the interest rate protection provided thereby),
the Sponsor shall, to the extent a replacement contract is available, direct
the
Trustee to execute a replacement contract comparable to the Swap Agreement,
providing interest rate protection which is equal to the then-existing
protection provided by the Swap Agreement, provided, however, that the cost
of
any such replacement contract providing the same interest rate protection
provided by such replacement contract may be reduced to a level such that the
cost of such replacement contract shall not exceed the amount of any early
termination payment.
Section
11.13 Third
Party Beneficiary.
The
Swap
Provider shall be deemed a third-party beneficiary of this Agreement to the
same
extent as if it were a party hereto, and shall have the right to enforce the
provisions of this Agreement.
IN
WITNESS WHEREOF, the Depositor, the Sponsor, GMACM, the Master Servicer, the
Securities Administrator and the Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day
and
year first above written.
|
NOMURA
ASSET ACCEPTANCE
CORPORATION,
as
Depositor
|
||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: |
Xxxx X. Xxxxxx |
|
| Title: | President | |
|
NOMURA
CREDIT & CAPITAL, INC.,
as
Sponsor
|
||
| |
|
|
| By: | /s/ Xxxxxxx X.X. Xxxxxxx | |
| Name: |
Xxxxxxx X.X. Xxxxxxx |
|
| Title: | Vice President | |
|
XXXXX
FARGO
BANK, NATIONAL
ASSOCIATION,
as
Master Servicer and Securities Administrator
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: |
Xxxxx X. Xxxxxx |
|
| Title: | Vice President | |
|
HSBC
BANK
USA, NATIONAL
ASSOCIATION,
as
Trustee
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxxx | |
| Name: |
Xxxxx Xxxxx |
|
| Title: | Assistant Vice President | |
|
GMAC
MORTGAGE, LLC,
as
Servicer
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: |
Xxxxxx X. Xxxxxxx |
|
| Title: | Vice President | |
|
With
respect to Sections 3.33, 3.34, 3.35 and 3.36
|
||
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Credit Risk
Manager
|
||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: |
Xxxxx X. Xxxxxx |
|
| Title: | Vice President | |
|
STATE
OF NEW YORK
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
this
___ day of November 2006, before me, a notary public in and for said State,
appeared _____________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Nomura Asset Acceptance
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 NEW YORK
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
this
____ day of November 2006 before me, a notary public in and for said State,
appeared_______________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Nomura Credit & Capital,
Inc., that executed the within instrument, and also known to me to be the person
who executed it on behalf of such corporation, and acknowledged to me that
such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
____________________________
|
|
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF
|
)
|
On
this
____ day of November 2006 before me, a notary public in and for said State,
appeared_______________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of GMAC Mortgage, LLC, 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
|
)
|
|
)
ss.:
|
|
|
COUNTY
|
)
|
On
this
____ day of November 2006, before me, a notary public in and for said State,
appeared _________________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Xxxxx Fargo Bank, National
Association, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
____________________________
|
|
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF
|
)
|
On
this
____ day of November 2006, before me, a notary public in and for said State,
appeared _______________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of HSBC Bank USA, 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]
|
STATE
OF
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF
|
)
|
On
this
____ day of November 2006, before me, a notary public in and for said State,
appeared _______________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Xxxxx Fargo Bank, National
Association that executed the within instrument, and also known to me to be
the
person who executed it on behalf of such entity, and acknowledged to me that
such entity 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-[1A][1B][2][3][4A][4B] CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES
ADMINISTRATOR
NAMED HEREIN.
PRIOR
TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF
THIS
CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
6.02(b) 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. [__]
|
Pass-Through
Rate: Floating
|
|
Class
A-[1A][1B][2][3][4A][4B]
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: November 1, 2006
|
Aggregate
Initial Certificate Principal Balance of the Class
A-[1A][1B][2][3][4A][4B] Certificates as of the Cut-off Date:
$
______________
|
|
Trustee:
HSBC Bank USA, National Association
|
|
|
First
Distribution Date: December 25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$
______________
|
|
Master
Servicer and Securities Administrator: Xxxxx Fargo Bank,
N.A.
|
|
|
Assumed
Final Distribution Date:
December
25, 2036
|
CUSIP:
[______________]
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-AR4
evidencing
a fractional undivided interest in the distributions allocable to the Class
A-[1A][1B][2][3][4A][4B] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family adjustable-rate mortgage
loans sold by NOMURA ASSET ACCEPTANCE CORPORATION.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Nomura Asset Acceptance Corporation
(“NAAC”) or the Trustee 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 NAAC or the Trustee or any of their affiliates
or
any other person. None of NAAC, the Trustee, the Securities Administrator
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 first lien, adjustable-rate mortgage loans secured
by
one- to four- family residences, units in planned unit developments, individual
condominium units and townhouses (collectively, the “Mortgage Loans”) sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, GMAC
Mortgage, LLC, as a servicer, HSBC Bank USA, National Association, as trustee
(the “Trustee”), and Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”) and securities administrator (the “Securities Administrator”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue during the period commencing on the immediately
preceding Distribution Date (as hereinafter defined) (or with respect to
the
First Distribution Date, the Closing Date) and ending on the day immediately
preceding the related Distribution Date on the Certificate Principal Balance
hereof at a per annum Pass-Through Rate equal to the least of (i) the sum
of
One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
possible Optional Termination Date, [___]% or (B) after the first possible
Optional Termination Date, [___]%, (ii) the Net Funds Cap, (iii) the Cap
Rate
and (iv) the Maximum Interest Rate. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day,
the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name
this
Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date, an amount equal to the product
of
the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to the Holders
of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in December 2036 which is not
likely
to be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the foregoing, the final distribution on this Certificate
will
be made after due notice by the Securities Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof
will be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to make the representations set forth in Section
6.02(b) of the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator. This Certificate is limited in right of
payment
to certain collections and recoveries respecting the Mortgage Loans and other
assets included in the Trust Fund relating to the Mortgage Loans and the
Supplemental Interest Trust, all as more specifically set forth in the
Agreement.
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 Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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, the Securities Administrator
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 Master Servicer 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 by the Master Servicer only
on
or after the Distribution Date on which the Stated Principal Balance of the
Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
Balance of the Mortgage Loans. The exercise of such right will effect the
early
retirement of the Certificates. Notwithstanding the foregoing, the Master
Servicer shall not be entitled to exercise the Cleanup Call to the extent
that
the Depositor creates a net interest margin transaction which includes the
Class
X Certificates or Class P Certificates and the notes issued pursuant to such
net
interest margin transaction are outstanding on the date on which the Master
Servicer intends to exercise the Cleanup Call. 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 Assumed Final Distribution Date.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
|
Dated: November
__, 2006
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class A-[1A][1B][2][3][4A][4B] Certificates referred to in the
within-mentioned Agreement.
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-2
FORM
OF CLASS M-[1][2][3][4][5][6][7] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[[AND
]THE CLASS M-1 CERTIFICATES] [,][AND ]THE CLASS M-2 CERTIFICATES] [,][AND
]THE
CLASS M-3 CERTIFICATES] [,][AND ]THE CLASS M-4 CERTIFICATES] [,][AND ]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 IS 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”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
SET
FORTH IN SECTION 6.02(b) OF THE AGREEMENT.
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE
BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
|
Certificate
No. [__]
|
Pass-Through
Rate: Floating
|
|
Class
M-[1][2][3][4][5][6][7] Subordinate
|
|
|
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
November
1, 2006
|
Aggregate
Initial Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7]
Certificates as of the Cut-off Date:
$
|
|
Trustee:
HSBC Bank USA, National Association
|
|
|
First
Distribution Date:
December
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$
|
|
Master
Servicer and Securities Administrator: Xxxxx Fargo Bank,
N.A.
|
|
|
Assumed
Final Distribution Date:
December
25, 2036
|
CUSIP:
[__________________]
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-AR4
evidencing
a fractional undivided interest in the distributions allocable to the Class
M-[1][2][3][4][5][6][7] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family adjustable-rate mortgage
loans sold by NOMURA ASSET ACCEPTANCE CORPORATION.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Nomura Asset Acceptance Corporation
(“NAAC”) or the Trustee 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 NAAC or the Trustee or any of their affiliates
or
any other person. None of NAAC, the Trustee, the Securities Administrator
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 first lien, adjustable-rate mortgage loans secured
by
one- to four- family residences, units in planned unit developments, individual
condominium units and townhouses (collectively, the “Mortgage Loans”) sold by
NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, GMAC
Mortgage, LLC, as a servicer, HSBC Bank USA, National Association, as trustee
(the “Trustee”), and Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”) and securities administrator (the “Securities Administrator”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue during the period commencing on the immediately
preceding Distribution Date (as hereinafter defined) (or with respect to
the
First Distribution Date, the Closing Date) and ending on the day immediately
preceding the related Distribution Date on the Certificate Principal Balance
hereof at a per annum Pass-Through Rate equal to the least of (i) the sum
of
One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
possible Optional Termination Date, [___]% or (B) after the first possible
Optional Termination Date, [___]%, (ii) the Net Funds Cap, (iii) the Cap
Rate
and (iv) the Maximum Interest Rate. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day,
the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name
this
Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date, an amount equal to the product
of
the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to the Holders
of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in December 2036 which is not
likely
to be the date on which the Certificate Principal Balance of this Class of
Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the foregoing, the final distribution on this Certificate
will
be made after due notice by the Securities Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof
will be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 Securities Administrator. This Certificate is limited in right of
payment
to certain collections and recoveries respecting the Mortgage Loans and other
assets included in the Trust Fund and the Supplemental Interest Trust, all
as
more specifically set forth in the Agreement.
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 Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
Any
transferee of this Certificate shall be deemed to make the representations
set
forth in Section 6.02(b) of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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, the Securities Administrator
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,
and
(ii) the optional repurchase by the Master Servicer 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 by the Master Servicer only
on
or after the Distribution Date on which the Stated Principal Balance of the
Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
Balance of the Mortgage Loans. The exercise of such right will effect the
early
retirement of the Certificates. Notwithstanding the foregoing, the Master
Servicer shall not be entitled to exercise the Cleanup Call to the extent
that
the Depositor creates a net interest margin transaction which includes the
Class
X Certificates or Class P Certificates and the notes issued pursuant to such
net
interest margin transaction are outstanding on the date on which the Master
Servicer intends to exercise the Cleanup Call. 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 Assumed Final Distribution Date.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
|
Dated:
November __, 2006
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3][4][5][6][7] Certificates referred to in the
within-mentioned Agreement.
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-3
FORM
OF CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
AGREEMENT.
|
Certificate
No. [__]
|
Percentage
Interest: 100%
|
|
Class
P
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
November
1, 2006
|
Aggregate
Initial Certificate Principal Balance of the Class P Certificates
as of
the Cut-off Date: $100
|
|
Trustee:
HSBC Bank USA, National Association
|
Master
Servicer and Securities Administrator: Xxxxx Fargo Bank,
N.A.
|
|
First
Distribution Date:
December
25, 2006
|
|
|
Assumed
Final Distribution Date:
December
25, 2036
|
CUSIP:
[________________]
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-AR4
evidencing
a fractional undivided interest in the distributions allocable to the Class
P
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional one- to four-family adjustable-rate mortgage loans sold by NOMURA
ASSET ACCEPTANCE CORPORATION.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Nomura Asset Acceptance Corporation
(“NAAC”) 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 NAAC or the Trustee
or
any of their affiliates or any other person. None of NAAC, the Trustee, the
Securities Administrator 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 Nomura Credit & Capital, Inc. (the “Sponsor”) 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 first lien,
adjustable-rate mortgage loans secured by one- to four- family residences,
units
in planned unit developments, individual condominium units and townhouses
(collectively, the “Mortgage Loans”) sold by NAAC. The Mortgage Loans were sold
by the Sponsor to NAAC. The Trust Fund was created pursuant to the Pooling
and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, GMAC
Mortgage, LLC, as a servicer, HSBC Bank USA, National Association, as trustee
(the “Trustee”), and Xxxxx Fargo Bank, N.A., as master servicer (the “Master
Servicer”) and securities administrator (the “Securities Administrator”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in December 2036.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the foregoing, the final distribution on this Certificate
will
be made after due notice by the Securities Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit E and either F or G, as applicable,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Securities Administrator or the Trustee in their respective capacities as
such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor,
the Securities Administrator 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 Securities Administrator,
the
Depositor and the Sponsor 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 Certificate shall be made to any person unless the transferee
provides a certification pursuant to Section 6.02(b) of the
Agreement.
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 Securities
Administrator 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 Securities Administrator. This Certificate is limited in right of
payment
to Prepayment Charges collected in respect of the Mortgage Loans and amounts
on
deposit in the Class P Certificate Account as more specifically set forth
in the
Agreement.
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 Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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, the Securities Administrator
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,
and
(ii) the optional repurchase by the Master Servicer 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 by the Master Servicer only
on
or after the Distribution Date on which the Stated Principal Balance of the
Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
Balance of the Mortgage Loans. The exercise of such right will effect the
early
retirement of the Certificates. Notwithstanding the foregoing, the Master
Servicer shall not be entitled to exercise the Cleanup Call to the extent
that
the Depositor creates a net interest margin transaction which includes the
Class
X Certificates or Class P Certificates and the notes issued pursuant to such
net
interest margin transaction are outstanding on the date on which the Master
Servicer intends to exercise the Cleanup Call. 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 Assumed Final Distribution Date.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
|
Dated:
November __, 2006
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-4
FORM
OF CLASS R[-X] CERTIFICATE
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF 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 SECURITIES
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR
ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) 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.__
|
|
|
Class
R[-X]
|
Percentage
Interest: ____
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: November 1, 2006
|
|
|
First
Distribution Date:
December
25, 2006
|
|
|
Trustee:
HSBC Bank USA, National Association
|
Master
Servicer and Securities Administrator: Xxxxx Fargo Bank,
N.A.
|
|
Assumed
Final Distribution Date: December 25, 2036
|
|
|
CUSIP:
[__________________]
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-AR4
evidencing
a fractional undivided interest in the distributions allocable to the Class
R[-X] Certificates with respect to a Trust Fund consisting primarily of a
pool
of conventional one- to four-family adjustable-rate mortgage loans sold by
NOMURA ASSET ACCEPTANCE CORPORATION.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Nomura Asset Acceptance Corporation
(“NAAC”) 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 NAAC or the Trustee
or
any of their affiliates or any other person. None of NAAC, the Trustee, the
Securities Administrator or any of their affiliates will have any obligation
with respect to any certificate or other obligation secured by or payable
from
payments on the Certificates.
This
certifies that [ ]
is the
registered owner of the Percentage Interest evidenced hereby in the beneficial
ownership interest of Certificates of the same Class as this Certificate
in a
trust (the “Trust Fund”) generally consisting of conventional first lien,
adjustable-rate mortgage loans secured by one- to four-family residences,
units
in planned unit developments and individual condominium units (collectively,
the
“Mortgage Loans”) sold by NAAC. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NAAC. The Trust Fund was created pursuant
to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
above (the “Agreement”), among NAAC, as depositor (the “Depositor”), the
Sponsor, GMAC Mortgage, LLC, as a servicer, HSBC Bank USA, National Association,
as trustee (the “Trustee”), and Xxxxx Fargo Bank, N.A., as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
Administrator”), 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
United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect
that
it is a United States Person and 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 United States
Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Depositor will have
the
right, in its sole discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser selected by the Depositor,
which purchaser may be the Depositor, or any affiliate of the Depositor,
on such
terms and conditions as the Depositor may choose.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in December 2036.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made to any person unless the transferee
provides a certification pursuant to Section 6.02(b) of the
Agreement.
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 Securities
Administrator 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 Securities Administrator.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator. This Certificates is limited in right of
payment to certain collections and recoveries respecting the Mortgage Loans
and
other assets included in the Trust Fund (including the Swap Agreement), all
as
more specifically set forth in the Agreement.
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 Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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, the Securities Administrator
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 Master Servicer 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 by the Master Servicer only
on
or after the Distribution Date on which the Stated Principal Balance of the
Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
Balance of the Mortgage Loans. The exercise of such right will effect the
early
retirement of the Certificates. Notwithstanding the foregoing, the Master
Servicer shall not be entitled to exercise the Cleanup Call to the extent
that
the Depositor creates a net interest margin transaction which includes the
Class
X Certificates or Class P Certificates and the notes issued pursuant to such
net
interest margin transaction are outstanding on the date on which the Master
Servicer intends to exercise the Cleanup Call. 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 Assumed Final Distribution Date.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
|
Dated: November
__, 2006
|
XXXXX
FARGO BANK, N.A., as Securities Administrator
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R[-X] Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A., as Securities Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-5
FORM
OF CLASS X CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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 IS SUBORDINATE TO THE SENIOR CERTIFICATES AND MEZZANINE CERTIFICATES
TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
AGREEMENT.
|
Certificate
No. [__]
|
Percentage
Interest: [___]%
|
|
Class
X
|
Variable
Pass-Through Rate
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
November
1, 2006
|
Initial
Certificate Notional Balance of this Certificate as of the Cut-off
Date:
$
|
|
Trustee:
HSBC Bank USA, National Association
|
Master
Servicer and Securities Administrator: Xxxxx Fargo Bank,
N.A.
|
|
First
Distribution Date:
December
25, 2006
|
|
|
Assumed
Final Distribution Date:
December
25, 2036
|
CUSIP:
[_____________]
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2006-AR4
evidencing
a fractional undivided interest in the distributions allocable to the Class
X
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional one- to four-family adjustable-rate mortgage loans sold by NOMURA
ASSET ACCEPTANCE CORPORATION.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Nomura Asset Acceptance Corporation
(“NAAC”) 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 NAAC or the Trustee
or
any of their affiliates or any other person. None of NAAC, the Trustee 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 Nomura Credit & Capital, Inc. (the “Sponsor”) 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 first lien,
adjustable-rate mortgage loans secured by one- to four- family residences,
units
in planned unit developments and individual condominium units (collectively,
the
“Mortgage Loans”) sold by NAAC. The Mortgage Loans were sold by the Sponsor to
NAAC. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
dated as of the Cut-off Date specified above (the “Agreement”), among NAAC, as
depositor (the “Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer,
HSBC Bank USA, National Association, as trustee (the “Trustee”), and Xxxxx Fargo
Bank, N.A. as master servicer (the “Master Servicer”) and securities
administrator (the “Securities Administrator”), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein shall have the meaning ascribed to
them in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of its acceptance hereof assents and by which
such
Holder is bound.
Interest
on this Certificate will accrue during the month prior to the month in which
a
Distribution Date (as hereinafter defined) occurs on the Certificate Notional
Balance hereof at a per annum rate equal to the Class X Pass-Through Rate
as set
forth in the Agreement. The Securities Administrator will distribute on the
25th
day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day
is
not a Business Day, the Business Day immediately preceding such last day)
of the
calendar month immediately preceding the month in which the Distribution
Date
occurs, an amount equal to the product of the Percentage Interest evidenced
by
this Certificate and the amount 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 December 2036.
Distributions
on this Certificate will be made by the Securities Administrator by check
mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit E and either F or G, as applicable,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Securities Administrator or the Trustee 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 Securities Administrator, the Depositor and the Sponsor
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 Certificate shall be made to any person unless the transferee
provides a certification pursuant to Section 6.02(b) of the
Agreement.
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 Securities
Administrator 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 Securities Administrator. This Certificates is limited in right of
payment to certain collections and recoveries respecting the Mortgage Loans
and
other assets included in the Trust Fund relating to the Mortgage Loans and
the
Supplemental Interest Trust, all as more specifically set forth in the
Agreement.
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 Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the
Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee, the Securities
Administrator 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, the Securities Administrator
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 Master Servicer 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 by the Master Servicer only
on
or after the Distribution Date on which the Stated Principal Balance of the
Mortgage Loans is less than or equal to 10% of the Cut-off Date Principal
Balance of the Mortgage Loans. The exercise of such right will effect the
early
retirement of the Certificates. Notwithstanding the foregoing, the Master
Servicer shall not be entitled to exercise the Cleanup Call to the extent
that
the Depositor creates a net interest margin transaction which includes the
Class
X Certificates or Class P Certificates and the notes issued pursuant to such
net
interest margin transaction are outstanding on the date on which the Master
Servicer intends to exercise the Cleanup Call. 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 Assumed Final Distribution Date.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not
be
entitled to any benefit under the Agreement, or be valid for any
purpose.
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate
to be
duly executed.
|
Dated:
November __, 2006
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class X Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.
as
Securities Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
The
Preliminary and Final Mortgage Loan Schedules shall set forth the following
information with respect to each Mortgage Loan:
|
(a)
|
the
Mortgage Loan identifying number;
|
|
(b)
|
the
Mortgage Rate in effect as of the Cut-off Date;
|
|
(c)
|
the
Servicing Fee Rate;
|
|
(d)
|
the
Net Mortgage Rate in effect as of the Cut-off Date;
|
|
(e)
|
the
maturity date;
|
|
(f)
|
the
original principal balance;
|
|
(g)
|
the
Cut-off Date Principal Balance;
|
|
(h)
|
the
original term;
|
|
(i)
|
the
remaining term;
|
|
(j)
|
the
property type;
|
|
(k)
|
the
product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
etc.)
|
|
(l)
|
with
respect to each MOM Loan, the related MIN;
|
|
(m)
|
the
Custodian;
|
|
(n)
|
a
code indicating whether the Mortgage Loan is subject to a Prepayment
Charge, the term of such Prepayment Charge and the amount of such
Prepayment Charge;
|
|
(o)
|
the
first Adjustment Date;
|
|
(p)
|
the
Gross Margin;
|
|
(q)
|
the
Maximum Mortgage Interest Rate under the terms of the Mortgage
Note;
|
|
(r)
|
the
Minimum Mortgage Interest Rate under the terms of the Mortgage
Note;
|
|
(s)
|
the
Periodic Rate Cap;
|
|
(t)
|
the
first Adjustment Date immediately following the Cut-off Date;
|
|
(u)
|
the
related Index; and
|
|
(v)
|
the
Servicer.
|
Loan ID Original Rate Current Rate Servicing Fee Risk Management Fee Lender Paid MI % Net Rate Original Balance Current Balance Appraisal Value Original LTV Combined LTV Jr Lien Bal ------- ------------- ------------ ------------- ------------------- ---------------- -------- ---------------- --------------- --------------- ------------ ------------ ----------- 170300553 6.5 6.5 0.25 0.008 0 6.243 135,700.00 135,700.00 208,900.00 64.96 89.94 52,184.66 170340194 6.875 6.875 0.25 0.008 0 6.618 66,500.00 66,500.00 95,000.00 70 100 28,500.00 170522953 6.1 6.1 0.25 0.008 0 5.843 224,910.00 221,965.85 249,900.00 90 90 0 170793588 7.85 7.85 0.25 0.008 0 7.593 320,000.00 317,484.07 405,000.00 79.01 79.01 0 170818012 7.875 7.875 0.25 0.008 0 7.618 193,600.00 193,598.03 277,000.00 69.89 84.89 41,545.30 170890325 8 7.75 0.25 0.008 0 7.493 84,000.00 83,965.00 120,000.00 70 70 0 170919929 7.75 7.75 0.25 0.008 0 7.493 342,000.00 342,000.00 380,000.00 90 90 0 170957126 8.375 8.375 0.25 0.008 0 8.118 131,742.00 131,649.74 154,990.00 85 85 0 170969472 7.5 7.5 0.375 0.008 0 7.118 302,498.00 302,498.00 432,140.00 70 90 86,428.00 170997250 7.5 7.5 0.375 0.008 0 7.118 287,450.00 287,450.00 442,255.00 65 80 66,354.00 170999504 6.875 6.875 0.25 0.008 0 6.618 243,200.00 243,199.98 304,000.00 80 100 60,800.00 170999551 7.75 7.75 0.25 0.008 0 7.493 536,000.00 532,904.28 670,000.00 80 95 100,500.00 170999645 6.875 6.875 0.25 0.008 0 6.618 257,600.00 256,036.13 323,000.00 79.75 89.69 32,098.70 170999651 6.875 6.875 0.25 0.008 0 6.618 239,200.00 239,200.00 299,000.00 80 90 29,900.00 170999840 6.625 6.625 0.25 0.008 0 6.368 630,500.00 630,500.00 970,000.00 65 80 145,500.00 171056235 7.5 7.5 0.25 0.008 0 7.243 239,200.00 239,200.00 299,000.00 80 100 59,800.00 171056267 7.375 7.375 0.25 0.008 0 7.118 269,900.00 269,900.00 449,888.00 59.99 59.99 0 171056271 7.99 7.99 0.25 0.008 0 7.733 1,625,000.00 1,625,000.00 2,500,000.00 65 80 375,000.00 171057105 6.375 6.375 0.25 0.008 0 6.118 399,200.00 396,570.21 499,000.00 80 100 99,800.00 171063461 8.25 8.25 0.25 0.008 0 7.993 559,600.00 559,600.00 699,500.00 80 100 139,900.00 171121931 6.75 6.75 0.25 0.008 0 6.493 300,000.00 300,000.00 400,000.00 75 75 0 171125159 7.75 7.75 0.25 0.008 0 7.493 171,150.00 171,080.26 263,364.00 64.99 89.97 65,798.59 171125160 7.75 7.75 0.25 0.008 0 7.493 171,150.00 171,080.26 263,364.00 64.99 89.97 65,798.59 171125178 7.25 7.25 0.25 0.008 0 6.993 585,000.00 584,823.29 900,000.00 65 80 135,000.00 171125202 7.99 7.99 0.25 0.008 0 7.733 236,250.00 235,280.96 315,000.00 75 95 63,000.00 171125223 7.375 7.375 0.25 0.008 0 7.118 257,950.00 257,950.00 322,490.00 79.99 99.99 64,507.75 171125241 7.875 7.875 0.25 0.008 0 7.618 226,500.00 226,500.00 283,125.00 80 94.99 42,440.44 171137114 7.5 7.5 0.25 0.008 0 7.243 190,200.00 190,200.00 237,770.00 79.99 94.97 35,610.17 171143851 7.625 7.625 0.25 0.008 0 7.368 239,200.00 239,200.00 305,000.00 78.43 93.1 44,755.00 171173427 6.5 6.5 0.25 0.008 0 6.243 396,000.00 396,000.00 495,000.00 80 95 74,250.00 171196893 7.25 7.25 0.25 0.008 0 6.993 198,432.00 198,432.00 248,040.00 80 90 24,804.00 171212030 7.375 7.375 0.25 0.008 0 7.118 287,900.00 286,565.25 359,990.00 79.97 99.97 71,982.00 171218530 7.875 7.875 0.25 0.008 0 7.618 567,000.00 565,023.21 810,000.00 70 90 162,000.00 171249892 7.99 7.99 0.25 0.008 0 7.733 237,250.00 237,250.00 365,000.00 65 65 0 171283744 8.125 8.125 0.25 0.008 0 7.868 208,000.00 208,000.00 260,000.00 80 100 52,000.00 171307205 6.5 6.5 0.25 0.008 0 6.243 417,000.00 416,998.12 725,000.00 57.52 57.52 0 171307213 6.25 6.25 0.25 0.008 0 5.993 200,000.00 200,000.00 750,000.00 26.67 26.67 0 171307214 6.5 6.5 0.25 0.008 0 6.243 116,300.00 115,768.57 145,400.00 79.99 100 29,100.00 171307222 6.75 6.75 0.25 0.008 0 6.493 427,200.00 427,200.00 534,000.00 80 100 106,800.00 171307294 7.25 7.25 0.25 0.008 0 6.993 437,013.00 436,712.39 624,305.00 70 80 62,431.00 171329695 8.5 8.5 0.25 0.008 0 8.243 224,000.00 224,000.00 280,000.00 80 95 42,000.00 171355283 6.875 6.875 0.25 0.008 0 6.618 172,250.00 172,250.00 265,000.00 65 90 66,250.00 171355317 8.25 8.25 0.25 0.008 0 7.993 1,000,000.00 1,000,000.00 1,262,000.00 79.24 95 198,900.00 171360783 9 9 0.25 0.008 0 8.743 244,000.00 243,460.85 305,000.00 80 100 61,000.00 171366185 7.875 7.875 0.25 0.008 0 7.618 123,992.00 123,992.00 154,990.00 80 99.99 30,982.50 171366195 7.75 7.75 0.25 0.008 0 7.493 304,000.00 304,000.00 380,000.00 80 100 76,000.00 171383944 8.5 8.5 0.25 0.008 0 8.243 153,750.00 153,750.00 205,000.00 75 95 41,000.00 171386377 7.5 7.5 0.25 0.008 0 7.243 187,400.00 186,754.25 197,300.00 94.98 94.98 0 171390173 6.75 6.75 0.25 0.008 0 6.493 356,520.00 356,520.00 445,651.00 80 100 89,131.00 171390175 7.875 7.875 0.25 0.008 0 7.618 96,796.00 96,610.25 120,995.00 80 99.84 24,005.41 171390313 6.875 6.875 0.25 0.008 0 6.618 214,466.00 214,466.00 285,955.00 75 75 0 171390333 9 9 0.25 0.008 0 8.743 60,000.00 59,833.63 90,000.00 66.67 66.67 0 171390353 6.875 6.875 0.25 0.008 0 6.618 166,500.00 166,499.96 252,000.00 66.07 66.07 0 171390471 6.625 6.625 0.25 0.008 0 6.368 316,000.00 316,000.00 395,000.00 80 100 79,000.00 171391192 7 7 0.25 0.008 0 6.743 332,000.00 331,872.97 415,000.00 80 100 83,000.00 171431086 8.125 8.125 0.25 0.008 0 7.868 195,200.00 194,684.06 244,000.00 80 90 24,400.00 171445534 6.875 6.875 0.25 0.008 0 6.618 452,000.00 451,999.99 565,000.00 80 80 0 171445642 5.75 5.75 0.25 0.008 0 5.493 257,000.00 256,937.83 405,400.00 63.39 63.39 0 171445698 7 7 0.25 0.008 0 6.743 380,000.00 378,656.62 475,000.00 80 100 95,000.00 171446986 6.625 6.625 0.25 0.008 0 6.368 415,000.00 415,000.00 800,000.00 51.88 51.88 0 171449510 7.375 7.375 0.25 0.008 0 7.118 272,000.00 271,999.90 340,000.00 80 100 68,000.00 171450843 6.75 6.75 0.25 0.008 0 6.493 416,000.00 415,952.76 520,000.00 80 98.27 95,004.00 171450844 6.875 6.875 0.25 0.008 0 6.618 542,750.00 542,384.91 835,000.00 65 65 0 171450845 6.875 6.875 0.25 0.008 0 6.618 520,000.00 519,928.17 850,000.00 61.18 61.18 0 171450846 6.5 6.5 0.25 0.008 0 6.243 280,000.00 280,000.00 465,000.00 60.22 60.22 0 171450848 6.75 6.75 0.25 0.008 0 6.493 193,800.00 193,800.00 323,000.00 60 60 0 171450849 6.875 6.875 0.25 0.008 0 6.618 549,250.00 549,250.00 686,576.00 80 100 137,326.00 171450850 6.5 6.5 0.25 0.008 0 6.243 312,000.00 312,000.00 390,000.00 80 95 58,500.00 171450851 6.875 6.875 0.25 0.008 0 6.618 600,000.00 600,000.00 1,070,000.00 56.07 56.07 0 171450852 7 7 0.25 0.008 0 6.743 520,000.00 520,000.00 650,000.00 80 80 0 171450853 6.625 6.625 0.25 0.008 0 6.368 600,000.00 600,000.00 750,000.00 80 100 150,000.00 171450856 6.875 6.875 0.25 0.008 0 6.618 551,000.00 550,825.58 850,000.00 64.82 64.82 0 171450857 6.875 6.875 0.25 0.008 0 6.618 332,000.00 332,000.00 415,000.00 80 100 83,000.00 171450859 7 7 0.25 0.008 0 6.743 162,000.00 161,996.17 240,000.00 67.5 67.5 0 171450860 6.5 6.5 0.25 0.008 0 6.243 330,000.00 330,000.00 560,000.00 58.93 58.93 0 171450861 6.25 6.25 0.25 0.008 0 5.993 347,500.00 346,947.83 450,000.00 77.22 77.22 0 171450862 7.125 7.125 0.25 0.008 0 6.868 626,200.00 626,200.00 835,000.00 74.99 74.99 0 171450863 7.125 7.125 0.25 0.008 0 6.868 279,200.00 279,200.00 349,000.00 80 100 69,800.00 171450864 6.875 6.875 0.25 0.008 0 6.618 260,000.00 260,000.00 460,000.00 56.52 56.52 0 171450865 6.625 6.625 0.25 0.008 0 6.368 200,000.00 200,000.00 1,675,000.00 11.94 11.94 0 171450866 7 7 0.25 0.008 0 6.743 602,000.00 602,000.00 860,000.00 70 73.26 28,036.00 171450867 6.875 6.875 0.25 0.008 0 6.618 135,000.00 135,000.00 241,000.00 56.02 56.02 0 171450868 6.875 6.875 0.25 0.008 0 6.618 145,000.00 145,000.00 244,000.00 59.43 59.43 0 171450869 6.875 6.875 0.25 0.008 0 6.618 145,000.00 145,000.00 244,000.00 59.43 59.43 0 171450870 6.875 6.875 0.25 0.008 0 6.618 162,000.00 162,000.00 261,000.00 62.07 62.07 0 171450871 7.875 7.875 0.25 0.008 0 7.618 840,000.00 840,000.00 1,050,000.00 80 80 0 171450873 7 7 0.25 0.008 0 6.743 480,000.00 479,754.80 600,000.00 80 80 0 171450874 7.875 7.875 0.25 0.008 0 7.618 573,750.00 573,750.00 765,000.00 75 75 0 171450875 6.625 6.625 0.25 0.008 0 6.368 575,000.00 575,000.00 1,072,500.00 53.61 53.61 0 171450876 7.5 7.5 0.25 0.008 0 7.243 500,700.00 499,199.63 625,900.00 80 80 0 171450877 7.5 7.5 0.25 0.008 0 7.243 324,800.00 324,800.00 406,000.00 80 100 81,200.00 171450878 6.875 6.875 0.25 0.008 0 6.618 236,000.00 236,000.00 295,000.00 80 100 59,000.00 171450879 6.25 6.25 0.25 0.008 0 5.993 519,200.00 519,091.96 649,000.00 80 100 129,800.00 171458403 6.25 6.25 0.25 0.008 0 5.993 300,000.00 300,000.00 425,000.00 70.59 88.2 74,850.00 171458408 8.5 8.5 0.25 0.008 0 8.243 233,600.00 232,735.67 292,000.00 80 80 0 171458410 7.375 7.375 0.25 0.008 0 7.118 100,750.00 100,707.85 155,000.00 65 80 23,250.00 171458416 7.625 7.625 0.25 0.008 0 7.368 271,600.00 271,600.00 339,500.00 80 100 67,900.00 171458441 6.875 6.875 0.25 0.008 0 6.618 96,000.00 95,316.22 120,000.00 80 100 24,000.00 171458446 8.75 8.75 0.25 0.008 0 8.493 146,000.00 145,486.68 186,000.00 78.49 90 21,400.00 171458464 7.125 7.125 0.25 0.008 0 6.868 332,000.00 332,000.00 415,000.00 80 100 83,000.00 171458900 6.75 6.75 0.25 0.008 0 6.493 348,000.00 347,096.07 440,000.00 79.09 79.09 0 171459893 7.25 7.25 0.25 0.008 0 6.993 164,000.00 164,000.00 205,000.00 80 100 41,000.00 171459897 7.5 7.5 0.25 0.008 0 7.243 268,000.00 268,000.00 335,000.00 80 100 67,000.00 171459898 6.75 6.75 0.25 0.008 0 6.493 161,600.00 161,600.00 202,000.00 80 100 40,400.00 171459901 7.125 7.125 0.25 0.008 0 6.868 260,000.00 260,000.00 325,000.00 80 100 65,000.00 171459903 8.125 8.125 0.25 0.008 0 7.868 340,000.00 340,000.00 425,000.00 80 100 85,000.00 171459911 6.99 6.99 0.25 0.008 0 6.733 492,000.00 492,000.00 615,000.00 80 100 123,000.00 171459914 6.75 6.75 0.25 0.008 0 6.493 404,000.00 402,596.86 505,000.00 80 100 101,000.00 171475905 7.5 7.5 0.25 0.008 0 7.243 243,000.00 243,000.00 270,000.00 90 90 0 171478684 7.25 7.25 0.25 0.008 0 6.993 580,000.00 578,634.42 725,000.00 80 100 145,000.00 171479624 6.125 6.125 0.25 0.008 0 5.868 568,000.00 568,000.00 710,000.00 80 80 0 171479625 7.875 7.875 0.25 0.008 0 7.618 210,000.00 210,000.00 300,000.00 70 90 60,000.00 171485993 6.375 6.375 0.25 0.008 0 6.118 735,000.00 734,999.90 950,000.00 77.37 95 167,500.00 171488365 6.625 6.625 0.25 0.008 0 6.368 203,200.00 202,659.19 254,000.00 80 100 50,800.00 171488368 6.375 6.375 0.25 0.008 0 6.118 1,000,000.00 997,206.61 1,800,000.00 55.56 55.56 0 171488371 7.875 7.875 0.25 0.008 0 7.618 714,450.00 714,450.00 952,647.00 75 94.99 190,469.39 171488372 7.875 7.875 0.25 0.008 0 7.618 700,950.00 700,949.99 934,622.00 75 95 186,940.90 171488383 6.625 6.625 0.25 0.008 0 6.368 716,000.00 714,094.38 900,000.00 79.56 90 94,000.00 171488390 6.375 6.375 0.25 0.008 0 6.118 250,000.00 250,000.00 625,000.00 40 40 0 171488397 7 7 0.25 0.008 0 6.743 272,000.00 271,998.99 340,000.00 80 90 34,000.00 171488407 8.25 8.25 0.25 0.008 0 7.993 200,000.00 200,000.00 250,000.00 80 100 50,000.00 171488423 7.875 7.875 0.25 0.008 0 7.618 179,950.00 179,950.00 224,990.00 79.98 99.96 44,950.00 171488424 7.5 7.5 0.25 0.008 0 7.243 650,000.00 650,000.00 980,000.00 66.33 95 281,000.00 171488434 8 8 0.25 0.008 0 7.743 376,000.00 376,000.00 470,000.00 80 100 94,000.00 171488441 6.375 6.375 0.25 0.008 0 6.118 300,000.00 295,053.22 400,000.00 75 75 0 171488459 7.75 7.75 0.25 0.008 0 7.493 150,850.00 150,542.86 215,500.00 70 100 64,650.00 171488470 7.125 7.125 0.25 0.008 0 6.868 237,550.00 237,549.99 296,990.00 79.99 99.97 59,350.90 171488474 6.5 6.5 0.25 0.008 0 6.243 279,200.00 279,199.99 349,000.00 80 100 69,800.00 171490298 6.625 6.625 0.25 0.008 0 6.368 305,000.00 304,993.85 475,000.00 64.21 64.21 0 171490877 7.625 7.625 0.25 0.008 0 7.368 319,900.00 319,900.00 399,900.00 79.99 99.99 79,960.01 171490880 8.125 8.125 0.25 0.008 0 7.868 178,400.00 178,400.00 223,000.00 80 100 44,600.00 171490892 7.75 7.75 0.25 0.008 0 7.493 488,000.00 488,000.00 610,000.00 80 90 61,000.00 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907,961.26 1,300,000.00 70 80 130,000.00 171509943 6.875 6.875 0.25 0.008 0 6.618 512,000.00 512,000.00 640,000.00 80 100 128,000.00 171509946 6.5 6.5 0.25 0.008 0 6.243 352,000.00 351,999.90 440,000.00 80 95 66,000.00 171509961 6.875 6.875 0.25 0.008 0 6.618 505,600.00 505,600.00 632,000.00 80 99.7 124,504.00 171510306 7 7 0.25 0.008 0 6.743 140,600.00 140,600.00 200,890.00 69.99 95 50,245.50 171522883 6.625 6.625 0.25 0.008 0 6.368 345,600.00 345,600.00 625,000.00 55.3 55.3 0 171527940 6.875 6.875 0.25 0.008 0 6.618 910,000.00 908,466.60 1,300,000.00 70 76.9 89,700.00 171528198 8.25 8.25 0.25 0.008 0 7.993 81,750.00 81,684.21 109,000.00 75 75 0 171528216 7.5 7.5 0.25 0.008 0 7.243 211,300.00 211,300.00 270,000.00 78.26 78.26 0 171528254 7.875 7.875 0.25 0.008 0 7.618 236,300.00 236,300.00 278,000.00 85 85 0 171528270 7.625 7.625 0.25 0.008 0 7.368 345,550.00 345,550.00 345,578.00 99.99 99.99 0 171528293 7.5 7.5 0.25 0.008 0.7 6.543 200,000.00 199,388.09 200,000.00 100 100 0 171528299 9.25 9.25 0.25 0.008 0.65 8.343 288,000.00 287,548.61 320,000.00 90 90 0 171528306 8.75 8.75 0.25 0.008 1.4 7.093 154,990.00 154,990.00 154,990.00 100 100 0 171528314 8.75 8.75 0.25 0.008 1.4 7.093 270,000.00 270,000.00 270,000.00 100 100 0 171528653 7.5 7.5 0.25 0.008 0 7.243 224,250.00 224,249.99 299,000.00 75 95 59,800.00 171528654 6 6 0.25 0.008 0 5.743 419,000.00 419,000.00 655,000.00 63.97 63.97 0 171531643 6.875 6.875 0.25 0.008 0 6.618 146,400.00 146,400.00 183,000.00 80 95 27,450.00 171531654 6.875 6.875 0.25 0.008 0 6.618 189,600.00 189,600.00 237,000.00 80 100 47,400.00 171531699 6.625 6.625 0.25 0.008 0 6.368 284,120.00 284,119.90 355,150.00 80 100 71,030.00 171531703 6.875 6.875 0.25 0.008 0 6.618 219,920.00 219,879.86 274,900.00 80 100 54,980.00 171532906 7 7 0.25 0.008 0 6.743 460,000.00 460,000.00 575,000.00 80 100 115,000.00 171538960 6.5 6.5 0.25 0.008 0 6.243 196,820.00 196,820.00 378,500.00 52 52 0 171539118 6 6 0.25 0.008 0 5.743 432,000.00 431,999.08 540,000.00 80 100 108,000.00 171539121 6 6 0.25 0.008 0 5.743 450,000.00 450,000.00 710,000.00 63.38 63.38 0 171539122 6 6 0.25 0.008 0 5.743 300,000.00 300,000.00 485,000.00 61.86 61.86 0 171540298 7.625 7.625 0.25 0.008 0 7.368 223,400.00 223,400.00 297,905.00 74.99 94.98 59,550.17 171540305 6.5 6.5 0.25 0.008 0 6.243 196,000.00 196,000.00 245,000.00 80 100 49,000.00 171540324 6.75 6.75 0.25 0.008 0 6.493 437,800.00 436,646.52 550,000.00 79.6 79.6 0 171540331 8.125 8.125 0.25 0.008 0 7.868 248,000.00 248,000.00 310,000.00 80 100 62,000.00 171540344 7.875 7.875 0.25 0.008 0 7.618 86,400.00 86,400.00 108,000.00 80 100 21,600.00 171540396 8.125 8.125 0.25 0.008 0 7.868 696,000.00 696,000.00 870,000.00 80 100 174,000.00 171540417 7.875 7.875 0.25 0.008 0 7.618 220,000.00 219,927.82 275,000.00 80 100 55,000.00 171540435 7.875 7.875 0.25 0.008 0 7.618 1,120,000.00 1,120,000.00 1,600,000.00 70 95 400,000.00 171540453 8.25 8.25 0.25 0.008 0 7.993 51,200.00 51,200.00 64,000.00 80 100 12,800.00 171540476 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730,000.00 73.97 73.97 0 171551261 5.75 5.75 0.25 0.008 0 5.493 535,200.00 535,151.59 669,000.00 80 100 133,800.00 171551600 6.875 6.875 0.25 0.008 0 6.618 344,150.00 343,570.02 430,255.00 79.99 100 86,105.00 171551661 7.25 7.25 0.25 0.008 0 6.993 372,000.00 371,417.85 465,000.00 80 100 93,000.00 171551778 8.625 8.625 0.25 0.008 0 8.368 280,000.00 279,099.06 350,000.00 80 90 35,000.00 171551781 8.5 8.5 0.25 0.008 0 8.243 171,900.00 171,900.00 214,900.00 79.99 99.98 42,957.02 171551782 8.375 8.375 0.25 0.008 0 8.118 262,400.00 262,400.00 328,000.00 80 100 65,600.00 171551783 6.625 6.625 0.25 0.008 0 6.368 300,000.00 299,201.57 680,000.00 44.12 44.12 0 171551784 5.625 5.625 0.25 0.008 0 5.368 412,000.00 410,672.45 515,000.00 80 90 51,500.00 171551785 7 7 0.25 0.008 0 6.743 426,550.00 426,550.00 533,201.00 80 100 106,651.00 171551786 6.5 6.5 0.25 0.008 0 6.243 329,550.00 329,550.00 411,950.00 80 100 82,400.00 171551787 6.25 6.25 0.25 0.008 0 5.993 276,000.00 276,000.00 345,000.00 80 100 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67,496.86 90,000.00 75 75 0 171601364 8.25 8.625 0.25 0.008 0 8.368 90,400.00 90,370.03 113,000.00 80 80 0 171601365 7 7 0.25 0.008 0 6.743 292,000.00 292,000.00 365,000.00 80 100 73,000.00 171601366 7.625 7.625 0.25 0.008 0 7.368 516,000.00 513,794.00 646,945.00 79.76 79.76 0 171601367 7.125 7.125 0.25 0.008 0 6.868 176,000.00 176,000.00 220,000.00 80 100 44,000.00 171601368 6.75 6.75 0.25 0.008 0 6.493 400,000.00 400,000.00 500,000.00 80 100 100,000.00 171601369 7.5 7.5 0.25 0.008 0 7.243 444,000.00 443,005.28 555,000.00 80 100 111,000.00 171601370 7.5 7.5 0.25 0.008 0 7.243 381,150.00 381,150.00 476,490.00 79.99 99.97 95,197.05 171601371 8.75 8.75 0.25 0.008 0 8.493 142,400.00 142,150.92 178,000.00 80 100 35,600.00 171601372 7.75 7.75 0.25 0.008 0 7.493 173,920.00 173,919.99 217,400.00 80 100 43,480.00 171601373 7.5 7.5 0.25 0.008 0 7.243 160,000.00 159,998.63 200,000.00 80 100 40,000.00 171601374 7 7 0.25 0.008 0 6.743 258,200.00 258,199.97 322,800.00 79.99 95 48,460.00 171601375 7.375 7.375 0.25 0.008 0 7.118 168,800.00 168,412.30 211,000.00 80 100 42,200.00 171601376 7.25 7.25 0.25 0.008 0 6.993 208,720.00 208,237.26 260,900.00 80 100 52,180.00 171601377 7.625 7.625 0.25 0.008 0 7.368 208,000.00 208,000.00 260,000.00 80 90 26,000.00 171601379 8.375 8.375 0.25 0.008 0 8.118 324,000.00 324,000.00 405,000.00 80 80 0 171601380 7.875 7.875 0.25 0.008 0 7.618 247,200.00 247,200.00 315,000.00 78.48 78.48 0 171601381 6.875 6.875 0.25 0.008 0 6.618 454,350.00 454,350.00 699,000.00 65 65 0 171601382 7.375 7.375 0.25 0.008 0 7.118 355,200.00 355,200.00 444,007.00 80 100 88,807.00 171601383 7.375 7.375 0.25 0.008 0 7.118 323,400.00 323,399.99 404,250.00 80 100 80,850.00 171601384 8.5 8.5 0.25 0.008 0 8.243 320,000.00 320,000.00 400,000.00 80 100 80,000.00 171601385 7.375 7.375 0.25 0.008 0 7.118 420,000.00 420,000.00 525,000.00 80 95 78,750.00 171601389 7.5 7.5 0.25 0.008 0 7.243 204,000.00 204,000.00 255,000.00 80 100 51,000.00 171601390 7.125 7.125 0.25 0.008 0 6.868 288,000.00 288,000.00 360,000.00 80 80 0 171601391 7.375 7.375 0.25 0.008 0 7.118 397,708.00 397,708.00 497,135.00 80 100 99,427.00 171601392 6.875 6.875 0.25 0.008 0 6.618 150,959.00 150,959.00 188,699.00 80 100 37,740.00 171601393 7.625 7.625 0.25 0.008 0 7.368 448,000.00 448,000.00 560,000.00 80 100 112,000.00 171601394 7.5 7.5 0.25 0.008 0 7.243 634,400.00 634,400.00 793,000.00 80 94.94 118,474.20 171601395 7.875 7.875 0.25 0.008 0 7.618 267,600.00 267,600.00 334,500.00 80 100 66,900.00 171601396 7.25 7.25 0.25 0.008 0 6.993 228,000.00 228,000.00 285,000.00 80 80 0 171601398 7.125 7.125 0.25 0.008 0 6.868 114,800.00 114,800.00 143,500.00 80 100 28,700.00 171601399 6.75 6.75 0.25 0.008 0 6.493 296,000.00 296,000.00 370,000.00 80 100 74,000.00 171601400 7.75 7.75 0.25 0.008 0 7.493 232,000.00 231,998.21 290,000.00 80 100 58,000.00 171601401 7.375 7.375 0.25 0.008 0 7.118 290,400.00 289,732.98 363,000.00 80 95 54,450.00 171601402 6.25 6.25 0.25 0.008 0 5.993 170,068.00 170,067.99 212,585.00 80 99.99 42,495.74 171601404 6.875 6.875 0.25 0.008 0 6.618 241,000.00 241,000.00 390,000.00 61.79 83.59 85,001.00 171601405 7.125 7.125 0.25 0.008 0 6.868 296,000.00 295,957.50 370,000.00 80 100 74,000.00 171601406 8.375 8.375 0.25 0.008 0 8.118 306,000.00 306,000.00 382,500.00 80 95 57,375.00 171601407 7.625 7.625 0.25 0.008 0 7.368 319,920.00 319,615.94 399,900.00 80 80 0 171601408 7.875 7.875 0.25 0.008 0 7.618 215,520.00 215,520.00 269,400.00 80 99.97 53,799.18 171601409 6.875 6.875 0.25 0.008 0 6.618 262,500.00 262,500.00 350,000.00 75 75 0 171601410 7 7 0.25 0.008 0 6.743 195,000.00 195,000.00 560,000.00 34.82 34.82 0 171601411 6.75 6.75 0.25 0.008 0 6.493 315,868.00 315,868.00 394,835.00 80 100 78,967.00 171601412 6.875 6.875 0.25 0.008 0 6.618 345,600.00 345,600.00 432,000.00 80 100 86,400.00 171601413 7.875 7.875 0.25 0.008 0 7.618 350,000.00 350,000.00 485,000.00 72.16 72.16 0 171601414 6.375 6.375 0.25 0.008 0 6.118 360,000.00 360,000.00 560,000.00 64.29 64.29 0 171601415 7 7 0.25 0.008 0 6.743 472,000.00 470,164.96 685,000.00 68.91 68.91 0 171601416 7 7 0.25 0.008 0 6.743 188,000.00 188,000.00 235,000.00 80 100 47,000.00 171601418 7.125 7.125 0.25 0.008 0 6.868 160,000.00 160,000.00 200,000.00 80 100 40,000.00 171601420 7.75 7.75 0.25 0.008 0 7.493 212,000.00 212,000.00 265,000.00 80 100 53,000.00 171601421 7.875 7.875 0.25 0.008 0 7.618 612,000.00 612,000.00 765,000.00 80 90 76,500.00 171601422 6.875 6.875 0.25 0.008 0 6.618 375,920.00 375,920.00 469,900.00 80 95 70,485.00 171601423 7.375 7.375 0.25 0.008 0 7.118 84,720.00 84,720.00 105,900.00 80 100 21,180.00 171601424 7.375 7.375 0.25 0.008 0 7.118 322,800.00 310,734.36 403,500.00 80 80 0 171601426 7 7 0.25 0.008 0 6.743 412,000.00 411,999.99 515,000.00 80 100 103,000.00 171601427 6.875 6.875 0.25 0.008 0 6.618 175,500.00 174,905.15 275,000.00 63.82 63.82 0 171601428 7.75 7.75 0.25 0.008 0 7.493 137,600.00 137,600.00 172,000.00 80 95 25,800.00 171601429 7.125 7.125 0.25 0.008 0 6.868 111,920.00 111,920.00 139,900.00 80 100 27,980.00 171601430 7.5 7.5 0.25 0.008 0 7.243 192,000.00 192,000.00 240,000.00 80 100 48,000.00 171601433 7.25 7.25 0.25 0.008 0 6.993 600,000.00 598,587.32 750,000.00 80 80 0 171601434 8.375 8.375 0.25 0.008 0 8.118 112,500.00 112,500.00 150,000.00 75 75 0 171601435 7.25 7.25 0.25 0.008 0 6.993 155,296.00 155,296.00 194,120.00 80 100 38,824.00 171601436 8.125 8.125 0.25 0.008 0 7.868 448,000.00 447,114.86 560,000.00 80 95 84,000.00 171601438 7 7 0.25 0.008 0 6.743 194,500.00 194,018.89 243,153.00 79.99 94.98 36,446.72 171601440 6.875 6.875 0.25 0.008 0 6.618 338,400.00 338,400.00 423,000.00 80 95 63,450.00 171601441 7.625 7.625 0.25 0.008 0 7.368 141,600.00 141,290.57 177,000.00 80 100 35,400.00 171601442 7.25 7.25 0.25 0.008 0 6.993 355,360.00 355,360.00 444,200.00 80 100 88,840.00 171601443 7.5 7.5 0.25 0.008 0 7.243 118,400.00 118,134.74 148,000.00 80 100 29,600.00 171601444 7.125 7.125 0.25 0.008 0 6.868 311,992.00 311,991.99 389,990.00 80 100 77,998.00 171601445 7.625 7.625 0.25 0.008 0 7.368 465,600.00 465,600.00 582,014.00 80 99.79 115,191.77 171601446 6.875 6.875 0.25 0.008 0 6.618 143,200.00 142,837.02 179,000.00 80 90 17,900.00 171601447 7.375 7.375 0.25 0.008 0 7.118 138,375.00 138,375.00 184,900.00 74.84 84.82 18,457.18 171601448 6.75 6.75 0.25 0.008 0 6.493 154,000.00 154,000.00 210,000.00 73.33 73.33 0 171601449 7.625 7.625 0.25 0.008 0 7.368 308,000.00 307,999.99 385,000.00 80 91.56 44,506.00 171601450 7.375 7.375 0.25 0.008 0 7.118 512,000.00 512,000.00 640,000.00 80 100 128,000.00 171601451 7.375 7.375 0.25 0.008 0 7.118 135,000.00 135,000.00 182,000.00 74.18 74.18 0 171601452 7 7 0.25 0.008 0 6.743 417,000.00 417,000.00 523,000.00 79.73 100 106,000.00 171601453 7.375 7.375 0.25 0.008 0 7.118 255,920.00 255,919.99 319,900.00 80 80 0 171601455 6.75 6.75 0.25 0.008 0 6.493 159,600.00 159,600.00 199,500.00 80 100 39,900.00 171601456 7 7 0.25 0.008 0 6.743 213,920.00 213,886.89 267,400.00 80 80 0 171601458 6.625 6.625 0.25 0.008 0 6.368 175,920.00 175,293.99 219,900.00 80 100 43,980.00 171601459 8.25 8.25 0.25 0.008 0.625 7.368 170,550.00 170,550.00 189,500.00 90 90 0 171601460 7 7 0.25 0.008 0 6.743 222,000.00 221,450.87 277,500.00 80 95 41,625.00 171601462 8.375 8.375 0.25 0.008 0 8.118 294,000.00 294,000.00 367,500.00 80 100 73,500.00 171601463 7 7 0.25 0.008 0 6.743 196,000.00 195,999.99 245,000.00 80 90 24,500.00 171601464 8.5 8.5 0.25 0.008 0 8.243 130,880.00 130,640.44 163,600.00 80 90 16,360.00 171601465 7.375 7.375 0.25 0.008 0 7.118 233,600.00 233,580.00 292,000.00 80 100 58,400.00 171601467 7.75 7.75 0.25 0.008 0 7.493 366,800.00 366,490.69 458,500.00 80 100 91,700.00 171601468 6.75 6.75 0.25 0.008 0 6.493 416,250.00 416,250.00 555,000.00 75 100 138,750.00 171601469 7.875 7.875 0.25 0.008 0 7.618 153,600.00 153,600.00 192,000.00 80 95 28,800.00 171601470 7.5 7.5 0.25 0.008 0 7.243 272,650.00 272,650.00 340,816.00 80 100 68,166.00 171601471 7.625 7.625 0.25 0.008 0 7.368 63,750.00 63,610.69 85,000.00 75 75 0 171601474 7.5 7.5 0.25 0.008 0 7.243 392,000.00 391,999.99 490,000.00 80 95 73,500.00 171601475 7.25 7.25 0.25 0.008 0 6.993 340,000.00 340,000.00 425,000.00 80 86.88 29,240.00 171601476 7.375 7.375 0.25 0.008 0 7.118 348,000.00 348,000.00 435,000.00 80 80 0 171601477 8.5 8.5 0.25 0.008 0 8.243 851,250.00 851,037.57 1,135,000.00 75 75 0 171601478 7.75 7.75 0.25 0.008 0 7.493 156,000.00 156,000.00 290,000.00 53.79 53.79 0 171601480 7.125 7.125 0.25 0.008 0 6.868 592,000.00 592,000.00 740,000.00 80 100 148,000.00 171601481 7.5 7.5 0.25 0.008 0 7.243 566,250.00 566,249.99 755,000.00 75 75 0 171601483 7.5 7.5 0.25 0.008 0 7.243 222,350.00 222,350.00 277,999.00 79.98 99.96 55,537.80 171601484 7.375 7.375 0.25 0.008 0 7.118 192,000.00 192,000.00 240,000.00 80 100 48,000.00 171601485 7.25 7.25 0.25 0.008 0 6.993 247,200.00 246,617.97 309,000.00 80 95 46,350.00 171601486 7.875 7.875 0.25 0.008 0 7.618 172,650.00 172,650.00 215,864.00 79.98 99.97 43,149.24 171601487 7.75 7.75 0.25 0.008 0 7.493 360,000.00 359,232.83 480,000.00 75 85 48,000.00 171601488 7.25 7.25 0.25 0.008 0 6.993 272,000.00 272,000.00 340,000.00 80 100 68,000.00 171601489 6.25 6.25 0.25 0.008 0 5.993 320,000.00 319,999.70 400,000.00 80 100 80,000.00 171601490 7 7 0.25 0.008 0 6.743 191,200.00 190,727.07 239,000.00 80 100 47,800.00 171601491 7.375 7.375 0.25 0.008 0 7.118 92,000.00 92,000.00 115,000.00 80 95 17,250.00 171601492 6.875 6.875 0.25 0.008 0 6.618 250,500.00 250,500.00 295,000.00 84.92 84.92 0 171601493 7.375 7.375 0.25 0.008 0 7.118 196,000.00 195,549.83 245,000.00 80 100 49,000.00 171601494 7.375 7.375 0.25 0.008 0 7.118 170,320.00 170,320.00 212,900.00 80 100 42,580.00 171601496 6.875 6.875 0.25 0.008 0 6.618 116,800.00 116,800.00 146,000.00 80 90 14,600.00 171601497 7.5 7.5 0.25 0.008 0 7.243 417,000.00 417,000.00 532,366.00 78.33 90 62,129.40 171601498 7.875 7.875 0.25 0.008 0 7.618 436,000.00 435,856.94 545,000.00 80 100 109,000.00 171601499 6.875 6.875 0.25 0.008 0 6.618 140,080.00 140,079.99 175,100.00 80 100 35,020.00 171601500 8.75 8.75 0.25 0.008 0 8.493 200,000.00 199,999.99 250,000.00 80 90 25,000.00 171601501 7 7 0.25 0.008 0 6.743 442,500.00 442,500.00 590,000.00 75 90 88,500.00 171601502 7.25 7.25 0.25 0.008 0 6.993 322,240.00 322,240.00 402,800.00 80 100 80,560.00 171601504 7.125 7.125 0.25 0.008 0 6.868 229,600.00 229,600.00 287,000.00 80 100 57,400.00 171601505 7.625 7.625 0.25 0.008 0 7.368 189,000.00 189,000.00 236,263.00 80 94.98 35,402.60 171601506 8.125 8.125 0.25 0.008 0 7.868 149,550.00 149,180.62 186,961.00 79.99 89.97 18,658.81 171601507 7 7 0.25 0.008 0 6.743 300,000.00 299,949.42 535,000.00 56.07 56.07 0 171601508 8 8 0.25 0.008 0 7.743 500,000.00 499,999.99 625,000.00 80 80 0 171601509 7.875 7.875 0.25 0.008 0 7.618 104,000.00 103,783.85 136,000.00 76.47 76.47 0 171601510 7.25 7.25 0.25 0.008 0 6.993 319,920.00 319,920.00 399,900.00 80 80 0 171601511 7.75 7.75 0.25 0.008 0 7.493 152,000.00 152,000.00 190,000.00 80 100 38,000.00 171601514 7.25 7.25 0.25 0.008 0 6.993 428,000.00 426,992.31 535,000.00 80 90 53,500.00 171601516 7.75 7.75 0.25 0.008 0 7.493 323,920.00 323,919.99 404,900.00 80 100 80,980.00 171601518 8.5 8.5 0.25 0.008 0 8.243 560,000.00 560,000.00 700,000.00 80 90 70,000.00 171601519 7.875 7.875 0.25 0.008 0 7.618 140,000.00 139,709.05 175,000.00 80 100 35,000.00 171601520 7.875 7.875 0.25 0.008 0 7.618 304,000.00 304,000.00 380,000.00 80 100 76,000.00 171601521 7 7 0.25 0.008 0 6.743 228,800.00 228,783.01 286,000.00 80 100 57,200.00 171601522 7.125 7.125 0.25 0.008 0 6.868 263,920.00 263,888.66 329,900.00 80 100 65,980.00 171601523 7.875 7.875 0.25 0.008 0 7.618 630,000.00 630,000.00 840,000.00 75 75 0 171601524 7.25 7.25 0.25 0.008 0 6.993 115,984.00 115,984.00 144,980.00 80 100 28,996.00 171601525 7.25 7.25 0.25 0.008 0 6.993 132,000.00 132,000.00 165,000.00 80 95 24,750.00 171601526 6.875 6.875 0.25 0.008 0 6.618 221,000.00 221,000.00 277,000.00 79.78 79.78 0 171601527 6 6 0.25 0.008 0 5.743 310,072.00 309,423.84 387,591.00 80 100 77,519.00 171601528 7 7 0.25 0.008 0 6.743 153,000.00 152,621.54 204,000.00 75 75 0 171601530 7.125 7.125 0.25 0.008 0 6.868 238,500.00 238,499.99 329,000.00 72.49 72.49 0 171601532 6.75 6.75 0.25 0.008 0 6.493 353,600.00 353,600.00 442,000.00 80 100 88,400.00 171601533 6.875 6.875 0.25 0.008 0 6.618 268,000.00 267,320.67 335,000.00 80 100 67,000.00 171601534 6.75 6.75 0.25 0.008 0 6.493 290,000.00 289,246.71 960,000.00 30.21 30.21 0 171601536 7.625 7.625 0.25 0.008 0 7.368 496,000.00 496,000.00 620,000.00 80 100 124,000.00 171601537 7 7 0.25 0.008 0 6.743 624,000.00 624,000.00 780,000.00 80 95 117,000.00 171601538 7.625 7.625 0.25 0.008 0 7.368 201,600.00 201,600.00 252,000.00 80 100 50,400.00 171601539 7 7 0.25 0.008 0 6.743 534,000.00 534,000.00 667,500.00 80 90 66,750.00 171601540 7 7 0.25 0.008 0 6.743 105,000.00 104,652.69 131,250.00 80 100 26,250.00 171601541 7.25 7.25 0.25 0.008 0 6.993 232,000.00 232,000.00 290,000.00 80 100 58,000.00 171601542 6.75 6.75 0.25 0.008 0 6.493 375,000.00 374,894.54 500,000.00 75 100 125,000.00 171601543 8.5 8.5 0.25 0.008 0 8.243 54,000.00 53,901.14 72,000.00 75 75 0 171601544 8 8 0.25 0.008 0 7.743 450,400.00 450,332.67 563,000.00 80 95 84,450.00 171601545 6.75 6.75 0.25 0.008 0 6.493 215,200.00 215,200.00 269,000.00 80 100 53,800.00 171601546 7 7 0.25 0.008 0 6.743 140,000.00 140,000.00 390,000.00 35.9 35.9 0 171601547 6.75 6.75 0.25 0.008 0 6.493 298,400.00 298,399.98 373,000.00 80 80 0 171601548 6.875 6.875 0.25 0.008 0 6.618 121,000.00 121,000.00 178,125.00 67.93 67.93 0 171601549 7.75 7.75 0.25 0.008 0 7.493 132,460.00 132,459.98 165,575.00 80 100 33,115.00 171601550 7.375 7.375 0.25 0.008 0 7.118 181,450.00 181,450.00 226,865.00 79.98 99.95 45,301.57 171601551 7.375 7.375 0.25 0.008 0 7.118 212,500.00 212,500.00 265,665.00 79.99 99.99 53,138.43 171601552 7 7 0.25 0.008 0 6.743 240,000.00 240,000.00 324,450.00 73.97 73.97 0 171601553 7 7 0.25 0.008 0 6.743 264,850.00 264,850.00 331,103.00 79.99 100 66,253.00 171601554 7 7 0.25 0.008 0 6.743 266,650.00 266,650.00 355,543.00 75 99.99 88,857.45 171601555 7.125 7.125 0.25 0.008 0 6.868 141,300.00 141,300.00 176,653.00 79.99 99.97 35,300.00 171601556 6.875 6.875 0.25 0.008 0 6.618 149,600.00 149,599.99 187,000.00 80 100 37,400.00 171601557 8.375 8.375 0.25 0.008 0 8.118 150,000.00 150,000.00 187,500.00 80 94.99 28,106.25 171601558 7.375 7.375 0.25 0.008 0 7.118 183,920.00 183,919.99 229,900.00 80 100 45,980.00 171601559 7 7 0.25 0.008 0 6.743 188,000.00 188,000.00 235,000.00 80 100 47,000.00 171601560 7.125 7.125 0.25 0.008 0 6.868 232,000.00 231,997.50 290,000.00 80 100 58,000.00 171601561 7.5 7.5 0.25 0.008 0 7.243 250,000.00 250,000.00 625,000.00 40 40 0 171601562 7.375 7.375 0.25 0.008 0 7.118 360,000.00 360,000.00 450,000.00 80 90 45,000.00 171601563 8 8 0.25 0.008 0 7.743 460,000.00 459,801.02 575,052.00 79.99 99.99 114,994.49 171601564 7.5 7.5 0.25 0.008 0 7.243 147,920.00 147,588.49 184,900.00 80 100 36,980.00 171601565 7.25 7.25 0.25 0.008 0 6.993 217,000.00 217,000.00 292,000.00 74.32 74.32 0 171601567 7.25 7.25 0.25 0.008 0 6.993 650,000.00 649,999.99 849,900.00 76.48 100 199,900.00 171601568 7.625 7.625 0.25 0.008 0 7.368 156,720.00 156,720.00 195,900.00 80 100 39,180.00 171601569 7 7 0.25 0.008 0 6.743 218,800.00 218,440.24 273,500.00 80 95 41,025.00 171601570 6.25 6.25 0.25 0.008 0 5.993 417,000.00 416,765.40 522,000.00 79.89 79.89 0 171601571 5.875 5.875 0.25 0.008 0 5.618 340,000.00 339,999.45 425,000.00 80 90 42,500.00 171601572 7.375 7.375 0.25 0.008 0 7.118 124,848.00 124,848.00 156,061.00 80 80 0 171601573 7.25 7.25 0.25 0.008 0 6.993 159,600.00 159,224.21 199,500.00 80 100 39,900.00 171601574 7.5 7.5 0.25 0.008 0 7.243 166,000.00 165,586.12 207,500.00 80 95 31,125.00 171601575 6.875 6.875 0.25 0.008 0 6.618 220,000.00 219,442.32 275,000.00 80 100 55,000.00 171601576 7.375 7.375 0.25 0.008 0 7.118 480,000.00 480,000.00 640,000.00 75 75 0 171601577 8.625 8.625 0.25 0.008 0 8.368 56,250.00 55,785.42 73,000.00 77.05 77.05 0 171601578 7.5 7.5 0.25 0.008 0 7.243 94,500.00 94,288.29 118,527.00 79.73 94.49 17,496.16 171601579 7.625 7.625 0.25 0.008 0 7.368 101,440.00 101,440.00 126,800.00 80 100 25,360.00 171601580 6.875 6.875 0.25 0.008 0 6.618 111,200.00 110,918.11 139,000.00 80 95 20,850.00 171601581 7.125 7.125 0.25 0.008 0 6.868 114,400.00 114,400.00 143,000.00 80 100 28,600.00 171601582 7.125 7.125 0.25 0.008 0 6.868 117,600.00 117,315.64 147,000.00 80 100 29,400.00 171601583 7.625 7.625 0.25 0.008 0 7.368 152,000.00 152,000.00 190,000.00 80 100 38,000.00 171601584 7.625 7.625 0.25 0.008 0 7.368 188,900.00 187,924.49 236,175.00 79.98 79.98 0 171601585 7.25 7.25 0.25 0.008 0 6.993 195,150.00 195,091.05 243,990.00 79.98 99.96 48,742.40 171601586 6.875 6.875 0.25 0.008 0 6.618 197,600.00 197,599.99 247,000.00 80 80 0 171601587 7 7 0.25 0.008 0 6.743 207,176.00 207,124.52 258,971.00 80 100 51,795.00 171601588 7.75 7.75 0.25 0.008 0 7.493 232,000.00 231,505.58 290,000.00 80 95 43,500.00 171601590 7.5 7.5 0.25 0.008 0 7.243 252,000.00 252,000.00 315,000.00 80 90 31,500.00 171601591 7.125 7.125 0.25 0.008 0 6.868 258,195.00 258,194.99 322,744.00 80 80 0 171601592 6.875 6.875 0.25 0.008 0 6.618 262,000.00 261,999.99 327,500.00 80 100 65,500.00 171601593 6.75 6.75 0.25 0.008 0 6.493 287,920.00 287,920.00 359,900.00 80 100 71,980.00 171601594 7.375 7.375 0.25 0.008 0 7.118 290,000.00 289,329.81 565,000.00 51.33 51.33 0 171601595 7.25 7.25 0.25 0.008 0 6.993 335,000.00 335,000.00 450,000.00 74.44 74.44 0 171601596 7.25 7.25 0.25 0.008 0 6.993 384,000.00 384,000.00 480,000.00 80 100 96,000.00 171601597 7.5 7.5 0.25 0.008 0 7.243 417,000.00 417,000.00 525,000.00 79.43 90 55,500.00 171601598 7.25 7.25 0.25 0.008 0 6.993 423,200.00 423,200.00 529,000.00 80 93.99 74,007.10 171601599 7.875 7.875 0.25 0.008 0 7.618 447,920.00 447,920.00 559,900.00 80 80 0 171601600 8 8 0.25 0.008 0 7.743 608,000.00 607,999.99 760,000.00 80 100 152,000.00 171601602 6.875 6.875 0.25 0.008 0 6.618 268,000.00 268,000.00 335,000.00 80 100 67,000.00 171601603 7.125 7.125 0.25 0.008 0 6.868 280,000.00 280,000.00 350,000.00 80 100 70,000.00 171601604 7.375 7.375 0.25 0.008 0 7.118 322,400.00 322,400.00 403,000.00 80 100 80,600.00 171601605 7.25 7.25 0.25 0.008 0 6.993 132,800.00 132,799.99 166,000.00 80 100 33,200.00 171601606 6.75 6.75 0.25 0.008 0 6.493 308,000.00 307,468.13 385,000.00 80 100 77,000.00 171601607 7.25 7.25 0.25 0.008 0 6.993 500,000.00 499,999.99 625,000.00 80 100 125,000.00 171601608 7 7 0.25 0.008 0 6.743 212,000.00 212,000.00 265,000.00 80 100 53,000.00 171601609 8 8 0.25 0.008 0 7.743 94,400.00 94,399.99 118,000.00 80 100 23,600.00 171601610 7.375 7.375 0.25 0.008 0 7.118 345,600.00 345,600.00 432,000.00 80 100 86,400.00 171601611 7.375 7.375 0.25 0.008 0 7.118 72,000.00 72,000.00 90,000.00 80 100 18,000.00 171601612 7.125 7.125 0.25 0.008 0 6.868 83,000.00 82,999.99 125,000.00 66.4 66.4 0 171601614 7.875 7.875 0.25 0.008 0 7.618 178,100.00 178,099.99 222,720.00 79.97 99.95 44,508.64 171601615 6.625 6.625 0.25 0.008 0 6.368 188,000.00 187,985.30 235,000.00 80 85 11,750.00 171601616 7.375 7.375 0.25 0.008 0 7.118 192,000.00 192,000.00 240,000.00 80 100 48,000.00 171601617 7.625 7.625 0.25 0.008 0 7.368 193,760.00 193,759.99 242,200.00 80 95 36,330.00 171601618 7.5 7.5 0.25 0.008 0 7.243 200,000.00 200,000.00 250,000.00 80 95 37,500.00 171601619 8 8 0.25 0.008 0 7.743 207,998.00 207,997.99 260,000.00 80 80 0 171601622 7.5 7.5 0.25 0.008 0 7.243 247,200.00 247,200.00 309,000.00 80 100 61,800.00 171601626 6.625 6.625 0.25 0.008 0 6.368 255,950.00 255,949.40 319,990.00 79.99 99.97 63,944.00 171601627 7.25 7.25 0.25 0.008 0 6.993 256,000.00 256,000.00 320,000.00 80 100 64,000.00 171601629 6.875 6.875 0.25 0.008 0 6.618 270,000.00 270,000.00 375,000.00 72 72 0 171601630 7.5 7.5 0.25 0.008 0 7.243 297,050.00 297,045.00 371,520.00 79.96 89.96 37,169.39 171601631 7.375 7.375 0.25 0.008 0 7.118 299,250.00 299,236.08 427,500.00 70 70 0 171601634 6.875 6.875 0.25 0.008 0 6.618 351,920.00 351,920.00 439,900.00 80 100 87,980.00 171601635 7.25 7.25 0.25 0.008 0 6.993 356,000.00 355,999.99 450,000.00 79.11 88.89 44,005.00 171601636 8 8 0.25 0.008 0 7.743 370,400.00 370,399.99 463,000.00 80 100 92,600.00 171601637 7.375 7.375 0.25 0.008 0 7.118 372,000.00 371,145.56 465,000.00 80 100 93,000.00 171601639 7.625 7.625 0.25 0.008 0 7.368 408,975.00 408,081.33 584,250.00 70 70 0 171601640 7.375 7.375 0.25 0.008 0 7.118 411,200.00 411,200.00 514,000.00 80 100 102,800.00 171601641 6.875 6.875 0.25 0.008 0 6.618 420,000.00 418,935.35 525,000.00 80 100 105,000.00 171601644 6.875 6.875 0.25 0.008 0 6.618 470,000.00 469,960.00 765,000.00 61.44 61.44 0 171601645 8.75 8.75 0.25 0.008 0 8.493 540,000.00 540,000.00 675,000.00 80 100 135,000.00 171601646 7.375 7.375 0.25 0.008 0 7.118 599,920.00 599,920.00 749,900.00 80 80 0 171601647 8.25 8.25 0.25 0.008 0 7.993 650,000.00 650,000.00 823,900.00 78.89 95 132,705.00 171601648 8 8 0.25 0.008 0 7.743 386,140.00 386,140.00 482,686.00 80 100 96,546.00 171601649 6.875 6.875 0.25 0.008 0 6.618 80,000.00 79,999.99 135,000.00 59.26 59.26 0 171601650 7.125 7.125 0.25 0.008 0 6.868 153,750.00 153,227.95 205,000.00 75 75 0 171601651 7.25 7.25 0.25 0.008 0 6.993 165,000.00 164,741.78 220,000.00 75 95 44,000.00 171601652 7.25 7.25 0.25 0.008 0 6.993 486,320.00 486,319.99 607,900.00 80 100 121,580.00 171601653 7.25 7.25 0.25 0.008 0 6.993 396,000.00 396,000.00 495,000.00 80 100 99,000.00 171601654 7.375 7.375 0.25 0.008 0 7.118 185,400.00 185,400.00 231,750.00 80 100 46,350.00 171601655 7.375 7.375 0.25 0.008 0 7.118 128,000.00 128,000.00 160,000.00 80 100 32,000.00 171601656 7.875 7.875 0.25 0.008 0 7.618 131,200.00 131,200.00 164,000.00 80 80 0 171601658 7.375 7.375 0.25 0.008 0 7.118 134,400.00 134,400.00 168,000.00 80 100 33,600.00 171601659 7 7 0.25 0.008 0 6.743 181,000.00 180,552.30 304,000.00 59.54 59.54 0 171601660 7.5 7.5 0.25 0.008 0 7.243 230,920.00 230,920.00 288,650.00 80 80 0 171601661 7.25 7.25 0.25 0.008 0 6.993 340,100.00 340,100.00 425,131.00 80 94.44 61,393.72 171601662 8.375 8.375 0.25 0.008 0 8.118 490,000.00 489,999.97 655,000.00 74.81 74.81 0 171601663 8.375 8.375 0.25 0.008 0 8.118 490,000.00 489,999.97 655,000.00 74.81 74.81 0 171601664 6.875 6.875 0.25 0.008 0 6.618 119,625.00 119,321.75 159,500.00 75 100 39,875.00 171601665 7.625 7.625 0.25 0.008 0 7.368 159,250.00 159,250.00 245,000.00 65 65 0 171601666 7.25 7.25 0.25 0.008 0 6.993 160,800.00 160,800.00 201,000.00 80 100 40,200.00 171601668 6.875 6.875 0.25 0.008 0 6.618 173,200.00 173,199.99 216,500.00 80 100 43,300.00 171601669 7 7 0.25 0.008 0 6.743 180,000.00 180,000.00 225,000.00 80 100 45,000.00 171601670 7.5 7.5 0.25 0.008 0 7.243 185,000.00 185,000.00 290,000.00 63.79 63.79 0 171601671 6.875 6.875 0.25 0.008 0 6.618 195,040.00 195,040.00 243,800.00 80 100 48,760.00 171601672 7.5 7.5 0.25 0.008 0 7.243 221,900.00 221,402.86 318,000.00 69.78 69.78 0 171601673 7.375 7.375 0.25 0.008 0 7.118 247,200.00 247,197.38 309,000.00 80 100 61,800.00 171601674 6.75 6.75 0.25 0.008 0 6.493 249,800.00 248,932.40 312,295.00 79.99 99.99 62,463.77 171601675 8.125 8.125 0.25 0.008 0 7.868 255,200.00 255,200.00 319,000.00 80 100 63,800.00 171601676 6.75 6.75 0.25 0.008 0 6.493 256,000.00 255,335.01 320,000.00 80 100 64,000.00 171601677 7.25 7.25 0.25 0.008 0 6.993 276,000.00 276,000.00 345,000.00 80 100 69,000.00 171601678 7.25 7.25 0.25 0.008 0 6.993 282,320.00 282,319.99 352,900.00 80 100 70,580.00 171601679 7.875 7.875 0.25 0.008 0 7.618 283,920.00 283,920.00 354,900.00 80 80 0 171601680 7.125 7.125 0.25 0.008 0 6.868 292,000.00 292,000.00 365,000.00 80 100 73,000.00 171601681 6.875 6.875 0.25 0.008 0 6.618 298,000.00 298,000.00 650,000.00 45.85 45.85 0 171601683 7.375 7.375 0.25 0.008 0 7.118 323,200.00 323,199.99 404,000.00 80 80 0 171601684 7 7 0.25 0.008 0 6.743 340,760.00 340,760.00 425,950.00 80 100 85,190.00 171601685 6.875 6.875 0.25 0.008 0 6.618 366,350.00 366,350.00 457,990.00 79.99 99.98 91,548.40 171601687 7.375 7.375 0.25 0.008 0 7.118 397,500.00 397,500.00 600,000.00 66.25 89.25 138,000.00 171601688 7.875 7.875 0.25 0.008 0 7.618 570,000.00 568,690.97 760,000.00 75 75 0 171601689 6.75 6.75 0.25 0.008 0 6.493 580,650.00 580,650.00 725,851.00 80 99.99 145,128.41 171601690 7.625 7.625 0.25 0.008 0 7.368 119,920.00 119,725.45 149,900.00 80 100 29,980.00 171601691 7.125 7.125 0.25 0.008 0 6.868 153,600.00 153,594.06 192,000.00 80 100 38,400.00 171601692 7.625 7.625 0.25 0.008 0 7.368 262,500.00 262,500.00 350,000.00 75 75 0 171601693 6.875 6.875 0.25 0.008 0 6.618 177,000.00 176,999.98 236,000.00 75 75 0 171601694 7.375 7.375 0.25 0.008 0 7.118 222,400.00 221,899.81 278,000.00 80 100 55,600.00 171601695 7.75 7.75 0.25 0.008 0 7.493 248,000.00 247,998.63 310,000.00 80 100 62,000.00 171601696 7.375 7.375 0.25 0.008 0 7.118 252,000.00 252,000.00 315,000.00 80 100 63,000.00 171601697 7.75 7.75 0.25 0.008 0 7.493 344,000.00 342,400.00 440,000.00 78.18 100 96,000.00 171601699 7 7 0.25 0.008 0 6.743 105,500.00 105,239.03 236,000.00 44.7 44.7 0 171601700 7.875 7.875 0.25 0.008 0 7.618 127,391.20 127,062.13 189,000.00 67.4 67.4 0 171601701 7.5 7.5 0.25 0.008 0 7.243 187,500.00 187,500.00 250,000.00 75 75 0 171601702 7.5 7.5 0.25 0.008 0 7.243 213,600.00 213,600.00 267,000.00 80 100 53,400.00 171601703 7.25 7.25 0.25 0.008 0 6.993 217,500.00 217,499.99 280,000.00 77.68 77.68 0 171601704 7.5 7.5 0.25 0.008 0 7.243 220,000.00 220,000.00 275,000.00 80 100 55,000.00 171601705 7.5 7.5 0.25 0.008 0 7.243 220,000.00 220,000.00 275,000.00 80 88.36 22,990.00 171601706 7 7 0.25 0.008 0 6.743 220,150.00 220,150.00 275,231.00 79.99 94.98 41,264.40 171601707 7.5 7.5 0.25 0.008 0 7.243 243,500.00 243,500.00 330,000.00 73.79 73.79 0 171601708 6.875 6.875 0.25 0.008 0 6.618 249,600.00 249,600.00 312,000.00 80 100 62,400.00 171601709 6.875 6.875 0.25 0.008 0 6.618 348,000.00 347,993.50 435,000.00 80 100 87,000.00 171601710 6.75 6.75 0.25 0.008 0 6.493 412,000.00 412,000.00 515,000.00 80 100 103,000.00 171601712 7.125 7.125 0.25 0.008 0 6.868 447,608.00 447,608.00 559,511.00 80 100 111,903.00 171601714 6.875 6.875 0.25 0.008 0 6.618 230,280.00 229,891.95 287,850.00 80 100 57,570.00 171601715 6.625 6.625 0.25 0.008 0 6.368 155,600.00 155,599.99 194,500.00 80 100 38,900.00 171601716 7.375 7.375 0.25 0.008 0 7.118 396,000.00 395,090.47 495,000.00 80 100 99,000.00 171601717 8.125 8.125 0.25 0.008 0 7.868 63,200.00 63,200.00 79,000.00 80 80 0 171601718 7.5 7.5 0.25 0.008 0 7.243 140,000.00 140,000.00 175,000.00 80 100 35,000.00 171601719 7.125 7.125 0.25 0.008 0 6.868 175,920.00 175,637.80 219,900.00 80 100 43,980.00 171601720 7.375 7.375 0.25 0.008 0 7.118 128,800.00 128,799.99 161,000.00 80 100 32,200.00 171601721 7.25 7.25 0.25 0.008 0 6.993 188,800.00 188,800.00 236,000.00 80 100 47,200.00 171601722 7.5 7.5 0.25 0.008 0 7.243 244,500.00 244,500.00 330,000.00 74.09 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327,638.00 327,638.00 409,548.00 80 100 81,910.00 171601738 7.625 7.625 0.25 0.008 0 7.368 338,400.00 338,400.00 423,000.00 80 90 42,300.00 171601739 8.25 8.25 0.25 0.008 0 7.993 352,000.00 352,000.00 440,000.00 80 100 88,000.00 171601740 7.5 7.5 0.25 0.008 0 7.243 523,550.00 523,140.00 654,461.00 80 94.99 98,122.50 171601741 6.875 6.875 0.25 0.008 0 6.618 535,500.00 535,500.00 765,000.00 70 85 114,750.00 171601742 7.5 7.5 0.25 0.008 0 7.243 608,000.00 608,000.00 760,000.00 80 99.74 150,024.00 171601744 7.5 7.5 0.25 0.008 0 7.243 115,200.00 115,028.47 144,000.00 80 100 28,800.00 171601745 6.75 6.75 0.25 0.008 0 6.493 120,000.00 120,000.00 150,000.00 80 100 30,000.00 171601746 6.875 6.875 0.25 0.008 0 6.618 151,598.00 151,598.00 189,498.00 80 100 37,900.00 171601747 6.875 6.875 0.25 0.008 0 6.618 182,704.00 182,704.00 228,381.00 80 100 45,677.00 171601748 7.75 7.75 0.25 0.008 0 7.493 304,500.00 304,500.00 435,000.00 70 70 0 171601750 7.25 7.25 0.25 0.008 0 6.993 392,000.00 392,000.00 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7.75 0.25 0.008 0 7.493 296,250.00 296,249.99 395,000.00 75 75 0 171601818 6.875 6.875 0.25 0.008 0 6.618 332,000.00 331,999.99 415,000.00 80 90 41,500.00 171601819 6.5 6.5 0.25 0.008 0 6.243 348,000.00 348,000.00 435,000.00 80 85 21,750.00 171601820 7.875 7.875 0.25 0.008 0 7.618 578,000.00 578,000.00 825,813.00 69.99 88.16 150,036.74 171601821 7.25 7.25 0.25 0.008 0 6.993 128,000.00 127,999.99 160,000.00 80 100 32,000.00 171601822 8.125 8.125 0.25 0.008 0 7.868 129,500.00 129,499.99 153,000.00 84.64 84.64 0 171601823 7.125 7.125 0.25 0.008 0 6.868 229,600.00 229,600.00 328,000.00 70 70 0 171601824 7.375 7.375 0.25 0.008 0 7.118 325,850.00 325,850.00 465,500.00 70 70 0 171601826 6.875 6.875 0.25 0.008 0 6.618 394,800.00 394,686.91 493,500.00 80 100 98,700.00 171601828 8.125 8.125 0.25 0.008 0 7.868 196,000.00 195,999.99 245,000.00 80 92.24 29,988.00 171601829 7.25 7.25 0.25 0.008 0 6.993 107,992.00 107,991.99 134,990.00 80 80 0 171601830 7.125 7.125 0.25 0.008 0 6.868 263,200.00 262,777.79 329,000.00 80 80 0 171601831 6.875 6.875 0.25 0.008 0 6.618 267,200.00 267,199.98 334,000.00 80 100 66,800.00 171601832 6.875 6.875 0.25 0.008 0 6.618 308,000.00 307,999.92 385,000.00 80 92 46,200.00 171601833 7.375 7.375 0.25 0.008 0 7.118 399,250.00 399,250.00 499,120.00 79.99 90 49,958.00 171601834 7.375 7.375 0.25 0.008 0 7.118 84,400.00 84,271.16 105,500.00 80 100 21,100.00 171601835 7.25 7.25 0.25 0.008 0 6.993 108,400.00 108,400.00 135,500.00 80 80 0 171601836 7 7 0.25 0.008 0 6.743 253,850.00 253,850.00 317,334.00 79.99 95 47,617.30 171601837 6.5 6.5 0.25 0.008 0 6.243 333,800.00 333,800.00 417,305.00 79.99 99.88 83,004.23 171601839 8.25 8.25 0.25 0.008 0 7.993 144,000.00 143,815.73 180,000.00 80 80 0 171601840 6.875 6.875 0.25 0.008 0 6.618 184,000.00 184,000.00 230,000.00 80 100 46,000.00 171601841 7.5 7.5 0.25 0.008 0 7.243 184,000.00 184,000.00 230,000.00 80 100 46,000.00 171601842 6.875 6.875 0.25 0.008 0 6.618 186,650.00 186,650.00 233,335.00 79.99 100 46,685.00 171601843 7.375 7.375 0.25 0.008 0 7.118 190,400.00 190,400.00 272,000.00 70 70 0 171601844 7.25 7.25 0.25 0.008 0 6.993 242,400.00 242,400.00 303,000.00 80 95 45,450.00 171601845 7.125 7.125 0.25 0.008 0 6.868 255,500.00 255,499.99 365,000.00 70 70 0 171601846 6.625 6.625 0.25 0.008 0 6.368 264,000.00 264,000.00 330,000.00 80 90 33,000.00 171601847 6.875 6.875 0.25 0.008 0 6.618 292,000.00 291,507.95 365,000.00 80 100 73,000.00 171601848 7.125 7.125 0.25 0.008 0 6.868 416,000.00 416,000.00 520,000.00 80 100 104,000.00 171601850 7 7 0.25 0.008 0 6.743 210,000.00 209,654.72 356,500.00 58.91 58.91 0 171601852 6.875 6.875 0.25 0.008 0 6.618 167,688.00 167,688.00 209,610.00 80 100 41,922.00 171601853 7.25 7.25 0.25 0.008 0 6.993 228,000.00 228,000.00 285,000.00 80 100 57,000.00 171601855 7 7 0.25 0.008 0 6.743 280,000.00 279,999.99 350,000.00 80 100 70,000.00 171601856 7.375 7.375 0.25 0.008 0 7.118 164,000.00 164,000.00 205,000.00 80 100 41,000.00 171601858 7.625 7.625 0.25 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368,000.00 368,000.00 460,000.00 80 90 46,000.00 171601909 7.625 7.625 0.25 0.008 0 7.368 530,000.00 528,165.56 765,000.00 69.28 69.28 0 171601910 7.625 7.625 0.25 0.008 0 7.368 98,000.00 98,000.00 122,500.00 80 100 24,500.00 171601911 7.625 7.625 0.25 0.008 0 7.368 281,600.00 281,267.44 352,000.00 80 100 70,400.00 171601912 6.875 6.875 0.25 0.008 0 6.618 316,800.00 316,800.00 396,000.00 80 100 79,200.00 171601913 7 7 0.25 0.008 0 6.743 268,800.00 268,800.00 336,000.00 80 100 67,200.00 171601914 8.5 8.5 0.25 0.008 0.875 7.368 460,541.00 460,541.00 484,780.00 95 95 0 171601915 7.25 7.25 0.25 0.008 0 6.993 112,000.00 111,999.67 140,000.00 80 100 28,000.00 171601916 7.25 7.25 0.25 0.008 0 6.993 240,000.00 240,000.00 300,000.00 80 100 60,000.00 171601917 7 7 0.25 0.008 0 6.743 380,000.00 380,000.00 475,000.00 80 95 71,250.00 171601920 8.25 8.25 0.25 0.008 0 7.993 650,000.00 650,000.00 890,000.00 73.03 89.89 150,021.00 171601921 7.5 7.5 0.25 0.008 0 7.243 126,800.00 126,800.00 158,500.00 80 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8.25 8.25 0.25 0.008 0 7.993 209,600.00 209,600.00 262,000.00 80 99.62 51,404.40 171639975 8.5 8.5 0.25 0.008 0 8.243 1,068,750.00 1,067,450.52 1,425,000.00 75 99.56 349,980.00 171639976 6.875 6.875 0.25 0.008 0 6.618 212,000.00 211,642.76 265,000.00 80 100 53,000.00 171639977 7.625 7.625 0.25 0.008 0 7.368 252,000.00 252,000.00 315,000.00 80 100 63,000.00 171639978 6.875 6.875 0.25 0.008 0 6.618 214,400.00 214,400.00 268,000.00 80 100 53,600.00 171639979 8.25 8.25 0.25 0.008 0 7.993 224,000.00 224,000.00 280,000.00 80 100 56,000.00 171639980 8 8 0.25 0.008 0 7.743 360,000.00 360,000.00 450,000.00 80 100 90,000.00 171639981 7.5 7.5 0.25 0.008 0 7.243 129,600.00 129,600.00 162,000.00 80 100 32,400.00 171639982 8.25 8.25 0.25 0.008 0 7.993 197,840.00 197,840.00 247,300.00 80 100 49,460.00 171639983 7.625 7.625 0.25 0.008 0 7.368 151,200.00 151,200.00 189,000.00 80 100 37,800.00 171639984 7.625 7.625 0.25 0.008 0 7.368 197,384.00 197,384.00 246,730.00 80 100 49,346.00 171639985 8.75 8.75 0.25 0.008 0 8.493 189,600.00 189,600.00 237,000.00 80 100 47,400.00 171639988 8.5 8.5 0.25 0.008 0 8.243 816,000.00 816,000.00 1,020,000.00 80 99.6 199,920.00 171639999 6.875 6.875 0.25 0.008 0 6.618 576,000.00 576,000.00 720,000.00 80 100 144,000.00 171640001 6.625 6.625 0.25 0.008 0 6.368 340,800.00 340,800.00 426,002.00 80 100 85,202.00 171640006 6 6 0.25 0.008 0 5.743 372,550.00 372,550.00 465,719.00 79.99 100 93,169.00 171640008 6.125 6.125 0.25 0.008 0 5.868 414,800.00 414,799.90 518,500.00 80 100 103,700.00 171640120 7.125 7.125 0.25 0.008 0 6.868 999,950.00 999,949.99 1,585,000.00 63.09 90 426,550.00 171640121 7 7 0.25 0.008 0 6.743 172,000.00 171,999.99 215,000.00 80 100 43,000.00 171640122 6.375 6.375 0.25 0.008 0 6.118 506,800.00 506,477.68 633,517.00 80 80 0 171640123 6.75 6.75 0.25 0.008 0 6.493 427,900.00 427,900.00 534,900.00 80 99.99 106,946.51 171640124 6.625 6.625 0.25 0.008 0 6.368 284,000.00 283,497.49 355,000.00 80 85.68 20,164.00 171640125 7.125 7.125 0.25 0.008 0 6.868 248,000.00 247,602.11 310,000.00 80 100 62,000.00 171640127 7.625 7.625 0.25 0.008 0 7.368 147,900.00 147,899.99 184,900.00 79.99 100 37,000.00 171640128 7.875 7.875 0.25 0.008 0 7.618 147,950.00 147,950.00 184,990.00 79.98 99.95 36,947.51 171640129 7.25 7.25 0.25 0.008 0 6.993 308,500.00 308,259.33 385,644.00 80 99.99 77,105.44 171640133 7.75 7.75 0.25 0.008 0 7.493 179,500.00 179,499.99 224,400.00 79.99 99.98 44,855.12 171640134 7.125 7.125 0.25 0.008 0 6.868 264,000.00 264,000.00 330,000.00 80 100 66,000.00 171640138 6.625 6.625 0.25 0.008 0 6.368 396,000.00 396,000.00 495,000.00 80 80 0 171640140 7 7 0.25 0.008 0 6.743 163,900.00 163,899.99 204,900.00 79.99 99.98 40,959.02 171640142 8.75 8.75 0.25 0.008 0 8.493 696,000.00 696,000.00 870,000.00 80 100 174,000.00 171640146 6.875 6.875 0.25 0.008 0 6.618 237,550.00 237,549.99 296,990.00 79.99 99.97 59,350.90 171640147 7 7 0.25 0.008 0 6.743 235,250.00 234,863.22 294,075.00 80 80 0 171640148 7.125 7.125 0.25 0.008 0 6.868 193,600.00 193,600.00 242,000.00 80 100 48,400.00 171640149 6.625 6.625 0.25 0.008 0 6.368 132,300.00 132,300.00 165,400.00 79.99 99.94 33,000.76 171640150 7.75 7.75 0.25 0.008 0 7.493 388,000.00 387,450.53 485,000.00 80 100 97,000.00 171640151 6.625 6.625 0.25 0.008 0 6.368 288,000.00 288,000.00 360,000.00 80 100 72,000.00 171640153 7.5 7.5 0.25 0.008 0 7.243 252,300.00 252,300.01 316,988.00 79.59 99.59 63,388.35 171640154 6.625 6.625 0.25 0.008 0 6.368 256,000.00 255,999.99 320,000.00 80 100 64,000.00 171640155 7.625 7.625 0.25 0.008 0 7.368 200,000.00 200,000.00 250,000.00 80 100 50,000.00 171640156 6.875 6.875 0.25 0.008 0 6.618 263,650.00 263,649.99 329,600.00 79.99 89.99 32,957.04 171640157 7 7 0.25 0.008 0 6.743 263,900.00 263,900.00 329,897.00 79.99 99.99 65,964.01 171640158 6.875 6.875 0.25 0.008 0 6.618 184,000.00 184,000.00 230,000.00 80 100 46,000.00 171640159 7.625 7.625 0.25 0.008 0 7.368 219,000.00 218,999.99 273,790.00 79.99 94.98 41,045.74 171640160 6.75 6.75 0.25 0.008 0 6.493 178,300.00 178,300.00 222,990.00 79.96 94.94 33,406.71 171640161 6.875 6.875 0.25 0.008 0 6.618 400,000.00 400,000.00 640,000.00 62.5 62.5 0 171640162 6.625 6.625 0.25 0.008 0 6.368 130,000.00 130,000.00 190,000.00 68.42 68.42 0 171640163 7.125 7.125 0.25 0.008 0 6.868 134,350.00 134,349.99 167,990.00 79.97 89.95 16,757.01 171640164 7.25 7.25 0.25 0.008 0 6.993 264,000.00 264,000.00 330,000.00 80 100 66,000.00 171640165 7.25 7.25 0.25 0.008 0 6.993 365,600.00 365,599.99 457,000.00 80 80 0 171640166 7.125 7.125 0.25 0.008 0 6.868 147,900.00 147,900.00 184,900.00 79.99 99.97 36,944.53 171640169 6.75 6.75 0.25 0.008 0 6.493 251,200.00 251,200.00 315,000.00 79.75 99.68 62,792.00 171640170 7.25 7.25 0.25 0.008 0 6.993 176,000.00 175,999.99 220,000.00 80 100 44,000.00 171640171 7.375 7.375 0.25 0.008 0 7.118 307,950.00 307,950.00 384,990.00 79.99 99.98 76,963.00 171640173 6.875 6.875 0.25 0.008 0 6.618 188,000.00 187,999.98 235,000.00 80 100 47,000.00 171640175 6.625 6.625 0.25 0.008 0 6.368 340,800.00 340,800.00 426,056.00 79.99 89.99 42,607.79 171640177 6.875 6.875 0.25 0.008 0 6.618 272,650.00 272,650.00 340,854.00 79.99 99.98 68,135.83 171640178 7.875 7.875 0.25 0.008 0 7.618 200,000.00 200,000.00 250,000.00 80 100 50,000.00 171640179 7.875 7.875 0.25 0.008 0 7.618 336,000.00 336,000.00 420,000.00 80 100 84,000.00 171640180 7.875 7.875 0.25 0.008 0 7.618 161,600.00 161,598.14 202,000.00 80 100 40,400.00 171640181 8.125 8.125 0.25 0.008 0 7.868 300,000.00 300,000.00 375,000.00 80 100 75,000.00 171640182 8.25 8.25 0.25 0.008 0 7.993 327,200.00 327,200.00 409,000.00 80 100 81,800.00 171640183 6.625 6.625 0.25 0.008 0 6.368 120,800.00 120,800.00 151,000.00 80 95 22,650.00 171640184 6.625 6.625 0.25 0.008 0 6.368 520,000.00 519,999.98 820,000.00 63.41 63.41 0 171640185 6.5 6.5 0.25 0.008 0 6.243 1,126,000.00 1,123,958.64 2,600,000.00 43.31 43.31 0 171640186 7 7 0.25 0.008 0 6.743 613,700.00 613,700.00 767,144.00 80 99.99 153,367.29 171640187 7.5 7.5 0.25 0.008 0 7.243 284,000.00 283,577.14 355,000.00 80 100 71,000.00 171640189 7.375 7.375 0.25 0.008 0 7.118 981,500.00 981,500.00 1,510,000.00 65 72.95 120,045.00 171640190 6.75 6.75 0.25 0.008 0 6.493 190,500.00 190,499.99 238,150.00 79.99 99.98 47,602.37 171640191 8.25 8.25 0.25 0.008 0 7.993 134,350.00 134,350.00 167,990.00 79.97 99.95 33,556.01 171640192 7.625 7.625 0.25 0.008 0 7.368 134,300.00 134,299.98 167,990.00 79.95 99.89 33,505.21 171640193 8 8 0.25 0.008 0 7.743 111,900.00 111,900.00 139,900.00 79.99 99.96 27,944.04 171640194 6.625 6.625 0.25 0.008 0 6.368 239,200.00 239,199.99 299,000.00 80 100 59,800.00 171640196 7.625 7.625 0.25 0.008 0 7.368 248,000.00 247,999.99 310,000.00 80 100 62,000.00 171640197 7.625 7.625 0.25 0.008 0 7.368 388,000.00 388,000.00 485,000.00 80 100 97,000.00 171641060 6.875 6.875 0.25 0.008 0 6.618 386,500.00 386,500.00 483,150.00 80 100 96,650.00 171641548 7.125 7.125 0.25 0.008 0 6.868 419,200.00 419,191.62 524,000.00 80 80 0 171641552 6.5 6.5 0.25 0.008 0 6.243 339,200.00 339,200.00 424,000.00 80 80 0 171641555 6.375 6.375 0.25 0.008 0 6.118 611,000.00 610,982.13 940,000.00 65 65 0 171641556 6.375 6.375 0.25 0.008 0 6.118 207,500.00 207,500.00 306,000.00 67.81 67.81 0 171641557 7.5 7.5 0.25 0.008 0 7.243 480,000.00 480,000.00 600,000.00 80 80 0 171641558 7 7 0.25 0.008 0 6.743 490,000.00 490,000.00 750,000.00 65.33 65.33 0 171641559 7.125 7.125 0.25 0.008 0 6.868 417,000.00 417,000.00 980,000.00 42.55 52.76 100,048.00 171641560 7.5 7.5 0.25 0.008 0 7.243 240,000.00 239,900.00 300,000.00 80 80 0 171641561 7 7 0.25 0.008 0 6.743 480,000.00 480,000.00 600,000.00 80 100 120,000.00 171641562 6.625 6.625 0.25 0.008 0 6.368 361,600.00 361,600.00 452,000.00 80 100 90,400.00 171641563 6.625 6.625 0.25 0.008 0 6.368 252,800.00 252,800.00 316,000.00 80 100 63,200.00 171641564 7.75 7.75 0.25 0.008 0 7.493 552,000.00 552,000.00 750,000.00 73.6 73.6 0 171641565 8.375 8.375 0.25 0.008 0 8.118 125,514.00 125,514.00 156,893.00 80 80 0 171641566 6.5 6.5 0.25 0.008 0 6.243 520,000.00 519,600.00 650,000.00 80 100 130,000.00 171641567 6.75 6.75 0.25 0.008 0 6.493 600,000.00 600,000.00 860,000.00 69.77 69.77 0 171641569 7 7 0.25 0.008 0 6.743 600,000.00 600,000.00 750,000.00 80 100 150,000.00 171641570 7.125 7.125 0.25 0.008 0 6.868 500,000.00 500,000.00 670,000.00 74.63 90 103,000.00 171641571 7.25 7.25 0.25 0.008 0 6.993 252,000.00 252,000.00 315,000.00 80 100 63,000.00 171641572 7 7 0.25 0.008 0 6.743 588,000.00 588,000.00 735,000.00 80 100 147,000.00 171641573 6.625 6.625 0.25 0.008 0 6.368 536,000.00 536,000.00 670,000.00 80 100 134,000.00 171641575 6.875 6.875 0.25 0.008 0 6.618 999,000.00 999,000.00 1,750,000.00 57.09 57.09 0 171641577 6.875 6.875 0.25 0.008 0 6.618 204,000.00 203,656.26 255,000.00 80 100 51,000.00 171641578 6.75 6.75 0.25 0.008 0 6.493 500,000.00 499,959.50 630,000.00 79.37 100 130,000.00 171641579 7.25 7.25 0.25 0.008 0 6.993 406,000.00 406,000.00 580,000.00 70 70 0 171641580 6.875 6.875 0.25 0.008 0 6.618 789,600.00 789,600.00 987,000.00 80 93.58 134,034.60 171641581 7.75 7.75 0.25 0.008 0 7.493 69,300.00 69,300.00 77,000.00 90 90 0 171641582 7.75 7.75 0.25 0.008 0 7.493 69,300.00 69,300.00 77,000.00 90 90 0 171641583 7.75 7.75 0.25 0.008 0 7.493 69,300.00 69,300.00 77,000.00 90 90 0 171641584 6.375 6.375 0.25 0.008 0 6.118 500,000.00 499,676.29 670,000.00 74.63 74.63 0 171641585 7.5 7.5 0.25 0.008 0 7.243 496,000.00 496,000.00 620,000.00 80 100 124,000.00 171641586 7.125 7.125 0.25 0.008 0 6.868 100,000.00 99,893.75 215,000.00 46.51 46.51 0 171641587 6.375 6.375 0.25 0.008 0 6.118 400,000.00 400,000.00 500,000.00 80 90 50,000.00 171641588 6.375 6.375 0.25 0.008 0 6.118 416,000.00 415,992.40 640,000.00 65 65 0 171641589 6.375 6.375 0.25 0.008 0 6.118 252,800.00 252,800.00 316,000.00 80 100 63,200.00 171641590 7.25 7.25 0.25 0.008 0 6.993 456,000.00 456,000.00 570,000.00 80 100 114,000.00 171641591 6.875 6.875 0.25 0.008 0 6.618 409,500.00 409,500.00 585,000.00 70 90 117,000.00 171641592 6.625 6.625 0.25 0.008 0 6.368 468,000.00 468,000.00 575,000.00 81.39 81.39 0 171641593 7.5 7.5 0.25 0.008 0 7.243 440,000.00 440,000.00 550,000.00 80 100 110,000.00 171641594 7.375 7.375 0.25 0.008 0 7.118 279,200.00 279,200.00 349,000.00 80 100 69,800.00 171641595 6.375 6.375 0.25 0.008 0 6.118 313,000.00 313,000.00 495,000.00 63.23 63.23 0 171641596 6.875 6.875 0.25 0.008 0 6.618 221,600.00 221,600.00 277,000.00 80 100 55,400.00 171641597 7.75 7.75 0.25 0.008 0 7.493 784,000.00 784,000.00 980,000.00 80 89.99 97,902.00 171641672 6.25 6.25 0.25 0.008 0 5.993 400,000.00 399,620.46 1,000,000.00 40 40 0 171641887 6.75 6.75 0.25 0.008 0 6.493 163,200.00 163,200.00 204,000.00 80 95 30,600.00 171641888 6.25 6.25 0.25 0.008 0 5.993 836,000.00 835,980.00 1,075,000.00 77.77 77.77 0 171641934 6.75 6.75 0.25 0.008 0 6.493 300,000.00 300,000.00 375,000.00 80 100 75,000.00 171641935 6.625 6.625 0.25 0.008 0 6.368 528,000.00 528,000.00 660,000.00 80 95 99,000.00 171642802 7.375 7.375 0.25 0.008 0 7.118 218,320.00 218,153.88 272,900.00 80 80 0 171642943 6 6 0.25 0.008 0 5.743 317,500.00 317,500.00 575,000.00 55.22 89.9 199,425.00 171643068 6.75 6.75 0.25 0.008 0 6.493 273,600.00 273,600.00 342,000.00 80 90 34,200.00 171643089 7.25 7.25 0.25 0.008 0 6.993 248,800.00 248,800.00 311,000.00 80 100 62,200.00 171643090 7.75 7.75 0.25 0.008 0 7.493 236,800.00 236,800.00 296,000.00 80 100 59,200.00 171643091 7.25 7.25 0.25 0.008 0 6.993 218,400.00 218,058.23 273,000.00 80 100 54,600.00 171643092 7.5 7.5 0.25 0.008 0 7.243 479,200.00 479,200.00 599,000.00 80 100 119,800.00 171643094 6.875 6.875 0.25 0.008 0 6.618 544,000.00 541,540.50 680,000.00 80 90 68,000.00 171643095 6.5 6.5 0.25 0.008 0 6.243 340,000.00 340,000.00 425,000.00 80 100 85,000.00 171643100 7.375 7.375 0.25 0.008 0 7.118 308,000.00 308,000.00 385,000.00 80 94.94 57,519.00 171643101 7.5 7.5 0.25 0.008 0 7.243 192,000.00 191,714.13 240,000.00 80 95 36,000.00 171643102 7.75 7.75 0.25 0.008 0 7.493 518,000.00 518,000.00 647,500.00 80 80 0 171643103 7.25 7.25 0.25 0.008 0 6.993 256,000.00 256,000.00 320,000.00 80 100 64,000.00 171643105 7.375 7.375 0.25 0.008 0 7.118 452,000.00 452,000.00 565,000.00 80 90 56,500.00 171643106 7.5 7.5 0.25 0.008 0 7.243 210,400.00 210,400.00 263,000.00 80 100 52,600.00 171643465 6.625 6.625 0.25 0.008 0 6.368 146,400.00 146,400.00 183,000.00 80 100 36,600.00 171643467 6 6 0.25 0.008 0 5.743 200,000.00 200,000.00 250,000.00 80 95 37,500.00 171643474 6.5 6.5 0.25 0.008 0 6.243 227,200.00 227,200.00 284,000.00 80 80 0 171644055 6.5 6.5 0.25 0.008 0 6.243 312,000.00 312,000.00 390,000.00 80 100 78,000.00 171644464 7.875 7.875 0.25 0.008 0 7.618 281,600.00 281,600.00 352,000.00 80 100 70,400.00 171644466 6 6 0.25 0.008 0 5.743 622,500.00 622,500.00 920,000.00 67.66 76.7 83,140.00 171644467 6.875 6.875 0.25 0.008 0 6.618 531,800.00 531,800.00 664,805.00 79.99 99.7 131,010.59 171644471 7.25 7.25 0.25 0.008 0 6.993 236,000.00 235,999.99 295,000.00 80 80 0 171644473 6.5 6.5 0.25 0.008 0 6.243 526,400.00 526,400.00 658,000.00 80 100 131,600.00 171644477 6.875 6.875 0.25 0.008 0 6.618 408,000.00 408,000.00 510,000.00 80 95 76,500.00 171644478 7.5 7.5 0.25 0.008 0 7.243 674,400.00 674,400.00 843,000.00 80 95 126,450.00 171644479 6.5 6.5 0.25 0.008 0 6.243 750,000.00 750,000.00 940,000.00 79.79 100 190,000.00 171644480 8.125 8.125 0.25 0.008 0 7.868 210,000.00 209,999.97 310,000.00 67.74 67.74 0 171644481 5.875 5.875 0.25 0.008 0 5.618 600,960.00 600,960.00 751,200.00 80 99.97 150,014.64 171644482 6 6 0.25 0.008 0 5.743 600,000.00 600,000.00 750,000.00 80 100 150,000.00 171644483 6.375 6.375 0.25 0.008 0 6.118 612,000.00 612,000.00 765,000.00 80 100 153,000.00 171644484 6.5 6.5 0.25 0.008 0 6.243 483,600.00 483,600.00 604,500.00 80 100 120,900.00 171644485 6.625 6.625 0.25 0.008 0 6.368 182,400.00 181,785.18 235,000.00 77.62 77.62 0 171644486 7.5 7.5 0.25 0.008 0 7.243 88,000.00 87,868.97 110,000.00 80 80 0 171644487 6.125 6.125 0.25 0.008 0 5.868 317,200.00 317,200.00 488,000.00 65 65 0 171644488 6.375 6.375 0.25 0.008 0 6.118 277,200.00 277,200.00 346,500.00 80 100 69,300.00 171644489 6.5 6.5 0.25 0.008 0 6.243 355,000.00 355,000.00 710,000.00 50 50 0 171644490 6.5 6.5 0.25 0.008 0 6.243 217,500.00 217,500.00 290,000.00 75 85 29,000.00 171644491 6.5 6.5 0.25 0.008 0 6.243 600,000.00 600,000.00 750,000.00 80 95 112,500.00 171644492 6.5 6.5 0.25 0.008 0 6.243 308,750.00 308,750.00 487,000.00 63.4 63.4 0 171644493 6.625 6.625 0.25 0.008 0 6.368 592,000.00 591,998.83 740,000.00 80 100 148,000.00 171644494 6.625 6.625 0.25 0.008 0 6.368 306,400.00 306,400.00 383,000.00 80 80 0 171644495 6.625 6.625 0.25 0.008 0 6.368 343,000.00 343,000.00 600,000.00 57.17 57.17 0 171644496 6.625 6.625 0.25 0.008 0 6.368 294,000.00 294,000.00 570,000.00 51.58 51.58 0 171644497 6.75 6.75 0.25 0.008 0 6.493 354,000.00 353,991.20 545,000.00 64.95 64.95 0 171644498 6.75 6.75 0.25 0.008 0 6.493 95,200.00 95,200.00 136,000.00 70 70 0 171644499 6.75 6.75 0.25 0.008 0 6.493 82,893.00 82,893.00 118,419.00 70 70 0 171644500 6.875 6.875 0.25 0.008 0 6.618 239,445.00 239,445.00 299,307.00 80 90 29,931.30 171644501 6.875 6.875 0.25 0.008 0 6.618 427,920.00 427,920.00 534,900.00 80 100 106,980.00 171644502 6.875 6.875 0.25 0.008 0 6.618 380,000.00 380,000.00 475,000.00 80 100 95,000.00 171644503 6.875 6.875 0.25 0.008 0 6.618 280,000.00 280,000.00 1,125,000.00 24.89 24.89 0 171644504 6.875 6.875 0.25 0.008 0 6.618 367,200.00 367,200.00 459,000.00 80 100 91,800.00 171644505 6.875 6.875 0.25 0.008 0 6.618 342,000.00 342,000.00 430,000.00 79.53 89.54 43,022.00 171644506 6.875 6.875 0.25 0.008 0 6.618 340,000.00 340,000.00 425,000.00 80 80 0 171644507 6.875 6.875 0.25 0.008 0 6.618 273,600.00 273,600.00 342,000.00 80 100 68,400.00 171644508 6.875 6.875 0.25 0.008 0 6.618 496,000.00 496,000.00 620,000.00 80 100 124,000.00 171644509 6.875 6.875 0.25 0.008 0 6.618 510,000.00 510,000.00 640,000.00 79.69 79.69 0 171644510 7 7 0.25 0.008 0 6.743 296,400.00 296,400.00 370,500.00 80 100 74,100.00 171644511 7 7 0.25 0.008 0 6.743 608,000.00 608,000.00 760,000.00 80 100 152,000.00 171644512 7 7 0.25 0.008 0 6.743 355,200.00 355,200.00 444,000.00 80 95 66,600.00 171644513 7 7 0.25 0.008 0 6.743 400,000.00 400,000.00 500,000.00 80 100 100,000.00 171644514 7 7 0.25 0.008 0 6.743 463,200.00 462,559.20 579,000.00 80 100 115,800.00 171644515 7.125 7.125 0.25 0.008 0 6.868 308,800.00 308,800.00 386,000.00 80 100 77,200.00 171644517 7.125 7.125 0.25 0.008 0 6.868 288,750.00 288,750.00 385,000.00 75 95 77,000.00 171644518 7.125 7.125 0.25 0.008 0 6.868 304,000.00 304,000.00 380,000.00 80 100 76,000.00 171644520 7.25 7.25 0.25 0.008 0 6.993 173,200.00 173,200.00 216,500.00 80 100 43,300.00 171644521 7.25 7.25 0.25 0.008 0 6.993 351,200.00 351,200.00 439,000.00 80 100 87,800.00 171644522 7.25 7.25 0.25 0.008 0 6.993 400,000.00 398,909.21 500,000.00 80 100 100,000.00 171644523 7.25 7.25 0.25 0.008 0 6.993 375,000.00 375,000.00 500,000.00 75 85 50,000.00 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338,000.00 422,500.00 80 100 84,500.00 171655063 7.5 7.5 0.25 0.008 0 7.243 150,000.00 150,000.00 187,500.00 80 100 37,500.00 171655067 7.625 7.625 0.25 0.008 0 7.368 156,000.00 156,000.00 260,000.00 60 85 65,000.00 171655068 6.99 6.99 0.25 0.008 0 6.733 135,950.00 135,950.00 209,179.00 64.99 89.99 52,290.18 171655069 7.99 7.99 0.25 0.008 0 7.733 117,600.00 117,600.00 147,000.00 80 100 29,400.00 171655070 7.5 7.5 0.25 0.008 0 7.243 141,350.00 141,350.00 217,500.00 64.99 64.99 0 171655071 7.875 7.875 0.25 0.008 0 7.618 180,000.00 180,000.00 240,000.00 75 90 36,000.00 171655072 7.75 7.75 0.25 0.008 0 7.493 725,000.00 725,000.00 925,000.00 78.38 100 200,000.00 171655073 7.99 7.99 0.25 0.008 0 7.733 93,650.00 93,650.00 133,840.00 69.97 94.96 33,444.46 171655075 6.875 6.875 0.25 0.008 0 6.618 840,000.00 840,000.00 1,200,000.00 70 90 240,000.00 171655076 7.75 7.75 0.25 0.008 0 7.493 720,000.00 720,000.00 900,000.00 80 100 180,000.00 171655079 7.75 7.75 0.25 0.008 0 7.493 460,000.00 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8.25 0.25 0.008 0 7.993 101,250.00 101,249.99 135,000.00 75 100 33,750.00 171710426 7.125 7.125 0.25 0.008 0 6.868 148,000.00 147,756.78 185,000.00 80 100 37,000.00 171710428 6.5 6.5 0.25 0.008 0 6.243 561,400.00 561,400.00 802,000.00 70 80 80,200.00 171710432 6.75 6.75 0.25 0.008 0 6.493 129,500.00 129,500.00 185,325.00 69.88 99.83 55,509.95 171710434 7.25 7.25 0.25 0.008 0 6.993 136,000.00 135,893.91 170,000.00 80 100 34,000.00 171710437 7.75 7.75 0.25 0.008 0 7.493 83,200.00 83,082.17 104,000.00 80 100 20,800.00 171710448 6.875 6.875 0.25 0.008 0 6.618 237,600.00 237,600.00 297,000.00 80 100 59,400.00 171710452 8.375 8.375 0.25 0.008 0 8.118 296,000.00 295,999.99 370,000.00 80 100 74,000.00 171710454 7.875 7.875 0.25 0.008 0 7.618 207,900.00 207,899.99 259,900.00 79.99 100 52,000.00 171710459 8.125 8.125 0.25 0.008 0 7.868 139,200.00 139,017.26 174,000.00 80 100 34,800.00 171710468 7.75 7.75 0.25 0.008 0 7.493 135,900.00 135,899.86 169,900.00 79.99 94.97 25,454.03 171710479 8.25 8.25 0.25 0.008 0 7.993 139,950.00 139,950.00 174,990.00 79.98 99.95 34,952.51 171710483 7 7 0.25 0.008 0 6.743 142,700.00 142,700.00 178,400.00 79.99 89.99 17,842.16 171710490 6.875 6.875 0.25 0.008 0 6.618 184,000.00 184,000.00 230,000.00 80 90 23,000.00 171710491 6.75 6.75 0.25 0.008 0 6.493 220,000.00 220,000.00 275,000.00 80 100 55,000.00 171710492 7.625 7.625 0.25 0.008 0 7.368 150,800.00 150,581.02 188,500.00 80 100 37,700.00 171710497 6.25 6.25 0.25 0.008 0 5.993 352,000.00 351,999.99 440,000.00 80 80 0 171710498 7.75 7.75 0.25 0.008 0 7.493 239,950.00 239,950.00 299,990.00 79.99 99.97 59,950.00 171710499 6.625 6.625 0.25 0.008 0 6.368 512,000.00 512,000.00 640,000.00 80 96.41 105,024.00 171710500 6.625 6.625 0.25 0.008 0 6.368 224,500.00 224,500.00 280,665.00 79.99 99.98 56,108.87 171710503 6.75 6.75 0.25 0.008 0 6.493 324,950.00 324,949.99 499,990.00 64.99 64.99 0 171710507 6.375 6.375 0.25 0.008 0 6.118 232,000.00 231,569.10 290,000.00 80 100 58,000.00 171710510 7.125 7.125 0.25 0.008 0 6.868 278,000.00 278,000.00 347,500.00 80 100 69,500.00 171710514 6.625 6.625 0.25 0.008 0 6.368 572,900.00 572,900.00 716,161.00 80 80 0 171710519 6.75 6.75 0.25 0.008 0 6.493 204,750.00 204,750.00 315,000.00 65 90 78,750.00 171710521 7.5 7.5 0.25 0.008 0 7.243 416,000.00 415,380.60 640,000.00 65 65 0 171710606 7.75 7.75 0.375 0.008 0 7.368 195,000.00 195,000.00 260,000.00 75 85 26,000.00 171711261 7.625 7.625 0.25 0.008 0 7.368 372,000.00 372,000.00 465,000.00 80 95 69,750.00 171711409 6.375 6.375 0.25 0.008 0 6.118 297,800.00 295,758.68 372,250.00 80 90 37,225.00 171711551 6.25 6.25 0.25 0.008 0 5.993 301,600.00 301,600.00 377,000.00 80 100 75,400.00 171711591 6.25 6.25 0.25 0.008 0 5.993 483,750.00 483,749.99 645,000.00 75 94.4 125,130.00 171711641 6.5 6.5 0.375 0.008 0 6.118 208,000.00 208,000.00 320,000.00 65 95 96,000.00 171711642 7.75 7.75 0.25 0.008 0 7.493 252,000.00 251,844.34 360,000.00 70 100 108,000.00 171711646 7.25 7.25 0.25 0.008 0 6.993 99,393.00 99,237.45 141,990.00 70 90 28,398.00 171711653 7.625 7.625 0.25 0.008 0 7.368 243,200.00 243,044.29 304,000.00 80 100 60,800.00 171711654 7.625 7.625 0.25 0.008 0 7.368 584,000.00 584,000.00 730,000.00 80 100 146,000.00 171711656 7.5 7.5 0.25 0.008 0 7.243 203,000.00 203,000.00 290,000.00 70 90 58,000.00 171711658 7.75 7.75 0.25 0.008 0 7.493 543,750.00 543,750.00 725,000.00 75 100 181,250.00 171711661 7.375 7.375 0.25 0.008 0 7.118 307,450.00 307,238.63 473,000.00 65 95 141,900.00 171711662 7.625 7.625 0.25 0.008 0 7.368 320,550.00 320,343.82 427,450.00 74.99 99.99 106,857.26 171711663 7.75 7.75 0.25 0.008 0 7.493 375,000.00 374,468.95 485,000.00 77.32 77.32 0 171711664 10.125 10.125 0.25 0.008 0 9.868 258,750.00 258,670.89 345,000.00 75 100 86,250.00 171711665 7.875 7.875 0.25 0.008 0 7.618 348,000.00 348,000.00 435,000.00 80 100 87,000.00 171711666 7.625 7.625 0.25 0.008 0 7.368 180,000.00 179,884.76 225,000.00 80 80 0 171711667 7.25 7.25 0.25 0.008 0 6.993 536,250.00 536,250.00 825,000.00 65 89.24 199,980.00 171711668 7.875 7.875 0.25 0.008 0 7.618 379,500.00 379,500.00 506,000.00 75 90 75,900.00 171711669 7.25 7.25 0.25 0.008 0 6.993 441,000.00 440,685.91 630,000.00 70 100 189,000.00 171711671 6.625 6.625 0.25 0.008 0 6.368 680,000.00 678,434.98 850,000.00 80 100 170,000.00 171711672 6.25 6.25 0.25 0.008 0 5.993 230,750.00 230,532.96 355,000.00 65 100 124,250.00 171711674 7.25 7.25 0.25 0.008 0 6.993 296,000.00 295,789.17 370,000.00 80 100 74,000.00 171711675 7.125 7.125 0.25 0.008 0 6.868 416,500.00 416,092.12 595,000.00 70 100 178,500.00 171711676 7.5 7.5 0.25 0.008 0 7.243 316,000.00 315,790.35 395,000.00 80 100 79,000.00 171711677 6.75 6.75 0.25 0.008 0 6.493 142,400.00 142,283.31 178,000.00 80 100 35,600.00 171711678 7 7 0.25 0.008 0 6.743 337,600.00 337,500.89 422,000.00 80 100 84,400.00 171713668 6.875 6.875 0.25 0.008 0 6.618 94,500.00 94,500.00 135,000.00 70 95 33,750.00 171714015 7.75 7.75 0.25 0.008 0 7.493 312,000.00 312,000.00 390,000.00 80 90 39,000.00 171714072 7 7 0.25 0.008 0 6.743 428,800.00 428,800.00 536,000.00 80 80 0 171714073 6 6 0.25 0.008 0 5.743 408,000.00 408,000.00 510,000.00 80 90 51,000.00 171714075 6 6 0.25 0.008 0 5.743 267,000.00 267,000.00 445,000.00 60 60 0 171714233 7.25 7.25 0.25 0.008 0 6.993 120,000.00 120,000.00 150,000.00 80 100 30,000.00 171714276 6 6 0.25 0.008 0 5.743 408,000.00 408,000.00 510,000.00 80 100 102,000.00 171714277 6.75 6.75 0.25 0.008 0 6.493 768,000.00 768,000.00 960,000.00 80 100 192,000.00 171714281 6.25 6.25 0.25 0.008 0 5.993 1,000,000.00 1,000,000.00 2,000,000.00 50 50 0 171715679 6.75 6.75 0.25 0.008 0 6.493 232,000.00 231,800.25 290,000.00 80 90 29,000.00 171715717 6.875 6.875 0.25 0.008 0 6.618 200,000.00 200,000.00 250,000.00 80 100 50,000.00 171715725 6.75 6.75 0.25 0.008 0 6.493 584,000.00 584,000.00 730,000.00 80 100 146,000.00 171715727 6.75 6.75 0.25 0.008 0 6.493 139,500.00 139,499.90 186,000.00 75 100 46,500.00 171715729 7 7 0.25 0.008 0 6.743 137,000.00 136,887.71 171,270.00 79.99 100 34,270.00 171716436 7.875 7.875 0.25 0.008 0 7.618 288,000.00 288,000.00 360,000.00 80 100 72,000.00 171716440 6.5 6.5 0.25 0.008 0 6.243 412,500.00 412,500.00 550,000.00 75 75 0 171716441 7 7 0.25 0.008 0 6.743 480,000.00 479,931.92 600,000.00 80 80 0 171716524 6.875 6.875 0.25 0.008 0 6.618 203,500.00 203,499.90 254,419.00 79.99 100 50,919.00 171716551 6.25 6.25 0.25 0.008 0 5.993 371,200.00 371,200.00 464,000.00 80 100 92,800.00 171716553 6.125 6.125 0.25 0.008 0 5.868 308,000.00 308,000.00 385,000.00 80 100 77,000.00 171718089 7.875 7.875 0.25 0.008 0 7.618 372,000.00 372,000.00 465,000.00 80 100 93,000.00 171718352 8.75 8.75 0.25 0.008 0 8.493 411,750.00 411,750.00 549,000.00 75 100 137,250.00 171718353 8.5 8.5 0.25 0.008 0 8.243 128,000.00 127,844.37 160,000.00 80 100 32,000.00 171718354 7.375 7.375 0.25 0.008 0 7.118 252,000.00 252,000.00 315,000.00 80 100 63,000.00 171718355 7.725 7.725 0.25 0.008 0 7.468 162,320.00 162,320.00 202,900.00 80 100 40,580.00 171718356 8.375 8.375 0.25 0.008 0 8.118 538,300.00 538,300.00 672,893.00 80 99.99 134,525.71 171718359 6.75 6.75 0.25 0.008 0 6.493 226,400.00 226,400.00 283,000.00 80 100 56,600.00 171718361 6.9 6.9 0.25 0.008 0 6.643 322,450.00 322,450.00 403,064.00 80 100 80,614.00 171718369 8.45 8.45 0.25 0.008 0 8.193 439,600.00 439,600.00 549,900.00 79.94 89.93 54,925.07 171718370 8.35 8.35 0.25 0.008 0 8.093 122,250.00 122,250.00 155,000.00 78.87 95 25,000.00 171718371 6.85 6.85 0.25 0.008 0 6.593 272,260.00 272,260.00 340,325.00 80 100 68,065.00 171718373 8.075 8.075 0.25 0.008 0 7.818 214,300.00 214,300.00 267,954.00 79.98 89.98 26,805.01 171718375 6.6 6.6 0.25 0.008 0 6.343 480,000.00 480,000.00 600,000.00 80 100 120,000.00 171718377 7.975 7.975 0.25 0.008 0 7.718 260,000.00 259,406.20 325,000.00 80 93.54 44,005.00 171718379 7.9 7.9 0.25 0.008 0 7.643 176,000.00 175,758.18 220,000.00 80 100 44,000.00 171744835 7.25 7.25 0.25 0.008 0 6.993 240,634.00 240,634.00 240,634.00 100 100 0 171744836 6.875 6.875 0.25 0.008 0 6.618 278,500.00 278,500.00 278,500.00 100 100 0 171744842 7.75 7.75 0.25 0.008 0 7.493 129,900.00 129,900.00 129,900.00 100 100 0 171744843 8.25 8.25 0.25 0.008 0 7.993 137,955.00 137,689.28 162,300.00 85 85 0 171744846 9.25 9.25 0.25 0.008 0.65 8.343 288,000.00 287,700.23 320,000.00 90 90 0 171744847 6.875 6.875 0.25 0.008 0 6.618 500,000.00 500,000.00 510,000.00 98.04 98.04 0 171744849 6.5 6.5 0.25 0.008 0 6.243 111,920.00 111,920.00 139,900.00 80 80 0 171744851 8.75 8.75 0.25 0.008 0 8.493 188,910.00 188,822.76 209,900.00 90 90 0 171744852 8.5 8.5 0.25 0.008 0.65 7.593 255,000.00 254,843.16 270,000.00 94.44 94.44 0 171744853 8.375 8.375 0.25 0.008 0 8.118 225,900.00 225,900.00 225,900.00 100 100 0 171744854 6.875 6.875 0.25 0.008 0 6.618 116,000.00 116,000.00 145,000.00 80 80 0 171744855 7.25 7.25 0.25 0.008 0 6.993 357,300.00 357,300.00 397,000.00 90 90 0 171744856 7 7 0.25 0.008 0 6.743 184,900.00 184,900.00 184,900.00 100 100 0 171744857 10 10 0.25 0.008 1.77 7.973 393,775.00 393,610.93 414,500.00 95 95 0 171744858 7.125 7.125 0.25 0.008 0 6.868 179,900.00 179,900.00 179,900.00 100 100 0 171744859 6 6 0.25 0.008 0 5.743 260,000.00 260,000.00 445,000.00 58.43 58.43 0 171744860 8.375 8.375 0.25 0.008 0 8.118 178,950.00 178,950.00 188,410.00 94.98 94.98 0 171744861 7.875 7.875 0.25 0.008 0 7.618 135,200.00 135,119.44 169,000.00 80 80 0 171744862 8.125 8.125 0.25 0.008 0.83 7.038 145,000.00 144,905.15 145,000.00 100 100 0 171744863 7.125 7.125 0.25 0.008 0 6.868 315,000.00 315,000.00 315,000.00 100 100 0 171744864 7.375 7.375 0.25 0.008 0 7.118 95,000.00 94,854.98 95,000.00 100 100 0 171744865 7.875 7.875 0.25 0.008 0 7.618 128,000.00 127,923.73 160,000.00 80 80 0 171744867 7.875 7.875 0.25 0.008 0 7.618 200,490.00 200,370.52 200,490.00 100 100 0 171744869 7.25 7.25 0.25 0.008 0 6.993 120,000.00 119,914.52 160,000.00 75 95 32,000.00 171744870 8.375 8.375 0.25 0.008 0 8.118 204,000.00 204,000.00 267,000.00 76.4 76.4 0 171744871 7.875 7.875 0.25 0.008 0 7.618 182,250.00 181,998.33 202,500.00 90 90 0 171744872 7.75 7.75 0.25 0.008 0 7.493 268,900.00 268,518.99 283,075.00 94.99 94.99 0 171744873 6.5 6.5 0.25 0.008 0 6.243 248,000.00 247,782.22 330,000.00 75.15 75.15 0 171744874 7.5 7.5 0.25 0.008 0 7.243 80,000.00 79,973.54 100,000.00 80 95 15,000.00 171744875 9.25 9.25 0.25 0.008 1.16 7.833 297,800.00 297,800.00 317,000.00 93.94 93.94 0 171744876 8.375 8.375 0.25 0.008 0 8.118 192,000.00 191,880.66 240,000.00 80 80 0 171744877 7.5 7.5 0.25 0.008 0 7.243 155,000.00 155,000.00 225,000.00 68.89 68.89 0 171744878 7.875 7.875 0.25 0.008 0 7.618 139,500.00 139,500.00 155,000.00 90 90 0 171744879 7.375 7.375 0.25 0.008 0 7.118 139,200.00 138,987.51 174,000.00 80 100 34,800.00 171744880 7.25 7.25 0.25 0.008 0 6.993 76,800.00 76,745.30 96,000.00 80 80 0 171744881 7.25 7.25 0.25 0.008 0 6.993 88,000.00 87,937.33 110,000.00 80 80 0 171744882 8 8 0.25 0.008 0 7.743 345,834.00 345,834.00 406,863.00 85 85 0 171744883 7.25 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95 88,000.00 171823820 6 6 0.25 0.008 0 5.743 195,000.00 195,000.00 300,000.00 65 65 0 171830336 7.25 7.25 0.25 0.008 0 6.993 99,900.00 99,900.00 124,900.00 79.98 100 25,000.00 171834678 6 6 0.25 0.008 0 5.743 247,500.00 247,500.00 330,000.00 75 75 0 171834757 8.125 8.125 0.25 0.008 0 7.868 171,200.00 171,200.00 214,000.00 80 100 42,800.00 171835126 7.5 7.5 0.25 0.008 0 7.243 182,320.00 182,320.00 227,900.00 80 100 45,580.00 171835205 7.125 7.125 0.25 0.008 0 6.868 480,000.00 480,000.00 600,000.00 80 95 90,000.00 171837180 7 7 0.25 0.008 0 6.743 236,900.00 236,900.00 400,000.00 59.23 59.23 0 171837813 8.375 8.375 0.25 0.008 0 8.118 320,000.00 320,000.00 400,000.00 80 100 80,000.00 171844822 8.25 8.25 0.25 0.008 0 7.993 205,600.00 205,336.88 257,000.00 80 90 25,700.00 171856340 6.875 6.875 0.25 0.008 0 6.618 107,120.00 107,120.00 133,900.00 80 80 0 171856991 7.5 7.5 0.25 0.008 0 7.243 520,000.00 520,000.00 650,000.00 80 100 130,000.00 170829267 9.125 9.125 0.25 0.008 0 8.868 156,000.00 156,000.00 195,000.00 80 95 29,250.00 171192245 9.25 9.25 0.25 0.008 0 8.993 650,000.00 649,948.00 875,000.00 74.29 90 137,500.00 171250580 8.75 8.75 0.25 0.008 0 8.493 1,000,000.00 1,000,000.00 1,300,000.00 76.92 95 235,000.00 171307273 6.875 6.875 0.25 0.008 0 6.618 324,000.00 324,000.00 405,000.00 80 100 81,000.00 171330017 6.875 6.875 0.25 0.008 0 6.618 452,000.00 452,000.00 565,000.00 80 85 28,250.00 171383951 8.5 8.5 0.25 0.008 0 8.243 135,375.00 135,375.00 142,500.00 95 95 0 171389034 6.75 6.75 0.25 0.008 0 6.493 328,000.00 327,817.22 410,000.00 80 100 82,000.00 171389065 7.25 7.25 0.25 0.008 0 6.993 920,000.00 920,000.00 1,150,000.00 80 100 230,000.00 171389067 7.25 7.25 0.25 0.008 0 6.993 748,000.00 748,000.00 935,000.00 80 100 187,000.00 171445591 7.25 7.25 0.25 0.008 0 6.993 188,000.00 188,000.00 235,000.00 80 80 0 171445628 7.25 7.25 0.25 0.008 0 6.993 336,000.00 336,000.00 420,000.00 80 100 84,000.00 171450880 7.375 7.375 0.25 0.008 0 7.118 408,000.00 407,377.19 510,000.00 80 100 102,000.00 171585764 6.875 6.875 0.25 0.008 0 6.618 862,500.00 862,500.00 1,150,000.00 75 75 0 171601351 8.125 8.125 0.25 0.008 0 7.868 216,000.00 215,858.71 240,000.00 90 90 0 171601387 7.25 7.25 0.25 0.008 0 6.993 128,000.00 127,999.98 168,000.00 76.19 76.19 0 171601417 7.75 7.75 0.25 0.008 0 7.493 349,875.00 349,875.00 388,750.00 90 90 0 171601517 7.25 7.25 0.25 0.008 0 6.993 152,000.00 151,999.99 190,000.00 80 95 28,500.00 171601535 7.125 7.125 0.25 0.008 0 6.868 311,200.00 311,200.00 389,000.00 80 100 77,800.00 171601625 7.875 7.875 0.25 0.008 0 7.618 253,875.00 253,874.98 338,500.00 75 85 33,850.00 171601628 7.375 7.375 0.25 0.008 0 7.118 264,000.00 264,000.00 330,000.00 80 100 66,000.00 171601632 8.25 8.25 0.25 0.008 0 7.993 318,750.00 318,750.00 425,000.00 75 75 0 171601643 7.875 7.875 0.25 0.008 0 7.618 460,000.00 459,364.78 575,000.00 80 100 115,000.00 171601713 9.125 9.125 0.25 0.008 0 8.868 67,200.00 67,055.32 84,000.00 80 95 12,600.00 171601849 7.375 7.375 0.25 0.008 0 7.118 595,200.00 595,200.00 744,000.00 80 100 148,800.00 171601908 7.75 7.75 0.25 0.008 0 7.493 432,600.00 432,600.00 540,750.00 80 100 108,150.00 171601962 8.75 8.75 0.25 0.008 0 8.493 215,196.00 215,196.00 268,995.00 80 100 53,799.00 171603152 7.375 7.375 0.25 0.008 0 7.118 112,500.00 112,500.00 150,000.00 75 100 37,500.00 171615207 6.625 6.625 0.25 0.008 0 6.368 296,000.00 296,000.00 370,000.00 80 90 37,000.00 171644545 7.5 7.5 0.25 0.008 0 7.243 480,000.00 480,000.00 600,000.00 80 90 60,000.00 171460753 6.375 6.375 0.25 0.008 0 6.118 131,000.00 131,000.00 263,000.00 49.81 49.81 0 171460790 6.75 6.75 0.25 0.008 0 6.493 207,000.00 206,961.72 425,000.00 48.71 48.71 0 171624992 7.25 7.25 0.25 0.008 0 6.993 384,000.00 384,000.00 480,000.00 80 93.96 67,008.00 Loan ID Term Amort Term Balloon Origination Date First Due Date Maturity Date Paid Thru Date Due Date Cut-Off Date Age First Rate Adjustment Next Rate Adjustment Months to Roll ------- ---- ---------- ------- 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9/1/2006 10/1/2006 11/1/2006 2 9/1/2013 9/1/2013 82 171460753 360 360 0 6/22/2006 8/1/2006 7/1/2036 10/1/2006 11/1/2006 11/1/2006 4 7/1/2016 7/1/2016 116 171460790 360 360 0 5/31/2006 7/1/2006 6/1/2036 11/1/2006 12/1/2006 11/1/2006 5 6/1/2016 6/1/2016 115 171624992 360 360 0 8/10/2006 10/1/2006 9/1/2036 11/1/2006 12/1/2006 11/1/2006 2 9/1/2011 9/1/2011 58 Loan ID Original Fixed Period Index Type Rate Adj Frequency DTI FICO Interest Only Flag Interest only Period Lien First Periodic Cap Periodic Cap Life Cap Margin Min Rate ------- --------------------- ---------- ------------------ --- ---- ------------------ -------------------- ---- ------------------ ------------ -------- ------ -------- 170300553 36 6L 6 0 0 Y 120 1 6 2 6 2.25 2.25 170340194 60 6L 6 26.5 672 Y 60 1 5 1 5 2.25 2.25 170522953 36 6L 6 19.09 658 N 0 1 3 1 6 6.1 6.1 170793588 24 6L 6 49.37 677 N 0 1 3 1 7 6.85 7.85 170818012 60 6L 6 0 681 Y 60 1 5 1 5 4.25 4.25 170890325 60 6L 6 34.53 630 Y 60 1 5 1 5 3.375 3.375 170919929 60 6L 6 0 682 Y 120 1 6 2 6 3.5 3.5 170957126 60 6L 6 0 701 Y 120 1 6 2 6 2.875 2.875 170969472 6 6L 6 0 663 Y 120 1 3 1 6 2.875 4.5 170997250 24 6L 6 0 620 Y 120 1 3 1 6 2.875 2.875 170999504 60 6L 6 36 676 Y 120 1 6 1 6 2.75 2.75 170999551 60 6L 6 33.1 753 N 0 1 6 1 6 2.75 2.75 170999645 60 6L 6 26.8 714 N 0 1 6 1 6 2.75 2.75 170999651 60 6L 6 0 685 Y 120 1 6 1 6 2.75 2.75 170999840 36 6L 6 26.9 769 Y 120 1 6 1 6 2.75 2.75 171056235 60 6L 6 38 674 Y 120 1 5 1 5 2.25 2.25 171056267 24 6L 6 0 620 Y 120 1 3 1 6 2.875 2.875 171056271 24 6L 6 0 706 Y 120 1 3 1 6 2.875 2.875 171057105 120 6L 6 44.8 750 N 0 1 6 2 6 2.25 2.25 171063461 36 6L 6 50.36 720 Y 60 1 3 1 6 3.75 8.25 171121931 120 6L 6 42.44 699 Y 120 1 6 2 6 2.25 2.25 171125159 24 6L 6 0 0 Y 120 1 3 1 6 2.875 2.875 171125160 24 6L 6 0 0 Y 120 1 3 1 6 2.875 2.875 171125178 24 6L 6 0 647 Y 120 1 3 1 6 2.875 2.875 171125202 60 6L 6 0 669 N 0 1 6 2 6 2.25 2.25 171125223 24 6L 6 0 698 Y 120 1 3 1 6 2.875 2.875 171125241 24 6L 6 0 705 Y 120 1 3 1 6 2.875 2.875 171137114 60 6L 6 19.3 679 Y 120 1 6 1 6 2.75 2.75 171143851 60 6L 6 36.7 685 Y 120 1 5 1 5 2.875 2.875 171173427 120 6L 6 39.68 717 Y 120 1 6 2 6 2.25 2.25 171196893 36 6L 6 0 772 Y 120 1 6 2 6 3.5 3.5 171212030 60 6L 6 44.87 650 N 0 1 5 1 5 2.25 2.25 171218530 60 6L 6 0 697 N 0 1 5 1 5 3.125 3.125 171249892 60 6L 6 0 623 Y 120 1 6 2 6 2.25 2.25 171283744 60 6L 6 0 728 Y 120 1 6 2 6 3.5 3.5 171307205 120 6L 6 43.71 730 Y 120 1 6 2 6 2.25 2.25 171307213 84 6L 6 0 732 Y 120 1 6 2 6 2.25 2.25 171307214 120 6L 6 38.62 684 N 0 1 6 2 6 2.25 2.25 171307222 120 6L 6 42.53 778 Y 120 1 6 2 6 2.25 2.25 171307294 60 6L 6 39.4 679 Y 120 1 5 1 5 2.25 2.25 171329695 60 6L 6 0 673 Y 120 1 5 1 5 3.75 3.75 171355283 60 6L 6 0 660 Y 120 1 6 2 6 2.25 2.25 171355317 24 6L 6 38.62 670 Y 120 1 3 1 6 2.875 2.875 171360783 60 6L 6 41.3 656 N 0 1 3 1 6 4.25 9 171366185 60 1Y 12 29.9 763 Y 120 1 5 2 5 3.5 3.5 171366195 60 6L 6 40.08 666 Y 120 1 6 2 6 3.5 3.5 171383944 60 6L 6 22.42 691 Y 120 1 5 1 5 2.25 2.25 171386377 120 6L 6 0 792 N 0 1 6 2 6 2.25 2.25 171390173 60 6L 6 0 722 Y 120 1 6 1 6 2.75 2.75 171390175 60 6L 6 33.39 772 Y 120 1 6 1 6 2.75 2.75 171390313 60 6L 6 28.6 0 Y 120 1 6 1 6 2.75 2.75 171390333 60 6L 6 36.5 690 N 0 1 6 1 6 2.75 2.75 171390353 60 6L 6 0 693 Y 120 1 6 1 6 2.75 2.75 171390471 60 6L 6 0 736 Y 120 1 6 1 6 2.75 2.75 171391192 60 6L 6 45.28 642 Y 120 1 6 2 6 2.75 2.75 171431086 60 6L 6 41.77 620 N 0 1 5 1 5 3.125 3.125 171445534 60 6L 6 37 686 Y 120 1 5 1 5 2.5 2.5 171445642 60 6L 6 29.76 720 Y 120 1 6 2 6 3.25 3.25 171445698 60 6L 6 0 654 N 0 1 5 1 5 2.75 2.75 171446986 120 6L 6 32.41 699 Y 120 1 6 2 6 2.25 2.25 171449510 60 6L 6 46.7 682 Y 120 1 5 1 5 2.5 2.5 171450843 120 6L 6 39.31 692 Y 120 1 6 2 6 2.25 2.25 171450844 120 6L 6 26.03 664 Y 120 1 6 2 6 2.25 2.25 171450845 120 6L 6 26.03 664 Y 120 1 6 2 6 2.25 2.25 171450846 120 6L 6 0 670 Y 120 1 6 2 6 2.25 2.25 171450848 120 1Y 12 41.88 748 Y 120 1 5 2 5 2.25 2.25 171450849 84 6L 6 33.82 776 Y 120 1 6 2 6 2.25 2.25 171450850 120 6L 6 33.33 783 Y 120 1 6 2 6 2.25 2.25 171450851 120 6L 6 0 714 Y 120 1 6 2 6 2.25 2.25 171450852 120 6L 6 33.22 778 Y 120 1 6 2 6 2.25 2.25 171450853 120 6L 6 16.14 744 Y 120 1 6 2 6 2.25 2.25 171450856 120 6L 6 38.93 664 Y 120 1 6 2 6 2.25 2.25 171450857 120 6L 6 40.62 780 Y 120 1 6 2 6 2.25 2.25 171450859 120 6L 6 0 695 Y 120 1 6 2 6 2.25 2.25 171450860 120 6L 6 0 742 Y 120 1 6 2 6 2.25 2.25 171450861 120 6L 6 42.53 740 Y 120 1 6 2 6 2.25 2.25 171450862 120 6L 6 34.7 714 Y 120 1 6 2 6 2.25 2.25 171450863 120 6L 6 38.52 765 Y 120 1 6 2 6 2.25 2.25 171450864 120 6L 6 30.65 745 Y 120 1 6 2 6 2.25 2.25 171450865 84 1Y 12 25.36 782 Y 84 1 5 2 5 2.25 2.25 171450866 120 6L 6 27.72 710 Y 120 1 6 2 6 2.25 2.25 171450867 120 6L 6 15.6 685 Y 120 1 6 2 6 2.25 2.25 171450868 120 6L 6 15.6 685 Y 120 1 6 2 6 2.25 2.25 171450869 120 6L 6 15.6 685 Y 120 1 6 2 6 2.25 2.25 171450870 120 6L 6 15.6 685 Y 120 1 6 2 6 2.25 2.25 171450871 120 6L 6 54.98 730 Y 120 1 6 2 6 2.25 2.25 171450873 120 6L 6 38.36 688 Y 120 1 6 2 6 2.25 2.25 171450874 84 6L 6 33.41 672 Y 120 1 6 2 6 2.25 2.25 171450875 84 6L 6 33.58 667 Y 120 1 6 2 6 2.25 2.25 171450876 84 6L 6 20.34 769 N 0 1 6 2 6 2.25 2.25 171450877 120 6L 6 32.71 681 Y 120 1 6 2 6 2.25 2.25 171450878 84 6L 6 46.75 714 Y 120 1 6 2 6 2.25 2.25 171450879 120 6L 6 48.12 706 Y 120 1 6 2 6 2.25 2.25 171458403 60 6L 6 36.6 794 Y 120 1 5 1 5 2.5 2.5 171458408 36 6L 6 49.54 620 N 0 1 6 2 6 2.25 2.25 171458410 60 6L 6 0 644 Y 120 1 6 2 6 2.25 2.25 171458416 36 6L 6 33.36 777 Y 120 1 6 2 6 2.25 2.25 171458441 36 6L 6 31.97 701 N 0 1 6 2 6 2.25 2.25 171458446 36 6L 6 38.46 656 N 0 1 6 2 6 2.25 2.25 171458464 60 6L 6 0 768 Y 120 1 6 2 6 2.25 2.25 171458900 120 6L 6 38 651 N 0 1 5 1 5 2.5 2.5 171459893 60 6L 6 48.1 715 Y 120 1 5 1 5 3.5 3.5 171459897 60 6L 6 51.3 650 Y 120 1 5 1 5 3.5 3.5 171459898 60 6L 6 42.1 689 Y 120 1 5 1 5 3.25 3.25 171459901 60 6L 6 43.6 649 Y 120 1 5 1 5 3.375 3.375 171459903 60 6L 6 44.9 641 Y 120 1 5 1 5 4.5 4.5 171459911 36 6L 6 40.4 746 Y 120 1 3 1 5 3.5 3.5 171459914 60 6L 6 39.8 672 N 0 1 5 1 5 3.5 3.5 171475905 60 6L 6 39.8 703 Y 120 1 5 1 5 2.5 2.5 171478684 60 6L 6 0 699 N 0 1 5 1 5 2.5 2.5 171479624 60 6L 6 32.4 770 Y 120 1 5 1 5 2.5 2.5 171479625 60 6L 6 48.7 689 Y 120 1 5 1 5 2.875 2.875 171485993 60 6L 6 41.2 661 Y 120 1 5 1 5 2.5 2.5 171488365 36 6L 6 35 705 N 0 1 6 2 6 5 5 171488368 60 6L 6 22.23 762 N 0 1 6 2 6 3.75 3.75 171488371 60 6L 6 0 745 Y 120 1 5 1 5 2.25 2.25 171488372 60 6L 6 0 745 Y 120 1 5 1 5 2.25 2.25 171488383 60 6L 6 40 705 N 0 1 6 2 6 4 4 171488390 60 6L 6 40 785 Y 120 1 6 2 6 2.25 2.25 171488397 60 6L 6 30 655 Y 120 1 6 2 6 4.375 4.375 171488407 60 6L 6 30 685 Y 120 1 5 1 5 2.25 3 171488423 60 6L 6 0 735 Y 120 1 6 2 6 2.75 2.75 171488424 60 6L 6 43.54 712 Y 120 1 6 2 6 5 5 171488434 60 6L 6 0 657 Y 120 1 5 1 5 2.25 2.25 171488441 60 6L 6 29.89 798 Y 120 1 6 2 6 2.75 2.75 171488459 60 6L 6 50 745 Y 120 1 6 2 6 2.25 2.25 171488470 60 6L 6 0 685 Y 120 1 6 2 6 2.75 2.75 171488474 60 6L 6 35.79 653 Y 120 1 6 2 6 3.25 3.25 171490298 60 6L 6 34 723 Y 120 1 5 1 5 2.5 2.5 171490877 60 6L 6 0 641 Y 60 1 6 2 6 4 4 171490880 60 6L 6 43.9 640 Y 60 1 6 2 6 4 4 171490892 60 6L 6 0 703 Y 60 1 6 2 6 4 4 171492106 60 6L 6 42.79 686 Y 120 1 6 1 6 2.75 2.75 171492934 60 6L 6 0 720 Y 120 1 5 1 5 2.5 2.5 171494806 60 6L 6 41.85 712 Y 120 1 6 2 6 2.25 2.25 171494853 84 6L 6 0 803 Y 120 1 6 2 6 2.25 2.25 171494860 120 6L 6 0 690 Y 120 1 6 2 6 2.25 2.25 171495375 60 6L 6 39.2 629 Y 120 1 5 1 5 2.5 2.5 171496147 36 6L 6 39.6 694 Y 120 1 3 1 5 2.75 2.75 171498420 24 6L 6 0 701 Y 120 1 3 1 6 2.75 2.75 171498429 36 6L 6 0 716 Y 120 1 3 1 6 3.25 3.25 171498436 60 6L 6 0 731 N 0 1 6 1 6 3.5 3.5 171498441 36 6L 6 0 683 Y 120 1 3 1 6 2.75 2.75 171498446 60 6L 6 0 726 N 0 1 5 1 5 2.25 2.25 171498448 36 6L 6 0 706 Y 120 1 3 1 6 3.5 3.5 171500253 60 6L 6 0 701 Y 120 1 5 1 5 2.75 2.75 171500263 60 6L 6 35.86 701 Y 120 1 5 1 5 2.75 2.75 171500268 60 6L 6 38.95 662 Y 120 1 5 1 5 2.75 2.75 171500270 60 6L 6 41.97 641 Y 120 1 5 1 5 2.75 2.75 171500271 60 6L 6 0 683 N 0 1 5 1 5 2.75 2.75 171500275 60 6L 6 0 672 Y 120 1 5 1 5 2.75 2.75 171500277 36 6L 6 0 674 N 0 1 3 1 6 2.75 2.75 171500278 60 6L 6 0 666 Y 120 1 5 1 5 2.75 2.75 171500284 60 6L 6 38.23 661 Y 120 1 5 1 5 2.75 2.75 171500285 60 6L 6 0 665 Y 120 1 5 1 5 2.75 2.75 171500326 60 6L 6 58.04 666 N 0 1 5 1 5 2.875 2.875 171500356 60 6L 6 26.8 686 Y 120 1 5 1 5 2.5 2.5 171500436 60 6L 6 45.7 664 N 0 1 5 1 5 2.5 2.5 171500450 60 6L 6 44.6 657 Y 120 1 5 1 5 3.875 3.875 171501035 60 6L 6 42.6 695 Y 120 1 5 1 5 2.5 2.5 171503323 60 6L 6 44.8 649 Y 120 1 5 1 5 2.875 2.875 171504130 84 6L 6 0 698 Y 120 1 5 1 5 2.5 2.5 171506594 60 6L 6 0 721 Y 120 1 5 1 5 2.5 2.5 171506595 60 6L 6 0 722 Y 120 1 5 1 5 2.5 2.5 171509666 60 6L 6 25.2 702 Y 60 1 5 1 5 2.5 2.5 171509905 60 6L 6 42.87 755 N 0 1 5 1 5 2.5 2.5 171509943 36 6L 6 40.9 656 Y 60 1 2 2 6 5 6.875 171509946 60 6L 6 45.6 675 Y 60 1 5 1 5 2.5 2.5 171509961 60 6L 6 39.9 651 Y 120 1 5 1 5 2.5 2.5 171510306 60 6L 6 43.7 765 Y 60 1 5 1 5 2.5 2.5 171522883 60 6L 6 40.2 663 Y 120 1 5 1 5 2.5 2.5 171527940 60 6L 6 47.3 628 N 0 1 5 1 5 2.5 2.5 171528198 60 6L 6 0 658 N 0 1 6 2 6 2.875 2.875 171528216 60 6L 6 0 649 Y 120 1 6 2 6 2.875 2.875 171528254 60 6L 6 0 713 Y 120 1 6 2 6 2.875 2.875 171528270 60 6L 6 0 702 Y 120 1 6 2 6 2.875 2.875 171528293 60 6L 6 0 777 N 0 1 6 2 6 2.875 2.875 171528299 60 6L 6 0 765 N 0 1 6 2 6 2.875 2.875 171528306 60 6L 6 0 686 Y 120 1 6 2 6 2.875 2.875 171528314 60 6L 6 0 680 Y 120 1 6 2 6 2.875 2.875 171528653 60 6L 6 40.9 628 Y 120 1 5 1 5 2.5 2.5 171528654 60 6L 6 0 680 Y 120 1 5 1 5 2.5 2.5 171531643 60 6L 6 44.28 712 Y 120 1 5 1 5 2.5 2.5 171531654 60 6L 6 0 680 Y 120 1 5 1 6 4 4 171531699 60 6L 6 41.5 781 Y 120 1 5 1 5 2.5 2.5 171531703 60 6L 6 25.9 696 Y 120 1 5 1 6 4 4 171532906 60 6L 6 32.99 661 Y 120 1 5 1 5 2.75 2.75 171538960 60 6L 6 33.72 622 Y 120 1 5 1 5 2.5 2.5 171539118 60 6L 6 42.1 723 Y 120 1 5 1 5 2.5 2.5 171539121 60 6L 6 0 721 Y 120 1 5 1 5 2.5 2.5 171539122 60 6L 6 0 699 Y 120 1 5 1 5 2.5 2.5 171540298 36 6L 6 30 755 Y 60 1 6 2 6 5 5 171540305 36 6L 6 45 745 Y 60 1 6 2 6 5 5 171540324 60 6L 6 50 665 N 0 1 6 2 6 2.25 2.25 171540331 60 6L 6 0 735 Y 60 1 5 1 5 2.25 3.125 171540344 60 6L 6 45 705 Y 60 1 5 1 5 2.25 2.875 171540396 60 6L 6 30 715 Y 60 1 5 1 5 2.25 3.125 171540417 60 6L 6 40 745 Y 60 1 6 2 6 2.75 2.75 171540435 60 6L 6 33.68 721 Y 120 1 5 1 5 2.25 2.25 171540453 60 6L 6 55 735 Y 60 1 6 2 6 2.75 2.75 171540476 60 6L 6 0 785 Y 60 1 5 1 5 2.25 2.75 171540488 60 6L 6 35.45 732 Y 120 1 5 1 5 2.25 2.25 171540491 60 6L 6 45 625 N 0 1 6 2 6 2.25 2.25 171541070 60 6L 6 42.3 636 N 0 1 5 1 5 2.5 2.5 171541079 60 6L 6 34.4 721 Y 120 1 5 1 5 2.5 2.5 171544886 36 6L 6 0 734 Y 120 1 2 2 6 3.25 3.25 171544887 36 6L 6 38.2 651 Y 120 1 2 2 6 3.25 3.25 171544889 36 6L 6 45 643 Y 120 1 2 2 6 3.25 3.25 171544891 36 6L 6 44.6 635 Y 120 1 2 2 6 3.25 3.25 171544893 36 6L 6 43.4 664 Y 120 1 2 2 6 3.25 3.25 171544894 36 6L 6 38.1 752 Y 120 1 2 2 6 3.25 3.25 171544895 36 6L 6 41.8 669 Y 120 1 2 2 6 3.25 3.25 171546445 60 6L 6 41.04 622 Y 120 1 6 2 6 5 5 171547259 60 6L 6 41.63 637 N 0 1 5 1 5 2.625 2.625 171549701 36 6L 6 36 633 N 0 1 3 1 6 2.5 6.75 171549804 60 6L 6 34.5 786 Y 120 1 6 2 6 2.25 2.25 171549806 60 6L 6 48.8 648 Y 60 1 5 1 5 2.5 2.5 171550165 60 6L 6 38 671 Y 60 1 5 1 5 2.25 2.25 171550420 60 6L 6 43.4 730 Y 120 1 5 1 5 2.5 2.5 171550565 60 6L 6 36.5 772 Y 120 1 5 1 5 2.5 2.5 171550836 60 6L 6 0 682 Y 120 1 5 1 5 2.5 2.5 171551256 24 6L 6 49.4 663 N 0 1 3 1 6 4 8.375 171551260 60 6L 6 44.9 662 Y 60 1 5 1 5 2.5 2.5 171551261 84 6L 6 31 708 Y 120 1 5 1 5 2.5 2.5 171551600 60 6L 6 0 722 N 0 1 5 1 5 2.5 2.5 171551661 60 6L 6 0 660 N 0 1 5 1 5 2.5 2.5 171551778 24 6L 6 0 627 N 0 1 3 1 6 3.5 3.5 171551781 24 6L 6 0 761 Y 120 1 3 1 6 2.25 2.25 171551782 24 6L 6 0 741 Y 120 1 3 1 6 2.25 2.25 171551783 36 6L 6 0 706 N 0 1 3 1 6 2.25 2.25 171551784 36 6L 6 0 735 N 0 1 3 1 6 2.25 2.25 171551785 36 6L 6 0 751 Y 120 1 3 1 6 2.25 2.25 171551786 36 6L 6 0 710 Y 120 1 3 1 6 2.25 2.25 171551787 36 6L 6 0 668 Y 120 1 3 1 6 3.5 3.5 171551788 36 6L 6 0 672 Y 120 1 3 1 6 2.75 2.75 171551789 36 6L 6 0 740 Y 120 1 3 1 6 2.25 2.25 171551790 36 6L 6 0 681 Y 120 1 3 1 6 2.75 2.75 171551791 36 6L 6 0 681 Y 120 1 3 1 6 2.75 2.75 171551793 36 6L 6 0 666 Y 120 1 3 1 6 2.75 2.75 171551794 36 6L 6 0 686 Y 120 1 3 1 6 2.75 2.75 171551795 36 6L 6 0 681 Y 120 1 3 1 6 3.5 3.5 171551796 36 6L 6 0 735 Y 120 1 3 1 6 2.25 2.25 171551798 36 6L 6 0 669 Y 120 1 3 1 6 3.875 3.875 171551799 36 6L 6 0 715 Y 120 1 3 1 6 2.25 2.25 171551801 36 6L 6 0 665 Y 120 1 3 1 6 3.5 3.5 171551802 36 6L 6 0 701 Y 120 1 3 1 6 2.25 2.25 171551803 60 6L 6 0 767 N 0 1 5 1 5 2.25 2.25 171551807 60 6L 6 23.7 774 Y 120 1 5 1 5 2.25 2.25 171551809 60 6L 6 0 690 Y 120 1 5 1 5 2.75 2.75 171551810 60 6L 6 0 654 Y 120 1 6 1 6 3.5 3.5 171551811 60 6L 6 0 816 Y 120 1 5 1 5 2.25 2.25 171551812 60 6L 6 28.4 786 Y 120 1 5 1 5 2.25 2.25 171551813 60 6L 6 0 761 Y 120 1 5 1 5 2.25 2.25 171551814 60 6L 6 0 763 Y 120 1 5 1 5 2.25 2.25 171551815 60 6L 6 0 677 Y 120 1 5 1 5 2.75 2.75 171551816 60 6L 6 0 770 Y 120 1 5 1 5 2.25 2.25 171551817 60 6L 6 0 740 Y 120 1 5 1 5 2.25 2.25 171551818 60 6L 6 0 778 Y 120 1 5 1 5 2.25 2.25 171551820 60 6L 6 32.2 734 Y 60 1 5 1 5 2.5 2.5 171552582 60 6L 6 39.5 655 Y 120 1 5 1 5 2.5 2.5 171552583 60 6L 6 0 683 Y 120 1 5 1 5 2.875 2.875 171552800 60 6L 6 39.6 648 Y 120 1 5 1 5 2.5 2.5 171554170 60 6L 6 34.5 716 Y 60 1 5 1 5 2.5 2.5 171560500 60 6L 6 49.4 689 Y 60 1 5 1 5 2.5 2.5 171567479 84 6L 6 45 749 Y 120 1 5 1 5 2.5 2.5 171570669 60 6L 6 37.1 759 Y 120 1 5 1 5 2.25 2.25 171573018 24 6L 6 41.15 687 Y 60 1 2 1 5 3.125 3.125 171573022 24 6L 6 37.96 687 Y 60 1 2 1 5 3.125 3.125 171573025 24 6L 6 30.81 687 Y 60 1 3 1 5 2.875 2.875 171573029 60 6L 6 49.9 667 Y 60 1 5 1 5 2.5 2.5 171573138 60 6L 6 49.6 640 Y 120 1 5 1 5 2.5 2.5 171574061 60 6L 6 42.7 684 Y 120 1 5 1 5 2.5 2.5 171574516 60 6L 6 37.9 688 Y 120 1 5 1 6 4 4 171576766 60 6L 6 46.8 645 Y 120 1 5 1 5 2.5 2.5 171576768 60 6L 6 42.8 655 Y 120 1 5 1 5 2.5 2.5 171579786 60 6L 6 0 661 Y 60 1 5 1 5 2.25 2.25 171580592 60 6L 6 0 739 Y 60 1 5 1 5 2.5 2.5 171580762 60 6L 6 49.7 675 N 0 1 5 1 5 2.5 2.5 171581054 60 6L 6 44.85 677 Y 120 1 5 1 5 2.5 2.5 171583148 60 6L 6 34.86 700 Y 120 1 5 1 5 2.5 2.5 171584649 60 6L 6 42.1 727 Y 60 1 5 1 5 2.25 2.25 171584741 60 6L 6 0 762 Y 60 1 5 1 5 2.5 2.5 171584748 60 6L 6 0 796 Y 120 1 6 2 6 2.75 2.75 171584913 60 6L 6 46.1 646 Y 120 1 5 1 5 2.625 2.625 171584914 60 6L 6 41.2 686 Y 120 1 5 1 5 2.5 2.5 171584915 60 6L 6 29.4 786 Y 120 1 5 1 5 2.5 2.5 171585271 60 6L 6 0 668 Y 120 1 5 1 5 3.875 3.875 171585272 60 6L 6 26.3 660 Y 60 1 5 1 5 3.125 3.125 171585283 60 6L 6 60 711 Y 120 1 5 1 5 2.25 2.25 171585346 60 6L 6 44.6 722 Y 60 1 5 1 5 2.875 2.875 171586256 60 6L 6 38.9 729 Y 60 1 5 1 5 2.5 2.5 171586826 60 6L 6 0 674 Y 120 1 5 1 5 2.5 2.5 171587224 60 6L 6 44.26 750 Y 120 1 5 1 5 2.5 2.5 171587226 60 6L 6 0 694 Y 120 1 5 1 5 2.25 2.25 171587227 60 6L 6 29 772 Y 120 1 5 1 5 2.25 2.25 171587449 60 6L 6 34.3 755 Y 120 1 5 1 5 2.25 2.25 171587590 60 6L 6 46.9 770 Y 120 1 5 1 5 2.625 2.625 171588852 60 6L 6 0 766 Y 60 1 6 1 6 3.375 3.375 171590233 60 6L 6 41.6 765 Y 120 1 5 1 5 2.5 2.5 171590236 60 6L 6 0 687 Y 60 1 5 1 5 2.5 2.5 171590238 60 6L 6 39.01 668 Y 60 1 5 1 5 2.5 2.5 171591194 60 6L 6 38.99 730 Y 120 1 5 1 5 2.5 2.5 171592735 60 6L 6 41.7 693 N 0 1 5 1 5 2.5 2.5 171593385 36 6L 6 43 645 Y 120 1 3 1 5 2.5 2.5 171601336 60 6L 6 36 665 Y 120 1 6 1 6 2.75 2.75 171601350 60 6L 6 37.49 661 Y 120 1 6 1 6 2.75 2.75 171601352 60 6L 6 39.34 675 Y 120 1 6 1 6 2.75 2.75 171601353 60 6L 6 38.47 718 Y 120 1 6 1 6 2.75 2.75 171601354 60 6L 6 0 690 Y 120 1 6 1 6 2.75 2.75 171601355 60 6L 6 33.2 699 Y 120 1 6 1 6 2.75 2.75 171601357 60 6L 6 0 662 Y 120 1 6 1 6 2.75 2.75 171601358 60 6L 6 48.22 649 Y 120 1 6 1 6 2.75 2.75 171601359 60 6L 6 0 646 Y 120 1 6 1 6 2.75 2.75 171601362 60 6L 6 33.16 674 Y 120 1 6 1 6 2.75 2.75 171601363 60 6L 6 27.7 634 Y 120 1 6 1 6 2.75 2.75 171601364 60 6L 6 45.36 785 Y 120 1 6 1 6 2.75 2.75 171601365 60 6L 6 43.93 660 Y 120 1 6 1 6 2.75 2.75 171601366 60 6L 6 0 679 Y 120 1 6 1 6 2.75 2.75 171601367 60 6L 6 36.92 716 Y 120 1 6 1 6 2.75 2.75 171601368 60 6L 6 35.96 722 Y 120 1 6 1 6 2.75 2.75 171601369 60 6L 6 44.98 658 N 0 1 6 1 6 2.75 2.75 171601370 60 6L 6 34.11 661 Y 120 1 6 1 6 2.75 2.75 171601371 60 6L 6 43.4 647 N 0 1 6 1 6 2.75 2.75 171601372 60 6L 6 33.81 673 Y 120 1 6 1 6 2.75 2.75 171601373 60 6L 6 28.66 669 Y 120 1 6 1 6 2.75 2.75 171601374 60 6L 6 0 669 Y 120 1 6 1 6 2.75 2.75 171601375 60 6L 6 31.86 659 N 0 1 6 1 6 2.75 2.75 171601376 60 6L 6 44.41 679 Y 120 1 6 1 6 2.75 2.75 171601377 60 6L 6 40.36 643 Y 120 1 6 1 6 2.75 2.75 171601379 60 6L 6 32.9 623 Y 120 1 6 1 6 2.75 2.75 171601380 60 6L 6 38.83 632 Y 120 1 6 1 6 2.75 2.75 171601381 60 6L 6 41.9 679 Y 120 1 6 1 6 2.75 2.75 171601382 60 6L 6 24.78 674 Y 120 1 6 1 6 2.75 2.75 171601383 60 6L 6 41.07 669 Y 120 1 6 1 6 2.75 2.75 171601384 60 6L 6 42.49 621 Y 120 1 6 1 6 2.75 2.75 171601385 60 6L 6 43.49 660 Y 120 1 6 1 6 2.75 2.75 171601389 60 6L 6 37.7 637 Y 120 1 6 1 6 2.75 2.75 171601390 84 6L 6 38.53 677 Y 120 1 6 1 6 2.75 2.75 171601391 60 6L 6 40 654 Y 120 1 6 1 6 2.75 2.75 171601392 60 6L 6 0 710 Y 120 1 6 1 6 2.75 2.75 171601393 84 6L 6 0 699 Y 120 1 6 1 6 2.75 2.75 171601394 84 6L 6 42.46 642 Y 120 1 6 1 6 2.75 2.75 171601395 60 6L 6 0 685 Y 120 1 6 1 6 2.75 2.75 171601396 60 6L 6 39.24 669 Y 120 1 6 1 6 2.75 2.75 171601398 60 6L 6 41.16 675 Y 120 1 6 1 6 2.75 2.75 171601399 60 6L 6 37.71 649 Y 120 1 6 1 6 2.75 2.75 171601400 60 6L 6 0 739 Y 120 1 6 1 6 2.75 2.75 171601401 60 6L 6 37.1 772 N 0 1 6 1 6 2.75 2.75 171601402 60 6L 6 43.65 743 Y 120 1 6 1 6 2.75 2.75 171601404 60 6L 6 0 662 Y 120 1 6 1 6 2.75 2.75 171601405 60 6L 6 44.37 678 Y 120 1 6 1 6 2.75 2.75 171601406 60 6L 6 40.4 654 Y 120 1 6 1 6 2.75 2.75 171601407 60 6L 6 0 782 Y 120 1 6 1 6 2.75 2.75 171601408 60 6L 6 0 688 Y 120 1 6 1 6 2.75 2.75 171601409 60 6L 6 11.81 677 Y 120 1 6 1 6 2.75 2.75 171601410 60 6L 6 34.99 659 Y 120 1 6 1 6 2.75 2.75 171601411 60 6L 6 34.42 673 Y 120 1 6 1 6 2.75 2.75 171601412 60 6L 6 44.17 667 Y 120 1 6 1 6 2.75 2.75 171601413 60 6L 6 47.02 702 Y 120 1 6 1 6 2.75 2.75 171601414 60 6L 6 20.8 675 Y 120 1 6 1 6 2.75 2.75 171601415 60 6L 6 35.51 678 N 0 1 6 1 6 2.75 2.75 171601416 60 6L 6 30.09 660 Y 120 1 6 1 6 2.75 2.75 171601418 60 6L 6 34.29 713 Y 120 1 6 1 6 2.75 2.75 171601420 60 6L 6 0 703 Y 120 1 6 1 6 2.75 2.75 171601421 60 6L 6 0 640 Y 120 1 6 1 6 2.75 2.75 171601422 60 6L 6 43.02 675 Y 120 1 6 1 6 2.75 2.75 171601423 60 6L 6 32.61 663 Y 120 1 6 1 6 2.75 2.75 171601424 84 6L 6 0 747 N 0 1 6 1 6 2.75 2.75 171601426 60 6L 6 0 768 Y 120 1 6 1 6 2.75 2.75 171601427 60 6L 6 0 697 N 0 1 6 1 6 2.75 2.75 171601428 60 6L 6 43.9 643 Y 120 1 6 1 6 2.75 2.75 171601429 60 6L 6 42.62 675 Y 120 1 6 1 6 2.75 2.75 171601430 60 6L 6 39.08 672 Y 120 1 6 1 6 2.75 2.75 171601433 60 6L 6 29.89 724 N 0 1 6 1 6 2.75 2.75 171601434 60 6L 6 11.67 675 Y 120 1 6 1 6 2.75 2.75 171601435 60 6L 6 35.62 666 Y 120 1 6 1 6 2.75 2.75 171601436 60 6L 6 40.7 664 N 0 1 6 1 6 2.75 2.75 171601438 60 6L 6 0 703 N 0 1 6 1 6 2.75 2.75 171601440 60 6L 6 39.11 664 Y 120 1 6 1 6 2.75 2.75 171601441 60 6L 6 0 702 N 0 1 6 1 6 2.75 2.75 171601442 60 6L 6 45 674 Y 120 1 6 1 6 2.75 2.75 171601443 60 6L 6 41.52 700 N 0 1 6 1 6 2.75 2.75 171601444 60 6L 6 45.7 810 Y 120 1 6 1 6 2.75 2.75 171601445 60 6L 6 0 777 Y 120 1 6 1 6 2.75 2.75 171601446 60 6L 6 33.12 665 N 0 1 6 1 6 2.75 2.75 171601447 60 6L 6 33.7 633 Y 120 1 6 1 6 2.75 2.75 171601448 60 6L 6 38.1 802 Y 120 1 6 1 6 2.75 2.75 171601449 60 6L 6 35.61 654 Y 120 1 6 1 6 2.75 2.75 171601450 60 6L 6 31.4 665 Y 120 1 6 1 6 2.75 2.75 171601451 60 6L 6 28.27 675 Y 120 1 6 1 6 2.75 2.75 171601452 60 6L 6 44.06 669 Y 120 1 6 1 6 2.75 2.75 171601453 60 6L 6 40.45 781 Y 120 1 6 1 6 2.75 2.75 171601455 60 6L 6 32.26 806 Y 120 1 6 1 6 2.75 2.75 171601456 60 6L 6 35.56 640 Y 120 1 6 1 6 2.75 2.75 171601458 60 6L 6 39.09 683 N 0 1 6 1 6 2.75 2.75 171601459 60 6L 6 0 807 Y 120 1 6 1 6 3.25 3.25 171601460 60 6L 6 38.68 744 N 0 1 6 1 6 2.75 2.75 171601462 60 6L 6 42.64 648 Y 120 1 6 1 6 2.75 2.75 171601463 60 6L 6 44.6 669 Y 120 1 6 1 6 2.75 2.75 171601464 60 6L 6 40.77 640 N 0 1 6 1 6 2.75 2.75 171601465 60 6L 6 42.85 675 Y 120 1 6 1 6 2.75 2.75 171601467 60 6L 6 38.53 642 Y 120 1 6 1 6 2.75 2.75 171601468 60 6L 6 38.91 662 Y 120 1 6 1 6 2.75 2.75 171601469 60 6L 6 24.21 622 Y 120 1 6 1 6 2.75 2.75 171601470 60 6L 6 42.81 665 Y 120 1 6 1 6 2.75 2.75 171601471 60 6L 6 47.7 735 N 0 1 6 1 6 2.75 2.75 171601474 60 6L 6 0 674 Y 120 1 6 1 6 2.75 2.75 171601475 60 6L 6 42.5 655 Y 120 1 6 1 6 2.75 2.75 171601476 60 6L 6 38.36 733 Y 120 1 6 1 6 2.75 2.75 171601477 60 6L 6 0 674 Y 120 1 6 1 6 2.75 2.75 171601478 60 6L 6 0 649 Y 120 1 6 1 6 2.75 2.75 171601480 60 6L 6 0 701 Y 120 1 6 1 6 2.75 2.75 171601481 60 6L 6 33.8 719 Y 120 1 6 1 6 2.75 2.75 171601483 60 6L 6 31.79 674 Y 120 1 6 1 6 2.75 2.75 171601484 60 6L 6 39.7 670 Y 120 1 6 1 6 2.75 2.75 171601485 60 6L 6 32.4 649 N 0 1 6 1 6 2.75 2.75 171601486 60 6L 6 0 683 Y 120 1 6 1 6 2.75 2.75 171601487 60 6L 6 36.78 657 N 0 1 6 1 6 2.75 2.75 171601488 60 6L 6 0 704 Y 120 1 6 1 6 2.75 2.75 171601489 60 6L 6 0 799 Y 120 1 6 1 6 2.75 2.75 171601490 60 6L 6 38.23 664 N 0 1 6 1 6 2.75 2.75 171601491 60 6L 6 35.9 703 Y 120 1 6 1 6 2.75 2.75 171601492 60 6L 6 41.82 702 Y 120 1 6 1 6 2.75 2.75 171601493 60 6L 6 44.07 626 N 0 1 6 1 6 2.75 2.75 171601494 60 6L 6 42.68 731 Y 120 1 6 1 6 2.75 2.75 171601496 60 6L 6 29.49 674 Y 120 1 6 1 6 2.75 2.75 171601497 60 6L 6 0 742 Y 120 1 6 1 6 2.75 2.75 171601498 60 6L 6 0 703 Y 120 1 6 1 6 2.75 2.75 171601499 60 6L 6 43.1 791 Y 120 1 6 1 6 2.75 2.75 171601500 60 6L 6 0 639 Y 120 1 6 1 6 2.75 2.75 171601501 60 6L 6 32.87 735 Y 120 1 6 1 6 2.75 2.75 171601502 60 6L 6 47.28 666 Y 120 1 6 1 6 2.75 2.75 171601504 60 6L 6 40.84 665 Y 120 1 6 1 6 2.75 2.75 171601505 60 6L 6 0 698 Y 120 1 6 1 6 2.75 2.75 171601506 60 6L 6 0 668 Y 120 1 6 1 6 2.75 2.75 171601507 60 6L 6 0 794 Y 120 1 6 1 6 2.75 2.75 171601508 60 6L 6 0 698 Y 120 1 6 1 6 2.75 2.75 171601509 60 6L 6 0 634 N 0 1 6 1 6 2.75 2.75 171601510 60 6L 6 20.41 788 Y 120 1 6 1 6 2.75 2.75 171601511 60 6L 6 38.9 666 Y 120 1 6 1 6 2.75 2.75 171601514 60 6L 6 47.69 682 N 0 1 6 1 6 2.75 2.75 171601516 60 6L 6 40.09 764 Y 120 1 6 1 6 2.75 2.75 171601518 60 6L 6 38.34 620 Y 120 1 6 1 6 2.75 2.75 171601519 60 6L 6 40.7 637 N 0 1 6 1 6 2.75 2.75 171601520 60 6L 6 32.2 641 Y 120 1 6 1 6 2.75 2.75 171601521 60 6L 6 43.58 673 Y 120 1 6 1 6 2.75 2.75 171601522 60 6L 6 43.63 736 Y 120 1 6 1 6 2.75 2.75 171601523 84 6L 6 0 673 Y 120 1 6 1 6 2.75 2.75 171601524 60 6L 6 38.01 743 Y 120 1 6 1 6 2.75 2.75 171601525 60 6L 6 37.88 741 Y 120 1 6 1 6 2.75 2.75 171601526 60 6L 6 43.8 671 Y 120 1 6 1 6 2.75 2.75 171601527 60 6L 6 41.55 671 Y 120 1 6 1 6 2.75 2.75 171601528 60 6L 6 33.2 683 N 0 1 6 1 6 2.75 2.75 171601530 60 6L 6 0 703 Y 120 1 6 1 6 2.75 2.75 171601532 60 6L 6 44.99 702 Y 120 1 6 1 6 2.75 2.75 171601533 60 6L 6 0 734 N 0 1 6 1 6 2.75 2.75 171601534 60 6L 6 0 701 N 0 1 6 1 6 2.75 2.75 171601536 60 6L 6 43.4 672 Y 120 1 6 1 6 2.75 2.75 171601537 60 6L 6 28.4 676 Y 120 1 6 1 6 2.75 2.75 171601538 60 6L 6 38.4 747 Y 120 1 6 1 6 2.75 2.75 171601539 60 6L 6 38.82 719 Y 120 1 6 1 6 2.75 2.75 171601540 60 6L 6 35.56 678 N 0 1 6 1 6 2.75 2.75 171601541 60 6L 6 0 697 Y 120 1 6 1 6 2.75 2.75 171601542 60 6L 6 44.88 686 Y 120 1 6 1 6 2.75 2.75 171601543 84 6L 6 36.42 676 N 0 1 6 1 6 2.75 2.75 171601544 84 6L 6 33.36 632 Y 120 1 6 1 6 2.75 2.75 171601545 60 6L 6 37.78 697 Y 120 1 6 1 6 2.75 2.75 171601546 60 6L 6 0 716 Y 120 1 6 1 6 2.75 2.75 171601547 36 1Y 12 29.85 773 Y 120 1 5 2 5 2.25 2.25 171601548 60 6L 6 0 769 Y 120 1 6 1 6 2.75 2.75 171601549 60 6L 6 32.94 666 Y 120 1 6 1 6 2.75 2.75 171601550 60 6L 6 38.26 669 Y 120 1 6 1 6 2.75 2.75 171601551 60 6L 6 38.23 739 Y 120 1 6 1 6 2.75 2.75 171601552 60 6L 6 0 712 Y 120 1 6 1 6 2.75 2.75 171601553 60 6L 6 0 726 Y 120 1 6 1 6 2.75 2.75 171601554 60 6L 6 0 744 Y 120 1 6 1 6 2.75 2.75 171601555 60 6L 6 37.7 756 Y 120 1 6 1 6 2.75 2.75 171601556 60 6L 6 39.8 750 Y 120 1 6 1 6 2.75 2.75 171601557 60 6L 6 34.05 649 Y 120 1 6 1 6 2.75 2.75 171601558 60 6L 6 42 731 Y 120 1 6 1 6 2.75 2.75 171601559 60 6L 6 0 745 Y 120 1 6 1 6 2.75 2.75 171601560 60 6L 6 40.07 662 Y 120 1 6 1 6 2.75 2.75 171601561 60 6L 6 25.22 744 Y 120 1 6 1 6 2.75 2.75 171601562 60 6L 6 44.83 636 Y 120 1 6 1 6 2.75 2.75 171601563 60 6L 6 0 718 Y 120 1 6 1 6 2.75 2.75 171601564 60 6L 6 44.6 682 N 0 1 6 1 6 2.75 2.75 171601565 60 6L 6 0 698 Y 120 1 6 1 6 2.75 2.75 171601567 60 6L 6 45.2 762 Y 120 1 6 1 6 2.75 2.75 171601568 60 6L 6 38.4 747 Y 120 1 6 1 6 2.75 2.75 171601569 60 6L 6 0 695 N 0 1 6 1 6 2.75 2.75 171601570 60 1Y 12 37.24 730 Y 120 1 5 2 5 2.25 2.25 171601571 60 1Y 12 45 668 Y 120 1 5 2 5 2.25 2.25 171601572 60 6L 6 12 755 Y 120 1 6 1 6 2.75 2.75 171601573 60 6L 6 41.89 667 N 0 1 6 1 6 2.75 2.75 171601574 60 6L 6 34.51 674 N 0 1 6 1 6 2.75 2.75 171601575 60 6L 6 43.54 727 N 0 1 6 1 6 2.75 2.75 171601576 60 6L 6 0 780 Y 120 1 6 1 6 2.75 2.75 171601577 60 6L 6 14.51 656 N 0 1 6 1 6 2.75 2.75 171601578 60 6L 6 34.88 726 N 0 1 6 1 6 2.75 2.75 171601579 60 6L 6 43 719 Y 120 1 6 1 6 2.75 2.75 171601580 60 6L 6 32.59 704 N 0 1 6 1 6 2.75 2.75 171601581 60 6L 6 41.72 681 Y 120 1 6 1 6 2.75 2.75 171601582 60 6L 6 37.26 758 N 0 1 6 1 6 2.75 2.75 171601583 60 6L 6 39.36 621 Y 120 1 6 1 6 2.75 2.75 171601584 60 6L 6 19.1 0 N 0 1 6 1 6 2.75 2.75 171601585 60 6L 6 42.9 747 Y 120 1 6 1 6 2.75 2.75 171601586 60 6L 6 31.35 673 Y 120 1 6 1 6 2.75 2.75 171601587 60 6L 6 44.26 710 Y 120 1 6 1 6 2.75 2.75 171601588 60 6L 6 30.9 722 N 0 1 6 1 6 2.75 2.75 171601590 60 6L 6 32.8 701 Y 120 1 6 1 6 2.75 2.75 171601591 60 6L 6 32.7 754 Y 120 1 6 1 6 2.75 2.75 171601592 60 6L 6 25.38 662 Y 120 1 6 1 6 2.75 2.75 171601593 60 6L 6 0 766 Y 120 1 6 1 6 2.75 2.75 171601594 60 6L 6 0 649 N 0 1 6 1 6 2.75 2.75 171601595 60 6L 6 34.38 684 Y 120 1 6 1 6 2.75 2.75 171601596 60 6L 6 26.2 755 Y 120 1 6 1 6 2.75 2.75 171601597 60 6L 6 38.09 663 Y 120 1 6 1 6 2.75 2.75 171601598 60 6L 6 0 729 Y 120 1 6 1 6 2.75 2.75 171601599 60 6L 6 23.52 679 Y 120 1 6 1 6 2.75 2.75 171601600 60 6L 6 35.29 669 Y 120 1 6 1 6 2.75 2.75 171601602 60 6L 6 0 740 Y 120 1 6 1 6 2.75 2.75 171601603 60 6L 6 40.67 749 Y 120 1 6 1 6 2.75 2.75 171601604 60 6L 6 42.99 647 Y 120 1 6 1 6 2.75 2.75 171601605 60 6L 6 0 777 Y 120 1 6 1 6 2.75 2.75 171601606 60 6L 6 0 762 N 0 1 6 1 6 2.75 2.75 171601607 60 6L 6 41.3 784 Y 120 1 6 1 6 2.75 2.75 171601608 60 6L 6 47.66 711 Y 120 1 6 1 6 2.75 2.75 171601609 60 6L 6 29.84 624 Y 120 1 6 1 6 2.75 2.75 171601610 60 6L 6 42.01 698 Y 120 1 6 1 6 2.75 2.75 171601611 60 6L 6 41.04 695 Y 120 1 6 1 6 2.75 2.75 171601612 60 6L 6 0 738 Y 120 1 6 1 6 2.75 2.75 171601614 60 6L 6 33.98 658 Y 120 1 6 1 6 2.75 2.75 171601615 60 6L 6 26 725 Y 120 1 6 1 6 2.75 2.75 171601616 60 6L 6 38.9 661 Y 120 1 6 1 6 2.75 2.75 171601617 60 6L 6 0 661 Y 120 1 6 1 6 2.75 2.75 171601618 60 6L 6 43.1 702 Y 120 1 6 1 6 2.75 2.75 171601619 60 6L 6 0 756 Y 120 1 6 1 6 2.75 2.75 171601622 60 6L 6 31.27 627 Y 120 1 6 1 6 2.75 2.75 171601626 60 6L 6 0 736 Y 120 1 6 1 6 2.75 2.75 171601627 60 6L 6 33.42 697 Y 120 1 6 1 6 2.75 2.75 171601629 60 6L 6 0 692 Y 120 1 6 1 6 2.75 2.75 171601630 60 6L 6 39.02 665 Y 120 1 6 1 6 2.75 2.75 171601631 60 6L 6 40.4 752 Y 120 1 6 1 6 2.75 2.75 171601634 60 6L 6 37.5 717 Y 120 1 6 1 6 2.75 2.75 171601635 60 6L 6 0 759 Y 120 1 6 1 6 2.75 2.75 171601636 60 6L 6 36.5 626 Y 120 1 6 1 6 2.75 2.75 171601637 60 6L 6 0 771 N 0 1 6 1 6 2.75 2.75 171601639 60 6L 6 33.9 691 N 0 1 6 1 6 2.75 2.75 171601640 60 6L 6 37.7 685 Y 120 1 6 1 6 2.75 2.75 171601641 60 6L 6 44.46 789 N 0 1 6 1 6 2.75 2.75 171601644 60 6L 6 25.73 668 Y 120 1 6 1 6 2.75 2.75 171601645 60 6L 6 42.85 648 Y 120 1 6 1 6 2.75 2.75 171601646 60 6L 6 21.13 749 Y 120 1 6 1 6 2.75 2.75 171601647 60 6L 6 0 667 Y 120 1 6 1 6 2.75 2.75 171601648 84 6L 6 40.81 661 Y 120 1 6 1 6 2.75 2.75 171601649 60 6L 6 41.9 677 Y 120 1 6 1 6 2.75 2.75 171601650 60 6L 6 0 662 N 0 1 6 1 6 2.75 2.75 171601651 60 6L 6 48.06 671 N 0 1 6 1 6 2.75 2.75 171601652 60 6L 6 40 700 Y 120 1 6 1 6 2.75 2.75 171601653 60 6L 6 0 705 Y 120 1 6 1 6 2.75 2.75 171601654 60 6L 6 0 700 Y 120 1 6 1 6 2.75 2.75 171601655 60 6L 6 45.4 689 Y 120 1 6 1 6 2.75 2.75 171601656 60 6L 6 0 738 Y 120 1 6 1 6 2.75 2.75 171601658 60 6L 6 47 670 Y 120 1 6 1 6 2.75 2.75 171601659 60 6L 6 0 730 N 0 1 6 1 6 2.75 2.75 171601660 60 6L 6 0 660 Y 120 1 6 1 6 2.75 2.75 171601661 60 6L 6 23.61 735 Y 120 1 6 1 6 2.75 2.75 171601662 60 6L 6 23.7 689 Y 120 1 6 1 6 2.75 2.75 171601663 60 6L 6 23.7 689 Y 120 1 6 1 6 2.75 2.75 171601664 60 6L 6 41.45 704 N 0 1 6 1 6 2.75 2.75 171601665 60 6L 6 41.19 647 Y 120 1 6 1 6 2.75 2.75 171601666 60 6L 6 34.54 694 Y 120 1 6 1 6 2.75 2.75 171601668 60 6L 6 30.04 776 Y 120 1 6 1 6 2.75 2.75 171601669 60 6L 6 37.92 708 Y 120 1 6 1 6 3.25 3.25 171601670 60 6L 6 36.81 661 Y 120 1 6 1 6 2.75 2.75 171601671 60 6L 6 28.06 670 Y 120 1 6 1 6 2.75 2.75 171601672 60 6L 6 30.48 664 N 0 1 6 1 6 2.75 2.75 171601673 60 6L 6 41.9 627 Y 120 1 6 1 6 2.75 2.75 171601674 60 6L 6 47.6 698 N 0 1 6 1 6 2.75 2.75 171601675 60 6L 6 44.6 655 Y 120 1 6 1 6 2.75 2.75 171601676 60 6L 6 44.2 709 N 0 1 6 1 6 2.75 2.75 171601677 60 6L 6 38.44 677 Y 120 1 6 1 6 2.75 2.75 171601678 60 6L 6 44.6 690 Y 120 1 6 1 6 2.75 2.75 171601679 60 6L 6 40.92 744 Y 120 1 6 1 6 2.75 2.75 171601680 60 6L 6 43.69 731 Y 120 1 6 1 6 2.75 2.75 171601681 60 6L 6 31.9 778 Y 120 1 6 1 6 2.75 2.75 171601683 60 6L 6 40.87 742 Y 120 1 6 1 6 2.75 2.75 171601684 60 6L 6 35.33 733 Y 120 1 6 1 6 2.75 2.75 171601685 60 6L 6 40.37 689 Y 120 1 6 1 6 2.75 2.75 171601687 60 6L 6 42.82 651 Y 120 1 6 1 6 2.75 2.75 171601688 60 6L 6 0 680 Y 120 1 6 1 6 2.75 2.75 171601689 60 6L 6 0 715 Y 120 1 6 1 6 2.75 2.75 171601690 60 6L 6 36.39 681 Y 120 1 6 1 6 2.75 2.75 171601691 60 6L 6 40.6 727 Y 120 1 6 1 6 2.75 2.75 171601692 60 6L 6 35.7 775 Y 120 1 6 1 6 2.75 2.75 171601693 60 6L 6 27.31 664 Y 120 1 6 1 6 2.75 2.75 171601694 60 6L 6 26.27 772 Y 120 1 6 1 6 2.75 2.75 171601695 60 6L 6 47.34 623 Y 120 1 6 1 6 2.75 2.75 171601696 60 6L 6 0 717 Y 120 1 6 1 6 2.75 2.75 171601697 60 6L 6 31.8 650 Y 120 1 6 1 6 2.75 2.75 171601699 60 6L 6 0 713 N 0 1 6 1 6 2.75 2.75 171601700 60 6L 6 42.68 715 N 0 1 6 1 6 2.75 2.75 171601701 60 6L 6 42.7 706 Y 120 1 6 1 6 2.75 2.75 171601702 60 6L 6 36.81 670 Y 120 1 6 1 6 2.75 2.75 171601703 60 6L 6 0 673 Y 120 1 6 1 6 2.75 2.75 171601704 60 6L 6 0 720 Y 120 1 6 1 6 2.75 2.75 171601705 60 6L 6 33.1 670 Y 120 1 6 1 6 2.75 2.75 171601706 60 6L 6 40.52 707 Y 120 1 6 1 6 2.75 2.75 171601707 60 6L 6 0 706 Y 120 1 6 1 6 2.75 2.75 171601708 60 6L 6 32.76 702 Y 120 1 6 1 6 2.75 2.75 171601709 60 6L 6 32.71 700 Y 120 1 6 1 6 2.75 2.75 171601710 60 6L 6 39.91 713 Y 120 1 6 1 6 2.75 2.75 171601712 84 6L 6 0 729 Y 120 1 6 1 6 2.75 2.75 171601714 60 6L 6 42.41 748 N 0 1 6 1 6 2.75 2.75 171601715 60 6L 6 38.46 737 Y 120 1 6 1 6 2.75 2.75 171601716 60 6L 6 42.67 744 N 0 1 6 1 6 2.75 2.75 171601717 60 6L 6 0 667 Y 120 1 6 1 6 2.75 2.75 171601718 60 6L 6 36.75 691 Y 120 1 6 1 6 2.75 2.75 171601719 60 6L 6 34.15 675 N 0 1 6 1 6 2.75 2.75 171601720 60 6L 6 19.35 692 Y 120 1 6 1 6 2.75 2.75 171601721 60 6L 6 38.5 671 Y 120 1 6 1 6 2.75 2.75 171601722 60 6L 6 0 706 Y 120 1 6 1 6 2.75 2.75 171601723 60 6L 6 37.59 669 Y 120 1 6 1 6 2.75 2.75 171601724 60 6L 6 37.24 759 Y 120 1 6 1 6 2.75 2.75 171601725 60 6L 6 48.4 665 Y 120 1 6 1 6 2.75 2.5 171601726 60 6L 6 19.4 643 N 0 1 6 1 6 2.75 2.75 171601730 60 6L 6 44.56 663 Y 120 1 6 1 6 2.75 2.75 171601731 60 6L 6 27.94 703 Y 120 1 6 1 6 2.75 2.75 171601732 60 6L 6 40.63 667 Y 120 1 6 1 6 2.75 2.75 171601733 60 6L 6 35.5 649 Y 60 1 6 1 6 2.75 2.75 171601734 60 6L 6 35.05 723 Y 120 1 6 1 6 2.75 2.75 171601735 60 6L 6 39.78 622 Y 120 1 6 1 6 2.75 2.75 171601736 60 6L 6 0 711 Y 120 1 6 1 6 2.75 2.75 171601737 60 6L 6 35.95 632 Y 120 1 6 1 6 2.75 2.75 171601738 60 6L 6 0 661 Y 120 1 6 1 6 2.75 2.75 171601739 60 6L 6 43.27 632 Y 120 1 6 1 6 2.75 2.75 171601740 60 6L 6 0 714 Y 120 1 6 1 6 2.75 2.75 171601741 60 6L 6 0 804 Y 120 1 6 1 6 2.75 2.75 171601742 60 6L 6 0 728 Y 120 1 6 1 6 2.75 2.75 171601744 60 6L 6 38.56 664 N 0 1 6 1 6 2.75 2.75 171601745 60 6L 6 28.8 660 Y 120 1 6 1 6 2.75 2.75 171601746 60 6L 6 38.74 712 Y 120 1 6 1 6 2.75 2.75 171601747 60 6L 6 26.1 767 Y 120 1 6 1 6 2.75 2.75 171601748 60 6L 6 47 684 Y 120 1 6 1 6 2.75 2.75 171601750 60 6L 6 38.96 628 Y 120 1 6 1 6 2.75 2.75 171601751 60 6L 6 34.94 651 Y 120 1 6 1 6 2.75 2.75 171601752 60 6L 6 39 749 Y 120 1 6 1 6 2.75 2.75 171601753 60 6L 6 40.71 735 Y 120 1 6 1 6 2.75 2.75 171601754 60 6L 6 0 732 Y 120 1 6 1 6 2.75 2.75 171601755 60 6L 6 38.9 671 Y 120 1 6 1 6 2.75 2.75 171601756 60 6L 6 26.82 725 N 0 1 6 1 6 2.75 2.75 171601757 60 6L 6 44.5 634 Y 120 1 6 1 6 2.75 2.75 171601758 60 6L 6 0 726 Y 120 1 6 1 6 2.75 2.75 171601759 60 6L 6 0 683 Y 120 1 6 1 6 2.75 2.75 171601760 60 6L 6 0 715 Y 120 1 6 1 6 2.75 2.75 171601761 60 6L 6 27.76 626 N 0 1 6 1 6 2.75 2.75 171601762 60 6L 6 42.58 659 N 0 1 6 1 6 2.75 2.75 171601763 60 6L 6 44.4 644 Y 120 1 6 1 6 2.75 2.75 171601764 60 6L 6 23.1 666 Y 120 1 6 1 6 2.75 2.75 171601765 60 6L 6 0 721 Y 120 1 6 1 6 2.75 2.75 171601766 60 6L 6 41.94 678 Y 120 1 6 1 6 2.75 2.75 171601767 60 6L 6 0 704 Y 120 1 6 1 6 2.75 2.75 171601768 60 6L 6 0 660 Y 120 1 6 1 6 2.75 2.75 171601769 60 6L 6 52.7 642 Y 120 1 6 1 6 2.75 2.75 171601770 60 6L 6 31.1 711 Y 120 1 6 1 6 2.75 2.75 171601771 60 6L 6 30.67 674 Y 120 1 6 1 6 2.75 2.75 171601772 60 6L 6 46.71 641 Y 120 1 6 1 6 2.75 2.75 171601773 60 6L 6 45.88 734 N 0 1 6 1 6 2.75 2.75 171601775 60 6L 6 48.6 762 N 0 1 6 1 6 3.375 3.375 171601776 60 6L 6 29.37 708 Y 120 1 6 1 6 2.75 2.75 171601777 60 6L 6 33.88 703 Y 120 1 6 1 6 2.75 2.75 171601778 60 6L 6 0 666 N 0 1 6 1 6 2.75 2.75 171601779 60 6L 6 44.49 719 Y 120 1 6 1 6 2.75 2.75 171601780 60 6L 6 0 665 Y 120 1 6 1 6 2.75 2.75 171601781 60 6L 6 42.58 696 N 0 1 6 1 6 2.75 2.75 171601782 60 6L 6 40.7 694 Y 120 1 6 1 6 2.75 2.75 171601783 60 6L 6 16.36 733 Y 120 1 6 1 6 2.75 2.75 171601784 60 6L 6 0 745 Y 120 1 6 1 6 2.75 2.75 171601785 60 6L 6 42.13 628 N 0 1 6 1 6 2.75 2.75 171601788 60 6L 6 43.45 680 Y 120 1 6 1 6 2.75 2.75 171601789 60 6L 6 0 687 Y 120 1 6 1 6 2.75 2.75 171601790 60 6L 6 39.01 737 Y 120 1 6 1 6 2.75 2.75 171601791 60 6L 6 0 681 N 0 1 6 1 6 2.75 2.75 171601792 60 6L 6 42.58 648 Y 120 1 6 1 6 2.75 2.75 171601793 60 6L 6 47.8 720 Y 120 1 6 1 6 2.75 2.75 171601796 60 6L 6 42.29 728 N 0 1 6 1 6 2.75 2.75 171601798 60 6L 6 0 630 N 0 1 6 1 6 5.25 5.25 171601799 60 6L 6 42.03 668 Y 120 1 6 1 6 2.75 2.75 171601800 60 6L 6 26.71 671 N 0 1 6 1 6 2.75 2.75 171601801 60 6L 6 38.66 677 Y 120 1 6 1 6 2.75 2.75 171601802 60 6L 6 42.89 676 Y 120 1 6 1 6 2.75 2.75 171601803 60 6L 6 25.43 697 Y 120 1 6 1 6 2.75 2.75 171601804 60 6L 6 43.43 699 Y 120 1 6 1 6 2.75 2.75 171601805 84 6L 6 43.25 670 Y 120 1 6 1 6 2.75 2.75 171601807 60 6L 6 33.8 723 Y 120 1 6 1 6 2.75 2.75 171601808 60 6L 6 40.7 680 Y 120 1 6 1 6 2.75 2.75 171601810 60 6L 6 0 801 N 0 1 6 1 6 2.75 2.75 171601811 60 6L 6 34.05 636 Y 120 1 6 1 6 2.75 2.75 171601812 60 6L 6 44.39 675 Y 120 1 6 1 6 2.75 2.75 171601813 60 6L 6 36.25 710 Y 120 1 6 1 6 2.75 2.75 171601815 60 6L 6 0 731 Y 120 1 6 1 6 2.75 2.75 171601816 60 6L 6 43.77 741 Y 120 1 6 1 6 2.75 2.75 171601817 60 6L 6 0 673 Y 120 1 6 1 6 2.75 2.75 171601818 60 6L 6 0 673 Y 120 1 6 1 6 2.75 2.75 171601819 60 6L 6 0 710 Y 120 1 6 1 6 2.75 2.75 171601820 60 6L 6 0 662 Y 120 1 6 1 6 2.75 2.75 171601821 60 6L 6 38.5 669 Y 120 1 6 1 6 2.75 2.75 171601822 60 6L 6 42.22 713 Y 120 1 6 1 6 2.75 2.75 171601823 60 6L 6 32.43 701 Y 120 1 6 1 6 2.75 2.75 171601824 60 6L 6 32.1 730 Y 120 1 6 1 6 2.75 2.75 171601826 60 6L 6 42.21 770 Y 120 1 6 1 6 2.75 2.75 171601828 60 6L 6 40.5 658 Y 120 1 6 1 6 2.75 2.75 171601829 60 6L 6 38.3 694 Y 120 1 6 1 6 2.75 2.75 171601830 60 6L 6 23.42 661 N 0 1 6 1 6 2.75 2.75 171601831 60 6L 6 41.72 750 Y 120 1 6 1 6 2.75 2.75 171601832 60 6L 6 41.62 713 Y 120 1 6 1 6 2.75 2.75 171601833 60 6L 6 0 801 Y 120 1 6 1 6 2.75 2.75 171601834 60 6L 6 26.8 748 N 0 1 6 1 6 2.75 2.75 171601835 60 6L 6 38.3 694 Y 120 1 6 1 6 2.75 2.75 171601836 60 6L 6 38.65 670 Y 120 1 6 1 6 2.75 2.75 171601837 60 6L 6 0 780 Y 120 1 6 1 6 2.75 2.75 171601839 60 6L 6 19.6 0 N 0 1 6 1 6 2.75 2.75 171601840 60 6L 6 30.16 740 Y 120 1 6 1 6 2.75 2.75 171601841 60 6L 6 38.59 696 Y 120 1 6 1 6 2.75 2.75 171601842 60 6L 6 31.7 681 Y 120 1 6 1 6 2.75 2.75 171601843 60 6L 6 45.31 690 Y 120 1 6 1 6 2.75 2.75 171601844 60 6L 6 40.66 704 Y 120 1 6 1 6 2.75 2.75 171601845 60 6L 6 30.95 670 Y 120 1 6 1 6 2.75 2.75 171601846 60 6L 6 25.19 736 Y 120 1 6 1 6 2.75 2.75 171601847 60 6L 6 30.23 757 N 0 1 6 1 6 2.75 2.75 171601848 60 6L 6 36.03 695 Y 120 1 6 1 6 2.75 2.75 171601850 60 6L 6 24.76 715 N 0 1 6 1 6 2.75 2.75 171601852 60 6L 6 52.1 785 Y 120 1 6 1 6 2.75 2.75 171601853 60 6L 6 0 674 Y 120 1 6 1 6 2.75 2.75 171601855 60 6L 6 0 741 Y 120 1 6 1 6 2.75 2.75 171601856 60 6L 6 41.85 663 Y 120 1 6 1 6 2.75 2.75 171601858 60 6L 6 0 748 Y 120 1 6 1 6 2.75 2.75 171601860 60 6L 6 0 785 Y 120 1 6 1 6 2.75 2.75 171601862 60 6L 6 0 704 Y 120 1 6 1 6 2.75 2.75 171601863 60 6L 6 39 662 N 0 1 6 1 6 2.75 2.75 171601865 60 6L 6 40.48 704 N 0 1 6 1 6 2.75 2.75 171601866 60 6L 6 43.59 687 Y 120 1 6 1 6 2.75 2.75 171601867 60 6L 6 0 660 Y 120 1 6 1 6 2.75 2.75 171601868 60 6L 6 39.87 813 N 0 1 6 1 6 2.75 2.75 171601869 60 6L 6 24.9 683 N 0 1 6 1 6 2.75 2.75 171601870 60 6L 6 22.88 728 Y 120 1 6 1 6 2.75 2.75 171601871 60 6L 6 0 744 Y 120 1 6 1 6 2.75 2.75 171601873 60 6L 6 0 695 Y 120 1 6 1 6 2.75 2.75 171601874 60 6L 6 36.55 672 N 0 1 6 1 6 2.75 2.75 171601875 60 6L 6 39.13 755 Y 120 1 6 1 6 2.75 2.75 171601876 60 6L 6 35.75 732 Y 120 1 6 1 6 2.75 2.75 171601877 60 6L 6 0 728 Y 120 1 6 1 6 2.75 2.75 171601878 60 6L 6 18.01 726 Y 120 1 6 1 6 2.75 2.75 171601880 60 6L 6 48.61 720 N 0 1 6 1 6 2.75 2.75 171601882 60 6L 6 39.61 745 Y 120 1 6 1 6 2.75 2.75 171601883 60 6L 6 0 663 Y 120 1 6 1 6 2.75 2.75 171601884 60 6L 6 43.13 660 Y 120 1 6 1 6 2.75 2.75 171601885 60 6L 6 0 745 Y 120 1 6 1 6 2.75 2.75 171601888 60 6L 6 0 689 Y 120 1 6 1 6 2.75 2.75 171601890 60 6L 6 7.09 729 N 0 1 6 1 6 2.75 2.75 171601892 60 6L 6 41.97 735 Y 120 1 6 1 6 2.75 2.75 171601893 60 6L 6 38.58 722 Y 120 1 6 1 6 2.75 2.75 171601894 60 6L 6 0 727 N 0 1 6 1 6 2.75 2.75 171601896 60 6L 6 12 755 Y 120 1 6 1 6 2.75 2.75 171601897 60 6L 6 40.26 691 Y 120 1 6 1 6 2.75 2.75 171601898 60 6L 6 41.97 690 Y 120 1 6 1 6 2.75 2.75 171601899 84 6L 6 32.4 720 Y 120 1 6 1 6 2.75 2.75 171601902 60 6L 6 41.93 690 Y 120 1 6 1 6 3.625 3.625 171601905 60 6L 6 0 722 Y 120 1 6 1 6 2.75 2.75 171601906 60 6L 6 0 806 Y 120 1 6 1 6 2.75 2.75 171601907 60 6L 6 43 665 Y 120 1 6 1 6 2.75 2.75 171601909 84 6L 6 29.16 676 Y 120 1 6 1 6 2.75 2.75 171601910 60 6L 6 29.69 661 Y 120 1 6 1 6 2.75 2.75 171601911 60 6L 6 0 681 Y 120 1 6 1 6 2.75 2.75 171601912 60 6L 6 0 751 Y 120 1 6 1 6 2.75 2.75 171601913 60 6L 6 0 722 Y 120 1 6 1 6 2.75 2.75 171601914 84 6L 6 45.5 682 Y 120 1 6 1 6 3.625 3.625 171601915 60 6L 6 28.9 750 Y 120 1 6 1 6 2.75 2.75 171601916 60 6L 6 36.42 677 Y 120 1 6 1 6 2.75 2.75 171601917 60 6L 6 0 690 Y 120 1 6 1 6 2.75 2.75 171601920 60 6L 6 0 698 Y 120 1 6 1 6 2.75 2.75 171601921 60 6L 6 0 804 Y 120 1 6 1 6 2.75 2.75 171601922 60 6L 6 34.42 708 N 0 1 6 1 6 2.75 2.75 171601923 60 6L 6 38.6 661 N 0 1 6 1 6 2.75 2.75 171601924 60 6L 6 0 698 Y 120 1 6 1 6 2.75 2.75 171601925 60 6L 6 0 700 Y 120 1 6 1 6 2.75 2.75 171601926 60 6L 6 49.8 686 Y 120 1 6 1 6 2.75 2.75 171601927 60 6L 6 0 754 Y 120 1 6 1 6 2.75 2.75 171601928 60 6L 6 0 689 Y 120 1 6 1 6 2.75 2.75 171601929 60 6L 6 0 794 Y 120 1 6 1 6 2.75 2.75 171601930 60 6L 6 0 722 Y 120 1 6 1 6 2.75 2.75 171601931 60 6L 6 41 650 N 0 1 6 1 6 2.75 2.75 171601932 60 6L 6 38.4 774 Y 120 1 6 1 6 2.75 2.75 171601933 60 6L 6 42.04 719 N 0 1 6 1 6 2.75 2.75 171601934 60 6L 6 0 694 Y 120 1 6 1 6 2.75 2.75 171601936 60 6L 6 42.74 658 Y 120 1 6 1 6 2.75 2.75 171601938 60 6L 6 30.58 670 N 0 1 6 1 6 2.75 2.75 171601940 60 6L 6 39.6 666 Y 120 1 6 1 6 2.75 2.75 171601941 60 6L 6 42.63 670 Y 120 1 6 1 6 2.75 2.75 171601943 60 6L 6 36.66 697 N 0 1 6 1 6 2.75 2.75 171601945 60 6L 6 39.65 761 Y 120 1 6 1 6 2.75 2.75 171601946 60 6L 6 0 738 Y 120 1 6 1 6 2.75 2.75 171601947 60 6L 6 35.22 721 Y 120 1 6 1 6 2.75 2.75 171601948 60 6L 6 35.64 681 Y 120 1 6 1 6 2.75 2.75 171601949 60 1Y 12 48.02 688 Y 120 1 5 2 5 2.25 2.25 171601950 60 6L 6 33.3 671 Y 120 1 6 1 6 2.75 2.75 171601951 60 6L 6 35.2 814 N 0 1 6 1 6 2.75 2.75 171601952 60 6L 6 39.8 736 N 0 1 6 1 6 2.75 2.75 171601953 60 6L 6 36.51 682 Y 120 1 6 1 6 2.75 2.75 171601954 60 6L 6 0 740 Y 120 1 6 1 6 2.75 2.75 171601955 60 6L 6 41.8 741 N 0 1 6 1 6 2.75 2.75 171601956 60 6L 6 33.38 682 N 0 1 6 1 6 2.75 2.75 171601957 60 6L 6 32.53 634 N 0 1 6 1 6 2.75 2.75 171601958 60 6L 6 48.32 772 Y 120 1 6 1 6 2.75 2.75 171601959 60 6L 6 46.28 683 Y 120 1 6 1 6 2.75 2.75 171601960 60 6L 6 22.03 674 Y 120 1 6 1 6 2.75 2.75 171601961 60 6L 6 44.19 671 Y 120 1 6 1 6 2.75 2.75 171601963 60 6L 6 40.6 667 Y 120 1 6 1 6 2.75 2.75 171601964 60 6L 6 38.01 644 Y 120 1 6 1 6 2.75 2.75 171601965 60 6L 6 23.5 739 Y 120 1 6 1 6 2.75 2.75 171601966 60 6L 6 36.64 670 N 0 1 6 1 6 2.75 2.75 171601967 60 6L 6 0 648 Y 120 1 6 1 6 2.75 2.75 171601969 60 6L 6 35.7 691 Y 120 1 6 1 6 2.75 2.75 171601970 60 6L 6 37.5 691 Y 120 1 6 1 6 2.75 2.75 171601971 60 6L 6 42.82 651 N 0 1 6 1 6 2.75 2.75 171601972 60 6L 6 33.08 683 N 0 1 6 1 6 2.75 2.75 171601973 60 6L 6 34.3 653 Y 120 1 6 1 6 2.75 2.75 171601974 60 6L 6 0 753 Y 120 1 6 1 6 2.75 2.75 171601975 60 6L 6 36.3 662 N 0 1 6 1 6 2.75 2.75 171601976 60 6L 6 24.5 706 Y 120 1 6 1 6 2.75 2.75 171601977 60 6L 6 40.4 689 Y 120 1 6 1 6 2.75 2.75 171602730 84 6L 6 38.3 700 Y 120 1 5 1 5 2.5 2.5 171602734 60 6L 6 54.6 640 Y 120 1 5 1 5 3.375 3.375 171603144 60 6L 6 34.7 707 Y 60 1 5 1 5 2.875 2.875 171603146 60 6L 6 49.2 749 Y 60 1 5 1 5 2.25 2.25 171603150 60 6L 6 30.75 679 Y 120 1 5 1 5 2.5 2.5 171603162 60 6L 6 0 746 Y 120 1 5 1 5 2.5 2.5 171603164 60 6L 6 41 668 Y 120 1 5 1 5 2.5 2.5 171603165 60 6L 6 42.1 654 Y 120 1 5 1 5 2.5 2.5 171603166 60 6L 6 34.6 686 Y 120 1 5 1 5 2.5 2.5 171603167 84 6L 6 38.1 680 Y 120 1 5 1 5 2.5 2.5 171611063 60 6L 6 0 678 Y 120 1 6 2 6 3.5 3.5 171611064 60 6L 6 0 710 Y 120 1 6 2 6 3.5 3.5 171611065 60 6L 6 0 668 Y 120 1 6 2 6 3.5 3.5 171611066 60 6L 6 0 652 Y 120 1 6 2 6 3.5 3.5 171611067 60 6L 6 0 709 Y 120 1 6 2 6 4.375 4.375 171611068 60 6L 6 0 705 Y 120 1 6 2 6 4.125 4.125 171611069 60 6L 6 0 641 Y 120 1 6 2 6 3.5 3.5 171611071 60 6L 6 44.4 682 Y 120 1 6 2 6 4.5 4.5 171611072 60 6L 6 0 644 N 0 1 6 2 6 3.5 3.5 171611073 60 6L 6 0 703 Y 120 1 6 2 6 3.5 3.5 171611074 60 6L 6 0 691 N 0 1 6 2 6 3.5 3.5 171611075 60 6L 6 0 740 N 0 1 6 2 6 3.5 3.5 171611076 60 6L 6 0 755 Y 120 1 6 2 6 3.5 3.5 171611077 60 6L 6 0 724 Y 120 1 6 2 6 3.5 3.5 171611078 60 6L 6 0 675 Y 120 1 6 2 6 3.5 3.5 171611079 60 6L 6 0 668 Y 120 1 6 2 6 3.5 3.5 171611081 36 6L 6 32.2 0 Y 120 1 6 2 6 3.5 3.5 171611082 36 6L 6 0 712 N 0 1 6 2 6 4.5 4.5 171611083 60 6L 6 0 661 Y 120 1 6 2 6 3.5 3.5 171611085 60 6L 6 0 779 N 0 1 6 2 6 4.25 4.25 171611087 60 6L 6 0 722 N 0 1 6 2 6 4.375 4.375 171611088 60 6L 6 43.8 711 N 0 1 6 2 6 4.125 4.125 171611089 60 6L 6 0 702 N 0 1 6 2 6 3.5 3.5 171611090 36 6L 6 50 628 N 0 1 6 2 6 3.5 3.5 171611091 36 6L 6 32.6 622 N 0 1 6 2 6 3.5 3.5 171611092 60 6L 6 50.4 639 N 0 1 6 2 6 3.5 3.5 171611093 60 6L 6 0 620 N 0 1 6 2 6 3.5 3.5 171611094 60 6L 6 0 752 Y 120 1 6 2 6 3.5 3.5 171611096 60 6L 6 0 674 Y 120 1 6 2 6 3.5 3.5 171611097 36 6L 6 31.5 720 Y 120 1 6 2 6 3.5 3.5 171611098 36 6L 6 0 669 Y 120 1 6 2 6 3.5 3.5 171611099 60 6L 6 0 762 N 0 1 6 2 6 4.25 4.25 171611100 60 6L 6 0 706 N 0 1 6 2 6 3.5 3.5 171611101 60 6L 6 0 654 Y 120 1 6 2 6 3.5 3.5 171611102 60 6L 6 0 732 Y 120 1 6 2 6 3.5 3.5 171611103 36 6L 6 0 733 Y 120 1 6 2 6 3.5 3.5 171611104 60 6L 6 0 665 N 0 1 6 2 6 3.5 3.5 171611105 36 6L 6 0 685 Y 120 1 6 2 6 3.5 3.5 171611106 36 6L 6 0 724 Y 120 1 6 2 6 3.5 3.5 171611107 60 6L 6 0 632 Y 120 1 6 2 6 3.5 3.5 171611109 60 6L 6 0 775 N 0 1 6 2 6 4.25 4.25 171611110 60 6L 6 0 778 N 0 1 6 2 6 3.5 3.5 171611111 60 6L 6 0 682 N 0 1 6 2 6 4.5 4.5 171611112 36 6L 6 0 749 Y 120 1 6 2 6 3.5 3.5 171611113 36 6L 6 0 697 Y 120 1 6 2 6 3.5 3.5 171611114 60 6L 6 0 681 Y 120 1 6 2 6 3.5 3.5 171611115 60 6L 6 0 684 Y 120 1 6 2 6 3.5 3.5 171611116 36 6L 6 0 778 N 0 1 6 2 6 4.125 4.125 171611117 36 6L 6 0 621 N 0 1 6 2 6 3.5 3.5 171611118 36 6L 6 0 726 Y 120 1 6 2 6 3.5 3.5 171611119 36 6L 6 0 776 Y 120 1 6 2 6 4.25 4.25 171611122 36 6L 6 0 701 Y 120 1 6 2 6 3.5 3.5 171611123 36 6L 6 0 726 Y 120 1 6 2 6 3.5 3.5 171611124 60 6L 6 0 786 Y 120 1 6 2 6 3.5 3.5 171611125 60 6L 6 0 685 Y 120 1 6 2 6 3.5 3.5 171611126 60 6L 6 0 679 Y 120 1 6 2 6 3.5 3.5 171611127 60 6L 6 0 684 Y 120 1 6 2 6 3.5 3.5 171611128 60 6L 6 0 687 Y 120 1 6 2 6 3.5 3.5 171611130 60 6L 6 0 739 N 0 1 6 2 6 3.5 3.5 171611131 60 6L 6 0 633 N 0 1 6 2 6 3.5 3.5 171611132 60 6L 6 0 752 Y 120 1 6 2 6 3.5 3.5 171611133 36 6L 6 0 705 Y 120 1 6 2 6 3.5 3.5 171611134 36 6L 6 0 690 Y 120 1 6 2 6 4.5 4.5 171612453 60 6L 6 25.7 678 Y 60 1 5 1 5 2.5 2.5 171615185 24 6L 6 0 683 Y 120 1 3 1 6 2.75 2.75 171615186 36 6L 6 0 669 N 0 1 3 1 6 2.75 2.75 171615187 36 6L 6 0 749 N 0 1 3 1 6 2.25 2.25 171615188 36 6L 6 40.5 695 N 0 1 3 1 6 2.75 2.75 171615189 36 6L 6 0 696 Y 120 1 3 1 6 2.25 2.25 171615190 36 6L 6 0 683 Y 120 1 3 1 6 2.75 2.75 171615191 36 6L 6 0 678 Y 120 1 3 1 6 2.75 2.75 171615192 36 6L 6 0 676 Y 120 1 3 1 6 2.25 2.25 171615193 36 6L 6 0 752 Y 120 1 3 1 6 2.25 2.25 171615194 36 6L 6 0 779 Y 120 1 3 1 6 2.25 2.25 171615196 36 6L 6 0 709 Y 120 1 3 1 6 3.5 3.5 171615197 36 6L 6 0 737 Y 120 1 3 1 6 2.25 2.25 171615198 36 6L 6 0 750 Y 120 1 3 1 6 2.25 2.25 171615199 60 6L 6 0 634 N 0 1 6 1 6 3.5 3.5 171615200 60 6L 6 0 620 N 0 1 6 1 6 3.75 3.75 171615202 60 6L 6 0 734 Y 120 1 5 1 5 2.25 2.25 171615203 60 6L 6 0 752 Y 120 1 5 1 5 2.25 2.25 171615204 60 6L 6 0 765 Y 120 1 5 1 5 2.25 2.25 171615205 60 6L 6 0 765 Y 120 1 5 1 5 2.25 2.25 171615206 60 6L 6 0 696 Y 120 1 5 1 5 2.75 2.75 171615208 60 6L 6 0 755 Y 120 1 5 1 5 2.25 2.25 171615209 60 6L 6 0 666 Y 120 1 5 1 5 2.75 2.75 171615210 60 6L 6 0 662 Y 120 1 5 1 5 2.75 2.75 171615211 60 6L 6 0 735 Y 120 1 5 1 5 2.25 2.25 171615212 60 6L 6 0 676 Y 120 1 5 1 5 2.75 2.75 171615267 84 6L 6 27.4 661 Y 120 1 5 1 5 2.5 2.5 171616408 60 6L 6 47.81 649 Y 120 1 5 1 5 2.75 2.75 171616409 60 6L 6 32.52 728 Y 120 1 5 1 5 2.75 2.75 171616410 60 6L 6 0 699 Y 120 1 5 1 5 2.75 2.75 171616411 60 6L 6 44.12 676 Y 120 1 5 1 5 2.75 2.75 171616412 60 6L 6 39.26 789 Y 120 1 5 1 5 2.75 2.75 171616413 60 6L 6 37.44 660 Y 120 1 5 1 5 2.75 2.75 171616414 120 6L 6 29.65 683 Y 120 1 5 1 5 2.75 2.75 171616415 60 6L 6 0 724 Y 120 1 5 1 5 2.75 2.75 171616416 60 6L 6 0 661 Y 120 1 5 1 5 2.75 2.75 171616417 60 6L 6 20.75 630 Y 120 1 5 1 5 2.75 2.75 171616419 60 6L 6 46.53 745 Y 120 1 5 1 5 2.75 2.75 171616421 60 6L 6 0 704 Y 60 1 5 1 5 2.5 2.5 171616424 60 6L 6 0 704 Y 60 1 5 1 5 2.5 2.5 171624213 60 6L 6 44.2 682 Y 120 1 5 1 5 2.875 2.875 171624310 84 6L 6 16.1 708 Y 120 1 5 1 5 2.5 2.5 171624385 60 6L 6 33.6 771 Y 60 1 5 1 5 2.75 2.75 171624834 36 6L 6 0 688 Y 120 1 6 2 6 5 5 171624835 36 6L 6 0 688 Y 120 1 6 2 6 5 5 171624837 60 6L 6 0 661 Y 120 1 6 2 6 3.75 3.75 171624838 60 6L 6 0 680 N 0 1 6 2 6 4.375 4.375 171624840 60 6L 6 0 626 Y 120 1 6 2 6 5.625 5.625 171624841 60 6L 6 0 685 Y 120 1 6 2 6 5.5 5.5 171624842 60 6L 6 0 707 Y 120 1 6 2 6 5.125 5.125 171624843 60 6L 6 0 701 Y 120 1 6 2 6 2.75 2.75 171624845 60 6L 6 0 717 Y 120 1 6 2 6 5 5 171624846 60 6L 6 0 725 Y 120 1 6 2 6 2.75 2.75 171624848 60 6L 6 0 766 Y 120 1 6 2 6 4.125 4.125 171624849 60 6L 6 0 766 Y 120 1 6 2 6 4.125 4.125 171624850 60 6L 6 0 766 Y 120 1 6 2 6 4.125 4.125 171624851 60 6L 6 0 766 Y 120 1 6 2 6 3.25 3.25 171624852 60 6L 6 0 765 N 0 1 6 2 6 2.25 2.25 171624853 60 6L 6 45.57 644 Y 120 1 6 2 6 4.5 4.5 171624854 60 6L 6 30 645 Y 120 1 6 2 6 6 6 171624855 60 6L 6 24.1 636 Y 120 1 6 2 6 4.375 4.375 171624856 60 6L 6 19.52 745 Y 120 1 6 2 6 3.25 3.25 171624857 60 6L 6 19.37 745 Y 120 1 6 2 6 3.25 3.25 171624858 60 6L 6 43.33 770 Y 120 1 6 2 6 5.25 5.25 171624860 60 6L 6 17.19 651 N 0 1 5 1 5 2.25 2.25 171624861 60 6L 6 30 630 N 0 1 5 1 5 2.25 2.25 171624862 60 6L 6 30 645 Y 120 1 6 2 6 2.75 2.75 171624864 60 6L 6 31.16 671 Y 120 1 5 1 5 2.25 2.25 171624865 60 6L 6 37.88 672 Y 120 1 5 1 5 2.25 2.25 171624868 60 6L 6 30 695 Y 120 1 5 1 5 2.25 2.5 171624869 60 6L 6 30 712 Y 120 1 5 1 5 2.25 3.5 171624870 60 6L 6 16.08 715 Y 120 1 5 1 5 2.25 2.25 171624871 60 6L 6 19.36 754 Y 120 1 6 2 6 2.75 2.75 171624873 60 6L 6 20.96 761 Y 120 1 6 2 6 3.25 3.25 171624874 60 6L 6 23.29 772 Y 120 1 6 2 6 5.25 5.25 171624875 60 6L 6 29.12 800 Y 120 1 6 2 6 3.25 3.25 171624876 60 6L 6 23.51 774 Y 120 1 5 1 5 2.25 2.25 171624877 60 6L 6 35 629 N 0 1 6 2 6 4.875 4.875 171624880 60 6L 6 46.28 678 N 0 1 6 2 6 3.25 3.25 171624881 60 6L 6 38.81 714 Y 120 1 6 2 6 2.75 2.75 171624882 60 6L 6 35.32 728 Y 120 1 6 2 6 2.25 2.25 171624883 60 6L 6 35 775 Y 120 1 6 2 6 4.5 4.5 171624884 60 6L 6 35 625 Y 120 1 6 2 6 5.125 5.125 171624885 60 6L 6 33.96 645 Y 120 1 6 2 6 3.25 3.25 171624886 60 6L 6 35 645 Y 120 1 5 1 5 2.25 2.25 171624888 60 6L 6 33.74 643 Y 120 1 6 2 6 4.5 4.5 171624890 60 6L 6 43.88 657 Y 120 1 6 2 6 2.75 2.75 171624891 60 6L 6 29.2 697 Y 120 1 5 1 5 2.25 2.25 171624892 60 6L 6 32.2 706 Y 120 1 5 1 5 2.25 2.25 171624894 60 6L 6 33.47 736 Y 120 1 5 1 5 2.25 2.25 171624895 60 6L 6 35 749 Y 120 1 6 2 6 2.25 2.25 171624896 60 6L 6 17.3 724 Y 120 1 5 1 5 2.25 2.25 171624897 60 6L 6 24.17 800 N 0 1 6 2 6 4.875 4.875 171624898 60 6L 6 31.42 774 Y 120 1 5 1 5 2.25 2.25 171624900 24 6L 6 46.09 724 Y 120 1 6 2 6 5 5 171624901 60 1Y 12 40 751 Y 60 1 5 2 5 2.25 2.25 171624902 60 6L 6 39.6 621 Y 120 1 6 2 6 6 6 171624903 60 6L 6 36.2 626 Y 120 1 6 2 6 5.5 5.5 171624905 60 6L 6 40.55 638 Y 120 1 6 2 6 5.625 5.625 171624907 60 6L 6 40 645 Y 120 1 5 1 5 2.25 2.25 171624908 60 6L 6 40 676 Y 120 1 6 2 6 2 2 171624909 60 6L 6 40 675 Y 120 1 5 1 5 2.25 3.125 171624911 60 6L 6 34.76 722 Y 120 1 5 1 5 2.25 2.25 171624913 60 6L 6 36.01 772 Y 120 1 6 2 6 3.25 3.25 171624917 60 6L 6 35.16 636 N 0 1 6 2 6 5.75 5.75 171624918 60 6L 6 40.25 647 Y 120 1 6 2 6 4.125 4.125 171624921 60 6L 6 40 675 Y 120 1 5 1 5 2.25 3.125 171624922 60 6L 6 37.86 689 Y 120 1 5 1 5 2.25 2.25 171624923 60 6L 6 40 685 Y 120 1 5 1 5 2.25 3 171624924 60 6L 6 39.61 695 Y 120 1 6 2 6 4.25 4.25 171624925 60 6L 6 38.61 693 N 0 1 6 2 6 2.25 2.25 171624928 60 6L 6 37.1 695 Y 120 1 6 2 6 5 5 171624929 60 6L 6 48.85 710 Y 120 1 5 1 5 2.25 2.25 171624930 60 6L 6 40 715 Y 120 1 5 1 5 2.25 3.125 171624931 60 6L 6 40 745 Y 120 1 6 2 6 4 4 171624932 60 6L 6 44.42 775 N 0 1 5 1 5 2.25 2.25 171624933 60 6L 6 28.25 800 N 0 1 6 2 6 2.75 2.75 171624934 60 6L 6 40 785 Y 120 1 5 1 5 2.25 3.25 171624935 60 6L 6 39.87 676 Y 120 1 5 1 5 2.25 2.75 171624937 60 6L 6 44.12 671 Y 120 1 6 2 6 4.5 4.5 171624938 36 6L 6 45.18 635 Y 120 1 6 2 6 5 5 171624939 36 6L 6 42.3 667 Y 120 1 6 2 6 5 5 171624940 36 6L 6 39.75 706 Y 120 1 6 2 6 5 5 171624942 60 6L 6 45 625 Y 120 1 5 1 5 2.25 2.75 171624943 60 6L 6 53.61 654 Y 120 1 5 1 5 2.25 2.25 171624944 60 6L 6 45 665 Y 120 1 6 2 6 2.25 2.25 171624945 60 6L 6 42.89 662 Y 120 1 5 1 5 2.25 2.25 171624946 60 6L 6 45 675 Y 120 1 6 2 6 5 5 171624947 60 6L 6 45.43 685 N 0 1 6 2 6 4.375 4.375 171624948 60 6L 6 45 685 Y 120 1 6 2 6 3.25 3.25 171624949 60 6L 6 45 695 N 0 1 5 1 5 2.25 2.875 171624950 60 6L 6 44.14 717 Y 120 1 6 2 6 3.25 3.25 171624951 60 6L 6 45 725 Y 120 1 5 1 5 2.25 2.25 171624952 60 6L 6 25.25 733 Y 120 1 6 2 6 2.25 2.25 171624954 60 6L 6 45 625 Y 120 1 6 2 6 4.25 4.25 171624955 60 6L 6 38.72 649 Y 120 1 6 2 6 5.75 5.75 171624956 60 6L 6 35.13 635 Y 120 1 6 2 6 5.625 5.625 171624957 60 6L 6 44.71 636 N 0 1 6 2 6 4.75 4.75 171624958 60 6L 6 44.25 648 Y 120 1 6 2 6 2.75 2.75 171624959 60 6L 6 43.16 640 Y 120 1 6 2 6 5.625 5.625 171624960 60 6L 6 44.63 644 N 0 1 6 2 6 5.375 5.375 171624961 60 6L 6 42.35 668 Y 120 1 5 1 5 2.25 2.25 171624963 60 6L 6 32.02 667 Y 120 1 5 1 5 2.25 2.25 171624964 60 6L 6 39.08 705 Y 120 1 5 1 5 2.25 2.25 171624965 60 6L 6 35.69 684 Y 120 1 6 2 6 4.875 4.875 171624966 60 6L 6 41.58 680 Y 120 1 6 2 6 2.75 2.75 171624967 60 6L 6 25.14 692 Y 120 1 5 1 5 2.25 2.25 171624968 60 6L 6 42.33 691 Y 120 1 6 2 6 3.25 3.25 171624970 60 6L 6 41.27 708 Y 120 1 5 1 5 2.25 2.25 171624971 60 6L 6 45 705 Y 120 1 5 1 5 2.25 2.25 171624972 60 6L 6 38.91 724 Y 120 1 6 2 6 3.25 3.25 171624973 60 6L 6 43.59 732 Y 120 1 6 2 6 2 2 171624974 60 6L 6 39.84 729 Y 120 1 6 2 6 2.75 2.75 171624975 60 6L 6 44.79 720 Y 120 1 6 2 6 3.25 3.25 171624976 60 6L 6 45 755 Y 120 1 5 1 5 2.25 2.75 171624977 60 6L 6 28.63 767 Y 120 1 5 1 5 2.25 2.25 171624978 60 6L 6 45 765 Y 120 1 5 1 5 2.25 3.125 171624979 60 6L 6 49.35 629 Y 120 1 5 1 5 2.25 2.25 171624980 60 6L 6 50 635 Y 120 1 5 1 5 2.25 2.25 171624983 60 6L 6 49.2 670 N 0 1 5 1 5 2.25 2.25 171624984 60 6L 6 42.36 688 Y 120 1 5 1 5 2.25 2.25 171624986 60 6L 6 43.88 791 Y 120 1 6 2 6 3.25 3.25 171624987 60 6L 6 45.73 748 Y 120 1 5 1 5 2.25 2.25 171624988 60 6L 6 46.57 770 Y 120 1 6 2 6 2.25 2.25 171624989 60 6L 6 50 662 Y 120 1 6 2 6 4.75 4.75 171624990 60 6L 6 38.56 649 Y 120 1 6 2 6 5.625 5.625 171624991 60 6L 6 50 635 Y 120 1 6 2 6 2.25 2.25 171624993 60 6L 6 47.25 677 Y 120 1 6 2 6 2.25 2.25 171624995 60 6L 6 48.84 699 Y 120 1 6 2 6 4.625 4.625 171624996 60 6L 6 44.49 694 Y 120 1 6 2 6 3.25 3.25 171624997 60 6L 6 37.91 729 Y 120 1 5 1 5 2.25 2.25 171624998 60 6L 6 45.76 743 Y 120 1 5 1 5 2.25 2.25 171625000 60 6L 6 41.23 769 Y 120 1 6 1 6 1 1 171625001 60 6L 6 43.4 786 Y 120 1 6 2 6 1 1 171625003 60 6L 6 60 735 Y 120 1 5 1 5 2.25 2.5 171625004 36 6L 6 0 685 Y 120 1 6 2 6 5 5 171625005 60 6L 6 0 635 Y 120 1 5 1 5 2.25 3.25 171625007 60 6L 6 0 658 Y 120 1 5 1 5 2.25 2.25 171625009 60 6L 6 0 679 Y 120 1 5 1 5 2.25 2.25 171625010 60 6L 6 0 685 Y 120 1 5 1 5 2.25 3.25 171625011 60 6L 6 0 689 Y 120 1 5 1 5 2.25 2.25 171625012 60 6L 6 0 689 Y 120 1 5 1 5 2.25 2.25 171625014 60 6L 6 0 691 Y 120 1 6 2 6 5.75 5.75 171625015 60 6L 6 0 715 Y 120 1 6 2 6 5.25 5.25 171625017 60 6L 6 0 725 Y 120 1 5 1 5 2.25 3.5 171625018 60 6L 6 0 755 Y 120 1 5 1 5 2.25 3 171625019 60 6L 6 0 762 Y 120 1 6 2 6 2.25 2.25 171625020 60 6L 6 0 627 N 0 1 6 2 6 3.25 3.25 171625021 60 6L 6 0 653 N 0 1 6 2 6 5.875 5.875 171625023 60 6L 6 0 659 Y 120 1 5 1 5 2.25 2.25 171625024 60 6L 6 0 657 Y 120 1 6 2 6 2.75 2.75 171625025 60 6L 6 0 671 Y 120 1 6 2 6 2.75 2.75 171625026 60 6L 6 0 675 Y 120 1 5 1 5 2.25 3.5 171625028 60 6L 6 0 710 Y 120 1 5 1 5 2.25 2.25 171625029 60 6L 6 0 716 Y 120 1 6 2 6 5.125 5.125 171625030 60 6L 6 30 716 Y 120 1 5 1 5 2.25 2.25 171625031 60 6L 6 36.63 718 Y 120 1 5 1 5 2.25 2.25 171625034 60 6L 6 0 758 Y 120 1 6 2 6 2.75 2.75 171625036 60 6L 6 0 785 N 0 1 6 2 6 4.625 4.625 171625094 60 6L 6 34.8 641 Y 120 1 5 1 5 2.5 2.5 171634859 60 6L 6 43.19 687 Y 120 1 5 1 5 2.5 2.5 171634865 60 6L 6 0 686 Y 60 1 5 1 5 2.5 2.5 171634873 60 6L 6 44.9 791 Y 120 1 5 1 5 2.625 2.625 171635198 60 6L 6 43.3 654 Y 60 1 5 1 5 2.875 2.875 171635253 60 6L 6 49.6 654 Y 120 1 5 1 5 2.5 2.5 171635254 60 6L 6 0 687 Y 120 1 5 1 5 2.5 2.5 171635257 60 6L 6 49.6 648 Y 120 1 5 1 5 2.625 2.625 171635258 36 6L 6 44.2 760 N 0 1 3 1 5 2.5 2.5 171635259 120 6L 6 39.6 765 Y 120 1 5 1 5 2.5 2.5 171635895 60 6L 6 48.1 796 Y 60 1 5 1 5 2.5 2.5 171636448 60 6L 6 19.1 681 Y 120 1 5 1 5 2.75 2.75 171636558 36 6L 6 0 596 N 0 1 6 2 6 2.25 2.25 171636574 60 6L 6 35.2 665 Y 60 1 5 1 5 2.75 2.75 171639898 60 6L 6 0 676 Y 60 1 5 1 5 2.25 2.25 171639960 60 6L 6 29.28 666 Y 120 1 6 2 6 2.25 2.25 171639961 60 6L 6 29.01 745 Y 120 1 6 2 6 2.25 2.25 171639962 60 6L 6 47.13 666 Y 120 1 6 2 6 2.25 2.25 171639963 60 6L 6 26.36 699 Y 120 1 6 2 6 2.25 2.25 171639964 60 6L 6 39.57 746 Y 120 1 6 2 6 2.25 2.25 171639965 60 6L 6 42.65 745 Y 120 1 6 2 6 2.25 2.25 171639966 60 6L 6 44.02 663 Y 120 1 6 2 6 2.25 2.25 171639967 60 6L 6 29.15 677 Y 120 1 5 1 5 2.25 2.25 171639969 60 6L 6 0 720 Y 120 1 5 1 5 2.25 2.25 171639970 60 6L 6 0 716 Y 120 1 5 1 5 2.25 2.25 171639971 60 6L 6 0 754 Y 120 1 5 1 5 2.25 2.25 171639972 60 6L 6 0 753 Y 120 1 5 1 5 2.25 2.25 171639973 60 6L 6 0 661 Y 120 1 5 1 5 2.25 2.25 171639974 60 6L 6 49.7 675 Y 120 1 5 1 5 2.25 2.25 171639975 60 6L 6 49.7 687 N 0 1 5 1 5 2.25 2.25 171639976 36 6L 6 53.83 666 N 0 1 2 1 6 2.25 2.25 171639977 60 6L 6 47.03 766 Y 120 1 5 1 5 2.25 2.25 171639978 60 6L 6 47.85 663 Y 120 1 5 1 5 2.25 2.25 171639979 60 6L 6 43.31 703 Y 120 1 5 1 5 2.25 2.25 171639980 60 6L 6 45.44 659 Y 120 1 5 1 5 2.25 2.25 171639981 60 6L 6 46.53 697 Y 120 1 5 1 5 2.25 2.25 171639982 60 6L 6 45.05 0 Y 120 1 5 1 5 2.25 2.25 171639983 60 6L 6 44.95 642 Y 120 1 5 1 5 2.25 2.25 171639984 60 6L 6 49.5 655 Y 120 1 5 1 5 2.25 2.25 171639985 60 6L 6 35.84 757 Y 60 1 3 1 6 3.5 3.5 171639988 60 6L 6 0 704 Y 120 1 5 1 5 3.625 3.625 171639999 60 6L 6 41.1 652 Y 60 1 5 1 5 2.5 2.5 171640001 60 6L 6 42.5 661 Y 120 1 5 1 5 2.5 2.5 171640006 60 6L 6 39.5 662 Y 120 1 5 1 5 2.5 2.5 171640008 60 6L 6 44.5 724 Y 120 1 5 1 5 2.5 2.5 171640120 60 6L 6 30 705 Y 60 1 5 1 5 2.25 2.25 171640121 60 6L 6 35 705 Y 60 1 5 1 5 2.25 2.25 171640122 60 6L 6 50 685 Y 60 1 6 2 6 2.25 2.25 171640123 60 6L 6 39.3 636 Y 120 1 6 2 6 2.25 2.25 171640124 60 6L 6 30 685 N 0 1 6 2 6 2.25 2.25 171640125 60 6L 6 0 710 N 0 1 5 1 5 2.25 2.25 171640127 60 6L 6 30 745 Y 60 1 5 1 5 2.25 2.625 171640128 60 6L 6 0 726 Y 120 1 6 2 6 2.75 2.75 171640129 60 6L 6 0 643 Y 120 1 6 2 6 2.75 2.75 171640133 60 6L 6 45 765 Y 60 1 5 1 5 2.25 2.75 171640134 60 6L 6 46.42 662 Y 120 1 6 2 6 2.75 2.75 171640138 60 6L 6 40 765 Y 60 1 6 2 6 3.25 3.25 171640140 60 6L 6 40 785 Y 60 1 6 2 6 3.25 3.25 171640142 60 6L 6 0 632 Y 120 1 5 1 5 2.25 2.25 171640146 36 6L 6 45 745 Y 60 1 6 2 6 5 5 171640147 60 6L 6 50 745 N 0 1 6 2 6 5 5 171640148 36 6L 6 42.94 658 Y 120 1 6 2 6 5 5 171640149 60 6L 6 40 775 Y 60 1 6 2 6 5 5 171640150 60 6L 6 0 745 N 0 1 5 1 5 2.25 2.25 171640151 60 6L 6 0 785 Y 60 1 6 2 6 2.25 2.25 171640153 60 6L 6 44.77 743 Y 120 1 5 1 5 2.25 2.25 171640154 60 6L 6 47 665 Y 120 1 6 2 6 1 1 171640155 60 6L 6 44.47 686 Y 120 1 5 1 5 2.25 2.25 171640156 60 6L 6 30 685 Y 60 1 6 2 6 2.75 2.75 171640157 60 6L 6 0 745 Y 60 1 6 2 6 2.75 2.75 171640158 60 6L 6 41.75 622 Y 120 1 6 2 6 2.75 2.75 171640159 60 6L 6 30 705 Y 60 1 6 2 6 2.75 2.75 171640160 60 6L 6 35 755 Y 60 1 6 2 6 3.125 3.125 171640161 60 6L 6 35 675 Y 60 1 6 2 6 3.25 3.25 171640162 60 6L 6 40 685 Y 60 1 6 2 6 3.25 3.25 171640163 60 6L 6 40 755 Y 60 1 6 2 6 4.125 4.125 171640164 60 6L 6 40.98 696 Y 120 1 6 2 6 4.25 4.25 171640165 60 6L 6 45 625 Y 60 1 6 2 6 4.25 4.25 171640166 36 6L 6 0 683 Y 120 1 6 2 6 5 5 171640169 60 6L 6 45 745 Y 60 1 6 2 6 2.25 2.25 171640170 60 6L 6 0 765 Y 60 1 5 1 5 2.25 2.25 171640171 60 6L 6 41.4 652 Y 120 1 5 1 5 2.25 2.25 171640173 60 6L 6 45 695 Y 60 1 6 2 6 2.75 2.75 171640175 60 6L 6 0 660 Y 120 1 6 2 6 2.75 2.75 171640177 60 6L 6 0 664 Y 120 1 6 2 6 2.75 2.75 171640178 60 6L 6 40 765 Y 60 1 5 1 5 2.25 2.875 171640179 60 6L 6 0 804 Y 120 1 5 1 5 2.25 2.25 171640180 60 6L 6 29.49 738 Y 120 1 5 1 5 2.25 2.875 171640181 60 6L 6 0 712 Y 120 1 5 1 5 2.25 2.25 171640182 60 6L 6 0 704 Y 120 1 5 1 5 2.25 2.25 171640183 60 6L 6 30 745 Y 60 1 6 2 6 3.25 3.25 171640184 60 6L 6 35 685 Y 60 1 6 2 6 3.25 3.25 171640185 60 6L 6 45 735 N 0 1 6 2 6 3.875 3.875 171640186 60 6L 6 40 755 Y 60 1 6 2 6 4 4 171640187 60 6L 6 0 711 N 0 1 6 2 6 4.5 4.5 171640189 60 6L 6 45 695 Y 60 1 6 2 6 5.25 5.25 171640190 60 6L 6 45 775 Y 60 1 6 2 6 2.25 2.25 171640191 60 6L 6 30 785 Y 60 1 6 2 6 2.75 2.75 171640192 60 6L 6 30 785 Y 60 1 6 2 6 2.75 2.75 171640193 60 6L 6 43.71 716 Y 120 1 5 1 5 2.25 2.25 171640194 60 6L 6 35 785 Y 60 1 6 2 6 3.25 3.25 171640196 60 6L 6 37.38 647 Y 120 1 6 2 6 4.625 4.625 171640197 36 6L 6 0 649 Y 120 1 6 2 6 5 5 171641060 60 6L 6 0 790 Y 60 1 5 1 5 2.5 2.5 171641548 84 6L 6 45.43 678 Y 120 1 6 2 6 2.25 2.25 171641552 84 6L 6 32.73 765 Y 120 1 6 2 6 2.25 2.25 171641555 120 6L 6 43.48 700 Y 120 1 6 2 6 2.25 2.25 171641556 120 6L 6 39.92 740 Y 120 1 6 2 6 2.25 2.25 171641557 120 6L 6 0 808 Y 120 1 6 2 6 2.25 2.25 171641558 84 6L 6 37.43 660 Y 120 1 6 2 6 2.25 2.25 171641559 120 6L 6 15.95 695 Y 120 1 6 2 6 2.25 2.25 171641560 120 6L 6 49.41 740 Y 120 1 6 2 6 2.25 2.25 171641561 84 6L 6 42.36 725 Y 120 1 6 2 6 2.25 2.25 171641562 120 6L 6 36.66 760 Y 120 1 6 2 6 2.25 2.25 171641563 120 6L 6 33.69 757 Y 120 1 6 2 6 2.25 2.25 171641564 120 6L 6 37.56 660 Y 120 1 6 2 6 2.25 2.25 171641565 84 6L 6 41.1 693 Y 120 1 6 2 6 2.25 2.25 171641566 84 6L 6 44.64 714 Y 120 1 6 2 6 2.25 2.25 171641567 120 6L 6 15.58 697 Y 120 1 6 2 6 2.25 2.25 171641569 120 6L 6 38.08 672 Y 120 1 6 2 6 2.25 2.25 171641570 120 6L 6 32.04 687 Y 120 1 6 2 6 2.25 2.25 171641571 120 6L 6 46.65 628 Y 120 1 6 2 6 2.25 2.25 171641572 120 6L 6 44.55 774 Y 120 1 6 2 6 2.25 2.25 171641573 120 6L 6 36.11 723 Y 120 1 6 2 6 2.25 2.25 171641575 120 6L 6 40.75 701 Y 120 1 6 2 6 2.25 2.25 171641577 120 6L 6 36.53 720 N 0 1 6 2 6 2.25 2.25 171641578 84 6L 6 39.54 699 Y 120 1 6 2 6 2.25 2.25 171641579 120 6L 6 0 696 Y 120 1 6 2 6 2.25 2.25 171641580 84 6L 6 39.01 749 Y 120 1 6 2 6 2.25 2.25 171641581 120 6L 6 33.03 679 Y 120 1 6 2 6 2.25 2.25 171641582 120 6L 6 33.03 679 Y 120 1 6 2 6 2.25 2.25 171641583 120 6L 6 31.28 679 Y 120 1 6 2 6 2.25 2.25 171641584 120 6L 6 40.63 688 Y 120 1 6 2 6 2.25 2.25 171641585 120 6L 6 38.69 716 Y 120 1 6 2 6 2.25 2.25 171641586 84 6L 6 0 754 Y 120 1 6 2 6 2.25 2.25 171641587 84 1Y 12 42.01 717 Y 120 1 5 2 5 2.25 2.25 171641588 120 6L 6 30.11 794 Y 120 1 6 2 6 2.25 2.25 171641589 120 6L 6 47.82 755 Y 120 1 6 2 6 2.25 2.25 171641590 120 6L 6 38.16 683 Y 120 1 6 2 6 2.25 2.25 171641591 120 6L 6 47.83 677 Y 120 1 6 2 6 2.25 2.25 171641592 120 6L 6 41.57 763 Y 120 1 6 2 6 2.25 2.25 171641593 120 6L 6 37.65 684 Y 120 1 6 2 6 2.25 2.25 171641594 120 6L 6 39.82 712 Y 120 1 6 2 6 2.25 2.25 171641595 84 6L 6 39.28 703 Y 120 1 6 2 6 2.25 2.25 171641596 120 6L 6 42.88 688 Y 120 1 6 2 6 2.25 2.25 171641597 120 6L 6 39.42 758 Y 120 1 6 2 6 2.25 2.25 171641672 36 6L 6 0 797 N 0 1 3 1 5 2.5 2.5 171641887 60 6L 6 31.7 648 Y 120 1 5 1 5 2.5 2.5 171641888 60 6L 6 38.4 650 Y 120 1 5 1 5 2.5 2.5 171641934 60 6L 6 36.2 703 Y 120 1 5 1 5 2.5 2.5 171641935 60 6L 6 43.8 656 Y 120 1 5 1 5 2.5 2.5 171642802 60 6L 6 26.93 0 N 0 1 6 2 6 2.25 2.25 171642943 120 6L 6 0 695 Y 120 1 5 1 5 2.5 2.5 171643068 60 6L 6 0 701 Y 60 1 5 1 5 2.5 2.5 171643089 60 6L 6 45.4 707 Y 120 1 5 1 5 3.5 3.5 171643090 60 6L 6 47.3 648 Y 120 1 5 1 5 3.75 3.75 171643091 60 6L 6 36.7 622 N 0 1 5 1 5 3.5 3.5 171643092 60 6L 6 52.9 623 Y 120 1 5 1 5 3.75 3.75 171643094 36 6L 6 49.7 774 N 0 1 3 1 6 5.375 5.375 171643095 60 6L 6 44.6 647 Y 120 1 5 1 5 3.5 3.5 171643100 60 6L 6 0 640 Y 120 1 5 1 5 3.5 3.5 171643101 60 6L 6 11.3 672 N 0 1 5 1 5 3.625 3.625 171643102 60 6L 6 0 637 Y 120 1 5 1 5 3.75 3.75 171643103 60 6L 6 46.8 674 Y 120 1 5 1 5 3.5 3.5 171643105 60 6L 6 30.9 688 Y 120 1 5 1 5 3.5 3.5 171643106 60 6L 6 0 692 Y 120 1 5 1 5 3.5 3.5 171643465 60 6L 6 41.2 647 Y 60 1 5 1 5 2.5 2.5 171643467 60 6L 6 34.2 638 Y 60 1 5 1 5 2.5 2.5 171643474 60 6L 6 47.64 721 Y 60 1 5 1 5 2.5 2.5 171644055 60 6L 6 29.2 729 Y 120 1 5 1 5 2.5 2.5 171644464 60 6L 6 36.7 644 Y 60 1 5 1 5 3 3 171644466 60 6L 6 28.6 640 Y 120 1 5 1 5 2.5 2.5 171644467 60 6L 6 43.4 694 Y 120 1 5 1 5 2.5 2.5 171644471 60 6L 6 0 636 Y 120 1 5 1 5 2.5 2.5 171644473 120 1Y 12 47.92 775 Y 120 1 5 2 5 2.25 2.25 171644477 120 6L 6 40.1 685 Y 120 1 6 2 6 2.25 2.25 171644478 120 6L 6 44.56 746 Y 120 1 6 2 6 2.25 2.25 171644479 36 6L 6 41.97 696 Y 120 1 6 2 6 2.25 2.25 171644480 36 6L 6 0 705 Y 120 1 6 2 6 2.25 2.25 171644481 60 1Y 12 37.55 741 Y 60 1 5 2 5 2.25 2.25 171644482 60 1Y 12 30 728 Y 60 1 5 2 5 2.25 2.25 171644483 60 1Y 12 38.63 744 Y 60 1 5 2 5 2.25 2.25 171644484 60 1Y 12 42.63 764 Y 60 1 5 2 5 2.25 2.25 171644485 60 6L 6 37.97 690 N 0 1 6 2 6 2.25 2.25 171644486 60 6L 6 0 698 N 0 1 6 2 6 2.25 2.25 171644487 60 6L 6 45.46 675 Y 120 1 6 2 6 2.25 2.25 171644488 60 6L 6 35.46 725 Y 120 1 6 2 6 2.25 2.25 171644489 60 6L 6 0 728 Y 120 1 6 2 6 2.25 2.25 171644490 60 6L 6 36.54 691 Y 120 1 6 2 6 2.25 2.25 171644491 60 6L 6 38.91 683 Y 120 1 6 2 6 2.25 2.25 171644492 60 6L 6 39.19 776 Y 120 1 6 2 6 2.25 2.25 171644493 60 6L 6 43.56 759 Y 120 1 6 2 6 2.25 2.25 171644494 60 6L 6 35.21 740 Y 120 1 6 2 6 2.25 2.25 171644495 60 6L 6 36.36 746 Y 120 1 6 2 6 2.25 2.25 171644496 60 6L 6 44.99 728 Y 120 1 6 2 6 2.25 2.25 171644497 60 6L 6 34.3 702 Y 120 1 6 2 6 2.25 2.25 171644498 60 6L 6 45.53 811 Y 120 1 6 2 6 2.25 2.25 171644499 60 6L 6 46.2 811 Y 120 1 6 2 6 2.25 2.25 171644500 60 6L 6 37.44 738 Y 120 1 6 2 6 2.25 2.25 171644501 60 6L 6 42.58 725 Y 120 1 6 2 6 2.25 2.25 171644502 60 6L 6 40.65 704 Y 120 1 6 2 6 2.25 2.25 171644503 60 6L 6 17.42 687 Y 120 1 6 2 6 2.25 2.25 171644504 60 6L 6 35.12 763 Y 120 1 6 2 6 2.25 2.25 171644505 60 6L 6 39.2 666 Y 120 1 6 2 6 2.25 2.25 171644506 60 6L 6 44.54 748 Y 120 1 6 2 6 2.25 2.25 171644507 60 6L 6 36.8 730 Y 120 1 6 2 6 2.25 2.25 171644508 60 6L 6 42.55 760 Y 120 1 6 2 6 2.25 2.25 171644509 60 6L 6 36.53 736 Y 120 1 6 2 6 2.25 2.25 171644510 60 6L 6 0 770 Y 120 1 6 2 6 2.25 2.25 171644511 60 6L 6 43.11 702 Y 120 1 6 2 6 2.25 2.25 171644512 60 6L 6 42.36 719 Y 120 1 6 2 6 2.25 2.25 171644513 60 6L 6 43.54 742 Y 120 1 6 2 6 2.25 2.25 171644514 60 6L 6 41.27 759 Y 120 1 6 2 6 2.25 2.25 171644515 60 6L 6 44.5 658 Y 120 1 6 2 6 2.25 2.25 171644517 60 6L 6 44.3 673 Y 120 1 6 2 6 2.25 2.25 171644518 60 6L 6 41.72 766 Y 120 1 6 2 6 2.25 2.25 171644520 60 6L 6 39.93 789 Y 120 1 6 2 6 2.25 2.25 171644521 60 6L 6 0 748 Y 120 1 6 2 6 2.25 2.25 171644522 60 6L 6 44.04 777 Y 120 1 6 2 6 2.25 2.25 171644523 60 6L 6 33.71 725 Y 120 1 6 2 6 2.25 2.25 171644524 60 6L 6 33.71 725 Y 120 1 6 2 6 2.25 2.25 171644525 60 6L 6 42.91 766 Y 120 1 6 2 6 2.25 2.25 171644526 60 6L 6 45.98 740 Y 120 1 6 2 6 2.25 2.25 171644527 60 6L 6 0 687 Y 120 1 6 2 6 2.25 2.25 171644528 60 6L 6 0 691 Y 120 1 6 2 6 2.25 2.25 171644529 60 6L 6 44.34 690 Y 120 1 6 2 6 2.25 2.25 171644530 60 6L 6 39.33 665 Y 120 1 6 2 6 2.25 2.25 171644531 60 6L 6 33.42 681 Y 120 1 6 2 6 2.25 2.25 171644532 60 6L 6 0 682 Y 120 1 6 2 6 2.25 2.25 171644533 60 6L 6 34.15 670 Y 120 1 6 2 6 2.25 2.25 171644534 60 6L 6 44.38 652 Y 120 1 6 2 6 2.25 2.25 171644535 60 6L 6 0 761 Y 120 1 6 2 6 2.25 2.25 171644537 84 1Y 12 44.79 782 Y 84 1 5 2 5 2.25 2.25 171644538 84 6L 6 0 731 N 0 1 6 2 6 2.25 2.25 171644539 84 6L 6 16.79 743 N 0 1 6 2 6 2.25 2.25 171644540 84 6L 6 44.68 694 Y 120 1 6 2 6 2.25 2.25 171644541 84 6L 6 35.57 804 Y 120 1 6 2 6 2.25 2.25 171644542 84 6L 6 0 700 Y 120 1 6 2 6 2.25 2.25 171644543 84 6L 6 34.79 705 Y 120 1 6 2 6 2.25 2.25 171644820 60 6L 6 33.44 748 Y 120 1 5 1 5 4 4 171645359 60 6L 6 42.52 715 Y 120 1 5 1 5 2.5 2.5 171645362 60 6L 6 36.7 727 Y 60 1 5 1 5 2.5 2.5 171646025 60 6L 6 0 737 Y 120 1 5 1 5 2.875 2.875 171646526 60 6L 6 38.6 662 N 0 1 6 2 6 2.75 2.75 171646529 60 6L 6 0 694 Y 120 1 6 2 6 2.75 2.75 171646805 60 6L 6 36.7 722 Y 120 1 5 1 5 3.375 3.375 171647019 60 6L 6 46.3 666 Y 120 1 5 1 5 2.5 2.5 171647021 60 6L 6 28.3 748 Y 60 1 5 1 5 2.5 2.5 171647062 60 6L 6 44.21 663 Y 120 1 5 1 5 2.5 2.5 171647065 60 6L 6 25 759 Y 120 1 5 1 5 3.875 3.875 171647069 60 6L 6 0 708 Y 60 1 5 1 5 4.125 6.875 171647729 60 6L 6 0 687 Y 120 1 5 1 5 2.5 2.5 171649420 60 6L 6 46.5 767 Y 120 1 5 1 5 2.5 2.5 171649448 60 6L 6 41.7 679 Y 60 1 5 1 5 2.5 2.5 171649453 60 6L 6 37.1 648 Y 120 1 6 2 6 3.25 3.25 171649454 60 6L 6 54.3 702 N 0 1 5 1 5 4 4 171649496 60 6L 6 0 712 Y 60 1 5 1 5 2.5 2.5 171649498 60 6L 6 0 686 Y 120 1 5 1 5 2.5 2.5 171649501 60 6L 6 33.9 666 Y 60 1 5 1 5 2.5 2.5 171649504 60 6L 6 0 709 Y 120 1 5 1 5 2.5 2.5 171649505 60 6L 6 0 670 Y 60 1 5 1 5 2.875 2.875 171649508 60 6L 6 50.8 668 Y 120 1 6 2 6 2.5 2.5 171649883 60 6L 6 30 725 Y 60 1 6 2 6 5 5 171651455 60 6L 6 20.21 779 Y 120 1 5 1 5 2.5 2.5 171651534 36 6L 6 38.2 764 Y 120 1 3 1 5 2.5 2.5 171651545 60 6L 6 38.6 647 Y 60 1 5 1 5 2.5 2.5 171651547 60 6L 6 41 697 Y 60 1 5 1 5 3.75 3.75 171651610 24 6L 6 30.31 687 Y 60 1 2 1 5 3 5.875 171651640 60 6L 6 37.8 714 Y 120 1 5 1 5 2.5 2.5 171651665 60 6L 6 0 724 Y 60 1 5 1 5 2.25 2.25 171652717 60 6L 6 48.6 679 Y 120 1 5 1 5 2.25 2.25 171653894 60 6L 6 36.3 766 Y 120 1 5 1 5 2.5 2.5 171655057 60 6L 6 38.73 684 Y 120 1 6 2 6 2.25 2.25 171655058 60 6L 6 36.61 690 Y 120 1 6 2 6 2.25 2.25 171655059 24 6L 6 0 661 Y 120 1 3 1 6 2.875 2.875 171655061 36 6L 6 0 640 Y 120 1 6 2 6 2.25 2.25 171655062 24 6L 6 40.15 621 Y 120 1 3 1 6 2.875 2.875 171655063 24 6L 6 30.14 721 Y 120 1 3 1 6 2.875 2.875 171655067 24 6L 6 0 0 Y 120 1 3 1 6 2.875 2.875 171655068 24 6L 6 0 0 Y 120 1 3 1 6 2.875 2.875 171655069 60 6L 6 0 750 Y 120 1 6 2 6 2.25 2.25 171655070 24 6L 6 0 653 Y 120 1 3 1 6 2.875 2.875 171655071 24 6L 6 0 701 Y 120 1 3 1 6 2.875 2.875 171655072 24 6L 6 0 695 Y 120 1 3 1 6 2.875 2.875 171655073 60 6L 6 0 707 Y 120 1 6 2 6 2.25 2.25 171655075 36 6L 6 44.09 669 Y 120 1 6 2 6 2.25 2.25 171655076 24 6L 6 0 704 Y 120 1 3 1 6 2.875 2.875 171655079 60 6L 6 0 638 Y 120 1 6 2 6 2.25 2.25 171655080 24 6L 6 0 0 Y 120 1 3 1 6 2.875 2.875 171655082 60 6L 6 0 715 Y 120 1 6 2 6 2.25 2.25 171655083 60 6L 6 19.26 715 Y 120 1 5 1 5 2.25 2.25 171655085 60 6L 6 28.79 698 Y 120 1 6 2 6 2.25 2.25 171655086 60 6L 6 0 744 Y 120 1 5 1 5 2.25 2.25 171655090 24 6L 6 0 735 Y 120 1 3 1 6.375 2.875 2.875 171655093 24 6L 6 0 657 N 0 1 3 1 6 2.875 2.875 171655096 60 6L 6 43.32 644 Y 120 1 6 2 6 2.25 2.25 171655097 84 6L 6 26.08 652 N 0 1 6 2 6 2.25 2.25 171655098 24 6L 6 0 669 Y 120 1 3 1 6 2.875 2.875 171655099 60 6L 6 50.17 637 Y 120 1 6 2 6 2.25 2.25 171655100 24 6L 6 12.73 725 Y 120 1 3 1 6 2.875 2.875 171655101 60 6L 6 0 657 Y 120 1 6 2 6 2.25 2.25 171655102 84 6L 6 45.45 679 Y 84 1 5 2 5 2.25 2.25 171655103 36 6L 6 0 649 N 0 1 6 2 6 2.25 2.25 171655104 60 6L 6 0 791 Y 120 1 6 2 6 2.25 2.25 171655105 36 6L 6 0 657 N 0 1 6 2 6 2.25 2.25 171655106 84 6L 6 25.07 676 N 0 1 6 2 6 2.25 2.25 171655107 24 6L 6 39.35 654 Y 120 1 3 1 6 2.875 2.875 171655108 36 6L 6 0 694 Y 120 1 6 2 6 2.25 2.25 171655109 60 6L 6 40.15 668 Y 120 1 6 2 6 2.25 2.25 171655110 36 6L 6 0 728 Y 120 1 6 2 6 2.25 2.25 171655111 24 6L 6 45.24 681 Y 120 1 3 1 6 2.875 2.875 171655112 60 6L 6 41.7 701 Y 120 1 6 2 6 2.25 2.25 171655113 60 6L 6 0 740 Y 120 1 6 2 6 2.25 2.25 171655114 60 6L 6 34.77 764 Y 120 1 6 2 6 2.25 2.25 171655115 24 6L 6 0 698 Y 120 1 3 1 6 2.875 2.875 171655116 24 6L 6 0 644 Y 120 1 3 1 6 2.875 2.875 171655118 24 6L 6 0 785 Y 120 1 3 1 6 2.875 2.875 171655120 60 6L 6 0 720 Y 120 1 6 2 6 2.25 2.25 171655121 24 6L 6 0 662 N 0 1 3 1 6 2.875 2.875 171655122 60 6L 6 38.67 704 Y 120 1 6 2 6 2.25 2.25 171655123 60 6L 6 0 707 N 0 1 6 2 6 2.25 2.25 171655124 60 6L 6 0 721 Y 120 1 6 2 6 2.25 2.25 171655127 84 6L 6 31.24 678 Y 120 1 6 2 6 2.25 2.25 171655128 60 6L 6 0 702 Y 120 1 6 2 6 2.25 2.25 171655129 24 6L 6 41.13 696 Y 120 1 3 1 6 2.875 2.875 171655133 24 6L 6 0 683 Y 120 1 3 1 6 2.875 2.875 171655134 60 6L 6 0 637 Y 120 1 6 2 6 2.25 2.25 171655135 60 6L 6 0 689 Y 120 1 6 2 6 2.25 2.25 171655136 24 6L 6 0 663 Y 120 1 3 1 6 2.875 2.875 171655138 60 6L 6 28.8 661 Y 120 1 5 1 5 2.5 2.5 171655139 60 6L 6 0 684 Y 120 1 5 1 5 2.5 2.5 171671719 60 6L 6 39.4 669 Y 120 1 5 1 5 2.5 2.5 171673536 84 6L 6 0 681 Y 120 1 5 1 5 2.5 2.5 171674161 60 6L 6 0 723 Y 60 1 5 1 5 2.5 2.5 171676249 60 6L 6 18 711 Y 120 1 5 1 5 2.5 2.5 171676273 60 6L 6 38.7 771 Y 120 1 5 1 5 2.5 2.5 171676274 60 6L 6 0 687 Y 120 1 5 1 5 2.5 2.5 171682155 60 6L 6 34.6 763 N 0 1 5 1 5 2.5 2.5 171682243 60 6L 6 22.8 691 N 0 1 5 1 5 2.5 2.5 171682247 60 6L 6 24.2 691 N 0 1 5 1 5 2.5 2.5 171682249 60 6L 6 21.5 691 N 0 1 5 1 5 2.25 2.25 171683112 60 6L 6 0 673 N 0 1 6 2 6 4 4 171683113 60 6L 6 0 715 N 0 1 6 2 6 4 4 171683114 60 6L 6 43.1 718 Y 60 1 6 2 6 4 4 171683115 60 6L 6 0 653 Y 60 1 6 2 6 4 4 171683116 60 6L 6 0 655 Y 60 1 6 2 6 4 4 171683117 60 6L 6 0 725 Y 60 1 6 2 6 4 4 171683118 60 6L 6 0 657 Y 60 1 6 2 6 4 4 171683120 60 6L 6 0 708 Y 60 1 6 2 6 4 4 171683121 60 6L 6 0 620 Y 60 1 6 2 6 4 4 171683122 60 6L 6 0 640 Y 60 1 6 2 6 4 4 171683126 60 6L 6 0 643 Y 60 1 6 2 6 4 4 171683127 60 6L 6 0 638 Y 60 1 6 2 6 4 4 171683128 60 6L 6 0 656 Y 60 1 6 2 6 4 4 171683129 60 6L 6 0 724 Y 60 1 6 2 6 4 4 171683131 60 6L 6 0 699 Y 60 1 6 2 6 4 4 171683132 60 6L 6 47.7 645 Y 60 1 6 2 6 4 4 171684330 60 6L 6 35.24 648 Y 120 1 5 1 5 2.5 2.5 171684332 60 6L 6 36.31 648 Y 120 1 5 1 5 2.5 2.5 171685506 60 6L 6 38.9 652 Y 120 1 5 1 5 2.5 2.5 171685507 6 6L 6 30.5 625 Y 120 1 5 1 5 2.5 2.5 171688721 60 6L 6 0 795 Y 120 1 5 1 5 2.5 2.5 171689071 60 6L 6 29.35 0 Y 60 1 5 1 5 2.25 3.75 171689072 60 1Y 12 40.71 731 Y 60 1 6 2 6 2.25 2.25 171689073 60 6L 6 0 676 Y 120 1 6 2 6 2.75 2.875 171689074 60 1Y 12 40.57 741 Y 120 1 6 2 6 2.25 2.25 171689075 60 6L 6 38.75 755 Y 60 1 5 1 5 2.25 2.875 171689078 60 6L 6 34.91 741 Y 120 1 6 2 6 2.25 2.25 171689079 60 6L 6 0 713 Y 120 1 6 2 6 2.75 2.75 171689083 60 6L 6 0 698 Y 60 1 5 1 5 2.25 2.625 171689084 60 6L 6 0 698 Y 120 1 6 2 6 2.75 2.75 171689085 60 6L 6 0 645 Y 120 1 6 2 6 2.75 3.125 171689089 60 6L 6 0 701 Y 120 1 5 1 5 2.25 3.125 171697940 60 6L 6 0 737 N 0 1 5 1 5 2.5 2.5 171700919 60 6L 6 39.25 766 Y 60 1 5 1 5 2.5 2.5 171700983 60 6L 6 45.7 655 Y 120 1 5 1 5 2.5 2.5 171703063 60 6L 6 30.8 809 Y 60 1 5 1 5 2.5 2.5 171705345 24 6L 6 37.3 635 N 0 1 3 1 5 2.875 2.875 171705348 60 6L 6 34.2 778 Y 60 1 5 1 5 2.5 2.5 171705425 60 6L 6 19.6 657 N 0 1 5 1 5 2.5 2.5 171705427 60 6L 6 40.1 667 Y 120 1 5 1 5 2.5 2.5 171705430 60 6L 6 38 768 Y 120 1 5 1 5 2.5 2.5 171705432 60 6L 6 41.3 709 Y 120 1 5 1 5 2.5 2.5 171710393 60 6L 6 40 635 Y 60 1 6 2 6 4.375 4.375 171710394 60 6L 6 40 695 Y 60 1 6 2 6 5 5 171710405 60 1Y 12 45 775 Y 60 1 5 2 5 2.25 2.25 171710409 60 6L 6 35 735 Y 60 1 6 2 6 3.25 3.25 171710420 60 6L 6 45 715 Y 60 1 5 1 5 2.25 2.25 171710421 60 6L 6 0 755 Y 60 1 5 1 5 2.25 2.375 171710422 60 6L 6 0 690 Y 120 1 5 1 5 2.25 2.25 171710424 60 6L 6 21.06 721 Y 120 1 5 1 5 2.25 2.25 171710426 60 6L 6 39.44 663 N 0 1 6 2 6 5.125 5.125 171710428 60 6L 6 45 685 Y 60 1 6 2 6 2.25 2.25 171710432 60 6L 6 45 675 Y 60 1 6 2 6 2.25 2.25 171710434 60 6L 6 30 755 N 0 1 5 1 5 2.25 2.25 171710437 60 6L 6 30 715 N 0 1 5 1 5 2.25 2.75 171710448 60 6L 6 50 695 Y 60 1 6 2 6 2.75 2.75 171710452 60 6L 6 33.8 699 Y 120 1 6 2 6 2.75 2.75 171710454 60 6L 6 0 785 Y 60 1 5 1 5 2.25 2.875 171710459 60 6L 6 40.36 726 N 0 1 5 1 5 2.25 2.25 171710468 60 6L 6 0 745 Y 60 1 6 2 6 5.75 5.75 171710479 60 6L 6 29.01 772 Y 120 1 6 2 6 2.75 2.75 171710483 60 6L 6 0 745 Y 60 1 6 2 6 5 5 171710490 60 6L 6 35 665 Y 60 1 6 2 6 3.25 3.25 171710491 60 6L 6 0 735 Y 60 1 6 2 6 2.75 2.75 171710492 60 6L 6 45 725 N 0 1 5 1 5 2.25 2.625 171710497 60 6L 6 45 775 Y 60 1 6 2 6 3.25 3.25 171710498 60 6L 6 0 725 Y 60 1 6 2 6 2.75 2.75 171710499 60 6L 6 30 755 Y 60 1 6 2 6 3.25 3.25 171710500 60 6L 6 0 785 Y 60 1 5 1 5 2.25 2.25 171710503 60 6L 6 0 675 Y 60 1 5 1 5 2.25 2.25 171710507 36 6L 6 45 745 N 0 1 6 2 6 5 5 171710510 36 6L 6 0 631 Y 120 1 6 2 6 5 5 171710514 60 6L 6 50 665 Y 60 1 6 2 6 3.25 3.25 171710519 60 6L 6 46.3 666 Y 120 1 5 1 5 2.5 2.5 171710521 60 6L 6 0 622 N 0 1 5 1 5 2.25 2.25 171710606 6 6L 6 15 710 Y 60 1 5 1 5 2.5 2.5 171711261 60 6L 6 41.2 643 Y 120 1 5 1 5 2.75 2.75 171711409 60 6L 6 42.7 680 N 0 1 5 1 5 2.5 2.5 171711551 60 6L 6 37.6 652 Y 120 1 5 1 5 2.5 2.5 171711591 60 6L 6 38 674 Y 120 1 5 1 5 2.5 2.5 171711641 6 6L 6 23.61 798 Y 120 1 1 1 5.5 3.625 3.625 171711642 60 6L 6 0 625 N 0 1 5 1 5 2.75 2.75 171711646 60 6L 6 21.87 752 N 0 1 5 1 5 2.75 2.75 171711653 60 6L 6 41.76 637 N 0 1 5 1 5 2.75 2.75 171711654 24 6L 6 27.69 691 Y 120 1 3 1 6 4.75 4.75 171711656 60 6L 6 0 727 Y 120 1 5 1 5 2.75 2.75 171711658 60 6L 6 54.71 788 Y 120 1 5 1 5 2.75 2.75 171711661 24 6L 6 0 676 N 0 1 3 1 6 3.5 3.5 171711662 60 6L 6 0 714 N 0 1 5 1 5 2.75 2.75 171711663 60 6L 6 41.4 636 N 0 1 5 1 5 2.75 2.75 171711664 60 6L 6 33.08 770 N 0 1 5 1 5 2.75 2.75 171711665 60 6L 6 0 696 Y 120 1 5 1 5 2.75 2.75 171711666 60 6L 6 45.32 684 N 0 1 5 1 5 2.75 2.75 171711667 60 6L 6 0 739 Y 120 1 5 1 5 2.75 2.75 171711668 60 6L 6 0 718 Y 120 1 5 1 5 2.75 2.75 171711669 60 6L 6 0 744 N 0 1 5 1 5 2.75 2.75 171711671 60 6L 6 44.99 698 N 0 1 5 1 5 2.75 2.75 171711672 36 6L 6 0 732 N 0 1 3 1 6 2.75 2.75 171711674 60 6L 6 29.74 652 N 0 1 5 1 5 2.75 2.75 171711675 60 6L 6 30.55 753 N 0 1 5 1 5 2.75 2.75 171711676 60 6L 6 0 676 N 0 1 5 1 5 2.75 2.75 171711677 36 6L 6 29.76 666 N 0 1 3 1 6 2.75 2.75 171711678 60 6L 6 43.89 681 Y 120 1 5 1 5 2.75 2.75 171713668 60 6L 6 32.9 809 Y 60 1 5 1 5 2.5 2.5 171714015 60 6L 6 0 721 Y 60 1 5 1 5 2.875 2.875 171714072 60 6L 6 49 732 Y 120 1 5 1 5 2.5 2.5 171714073 60 6L 6 39 661 Y 120 1 5 1 5 2.5 2.5 171714075 60 6L 6 0 646 Y 120 1 5 1 5 2.5 2.5 171714233 60 6L 6 27.5 811 Y 60 1 5 1 5 2.5 2.5 171714276 60 6L 6 41 671 Y 120 1 5 1 5 2.5 2.5 171714277 60 6L 6 37.1 658 Y 120 1 5 1 5 2.5 2.5 171714281 60 6L 6 48.7 623 Y 120 1 5 1 5 2.5 2.5 171715679 60 6L 6 0 804 N 0 1 5 1 5 2.5 2.5 171715717 60 6L 6 35.5 700 Y 120 1 5 1 5 2.5 2.5 171715725 60 6L 6 54.2 688 Y 120 1 5 1 5 2.5 2.5 171715727 60 6L 6 39 648 Y 120 1 5 1 5 2.5 2.5 171715729 60 6L 6 53.8 648 N 0 1 5 1 5 2.25 2.25 171716436 60 6L 6 44.5 651 Y 120 1 5 1 5 3 3 171716440 60 6L 6 30.5 720 Y 120 1 5 1 5 2.5 2.5 171716441 60 6L 6 44.3 672 Y 120 1 5 1 5 2.5 2.5 171716524 60 6L 6 41.3 712 Y 120 1 5 1 5 2.5 2.5 171716551 60 6L 6 43.7 706 Y 120 1 5 1 5 2.5 2.5 171716553 60 6L 6 0 677 Y 120 1 5 1 5 2.5 2.5 171718089 60 6L 6 44 622 Y 120 1 5 1 5 3 3 171718352 60 6L 6 0 786 Y 120 1 5 1 5 2.25 2.25 171718353 60 6L 6 0 715 N 0 1 5 1 5 2.25 2.25 171718354 60 6L 6 40.1 760 Y 120 1 2 2 6 3.25 3.25 171718355 60 6L 6 39.3 665 Y 120 1 2 2 6 3.25 3.25 171718356 60 6L 6 43.1 637 Y 120 1 2 2 6 2.25 3.25 171718359 36 6L 6 41.8 734 Y 120 1 2 2 6 3.25 3.25 171718361 36 6L 6 0 722 Y 120 1 2 2 6 3.25 3.25 171718369 36 6L 6 42.6 713 Y 120 1 2 2 6 3.25 3.25 171718370 36 6L 6 38.9 706 Y 120 1 2 2 6 3.25 3.25 171718371 36 6L 6 40.6 704 Y 120 1 2 2 6 3.25 3.25 171718373 36 6L 6 44 690 Y 120 1 2 2 6 3.25 3.25 171718375 36 6L 6 43.7 680 Y 120 1 2 2 6 3.25 3.25 171718377 60 6L 6 41.7 640 N 0 1 2 2 6 3.25 3.25 171718379 24 6L 6 41.2 660 N 0 1 2 2 6 3.25 3.25 171744835 60 6L 6 0 681 Y 120 1 6 2 6 2.875 2.875 171744836 60 6L 6 0 714 Y 120 1 6 2 6 2.875 2.875 171744842 60 6L 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2.875 171744891 36 6L 6 0 719 N 0 1 6 2 6 2.875 2.875 171745128 60 6L 6 0 661 Y 60 1 4.875 1 5 2.5 2.5 171745132 84 6L 6 34.7 624 Y 120 1 5 1 5 2.5 2.5 171745141 60 6L 6 36.9 646 Y 120 1 5 1 5 2.5 2.5 171745143 24 6L 6 41.5 648 Y 60 1 3 1 6 4.75 7 171745145 60 6L 6 38.6 791 Y 120 1 5 1 5 2.5 2.5 171745146 60 6L 6 58.92 672 Y 60 1 5 1 5 2.5 2.5 171745470 60 6L 6 32.9 698 Y 60 1 5 1 5 2.875 2.875 171745515 60 6L 6 0 755 Y 60 1 5 1 5 2.75 2.75 171745517 24 6L 6 44.7 631 N 0 1 3 1 6 6.7 8.7 171745519 60 6L 6 39.7 751 N 0 1 5 1 5 2.5 2.5 171745521 24 6L 6 29.1 660 Y 60 1 3 1 6 5.375 9.25 171745524 60 6L 6 41.7 640 Y 120 1 5 1 5 2.5 2.5 171745525 60 6L 6 46.1 693 Y 120 1 5 1 5 2.5 2.5 171745529 60 6L 6 44.8 669 N 0 1 5 1 5 3 3 171745580 60 6L 6 39.6 702 Y 120 1 5 1 5 3.75 3.75 171745581 60 6L 6 35.7 689 Y 120 1 5 1 5 2.5 2.5 171748541 60 1Y 12 46.55 727 Y 60 1 5 2 5 2.25 2.25 171748542 60 1Y 12 43.28 747 Y 60 1 5 2 5 2.25 2.25 171748543 60 1Y 12 41.12 727 Y 60 1 5 2 5 2.25 2.25 171748544 60 1Y 12 26.06 781 Y 60 1 5 2 5 2.25 2.25 171748545 60 1Y 12 43.61 756 Y 60 1 5 2 5 2.25 2.25 171748546 60 1Y 12 27.12 792 Y 60 1 5 2 5 2.25 2.25 171748547 60 1Y 12 36.38 800 Y 60 1 5 2 5 2.25 2.25 171748548 60 1Y 12 31.71 770 Y 60 1 5 2 5 2.25 2.25 171748549 60 1Y 12 38.63 747 Y 60 1 5 2 5 2.25 2.25 171748550 60 1Y 12 42.72 783 Y 60 1 5 2 5 2.25 2.25 171748551 60 1Y 12 26.68 779 Y 60 1 5 2 5 2.25 2.25 171748552 60 1Y 12 42.2 709 Y 60 1 5 2 5 2.25 2.25 171748553 60 6L 6 35.98 745 Y 60 1 5 2 5 2.25 2.25 171748554 84 1Y 12 22.15 718 Y 84 1 5 2 5.125 2.25 2.25 171748555 84 6L 6 47.24 766 Y 84 1 5 2 5 2.25 2.25 171748556 84 1Y 12 18.8 720 Y 84 1 5 2 5 2.25 2.25 171748557 84 1Y 12 47.44 687 Y 84 1 5 2 5 2.25 2.25 171748558 84 1Y 12 43.29 750 Y 84 1 5 2 5 2.25 2.25 171748559 84 1Y 12 39.45 699 Y 84 1 5 2 5 2.25 2.25 171748560 84 1Y 12 38.02 739 Y 84 1 5 2 5 2.25 2.25 171748561 84 1Y 12 38.57 785 Y 84 1 5 2 5 2.25 2.25 171748562 120 1Y 12 39.56 695 Y 120 1 5 2 5 2.25 2.25 171748563 120 1Y 12 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5 1 5 2.5 2.5 171749371 60 6L 6 46 647 Y 60 1 5 1 5 2.875 2.875 171749445 60 6L 6 43.04 687 Y 120 1 5 1 5 2.75 2.75 171749447 36 6L 6 15.78 663 Y 120 1 3 1 6 2.75 5.375 171749448 60 6L 6 51.55 621 N 0 1 5 1 5 2.75 2.75 171749449 60 6L 6 0 645 N 0 1 5 1 5 2.75 2.75 171749450 60 6L 6 39.78 628 Y 120 1 5 1 5 2.75 2.75 171749451 60 6L 6 39.11 706 N 0 1 5 1 5 2.75 2.75 171749452 60 6L 6 0 710 Y 120 1 5 1 5 2.75 2.75 171749453 36 6L 6 35.53 675 N 0 1 3 1 6 2.75 2.75 171749454 60 6L 6 0 737 Y 120 1 5 1 5 2.75 2.75 171749455 60 6L 6 0 739 Y 120 1 5 1 5 2.75 2.75 171749456 36 6L 6 37.56 707 N 0 1 3 1 6 2.75 2.75 171749457 60 6L 6 0 645 N 0 1 5 1 5 2.75 2.75 171749458 60 6L 6 40.56 670 N 0 1 5 1 5 2.75 2.75 171749459 60 6L 6 0 690 Y 120 1 5 1 5 2.75 2.75 171749460 60 6L 6 0 676 N 0 1 5 1 5 2.75 2.75 171749461 36 6L 6 46.8 653 Y 120 1 3 1 6 2.75 2.75 171749462 60 6L 6 41.25 688 N 0 1 5 1 5 2.75 4.5 171749463 60 6L 6 0 666 N 0 1 5 1 5 2.75 2.75 171749464 36 6L 6 37.41 685 Y 120 1 3 1 6 2.75 2.75 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2.5 2.5 171780360 60 6L 6 44.38 656 Y 120 1 5 1 5 3 3 171780363 84 6L 6 42.1 728 Y 120 1 5 1 5 2.5 2.5 171780367 60 6L 6 45.5 656 Y 120 1 5 1 5 2.5 2.5 171780409 60 6L 6 0 745 Y 120 1 5 1 5 2.5 2.5 171780415 60 6L 6 32.5 677 Y 120 1 5 1 5 2.5 2.5 171780420 60 6L 6 39.8 669 N 0 1 5 1 5 2.5 2.5 171780521 60 6L 6 29.7 700 Y 120 1 6 2 6 5 5 171782846 60 6L 6 41 681 Y 120 1 5 1 5 2.5 2.5 171783484 60 6L 6 0 627 N 0 1 5 1 5 2.5 2.5 171783533 60 6L 6 0 686 Y 60 1 5 1 5 2.625 2.625 171784181 60 6L 6 40.7 709 Y 120 1 5 1 5 2.5 2.5 171793995 60 6L 6 33.4 657 Y 120 1 5 1 5 2.5 2.5 171795423 60 6L 6 49.7 677 Y 60 1 5 1 5 2.5 2.5 171795803 84 6L 6 27.65 785 Y 120 1 5 1 5 2.5 2.5 171800634 60 1Y 12 38.97 749 Y 120 1 5 2 5 2.25 2.25 171800635 60 6L 6 48.31 689 N 0 1 6 2 6 2.25 2.25 171800636 60 6L 6 38.59 730 Y 120 1 6 2 6 2.25 2.25 171800637 60 6L 6 0 645 Y 120 1 6 2 6 2.25 2.25 171800638 60 6L 6 0 749 Y 120 1 6 2 6 2.25 2.25 171800639 60 6L 6 43.28 671 Y 120 1 6 2 6 2.25 2.25 171800640 60 6L 6 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6 2 6 2.25 2.25 171800661 120 6L 6 40.94 705 Y 120 1 6 2 6 2.25 2.25 171800662 120 6L 6 35.53 657 Y 120 1 6 2 6 2.25 2.25 171802298 24 6L 6 48 681 Y 60 1 3 1 6 4.25 3 171802411 60 6L 6 0 719 Y 120 1 5 1 5 2.5 2.5 171802412 84 6L 6 30.52 667 Y 120 1 5 1 5 2.5 2.5 171802524 60 6L 6 43.82 753 Y 120 1 5 1 5 2.5 2.5 171802661 60 6L 6 38.6 786 Y 120 1 5 1 5 2.5 2.5 171802664 60 6L 6 0 676 Y 60 1 5 1 5 2.5 2.5 171806715 60 6L 6 41.3 755 N 0 1 5 1 5 2.5 2.5 171806717 60 6L 6 39.8 630 Y 120 1 6 1 6 2.75 2.75 171806720 84 6L 6 0 712 Y 120 1 5 1 5 2.5 2.5 171806758 60 6L 6 41.6 669 Y 120 1 5 1 5 2.75 2.75 171806983 60 6L 6 25.5 711 Y 120 1 5 1 5 2.5 2.5 171806988 60 6L 6 0 664 Y 120 1 5 1 5 3.75 3.75 171807029 60 6L 6 32.9 647 N 0 1 5 1 5 2.5 2.5 171807030 60 6L 6 0 729 Y 120 1 5 1 5 2.5 2.5 171807271 60 6L 6 42.7 649 Y 120 1 5 1 5 2.625 2.625 171807273 60 6L 6 0 686 Y 120 1 5 1 5 2.5 2.5 171807507 60 6L 6 40.7 702 Y 60 1 5 1 5 2.5 2.5 171807566 60 6L 6 39.9 770 Y 120 1 5 1 5 3.75 3.75 171807633 60 6L 6 43 763 Y 60 1 5 1 5 2.5 6.125 171807639 60 6L 6 0 675 Y 120 1 5 1 5 2.5 2.5 171807640 36 6L 6 0 647 Y 120 1 3 1 5 2.5 2.5 171809748 60 6L 6 42.1 737 Y 120 1 5 1 5 2.5 2.5 171810030 60 6L 6 41.9 651 Y 120 1 5 1 5 2.5 2.5 171810155 60 6L 6 45.6 630 Y 120 1 5 1 5 3.125 3.125 171811688 60 6L 6 44.7 629 Y 60 1 5 1 6 2.5 2.5 171811842 120 6L 6 0 744 Y 120 1 5 1 5 2.5 2.5 171812026 60 6L 6 0 647 N 0 1 5 1 5 2.75 2.75 171812512 60 6L 6 31.1 764 Y 120 1 5 1 5 2.5 2.5 171813849 60 6L 6 0 702 Y 60 1 5 1 5 2.25 2.25 171813851 60 6L 6 41.3 661 Y 60 1 5 1 5 2.5 6.875 171813914 60 6L 6 36.9 704 Y 120 1 5 1 5 3 3 171814007 60 6L 6 33 675 Y 60 1 5 1 5 2.5 2.5 171814952 60 6L 6 0 742 Y 120 1 5 1 5 2.5 2.5 171823472 120 6L 6 39.9 630 N 0 1 5 1 5 2.5 2.5 171823820 60 6L 6 0 756 Y 120 1 5 1 5 2.5 2.5 171830336 24 6L 6 35.7 663 N 0 1 3 1 5 2.75 2.75 171834678 60 6L 6 39.7 639 Y 120 1 5 1 5 2.5 2.5 171834757 60 6L 6 0 667 Y 60 1 4.995 1 5 3.25 3.25 171835126 60 6L 6 0 729 Y 60 1 5 1 5 2.75 2.75 171835205 60 6L 6 36.6 706 Y 120 1 5 1 5 2.5 2.5 171837180 60 6L 6 47 628 Y 120 1 5 1 5 2.5 2.5 171837813 60 6L 6 0 745 Y 120 1 5 1 5 2.25 2.25 171844822 60 6L 6 0 696 N 0 1 5 1 5 2.75 3.25 171856340 60 6L 6 31 730 Y 120 1 5 1 5 2.5 2.5 171856991 60 6L 6 37.89 785 Y 120 1 5 1 5 2.75 2.75 170829267 60 6L 6 0 662 Y 60 1 6 2 6 4 4 171192245 6 6L 6 0 639 Y 120 1 3 1 6 2.875 2.875 171250580 60 6L 6 30.76 711 Y 120 1 5 1 5 4 4 171307273 120 6L 6 40.22 707 Y 120 1 6 2 6 2.25 2.25 171330017 120 6L 6 27.8 646 Y 120 1 6 2 6 2.25 2.25 171383951 60 6L 6 0 674 Y 120 1 5 1 5 2.25 2.25 171389034 60 6L 6 42.91 688 Y 120 1 6 2 6 2.25 2.25 171389065 60 6L 6 38.47 745 Y 120 1 6 2 6 2.25 2.25 171389067 60 6L 6 28.63 739 Y 120 1 6 2 6 2.25 2.25 171445591 60 6L 6 40.5 744 Y 120 1 6 2 6 3 3 171445628 60 6L 6 15.81 726 Y 120 1 5 1 5 2.25 2.25 171450880 120 6L 6 38.03 684 N 0 1 6 2 6 2.25 2.25 171585764 60 6L 6 42.7 705 Y 120 1 5 1 5 2.5 2.5 171601351 60 6L 6 42.42 656 N 0 1 6 1 6 2.75 2.75 171601387 60 6L 6 39.11 705 Y 120 1 6 1 6 2.75 2.75 171601417 60 6L 6 41.81 644 Y 120 1 6 1 6 2.75 2.75 171601517 60 6L 6 44.88 665 Y 120 1 6 1 6 2.75 2.75 171601535 60 6L 6 33.53 666 Y 120 1 6 1 6 2.75 2.75 171601625 60 6L 6 38.37 627 Y 120 1 6 1 6 2.75 2.75 171601628 60 6L 6 41.57 705 Y 120 1 6 1 6 2.75 2.75 171601632 60 6L 6 0 666 Y 120 1 6 1 6 2.75 2.75 171601643 60 6L 6 43.65 655 N 0 1 6 1 6 2.75 2.75 171601713 24 6L 6 37.9 690 N 0 1 6 1 6 2.75 2.75 171601849 60 6L 6 39.31 712 Y 120 1 6 1 6 2.75 2.75 171601908 60 6L 6 28.22 735 Y 120 1 6 1 6 2.75 2.75 171601962 60 6L 6 33.82 622 Y 120 1 6 1 6 2.75 2.75 171603152 60 6L 6 0 684 Y 60 1 5 1 5 2.5 2.5 171615207 60 6L 6 0 712 Y 120 1 5 1 5 2.25 2.25 171644545 84 6L 6 0 718 Y 120 1 6 2 6 2.25 2.25 171460753 120 1Y 12 0 769 Y 120 1 5 2 5 2.25 2.25 171460790 120 1Y 12 0 694 Y 120 1 5 2 5 2.25 2.25 171624992 60 6L 6 50.85 648 Y 120 1 6 2 6 5.25 5.25 Loan ID Max Rate Mtg Insurance Company MI Coverage % Doctype Code Occupancy Status Property Type Code Units Purpose Penalty Flag Penaltyterm Penalty Type Originator City ------- -------- --------------------- ------------- ------------ ---------------- ------------------ ----- ------- ------------ ----------- ------------ ---------- ---- 170300553 12.5 NONE 0 No Doc Investor Condo-Lo 1 Purchase 1 12 Hard OTHER NAPLES 170340194 11.875 NONE 0 Reduced Investor Single Fam 1 Purchase 1 36 Soft OTHER FORT WORTH 170522953 12.1 NONE 0 Full Primary Single Fam 1 Purchase 0 0 None OTHER RALEIGH 170793588 14.85 NONE 0 Stated/Stated Investor Single Fam 1 Cashout 0 0 None OTHER RIALTO 170818012 12.875 NONE 0 No Doc Investor 3 Fam 3 Rate Term 1 24 Hard OTHER CHICAGO 170890325 12.75 NONE 0 Reduced Investor Condo-Lo 1 Cashout 1 24 Hard OTHER LAS VEGAS 170919929 13.75 PMI 25 No Doc Primary Condo-Lo 1 Purchase 1 36 Soft OTHER DORAL 170957126 14.375 PMI 12 No Doc Investor Condo-Lo 1 Purchase 1 36 1 yr Hard OTHER XXXXXXX 170969472 13.5 NONE 0 No Doc Primary PUD 1 Purchase 1 24 Hard OTHER SURPRISE 170997250 13.5 NONE 0 No Doc Second Home PUD 1 Purchase 1 36 Hard OTHER XXXXXXXXX 170999504 12.875 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN PLAINFIELD 170999551 13.75 NONE 0 Reduced Primary Condo-Hi 1 Purchase 0 0 None FNBN MIAMI 170999645 12.875 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 1 12 Hard FNBN NAPERVILLE 170999651 12.875 NONE 0 No Ratio Primary PUD 1 Rate Term 1 36 1 yr Hard FNBN MIAMI 170999840 12.625 NONE 0 Reduced Investor Single Fam 1 Cashout 0 0 None FNBN ATLANTA 171056235 12.5 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 7 Hard OTHER SCOTTSDALE 171056267 13.375 NONE 0 No Doc Primary Single Fam 1 Purchase 1 6 Hard OTHER SAN XXXXXXXXX 171056271 13.99 NONE 0 No Doc Primary Single Fam 1 Cashout 1 24 Hard OTHER XXXX 171057105 12.375 NONE 0 Alternate Primary Single Fam 1 Purchase 0 0 None OTHER LOS ANGELES 171063461 14.25 NONE 0 Full Primary Single Fam 1 Purchase 1 36 Hard OTHER WOODLAND HILLS 171121931 12.75 NONE 0 Reduced Investor Single Fam 1 Cashout 1 36 Soft OTHER XXXXXXXXX 171125159 13.75 NONE 0 No Doc Investor PUD 1 Purchase 1 24 Hard OTHER VERO BEACH 171125160 13.75 NONE 0 No Doc Second Home PUD 1 Purchase 1 24 Hard OTHER VERO BEACH 171125178 13.25 NONE 0 No Doc Investor 4 Fam 4 Cashout 1 6 Hard OTHER LOS ANGELES 171125202 13.99 NONE 0 No Doc Investor 2 Fam 2 Purchase 1 24 Soft OTHER STOCKTON 171125223 13.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft OTHER HESPERIA 171125241 13.875 NONE 0 No Doc Primary PUD 1 Purchase 1 24 Hard OTHER PHOENIX 171137114 13.5 NONE 0 Stated/Stated Primary PUD 1 Purchase 0 0 None FNBN DUNEDIN 171143851 12.625 NONE 0 Reduced Primary PUD 1 Cashout 0 0 None OTHER XXXXXXXXXX VILLAGE 171173427 12.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER KEY XXXX 171196893 13.25 NONE 0 No Ratio Second Home PUD 1 Purchase 0 0 None OTHER KISSIMMEE 171212030 12.375 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Hard OTHER LAS VEGAS 171218530 12.875 NONE 0 No Doc Investor Single Fam 1 Purchase 1 24 Hard OTHER CANYON LAKE 171249892 13.99 NONE 0 No Doc Primary Single Fam 1 Cashout 1 24 Hard OTHER RENO 171283744 14.125 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER ATLANTA 171307205 12.5 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None OTHER OXNARD 171307213 12.25 NONE 0 No Doc Primary Single Fam 1 Cashout 1 36 Hard OTHER SAN XXXXX 171307214 12.5 NONE 0 Full Primary Condo-Lo 1 Purchase 0 0 None OTHER WATERBURY 171307222 12.75 NONE 0 Reduced Primary 2 Fam 2 Purchase 0 0 None OTHER LOS ANGELES 171307294 12.25 NONE 0 Reduced Second Home PUD 1 Purchase 1 36 Hard OTHER MOUNT XXXX 171329695 13.5 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 Soft OTHER LAS VEGAS 171355283 12.875 NONE 0 No Ratio Investor 2 Fam 2 Purchase 1 36 Hard OTHER MINNEAPOLIS 171355317 14.25 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Hard OTHER CONCORD 171360783 15 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Hard OTHER XXXXXX 171366185 12.875 NONE 0 Reduced Investor Condo-Lo 1 Purchase 1 12 Hard OTHER BOTHELL 171366195 13.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 6 Soft OTHER CHINO HILLS 171383944 13.5 NONE 0 Reduced Investor Single Fam 1 Rate Term 1 6 Hard OTHER CHICAGO 171386377 13.5 PMI 30 No Doc Primary PUD 1 Purchase 0 0 None OTHER CONROE 171390173 12.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN ELK RIVER 171390175 13.875 NONE 0 Full Investor PUD 1 Purchase 0 0 None FNBN XXXXXXXXX 171390313 12.875 NONE 0 Full Primary Single Fam 1 Purchase 1 24 Hard FNBN XXXXX 171390333 15 NONE 0 Stated/Stated Investor Single Fam 1 Cashout 1 36 1 yr Hard FNBN PHILADELPHIA 171390353 12.875 NONE 0 No Ratio Investor Single Fam 1 Rate Term 0 0 None FNBN CAPE CORAL 171390471 12.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 60 1 yr Hard FNBN XXXXXXXXX 171391192 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None SILVER STATE MTG XXXXX 171431086 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER LAS VEGAS 171445534 11.875 NONE 0 Reduced Investor PUD 1 Purchase 1 36 Hard OTHER SARASOTA 171445642 11.75 NONE 0 Reduced Investor PUD 1 Rate Term 1 60 Soft SILVER STATE MTG LAS VEGAS 171445698 12 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Hard OTHER ROCKVILLE 171446986 12.625 NONE 0 Reduced Investor Single Fam 1 Cashout 1 6 Soft OTHER LOS ANGELES 171449510 12.375 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER SAN XXXXXXXXXX 171450843 12.75 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER SAN XXXXX 171450844 12.875 NONE 0 Reduced Investor 4 Fam 4 Rate Term 1 36 Soft OTHER XXXXXXXX 171450845 12.875 NONE 0 Reduced Investor 4 Fam 4 Rate Term 1 36 Soft OTHER XXXXXXXX 171450846 12.5 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 Soft OTHER LAKESIDE 171450848 11.75 NONE 0 Full Primary Single Fam 1 Cashout 0 0 None OTHER XXXXXX 171450849 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER XXXXXXX 171450850 12.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER SEATTLE 171450851 12.875 NONE 0 No Ratio Investor 2 Fam 2 Purchase 1 36 Soft OTHER LOS ANGELES 171450852 13 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft OTHER KEY XXXX 171450853 12.625 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None OTHER (VAN NUYS AREA) LOS ANGELES 171450856 12.875 NONE 0 Reduced Investor 4 Fam 4 Rate Term 1 36 Soft OTHER XXXXXXXX 171450857 12.875 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft OTHER SANTA XXX 171450859 13 NONE 0 No Ratio Investor Condo-Lo 1 Cashout 1 36 Soft OTHER MIAMI 171450860 12.5 NONE 0 No Doc Primary 2 Fam 2 Cashout 1 36 Soft OTHER LOS ANGELES 171450861 12.25 NONE 0 Reduced Primary Single Fam 1 Rate Term 0 0 None OTHER BELTSVILLE 171450862 13.125 NONE 0 Full Primary PUD 1 Cashout 0 0 None OTHER JACKSONVILLE 171450863 13.125 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None OTHER ONTARIO 171450864 12.875 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER SAN XXXXXXX 171450865 11.625 NONE 0 Full Primary Single Fam 1 Rate Term 0 0 None OTHER LA CANADA FLINTRIDGE 171450866 13 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER RENTON 171450867 12.875 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft OTHER AVONDALE 171450868 12.875 NONE 0 Reduced Investor PUD 1 Rate Term 1 36 Soft OTHER AVONDALE 171450869 12.875 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft OTHER AVONDALE 171450870 12.875 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft OTHER AVONDALE 171450871 13.875 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 36 Hard OTHER COCOA BEACH 171450873 13 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft OTHER CHULA VISTA 171450874 13.875 NONE 0 Reduced Investor Single Fam 1 Cashout 0 0 None OTHER SANTA XXXX 171450875 12.625 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None OTHER SIMI VALLEY 171450876 13.5 NONE 0 Full Investor Condo-Lo 1 Purchase 1 36 Soft OTHER GULFPORT 171450877 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER STERLING 171450878 12.875 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft OTHER HERNDON 171450879 12.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER LAS VEGAS 171458403 11.25 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Hard OTHER HOLLYWOOD 171458408 14.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Hard OTHER JAMESTOWN 171458410 13.375 NONE 0 No Doc Primary Single Fam 1 Rate Term 1 36 Hard OTHER PORTSMOUTH 171458416 13.625 NONE 0 Reduced Investor PUD 1 Purchase 1 24 Hard OTHER MODESTO 171458441 12.875 NONE 0 Reduced Investor Single Fam 1 Purchase 1 24 Hard OTHER LEAGUE CITY 171458446 14.75 NONE 0 Reduced Investor Single Fam 1 Cashout 0 0 None OTHER XXXXXX 171458464 13.125 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Hard OTHER SUISUN CITY 171458900 11.75 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None OTHER BROOKLYN 171459893 12.25 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 1 yr Hard OTHER LAS VEGAS 171459897 12.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER SACRAMENTO 171459898 11.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER VISALIA 171459901 12.125 NONE 0 Reduced Primary PUD 1 Purchase 1 36 1 yr Hard OTHER XXXXXXXXX 171459903 13.125 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER LOS ANGELES 171459911 11.99 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER WESTMINSTER 171459914 11.75 NONE 0 Reduced Primary PUD 1 Purchase 1 36 1 yr Hard OTHER LA GRANGE 171475905 12.5 PMI 25 Stated/Stated Primary 2 Fam 2 Purchase 1 12 Hard OTHER PROVIDENCE 171478684 12.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Hard OTHER XXXXXXXX 171479624 11.125 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft OTHER XXXXXX 171479625 12.875 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 1 6 Hard OTHER GARDEN GROVE 171485993 11.375 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft OTHER XXXXXX 171488365 12.625 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG SUN VALLEY 171488368 12.375 NONE 0 Full Primary Single Fam 1 Cashout 1 24 Soft SILVER STATE MTG PALOS VERDES PENINSULA 171488371 12.875 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Soft SILVER STATE MTG CLEARWAATER 171488372 12.875 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Soft SILVER STATE MTG CLEARWAATER 171488383 12.625 NONE 0 Stated/Stated Primary Condo-Lo 1 Cashout 1 36 Soft SILVER STATE MTG RANCHO SANTE FE 171488390 12.375 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None SILVER STATE MTG UNION 171488397 13 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 1 36 Soft SILVER STATE MTG XXXXXX VALLEY 171488407 13.25 NONE 0 Reduced Investor PUD 1 Purchase 1 12 Soft SILVER STATE MTG AURORA 171488423 13.875 NONE 0 No Ratio Second Home Condo-Lo 1 Purchase 1 36 Soft SILVER STATE MTG HENDERSON 171488424 13.5 NONE 0 Reduced Second Home PUD 1 Rate Term 0 0 None SILVER STATE MTG XXXXXX 171488434 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None SILVER STATE MTG SILVER SPRING 171488441 12.375 NONE 0 Full Investor PUD 1 Purchase 0 0 None SILVER STATE MTG XXXXXXXX 171488459 13.75 NONE 0 Reduced Investor PUD 1 Purchase 1 12 Soft SILVER STATE MTG HENDERSON 171488470 13.125 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None SILVER STATE MTG NORTH LAS VEGAS 171488474 12.5 NONE 0 Alternate Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG LONGMONT 171490298 11.625 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER ONTARIO 171490877 13.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Hard OTHER CULPEPER 171490880 14.125 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None OTHER GREENBELT 171490892 13.75 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 12 Hard OTHER MONTPELIER 171492106 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXX 171492934 12.125 NONE 0 No Ratio Primary PUD 1 Rate Term 1 36 Soft OTHER LADERA RANCH 171494806 13.125 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 6 Soft OTHER (RESEDA AREA) LOS ANGELES 171494853 13.5 NONE 0 No Ratio Primary 3 Fam 3 Purchase 1 36 Soft OTHER LONG BEACH 171494860 12.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None OTHER SAINT XXXXXXXXX 171495375 11.375 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Hard OTHER RIDGECREST 171496147 12.75 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 36 Hard OTHER PORTLAND 171498420 13.75 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 1 yr Hard OTHER RANCHO XXXXXXX 171498429 13.875 NONE 0 No Ratio Primary PUD 1 Cashout 1 36 1 yr Hard OTHER CALABASAS 171498436 12.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 1 yr Hard OTHER RANCHO XXXXXXX 171498441 14.375 NONE 0 No Ratio Second Home Single Fam 1 Purchase 1 36 1 yr Hard OTHER PORTERVILLE 171498446 11.375 NONE 0 No Ratio Primary 2 Fam 2 Cashout 1 36 1 yr Hard OTHER OAKLAND 171498448 13.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER RANCHO XXXXXXX 171500253 12.625 NONE 0 No Ratio Primary 2 Fam 2 Purchase 1 12 Soft OTHER BRONX 171500263 12.25 NONE 0 Reduced Investor 3 Fam 3 Cashout 1 12 Hard OTHER BROOKLYN 171500268 12 NONE 0 Reduced Investor 4 Fam 4 Purchase 1 12 Hard OTHER BRONX 171500270 12.25 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None OTHER XXXXXXXXXX 171500271 12.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Hard OTHER CORONA 171500275 12.375 NONE 0 No Ratio Investor Single Fam 1 Purchase 0 0 None OTHER XXXXXXX 171500277 12.75 NONE 0 No Doc Primary Single Fam 1 Cashout 0 0 None OTHER MILLEDGEVILLE 171500278 13.25 NONE 0 No Ratio Second Home PUD 1 Purchase 1 12 Hard OTHER GROVELAND 171500284 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None OTHER PASADENA 171500285 12.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER CENTREVILLE 171500326 11.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 60 Hard OTHER FORT LAUDERDALE 171500356 11.5 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None OTHER VIENNA 171500436 12.25 NONE 0 Full Primary PUD 1 Rate Term 0 0 None OTHER SPARTANBURG 171500450 13.875 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 36 Hard OTHER TAMPA 171501035 11.875 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER XXXX COVINA 171503323 12.875 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 1 6 Hard OTHER RIALTO 171504130 11.625 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 Hard OTHER SANTA XXXXXXX 171506594 12.125 NONE 0 No Doc Second Home Condo-Hi 1 Purchase 1 36 Hard OTHER DORAL 171506595 12.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 6 Hard OTHER PALMDALE 171509666 12.25 NONE 0 Reduced Investor Single Fam 1 Purchase 1 36 Soft OTHER WEATHERFORD 171509905 12.5 NONE 0 Reduced Investor 4 Fam 4 Cashout 1 36 Hard OTHER XXXXXXXX 171509943 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None OTHER SAN XXXX 171509946 11.5 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Hard OTHER XXXXXXX 171509961 11.875 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft OTHER RIVERSIDE 171510306 12 NONE 0 Full Investor Single Fam 1 Purchase 1 36 Soft OTHER WEATHERFORD 171522883 11.625 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER XXXXXX PARK 171527940 11.875 NONE 0 Reduced Primary PUD 1 Rate Term 0 0 None OTHER XXXXXX 171528198 14.25 NONE 0 No Doc Second Home Single Fam 1 Purchase 1 36 1 yr Hard OTHER XXXXXXXXXX 171528216 13.5 NONE 0 No Doc Primary Single Fam 1 Purchase 1 36 Soft OTHER LEHIGH ACRES 171528254 13.875 PMI 12 No Doc Investor Single Fam 1 Cashout 1 36 1 yr Hard OTHER MINNEOLA 171528270 13.625 PMI 35 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER OCOEE 171528293 13.5 PMI 35 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER KISSIMMEE 171528299 15.25 PMI 25 No Doc Investor 4 Fam 4 Purchase 1 36 1 yr Hard OTHER ATLANTA 171528306 14.75 PMI 35 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft OTHER MIAMI 171528314 14.75 PMI 35 No Ratio Primary Single Fam 1 Purchase 1 12 Soft OTHER KISSIMMEE 171528653 12.5 NONE 0 Reduced Primary Condo-Hi 1 Purchase 1 36 Soft OTHER AVENTURA 171528654 11 NONE 0 No Ratio Primary 3 Fam 3 Cashout 1 36 Soft OTHER SOUTH GATE 171531643 11.875 NONE 0 Reduced Second Home Single Fam 1 Purchase 1 36 Hard OTHER XXXXXX 171531654 12.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Hard OTHER LAS VEGAS 171531699 11.625 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER PARLIER 171531703 12.875 NONE 0 Full Primary Single Fam 1 Purchase 1 36 Hard OTHER SPRINGFIELD 171532906 12 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Hard OTHER ANAHEIM 171538960 11.5 NONE 0 Lite Primary Single Fam 1 Purchase 1 24 Hard OTHER PHOENIX 171539118 11 NONE 0 Reduced Primary PUD 1 Purchase 1 60 Hard OTHER XXXXX 171539121 11 NONE 0 No Ratio Investor Single Fam 1 Cashout 1 36 Soft OTHER HERCULES 171539122 11 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 Soft OTHER XXXXXXX 171540298 13.625 NONE 0 Reduced Investor PUD 1 Purchase 1 12 Soft SILVER STATE MTG LAS VEGAS 171540305 12.5 NONE 0 Reduced Second Home Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG LAS VEGAS 171540324 12.75 NONE 0 Full Primary Single Fam 1 Rate Term 0 0 None SILVER STATE MTG KUNA 171540331 13.125 NONE 0 No Ratio Investor PUD 1 Purchase 1 12 Soft SILVER STATE MTG NORTH LAS VEGAS 171540344 12.875 NONE 0 Reduced Investor Single Fam 1 Purchase 1 12 Soft SILVER STATE MTG BOISE 171540396 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG XXXXX 171540417 13.875 NONE 0 Reduced Investor PUD 1 Purchase 1 36 Soft SILVER STATE MTG BOTHELL 171540435 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG LAS VEGAS 171540453 14.25 NONE 0 Reduced Investor Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG GLADEWATER 171540476 12.75 NONE 0 No Ratio Second Home PUD 1 Purchase 0 0 None SILVER STATE MTG NORTH LAS VEGAS 171540488 12.375 NONE 0 Stated/Stated Primary PUD 1 Purchase 0 0 None SILVER STATE MTG HENDERSON 171540491 12.875 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 0 0 None SILVER STATE MTG PASADENA 171541070 11.25 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 1 24 Soft OTHER PHOENIX 171541079 12.5 NONE 0 Reduced Primary 4 Fam 4 Purchase 1 36 Hard OTHER LOS ANGELES 171544886 13.05 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None OTHER BALTIMORE 171544887 13.7 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER SACRAMENTO 171544889 12.85 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER LONG BEACH 171544891 13.35 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Hard OTHER SUN CITY 171544893 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER XXXXXXXXX 171544894 13.55 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None OTHER XXXXXXXX CITY 171544895 12.475 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER COACHELLA 171546445 14 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None OTHER MANTEO 171547259 12.625 PMI 30 Reduced Primary Condo-Hi 1 Purchase 1 36 Hard OTHER DORAL 171549701 12.75 NONE 0 Stated/Stated Primary 2 Fam 2 Cashout 1 36 Hard OTHER XXXXXXXXXX 171549804 13 NONE 0 Reduced Primary Condo-Hi 1 Purchase 1 36 Hard OTHER LOS ANGELES 171549806 10.75 NONE 0 Reduced Second Home PUD 1 Purchase 1 36 Soft OTHER APOPKA 171550165 11.75 NONE 0 Full Second Home Condo-Lo 1 Purchase 1 36 Soft OTHER HOUSTON 171550420 11.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER RANCHO XXXXXXX 171550565 12.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER LAS VEGAS 171550836 11.5 NONE 0 No Ratio Primary 3 Fam 3 Purchase 0 0 None OTHER BROOKLYN 171551256 14.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Hard OTHER HIGHLAND 171551260 11.75 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None OTHER EAST XXXXXXX 171551261 10.75 NONE 0 Reduced Primary 3 Fam 3 Purchase 0 0 None OTHER FAR ROCKAWAY 171551600 11.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER XXXXXX 171551661 12.25 NONE 0 No Ratio Primary Single Fam 1 Rate Term 1 36 Hard OTHER ROCHESTER 171551778 14.625 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 12 Hard OTHER XXXXXXXXXX 171551781 14.5 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 12 Hard OTHER APPLE VALLEY 171551782 14.375 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 24 1 yr Hard OTHER STOCKTON 171551783 12.625 NONE 0 No Doc Investor Single Fam 1 Cashout 1 36 1 yr Hard OTHER SAN XXXXXXXXX 171551784 11.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER VACAVILLE 171551785 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER ELK GROVE 171551786 12.5 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER OAKLAND 171551787 12.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER SUN CITY 171551788 14.625 NONE 0 No Ratio Investor 2 Fam 2 Purchase 1 36 1 yr Hard OTHER MONROVIA 171551789 14.25 NONE 0 No Ratio Investor 3 Fam 3 Purchase 1 12 Hard OTHER VISALIA 171551790 12.375 NONE 0 No Ratio Investor Single Fam 1 Cashout 1 36 1 yr Hard OTHER XXXXXXX 171551791 12.375 NONE 0 No Ratio Investor 2 Fam 2 Cashout 1 36 1 yr Hard OTHER XXXXXXX 171551793 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER WINDSOR 171551794 13.125 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 1 yr Hard OTHER SAN XXXXX 171551795 12.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Hard OTHER SACRAMENTO 171551796 12.125 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER EL SOBRANTE 171551798 12.75 NONE 0 No Ratio Investor 4 Fam 4 Purchase 1 36 1 yr Hard OTHER HIGHLAND 171551799 12.875 NONE 0 No Ratio Investor PUD 1 Cashout 1 12 Hard OTHER KELSEYVILLE 171551801 12.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER XXXXXXXX 171551802 14.75 NONE 0 No Ratio Second Home Single Fam 1 Purchase 1 36 1 yr Hard OTHER XXXXXX 171551803 10.875 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 1 yr Hard OTHER XXXXXXX 171551807 11.25 NONE 0 Full Primary 4 Fam 4 Purchase 1 36 1 yr Hard OTHER RIALTO 171551809 11.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER XXXXXXX 171551810 13.75 NONE 0 No Ratio Second Home PUD 1 Purchase 1 24 1 yr Hard OTHER SCARMENTO 171551811 10.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 1 yr Hard OTHER ESCONDIDO 171551812 10.5 NONE 0 Full Primary Single Fam 1 Cashout 1 36 1 yr Hard OTHER CUPERTINO 171551813 13.375 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 12 Hard OTHER RIVERSIDE 171551814 10.75 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 1 yr Hard OTHER XXXXXXXXX 171551815 10.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER SACRAMENTO 171551816 12.25 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 1 yr Hard OTHER SAN XXXXX 171551817 12 NONE 0 No Ratio Investor 2 Fam 2 Rate Term 1 36 1 yr Hard OTHER SACRAMENTO 171551818 11.25 NONE 0 No Ratio Investor Single Fam 1 Cashout 1 36 1 yr Hard OTHER XXXXXXX 171551820 11.875 NONE 0 Stated/Stated Second Home Single Fam 1 Purchase 0 0 None OTHER XXXXXX 171552582 11.875 NONE 0 Reduced Primary PUD 1 Cashout 1 36 Soft OTHER CORONA AREA 171552583 12.875 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 24 Soft OTHER SAN XXXXXXXXX 171552800 12.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER XXXXXXXXX 171554170 12 NONE 0 Full Investor PUD 1 Purchase 1 36 Soft OTHER TOMBALL 171560500 11.25 NONE 0 Reduced Primary 2 Fam 2 Purchase 0 0 None OTHER XXXXXX 171567479 11.375 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 24 Hard OTHER XXXXXXXX 171570669 11.125 NONE 0 Reduced Investor Condo-Hi 1 Purchase 1 36 Soft OTHER CHARLOTTESVILLE 171573018 13.125 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 1 12 Hard OTHER MASSAPEQUA 171573022 13.125 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 0 0 None OTHER NEW YORK 171573025 12.875 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 1 12 Hard OTHER MASSAPEQUA 171573029 11.625 NONE 0 Full Primary PUD 1 Rate Term 1 36 Soft OTHER CASTLE ROCK 171573138 12.125 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER PERRIS AREA 171574061 11.75 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None OTHER BRONX 171574516 12.375 NONE 0 Reduced Investor Single Fam 1 Cashout 1 36 Hard OTHER XXXXXX 171576766 11.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER GARDEN GROVE 171576768 12 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft OTHER LOS ANGELES 171579786 11.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER BIG BEAR LAKE 171580592 12.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER NORTH LAS VEGAS 171580762 12 NONE 0 Reduced Primary Condo-Hi 1 Rate Term 1 36 Soft OTHER CHICAGO 171581054 11 NONE 0 Full Primary Single Fam 1 Cashout 1 24 Hard OTHER XXXXXXX 171583148 11.375 NONE 0 Stated/Stated Primary Single Fam 1 Rate Term 1 36 Hard OTHER SEATTLE 171584649 11.875 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 36 Soft OTHER KISSIMMEE 171584741 12.125 NONE 0 No Ratio Second Home Single Fam 1 Purchase 1 36 Soft OTHER LAS VEGAS 171584748 14.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None OTHER XXXXXX 171584913 12.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER LONG BEACH 171584914 11.875 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 1 6 Hard OTHER PITTSBURG 171584915 11.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 6 Hard OTHER XXXXXXX 171585271 13.75 NONE 0 No Ratio Second Home Condo-Lo 1 Purchase 1 36 Hard OTHER TAMPA 171585272 13 NONE 0 Full Investor PUD 1 Purchase 1 36 Soft OTHER XXXXXX 171585283 11 NONE 0 Reduced Investor Condo-Hi 1 Purchase 1 36 Soft OTHER CHARLOTTESVILLE 171585346 12.75 NONE 0 Stated/Stated Investor 2 Fam 2 Cashout 1 36 Soft OTHER LEHIGH ACRES 171586256 12.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Hard OTHER HERCULES 171586826 11.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 6 Hard OTHER MONROVIA 171587224 11 NONE 0 Stated/Stated Primary 2 Fam 2 Purchase 0 0 None OTHER BRONX 171587226 11.25 NONE 0 No Ratio Investor Condo-Hi 1 Purchase 1 36 Soft OTHER CHARLOTTESVILLE 171587227 11 NONE 0 Reduced Investor Condo-Hi 1 Purchase 1 36 Soft OTHER CHARLOTTESVILLE 171587449 11 NONE 0 Reduced Investor Condo-Hi 1 Purchase 1 36 Soft OTHER CHARLOTTESVILLE 171587590 12.5 NONE 0 Reduced Investor 3 Fam 3 Purchase 0 0 None OTHER BRONX 171588852 14.25 NONE 0 No Ratio Primary Condo-Hi 1 Purchase 1 36 Hard OTHER XXXXXX XXX XXX 171590233 11.375 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 24 Soft OTHER LONG BEACH 171590236 11.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER HOSCHTON 171590238 11 NONE 0 Reduced Primary Single Fam 1 Cashout 1 24 Hard OTHER MIAMI 171591194 11.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 24 Hard OTHER ARCADIA 171592735 11.75 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft OTHER XXXXXX XXXXX 171593385 12.25 NONE 0 Reduced Primary 2 Fam 2 Cashout 1 24 Soft OTHER LOS ANGELES 171601336 12.25 NONE 0 Full Primary Single Fam 1 Purchase 1 12 Hard FNBN GLENDALE 171601350 13 NONE 0 Reduced Primary Condo-Lo 1 Rate Term 1 36 Soft FNBN EL CAJON 171601352 13.5 NONE 0 Reduced Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601353 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN TAMPA 171601354 13 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN GAINESVILLE 171601355 14.5 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 0 0 None FNBN SEA GIRT 171601357 13.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN STAMFORD 171601358 13.25 NONE 0 Reduced Primary PUD 1 Cashout 1 12 Soft FNBN XXXXXX 171601359 13.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX 171601362 13.625 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 24 Soft FNBN COCONUT CREEK 171601363 15.75 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 1 yr Hard FNBN DETROIT 171601364 14.625 NONE 0 Reduced Investor Condo-Lo 1 Purchase 0 0 None FNBN LAS VEGAS 171601365 13 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN ASHBURN 171601366 13.625 NONE 0 No Doc Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXXXXX 171601367 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN SARASOTA 171601368 12.75 NONE 0 Reduced Primary 2 Fam 2 Purchase 0 0 None FNBN XXXXXXX 171601369 13.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 12 Soft FNBN SPRINGFIELD 171601370 13.5 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN BOCA RATON 171601371 14.75 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 0 0 None FNBN MCHENRY 171601372 13.75 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN XXXXXXX 171601373 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN ST. XXXXXX 171601374 13 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN ROCKLEDGE 171601375 13.375 NONE 0 Full Primary Single Fam 1 Purchase 1 24 Soft FNBN MINNEAPOLIS 171601376 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN CHARLESTOWN 171601377 13.625 NONE 0 Reduced Second Home Single Fam 1 Purchase 1 24 Soft FNBN LAS VEGAS 171601379 14.375 NONE 0 Reduced Primary PUD 1 Cashout 1 60 1 yr Hard FNBN NEW PORT XXXXXX 171601380 13.875 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN DISTRICT HEIGHTS 171601381 12.875 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 60 1 yr Hard FNBN NEWSOMS 171601382 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN GOODYEAR 171601383 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXXXXX 171601384 14.5 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN BABYLON 171601385 13.375 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 12 Soft FNBN PORT ORCHARD 171601389 13.5 NONE 0 Stated/Stated Primary Condo-Lo 1 Purchase 0 0 None FNBN UPPER MARLBORO 171601390 13.125 NONE 0 Full Primary Single Fam 1 Cashout 1 36 Soft FNBN HESPERIA 171601391 13.375 NONE 0 Reduced Primary PUD 1 Purchase 1 24 1 yr Hard FNBN WILDOMAR 171601392 12.875 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXXX 171601393 13.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN ARLINGTON 171601394 13.5 NONE 0 Full Primary Single Fam 1 Purchase 0 0 None FNBN SAN XXXX 171601395 13.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN ELK RIVER 171601396 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Soft FNBN NORTH LAUDERDALE 171601398 13.125 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN INVER GROVE HEIGHTS 171601399 12.75 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 60 Soft FNBN NORTH ST.XXXX 171601400 13.75 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 24 Soft FNBN ESCONDIDO 171601401 13.375 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN CHICAGO 171601402 12.25 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN HOUSTON 171601404 12.875 NONE 0 No Doc Primary PUD 1 Cashout 0 0 None FNBN DESERT HOT SPRINGS 171601405 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXX VALLEY 171601406 14.375 NONE 0 Reduced Primary Condo-Lo 1 Rate Term 1 12 Hard FNBN FREEHOLD TOWNSH 171601407 13.625 NONE 0 No Ratio Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601408 13.875 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 60 Soft FNBN EL CAJON 171601409 12.875 NONE 0 Reduced Primary Single Fam 1 Cashout 1 12 Soft FNBN DELHI 171601410 13 NONE 0 Reduced Primary Single Fam 1 Rate Term 0 0 None FNBN XXXX COVINA 171601411 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN XXXXXXXXX 171601412 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXX 171601413 13.875 NONE 0 Reduced Investor Single Fam 1 Cashout 1 24 Soft FNBN XXXXXXXX 171601414 12.375 NONE 0 Reduced Investor Single Fam 1 Cashout 1 36 1 yr Hard FNBN WASHINGTON 171601415 13 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 12 Soft FNBN SCOTTSDALE 171601416 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX 171601418 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN BRADENTON 171601420 13.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN BERKELEY 171601421 13.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN XXXXX 171601422 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN MIRA LOMA 171601423 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN INDIAN TRAIL 171601424 13.375 NONE 0 No Doc Primary PUD 1 Purchase 0 0 None FNBN TALLAHASSEE 171601426 13 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 Soft FNBN SAN XXXXX 171601427 12.875 NONE 0 No Doc Primary Single Fam 1 Cashout 0 0 None FNBN BAKERSFIELD 171601428 13.75 NONE 0 Reduced Primary Condo-Lo 1 Cashout 1 12 Hard FNBN ORLANDO 171601429 13.125 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXXX 171601430 13.5 NONE 0 Reduced Primary PUD 1 Cashout 1 24 Soft FNBN MABLETON 171601433 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXXX 171601434 14.375 NONE 0 Reduced Investor Single Fam 1 Cashout 0 0 None FNBN XXXXXX 171601435 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Soft FNBN MARICOPA 171601436 14.125 NONE 0 Reduced Primary 2 Fam 2 Cashout 0 0 None FNBN GARFIELD 171601438 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN PORT ST XXXXX 171601440 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN DOVER 171601441 13.625 NONE 0 No Ratio Primary 2 Fam 2 Purchase 0 0 None FNBN WAUKEGAN 171601442 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Soft FNBN STERLING 171601443 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXX HEIGHTS 171601444 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN MERCED 171601445 13.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN MOUNTAIN HOUSE 171601446 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXXXXX 171601447 13.375 NONE 0 Full Primary Single Fam 1 Cashout 1 12 Soft FNBN CRYSTAL 171601448 12.75 NONE 0 Full Primary Single Fam 1 Cashout 0 0 None FNBN DENVER 171601449 13.625 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN HIALEAH 171601450 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXX 171601451 13.375 NONE 0 Reduced Primary PUD 1 Cashout 1 12 Soft FNBN TUCSON 171601452 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN MOUNTAIN HOUSE 171601453 13.375 NONE 0 Reduced Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601455 12.75 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None FNBN LAS VEGAS 171601456 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN BAKERSFIELD 171601458 12.625 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXX 171601459 14.25 RMIC 25 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN LISBON 171601460 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN HARRISON 171601462 14.375 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN ELKRIDGE 171601463 13 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN CAMDEN WYOMING 171601464 14.5 NONE 0 Reduced Second Home PUD 1 Purchase 0 0 None FNBN XXXXXX 171601465 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN LAS VEGAS 171601467 13.75 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXXXXXX 171601468 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN SAN XXXXX 171601469 13.875 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 12 Soft FNBN RICHMOND 171601470 13.5 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXX 171601471 13.625 NONE 0 Stated/Stated Investor Single Fam 1 Cashout 1 36 1 yr Hard FNBN COLUMBUS 171601474 13.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXXXX 171601475 13.25 NONE 0 Full Primary Single Fam 1 Cashout 1 60 1 yr Hard FNBN XXXXXXXXXX 171601476 13.375 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft FNBN STERLING 171601477 14.5 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 12 Soft FNBN DIX HILLS 171601478 13.75 NONE 0 No Doc Primary Condo-Lo 1 Cashout 1 12 Soft FNBN XXXXXXXXXX 171601480 13.125 NONE 0 No Ratio Primary 2 Fam 2 Purchase 1 24 Soft FNBN CORONA 171601481 13.5 NONE 0 Reduced Primary 2 Fam 2 Cashout 1 12 Hard FNBN RICHMOND XXXX 171601483 13.5 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXX 171601484 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN PHOENIX 171601485 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN SILOAM SPRINGS 171601486 13.875 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 0 0 None FNBN LAS VEGAS 171601487 13.75 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN CENTENNIAL 171601488 13.25 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN RENO 171601489 12.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN XXXXXXXXX 171601490 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN WARWICK 171601491 13.375 NONE 0 Stated/Stated Primary Condo-Lo 1 Purchase 1 12 Hard FNBN MINNEAPOLIS 171601492 12.875 PMI 20 Full Primary Single Fam 1 Cashout 1 60 Soft FNBN MIAMI 171601493 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN TROOPER 171601494 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXX 171601496 12.875 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft FNBN MOUNT XXXXXXX 171601497 13.5 NONE 0 No Ratio Second Home PUD 1 Purchase 0 0 None FNBN NORTH LAS VEGAS 171601498 13.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN VIENNA 171601499 12.875 NONE 0 Full Primary Condo-Lo 1 Purchase 1 12 Soft FNBN NEWCASTLE 171601500 14.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN NORFOLK 171601501 13 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft FNBN CORONA 171601502 13.25 NONE 0 Full Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXX ISLAND 171601504 13.125 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN TAMPA 171601505 13.625 NONE 0 No Ratio Second Home PUD 1 Purchase 0 0 None FNBN LAS VEGAS 171601506 14.125 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 0 0 None FNBN FORT XXXXX 171601507 13 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Soft FNBN LAS VEGAS 171601508 14 NONE 0 No Ratio Second Home Condo-Lo 1 Purchase 0 0 None FNBN XXXXXXXXX 171601509 13.875 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft FNBN XXXXXX 171601510 13.25 NONE 0 Reduced Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601511 13.75 NONE 0 Stated/Stated Primary Condo-Lo 1 Purchase 0 0 None FNBN XXXXX 171601514 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXX XXXX 171601516 13.75 NONE 0 Full Investor PUD 1 Purchase 0 0 None FNBN NAPLES 171601518 14.5 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX 171601519 13.875 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 12 Hard FNBN XXXXXX 171601520 13.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN LAS VEGAS 171601521 13 NONE 0 Reduced Primary PUD 1 Purchase 1 60 Soft FNBN COMMERCE CITY 171601522 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN HIGHLAND 171601523 13.875 NONE 0 No Ratio Primary 2 Fam 2 Cashout 1 36 Soft FNBN BROOKLYN 171601524 13.25 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft FNBN FRESNO 171601525 13.25 NONE 0 Reduced Second Home Condo-Lo 1 Rate Term 1 12 Soft FNBN LAS VEGAS 171601526 12.875 NONE 0 Reduced Primary Condo-Lo 1 Cashout 0 0 None FNBN PHOENIX 171601527 12 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN NORTH LAS VEGAS 171601528 13 NONE 0 Reduced Investor Single Fam 1 Cashout 0 0 None FNBN VALRICO 171601530 13.125 NONE 0 No Ratio Primary PUD 1 Cashout 1 12 Soft FNBN XXXXXXX 171601532 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN BAY SHORE 171601533 12.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN HEMPSTEAD 171601534 12.75 NONE 0 No Doc Primary 3 Fam 3 Cashout 0 0 None FNBN BROOKLYN 171601536 13.625 NONE 0 Reduced Primary 2 Fam 2 Purchase 0 0 None FNBN BROOKLYN 171601537 13 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 12 Hard FNBN XXXXXX XXXX 171601538 13.625 NONE 0 Full Investor Single Fam 1 Purchase 1 36 1 yr Hard FNBN ST CLOUD 171601539 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXXXX 171601540 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN LYNWOOD 171601541 13.25 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN MANASSAS PARK 171601542 12.75 NONE 0 Reduced Primary 2 Fam 2 Purchase 1 36 Soft FNBN HACKENSACK 171601543 14.5 NONE 0 Full Investor Single Fam 1 Cashout 1 36 Soft FNBN SYRACUSE 171601544 14 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN GARDEN GROVE 171601545 12.75 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN ORLANDO 171601546 13 NONE 0 No Doc Primary PUD 1 Purchase 0 0 None FNBN CLEARWATER 171601547 11.75 NONE 0 Full Primary PUD 1 Cashout 0 0 None FNBN PHOENIX 171601548 12.875 NONE 0 No Doc Primary Coop 1 Purchase 1 24 1 yr Hard FNBN PHOENIX 171601549 13.75 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 24 Soft FNBN COCONUT CREEK 171601550 13.375 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None FNBN MAPLE GROVE 171601551 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN MARICOPA 171601552 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN FRESNO 171601553 13 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN LAS VEGAS 171601554 13 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN RENO 171601555 13.125 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN QUEEN CREEK 171601556 12.875 NONE 0 Stated/Stated Primary Condo-Hi 1 Purchase 0 0 None FNBN HYATTSVILLE 171601557 14.375 NONE 0 Reduced Primary Condo-Hi 1 Purchase 1 12 Soft FNBN ATLANTA 171601558 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN ORLANDO 171601559 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard FNBN CAPE CORAL 171601560 13.125 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft FNBN FOREST LAKE 171601561 13.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft FNBN FALLS CHURCH 171601562 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN QUEENS VILLAGE 171601563 14 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXXX 171601564 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXX 171601565 13.25 NONE 0 No Ratio Investor Single Fam 1 Rate Term 0 0 None FNBN LEHIGH ACRES 171601567 13.25 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXX 171601568 13.625 NONE 0 Full Investor Single Fam 1 Purchase 1 36 1 yr Hard FNBN ST CLOUD 171601569 13 NONE 0 No Ratio Second Home PUD 1 Purchase 1 36 Soft FNBN XXXXXX 171601570 11.25 NONE 0 Full Primary Single Fam 1 Rate Term 1 60 Soft FNBN SCOTTSDALE 171601571 10.875 NONE 0 Reduced Second Home PUD 1 Cashout 1 36 Soft FNBN PHOENIX 171601572 13.375 NONE 0 Stated/Stated Investor PUD 1 Purchase 0 0 None FNBN SWANNANOA 171601573 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN ARVADA 171601574 13.5 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN HOUSTON 171601575 12.875 NONE 0 Reduced Primary Single Fam 1 Cashout 1 12 Soft FNBN MASTIC BEACH 171601576 13.375 NONE 0 No Ratio Primary 2 Fam 2 Cashout 0 0 None FNBN SPRINGFIELD GARDENS 171601577 14.625 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN SAVANNAH 171601578 13.5 NONE 0 Reduced Second Home Single Fam 1 Purchase 0 0 None FNBN OMAHA 171601579 13.625 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN ACWORTH 171601580 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXXX 171601581 13.125 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None FNBN MESA 171601582 13.125 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None FNBN BOLINGBROOK 171601583 13.625 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN PHOENIX 171601584 13.625 NONE 0 Reduced Second Home PUD 1 Purchase 0 0 None FNBN TUCSON 171601585 13.25 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN TOLLESON 171601586 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN MAPLE GROVE 171601587 13 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN PHOENIX 171601588 13.75 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 12 Soft FNBN XXXXXXXXX SHORES 171601590 13.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 12 Soft FNBN GURNEE 171601591 13.125 NONE 0 Reduced Investor PUD 1 Purchase 1 60 1 yr Hard FNBN XXXXXX 171601592 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN LAKEWAY 171601593 12.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXXX 171601594 13.375 NONE 0 No Doc Primary Single Fam 1 Cashout 1 12 Soft FNBN ANAHEIM 171601595 13.25 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN LA HABRA 171601596 13.25 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN QUEEN CREEK 171601597 13.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 24 Soft FNBN MAPLE LAKE 171601598 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN VISALIA 171601599 13.875 NONE 0 Reduced Investor PUD 1 Purchase 0 0 None FNBN SCOTTSDALE 171601600 14 NONE 0 Reduced Primary Single Fam 1 Purchase 1 60 Soft FNBN CORAL GABLES 171601602 12.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN CLACKAMAS 171601603 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN LAS VEGAS 171601604 13.375 NONE 0 Full Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX 171601605 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Hard FNBN CHICAGO 171601606 12.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN REDWOOD VALLEY 171601607 13.25 NONE 0 Reduced Primary Condo-Hi 1 Purchase 0 0 None FNBN HOLLYWOOD 171601608 13 NONE 0 Full Primary PUD 1 Purchase 0 0 None FNBN ROSWELL 171601609 14 NONE 0 Reduced Primary Single Fam 1 Purchase 1 60 Soft FNBN XXXXXX 171601610 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN GAITHERSBURG 171601611 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN XXXXXXXX HEIGHTS 171601612 13.125 NONE 0 No Doc Primary Single Fam 1 Cashout 1 60 Soft FNBN GRANT 171601614 13.875 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXX 171601615 12.625 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 1 yr Hard FNBN SAINT XXXX 171601616 13.375 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN XXXXXXXX XXXXX 171601617 13.625 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN NORTH PORT 171601618 13.5 NONE 0 Stated/Stated Second Home PUD 1 Purchase 1 24 1 yr Hard FNBN XXXXXXXX 171601619 14 NONE 0 No Ratio Investor Single Fam 1 Rate Term 0 0 None FNBN CAPE CORAL 171601622 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN SAN XXXXXXXXXX 171601626 12.625 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXX 171601627 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN LAS VEGAS 171601629 12.875 NONE 0 No Ratio Primary Single Fam 1 Cashout 0 0 None FNBN XXXXXX 171601630 13.5 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXXX BEACH 171601631 13.375 NONE 0 Stated/Stated Investor Condo-Hi 1 Purchase 1 12 Hard FNBN LAS VEGAS 171601634 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN SILVER SPRING 171601635 13.25 NONE 0 No Ratio Primary Single Fam 1 Rate Term 1 24 Soft FNBN SILVER SPRING 171601636 14 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN YUCCA VALLEY 171601637 13.375 NONE 0 No Ratio Primary 2 Fam 2 Purchase 0 0 None FNBN BRONX 171601639 13.625 NONE 0 Stated/Stated Investor Condo-Hi 1 Purchase 0 0 None FNBN LAS VEGAS 171601640 13.375 NONE 0 Reduced Primary 2 Fam 2 Purchase 0 0 None FNBN JERSEY CITY 171601641 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXX XXXX 171601644 12.875 NONE 0 Reduced Primary Single Fam 1 Cashout 1 12 Soft FNBN GREENLAWN 171601645 14.75 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXXXXX 171601646 13.375 NONE 0 Reduced Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601647 14.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN NEW SCANDIA 171601648 14 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXXX 171601649 12.875 NONE 0 Stated/Stated Investor Single Fam 1 Cashout 1 60 1 yr Hard FNBN XXXXXXXX XXXXX 171601650 13.125 NONE 0 No Ratio Primary PUD 1 Cashout 1 12 Soft FNBN KISSIMMEE 171601651 13.25 NONE 0 Reduced Second Home Single Fam 1 Purchase 1 36 Soft FNBN DALLAS 171601652 13.25 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft FNBN RESEDA (L.A.) 171601653 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN SAN XXXXX 171601654 13.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN LAS VEGAS 171601655 13.375 NONE 0 Full Primary Condo-Lo 1 Purchase 1 60 1 yr Hard FNBN FORT XXXXX 171601656 13.875 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard FNBN DALLAS 171601658 13.375 NONE 0 Full Primary Single Fam 1 Cashout 1 36 1 yr Hard FNBN NEW MARKET 171601659 13 NONE 0 No Doc Primary Single Fam 1 Rate Term 1 24 Soft FNBN LA VERKIN 171601660 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft FNBN LAS VEGAS 171601661 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN HEMET 171601662 14.375 NONE 0 Stated/Stated Investor Condo-Hi 1 Purchase 0 0 None FNBN LAS VEGAS 171601663 14.375 NONE 0 Stated/Stated Investor Condo-Hi 1 Purchase 0 0 None FNBN LAS VEGAS 171601664 12.875 NONE 0 Full Primary PUD 1 Rate Term 0 0 None FNBN XXXXXXXXXXX 171601665 13.625 NONE 0 Reduced Primary Condo-Lo 1 Cashout 1 36 Hard FNBN XXXX PALM BEACH 171601666 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN PHOENIX 171601668 12.875 NONE 0 Full Primary Single Fam 1 Purchase 1 12 Soft FNBN BROOKLYN PARK 171601669 13 NONE 0 Full Primary Condo-Lo 1 Purchase 1 12 Soft FNBN STOCKTON 171601670 13.5 NONE 0 Reduced Investor PUD 1 Cashout 0 0 None FNBN SUNRISE 171601671 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX SQUARE 171601672 13.5 NONE 0 Reduced Investor Single Fam 1 Cashout 1 24 Soft FNBN XXXXXXXXX 171601673 13.375 NONE 0 Reduced Primary 2 Fam 2 Purchase 1 12 Hard FNBN XXXXXX 171601674 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN BAKERSFIELD 171601675 14.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN PLYMOUTH 171601676 12.75 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN WALDORF 171601677 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN OAKDALE 171601678 13.25 NONE 0 Reduced Primary 2 Fam 2 Purchase 0 0 None FNBN CHICAGO 171601679 13.875 NONE 0 Reduced Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601680 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN LONG BEACH 171601681 12.875 NONE 0 Reduced Primary Single Fam 1 Cashout 1 12 Soft FNBN LAKE FOREST 171601683 13.375 NONE 0 Reduced Investor Single Fam 1 Rate Term 0 0 None FNBN PERRIS 171601684 13 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN XXXX 171601685 12.875 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN RANCHO XXXXXXX 171601687 13.375 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN LAKESIDE AREA 171601688 13.875 NONE 0 No Ratio Investor Single Fam 1 Cashout 1 12 Soft FNBN SAN XXXX 171601689 12.75 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN CARLSBAD 171601690 13.625 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN SAINT XXXXX XXXX 171601691 13.125 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN CHICAGO 171601692 13.625 NONE 0 Stated/Stated Second Home Condo-Hi 1 Purchase 0 0 None FNBN LAS VEGAS 171601693 12.875 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft FNBN MESA 171601694 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN VILLA PARK 171601695 13.75 NONE 0 Full Primary Single Fam 1 Cashout 1 12 Soft FNBN XXXXXX 171601696 13.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX PARK 171601697 13.75 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 1 36 1 yr Hard FNBN BALTIMORE 171601699 13 NONE 0 No Doc Primary Single Fam 1 Cashout 0 0 None FNBN ARDEN 171601700 13.875 NONE 0 Reduced Second Home Single Fam 1 Cashout 1 24 Soft FNBN MANCELONA 171601701 13.5 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft FNBN XXXXXXXX 171601702 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN CAPE CORAL 171601703 13.25 NONE 0 No Ratio Second Home Single Fam 1 Rate Term 0 0 None FNBN LEHIGH ACRES 171601704 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXXXXX 171601705 13.5 NONE 0 Stated/Stated Primary Condo-Lo 1 Cashout 1 12 Soft FNBN XXXXXXX XXXXXXX 171601706 13 NONE 0 Full Primary PUD 1 Purchase 0 0 None FNBN BUCKEYE 171601707 13.5 NONE 0 No Ratio Investor Single Fam 1 Rate Term 0 0 None FNBN CAPE CORAL 171601708 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN RIDGEFIELD 171601709 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN BAKERSFIELD 171601710 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN SAN XXXXXXXXX 171601712 13.125 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXXX 171601714 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN SURPRISE 171601715 12.625 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN LAWRENCEVILLE 171601716 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN LAURELTON 171601717 14.125 NONE 0 No Ratio Primary Single Fam 1 Cashout 0 0 None FNBN ROCKFORD 171601718 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN ORANGE CITY 171601719 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN EAST XXXXXX 171601720 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN PHOENIX 171601721 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN FREDERICKSBURG 171601722 13.5 NONE 0 No Doc Investor Single Fam 1 Rate Term 0 0 None FNBN CAPE CORAL 171601723 13.125 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXX 171601724 13.375 NONE 0 Reduced Second Home Condo-Hi 1 Purchase 0 0 None FNBN XXXXXXXXX 171601725 13 NONE 0 Full Primary Single Fam 1 Purchase 0 0 None FNBN WASHINGTON 171601726 16.125 RMIC 30 Reduced Primary Single Fam 1 Purchase 1 36 1 yr Hard FNBN DETROIT 171601730 12.5 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 60 Soft FNBN LAKEWOOD 171601731 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN LAS VEGAS 171601732 13.625 NONE 0 Reduced Primary PUD 1 Cashout 1 36 Soft FNBN XXXX PALM BEACH 171601733 14.75 NONE 0 Reduced Primary Condo-Lo 1 Cashout 0 0 None FNBN WASHINGTON 171601734 12.875 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN LOS BANOS 171601735 14.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN SURPRISE 171601736 13 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN NORTH LAS VEGAS 171601737 14.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN PERRIS 171601738 13.625 NONE 0 No Doc Primary PUD 1 Purchase 1 12 Soft FNBN BOISE 171601739 14.25 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN GAITHERSBURG 171601740 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXXXX PARK 171601741 12.875 NONE 0 No Doc Primary PUD 1 Purchase 0 0 None FNBN TEMPE 171601742 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXXX 171601744 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN YPSILANTI 171601745 12.75 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 36 1 yr Hard FNBN TAMPA 171601746 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN MARICOPA 171601747 12.875 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN SURPRISE 171601748 13.75 NONE 0 Reduced Investor Condo-Lo 1 Purchase 1 12 Soft FNBN LAS VEGAS 171601750 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN LOS ANGELES 171601751 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 60 Soft FNBN ELIZABETHTOWN 171601752 13 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN NEWARK 171601753 13.375 NONE 0 Full Investor Single Fam 1 Purchase 0 0 None FNBN SAN XXXXX 171601754 13.125 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXXX 171601755 12.875 NONE 0 Stated/Stated Primary Single Fam 1 Rate Term 1 36 1 yr Hard FNBN XXXXXXXXX 171601756 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 60 Soft FNBN PUNTA GORDA 171601757 13.5 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 60 1 yr Hard FNBN RICHWOOD 171601758 13 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN RANCHO XXXXXXX 171601759 13.375 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXX 171601760 13.75 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN SURPRISE 171601761 14.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN TAMPA 171601762 13 NONE 0 Full Primary PUD 1 Rate Term 1 60 Soft FNBN NORTH XXXXXXXXXX 171601763 13.375 NONE 0 Reduced Primary PUD 1 Cashout 1 36 Soft FNBN TAMPA 171601764 12.875 NONE 0 Reduced Second Home PUD 1 Purchase 1 36 1 yr Hard FNBN XXXXXX 171601765 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN LEHIGH ACRES 171601766 13.25 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN XXXXXXXXX 171601767 13.375 NONE 0 No Ratio Primary 2 Fam 2 Cashout 0 0 None FNBN XXXX NEW YORK 171601768 13.75 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 24 Soft FNBN TACOMA 171601769 13.125 NONE 0 Full Primary 2 Fam 2 Cashout 0 0 None FNBN XXXX ALLIS 171601770 13.875 NONE 0 Reduced Investor 4 Fam 4 Purchase 0 0 None FNBN HUNTSVILLE 171601771 13.25 NONE 0 Full Primary Single Fam 1 Cashout 1 24 Soft FNBN LAS VEGAS 171601772 13.375 NONE 0 Full Primary PUD 1 Cashout 1 36 Soft FNBN MIAMI 171601773 13.25 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft FNBN GOODYEAR 171601775 14 PMI 30 Reduced Primary Single Fam 1 Rate Term 0 0 None FNBN XXXXX 171601776 13.75 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Soft FNBN XXXXXXXXX 171601777 13.5 NONE 0 Reduced Primary PUD 1 Cashout 0 0 None FNBN XXXXXXXXX 171601778 12.875 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 12 Soft FNBN UPPER MARLBORO 171601779 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN ALEXANDRIA 171601780 13.25 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft FNBN HOBE SOUND 171601781 12.25 NONE 0 Reduced Primary PUD 1 Rate Term 1 36 Soft FNBN POMONA 171601782 13.625 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN MIAMI 171601783 13.5 NONE 0 Reduced Investor PUD 1 Purchase 1 36 Soft FNBN XXXXXXX 171601784 13 NONE 0 No Ratio Primary Single Fam 1 Cashout 0 0 None FNBN MENDON 171601785 14.625 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXX 171601788 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN REDWOOD CITY 171601789 13.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN SILVER SPRING 171601790 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN VANCOUVER 171601791 12.875 NONE 0 No Doc Primary Single Fam 1 Rate Term 0 0 None FNBN WASHINGTON 171601792 13.25 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN XXXXXXXXX 171601793 13 NONE 0 Stated/Stated Primary 2 Fam 2 Cashout 1 36 1 yr Hard FNBN BRONX 171601796 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXX 171601798 18 PMI 30 No Ratio Primary PUD 1 Purchase 0 0 None FNBN DOUGLASVILLE 171601799 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN PHOENIX 171601800 13.25 NONE 0 Reduced Primary Single Fam 1 Rate Term 0 0 None FNBN XXXXXXXX HEIGHTS 171601801 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXX 171601802 13 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN MANASSAS 171601803 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN LAS VEGAS 171601804 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXX 171601805 13.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 60 Soft FNBN XXXX PALM BEACH 171601807 13.375 NONE 0 Stated/Stated Primary Condo-Lo 1 Purchase 1 12 Hard FNBN NAPERVILLE 171601808 13.5 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft FNBN SUNRISE 171601810 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN XXXX HAVEN 171601811 14.125 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Soft FNBN PHOENIX 171601812 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN CAPE CORAL 171601813 13.25 NONE 0 Reduced Primary Condo-Lo 1 Cashout 1 12 Soft FNBN SANTA XXXX 171601815 13.25 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN ST XXXXXXXXX 171601816 12.625 NONE 0 Full Primary PUD 1 Purchase 1 12 Soft FNBN RENO 171601817 13.75 NONE 0 No Ratio Investor 2 Fam 2 Cashout 1 36 Soft FNBN XXXXXXXX XXXXX 171601818 12.875 NONE 0 No Ratio Primary Single Fam 1 Cashout 0 0 None FNBN BELTSVILLE 171601819 12.5 NONE 0 No Ratio Primary Single Fam 1 Cashout 0 0 None FNBN XXXXXXXXX 171601820 13.875 NONE 0 Xx Xxx Xxxxxxx XXX 0 Xxxxxxxx 0 0 Xxxx XXXX XXXXX XXXXX 171601821 13.25 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 24 1 yr Hard FNBN VANCOUVER 171601822 14.125 RMIC 20 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN XXXXXXXXXXX 171601823 13.125 NONE 0 Reduced Investor 4 Fam 4 Cashout 0 0 None FNBN PHOENIX 171601824 13.375 NONE 0 Stated/Stated Investor Condo-Hi 1 Purchase 1 12 Hard FNBN LAS VEGAS 171601826 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN SECAUCUS 171601828 14.125 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None FNBN MOUND 171601829 13.25 NONE 0 Reduced Investor Single Fam 1 Purchase 1 36 1 yr Hard FNBN ARLINGTON 171601830 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN SARTELL 171601831 12.875 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft FNBN SANTA CLARITA 171601832 12.875 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 24 Soft FNBN UNION 171601833 13.375 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN BRADENTON 171601834 13.375 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None FNBN ATLANTIC BEACH 171601835 13.25 NONE 0 Reduced Investor PUD 1 Purchase 1 36 1 yr Hard FNBN ARLINGTON 171601836 13 NONE 0 Reduced Primary PUD 1 Purchase 1 12 Soft FNBN XXXXXX 171601837 12.5 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN XXXXXX 171601839 14.25 NONE 0 Full Second Home Condo-Lo 1 Purchase 1 36 1 yr Hard FNBN LIGHTHOUSE 171601840 12.875 NONE 0 Full Primary PUD 1 Purchase 1 60 Soft FNBN LAND O' LAKES 171601841 13.5 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft FNBN MIAMI 171601842 12.875 NONE 0 Stated/Stated Primary PUD 1 Purchase 1 24 1 yr Hard FNBN PALMETTO 171601843 13.375 NONE 0 Reduced Primary PUD 1 Cashout 0 0 None FNBN SUNRISE 171601844 13.25 NONE 0 Reduced Primary 2 Fam 2 Purchase 1 12 Soft FNBN BEACON 171601845 13.125 NONE 0 Reduced Investor PUD 1 Rate Term 1 24 Soft FNBN DELRAY BEACH 171601846 12.625 NONE 0 Reduced Second Home Single Fam 1 Purchase 0 0 None FNBN SHOW LOW 171601847 12.875 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None FNBN CHARLESTOWN 171601848 13.125 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN LOS ANGELES 171601850 13 NONE 0 Full Investor Condo-Lo 1 Cashout 1 12 Soft FNBN WASHINGTON 171601852 12.875 NONE 0 Full Investor PUD 1 Purchase 1 12 Hard FNBN PLAINFIELD 171601853 13.25 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 0 0 None FNBN OCEAN CITY 171601855 13 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft FNBN ANNANDALE 171601856 13.375 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN SURPRISE 171601858 13.625 NONE 0 No Ratio Investor Single Fam 1 Rate Term 0 0 None FNBN CAPE CORAL 171601860 12.625 NONE 0 No Ratio Primary PUD 1 Rate Term 1 24 Soft FNBN ORLANDO 171601862 13.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN FREEPORT 171601863 13.5 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXXX 171601865 12.875 NONE 0 Reduced Primary Single Fam 1 Rate Term 0 0 None FNBN DOUGLASVILLE 171601866 13.125 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN LOGANVILLE 171601867 13.625 NONE 0 No Doc Primary Single Fam 1 Cashout 1 36 Soft FNBN XXXXXXX PARK 171601868 13.375 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft FNBN COCONUT CREEK 171601869 13 NONE 0 Stated/Stated Primary PUD 1 Purchase 1 36 1 yr Hard FNBN OCOEE 171601870 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN LAKELAND 171601871 13.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXXXXXX 171601873 14.25 NONE 0 No Ratio Second Home Single Fam 1 Cashout 1 12 Hard FNBN ELLIJAY 171601874 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN INDIANAPOLIS 171601875 12.625 NONE 0 Full Primary Single Fam 1 Purchase 1 24 Soft FNBN ATHENS 171601876 13.375 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 24 Soft FNBN COCONUT CREEK 171601877 13.5 NONE 0 No Ratio Primary PUD 1 Cashout 1 12 Soft FNBN WINTER GARDEN 171601878 12.875 NONE 0 Reduced Primary PUD 1 Cashout 1 36 Soft FNBN APOPKA 171601880 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN XXXXXX 171601882 12.25 NONE 0 Full Primary Single Fam 1 Rate Term 1 36 Soft FNBN SUFFOLK 171601883 14.625 NONE 0 No Doc Primary Single Fam 1 Purchase 1 36 Soft FNBN MOUNT XXXXXXX 171601884 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Soft FNBN DUMFRIES 171601885 12.875 NONE 0 No Ratio Primary 2 Fam 2 Purchase 1 12 Hard FNBN CHICAGO 171601888 13.5 NONE 0 No Doc Primary PUD 1 Purchase 1 24 Soft FNBN BALLSTON LAKE 171601890 13.875 NONE 0 Full Investor Condo-Lo 1 Purchase 0 0 None FNBN ATLANTA 171601892 13 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN WINTER SPRINGS 171601893 13.375 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None FNBN HAGERSTOWN 171601894 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN GAINESVILLE 171601896 13.375 NONE 0 Stated/Stated Investor PUD 1 Purchase 0 0 None FNBN SWANNANOA 171601897 13 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN SAINT PETERSBURG 171601898 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN JAMAICA 171601899 13.875 NONE 0 Reduced Investor Condo-Hi 1 Purchase 0 0 None FNBN LAS VEGAS 171601902 13.875 PMI 35 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN TAMPA 171601905 13.25 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft FNBN ALEXANDRIA 171601906 12.875 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN ANTHEM 171601907 13.125 NONE 0 Stated/Stated Primary 2 Fam 2 Cashout 0 0 None FNBN GARFIELD 171601909 13.625 NONE 0 Reduced Primary Single Fam 1 Rate Term 0 0 None FNBN BETHESDA 171601910 13.625 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 24 Soft FNBN KISSIMMEE 171601911 13.625 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 Soft FNBN MINNEOLA 171601912 12.875 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft FNBN GAITHERSBURG 171601913 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft FNBN FREDERICKSBURG 171601914 14.5 PMI 35 Reduced Primary PUD 1 Purchase 0 0 None FNBN WAXHAW 171601915 13.25 NONE 0 Stated/Stated Primary Single Fam 1 Rate Term 0 0 None FNBN XXXXXXXXX 171601916 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft FNBN XXXXXXXXXX 171601917 13 NONE 0 No Ratio Primary Single Fam 1 Rate Term 1 12 Soft FNBN NORTH XXXXXX 171601920 14.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN WEDDINGTON 171601921 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None FNBN IRMO 171601922 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN ORLANDO 171601923 13.375 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 36 1 yr Hard FNBN BARTOW 171601924 13.375 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft FNBN MANASSAS 171601925 14.875 PMI 25 No Ratio Investor Single Fam 1 Rate Term 0 0 None FNBN PALM BAY 171601926 13.5 NONE 0 Full Primary PUD 1 Rate Term 0 0 None FNBN PLAINFIELD 171601927 13.375 NONE 0 No Ratio Primary 2 Fam 2 Purchase 0 0 None FNBN CHICAGO 171601928 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN BELTSVILLE 171601929 13.375 NONE 0 No Ratio Second Home PUD 1 Purchase 0 0 None FNBN NORTH LAS VEGAS 171601930 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 Soft FNBN SILVER SPRING 171601931 13.625 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN LAKE HIAWATHA 171601932 13.25 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN HARRISBURG 171601933 12.625 NONE 0 Full Primary Single Fam 1 Purchase 0 0 None FNBN CONYERS 171601934 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None FNBN XXXXXXXXXX 171601936 13.375 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN VICTORVILLE 171601938 12.75 NONE 0 Reduced Primary Condo-Lo 1 Rate Term 0 0 None FNBN GERMANTOWN 171601940 13.875 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 0 0 None FNBN CALABASH 171601941 13.25 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN XXXXXX 171601943 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN XXXXXX 171601945 12.125 NONE 0 Full Primary PUD 1 Purchase 1 60 Soft FNBN SAINT XXXXXX 171601946 13.875 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 1 yr Hard FNBN DALLAS 171601947 13.25 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Soft FNBN EAST XXXXXXX 171601948 13 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN GAITHERSBURG 171601949 11.75 NONE 0 Full Second Home Single Fam 1 Rate Term 0 0 None FNBN CAVE CREEK 171601950 13.625 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN PASADENA 171601951 12.875 NONE 0 Full Investor Condo-Lo 1 Purchase 1 60 1 yr Hard FNBN SALEM 171601952 13 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 1 yr Hard FNBN XXXXXXXX 171601953 13.25 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None FNBN PINEVILLE 171601954 13.375 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 24 Soft FNBN RICHMOND 171601955 13 NONE 0 Full Primary Condo-Lo 1 Purchase 1 24 1 yr Hard FNBN XXXXXX PARK 171601956 13 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN ROMEOVILLE 171601957 13.625 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft FNBN LILBURN 171601958 13.5 NONE 0 Reduced Investor Single Fam 1 Purchase 1 60 Soft FNBN CASSELBERRY 171601959 13.375 NONE 0 Reduced Second Home Single Fam 1 Cashout 1 12 Soft FNBN OROVILLE 171601960 13 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft FNBN SURPRISE 171601961 13.75 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN LAS VEGAS 171601963 13.625 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 36 1 yr Hard FNBN LEHIGH ACRES 171601964 13.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft FNBN XXXXXX 171601965 13.125 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 12 Hard FNBN XXXXXXXXXXX 171601966 12.875 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 12 Soft FNBN NAPLES 171601967 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft FNBN CAPE CORAL 171601969 12.75 NONE 0 Reduced Investor Condo-Lo 1 Cashout 1 60 1 yr Hard FNBN CLEARWATER BEAC 171601970 12.75 NONE 0 Reduced Investor Condo-Lo 1 Cashout 1 60 1 yr Hard FNBN CLEARWATER BEAC 171601971 13.5 NONE 0 Full Primary Condo-Lo 1 Cashout 1 12 Soft FNBN WASHINGTON 171601972 12.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Soft FNBN SOUTH OZONE PARK 171601973 13.625 NONE 0 Reduced Primary PUD 1 Cashout 1 36 Soft FNBN SURPRISE 171601974 12.875 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 Soft FNBN MAPLE VALLEY 171601975 13.125 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 1 24 Hard FNBN XXXXXXX 171601976 13.625 NONE 0 Reduced Investor Condo-Hi 1 Purchase 0 0 None FNBN LAS VEGAS 171601977 13.875 NONE 0 Stated/Stated Primary Single Fam 1 Purchase 0 0 None FNBN DARIEN 171602730 11.375 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Hard OTHER LARGO 171602734 13.25 NONE 0 Reduced Primary Single Fam 1 Cashout 1 24 Hard OTHER XXXXXXX 171603144 12.75 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 1 36 Soft OTHER TRENTON 171603146 11 NONE 0 Full Primary Single Fam 1 Purchase 1 36 Soft OTHER MANCHESTER 171603150 11.125 NONE 0 Reduced Investor Single Fam 1 Rate Term 0 0 None OTHER TEMPE 171603162 11.375 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER XXXXXXXX 171603164 12 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft OTHER LONG BEACH 171603165 11.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Soft OTHER XXXXX 171603166 11 NONE 0 Reduced Primary Single Fam 1 Rate Term 1 36 Soft OTHER XXXXX MESA 171603167 11.25 NONE 0 Reduced Primary Single Fam 1 Cashout 1 36 Hard OTHER LANHAM 171611063 12.875 PMI 25 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER LEHIGH ACRES 171611064 13.375 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER CAPE CORAL 171611065 13.875 PMI 25 No Doc Second Home Single Fam 1 Purchase 1 36 1 yr Hard OTHER CAPE CORAL 171611066 14.375 PMI 25 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER CAPE CORAL 171611067 14.75 PMI 30 No Ratio Second Home Single Fam 1 Purchase 1 36 1 yr Hard OTHER CAPE CORAL 171611068 14.625 PMI 25 No Ratio Second Home Single Fam 1 Purchase 1 36 1 yr Hard OTHER CAPE CORAL 171611069 13.25 NONE 0 No Doc Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER LEHIGH ACRES 171611071 14.75 PMI 35 Full Investor Condo-Lo 1 Purchase 0 0 None OTHER XXXXXX XXXXX 171611072 12.75 NONE 0 No Ratio Primary PUD 1 Cashout 1 36 1 yr Hard OTHER SEMINOLE 171611073 12.875 NONE 0 No Ratio Primary PUD 1 Cashout 1 36 Soft OTHER SEFFNER 171611074 13.625 PMI 35 No Doc Primary Condo-Lo 1 Purchase 1 36 Soft OTHER TAMPA 171611075 13.25 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft OTHER TAMPA 171611076 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER BROOKSVILLE 171611077 13.5 NONE 0 No Doc Investor PUD 1 Cashout 1 36 1 yr Hard OTHER TAMPA 171611078 14.375 PMI 12 No Doc Investor Condo-Lo 1 Purchase 1 36 1 yr Hard OTHER SAINT PETERSBURG 171611079 13.25 PMI 35 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER TAMPA 171611081 13.875 NONE 0 Full Investor PUD 1 Purchase 1 36 1 yr Hard OTHER KISSIMMEE 171611082 14.625 PMI 25 No Doc Investor PUD 1 Purchase 1 36 1 yr Hard OTHER SORRENTO 171611083 13.875 PMI 30 No Doc Primary PUD 1 Purchase 1 12 Soft OTHER SAINT CLOUD 171611085 13.75 PMI 35 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft OTHER XXXXXX 171611087 13.625 PMI 35 No Ratio Primary Single Fam 1 Purchase 1 12 Soft OTHER ANNAPOLIS 171611088 13.5 PMI 35 Full Primary PUD 1 Purchase 1 36 Soft OTHER WALDORF 171611089 12.875 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER WALDORF 171611090 13.875 PMI 25 Full Primary Single Fam 1 Cashout 0 0 None OTHER XXXXXX 171611091 13.75 NONE 0 Full Primary Single Fam 1 Cashout 1 12 Soft OTHER MOBILE 000000000 14.875 PMI 30 Full Investor 2 Fam 2 Rate Term 1 36 1 yr Hard OTHER NEW ORLEANS 171611093 13 NONE 0 No Ratio Primary PUD 1 Cashout 1 12 Soft OTHER XXXXXXXX 171611094 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER SPRINGFIELD 171611096 12.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft OTHER TEMPLE HILLS 171611097 12.625 NONE 0 Full Investor Single Fam 1 Purchase 1 12 Hard OTHER XXXXXX 171611098 13.625 NONE 0 No Ratio Investor Condo-Lo 1 Cashout 1 12 Hard OTHER ALEXANDRIA 171611099 14 PMI 35 No Ratio Primary Single Fam 1 Purchase 0 0 None OTHER SILVER SPRING 171611100 12.875 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 Soft OTHER WINDSOR MILL 171611101 13.5 NONE 0 No Doc Primary PUD 1 Rate Term 1 12 Soft OTHER SOUTH RIDING 171611102 13 NONE 0 No Doc Primary Single Fam 1 Cashout 1 36 Soft OTHER MANASSAS PARK 171611103 13.375 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft OTHER EDGEWATER 171611104 13.5 PMI 25 No Ratio Primary PUD 1 Cashout 1 12 Soft OTHER MANASSAS 171611105 13.875 NONE 0 No Ratio Primary Single Fam 1 Rate Term 1 12 Soft OTHER XXXXXX 171611106 14 NONE 0 No Ratio Investor 3 Fam 3 Purchase 1 36 1 yr Hard OTHER LOS ANGELES 171611107 13.625 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 36 Soft OTHER XXXXXXXXX 171611109 13.875 PMI 35 No Ratio Primary Condo-Lo 1 Purchase 1 12 Hard OTHER CHICAGO 171611110 13.25 NONE 0 No Ratio Primary 2 Fam 2 Rate Term 0 0 None OTHER XXXXXX 171611111 13.875 PMI 35 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER NORTH CHICAGO 171611112 12.625 NONE 0 No Ratio Primary PUD 1 Cashout 1 36 Soft OTHER SUN VALLEY 171611113 13 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft OTHER RENO 171611114 13.125 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER RENO 171611115 13 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft OTHER XXXXXX 171611116 14.875 PMI 25 No Ratio Investor Condo-Lo 1 Purchase 1 12 Hard OTHER GLENDALE HEIGHTS 171611117 14.375 PMI 30 No Ratio Primary Condo-Lo 1 Purchase 0 0 None OTHER CHICAGO 171611118 14.875 NONE 0 No Doc Investor Condo-Lo 1 Purchase 1 36 Hard OTHER XXXXXXX PARK 171611119 14.375 PMI 25 No Ratio Investor Condo-Hi 1 Purchase 1 36 Hard OTHER EVANSTON 171611122 13.375 NONE 0 No Doc Primary Single Fam 1 Purchase 1 36 Soft OTHER APPLE VALLEY 171611123 14.25 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER BAKERSFIELD 171611124 13.5 NONE 0 No Ratio Primary 2 Fam 2 Purchase 1 12 Soft OTHER XXXXXXXX 171611125 13.375 NONE 0 No Ratio Investor 2 Fam 2 Cashout 1 36 1 yr Hard OTHER SAN XXXXXXXXXX 171611126 13.25 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Soft OTHER HESPERIA 171611127 14 NONE 0 No Ratio Investor Single Fam 1 Cashout 1 36 1 yr Hard OTHER JACKSONVILLE 171611128 13.5 NONE 0 No Doc Primary Single Fam 1 Cashout 1 36 Soft OTHER TAMPA 171611130 12.625 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Soft OTHER SACRAMENTO 171611131 13.25 NONE 0 No Ratio Primary Single Fam 1 Cashout 1 12 Soft OTHER RICHMOND 171611132 12.5 NONE 0 No Ratio Primary Single Fam 1 Rate Term 1 12 Hard OTHER CONCORD 171611133 13.5 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft OTHER CHULA VISTA 171611134 13.875 PMI 25 No Doc Primary Single Fam 1 Purchase 1 12 Soft OTHER SAN XXXXX 171612453 11.875 NONE 0 Reduced Investor PUD 1 Purchase 1 36 Soft OTHER TOMBALL 171615185 14.625 NONE 0 No Ratio Investor 2 Fam 2 Purchase 1 12 Hard OTHER LOS ANGELES 171615186 14.875 NONE 0 No Ratio Investor Single Fam 1 Cashout 1 12 Hard OTHER PETALUMA 171615187 12.5 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER COALINGA 171615188 11.125 NONE 0 Full Primary Single Fam 1 Rate Term 1 36 1 yr Hard OTHER BERKELEY 171615189 12 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 1 yr Hard OTHER DUBLIN 171615190 13.875 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER YUCAIPA 171615191 13.875 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER SACRAMENTO 171615192 12.875 NONE 0 No Ratio Primary 2 Fam 2 Purchase 1 36 1 yr Hard OTHER MILPITAS 171615193 12.125 NONE 0 No Ratio Investor PUD 1 Purchase 1 36 1 yr Hard OTHER XXXXXXX 171615194 13.625 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 1 yr Hard OTHER LADERA RANCH AR 171615196 11.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 12 Hard OTHER XXXXXXX 171615197 12.125 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Hard OTHER SUN CITY AREA 171615198 12 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER SACRAMENTO 171615199 14.625 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 24 1 yr Hard OTHER LONG BEACH 171615200 12.875 NONE 0 No Ratio Primary 4 Fam 4 Cashout 1 36 Hard OTHER XXXXXX 171615202 11.25 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 1 yr Hard OTHER RANCHO XXXXXXX 171615203 12.75 NONE 0 No Ratio Primary PUD 1 Purchase 1 12 Hard OTHER RANCHO XXXXXXX 171615204 12.125 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 1 yr Hard OTHER LAKE XXXXXXXX 171615205 13.75 NONE 0 No Ratio Investor 2 Fam 2 Purchase 1 36 1 yr Hard OTHER SAN XXXX 171615206 11.875 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER SUISUN CITY 171615208 11.625 NONE 0 No Ratio Primary PUD 1 Purchase 1 24 Hard OTHER STOCKTON 171615209 13 NONE 0 No Ratio Investor Single Fam 1 Purchase 1 36 Hard OTHER XXXXXXXXX 171615210 11.375 NONE 0 No Ratio Investor 4 Fam 4 Purchase 1 12 Hard OTHER LOS ANGELES 171615211 10.75 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 1 yr Hard OTHER FAIRFIELD 171615212 13.625 NONE 0 No Ratio Investor Condo-Lo 1 Cashout 1 12 Hard OTHER SACRAMENTO 171615267 11.75 NONE 0 Full Primary Single Fam 1 Cashout 1 36 Hard OTHER HAGERSTOWN 171616408 12.99 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Hard OTHER PARAMOUNT 171616409 12.125 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None OTHER NORTHRIDGE AREA 171616410 12.125 NONE 0 Xx Xxx Xxxxxxx Xxxxx-Xx 0 Xxxxxxxx 0 00 Xxxx XXXXX XXXXXX XXXXXX 171616411 12.5 NONE 0 Reduced Primary Single Fam 1 Purchase 1 24 Hard OTHER ONTARIO 171616412 12.25 NONE 0 Reduced Primary Single Fam 1 Purchase 1 12 Hard OTHER ADELANTO 171616413 12.125 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None OTHER ALISO VIEJO 171616414 12.25 NONE 0 Reduced Investor Condo-Lo 1 Purchase 1 36 Hard OTHER ENCINITAS 171616415 12.375 NONE 0 No Doc Second Home PUD 1 Cashout 1 36 Hard OTHER PHOENIX 171616416 12.625 NONE 0 No Doc Primary PUD 1 Cashout 1 36 Hard OTHER PENSACOLA 171616417 12.375 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None OTHER RANCHO MIRAGE 171616419 13 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 0 0 None OTHER LAS VEGAS 171616421 12.25 NONE 0 No Ratio Investor PUD 1 Purchase 1 36 Soft OTHER TOMBALL 171616424 12.25 NONE 0 No Ratio Investor PUD 1 Purchase 1 36 Soft OTHER TOMBALL 171624213 12.75 NONE 0 Reduced Investor Single Fam 1 Purchase 0 0 None OTHER XXXXX 171624310 12 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 36 Hard OTHER TOOELE 171624385 12.625 NONE 0 Reduced Primary Condo-Hi 1 Purchase 1 36 Hard OTHER XXXXXXX 171624834 13.875 NONE 0 No Ratio Primary PUD 1 Purchase 0 0 None SILVER STATE MTG BOTHELL 171624835 12.875 NONE 0 No Ratio Primary PUD 1 Rate Term 1 36 Soft SILVER STATE MTG NORTH LAS VEGAS 171624837 14.5 NONE 0 No Ratio Primary Single Fam 1 Purchase 0 0 None SILVER STATE MTG SAN XXXXX 171624838 13.375 NONE 0 No Doc Primary PUD 1 Purchase 0 0 None SILVER STATE MTG NORTH LAS VEGAS 171624840 12.875 NONE 0 No Ratio Primary Condo-Lo 1 Purchase 1 36 Soft SILVER STATE MTG OXNARD 171624841 13.5 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Hard SILVER STATE MTG LAS VEGAS 171624842 13.125 NONE 0 No Ratio Primary Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG NORTH LAS VEGAS 171624843 14.125 NONE 0 No Ratio Second Home Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG HENDERSON 171624845 13.25 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG LAS VEGAS 171624846 14.125 NONE 0 No Doc Primary Single Fam 1 Cashout 1 36 Soft SILVER STATE MTG BOISE 171624848 12.75 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG LAS VEGAS 171624849 12.75 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG LAS VEGAS 171624850 12.75 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Soft SILVER STATE MTG LAS VEGAS 171624851 12.75 NONE 0 No Ratio Investor Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG LAS VEGAS 171624852 12.25 NONE 0 No Ratio Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG HENDERSON 171624853 13.5 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None SILVER STATE MTG SNOQUALMIE 171624854 14.125 NONE 0 Lite Primary PUD 1 Purchase 0 0 None SILVER STATE MTG XXXXXXX 171624855 13.375 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None SILVER STATE MTG LAS VEGAS 171624856 12.625 NONE 0 Reduced Investor Single Fam 1 Rate Term 0 0 None SILVER STATE MTG LAS VEGAS 171624857 12.625 NONE 0 Reduced Investor Single Fam 1 Rate Term 0 0 None SILVER STATE MTG NORTH LAS VEGAS 171624858 13.25 NONE 0 Full Investor Condo-Lo 1 Purchase 0 0 None SILVER STATE MTG LAS VEGAS 171624860 13.5 NONE 0 Reduced Investor Single Fam 1 Purchase 1 12 Hard SILVER STATE MTG XXXXX CITY 171624861 13 NONE 0 Full Investor Condo-Lo 1 Purchase 1 12 Soft SILVER STATE MTG DENVER 171624862 12.875 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG SPRING 171624864 12.5 NONE 0 Reduced Investor Single Fam 1 Purchase 1 36 Hard SILVER STATE MTG NAMPA 171624865 13.125 NONE 0 Reduced Investor Single Fam 1 Purchase 1 12 Hard SILVER STATE MTG DENVER 171624868 12.5 NONE 0 Reduced Investor PUD 1 Purchase 1 36 Soft SILVER STATE MTG XXXXXXXX 171624869 13.5 NONE 0 Reduced Investor 4 Fam 4 Purchase 1 12 Soft SILVER STATE MTG MINNEAPOLIS 171624870 12.5 NONE 0 Reduced Investor PUD 1 Cashout 1 36 Hard SILVER STATE MTG LAS VEGAS 171624871 13.75 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG HENDERSON 171624873 12.75 NONE 0 Full Primary Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG LAS VEGAS 171624874 13.25 NONE 0 Reduced Second Home Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG HENDERSON 171624875 12.875 NONE 0 Full Investor 2 Fam 2 Purchase 1 36 Soft SILVER STATE MTG NAMPA 171624876 12.75 NONE 0 Reduced Investor 4 Fam 4 Purchase 1 36 Hard SILVER STATE MTG EDINBURG 171624877 13.875 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None SILVER STATE MTG CIRCLE XXXXXXX 171624880 12.75 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None SILVER STATE MTG FERNLEY 171624881 12.875 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None SILVER STATE MTG RIVERSIDE 171624882 12.25 NONE 0 Stated/Stated Primary Single Fam 1 Cashout 0 0 None SILVER STATE MTG SAN XXXX 171624883 12.875 NONE 0 Reduced Investor PUD 1 Rate Term 0 0 None SILVER STATE MTG BULLHEAD CITY 171624884 13.125 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 36 Soft SILVER STATE MTG LAS VEGAS 171624885 12.75 NONE 0 Alternate Primary Single Fam 1 Cashout 1 60 Soft SILVER STATE MTG DENVER 171624886 13.5 NONE 0 Reduced Investor 2 Fam 2 Purchase 1 36 Soft SILVER STATE MTG FORT WORTH 171624888 13.5 NONE 0 Reduced Primary Condo-Lo 1 Purchase 1 60 Soft SILVER STATE MTG LAS VEGAS 171624890 13.375 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG LAS VEGAS 171624891 12.5 NONE 0 Reduced Investor PUD 1 Purchase 1 36 Hard SILVER STATE MTG XXXXXXXX 171624892 12.25 NONE 0 Reduced Primary PUD 1 Purchase 1 36 Soft SILVER STATE MTG RIVERVIEW 171624894 12.375 NONE 0 Reduced Investor 2 Fam 2 Purchase 1 12 Hard SILVER STATE MTG SALT LAKE CITY 171624895 12.375 NONE 0 Full Primary Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG ROBBINSDALE 171624896 13.125 NONE 0 Reduced Investor 4 Fam 4 Purchase 1 12 Hard SILVER STATE MTG MOUNTAIN HOME 171624897 13.875 NONE 0 Reduced Investor Condo-Lo 1 Purchase 1 36 Hard SILVER STATE MTG LAS VEGAS 171624898 12.625 NONE 0 Full Investor PUD 1 Purchase 1 12 Hard SILVER STATE MTG GARDEN CITY 171624900 12.375 NONE 0 Reduced Primary PUD 1 Purchase 1 24 Soft SILVER STATE MTG LAS VEGAS 171624901 11.25 NONE 0 Reduced Primary Single Fam 1 Rate Term 0 0 None SILVER STATE MTG XXX SACRAMENTO 171624902 14.25 NONE 0 Reduced Primary Condo-Lo 1 Purchase 0 0 None SILVER STATE MTG LAS VEGAS 171624903 13.5 NONE 0 Reduced Primary Single Fam 1 Purchase 0 0 None SILVER STATE MTG PACIFICA 171624905 13.625 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None SILVER STATE MTG NORTH LAS VEGAS 171624907 12.875 NONE 0 Reduced Second Home Single Fam 1 Purchase 0 0 None SILVER STATE MTG SILVERLAKE 171624908 12.75 NONE 0 Reduced Primary Single Fam 1 Cashout 0 0 None SILVER STATE MTG STOCKTON 171624909 13.125 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 0 0 None SILVER STATE MTG XXXXXX 171624911 12.75 NONE 0 Reduced Primary PUD 1 Purchase 0 0 None SILVER STATE MTG CASTAIC 171624913 12.5 NONE 0 Reduced Primary Condo-Lo 1 Rate Term 0 0 None SILVER STATE MTG XXXXXXX 171624917 13.875 NONE 0 Reduced Primary Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG COLORADO SPRINGS 171624918 13.125 NONE 0 Reduced Primary PUD 1 Cashout 1 36 Soft SILVER STATE MTG HENDERSON 171624921 13.125 NONE 0 Stated/Stated Investor Single Fam 1 Purchase 1 36 Soft SILVER STATE MTG XXXXXX 171624922 12.875 NONE 0 Stated/Stated Investor 4 Fam 4 Purchase 1 36 Hard SILVER STATE MTG PHOENIX 171624923 12.75 NONE 0 Reduced Second Home 2 Fam 2 Purchase 1 36 Soft SILVER STATE MTG
