BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor, EMC MORTGAGE CORPORATION Seller and Master Servicer and LASALLE BANK NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2007 BEAR STEARNS ASSET BACKED SECURITIES I...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor,
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
LASALLE
BANK NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of May 1, 2007
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2007-HE5
ASSET-BACKED
CERTIFICATES, SERIES 2007-HE5
TABLE
OF
CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
|
|
|
CONVEYANCE
OF TRUST FUND
|
|
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Master Servicer and the
Seller.
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer To Be Held
for
Trustee.
|
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
|
Section
3.10
|
Servicing
Compensation.
|
|
Section
3.11
|
REO
Property.
|
|
Section
3.12
|
Liquidation
Reports.
|
|
Section
3.13
|
Annual
Statement as to Compliance.
|
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.15
|
Books
and Records.
|
|
Section
3.16
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
|
Section
3.18
|
UCC.
|
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section
3.21
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
3.22
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
|
Section
3.23
|
Advancing
Facility.
|
|
ARTICLE
IV
|
|
|
ACCOUNTS
|
|
|
Section
4.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
|
Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
|
Section
4.04
|
Distribution
Account.
|
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
|
Section
4.06
|
Class
P Certificate Account.
|
|
ARTICLE
V
|
|
|
DISTRIBUTIONS
AND ADVANCES
|
|
|
Section
5.01
|
Advances.
|
|
Section
5.02
|
Compensating
Interest Payments.
|
|
Section
5.03
|
REMIC
Distributions.
|
|
Section
5.04
|
Distributions.
|
|
Section
5.05
|
Allocation
of Realized Losses.
|
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
|
ARTICLE
VI
|
|
|
THE
CERTIFICATES
|
|
|
Section
6.01
|
The
Certificates.
|
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
6.04
|
Persons
Deemed Owners.
|
|
Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
Section
6.06
|
Book-Entry
Certificates.
|
|
Section
6.07
|
Notices
to Depository.
|
|
Section
6.08
|
Definitive
Certificates.
|
|
Section
6.09
|
Maintenance
of Office or Agency.
|
|
ARTICLE
VII
|
|
|
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
|
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
|
Section
7.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others
|
|
Section
7.05
|
Master
Servicer Not to Resign
|
|
Section
7.06
|
Successor
Master Servicer
|
|
Section
7.07
|
Sale
and Assignment of Master Servicing
|
|
ARTICLE
VIII
|
|
|
DEFAULT;
TERMINATION OF MASTER SERVICER
|
|
|
Section
8.01
|
Events
of Default.
|
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
8.03
|
Notification
to Certificateholders.
|
|
Section
8.04
|
Waiver
of Defaults.
|
|
ARTICLE
IX
|
|
|
CONCERNING
THE TRUSTEE
|
|
|
Section
9.01
|
Duties
of Trustee.
|
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
9.04
|
Trustee
May Own Certificates.
|
|
Section
9.05
|
Trustee’s
Expenses.
|
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
|
Section
9.07
|
Insurance.
|
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
|
Section
9.09
|
Successor
Trustee.
|
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
9.12
|
Tax
Matters.
|
|
ARTICLE
X
|
|
|
TERMINATION
|
|
|
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
|
Section
10.02
|
Final
Distribution on the Certificates.
|
|
Section
10.03
|
Additional
Termination Requirements.
|
|
ARTICLE
XI
|
|
|
MISCELLANEOUS
PROVISIONS
|
|
|
Section
11.01
|
Amendment.
|
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
|
Section
11.03
|
Governing
Law.
|
|
Section
11.04
|
Intention
of Parties.
|
|
Section
11.05
|
Notices.
|
|
Section
11.06
|
Severability
of Provisions.
|
|
Section
11.07
|
Assignment.
|
|
Section
11.08
|
Limitation
on Rights of Certificateholders.
|
|
Section
11.09
|
Inspection
and Audit Rights.
|
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
|
Section
11.11
|
Third
Party Rights.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class P Certificates
|
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transferee Affidavit and Agreement
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Custodial Agreement
|
|
Exhibit
K
|
Form
of Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
O
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q
|
Form
of Transferor Affidavit
|
POOLING
AND SERVICING AGREEMENT, dated as of May 1, 2007, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”) and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
REMIC
I
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
Swap Agreement, the Swap Account, the Swap Collateral Account and any rights
or
obligations in respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-1 Certificates will be the
sole class of Residual Interests (as defined herein) in REMIC I for purposes
of
the REMIC Provisions (as defined herein). The following table irrevocably sets
forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC
I
Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible Maturity
Date
(1)
|
|
|
I-1-A
|
Variable(2)
|
$ 1,760,111.35
|
May
25, 2037
|
|
|
I-1-B
|
Variable(2)
|
$ 1,760,111.35
|
May
25, 2037
|
|
|
I-2-A
|
Variable(2)
|
$ 2,294,115.06
|
May
25, 2037
|
|
|
I-2-B
|
Variable(2)
|
$ 2,294,115.06
|
May
25, 2037
|
|
|
I-3-A
|
Variable(2)
|
$ 2,828,422.99
|
May
25, 2037
|
|
|
I-3-B
|
Variable(2)
|
$ 2,828,422.99
|
May
25, 2037
|
|
|
I-4-A
|
Variable(2)
|
$ 3,358,671.24
|
May
25, 2037
|
|
|
I-4-B
|
Variable(2)
|
$ 3,358,671.24
|
May
25, 2037
|
|
|
I-5-A
|
Variable(2)
|
$ 3,880,300.32
|
May
25, 2037
|
|
|
I-5-B
|
Variable(2)
|
$ 3,880,300.32
|
May
25, 2037
|
|
|
I-6-A
|
Variable(2)
|
$ 4,388,481.34
|
May
25, 2037
|
|
|
I-6-B
|
Variable(2)
|
$ 4,388,481.34
|
May
25, 2037
|
|
|
I-7-A
|
Variable(2)
|
$ 4,877,830.41
|
May
25, 2037
|
|
|
I-7-B
|
Variable(2)
|
$ 4,877,830.41
|
May
25, 2037
|
|
|
I-8-A
|
Variable(2)
|
$ 5,343,054.96
|
May
25, 2037
|
|
|
I-8-B
|
Variable(2)
|
$ 5,343,054.96
|
May
25, 2037
|
|
|
I-9-A
|
Variable(2)
|
$ 5,779,795.21
|
May
25, 2037
|
|
|
I-9-B
|
Variable(2)
|
$ 5,779,795.21
|
May
25, 2037
|
|
|
I-10-A
|
Variable(2)
|
$ 6,072,352.69
|
May
25, 2037
|
|
|
I-10-B
|
Variable(2)
|
$ 6,072,352.69
|
May
25, 2037
|
|
|
I-11-A
|
Variable(2)
|
$ 6,141,361.83
|
May
25, 2037
|
|
|
I-11-B
|
Variable(2)
|
$ 6,141,361.83
|
May
25, 2037
|
|
|
I-12-A
|
Variable(2)
|
$ 5,885,415.49
|
May
25, 2037
|
|
|
I-12-B
|
Variable(2)
|
$ 5,885,415.49
|
May
25, 2037
|
|
|
I-13-A
|
Variable(2)
|
$ 5,629,463.13
|
May
25, 2037
|
|
|
I-13-B
|
Variable(2)
|
$ 5,629,463.13
|
May
25, 2037
|
|
|
I-14-A
|
Variable(2)
|
$ 5,384,886.94
|
May
25, 2037
|
|
|
I-14-B
|
Variable(2)
|
$ 5,384,886.94
|
May
25, 2037
|
|
|
I-15-A
|
Variable(2)
|
$ 5,151,172.93
|
May
25, 2037
|
|
|
I-15-B
|
Variable(2)
|
$ 5,151,172.93
|
May
25, 2037
|
|
|
I-16-A
|
Variable(2)
|
$ 4,927,830.59
|
May
25, 2037
|
|
|
I-16-B
|
Variable(2)
|
$ 4,927,830.59
|
May
25, 2037
|
|
|
I-17-A
|
Variable(2)
|
$ 4,714,391.83
|
May
25, 2037
|
|
|
I-17-B
|
Variable(2)
|
$ 4,714,391.83
|
May
25, 2037
|
|
|
I-18-A
|
Variable(2)
|
$ 4,510,409.99
|
May
25, 2037
|
|
|
I-18-B
|
Variable(2)
|
$ 4,510,409.99
|
May
25, 2037
|
|
|
I-19-A
|
Variable(2)
|
$ 4,315,458.72
|
May
25, 2037
|
|
|
I-19-B
|
Variable(2)
|
$ 4,315,458.72
|
May
25, 2037
|
|
|
I-20-A
|
Variable(2)
|
$ 4,129,128.63
|
May
25, 2037
|
|
|
I-20-B
|
Variable(2)
|
$ 4,129,128.63
|
May
25, 2037
|
|
|
I-21-A
|
Variable(2)
|
$ 3,951,033.08
|
May
25, 2037
|
|
|
I-21-B
|
Variable(2)
|
$ 3,951,033.08
|
May
25, 2037
|
|
|
I-22-A
|
Variable(2)
|
$ 3,780,406.54
|
May
25, 2037
|
|
|
I-22-B
|
Variable(2)
|
$ 3,780,406.54
|
May
25, 2037
|
|
|
I-23-A
|
Variable(2)
|
$ 3,615,509.92
|
May
25, 2037
|
|
|
I-23-B
|
Variable(2)
|
$ 3,615,509.92
|
May
25, 2037
|
|
|
I-24-A
|
Variable(2)
|
$ 3,457,437.72
|
May
25, 2037
|
|
|
I-24-B
|
Variable(2)
|
$ 3,457,437.72
|
May
25, 2037
|
|
|
I-25-A
|
Variable(2)
|
$ 3,309,209.73
|
May
25, 2037
|
|
|
I-25-B
|
Variable(2)
|
$ 3,309,209.73
|
May
25, 2037
|
|
|
I-26-A
|
Variable(2)
|
$ 3,167,494.44
|
May
25, 2037
|
|
|
I-26-B
|
Variable(2)
|
$ 3,167,494.44
|
May
25, 2037
|
|
|
I-27-A
|
Variable(2)
|
$ 3,032,000.43
|
May
25, 2037
|
|
|
I-27-B
|
Variable(2)
|
$ 3,032,000.43
|
May
25, 2037
|
|
|
I-28-A
|
Variable(2)
|
$ 2,902,430.12
|
May
25, 2037
|
|
|
I-28-B
|
Variable(2)
|
$ 2,902,430.12
|
May
25, 2037
|
|
|
I-29-A
|
Variable(2)
|
$ 2,778,536.30
|
May
25, 2037
|
|
|
I-29-B
|
Variable(2)
|
$ 2,778,536.30
|
May
25, 2037
|
|
|
I-30-A
|
Variable(2)
|
$ 2,660,034.88
|
May
25, 2037
|
|
|
I-30-B
|
Variable(2)
|
$ 2,660,034.88
|
May
25, 2037
|
|
|
I-31-A
|
Variable(2)
|
$ 2,546,764.73
|
May
25, 2037
|
|
|
I-31-B
|
Variable(2)
|
$ 2,546,764.73
|
May
25, 2037
|
|
|
I-32-A
|
Variable(2)
|
$ 2,438,440.20
|
May
25, 2037
|
|
|
I-32-B
|
Variable(2)
|
$ 2,438,440.20
|
May
25, 2037
|
|
|
I-33-A
|
Variable(2)
|
$ 2,334,846.91
|
May
25, 2037
|
|
|
I-33-B
|
Variable(2)
|
$ 2,334,846.91
|
May
25, 2037
|
|
|
I-34-A
|
Variable(2)
|
$ 2,234,866.55
|
May
25, 2037
|
|
|
I-34-B
|
Variable(2)
|
$ 2,234,866.55
|
May
25, 2037
|
|
|
I-35-A
|
Variable(2)
|
$ 2,139,831.50
|
May
25, 2037
|
|
|
I-35-B
|
Variable(2)
|
$ 2,139,831.50
|
May
25, 2037
|
|
|
I-36-A
|
Variable(2)
|
$ 2,049,271.08
|
May
25, 2037
|
|
|
I-36-B
|
Variable(2)
|
$ 2,049,271.08
|
May
25, 2037
|
|
|
I-37-A
|
Variable(2)
|
$ 1,962,695.79
|
May
25, 2037
|
|
|
I-37-B
|
Variable(2)
|
$ 1,962,695.79
|
May
25, 2037
|
|
|
I-38-A
|
Variable(2)
|
$ 1,879,878.75
|
May
25, 2037
|
|
|
I-38-B
|
Variable(2)
|
$ 1,879,878.75
|
May
25, 2037
|
|
|
I-39-A
|
Variable(2)
|
$ 1,800,652.95
|
May
25, 2037
|
|
|
I-39-B
|
Variable(2)
|
$ 1,800,652.95
|
May
25, 2037
|
|
|
I-40-A
|
Variable(2)
|
$ 1,724,807.02
|
May
25, 2037
|
|
|
I-40-B
|
Variable(2)
|
$ 1,724,807.02
|
May
25, 2037
|
|
|
I-41-A
|
Variable(2)
|
$ 1,652,269.33
|
May
25, 2037
|
|
|
I-41-B
|
Variable(2)
|
$ 1,652,269.33
|
May
25, 2037
|
|
|
I-42-A
|
Variable(2)
|
$ 1,582,897.05
|
May
25, 2037
|
|
|
I-42-B
|
Variable(2)
|
$ 1,582,897.05
|
May
25, 2037
|
|
|
I-43-A
|
Variable(2)
|
$ 1,516,524.26
|
May
25, 2037
|
|
|
I-43-B
|
Variable(2)
|
$ 1,516,524.26
|
May
25, 2037
|
|
|
I-44-A
|
Variable(2)
|
$ 1,453,015.12
|
May
25, 2037
|
|
|
I-44-B
|
Variable(2)
|
$ 1,453,015.12
|
May
25, 2037
|
|
|
I-45-A
|
Variable(2)
|
$ 1,392,243.04
|
May
25, 2037
|
|
|
I-45-B
|
Variable(2)
|
$ 1,392,243.04
|
May
25, 2037
|
|
|
I-46-A
|
Variable(2)
|
$ 1,334,086.17
|
May
25, 2037
|
|
|
I-46-B
|
Variable(2)
|
$ 1,334,086.17
|
May
25, 2037
|
|
|
I-47-A
|
Variable(2)
|
$ 1,278,431.57
|
May
25, 2037
|
|
|
I-47-B
|
Variable(2)
|
$ 1,278,431.57
|
May
25, 2037
|
|
|
I-48-A
|
Variable(2)
|
$ 17,422,380.38
|
May
25, 2037
|
|
|
I-48-B
|
Variable(2)
|
$ 17,422,380.38
|
May
25, 2037
|
|
|
I-49-A
|
Variable(2)
|
$ 411,734.04
|
May
25, 2037
|
|
|
I-49-B
|
Variable(2)
|
$ 411,734.04
|
May
25, 2037
|
|
|
I-50-A
|
Variable(2)
|
$ 398,795.29
|
May
25, 2037
|
|
|
I-50-B
|
Variable(2)
|
$ 398,795.29
|
May
25, 2037
|
|
|
I-51-A
|
Variable(2)
|
$ 386,261.19
|
May
25, 2037
|
|
|
I-51-B
|
Variable(2)
|
$ 386,261.19
|
May
25, 2037
|
|
|
I-52-A
|
Variable(2)
|
$ 374,119.15
|
May
25, 2037
|
|
|
I-52-B
|
Variable(2)
|
$ 374,119.15
|
May
25, 2037
|
|
|
I-53-A
|
Variable(2)
|
$ 362,356.94
|
May
25, 2037
|
|
|
I-53-B
|
Variable(2)
|
$ 362,356.94
|
May
25, 2037
|
|
|
I-54-A
|
Variable(2)
|
$ 350,962.73
|
May
25, 2037
|
|
|
I-54-B
|
Variable(2)
|
$ 350,962.73
|
May
25, 2037
|
|
|
I-55-A
|
Variable(2)
|
$ 339,925.05
|
May
25, 2037
|
|
|
I-55-B
|
Variable(2)
|
$ 339,925.05
|
May
25, 2037
|
|
|
I-56-A
|
Variable(2)
|
$ 329,232.78
|
May
25, 2037
|
|
|
I-56-B
|
Variable(2)
|
$ 329,232.78
|
May
25, 2037
|
|
|
I-57-A
|
Variable(2)
|
$ 318,875.15
|
May
25, 2037
|
|
|
I-57-B
|
Variable(2)
|
$ 318,875.15
|
May
25, 2037
|
|
|
I-58-A
|
Variable(2)
|
$ 308,939.43
|
May
25, 2037
|
|
|
I-58-B
|
Variable(2)
|
$ 308,939.43
|
May
25, 2037
|
|
|
I-59-A
|
Variable(2)
|
$ 299,439.10
|
May
25, 2037
|
|
|
I-59-B
|
Variable(2)
|
$ 299,439.10
|
May
25, 2037
|
|
|
I-60-A
|
Variable(2)
|
$ 9,139,186.45
|
May
25, 2037
|
|
|
I-60-B
|
Variable(2)
|
$ 9,139,186.45
|
May
25, 2037
|
|
|
II-1-A
|
Variable(2)
|
$ 630,242.69
|
May
25, 2037
|
|
|
II-1-B
|
Variable(2)
|
$ 630,242.69
|
May
25, 2037
|
|
|
II-2-A
|
Variable(2)
|
$ 821,453.29
|
May
25, 2037
|
|
|
II-2-B
|
Variable(2)
|
$ 821,453.29
|
May
25, 2037
|
|
|
II-3-A
|
Variable(2)
|
$ 1,012,772.81
|
May
25, 2037
|
|
|
II-3-B
|
Variable(2)
|
$ 1,012,772.81
|
May
25, 2037
|
|
|
II-4-A
|
Variable(2)
|
$ 1,202,638.69
|
May
25, 2037
|
|
|
II-4-B
|
Variable(2)
|
$ 1,202,638.69
|
May
25, 2037
|
|
|
II-5-A
|
Variable(2)
|
$ 1,389,418.30
|
May
25, 2037
|
|
|
II-5-B
|
Variable(2)
|
$ 1,389,418.30
|
May
25, 2037
|
|
|
II-6-A
|
Variable(2)
|
$ 1,571,382.57
|
May
25, 2037
|
|
|
II-6-B
|
Variable(2)
|
$ 1,571,382.57
|
May
25, 2037
|
|
|
II-7-A
|
Variable(2)
|
$ 1,746,603.69
|
May
25, 2037
|
|
|
II-7-B
|
Variable(2)
|
$ 1,746,603.69
|
May
25, 2037
|
|
|
II-8-A
|
Variable(2)
|
$ 1,913,186.54
|
May
25, 2037
|
|
|
II-8-B
|
Variable(2)
|
$ 1,913,186.54
|
May
25, 2037
|
|
|
II-9-A
|
Variable(2)
|
$ 2,069,570.03
|
May
25, 2037
|
|
|
II-9-B
|
Variable(2)
|
$ 2,069,570.03
|
May
25, 2037
|
|
|
II-10-A
|
Variable(2)
|
$ 2,174,326.02
|
May
25, 2037
|
|
|
II-10-B
|
Variable(2)
|
$ 2,174,326.02
|
May
25, 2037
|
|
|
II-11-A
|
Variable(2)
|
$ 2,199,036.11
|
May
25, 2037
|
|
|
II-11-B
|
Variable(2)
|
$ 2,199,036.11
|
May
25, 2037
|
|
|
II-12-A
|
Variable(2)
|
$ 2,107,389.46
|
May
25, 2037
|
|
|
II-12-B
|
Variable(2)
|
$ 2,107,389.46
|
May
25, 2037
|
|
|
II-13-A
|
Variable(2)
|
$ 2,015,740.66
|
May
25, 2037
|
|
|
II-13-B
|
Variable(2)
|
$ 2,015,740.66
|
May
25, 2037
|
|
|
II-14-A
|
Variable(2)
|
$ 1,928,165.31
|
May
25, 2037
|
|
|
II-14-B
|
Variable(2)
|
$ 1,928,165.31
|
May
25, 2037
|
|
|
II-15-A
|
Variable(2)
|
$ 1,844,479.39
|
May
25, 2037
|
|
|
II-15-B
|
Variable(2)
|
$ 1,844,479.39
|
May
25, 2037
|
|
|
II-16-A
|
Variable(2)
|
$ 1,764,507.24
|
May
25, 2037
|
|
|
II-16-B
|
Variable(2)
|
$ 1,764,507.24
|
May
25, 2037
|
|
|
II-17-A
|
Variable(2)
|
$ 1,688,081.27
|
May
25, 2037
|
|
|
II-17-B
|
Variable(2)
|
$ 1,688,081.27
|
May
25, 2037
|
|
|
II-18-A
|
Variable(2)
|
$ 1,615,041.54
|
May
25, 2037
|
|
|
II-18-B
|
Variable(2)
|
$ 1,615,041.54
|
May
25, 2037
|
|
|
II-19-A
|
Variable(2)
|
$ 1,545,235.38
|
May
25, 2037
|
|
|
II-19-B
|
Variable(2)
|
$ 1,545,235.38
|
May
25, 2037
|
|
|
II-20-A
|
Variable(2)
|
$ 1,478,516.20
|
May
25, 2037
|
|
|
II-20-B
|
Variable(2)
|
$ 1,478,516.20
|
May
25, 2037
|
|
|
II-21-A
|
Variable(2)
|
$ 1,414,745.57
|
May
25, 2037
|
|
|
II-21-B
|
Variable(2)
|
$ 1,414,745.57
|
May
25, 2037
|
|
|
II-22-A
|
Variable(2)
|
$ 1,353,649.36
|
May
25, 2037
|
|
|
II-22-B
|
Variable(2)
|
$ 1,353,649.36
|
May
25, 2037
|
|
|
II-23-A
|
Variable(2)
|
$ 1,294,604.86
|
May
25, 2037
|
|
|
II-23-B
|
Variable(2)
|
$ 1,294,604.86
|
May
25, 2037
|
|
|
II-24-A
|
Variable(2)
|
$ 1,238,003.98
|
May
25, 2037
|
|
|
II-24-B
|
Variable(2)
|
$ 1,238,003.98
|
May
25, 2037
|
|
|
II-25-A
|
Variable(2)
|
$ 1,184,928.02
|
May
25, 2037
|
|
|
II-25-B
|
Variable(2)
|
$ 1,184,928.02
|
May
25, 2037
|
|
|
II-26-A
|
Variable(2)
|
$ 1,134,184.05
|
May
25, 2037
|
|
|
II-26-B
|
Variable(2)
|
$ 1,134,184.05
|
May
25, 2037
|
|
|
II-27-A
|
Variable(2)
|
$ 1,085,667.74
|
May
25, 2037
|
|
|
II-27-B
|
Variable(2)
|
$ 1,085,667.74
|
May
25, 2037
|
|
|
II-28-A
|
Variable(2)
|
$ 1,039,272.53
|
May
25, 2037
|
|
|
II-28-B
|
Variable(2)
|
$ 1,039,272.53
|
May
25, 2037
|
|
|
II-29-A
|
Variable(2)
|
$ 994,909.90
|
May
25, 2037
|
|
|
II-29-B
|
Variable(2)
|
$ 994,909.90
|
May
25, 2037
|
|
|
II-30-A
|
Variable(2)
|
$ 952,478.12
|
May
25, 2037
|
|
|
II-30-B
|
Variable(2)
|
$ 952,478.12
|
May
25, 2037
|
|
|
II-31-A
|
Variable(2)
|
$ 911,919.50
|
May
25, 2037
|
|
|
II-31-B
|
Variable(2)
|
$ 911,919.50
|
May
25, 2037
|
|
|
II-32-A
|
Variable(2)
|
$ 873,131.76
|
May
25, 2037
|
|
|
II-32-B
|
Variable(2)
|
$ 873,131.76
|
May
25, 2037
|
|
|
II-33-A
|
Variable(2)
|
$ 836,038.13
|
May
25, 2037
|
|
|
II-33-B
|
Variable(2)
|
$ 836,038.13
|
May
25, 2037
|
|
|
II-34-A
|
Variable(2)
|
$ 800,238.19
|
May
25, 2037
|
|
|
II-34-B
|
Variable(2)
|
$ 800,238.19
|
May
25, 2037
|
|
|
II-35-A
|
Variable(2)
|
$ 766,209.01
|
May
25, 2037
|
|
|
II-35-B
|
Variable(2)
|
$ 766,209.01
|
May
25, 2037
|
|
|
II-36-A
|
Variable(2)
|
$ 733,782.05
|
May
25, 2037
|
|
|
II-36-B
|
Variable(2)
|
$ 733,782.05
|
May
25, 2037
|
|
|
II-37-A
|
Variable(2)
|
$ 702,782.06
|
May
25, 2037
|
|
|
II-37-B
|
Variable(2)
|
$ 702,782.06
|
May
25, 2037
|
|
|
II-38-A
|
Variable(2)
|
$ 673,127.78
|
May
25, 2037
|
|
|
II-38-B
|
Variable(2)
|
$ 673,127.78
|
May
25, 2037
|
|
|
II-39-A
|
Variable(2)
|
$ 644,759.41
|
May
25, 2037
|
|
|
II-39-B
|
Variable(2)
|
$ 644,759.41
|
May
25, 2037
|
|
|
II-40-A
|
Variable(2)
|
$ 617,601.28
|
May
25, 2037
|
|
|
II-40-B
|
Variable(2)
|
$ 617,601.28
|
May
25, 2037
|
|
|
II-41-A
|
Variable(2)
|
$ 591,627.73
|
May
25, 2037
|
|
|
II-41-B
|
Variable(2)
|
$ 591,627.73
|
May
25, 2037
|
|
|
II-42-A
|
Variable(2)
|
$ 566,787.61
|
May
25, 2037
|
|
|
II-42-B
|
Variable(2)
|
$ 566,787.61
|
May
25, 2037
|
|
|
II-43-A
|
Variable(2)
|
$ 543,021.52
|
May
25, 2037
|
|
|
II-43-B
|
Variable(2)
|
$ 543,021.52
|
May
25, 2037
|
|
|
II-44-A
|
Variable(2)
|
$ 520,280.81
|
May
25, 2037
|
|
|
II-44-B
|
Variable(2)
|
$ 520,280.81
|
May
25, 2037
|
|
|
II-45-A
|
Variable(2)
|
$ 498,520.17
|
May
25, 2037
|
|
|
II-45-B
|
Variable(2)
|
$ 498,520.17
|
May
25, 2037
|
|
|
II-46-A
|
Variable(2)
|
$ 477,695.95
|
May
25, 2037
|
|
|
II-46-B
|
Variable(2)
|
$ 477,695.95
|
May
25, 2037
|
|
|
II-47-A
|
Variable(2)
|
$ 457,767.72
|
May
25, 2037
|
|
|
II-47-B
|
Variable(2)
|
$ 457,767.72
|
May
25, 2037
|
|
|
II-48-A
|
Variable(2)
|
$ 6,238,428.00
|
May
25, 2037
|
|
|
II-48-B
|
Variable(2)
|
$ 6,238,428.00
|
May
25, 2037
|
|
|
II-49-A
|
Variable(2)
|
$ 147,429.52
|
May
25, 2037
|
|
|
II-49-B
|
Variable(2)
|
$ 147,429.52
|
May
25, 2037
|
|
|
II-50-A
|
Variable(2)
|
$ 142,796.54
|
May
25, 2037
|
|
|
II-50-B
|
Variable(2)
|
$ 142,796.54
|
May
25, 2037
|
|
|
II-51-A
|
Variable(2)
|
$ 138,308.46
|
May
25, 2037
|
|
|
II-51-B
|
Variable(2)
|
$ 138,308.46
|
May
25, 2037
|
|
|
II-52-A
|
Variable(2)
|
$ 133,960.76
|
May
25, 2037
|
|
|
II-52-B
|
Variable(2)
|
$ 133,960.76
|
May
25, 2037
|
|
|
II-53-A
|
Variable(2)
|
$ 129,749.07
|
May
25, 2037
|
|
|
II-53-B
|
Variable(2)
|
$ 129,749.07
|
May
25, 2037
|
|
|
II-54-A
|
Variable(2)
|
$ 125,669.15
|
May
25, 2037
|
|
|
II-54-B
|
Variable(2)
|
$ 125,669.15
|
May
25, 2037
|
|
|
II-55-A
|
Variable(2)
|
$ 121,716.89
|
May
25, 2037
|
|
|
II-55-B
|
Variable(2)
|
$ 121,716.89
|
May
25, 2037
|
|
|
II-56-A
|
Variable(2)
|
$ 117,888.31
|
May
25, 2037
|
|
|
II-56-B
|
Variable(2)
|
$ 117,888.31
|
May
25, 2037
|
|
|
II-57-A
|
Variable(2)
|
$ 114,179.56
|
May
25, 2037
|
|
|
II-57-B
|
Variable(2)
|
$ 114,179.56
|
May
25, 2037
|
|
|
II-58-A
|
Variable(2)
|
$ 110,621.88
|
May
25, 2037
|
|
|
II-58-B
|
Variable(2)
|
$ 110,621.88
|
May
25, 2037
|
|
|
II-59-A
|
Variable(2)
|
$ 107,220.09
|
May
25, 2037
|
|
|
II-59-B
|
Variable(2)
|
$ 107,220.09
|
May
25, 2037
|
|
|
II-60-A
|
Variable(2)
|
$ 3,272,466.53
|
May
25, 2037
|
|
|
II-60-B
|
Variable(2)
|
$ 3,272,466.53
|
May
25, 2037
|
|
|
III-1-A
|
Variable(2)
|
$ 774,240.48
|
May
25, 2037
|
|
|
III-1-B
|
Variable(2)
|
$ 774,240.48
|
May
25, 2037
|
|
|
III-2-A
|
Variable(2)
|
$ 1,009,138.85
|
May
25, 2037
|
|
|
III-2-B
|
Variable(2)
|
$ 1,009,138.85
|
May
25, 2037
|
|
|
III-3-A
|
Variable(2)
|
$ 1,244,171.05
|
May
25, 2037
|
|
|
III-3-B
|
Variable(2)
|
$ 1,244,171.05
|
May
25, 2037
|
|
|
III-4-A
|
Variable(2)
|
$ 1,477,417.46
|
May
25, 2037
|
|
|
III-4-B
|
Variable(2)
|
$ 1,477,417.46
|
May
25, 2037
|
|
|
III-5-A
|
Variable(2)
|
$ 1,706,872.46
|
May
25, 2037
|
|
|
III-5-B
|
Variable(2)
|
$ 1,706,872.46
|
May
25, 2037
|
|
|
III-6-A
|
Variable(2)
|
$ 1,930,411.90
|
May
25, 2037
|
|
|
III-6-B
|
Variable(2)
|
$ 1,930,411.90
|
May
25, 2037
|
|
|
III-7-A
|
Variable(2)
|
$ 2,145,667.52
|
May
25, 2037
|
|
|
III-7-B
|
Variable(2)
|
$ 2,145,667.52
|
May
25, 2037
|
|
|
III-8-A
|
Variable(2)
|
$ 2,350,311.21
|
May
25, 2037
|
|
|
III-8-B
|
Variable(2)
|
$ 2,350,311.21
|
May
25, 2037
|
|
|
III-9-A
|
Variable(2)
|
$ 2,542,425.18
|
May
25, 2037
|
|
|
III-9-B
|
Variable(2)
|
$ 2,542,425.18
|
May
25, 2037
|
|
|
III-10-A
|
Variable(2)
|
$ 2,671,115.82
|
May
25, 2037
|
|
|
III-10-B
|
Variable(2)
|
$ 2,671,115.82
|
May
25, 2037
|
|
|
III-11-A
|
Variable(2)
|
$ 2,701,471.66
|
May
25, 2037
|
|
|
III-11-B
|
Variable(2)
|
$ 2,701,471.66
|
May
25, 2037
|
|
|
III-12-A
|
Variable(2)
|
$ 2,588,885.59
|
May
25, 2037
|
|
|
III-12-B
|
Variable(2)
|
$ 2,588,885.59
|
May
25, 2037
|
|
|
III-13-A
|
Variable(2)
|
$ 2,476,296.88
|
May
25, 2037
|
|
|
III-13-B
|
Variable(2)
|
$ 2,476,296.88
|
May
25, 2037
|
|
|
III-14-A
|
Variable(2)
|
$ 2,368,712.33
|
May
25, 2037
|
|
|
III-14-B
|
Variable(2)
|
$ 2,368,712.33
|
May
25, 2037
|
|
|
III-15-A
|
Variable(2)
|
$ 2,265,905.85
|
May
25, 2037
|
|
|
III-15-B
|
Variable(2)
|
$ 2,265,905.85
|
May
25, 2037
|
|
|
III-16-A
|
Variable(2)
|
$ 2,167,661.68
|
May
25, 2037
|
|
|
III-16-B
|
Variable(2)
|
$ 2,167,661.68
|
May
25, 2037
|
|
|
III-17-A
|
Variable(2)
|
$ 2,073,773.91
|
May
25, 2037
|
|
|
III-17-B
|
Variable(2)
|
$ 2,073,773.91
|
May
25, 2037
|
|
|
III-18-A
|
Variable(2)
|
$ 1,984,046.06
|
May
25, 2037
|
|
|
III-18-B
|
Variable(2)
|
$ 1,984,046.06
|
May
25, 2037
|
|
|
III-19-A
|
Variable(2)
|
$ 1,898,290.60
|
May
25, 2037
|
|
|
III-19-B
|
Variable(2)
|
$ 1,898,290.60
|
May
25, 2037
|
|
|
III-20-A
|
Variable(2)
|
$ 1,816,327.43
|
May
25, 2037
|
|
|
III-20-B
|
Variable(2)
|
$ 1,816,327.43
|
May
25, 2037
|
|
|
III-21-A
|
Variable(2)
|
$ 1,737,986.49
|
May
25, 2037
|
|
|
III-21-B
|
Variable(2)
|
$ 1,737,986.49
|
May
25, 2037
|
|
|
III-22-A
|
Variable(2)
|
$ 1,662,931.03
|
May
25, 2037
|
|
|
III-22-B
|
Variable(2)
|
$ 1,662,931.03
|
May
25, 2037
|
|
|
III-23-A
|
Variable(2)
|
$ 1,590,396.05
|
May
25, 2037
|
|
|
III-23-B
|
Variable(2)
|
$ 1,590,396.05
|
May
25, 2037
|
|
|
III-24-A
|
Variable(2)
|
$ 1,520,863.01
|
May
25, 2037
|
|
|
III-24-B
|
Variable(2)
|
$ 1,520,863.01
|
May
25, 2037
|
|
|
III-25-A
|
Variable(2)
|
$ 1,455,660.25
|
May
25, 2037
|
|
|
III-25-B
|
Variable(2)
|
$ 1,455,660.25
|
May
25, 2037
|
|
|
III-26-A
|
Variable(2)
|
$ 1,393,322.31
|
May
25, 2037
|
|
|
III-26-B
|
Variable(2)
|
$ 1,393,322.31
|
May
25, 2037
|
|
|
III-27-A
|
Variable(2)
|
$ 1,333,721.00
|
May
25, 2037
|
|
|
III-27-B
|
Variable(2)
|
$ 1,333,721.00
|
May
25, 2037
|
|
|
III-28-A
|
Variable(2)
|
$ 1,276,725.42
|
May
25, 2037
|
|
|
III-28-B
|
Variable(2)
|
$ 1,276,725.42
|
May
25, 2037
|
|
|
III-29-A
|
Variable(2)
|
$ 1,222,226.81
|
May
25, 2037
|
|
|
III-29-B
|
Variable(2)
|
$ 1,222,226.81
|
May
25, 2037
|
|
|
III-30-A
|
Variable(2)
|
$ 1,170,100.22
|
May
25, 2037
|
|
|
III-30-B
|
Variable(2)
|
$ 1,170,100.22
|
May
25, 2037
|
|
|
III-31-A
|
Variable(2)
|
$ 1,120,274.77
|
May
25, 2037
|
|
|
III-31-B
|
Variable(2)
|
$ 1,120,274.77
|
May
25, 2037
|
|
|
III-32-A
|
Variable(2)
|
$ 1,072,624.81
|
May
25, 2037
|
|
|
III-32-B
|
Variable(2)
|
$ 1,072,624.81
|
May
25, 2037
|
|
|
III-33-A
|
Variable(2)
|
$ 1,027,056.04
|
May
25, 2037
|
|
|
III-33-B
|
Variable(2)
|
$ 1,027,056.04
|
May
25, 2037
|
|
|
III-34-A
|
Variable(2)
|
$ 983,076.53
|
May
25, 2037
|
|
|
III-34-B
|
Variable(2)
|
$ 983,076.53
|
May
25, 2037
|
|
|
III-35-A
|
Variable(2)
|
$ 941,272.36
|
May
25, 2037
|
|
|
III-35-B
|
Variable(2)
|
$ 941,272.36
|
May
25, 2037
|
|
|
III-36-A
|
Variable(2)
|
$ 901,436.50
|
May
25, 2037
|
|
|
III-36-B
|
Variable(2)
|
$ 901,436.50
|
May
25, 2037
|
|
|
III-37-A
|
Variable(2)
|
$ 863,353.63
|
May
25, 2037
|
|
|
III-37-B
|
Variable(2)
|
$ 863,353.63
|
May
25, 2037
|
|
|
III-38-A
|
Variable(2)
|
$ 826,923.95
|
May
25, 2037
|
|
|
III-38-B
|
Variable(2)
|
$ 826,923.95
|
May
25, 2037
|
|
|
III-39-A
|
Variable(2)
|
$ 792,073.98
|
May
25, 2037
|
|
|
III-39-B
|
Variable(2)
|
$ 792,073.98
|
May
25, 2037
|
|
|
III-40-A
|
Variable(2)
|
$ 758,710.76
|
May
25, 2037
|
|
|
III-40-B
|
Variable(2)
|
$ 758,710.76
|
May
25, 2037
|
|
|
III-41-A
|
Variable(2)
|
$ 726,802.77
|
May
25, 2037
|
|
|
III-41-B
|
Variable(2)
|
$ 726,802.77
|
May
25, 2037
|
|
|
III-42-A
|
Variable(2)
|
$ 696,287.18
|
May
25, 2037
|
|
|
III-42-B
|
Variable(2)
|
$ 696,287.18
|
May
25, 2037
|
|
|
III-43-A
|
Variable(2)
|
$ 667,091.02
|
May
25, 2037
|
|
|
III-43-B
|
Variable(2)
|
$ 667,091.02
|
May
25, 2037
|
|
|
III-44-A
|
Variable(2)
|
$ 639,154.52
|
May
25, 2037
|
|
|
III-44-B
|
Variable(2)
|
$ 639,154.52
|
May
25, 2037
|
|
|
III-45-A
|
Variable(2)
|
$ 612,422.01
|
May
25, 2037
|
|
|
III-45-B
|
Variable(2)
|
$ 612,422.01
|
May
25, 2037
|
|
|
III-46-A
|
Variable(2)
|
$ 586,839.87
|
May
25, 2037
|
|
|
III-46-B
|
Variable(2)
|
$ 586,839.87
|
May
25, 2037
|
|
|
III-47-A
|
Variable(2)
|
$ 562,358.44
|
May
25, 2037
|
|
|
III-47-B
|
Variable(2)
|
$ 562,358.44
|
May
25, 2037
|
|
|
III-48-A
|
Variable(2)
|
$ 7,663,783.41
|
May
25, 2037
|
|
|
III-48-B
|
Variable(2)
|
$ 7,663,783.41
|
May
25, 2037
|
|
|
III-49-A
|
Variable(2)
|
$ 181,114.20
|
May
25, 2037
|
|
|
III-49-B
|
Variable(2)
|
$ 181,114.20
|
May
25, 2037
|
|
|
III-50-A
|
Variable(2)
|
$ 175,422.68
|
May
25, 2037
|
|
|
III-50-B
|
Variable(2)
|
$ 175,422.68
|
May
25, 2037
|
|
|
III-51-A
|
Variable(2)
|
$ 169,909.17
|
May
25, 2037
|
|
|
III-51-B
|
Variable(2)
|
$ 169,909.17
|
May
25, 2037
|
|
|
III-52-A
|
Variable(2)
|
$ 164,568.11
|
May
25, 2037
|
|
|
III-52-B
|
Variable(2)
|
$ 164,568.11
|
May
25, 2037
|
|
|
III-53-A
|
Variable(2)
|
$ 159,394.13
|
May
25, 2037
|
|
|
III-53-B
|
Variable(2)
|
$ 159,394.13
|
May
25, 2037
|
|
|
III-54-A
|
Variable(2)
|
$ 154,382.02
|
May
25, 2037
|
|
|
III-54-B
|
Variable(2)
|
$ 154,382.02
|
May
25, 2037
|
|
|
III-55-A
|
Variable(2)
|
$ 149,526.75
|
May
25, 2037
|
|
|
III-55-B
|
Variable(2)
|
$ 149,526.75
|
May
25, 2037
|
|
|
III-56-A
|
Variable(2)
|
$ 144,823.42
|
May
25, 2037
|
|
|
III-56-B
|
Variable(2)
|
$ 144,823.42
|
May
25, 2037
|
|
|
III-57-A
|
Variable(2)
|
$ 140,267.29
|
May
25, 2037
|
|
|
III-57-B
|
Variable(2)
|
$ 140,267.29
|
May
25, 2037
|
|
|
III-58-A
|
Variable(2)
|
$ 135,896.75
|
May
25, 2037
|
|
|
III-58-B
|
Variable(2)
|
$ 135,896.75
|
May
25, 2037
|
|
|
III-59-A
|
Variable(2)
|
$ 131,717.73
|
May
25, 2037
|
|
|
III-59-B
|
Variable(2)
|
$ 131,717.73
|
May
25, 2037
|
|
|
III-60-A
|
Variable(2)
|
$ 4,020,159.35
|
May
25, 2037
|
|
|
III-60-B
|
Variable(2)
|
$ 4,020,159.35
|
May
25, 2037
|
|
|
P
|
0.00%
|
$
100.00
|
May
25, 2037
|
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will be the sole class of Residual Interests in
REMIC
II for purposes of the REMIC Provisions. The following table irrevocably sets
forth the designation, the Uncertificated REMIC II Pass-Through Rate, the
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC II Regular Interests (as defined herein). None of
the REMIC II Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date (1)
|
|
AA
|
Variable(2)
|
$ 327,361,391.24
|
May
25, 2037
|
|
I-A-1
|
Variable(2)
|
$ 732,915.00
|
May
25, 2037
|
|
I-A-2
|
Variable(2)
|
$ 300,460.00
|
May
25, 2037
|
|
I-A-3
|
Variable(2)
|
$ 204,280.00
|
May
25, 2037
|
|
I-A-4
|
Variable(2)
|
$ 157,630.00
|
May
25, 2037
|
|
II-A
|
Variable(2)
|
$ 499,610.00
|
May
25, 2037
|
|
III-A
|
Variable(2)
|
$ 613,760.00
|
May
25, 2037
|
|
M-1
|
Variable(2)
|
$ 203,765.00
|
May
25, 2037
|
|
M-2
|
Variable(2)
|
$ 153,660.00
|
May
25, 2037
|
|
M-3
|
Variable(2)
|
$ 45,095.00
|
May
25, 2037
|
|
M-4
|
Variable(2)
|
$ 53,445.00
|
May
25, 2037
|
|
M-5
|
Variable(2)
|
$ 50,105.00
|
May
25, 2037
|
|
M-6
|
Variable(2)
|
$ 25,055.00
|
May
25, 2037
|
|
M-7
|
Variable(2)
|
$ 46,765.00
|
May
25, 2037
|
|
M-8
|
Variable(2)
|
$ 38,415.00
|
May
25, 2037
|
|
M-9
|
Variable(2)
|
$ 46,765.00
|
May
25, 2037
|
|
ZZ
|
Variable(2)
|
$ 3,509,119.72
|
May
25, 2037
|
|
IO
|
(2)
|
(3)
|
May
25, 2037
|
|
P
|
0.00%
|
$
100.00
|
May
25, 2037
|
|
1-Sub
|
Variable(2)
|
$ 9,252.40
|
May
25, 2037
|
|
1-Grp
|
Variable(2)
|
$ 37,158.10
|
May
25, 2037
|
|
2-Sub
|
Variable(2)
|
$ 3,312.99
|
May
25, 2037
|
|
2-Grp
|
Variable(2)
|
$ 13,305.19
|
May
25, 2037
|
|
3-Sub
|
Variable(2)
|
$ 4,069.96
|
May
25, 2037
|
|
3-Grp
|
Variable(2)
|
$ 16,345.16
|
May
25, 2037
|
|
XX
|
Variable(2)
|
$ 333,958,792.16
|
May
25, 2037
|
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
REMIC III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class CE Interest, Class P Interest and Class IO
Interest) and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more of the
Regular Interests in REMIC III created hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive certain amounts specified herein in respect of Basis Risk
Shortfall Carry Forward Amounts (as defined herein) and (ii) the obligation
to
pay Class IO Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each Certificate shall
be
equal in amount and timing to the entitlement to principal of such
Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
|
I-A-1(2)
|
Variable(3)
|
$
146,583,000.00
|
May
25, 2037
|
|
I-A-2(2)
|
Variable(3)
|
$
60,092,000.00
|
May
25, 2037
|
|
I-A-3(2)
|
Variable(3)
|
$
40,856,000.00
|
May
25, 2037
|
|
I-A-4(2)
|
Variable(3)
|
$
31,526,000.00
|
May
25, 2037
|
|
II-A(2)
|
Variable(3)
|
$
99,922,000.00
|
May
25, 2037
|
|
III-A(2)
|
Variable(3)
|
$
122,752,000.00
|
May
25, 2037
|
|
M-1(2)
|
Variable(3)
|
$
40,753,000.00
|
May
25, 2037
|
|
M-2(2)
|
Variable(3)
|
$
30,732,000.00
|
May
25, 2037
|
|
M-3(2)
|
Variable(3)
|
$
9,019,000.00
|
May
25, 2037
|
|
M-4(2)
|
Variable(3)
|
$
10,689,000.00
|
May
25, 2037
|
|
M-5(2)
|
Variable(3)
|
$
10,021,000.00
|
May
25, 2037
|
|
M-6(2)
|
Variable(3)
|
$
5,011,000.00
|
May
25, 2037
|
|
M-7(2)
|
Variable(3)
|
$
9,353,000.00
|
May
25, 2037
|
|
M-8(2)
|
Variable(3)
|
$
7,683,000.00
|
May
25, 2037
|
|
M-9(2)
|
Variable(3)
|
$
9,353,000.00
|
May
25, 2037
|
|
Class
CE Interest
|
Variable(3)(4)
|
$
33,739,471.91
|
May
25, 2037
|
|
Class
P Interest
|
0.00%(5)
|
$
100.00
|
May
25, 2037
|
|
Class
IO Interest
|
(6)
|
(7)
|
May
25, 2037
|
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Regular Interest in REMIC
III.
|
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
III. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the related
Regular Interest in REMIC III on such Distribution Date shall be
treated
for federal income tax purposes as having been paid from the Reserve
Fund
or the Supplemental Interest Trust, as applicable, and any amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date in excess of the amount distributable on such Class
of
Certificates on such Distribution Date shall be treated for such
purposes
as having been distributed to the Holders of such Certificates and
then
paid by such Holders to the Supplemental Interest Trust, all pursuant
to
and as further provided in Section 3.21
hereof.
|
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC III which corresponds to a Class A Certificate
or Class M Certificate will have the same Pass-Through Rate as such
Certificate, except with respect to the Net Rate Cap. The Net Rate
Cap for
each such Regular Interest in REMIC III and Certificate is specified
in
the definition of “Net Rate Cap.”
|
|
(4)
|
The
Class CE Interest will accrue interest at its variable Pass-Through
Rate
on its Uncertificated Notional Amount outstanding from time to time,
which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II
Regular Interests (other than REMIC II Regular Interest P). The Class
CE
Interest will not accrue interest on its Uncertificated Principal
Balance.
|
|
(5)
|
The
Class P Interest is not entitled to distributions in respect of
interest.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest IO.
|
|
(7)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC
IV
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest represents the sole class of Residual Interests in REMIC IV for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder. The Class CE Certificate represents ownership of a Regular
Interest in REMIC IV and also represents (i) the obligation to pay certain
amounts specified herein in respect of Basis Risk Shortfall Carry Forward
Amounts and (ii) the right to receive Class IO Distribution
Amounts.
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
CE
|
(2)
|
$33,739,471.91
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The
Class CE Certificates will receive 100% of the amounts received in
respect
of the Class CE Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC V”. The Class
R-5 Interest represents the sole class of Residual Interests in REMIC V for
purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
V created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible Maturity Date(1)
|
|
P
|
0.00%(2)
|
$ 100.00
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The
Class P Certificates will receive 100% of the amounts received in
respect
of the Class P Interest.
|
REMIC
VI
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC VI”. The Class
R-6 Interest represents the sole class of Residual Interests in REMIC VI for
purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
VI
created hereunder:
|
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for REMIC VI Regular Interest
IO.
|
|
(2)
|
REMIC
VI Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
VI Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of the amounts received in respect of the Class IO
Interest.
|
|
(4)
|
REMIC
VI Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2007-HE5.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2007-HE5” (including for purposes of
any endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K
Filing Deadline: As defined in Section 3.16(a)(iii).
Accepted
Servicing Practices: With respect to each Mortgage Loan, those mortgage
servicing practices and procedures, including prudent collection and loan
administration procedures, and the standard of care (i) employed by prudent
mortgage servicers which service mortgage loans of the same type as the Mortgage
Loans in the jurisdictions in which the related Mortgage Properties are located
or (ii) in accordance with the Xxxxxx Mae Guide or Xxxxxxx Mac Guide, subject
to
any variances negotiated with Xxxxxx Mae or Xxxxxxx Mac and subject to the
express provisions of this Agreement. Such standard of care shall not be lower
than that the Master Servicer customarily employs and exercises in servicing
and
administering similar mortgage loans for its own account and shall be in full
compliance with all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The Distribution Account, the Reserve Fund, the Swap Account, the Class P
Certificate Account, the Swap Collateral Account and the Protected
Account.
Accrual
Period: With respect to the Certificates (other than the Class CE, Class P
and the Residual Certificates) and any Distribution Date, the period from and
including the immediately preceding Distribution Date (or with respect to the
first Accrual Period, the Closing Date) to and including the day prior to such
Distribution Date. With respect to the Class CE Certificates and the Class
CE
Interest and any Distribution Date, the calendar month immediately preceding
such Distribution Date. All calculations of interest on the Certificates (other
than the Class CE, Class P and the Residual Certificates) will be made on the
basis of the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Interest and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure: As defined in Section 3.16(a)(iv).
Additional
Disclosure Notification: The form of notice set forth in Exhibit
R.
Additional
Form 10-D Disclosure: As defined in Section 3.16(a)(i).
Additional
Form 10-K Disclosure: As defined in Section 3.16(a)(iii).
Advance:
An advance of delinquent payments of principal or interest in respect of a
Mortgage Loan required to be made by the Master Servicer as provided in Section
5.01 hereof.
Affected
Party: An “Affected Party” as defined in the Swap Agreement.
Agreement:
This Pooling and Servicing Agreement and any and all amendments or supplements
hereto made in accordance with the terms herein.
Adjustable
Rate Mortgage Loan: Each of the Mortgage Loans identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
Adjustment
Date: With respect to each Adjustable Rate Mortgage Loan, the first day of
the month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date following
the
Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.
Amount
Held for Future Distribution: As to any Distribution Date, the aggregate
amount held in the Protected Account at the close of business on the immediately
preceding Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the Mortgage Loans due after the related
Due Period, (ii) Principal Prepayments, received in respect of such Mortgage
Loans after the last day of the related Prepayment Period and (iii) Liquidation
Proceeds, Subsequent Recoveries and Insurance Proceeds received in respect
of
such Mortgage Loans after the last day of the prior calendar month.
Annual
Statement of Compliance: As defined in Section 3.13.
Applied
Realized Loss Amount: With respect to any Distribution Date and a Class of
Class A Certificates and Class M Certificates, the sum of the Realized Losses
with respect to the Mortgage Loans which have been applied in reduction of
the
Certificate Principal Balance of a Class of Certificates pursuant to Section
5.05 of this Agreement which have not previously been reimbursed or reduced
by
any Subsequent Recoveries applied to such Applied Realized Loss
Amount.
Appraised
Value: With respect to any Mortgage Loan originated in connection with a
refinancing, the appraised value of the Mortgaged Property based upon the
appraisal made at the time of such refinancing or, with respect to any other
Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property
based upon the appraisal made by a fee appraiser at the time of the origination
of the related Mortgage Loan, and (y) the sales price of the Mortgaged Property
at the time of such origination.
Assessment
of Compliance: As defined in Section 3.14.
Attesting
Party: As defined in Section 3.14.
Attestation
Report: As defined in Section 3.14.
Back-Up
Certification: As defined in Section 3.16(a)(iii).
Basis
Risk Shortfall Carry Forward Amount: With respect to any Distribution Date
and any Class of Class A Certificates and Class M Certificates, an amount equal
to the sum of (A) if the Pass-Through Rate for such Class for such Distribution
Date is limited to the related Net Rate Cap, the excess, if any, of (a) the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to the related One-Month LIBOR Pass-Through
Rate, over (b) the amount of Current Interest that such Class received on such
Distribution Date at the related Net Rate Cap for such Distribution Date and
(B)
the Basis Risk Shortfall Carry Forward Amount for the previous Distribution
Date
not previously paid, together with interest thereon at a rate equal to the
related Pass-Through Rate for the current Distribution Date.
Bankruptcy
Code: Title 11 of the United States Code.
Book-Entry
Certificates: Any of the Certificates that shall be registered in the name
of the Depository or its nominee, the ownership of which is reflected on the
books of the Depository or on the books of a person maintaining an account
with
the Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 6.06). As of the Closing Date, each Class of Regular
Certificates (other than the Class CE Certificates and Class P Certificates)
constitutes a Class of Book-Entry Certificates.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which
banking institutions in the city of New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the Trustee or
the
principal office of the Master Servicer is located as authorized or obligated
by
law or executive order to be closed.
Capitalization
Reimbursement Amount: For any Distribution Date, the aggregate of the
amounts added to the Stated Principal Balances of the Mortgage Loans during
the
preceding calendar month representing reimbursements to the Master Servicer
on
or prior to such Distribution Date in connection with the modification of such
Mortgage Loans pursuant to Section 4.01(a).
Certificate:
Any one of the certificates of any Class executed and authenticated by the
Trustee in substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin: With respect to the Class I-A-1 Certificates and, for purposes of
the definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
I-A-1, 0.090% per annum.
With
respect to the Class I-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-2, 0.180% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.360% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class I-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-3, 0.240% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.480% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class I-A-4 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-4, 0.300% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.600% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.220% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.440% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class III-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest III-A, 0.220% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.440% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.350% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.525% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.380% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.570% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.480% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.720% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.850% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.275% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 1.000% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.500% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 1.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 2.250% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-7 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-7, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-8 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-8, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-9 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-9, 2.250% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.375% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount: With respect to the Class CE Certificates and any
Distribution Date, an amount equal to the Stated Principal Balance of the
Mortgage Loans as of the beginning of the related Due Period. The initial
Certificate Notional Amount of the Class CE Certificates shall be
$668,084,471.91. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class CE Interest for such Distribution
Date.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person that is the
beneficial owner of such Book-Entry Certificate.
Certificate
Principal Balance: As to any Certificate (other than any Class CE
Certificates and any Class R Certificates) and as of any Distribution Date,
the
Initial Certificate Principal Balance of such Certificate plus, in the case
of a
Class A Certificate and Class M Certificate, any Subsequent Recoveries added
to
the Certificate Principal Balance of such Certificate pursuant to Section
5.04(b), less the sum of (i) all amounts distributed with respect to such
Certificate in reduction of the Certificate Principal Balance thereof on
previous Distribution Dates pursuant to Section 5.04, and (ii) any Applied
Realized Loss Amounts allocated to such Certificate on previous Distribution
Dates. As to the Class CE Certificates and as of any Distribution Date, an
amount equal to the Uncertificated Principal Balance of the Class CE
Interest.
Certificate
Register: The register maintained pursuant to Section 6.02
hereof.
Certificateholder
or Holder: The person in whose name a Certificate is registered in the
Certificate Register (initially, Cede & Co., as nominee for the Depository,
in the case of any Book-Entry Certificates).
Certification
Parties: As defined in Section 3.16(a)(iii).
Certifying
Person: As defined in Section 3.16(a)(iii).
Class:
All Certificates bearing the same Class designation as set forth in Section
6.01
hereof.
Class
A Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4, Class II-A and Class III-A Certificates.
Class
A Principal Distribution Amount: For any Distribution Date, an amount equal
to the lesser of (x) the Principal Distribution Amount for such Distribution
Date and (y) the excess, if any, of (i) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such Distribution
Date,
over (ii) the lesser of (a) the product of (1) 50.20% and (2) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (b) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $3,340,422.
Class
I-A Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3 and Class
I-A-4 Certificates.
Class
I-A-1 Certificate: Any Certificate designated as a “Class I-A-1 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto, representing the
right
to the Percentage Interest of distributions provided for the Class I-A-1
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and
(iii) the obligation to pay Class IO Distribution Amounts.
Class
I-A-2 Certificate: Any Certificate designated as a “Class I-A-2 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto, representing the
right
to the Percentage Interest of distributions provided for the Class I-A-2
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and
(iii) the obligation to pay Class IO Distribution Amounts.
Class
I-A-3 Certificate: Any Certificate designated as a “Class I-A-3 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto, representing the
right
to the Percentage Interest of distributions provided for the Class I-A-3
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and
(iii) the obligation to pay Class IO Distribution Amounts.
Class
I-A-4 Certificate: Any Certificate designated as a “Class I-A-4 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto, representing the
right
to the Percentage Interest of distributions provided for the Class I-A-4
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and
(iii) the obligation to pay Class IO Distribution Amounts.
Class
I-A Principal Distribution Amount: For any Distribution Date, with respect
to the Class I-A Certificates and any Distribution Date, is the product of
the
Class A Principal Distribution Amount and a fraction, the numerator of which
is
the Principal Funds for Loan Group I for such Distribution Date and the
denominator of which is the Principal Funds for all Loan Groups for such
Distribution Date.
Class
II-A Certificate: Any Certificate designated as a “Class II-A Certificate”
on the face thereof, in the form of Exhibit A-1 hereto, representing the
right
to the Percentage Interest of distributions provided for the Class II-A
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and
(iii) the obligation to pay Class IO Distribution Amounts.
Class
II-A Principal Distribution Amount: For any Distribution Date, with respect
to the Class II-A Certificates and any Distribution Date, is the product of
the
Class A Principal Distribution Amount and a fraction, the numerator of which
is
the Principal Funds for Loan Group II for such Distribution Date and the
denominator of which is the Principal Funds for all Loan Groups for such
Distribution Date.
Class
III-A Certificate: Any Certificate designated as a “Class III-A Certificate”
on the face thereof, in the form of Exhibit A-1 hereto, representing the
right
to the Percentage Interest of distributions provided for the Class III-A
Certificates as set forth herein and evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive Basis Risk Shortfall Carry Forward Amounts and
(iii) the obligation to pay Class IO Distribution Amounts.
Class
III-A Principal Distribution Amount: For any Distribution Date, with respect
to the Class III-A Certificates and any Distribution Date, is the product of
the
Class A Principal Distribution Amount and a fraction, the numerator of which
is
the Principal Funds for Loan Group III for such Distribution Date and the
denominator of which is the Principal Funds for all Loan Groups for such
Distribution Date.
Class
CE Certificate: Any Certificate designated as a “Class CE Certificate” on
the face thereof, in the form of Exhibit A-4 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class CE Certificates
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the obligation
to
pay Basis Risk Shortfall Carry Forward Amounts and (iii) the right to receive
Class IO Distribution Amounts.
Class
CE Distribution Amount: With respect to any Distribution Date, the sum of
(i) the Current Interest for the Class CE Interest for such Distribution Date,
(ii) any Overcollateralization Release Amount for such Distribution Date and
(iii) without duplication, any Subsequent Recoveries not distributed to the
Class A Certificates and Class M Certificates on such Distribution Date;
provided, however, on any Distribution Date after the Distribution Date on
which
the Certificate Principal Balances of the Class A Certificates and Class M
Certificates have been reduced to zero, the Class CE Distribution Amount shall
include the Overcollateralization Amount.
Class
CE Interest: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the Holders of the Class CE Certificates, evidencing a
Regular Interest in REMIC III for purposes of the REMIC Provisions.
Class
IO Distribution Amount: As defined in Section 3.21 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall equal
the amount payable to the Swap Administrator pursuant to the first and second
sentences of Section 3.21(c) on such Distribution Date in excess of the amount
payable on REMIC VI Regular Interest IO on such Distribution Date, all as
further provided in Section 3.21 hereof.
Class
IO Interest: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the holders of REMIC VI Regular Interest IO, evidencing
a
Regular Interest in REMIC III for purposes of the REMIC Provisions.
Class
M Certificates: Any of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Class
M-1 Certificate: Any Certificate designated as a “Class M-1 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-1 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-1 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date) and (2) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 62.40% and (y) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $3,340,422.
Class
M-2 Certificate: Any Certificate designated as a “Class M-2 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-2 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-2 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount and the Class M-1 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (3) the Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 71.60% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $3,340,422.
Class
M-3 Certificate: Any Certificate designated as a “Class M-3 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-3 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-3 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (4) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 74.30% and (y) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $3,340,422.
Class
M-4 Certificate: Any Certificate designated as a “Class M-4 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-4 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-4 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount and the Class M-3 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2)
the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (5) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 77.50% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $3,340,422.
Class
M-5 Certificate: Any Certificate designated as a “Class M-5 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-5 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-5 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount and the Class
M-4 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 80.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $3,340,422.
Class
M-6 Certificate: Any Certificate designated as a “Class M-6 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-6 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-6 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount and the Class M-5 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 82.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $3,340,422.
Class
M-7 Certificate: Any Certificate designated as a “Class M-7 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-7 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-7 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount, the Class M-5 Principal Distribution Amount
and
the Class M-6 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance
of
the Class M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 84.80% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $3,340,422.
Class
M-8 Certificate: Any Certificate designated as a “Class M-8 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-8 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-8 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount, the Class M-5 Principal Distribution Amount,
the
Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (9) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 87.10% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month),
and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month) minus $3,340,422.
Class
M-9 Certificate: Any Certificate designated as a “Class M-9 Certificate” on
the face thereof, in the form of Exhibit A-2 hereto, representing the right
to
its Percentage Interest of distributions provided for the Class M-9 Certificates
as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
the
right to receive Basis Risk Shortfall Carry Forward Amounts and (iii) the
obligation to pay Class IO Distribution Amounts.
Class
M-9 Principal Distribution Amount: For any Distribution Date, an amount
equal to the lesser of (x) the remaining Principal Distribution Amount for
such
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount, the Class
M-4
Principal Distribution Amount, the Class M-5 Principal Distribution Amount,
the
Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution
Amount and the Class M-8 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of
the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date) and (10) the Certificate Principal Balance of the Class
M-9
Certificates immediately prior to such Distribution Date, over (b) the lesser
of
(1) the product of (x) 89.90% and (y) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the prior calendar month), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the prior calendar month)
minus $3,340,422.
Class
P Certificate: Any Certificate designated as a “Class P Certificate” on the
face thereof, in the form of Exhibit A-3 hereto, representing the right to
its
Percentage Interest of distributions provided for the Class P Certificates
as
set forth herein and evidencing (i) a Regular Interest in REMIC V and (ii)
the
right to receive any Prepayment Charge Waiver Amounts.
Class
P Interest: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class P Certificates, evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
Class
P Certificate Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 4.06 in the name of the Trustee for the
benefit of the Class P Certificateholders.
Class
R Certificate: Any of the Class R-1, Class R-2, Class R-3 and Class RX
Certificates.
Class
R-1 Certificate: Any Certificate designated a “Class R-1 Certificate” on the
face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the
Residual Interest in REMIC I and representing the right to the Percentage
Interest of distributions provided for the Class R-1 Certificates as set forth
herein.
Class
R-2 Certificate: Any Certificate designated a “Class R-2 Certificate” on the
face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the
Residual Interest in REMIC II and representing the right to the Percentage
Interest of distributions provided for the Class R-2 Certificates as set forth
herein.
Class
R-3 Certificate: Any Certificate designated a “Class R-3 Certificate” on the
face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the
Residual Interest in REMIC III and representing the right to the Percentage
Interest of distributions provided for the Class R-3 Certificates as set forth
herein.
Class
RX Certificate: Any Certificate designated a “Class RX Certificate” on the
face thereof, in the form set forth in Exhibit A-5 hereto, evidencing the
ownership of the Class R-4 Interest, Class R-5 Interest and Class R-6 Interest
and representing the right to the Percentage Interest of distributions provided
for the Class RX Certificates as set forth herein.
Class
R-4 Interest: The uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest: The uncertificated Residual Interest in REMIC V.
Class
R-6 Interest: The uncertificated Residual Interest in REMIC VI.
Closing
Date: May 30, 2007.
Code:
The Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The U.S. Securities and Exchange Commission.
Compensating
Interest: An amount, not to exceed the Servicing Fee, to be deposited in the
Protected Account by the Master Servicer to the payment of a Prepayment Interest
Shortfall on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office: The designated office of the Trustee where at any particular
time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000
Attention: Global Securities and Trust Services - Bear Xxxxxxx Asset Backed
Securities I LLC, Series 2007-HE5, or at such other address as the Trustee
may
designate from time to time.
Corresponding
Certificate: With respect to each REMIC II Regular Interest (other than
REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp,
XX,
IO and P), the Certificate with the corresponding designation. With respect
to
each REMIC III Regular Interest (other than the Class CE Interest, the Class
P
Interest and the Class IO Interest), the related Certificate representing an
ownership therein.
Current
Interest: As of any Distribution Date, with respect to the Certificates and
interests of each class (other than the Class P Certificates, Class P Interest,
the Residual Interests and the Residual Certificates), (i) the interest accrued
on the Certificate Principal Balance or Certificate Notional Amount or
Uncertificated Notional Amount, as applicable, during the related Accrual Period
at the applicable Pass-Through Rate plus any amount previously distributed
with
respect to interest for such Certificate or interest that has been recovered
as
a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
any
Prepayment Interest Shortfall for such Distribution Date, to the extent not
covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
during the related Due Period, provided, however, that for purposes of
calculating Current Interest for any such class, amounts specified in clause
(ii) hereof for any such Distribution Date shall be allocated first to the
Class
CE Certificates and the Class CE Interest in reduction of amounts otherwise
distributable to such Certificates and interest on such Distribution Date and
then any excess shall be allocated to each Class of Class A Certificates and
Class M Certificates on a pro rata basis based on the respective
amounts of interest accrued pursuant to clause (i) hereof for each such Class
on
such Distribution Date.
Current
Specified Enhancement Percentage: With respect to any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class M Certificates and (ii) the Overcollateralization
Amount, in each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance
of the Mortgage Loans as of the end of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the prior calendar month).
Custodial
Agreement: An agreement, dated as of May 30, 2007, among the Depositor, EMC,
as a Seller and as Master Servicer, Master Funding as a Seller, the Trustee
and
the Custodian in substantially the form of Exhibit J hereto.
Custodian:
LaSalle Bank National Association, or any successor custodian appointed pursuant
to the provisions hereof and the Custodial Agreement.
Cut-off
Date: May 1, 2007.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid principal
balance thereof on the Cut-off Date after application of all Principal
Prepayments received prior to the Cut-off Date and scheduled payments of
principal due on or before the Cut-off Date, whether or not received, but
without giving effect to any installments of principal received in respect
of
Due Dates after the Cut-off Date. The aggregate Cut-off Date Principal Balance
of the Mortgage Loans is $668,084,471.91.
Debt
Service Reduction: With respect to any Mortgage Loan, a reduction by a court
of competent jurisdiction in a proceeding under the Bankruptcy Code in the
Scheduled Payment for such Mortgage Loan that became final and non-appealable,
except such a reduction resulting from a Deficient Valuation or any other
reduction that results in a permanent forgiveness of principal.
Defaulting
Party: A “Defaulting Party” as defined in the Swap Agreement.
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less than the
then
outstanding indebtedness under such Mortgage Loan, or any reduction in the
amount of principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal, which valuation or reduction
results from an order of such court that is final and non-appealable in a
proceeding under the Bankruptcy Code.
Definitive
Certificates: As defined in Section 6.06.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement
Mortgage Loan.
Delinquency
Event: A Delinquency Event shall have occurred and be continuing if at any
time, (x) the percent equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of the Mortgage Loans that are 60 days or
more Delinquent (including for this purpose any such Mortgage Loans in
bankruptcy or foreclosure and Mortgage Loans with respect to which the related
Mortgaged Property is REO Property), and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the prior
calendar month), exceeds (y) 32.10% of the Current Specified Enhancement
Percentage.
Delinquent:
The delinquency method used for calculations with respect to the Mortgage Loans
will be in accordance with the methodology used by lenders regulated by the
Office of Thrift Supervision. Under this method, a mortgage loan is considered
“30 days or more Delinquent” if the borrower fails to make a scheduled payment
prior to the close of business on the mortgage loan’s first succeeding due
date. For example, if a securitization had a closing date occurring
in August and a cut-off date of August 1, a mortgage loan with a payment due
on
July 1 that remained unpaid as of the close of business on July 31 would not
be
described as 30 days delinquent as of the cut-off date. Such mortgage loan
with
a payment due on June 1 that remained unpaid as of the close of business on
July
31 would be described as 30 days delinquent as of the cut-off date. A mortgage
loan would be considered “60 days or more Delinquent” with respect to such
scheduled payment if such scheduled payment were not made prior to the close
of
business on the mortgage loan’s second succeeding due date (or, in the
preceding example, if the mortgage loan with a payment due on May 1 remained
unpaid as of the close of business on July 31). Similarly for “90 days or more
Delinquent” and so on. Unless otherwise specified, with respect to
any date of determination, determinations of delinquency are made as of the
last
day of the prior calendar month.
Denomination:
With respect to each Certificate, the amount set forth on the face thereof
as
the “Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability
company, or its successor in interest.
Depository:
The initial Depository shall be The Depository Trust Company (“DTC”), the
nominee of which is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of
the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement: With respect to the Class of Book-Entry Certificates, the
agreement among the Depositor, the Trustee and the initial Depository, dated
as
of the Closing Date, substantially in the form of Exhibit H.
Depository
Participant: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
Determination
Date: With respect to any Distribution Date, the 15th day of the month of
such Distribution Date or, if such 15th day is not a Business Day, the
immediately preceding Business Day.
Distribution
Account: The separate Eligible Account created and maintained by the Trustee
pursuant to Section 4.04 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, in trust for
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE5”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Account Deposit Date: Two Business Days prior to each Distribution
Date.
Distribution
Date: The 25th day of each calendar month after the initial issuance of the
Certificates, or if such 25th day is not a Business Day, the next succeeding
Business Day, commencing in June 2007.
Due
Date: As to any Mortgage Loan, the date in each month on which the related
Scheduled Payment is due, as set forth in the related Mortgage
Note.
Due
Period: With respect to any Distribution Date, the period from the second
day of the calendar month preceding the calendar month in which such
Distribution Date occurs through close of business on the first day of the
calendar month in which such Distribution Date occurs.
Eligible
Account: Any of (i) an account or accounts maintained with a federal or
state chartered depository institution or trust company, the long-term unsecured
debt obligations and short-term unsecured debt obligations of which (or, in
the
case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company,
so long as Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in
one of its two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders have a claim with respect to the funds in such
account or a perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
trust account or accounts maintained with the corporate trust department of
a
federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies, as
evidenced in writing. Eligible Accounts may bear interest, and may include,
if
otherwise qualified under this definition, accounts maintained with the
Trustee.
EMC:
EMC Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Flow Loans: The Mortgage Loans purchased by EMC pursuant to a flow loan
purchase agreement.
EMC
Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule for which EMC is the applicable Seller.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates: Any of the Class CE, Class P and Residual
Certificates.
Event
of Default: As defined in Section 8.01 hereof.
Excess
Cashflow: With respect to any Distribution Date, an amount, if any, equal to
the sum of (a) the Remaining Excess Spread for such Distribution Date and (b)
the Overcollateralization Release Amount for such Distribution
Date.
Excess
Liquidation Proceeds: To the extent not required by law to be paid to the
related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect
to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan
and
accrued and unpaid interest at the related Mortgage Rate through the last day
of
the month in which the Mortgage Loan has been liquidated.
Excess
Spread: With respect to any Distribution Date, the excess, if any, of (i)
the Interest Funds for such Distribution Date, over (ii) the sum of the Current
Interest on the Class A Certificates and Class M Certificates and Interest
Carry
Forward Amounts on the Class A Certificates (other than Interest Carry Forward
Amounts paid pursuant to Section 5.04(a)(4)(A)), in each case for such
Distribution Date.
Exchange
Act: Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount: With respect to any Distribution Date, the
lesser of (i) the excess, if any, of the Overcollateralization Target Amount
for
such Distribution Date, over the Overcollateralization Amount for such
Distribution Date (after giving effect to distributions of principal on the
Certificates other than any Extra Principal Distribution Amount) and (ii) the
Excess Spread for such Distribution Date.
Xxxxxx
Xxx: Xxxxxx Xxx (formerly, Federal National Mortgage Association), or any
successor thereto.
FDIC:
The Federal Deposit Insurance Corporation, or any successor
thereto.
Final
Certification: The certification substantially in the form of Exhibit Three
to the Custodial Agreement.
Final
Recovery Determination: With respect to any defaulted Mortgage Loan or any
REO Property (other than a Mortgage Loan or REO Property purchased by EMC (on
its own behalf as a Seller and on behalf of Master Funding) pursuant to or
as
contemplated by Section 2.03(c) or Section 10.01), a determination made by
the
Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Master Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Master Servicer shall maintain records of each Final Recovery
Determination made thereby.
FIRREA:
The Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fiscal
Quarter: December 1 to February 29 (or the last day in such month), March 1
to May 31, June 1 to August 31, or September 1 to November 30, as
applicable.
Fitch:
Fitch, Inc. and any successor thereto.
Form
8-K Disclosure Information: As defined in Section 3.16(a)(iii).
Xxxxxxx
Mac: Federal Home Loan Mortgage Corporation, or any successor
thereto.
Global
Certificate: Any Private Certificate registered in the name of the
Depository or its nominee, beneficial interests in which are reflected on the
books of the Depository or on the books of a Person maintaining an account
with
such Depository (directly or as an indirect participant in accordance with
the
rules of such depository).
Gross
Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
Group
I Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Group
I Principal Distribution Amount: With respect to any Distribution Date, the
product of the Principal Distribution Amount for such Distribution Date and
a
fraction, the numerator of which is the Principal Funds for Loan Group I for
such Distribution Date and the denominator of which is the Principal Funds
for
all Loan Groups for such Distribution Date.
Group
II Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Group
II Principal Distribution Amount: With respect to any Distribution Date, the
product of the Principal Distribution Amount for such Distribution Date and
a
fraction, the numerator of which is the Principal Funds for Loan Group II for
such Distribution Date and the denominator of which is the Principal Funds
for
all Loan Groups for such Distribution Date.
Group
III Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Group
III Principal Distribution Amount: With respect to any Distribution Date,
the product of the Principal Distribution Amount for such Distribution Date
and
a fraction, the numerator of which is the Principal Funds for Loan Group III
for
such Distribution Date and the denominator of which is the Principal Funds
for
all Loan Groups for such Distribution Date.
Guarantor:
As defined in Section 3.21(i).
Guarantee:
As defined in Section 3.21(i).
Indemnified
Persons: The Trustee, the Master Servicer, the Trust Fund and their
officers, directors, agents and employees and, with respect to the Trustee,
any
separate co-trustee and its officers, directors, agents and
employees.
Index:
With respect to each Adjustable Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate: Any Private Certificate registered in the name of the Holder
other than the Depository or its nominee.
Initial
Certification: The certification substantially in the form of Exhibit One to
the Custodial Agreement.
Initial
Certificate Principal Balance: With respect to any Certificate, the
Certificate Principal Balance of such Certificate or any predecessor Certificate
on the Closing Date.
Institutional
Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l),
(2), (3) or (7) of Regulation D under the Securities Act or any entity all
of
the equity Holders in which come within such paragraphs.
Insurance
Policy: With respect to any Mortgage Loan included in the Trust Fund, any
insurance policy, including all riders and endorsements thereto in effect with
respect to such Mortgage Loan, including any replacement policy or policies
for
any Insurance Policies.
Insurance
Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any
Insurance Policy and any other insurance policy covering a Mortgage Loan, to
the
extent such proceeds are payable to the mortgagee under the Mortgage, the Master
Servicer or the trustee under the deed of trust and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor
in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, in each case other than
any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured
Expenses: Expenses covered by any insurance policy with respect to the
Mortgage Loans.
Interest
Carry Forward Amount: As of any Distribution Date and with respect to each
Class of Certificates (other than the Class CE, Class P and the Residual
Certificates), the sum of (i) the excess of (a) the Current Interest for such
Class with respect to such Distribution Date and any prior Distribution Dates
over (b) the amount actually distributed to such Class of Certificates with
respect to interest on such Distribution Dates and (ii) interest thereon (to
the
extent permitted by applicable law) at the applicable Pass-Through Rate for
such
Class for the related Accrual Period including the Accrual Period relating
to
such Distribution Date.
Interest
Determination Date: Shall mean the second LIBOR Business Day preceding the
commencement of each Accrual Period.
Interest
Funds: With respect to each Loan Group and any Distribution Date (1) the
sum, without duplication, of (a) all scheduled interest during the related
Due
Period with respect to the Mortgage Loans less the Servicing Fee and the LPMI
Fee, if any, (b) all Advances relating to interest with respect to the Mortgage
Loans made on or prior to the related Distribution Account Deposit Date, (c)
all
Compensating Interest with respect to the Mortgage Loans and required to be
remitted by the Master Servicer pursuant to this Agreement with respect to
such
Distribution Date, (d) Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries with respect to the Mortgage Loans collected during the prior
calendar month (to the extent such Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries relate to interest) less all non-recoverable Advances
related to interest and certain expenses reimbursed during the prior calendar
month, in each case with respect to the Mortgage Loans, (e) all amounts relating
to interest with respect to each Mortgage Loan repurchased by EMC in the related
Loan Group (on its own behalf as Seller and on behalf of Master Funding)
pursuant to Sections 2.02 and 2.03 and by the Master Servicer pursuant to
Section 3.19, in each case to the extent remitted by the Master Servicer to
the
Distribution Account pursuant to this Agreement and (f) the interest portion
of
any proceeds received from the exercise of an Optional Termination, minus (2)
(i) all amounts relating to interest required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement, and (ii)
any
Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger
Event and other than to the extent already paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreements that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Administrator for payment to the Swap Provider for such
Distribution Date and any such payments remaining unpaid for any prior
Distribution Dates.
Interim
Certification: The certification substantially in the form of Exhibit Two to
the Custodial Agreement.
LaSalle:
LaSalle Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date: Solely for purposes of the face of the
Certificates as follows: with respect to the Certificates, other than the Class
I-A-1, Class I-A-2 and Class I-A-3 Certificates, the Distribution Date in May
2037; with respect to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates,
the Distribution Date in October 2031, November 2035 and March 2037,
respectively.
Latest
Possible Maturity Date: With respect to the Certificates, May 25, 2037,
which is the Distribution Date in the month following the final scheduled
maturity date of the Mortgage Loan in the Trust Fund having the latest scheduled
maturity date as of the Cut-off Date. For purposes of the Treasury regulations
under Sections 860A through 860G of the Code, the latest possible maturity
date
of each Regular Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V and REMIC VI shall be the Latest Possible Maturity Date.
LIBOR
Business Day: Shall mean a day on which banks are open for dealing in
foreign currency and exchange in London and New York City.
Liquidated
Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that
has been liquidated through deed-in-lieu of foreclosure, foreclosure sale,
trustee’s sale or other realization as provided by applicable law governing the
real property subject to the related Mortgage and any security agreements and
as
to which the Master Servicer has made a Final Recovery Determination with
respect thereto.
Liquidation
Proceeds: Amounts, other than Insurance Proceeds, received in connection
with the partial or complete liquidation of a Mortgage Loan, whether through
trustee’s sale, foreclosure sale or otherwise, or in connection with any
condemnation or partial release of a Mortgaged Property and any other proceeds
received with respect to an REO Property, less the sum of related unreimbursed
Advances, Servicing Fees and Servicing Advances and all expenses of liquidation,
including property protection expenses and foreclosure and sale costs, including
court and reasonable attorneys fees.
Loan-to-Value
Ratio: The fraction, expressed as a percentage, the numerator of which is
the original principal balance of the related Mortgage Loan and the denominator
of which is the Appraised Value of the related Mortgaged Property.
Loan
Group: Any of Loan Group I, Loan Group II or Loan Group III.
Loan
Group I: The group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II: The group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group III: The group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loss
Allocation Limitation: The meaning specified in Section 5.05(b)
hereof.
LPMI
Fee: The fee payable to the insurer for each Mortgage Loan subject to an
LPMI Policy as set forth in such LPMI Policy.
LPMI
Policy: A policy of mortgage guaranty insurance issued by an insurer meeting
the requirements of Xxxxxx Xxx and Xxxxxxx Mac in which the Master Servicer
or
the related subservicer of the related Mortgage Loan is responsible for the
payment of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder: The Holder of a 50.01% or greater Percentage
Interest in the Class CE Certificates.
Marker
Rate: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC II Pass-Through Rates for the REMIC II Regular Interests (other than
REMIC
II Regular Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp, XX, IO and
P), with the rate on each such REMIC II Regular Interest (other than REMIC
II
Regular Interest ZZ) subject to a cap equal to the lesser of (i) the One-Month
LIBOR Pass-Through Rate for the Corresponding Certificate and (ii) the Net
Rate
Cap for the REMIC III Regular Interest the ownership of which is represented
by
the Corresponding Certificate for the purpose of this calculation for such
Distribution Date, and with the rate on REMIC II Regular Interest ZZ subject
to
a cap of zero for the purpose of this calculation; provided, however, that
solely for this purpose, the related cap with respect to each REMIC II Regular
Interest (other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub,
2-Grp, 3-Sub, 3-Grp, XX, IO and P) shall be multiplied by a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days in the related Accrual Period.
Master
Funding: Master Funding LLC, a Delaware limited liability company, and its
successors and assigns, in its capacity as the seller of the Master Funding
Mortgage Loans to the Depositor.
Master
Funding Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which Master Funding is the applicable
Seller.
Master
Servicer: EMC Mortgage Corporation, in its capacity as master servicer, and
its successors and assigns.
Maximum
Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
Maximum
Probable Exposure: With respect to each Distribution Date, the amount
calculated by the Depositor in accordance with the Seller’s internal risk
management process in respect of similar instruments, such calculation to be
performed as agreed by the Trustee and the Depositor.
Maximum
Uncertificated Accrued Interest Deferral Amount: With respect to any
Distribution Date, the excess, if any, of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralization Amount, in each case for such Distribution Date, over
(ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp, XX, IO and P), with the rate
on each such REMIC II Regular Interest subject to a cap equal to the lesser
of
(x) the One-Month LIBOR Pass-Through Rate for the Corresponding Certificate
and
(y) the Net Rate Cap for the REMIC III Regular Interest the ownership of which
is represented by the Corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided, however, that solely for
this
purpose, the related cap with respect to each REMIC II Regular Interest (other
than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub,
3-Grp, XX, IO and P) shall be multiplied by a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days in the related
Accrual Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System: The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
Minimum
Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
MOM
Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of
such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan
and its successors and assigns, at the origination thereof.
Monthly
Statement: The statement delivered to the Certificateholders pursuant to
Section 5.06.
Moody’s:
Xxxxx’x Investors Service, Inc., and any successor thereto.
Mortgage:
The mortgage, deed of trust or other instrument creating a first or second
lien
on or first or second priority ownership interest in an estate in fee simple
in
real property securing a Mortgage Note.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof pertaining to a
particular Mortgage Loan and any additional documents delivered to the Custodian
to be added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loans: Such of the Mortgage Loans transferred and assigned to the Trustee
pursuant to the provisions hereof, as from time to time are held as a part
of
the Trust Fund (including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other
acquisition of title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
May 30, 2007, among EMC, as a seller, Master Funding, as a seller and the
Depositor, as purchaser in the form attached hereto as Exhibit L.
Mortgage
Loan Purchase Price: The price, calculated as set forth in Section 10.01, to
be paid in connection with the repurchase of the Mortgage Loans pursuant to
Section 10.01.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time amended by
the Seller or the Master Servicer to reflect the deletion of Deleted Mortgage
Loans and the addition of Replacement Mortgage Loans pursuant to the provisions
of this Agreement) transferred to the Trustee as part of the Trust Fund and
from
time to time subject to this Agreement, the initial Mortgage Loan Schedule
being
attached hereto as Exhibit B setting forth the following information with
respect to each Mortgage Loan:
(a)
the
city,
state and zip code of the Mortgaged Property;
(b)
the
property type;
(c)
the
Mortgage Interest Rate;
(d)
the
Servicing Fee Rate;
(e)
the
Master Servicer's Fee Rate;
(f)
the
LPMI
Fee, if applicable;
(g)
[reserved];
(h)
the
Net
Rate;
(i)
the
maturity date;
(j)
the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l)
the
original Principal Balance;
(m)
the
first
payment date;
(n)
the
principal and interest payment in effect as of the Cut-off Date;
(o)
the
unpaid Principal Balance as of the Cut-off Date;
(p)
the
Loan-to-Value Ratio at origination;
(q)
the
insurer of any Primary Mortgage Insurance Policy;
(r)
the
MIN
with respect to each MOM Loan;
(s)
the
Gross
Margin, if applicable;
(t)
the
next
Adjustment Date, if applicable;
(u)
the
Maximum Mortgage Rate, if applicable;
(v)
the
Minimum Mortgage Rate, if applicable;
(w)
the
Periodic Rate Cap, if applicable;
(x)
the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z)
which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee)
the
interest-only term, if applicable;
(ff)
the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (o)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note: The original executed note or other evidence of indebtedness of a
Mortgagor under a Mortgage Loan.
Mortgage
Rate: With respect to each fixed rate Mortgage Loan, the rate set forth in
the related Mortgage Note. With respect to each Adjustable Rate Mortgage Loan,
the annual rate at which interest accrues on such Mortgage Loan from time to
time in accordance with the provisions of the related Mortgage Note, which
rate
(A) as of any date of determination until the first Adjustment Date following
the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule
as
the Mortgage Rate in effect immediately following the Cut-off Date and (B)
as of
any date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property: The underlying property securing a Mortgage Loan.
Mortgagor:
The obligors on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate
equal to the Mortgage Rate less the sum of (i) the Servicing Fee Rate and (ii)
the rate at which the LPMI Fee is calculated, if any.
Net
Rate Cap: With respect to any Distribution Date and the Class I-A-1, Class
I-A-2, Class I-A-3 and Class I-A-4 Certificates, the excess, if any, of (A)
a
per annum rate equal to the product of (x) the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans in Loan Group I, weighted
based on the Stated Principal Balances of such Mortgage Loans as of the related
Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Accrual Period, over (B) an amount, expressed as
a
per annum rate, equal to the sum of (i) the Net Swap Payment payable to the
Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreement that may be entered
into by the Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the related
Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
Certificates, a per annum rate equal to the weighted average (adjusted for
the
actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest 1-Grp,
weighted on the basis of the Uncertificated Principal Balance of such REMIC
II
Regular Interest immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Mortgage Loans in Loan Group
II,
weighted based on the Stated Principal Balances of such Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Accrual Period, over (B) an amount, expressed as
a
per annum rate, equal to the sum of (i) the Net Swap Payment payable to the
Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (other than to
the
extent already paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreement that may be entered
into by the Supplemental Interest Trust Trustee), divided by the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the related
Due
Date prior to giving effect to any reduction in the Stated Principal Balances
of
such Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class II-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class III-A Certificates, the excess,
if any, of (A) a per annum rate equal to the product of (x) the weighted average
of the Net Mortgage Rates on the then outstanding Mortgage Loans in Loan Group
III, weighted based on the Stated Principal Balances of such Mortgage Loans
as
of the related Due Date prior to giving effect to any reduction in the Stated
Principal Balances of such Mortgage Loans on such Due Date, and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Accrual Period, over (B) an amount, expressed
as
a per annum rate, equal to the sum of (i) the Net Swap Payment payable to the
Swap Provider on such Distribution Date and (ii) any Swap Termination Payment
not due to a Swap Provider Trigger Event payable to the Swap Provider (other
than to the extent already paid by the Swap Administrator from any upfront
payment received pursuant to any replacement interest rate swap agreement that
may be entered into by the Supplemental Interest Trust Trustee), divided by
the
aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, multiplied by 12. With respect
to any Distribution Date and the REMIC III Regular Interests the ownership
of
which is represented by the Class III-A Certificates, a per annum rate equal
to
the weighted average (adjusted for the actual number of days elapsed in the
related Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on
REMIC II Regular Interest 3-Grp, weighted on the basis of the Uncertificated
Principal Balance of such REMIC II Regular Interest immediately prior to such
Distribution Date.
With
respect to any Distribution Date and the Class M Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the weighted average of the Net Mortgage Rates on the then outstanding Mortgage
Loans in each Loan Group, weighted in proportion to the results of subtracting
from the aggregate Stated Principal Balances of each such Loan Group as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, the Certificate Principal
Balance of the related Class or Classes of Senior Certificates and (y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
payable to the Swap Provider on such Distribution Date and (ii) any Swap
Termination Payment not due to a Swap Provider Trigger Event payable to the
Swap
Provider (other than to the extent already paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee),
divided by the aggregate outstanding Stated Principal Balance of the Mortgage
Loans as of the related Due Date prior to giving effect to any reduction in
the
Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
by
12. With respect to any Distribution Date and the REMIC III Regular Interests
the ownership of which is represented by the Class M Certificates, a per annum
rate equal to the weighted average (adjusted for the actual number of days
elapsed in the related Accrual Period) of the Uncertificated REMIC II
Pass-Through Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 1-Grp, (b) REMIC II Regular Interest 2-Sub, subject to a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 2-Grp and (c) REMIC II Regular Interest 3-Sub, subject to
a cap
and a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC
II
Regular Interest 3-Grp, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC II Regular Interest immediately prior to such
Distribution Date.
Net
Swap Payment: With respect to each Distribution Date, the net payment
required to be made pursuant to the terms of the Swap Agreement by either the
Swap Provider or the Swap Administrator, which net payment shall not take into
account any Swap Termination Payment.
Non
Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.
Nonrecoverable
Advance: Any portion of an Advance previously made or proposed to be made by
the Master Servicer pursuant to this Agreement, that, in the good faith judgment
of the Master Servicer, will not or, in the case of a proposed advance, would
not, be ultimately recoverable by it from the related Mortgagor, related
Liquidation Proceeds, Insurance Proceeds or otherwise.
Notional
Amount: With respect to each Distribution Date and the Swap Agreement, the
notional amount for the related calculation period as set forth in the related
schedule set forth in Exhibit M.
Offered
Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class
II-A, Class III-A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates.
Officer’s
Certificate: A certificate (i) signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Vice President (however denominated),
an
Assistant Vice President, the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of the Depositor or the Master Servicer
(or
any other officer customarily performing functions similar to those performed
by
any of the above designated officers and also to whom, with respect to a
particular matter, such matter is referred because of such officer’s knowledge
of and familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, Master Funding and/or the Trustee, as the case may
be, as required by this Agreement.
One-Month
LIBOR: With respect to any Accrual Period, the rate determined by the
Trustee on the related Interest Determination Date on the basis of the rate
for
U.S. dollar deposits for one month that appears on Reuters Screen LIBOR01 Page,
which is the display page currently so designated on the Reuters Monitor Money
Rates Service (or such other page as may replace that page on that service
for
the purpose of displaying comparable rates or prices) as of 11:00 a.m. (London
time) on such Interest Determination Date. If such rate does not appear on
such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, such other service for displaying One-Month LIBOR
or comparable rates as may be reasonably selected by the Trustee), One-Month
LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
no
such quotations can be obtained by the Trustee and no Reference Bank Rate is
available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Trustee and the Trustee’s calculation of the rate of
interest applicable to the Class A Certificates and Class M Certificates for
the
related Accrual Period shall, in the absence of manifest error, be final and
binding.
One-Month
LIBOR Pass-Through Rate: With respect to each Class A Certificate and Class
M Certificate and, for purposes of the definitions of “Marker Rate” and “Maximum
Uncertificated Accrued Interest Deferral Amount”, the REMIC II Regular Interest
for which such Certificate is the Corresponding Certificate, a per annum rate
equal to One-Month LIBOR plus the related Certificate Margin.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for the Seller,
the Depositor or the Master Servicer, reasonably acceptable to each addressee
of
such opinion; provided that with respect to Section 2.05, 7.05, 7.07 or 11.01,
or the interpretation or application of the REMIC Provisions, such counsel
must
(i) in fact be independent of the Seller, Depositor and the Master Servicer,
(ii) not have any direct financial interest in the Seller, the Depositor or
the
Master Servicer or in any affiliate of either, and (iii) not be connected with
the Seller, the Depositor or the Master Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination: The termination of the Trust Fund created hereunder as a result
of the purchase of all of the Mortgage Loans and REO Property pursuant to
Section 10.01 hereof.
Optional
Termination Date: The Distribution Date on which the Stated Principal
Balance of all of the Mortgage Loans is equal to or less than 10% of the Stated
Principal Balance of all of the Mortgage Loans as of the Cut-off
Date.
Original
Value: The value of the property underlying a Mortgage Loan based, in the
case of the purchase of the underlying Mortgaged Property, on the lower of
an
appraisal or the sales price of such property or, in the case of a refinancing,
on an appraisal.
OTS:
The Office of Thrift Supervision.
Outstanding:
With respect to the Certificates as of any date of determination, all
Certificates theretofore executed and authenticated under this Agreement
except:
(a) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.
Outstanding
Mortgage Loan: As of any date of determination, a Mortgage Loan with a
Stated Principal Balance greater than zero that was not the subject of a
Principal Prepayment in full, and that did not become a Liquidated Loan, prior
to the end of the related Prepayment Period.
Overcollateralization
Amount: With respect to any Distribution Date, the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period and after reduction for Realized Losses incurred during the prior
calendar month), over the aggregate Certificate Principal Balance of the Class
A
Certificates and Class M Certificates on such Distribution Date (after taking
into account the payment of principal other than any Extra Principal
Distribution Amount on such Certificates).
Overcollateralization
Release Amount: With respect to any Distribution Date, the lesser of (x) the
Principal Funds for such Distribution Date and (y) the excess, if any, of (i)
the Overcollateralization Amount for such Distribution Date (assuming that
100%
of the Principal Funds is applied as a principal payment on such Distribution
Date), over (ii) the Overcollateralization Target Amount for such Distribution
Date (with the amount pursuant to clause (y) deemed to be $0 if the
Overcollateralization Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date, 5.05% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date, (b) on or after the Stepdown Date and if a Trigger
Event is not in effect, the greater of (i) the lesser of (1) 5.05% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (2) 10.10% of the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the prior calendar month) and (ii) $3,340,422 or (c) on or after the
Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date.
Ownership
Interest: As to any Certificate, any ownership interest in such Certificate
including any interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate: With respect to the Class A Certificates and Class M Certificates and
any Distribution Date, a per annum rate equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
related Net Rate Cap for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of the amount determined for each REMIC II Regular Interest (other
than
REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp, XX, IO
and
P) equal to the product of (a) the excess, if any, of the Uncertificated REMIC
II Pass-Through Rate for such REMIC II Regular Interest over the Marker Rate
and
(b) a notional amount equal to the Uncertificated Principal Balance of such
REMIC II Regular Interest, and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of such REMIC II Regular
Interests.
With
respect to the Class CE Certificate, the Class CE Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts distributable
to the Class CE Interest for such Distribution Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC VI Regular Interest IO, REMIC VI Regular Interest IO shall
not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Pass-Through
Transfer: Any transaction involving either (1) a sale or other transfer of
mortgage loans directly or indirectly to an issuing entity in connection with
an
issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately
placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage
loans.
Percentage
Interest: With respect to any Certificate of a specified Class, the
Percentage Interest set forth on the face thereof or the percentage obtained
by
dividing the Denomination of such Certificate by the aggregate of the
Denominations of all Certificates of such Class.
Periodic
Rate Cap: With respect to each Adjustable Rate Mortgage Loan and any
Adjustment Date therefor, the fixed percentage set forth in the related Mortgage
Note, which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan may increase or decrease (without regard to the Maximum Mortgage Rate
or
the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect immediately prior to such Adjustment Date.
Permitted
Investments: At any time, any one or more of the following obligations and
securities:
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(i)
|
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
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(ii)
|
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
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(iii)
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commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
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(iv)
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certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee in its commercial banking capacity), provided that the commercial
paper and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two highest
long-term and the highest short-term ratings of each such Rating
Agency
for such securities, or such lower ratings as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any Rating Agency, as evidenced in
writing;
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(v)
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guaranteed
reinvestment agreements issued by any bank, insurance company or
other
corporation containing, at the time of the issuance of such agreements,
such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
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(vi)
|
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (v)
above;
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(vii)
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securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is Moody’s, such rating
shall be the highest commercial paper rating of Moody’s for any such
securities), or such lower rating as will not result in the downgrading
or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
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(viii)
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interests
in any money market fund (including any such fund managed or advised
by
the Trustee or any affiliate thereof) which at the date of acquisition
of
the interests in such fund and throughout the time such interests
are held
in such fund has the highest applicable short term rating by each
Rating
Agency or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
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(ix)
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short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state
thereof (including any such fund managed or advised by the Trustee
or the
Master Servicer or any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective highest
applicable rating category or such lower rating as will not result
in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in writing;
and
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(x)
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such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and as will
not
result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
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provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Trustee shall receive an Opinion of Counsel, at the expense of the
party making such investments, to the effect that such investment will not
adversely affect the status of any such REMIC as a REMIC under the Code or
result in imposition of a tax on any such REMIC. Permitted Investments that
are
subject to prepayment or call may not be purchased at a price in excess of
par.
Permitted
Transferee: Any person (x) other than (i) the United States, any State or
political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing, (ii) a foreign government,
International Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain farmers’ cooperatives described
in section 521 of the Code) that is exempt from tax imposed by Chapter 1 of
the
Code (including the tax imposed by section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in section 860E(c)(1)
of
the Code) with respect to any Residual Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code or (v)
on
electing large partnership within the meaning of Section 775(a) of the Code,
(y)
that is a citizen or resident of the United States, a corporation, partnership
(other than a partnership that has any direct or indirect foreign partners)
or
other entity (treated as a corporation or a partnership for federal income
tax
purposes), created or organized in or under the laws of the United States,
any
State thereof or the District of Columbia, an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of
a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the administration
of
the trust and one or more United States persons have authority to control all
substantial decisions of the trust or if it has a valid election in effect
under
applicable U.S. Treasury regulations to be treated as a United States person
and
(z) other than any other Person so designated by the Trustee based upon an
Opinion of Counsel addressed to the Trustee (which shall not be an expense
of
the Trustee) that states that the Transfer of an Ownership Interest in a
Residual Certificate to such Person may cause REMIC I, REMIC II, REMIC III,
REMIC IV, REMIC V or REMIC VI to fail to qualify as a REMIC at any time that
any
Certificates are Outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and,
with
the exception of Xxxxxxx Mac, a majority of its board of directors is not
selected by such government unit.
Person:
Any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated
organization or government, or any agency or political subdivision
thereof.
Piggyback
Loan: A second lien Mortgage Loan originated by the same originator to the
same borrower at the same time as the first lien Mortgage Loan, each secured
by
the same Mortgaged Property.
Prepayment
Assumption: The applicable rate of prepayment as described in the Prospectus
Supplement.
Prepayment
Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan pursuant to the
terms of the related Mortgage Note.
Prepayment
Charge Waiver Amount: Any amount paid by the Master Servicer to the Trustee
in respect of waived Prepayment Charges pursuant to Section
4.01(a).
Prepayment
Interest
Excess: With respect to any Distribution Account Deposit Date,
the sum of, for each Mortgage Loan that was, during the portion of
the related Prepayment Period occurring in the same month as such
Distribution Account Deposit Date, the subject of a Principal Prepayment that
was applied by the Master Servicer to reduce the outstanding principal
balance of such Mortgage Loan, an amount equal to the product of (a) the
Mortgage Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the
amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and
(d) the number of days commencing on the first day of the calendar month in
which such Distribution Account Deposit Date occurs and ending on the date
on
which such Principal Prepayment is so applied.
Prepayment
Interest Shortfall: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a partial Principal Prepayment during the related
Prepayment Period, a Principal Prepayment in full during the related Prepayment
Period, or that became a Liquidated Loan during the prior calendar month, (other
than a Principal Prepayment in full resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03, 3.19 or 10.01 hereof), the amount, if
any,
by which (i) one month’s interest at the applicable Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan immediately prior to such
prepayment (or liquidation) or in the case of a partial Principal Prepayment
on
the amount of such prepayment (or liquidation proceeds) exceeds (ii) the amount
of interest paid or collected in connection with such Principal Prepayment
or
such liquidation proceeds less the sum of (a) the Servicing Fee and (b) the
LPMI
Fee, if any, in each case with respect to the related Mortgage
Loan.
Prepayment
Period: As to any Distribution Date, and each Principal Prepayment in full,
the period commencing on the 16th day of the month prior to the month in which
the related Distribution Date occurs (or with respect to the first Distribution
Date, the period commencing on the Cut-off Date) and ending on the 15th day
of
the month in which such Distribution Date occurs. With respect to any
Distribution Date and each partial Principal Prepayment, the calendar month
prior to the month of such Distribution Date.
Primary
Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy
issued in connection with a Mortgage Loan which provides compensation to a
Mortgage Note Holder in the event of default by the obligor under such Mortgage
Note or the related security instrument, if any or any replacement policy
therefor through the related Accrual Period for such Class relating to a
Distribution Date.
Principal
Distribution Amount: With respect to each Distribution Date, an amount equal
to (x) the Principal Funds for such Distribution Date plus (y) any Extra
Principal Distribution Amount for such Distribution Date, less (z) any
Overcollateralization Release Amount.
Principal
Funds: With respect to any Distribution Date, (1) the sum, without
duplication, of (a) all scheduled principal collected during the related Due
Period, (b) all Advances relating to principal made on or before the
Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
Prepayment Charges or penalties collected on the Mortgage Loans during the
related Prepayment Period, (d) the Stated Principal Balance of each Mortgage
Loan in the related Loan Group that was repurchased by EMC on its own behalf
as
Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03
and
by the Master Servicer pursuant to Section 3.19, (e) the aggregate of all
Substitution Adjustment Amounts for the related Determination Date in connection
with the substitution of Mortgage Loans pursuant to Section 2.03(c), (f) all
Liquidation Proceeds and Subsequent Recoveries collected on the Mortgage Loans
during the prior calendar month (to the extent such Liquidation Proceeds and
Subsequent Recoveries relate to principal), in each case to the extent remitted
by the Master Servicer to the Distribution Account pursuant to this Agreement,
and (g) the principal portion of any proceeds received from the exercise of
an
Optional Termination, minus (2)(i) all amounts required to be reimbursed
pursuant to Sections 4.02 and 4.05 or as otherwise set forth in this Agreement,
(ii) any Net Swap Payments or Swap Termination Payments (not due to a Swap
Provider Trigger Event and other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates to the extent not paid from Interest Funds and
(iii) any Capitalization Reimbursement Amount.
Principal
Prepayment: Any Mortgagor payment or other recovery of (or proceeds with
respect to) principal on a Mortgage Loan (including loans purchased or
repurchased under Sections 2.02, 2.03, 3.19 and 10.01 hereof) that is received
in advance of its scheduled Due Date and is not accompanied by an amount as
to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment. Partial Principal Prepayments
shall be applied by the Master Servicer, as appropriate, in accordance with
the
terms of the related Mortgage Note.
Private
Certificates: Any of the Class P, Class CE and Residual
Certificates.
Prospectus
Supplement: The Prospectus Supplement dated May 29, 2007, relating to the
public offering of the Offered Certificates.
Protected
Account: The separate Eligible Account established and maintained by the
Master Servicer with respect to the Mortgage Loans and REO Property in
accordance with Section 4.01 hereof.
PUD:
A Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be purchased pursuant
to the applicable provisions of this Agreement, an amount equal to the sum
of
(i) 100% of the Stated Principal Balance remaining unpaid on such Mortgage
Loan
as of the date of purchase (including if a foreclosure has already occurred,
the
principal balance of the related Mortgage Loan at the time the Mortgaged
Property was acquired), net of any Servicing Advances and Advances attributable
to principal and payable to the purchaser of the Mortgage Loan if such purchaser
is also the Master Servicer of such Mortgage Loan, (ii) accrued and unpaid
interest thereon at the applicable Mortgage Rate through and including the
last
day of the month of such purchase, net of any portion of the Servicing Fee
and
any Servicing Advances and Advances attributable to interest that is payable
to
the purchaser of the Mortgage Loan if such purchaser is also the Master Servicer
of such Mortgage Loan, and (iii) any costs and damages (if any) incurred by
the
Trust in connection with any violation of such Mortgage Loan of any
anti-predatory lending laws.
QIB:
A Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency: Each of Moody’s and S&P. If any such organization or its
successor is no longer in existence, “Rating Agency” shall be a nationally
recognized statistical rating organization, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to
the
Trustee. References herein to a given rating category of a Rating Agency shall
mean such rating category without giving effect to any modifiers.
Realized
Loss: With respect to
each Mortgage Loan as to which a Final Recovery Determination has been made,
an
amount (not less than zero) equal to (i) the unpaid principal balance of such
Mortgage Loan as of the commencement of the calendar month in which the Final
Recovery Determination was made, plus (ii) accrued interest from the Due Date
as
to which interest was last paid by the Mortgagor or advanced through the end
of
the calendar month in which such Final Recovery Determination was made,
calculated in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then accruing on
such
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, minus (iii) the proceeds, if any, received
in
respect of such Mortgage Loan during the calendar month in which such Final
Recovery Determination was made, net of amounts that are payable therefrom
to
the Master Servicer pursuant to this Agreement which have not been previously
reimbursed. With respect to each Mortgage Loan which is the subject of a
Servicing Modification during the calendar month immediately preceding the
related Distribution Date, the sum of (a) the total amount of interest and
principal which is forgiven with respect to the related Mortgage Loan and (b)
the amount of any Advances and Servicing Advances, to the extent forgiven,
made
by the Master Servicer with respect to such Mortgage Loan which are reimbursable
from the Trust to the Master Servicer with respect to that Servicing
Modification; provided that, the amounts expressed in clause (a) above shall
not
include the amounts expressed in clause (b) above. In addition, to the extent
the Master Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
be
reduced to the extent such recoveries are distributed to any Class of
Certificates or applied to increase Excess Spread on any Distribution Date
pursuant to Section 5.04(b).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date: With respect to any Distribution Date and the Certificates (other than
the Class CE, Class P and Residual Certificates), so long as such Classes of
Certificates are Book-Entry Certificates, the Business Day preceding such
Distribution Date, and otherwise, the close of business on the last Business
Day
of the month preceding the month in which such Distribution Date occurs. With
respect to the Class CE, Class P and Residual Certificates, the close of
business on the last Business Day of the month preceding the month in which
such
Distribution Date occurs.
Reference
Banks: Shall mean leading banks selected by the Trustee and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i)
with an established place of business in London, (ii) which have been designated
as such by the Trustee and (iii) which are not controlling, controlled by,
or
under common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate: With respect to any Accrual Period shall mean the arithmetic
mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%,
of the offered rates for United States dollar deposits for one month that are
quoted by the Reference Banks as of 11:00 a.m., New York City time, on the
related Interest Determination Date to prime banks in the London interbank
market for a period of one month in an amount approximately equal to the
aggregate Certificate Principal Balance of the Class A Certificates and Class
M
Certificates for such Accrual Period, provided that at least two such Reference
Banks provide such rate. If fewer than two offered rates appear, the Reference
Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%, of the rates quoted by one or more major
banks in New York City, selected by the Trustee, as of 11:00 a.m., New York
City
time, on such date for loans in United States dollars to leading European banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Class A Certificates and Class M
Certificates for such Accrual Period.
Regular
Certificate: Any Certificate other than a Residual Certificate.
Regular
Interest: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act: The Servicemembers Civil Relief Act, as amended, or similar state or
local law.
Relief
Act Interest Shortfall: With respect to any Distribution Date and any
Mortgage Loan, any reduction in the amount of interest collectible on such
Mortgage Loan for the most recently ended Due Period as a result of the
application of the Relief Act.
Remaining
Excess Spread: With respect to any Distribution Date, the Excess Spread less
any Extra Principal Distribution Amount, in each case for such Distribution
Date.
REMIC:
A “real estate mortgage investment conduit” within the meaning of section 860D
of the Code.
REMIC
I: The segregated pool of assets described in the Preliminary Statement
and
Section 5.07(a).
REMIC
I Group I Regular Interests: REMIC I Regular I-1-A through REMIC I Regular
Interest I-60-B as designated in the Preliminary Statement hereto.
REMIC
I Group II Regular Interests: REMIC I Regular Interest II-1-A through REMIC
I Regular Interest II-60-B as designated in the Preliminary Statement
hereto.
REMIC
I Group III Regular Interests: REMIC I Regular Interest III-1-A through
REMIC I Regular Interest III-60-B as designated in the Preliminary Statement
hereto.
REMIC
I Regular Interest: Any of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a Regular
Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at
the
related Uncertificated REMIC I Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC I Regular Interests are set forth in
the
Preliminary Statement hereto. The REMIC I Regular Interests consist of the
REMIC
I Group I Regular Interests, REMIC I Group II Regular Interests, REMIC I Group
III Regular Interests and REMIC I Regular Interest P, each as designated in
the
Preliminary Statement hereto.
REMIC
II: The segregated pool of assets described in the Preliminary Statement
and
Section 5.07(a).
REMIC
II Interest Loss Allocation Amount: With respect to any Distribution Date,
an amount (subject to adjustment based on the actual number of days elapsed
in
the respective Accrual Period) equal to (a) the product of (i) 50% of the
aggregate Stated Principal Balance of the Mortgage Loans and the related REO
Properties then outstanding and (ii) the Uncertificated REMIC II Pass-Through
Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b)
12.
REMIC
II Marker Allocation Percentage: 50% of any amount payable or loss allocable
from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest
AA, REMIC II Regular Interest ZZ and each REMIC II Regular Interest for which
a
Class A Certificate or Class M Certificate is a Corresponding
Certificate.
REMIC
II Overcollateralization Amount: With respect to any date of determination,
(i) 0.50% of the aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests (other than REMIC II Regular Interests IO and P) minus (ii)
the aggregate Uncertificated Principal Balance of each REMIC II Regular Interest
for which a Class A Certificate or Class M Certificate is a Corresponding
Certificate, in each case, as of such date of determination.
REMIC
II Principal Loss Allocation Amount: With respect to any Distribution Date,
an amount equal to the product of (i) 50% of the aggregate Stated Principal
Balance of the Mortgage Loans and the related REO Properties then outstanding
and (ii) 1 minus a fraction, the numerator of which is two (2) times the
aggregate Uncertificated Principal Balance of each REMIC II Regular Interest
for
which a Class A Certificate or Class M Certificate is a Corresponding
Certificate and the denominator of which is the aggregate Uncertificated
Principal Balance of each REMIC II Regular Interest for which a Class A
Certificate or Class M Certificate is a Corresponding Certificate and REMIC
II
Regular Interest ZZ.
REMIC
II Regular Interest: Any of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and (except for REMIC II Regular Interest IO) shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC II Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC
II Required Overcollateralization Amount: 0.50% of the Overcollateralization
Target Amount.
REMIC
II Sub WAC Allocation Percentage: 50% of any amount payable or loss
allocable from the Mortgage Loans, which shall be allocated to REMIC II Regular
Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest
2-Sub, REMIC II Regular Interest 2-Grp, REMIC II Regular Interest 3-Sub, REMIC
II Regular Interest 3-Grp and REMIC II Regular Interest XX.
REMIC
II Subordinated Balance Ratio: The ratio among the Uncertificated Principal
Balances of each REMIC II Regular Interest ending with the designation “Sub”,
equal to the ratio among, with respect to each such REMIC II Regular Interest,
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in Loan Group I, Loan Group II or Loan Group III, as applicable, over (y) the
current Certificate Principal Balance of the related Class A
Certificates.
REMIC
III: The segregated pool of assets described in the Preliminary Statement
and Section 5.07(a).
REMIC
III Regular Interest: The Class CE Interest, Class P Interest, Class IO
Interest or any Regular Interest in REMIC III the ownership of which is
represented by any of the Class A Certificates or Class M
Certificates.
REMIC
IV: The segregated pool of assets consisting of the Class CE Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
CE
Certificates and the Class RX Certificate (in respect of the Class R-4
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
IV Certificate: Any Class CE Certificate or Class RX Certificate (in respect
of the Class R-4 Interest).
REMIC
V: The segregated pool of assets consisting of the Class P Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class P
Certificates and the Class RX Certificate (in respect of the Class R-5
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
V Certificate: Any Class P Certificate or Class RX Certificate (in respect
of the Class R-5 Interest).
REMIC
VI: The segregated pool of assets consisting of the Class IO Interest
conveyed in trust to the Trustee, for the benefit of the holders of REMIC VI
Regular Interest IO and the Class RX Certificate (in respect of the Class R-6
Interest), with respect to which a separate REMIC election is to be
made.
REMIC
VI Interests: The REMIC VI Regular Interest IO or Class RX Certificate (in
respect of the Class R-6 Interest).
REMIC
Opinion: Shall mean an Opinion of Counsel to the effect that the proposed
action will not cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V or
REMIC VI to fail to qualify as a REMIC at any time that any Certificates are
outstanding.
REMIC
Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Sections 860A through 860G of
the
Code, and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time, as well as provisions of
applicable state laws.
REMIC
Regular Interests: The REMIC I Regular Interests and REMIC II Regular
Interests.
Remittance
Report: Shall mean a report to the Trustee in an electronic format (or by
such other means as the Master Servicer and the Trustee may agree from time
to
time) containing such data and information, as agreed to by the Master Servicer
and the Trustee such as to permit the Trustee to prepare the Monthly Statement
to Certificateholders.
REO
Imputed Interest: As to any REO Property, for any calendar month during
which such REO Property was at any time part of REMIC I, one month’s interest at
the applicable Net Mortgage Rate on the Stated Principal Balance of such REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan, if appropriate) as of the close of business on the Distribution
Date in such calendar month.
REO
Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Replacement
Mortgage Loan: A Mortgage Loan or Mortgage Loans in the aggregate
substituted by the Seller for a Deleted Mortgage Loan, which must, on the date
of such substitution, (i) have a Stated Principal Balance, after deduction
of
the principal portion of the Scheduled Payment due in the month of substitution,
not in excess of, and not less than 90% of, the Stated Principal Balance of
the
Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan is a fixed rate
Mortgage Loan, have a fixed Mortgage Rate not less than or more than 1% per
annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have
the
same or higher credit quality characteristics than that of the Deleted Mortgage
Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted
Mortgage Loan; (v) have a remaining term to maturity no greater than (and not
more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit
conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii)
have
the same lien priority as the Deleted Mortgage Loan; (viii) constitute the
same
occupancy type as the Deleted Mortgage Loan or be owner occupied; (ix) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum
Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
Loan, (x) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (xi) if the Replacement Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross
Margin of the Deleted Mortgage Loan, (xii) if the Replacement Mortgage Loan
is
an Adjustable Rate Mortgage Loan, have a next Adjustment Date not more than
two
months later than the next Adjustment Date on the Deleted Mortgage Loan, (xiii)
comply with each representation and warranty set forth in Section 7 of the
Mortgage Loan Purchase Agreement and (xiv) the Custodian has delivered a Final
Certification noting no defects or exceptions.
Reportable
Event: As defined in Section 3.16(a)(iii).
Request
for Release: The Request for Release to be submitted by the Seller or the
Master Servicer to the Custodian substantially in the form of Exhibit G. Each
Request for Release furnished to the Custodian by the Seller or the Master
Servicer shall be in duplicate and shall be executed by an officer of such
Person or a Servicing Officer (or, if furnished electronically to the Custodian,
shall be deemed to have been sent and executed by an officer of such Person
or a
Servicing Officer) of the Master Servicer.
Required
Insurance Policy: With respect to any Mortgage Loan, any insurance policy
that is required to be maintained from time to time under this
Agreement.
Reserve
Fund: Shall mean the separate trust account created and maintained by the
Trustee pursuant to Section 3.21 hereof.
Reserve
Fund Deposit: With respect to the Reserve Fund, an amount equal to $5,000,
which the Depositor shall initially deposit into the Reserve Fund pursuant
to
Section 3.21 hereof.
Residual
Certificates: The Class R-1, Class R-2, Class R-3 and Class RX Certificates
(representing ownership of the Class R-4 Interest, Class R-5 Interest and Class
R-6 Interest), each evidencing the sole class of Residual Interests in the
related REMIC.
Residual
Interest: The sole class of “residual interests” in a REMIC within the
meaning of Section 860G(a)(2) of the Code.
Responsible
Officer: With respect to the Trustee, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, or any Trust Officer with
specific responsibility for the transactions contemplated hereby, any other
officer customarily performing functions similar to those performed by any
of
the above designated officers or other officers of the Trustee specified by
the
Trustee, as to whom, with respect to a particular matter, such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by
the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification: As defined in Section 3.16(a)(iii).
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due on any Due
Date allocable to principal and/or interest on such Mortgage Loan.
Securities
Act: The Securities Act of 1933, as amended.
Seller:
EMC or Master Funding, in each case in its capacity as seller of the Mortgage
Loans to the Depositor.
Senior
Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class II-A and Class III-A Certificates.
Servic(es)(ing):
In accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable legal fees) incurred in the performance by the
Master Servicer of its servicing obligations hereunder, including, but not
limited to, the cost of (i) the preservation, restoration and protection of
a
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, and including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered in the MERS®
System, (iii) the management and liquidation of any REO Property (including,
without limitation, realtor’s commissions) and (iv) compliance with any
obligations under Section 3.07 hereof to cause insurance to be
maintained.
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
1/12th of the Servicing Fee Rate multiplied by the Stated Principal Balance
of
such Mortgage Loan as of the Due Date in the month preceding the month in which
such Distribution Date occurs or, in the event of any payment of interest that
accompanies a Principal Prepayment in full during the related Due Period made
by
the Mortgagor immediately prior to such prepayment, interest at the Servicing
Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period
covered by such payment of interest.
Servicing
Fee Rate: 0.500% per annum.
Servicing
Modification: Any modification of a Mortgage Loan which is effected by
the Master Servicer in accordance with the terms of this
Agreement.
Servicing
Officer: Any officer of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee by
the
Master Servicer on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Significance
Estimate: With respect to any Distribution Date, and in accordance with Item
1115 of Regulation AB, shall be an amount determined based on the reasonable
good-faith estimate by the Seller or its affiliate of the aggregate Maximum
Probable Exposure of the outstanding Class A Certificates and Class M
Certificates to the Swap Agreement.
Significance
Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be a percentage equal to the Significance
Estimate divided by the aggregate outstanding Certificate Principal Balance
of
the Class A Certificates and Class M Certificates, prior to the distribution
of
the Principal Distribution Amount on such Distribution Date.
Sponsor:
EMC Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day: The Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance: With respect to any Mortgage Loan or related REO Property
and any Distribution Date, (1) the sum of (a) the Cut-off Date Principal Balance
thereof and (b) the amount by which the Stated Principal Balance of the Mortgage
Loan has been increased pursuant to a Servicing Modification, minus (2) the
sum
of (i) the principal portion of the Scheduled Payments due with respect to
such
Mortgage Loan during each Due Period ending prior to such Distribution Date
(and
irrespective of any delinquency in their payment), (ii) all Principal
Prepayments with respect to such Mortgage Loan received prior to or during
the
related Prepayment Period, (iii) all Liquidation Proceeds and Insurance Proceeds
to the extent applied by the Master Servicer as recoveries of principal in
accordance with Section 3.09 with respect to such Mortgage Loan, that were
received by the Master Servicer as of the close of business on the last day
of
the calendar month immediately preceeding such Distribution Date and (iv) any
Realized Losses on such Mortgage Loan incurred during the prior calendar month.
The Stated Principal Balance of a Liquidated Loan equals zero.
Stepdown
Date: The later to occur of (a) the Distribution Date in June 2010 and (b)
the first Distribution Date on which the Current Specified Enhancement
Percentage is greater than or equal to 49.80%.
Subsequent
Recoveries: As of any Distribution Date, amounts received by the Master
Servicer (net of any related expenses permitted to be reimbursed pursuant
to
Section 4.02) or surplus amounts held by the Master Servicer to cover estimated
expenses (including, but not limited to, recoveries in respect of the
representations and warranties made by the Seller pursuant to the Mortgage
Loan
Purchase Agreement) specifically related to a Mortgage Loan that was the
subject
of a liquidation, a Mortgage Loan that has been modified which resulted in
a
Realized Loss or final disposition of any REO Property prior to the related
calendar month that resulted in a Realized Loss.
Subservicing
Agreement: Any agreement entered into between the Master Servicer and a
subservicer with respect to the subservicing of any Mortgage Loan hereunder
by
such subservicer.
Substitution
Adjustment Amount: The meaning ascribed to such term pursuant to Section
2.03(c).
Successor
Master Servicer: The meaning ascribed to such term pursuant to Section
8.02.
Supplemental
Interest Trust: The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement, REMIC VI Regular Interest IO,
the
Swap Collateral Account and the Swap Account. For the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral Account and the Swap Administration Agreement do not constitute
parts
of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee: LaSalle Bank National Association, a national
banking association not in its individual capacity but solely in its capacity
as
supplemental interest trust trustee and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor supplemental interest trust trustee as may from time to time be
serving as successor supplemental interest trust trustee.
Swap
Account: The separate trust account created and maintained by the Swap
Administrator, and held within the Supplemental Interest Trust, pursuant to
the
Swap Administration Agreement.
Swap
Administrator: LaSalle Bank National Association acting as Swap
administrator under the Swap Administration Agreement.
Swap
Administration Agreement: The Swap Administration Agreement, dated May 30,
2007, pursuant to which the Swap Administrator will make payments to the Swap
Provider and the Certificateholders, and certain other payments, as such
agreement may be amended or supplemented from time to time.
Swap
Agreement: The interest rate swap agreement, dated as of May 30, 2007,
between the Supplemental Interest Trust Trustee and the Swap Provider, including
any schedule, confirmations, credit support annex or other credit support
document relating thereto, and attached hereto as Exhibit M.
Swap
Collateral Account: Shall mean the separate interest-bearing account created
and maintained by the Swap Administrator pursuant to the Swap Administration
Agreement.
Swap
Credit Support Annex: The credit support annex, dated as of May 30, 2007,
between the Supplemental Interest Trust Trustee and the Swap Provider, which
is
annexed to and forms part of the Swap Agreement.
Swap
Early Termination: The occurrence of an Early Termination Date (as defined
in the Swap Agreement) under the Swap Agreement.
Swap
LIBOR: For any Distribution Date, a per annum rate equal to the Floating
Rate Option (as defined in the Swap Agreement) for the related Calculation
Period (as defined in the Swap Agreement).
Swap
Optional Termination Payment: As defined in Section 10.01.
Swap
Provider: The swap provider under the Swap Agreement. Initially, the Swap
Provider shall be ABN AMRO Bank N.V.
Swap
Provider Trigger Event: With respect to any Distribution Date, (i) an Event
of Default under the Swap Agreement with respect to which the Swap Provider
is a
Defaulting Party, (ii) a Termination Event under the Swap Agreement with respect
to which the Swap Provider is the sole Affected Party, or (iii) an Additional
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party.
Swap
Termination Payment: Upon the designation of an “Early Termination Date” as
defined in the Swap Agreement, the payment to be made by the Swap Administrator
to the Swap Provider from payments from the Trust Fund, or by the Swap Provider
to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant
to the terms of the Swap Agreement.
Tax
Matters Person: The person designated as “tax matters person” in the manner
provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T.
The Holder of the greatest Percentage Interest in a Class of Residual
Certificates shall be the Tax Matters Person for the related REMIC. The Trustee,
or any successor thereto or assignee thereof, shall serve as tax administrator
hereunder and as agent for the related Tax Matters Person.
Transfer:
Any direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transferee
Affidavit: As defined in Section 6.02.
Transferor
Affidavit: As defined in Section 6.02.
Trigger
Event: With respect to any Distribution Date, a Trigger Event exists if (i)
a Delinquency Event shall have occurred and be continuing or (ii) the aggregate
amount of Realized Losses on the Mortgage Loans since the Cut-off Date as a
percentage of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans
exceeds the applicable percentages set forth below with respect to such
Distribution Date:
|
Distribution
Date
|
Percentage
|
|
|
June
2010 through May 2011
|
3.55%
with respect to June 2010, plus an additional 1/12th of the difference
between 5.60% and 3.55% for each month thereafter
|
|
|
June
2011 through May 2012
|
5.60%
with respect to June 2011, plus an additional 1/12th
of the
difference between 7.25% and 5.60% for each month
thereafter
|
|
|
June
2012 through May 2013
|
7.25%
with respect to June 2012, plus an additional 1/12th
of the
difference between 8.20% and 7.25% for each month
thereafter
|
|
|
June
2013 and thereafter
|
8.20%
|
Trust
Fund or Trust: The corpus of the trust created hereunder consisting of (i)
the Mortgage Loans and all interest accruing and principal due with respect
thereto after the Cut-off Date to the extent not applied in computing the
Cut-off Date Principal Balance thereof; (ii) the Distribution Account, the
Class
P Certificate Account, the Reserve Fund and the Protected Account and all
amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired
by
foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee’s
rights under the Insurance Policies with respect to the Mortgage Loans; (v)
the
rights under the Swap Administration Agreement relating to the Certificates;
(vi) the rights under the Mortgage Loan Purchase Agreement; and (vii) all
proceeds of the foregoing, including proceeds of conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid
property.
Trustee:
LaSalle Bank National Association, for the benefit of the Certificateholders
under this Agreement, a national banking association and any successor thereto,
and any corporation or national banking association resulting from or surviving
any consolidation or merger to which it or its successors may be a party and
any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Uncertificated
Accrued Interest: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the related Uncertificated Principal Balance
or related Uncertificated Notional Amount of such REMIC Regular Interest. In
each case, Uncertificated Accrued Interest will be reduced by any Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls allocated to such REMIC
Regular Interests as set forth in Section 1.02.
Uncertificated
Notional Amount: With respect to the Class CE Interest and any Distribution
Date, an amount equal to the aggregate Uncertificated Principal Balance of
the
REMIC II Regular Interests (other than REMIC II Regular Interest P) for such
Distribution Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
|
1
|
I-1-A
through I-60-A and II-1-A through II-60-A and III-1-A through
III-60-A
|
|
|
2
|
I-2-A
through I-60-A and II-2-A through II-60-A and III-2-A through
III-60-A
|
|
|
3
|
I-3-A
through I-60-A and II-3-A through II-60-A and III-3-A through
III-60-A
|
|
|
4
|
I-4-A
through I-60-A and II-4-A through II-60-A and III-4-A through
III-60-A
|
|
|
5
|
I-5-A
through I-60-A and II-5-A through II-60-A and III-5-A through
III-60-A
|
|
|
6
|
I-6-A
through I-60-A and II-6-A through II-60-A and III-6-A through
III-60-A
|
|
|
7
|
I-7-A
through I-60-A and II-7-A through II-60-A and III-7-A through
III-60-A
|
|
|
8
|
I-8-A
through I-60-A and II-8-A through II-60-A and III-8-A through
III-60-A
|
|
|
9
|
I-9-A
through I-60-A and II-9-A through II-60-A and III-9-A through
III-60-A
|
|
|
10
|
I-10-A
through I-60-A and II-10-A through II-60-A and III-10-A through
III-60-A
|
|
|
11
|
I-11-A
through I-60-A and II-11-A through II-60-A and III-11-A through
III-60-A
|
|
|
12
|
I-12-A
through I-60-A and II-12-A through II-60-A and III-12-A through
III-60-A
|
|
|
13
|
I-13-A
through I-60-A and II-13-A through II-60-A and III-13-A through
III-60-A
|
|
|
14
|
I-14-A
through I-60-A and II-14-A through II-60-A and III-14-A through
III-60-A
|
|
|
15
|
I-15-A
through I-60-A and II-15-A through II-60-A and III-15-A through
III-60-A
|
|
|
16
|
I-16-A
through I-60-A and II-16-A through II-60-A and III-16-A through
III-60-A
|
|
|
17
|
I-17-A
through I-60-A and II-17-A through II-60-A and III-17-A through
III-60-A
|
|
|
18
|
I-18-A
through I-60-A and II-18-A through II-60-A and III-18-A through
III-60-A
|
|
|
19
|
I-19-A
through I-60-A and II-19-A through II-60-A and III-19-A through
III-60-A
|
|
|
20
|
I-20-A
through I-60-A and II-20-A through II-60-A and III-20-A through
III-60-A
|
|
|
21
|
I-21-A
through I-60-A and II-21-A through II-60-A and III-21-A through
III-60-A
|
|
|
22
|
I-22-A
through I-60-A and II-22-A through II-60-A and III-22-A through
III-60-A
|
|
|
23
|
I-23-A
through I-60-A and II-23-A through II-60-A and III-23-A through
III-60-A
|
|
|
24
|
I-24-A
through I-60-A and II-24-A through II-60-A and III-24-A through
III-60-A
|
|
|
25
|
I-25-A
through I-60-A and II-25-A through II-60-A and III-25-A through
III-60-A
|
|
|
26
|
I-26-A
through I-60-A and II-26-A through II-60-A and III-26-A through
III-60-A
|
|
|
27
|
I-27-A
through I-60-A and II-27-A through II-60-A and III-27-A through
III-60-A
|
|
|
28
|
I-28-A
through I-60-A and II-28-A through II-60-A and III-28-A through
III-60-A
|
|
|
29
|
I-29-A
through I-60-A and II-29-A through II-60-A and III-29-A through
III-60-A
|
|
|
30
|
I-30-A
through I-60-A and II-30-A through II-60-A and III-30-A through
III-60-A
|
|
|
31
|
I-31-A
through I-60-A and II-31-A through II-60-A and III-31-A through
III-60-A
|
|
|
32
|
I-32-A
through I-60-A and II-32-A through II-60-A and III-32-A through
III-60-A
|
|
|
33
|
I-33-A
through I-60-A and II-33-A through II-60-A and III-33-A through
III-60-A
|
|
|
34
|
I-34-A
through I-60-A and II-34-A through II-60-A and III-34-A through
III-60-A
|
|
|
35
|
I-35-A
through I-60-A and II-35-A through II-60-A and III-35-A through
III-60-A
|
|
|
36
|
I-36-A
through I-60-A and II-36-A through II-60-A and III-36-A through
III-60-A
|
|
|
37
|
I-37-A
through I-60-A and II-37-A through II-60-A and III-37-A through
III-60-A
|
|
|
38
|
I-38-A
through I-60-A and II-38-A through II-60-A and III-38-A through
III-60-A
|
|
|
39
|
I-39-A
through I-60-A and II-39-A through II-60-A and III-39-A through
III-60-A
|
|
|
40
|
I-40-A
through I-60-A and II-40-A through II-60-A and III-40-A through
III-60-A
|
|
|
41
|
I-41-A
through I-60-A and II-41-A through II-60-A and III-41-A through
III-60-A
|
|
|
42
|
I-42-A
through I-60-A and II-42-A through II-60-A and III-42-A through
III-60-A
|
|
|
43
|
I-43-A
through I-60-A and II-43-A through II-60-A and III-43-A through
III-60-A
|
|
|
44
|
I-44-A
through I-60-A and II-44-A through II-60-A and III-44-A through
III-60-A
|
|
|
45
|
I-45-A
through I-60-A and II-45-A through II-60-A and III-45-A through
III-60-A
|
|
|
46
|
I-46-A
through I-60-A and II-46-A through II-60-A and III-46-A through
III-60-A
|
|
|
47
|
I-47-A
through I-60-A and II-47-A through II-60-A and III-47-A through
III-60-A
|
|
|
48
|
I-48-A
through I-60-A and II-48-A through II-60-A and III-48-A through
III-60-A
|
|
|
49
|
I-49-A
through I-60-A and II-49-A through II-60-A and III-49-A through
III-60-A
|
|
|
50
|
I-50-A
through I-60-A and II-50-A through II-60-A and III-50-A through
III-60-A
|
|
|
51
|
I-51-A
through I-60-A and II-51-A through II-60-A and III-51-A through
III-60-A
|
|
|
52
|
I-52-A
through I-60-A and II-52-A through II-60-A and III-52-A through
III-60-A
|
|
|
53
|
I-53-A
through I-60-A and II-53-A through II-60-A and III-53-A through
III-60-A
|
|
|
54
|
I-54-A
through I-60-A and II-54-A through II-60-A and III-54-A through
III-60-A
|
|
|
55
|
I-55-A
through I-60-A and II-55-A through II-60-A and III-55-A through
III-60-A
|
|
|
56
|
I-56-A
through I-60-A and II-56-A through II-60-A and III-56-A through
III-60-A
|
|
|
57
|
I-57-A
through I-60-A and II-57-A through II-60-A and III-57-A through
III-60-A
|
|
|
58
|
I-58-A
through I-60-A and II-58-A through II-60-A and III-58-A through
III-60-A
|
|
|
59
|
I-59-A
through I-60-A and II-59-A through II-60-A and III-59-A through
III-60-A
|
|
|
60
|
I-60-A
and II-60-A and III-60-A
|
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO. With respect to REMIC VI Regular Interest IO, an amount equal to
the Uncertificated Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or
Uncertificated REMIC II Pass-Through Rate.
Uncertificated
Principal Balance: The amount of each REMIC Regular Interest, Class P
Interest and Class CE Interest outstanding as of any date of determination.
As
of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest, Class P Interest and Class CE Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial Uncertificated
Principal Balance, and on any date of determination thereafter, the
Uncertificated Principal Balance of the Class CE Interest shall be an amount
equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates and the Class M
Certificates and the Uncertificated Principal Balance of the Class P Interest
then outstanding. On each Distribution Date, the Uncertificated Principal
Balance of the REMIC Regular Interests, Class CE Interest and Class P Interest
shall be reduced by all distributions of principal made on such REMIC Regular
Interests, Class CE Interest and Class P Interest on such Distribution Date
pursuant to Section 5.07 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 5.05, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by interest deferrals as provided in
Section 5.07(c)(1)(ii). The Uncertificated Principal Balance of each REMIC
Regular Interest, Class P Interest and Class CE Interest shall never be less
than zero.
Uncertificated
REMIC I Pass-Through
Rate: With respect to each REMIC I Group I Regular Interest ending with the
designation “A” and any Distribution Date, a per annum rate equal to the
weighted average Net Mortgage Rate of Loan Group I multiplied by 2, subject
to a
maximum rate of 9.9850%. With respect to each REMIC I Group I Regular Interest
ending with the designation “B” and any Distribution Date, the greater of (x) a
per annum rate equal to the excess, if any, of (1) 2 multiplied by the weighted
average Net Mortgage Rate of Loan Group I over (2) 9.9850% and (y) 0.00% per
annum.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
9.9850%. With respect to each REMIC I Group II Regular Interest ending with
the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group II over (2) 9.9850% and (y) 0.00% per
annum.
With
respect to each REMIC I Group III Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group III multiplied by 2, subject to a maximum rate
of 9.9850%. With respect to each REMIC I Group III Regular Interest ending
with
the designation “B” and any Distribution Date, the greater of (x) a per annum
rate equal to the excess, if any, of (1) 2 multiplied by the weighted average
Net Mortgage Rate of Loan Group III over (2) 9.9850% and (y) 0.00% per
annum.
With
respect to REMIC I Regular Interest P, 0.00%
Uncertificated
REMIC II Pass-Through Rate: With respect to REMIC II Regular Interest AA,
each REMIC II Regular Interest for which a Class A Certificate or Class M
Certificate is a Corresponding Certificate, REMIC II Regular Interest ZZ, REMIC
II Regular Interest 1-Sub, REMIC II Regular Interest 2-Sub, REMIC II Regular
Interest 3-Sub and REMIC II Regular Interest XX, and any Distribution Date,
a
per annum rate equal to the weighted average of (x) the Uncertificated REMIC
I
Pass-Through Rates for the REMIC I Regular Interests ending with the designation
“B” for such Distribution Date, and (y) the rates listed below for the REMIC I
Regular Interests ending with the designation “A” for such Distribution Date, in
each case, weighted on the basis of the Uncertificated Principal Balances of
each such REMIC I Regular Interest for such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
REMIC I
Pass-Through Rate
|
|||
|
III-2-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
REMIC I
Pass-Through Rate
|
|||
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-3-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
and II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
and III-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-4-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-5-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-6-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-6-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-7-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-8-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-9-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-10-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-11-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-12-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-13-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-14-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-15-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-16-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-17-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-18-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-19-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-20-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-21-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-22-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-23-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-24-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-25-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-26-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-27-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-28-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-29-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-30-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-31-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-32-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-33-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-34-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-35-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-36-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-37-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-38-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-39-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-40-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-41-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-42-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-43-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-44-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-45-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-46-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-47-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-48-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-49-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-50-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-51-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-52-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-53-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-54-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-55-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-56-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-57-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-58-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-59-A
and III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
III-1-A
through III-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 1-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group I Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group I Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 2-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group II Regular Interests ending with the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group II Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
2
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
II-1-A
through II-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 3-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the Uncertificated REMIC I
Pass-Through Rates for the REMIC I Group III Regular Interests ending with
the
designation “B” for such Distribution Date and (y) the rates listed below for
the REMIC I Group III Regular Interests ending with the designation “A” for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
III-1-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
2
|
III-2-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
III-3-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
III-4-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
III-5-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
III-1-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
III-7-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
III-8-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
III-9-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
III-10-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
III-11-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
III-12-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
III-13-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
III-14-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
III-15-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
III-16-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
III-17-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
III-18-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
III-19-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
III-20-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
III-21-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
III-22-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
III-23-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
III-24-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
III-25-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
III-26-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
III-27-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
III-28-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
III-29-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
III-30-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
III-31-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
III-32-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
III-33-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
III-34-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
III-35-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
III-36-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
III-37-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
III-38-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
III-39-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
III-40-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
III-41-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
III-42-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
III-43-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
III-44-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
III-45-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
III-46-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
III-47-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
III-48-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
III-49-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
III-50-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
III-51-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
III-52-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
III-53-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
III-54-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
III-55-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
III-56-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
III-57-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
III-58-A
through III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
III-59-A
and III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
III-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
III-1-A
through III-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
III-1-A
through III-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess, if any, of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “A” for such Distribution Date, over (y) the
weighted average of 2 multiplied by Swap LIBOR on the REMIC I Regular Interests
ending with the designation “A”, subject to a maximum rate of the Uncertificated
REMIC I Pass-Through Rate for each such REMIC I Regular Interest for such
Distribution Date, in each case, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC I Regular Interest for such Distribution
Date.
With
respect to REMIC II Regular Interest P, 0.00%.
Unpaid
Realized Loss Amount: With respect to any Class A Certificates and as to any
Distribution Date, is the excess of Applied Realized Loss Amounts with respect
to such Class over the sum of all distributions in reduction of the Applied
Realized Loss Amounts on all previous Distribution Dates. Any amounts
distributed to the Class A Certificates in respect of any Unpaid Realized Loss
Amount shall not be applied to reduce the Certificate Principal Balance of
such
Class.
Voting
Rights: The portion of the voting rights of all the Certificates that is
allocated to any Certificate for purposes of the voting provisions hereunder.
Voting Rights shall be allocated (i) 92% to the Class A Certificates and Class
M
Certificates, (ii) 3% to the Class CE Certificates until paid in full, and
(iii)
1% to each of the Class R-1, Class R-2, Class R-3, Class RX and Class P
Certificates, with the allocation among the Certificates (other than the Class
CE, Class P and Residual Certificates) to be in proportion to the Certificate
Principal Balance of each Class relative to the Certificate Principal Balance
of
all other such Classes. Voting Rights will be allocated among the Certificates
of each such Class in accordance with their respective Percentage
Interests.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M
and Class CE Certificates for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, to the Class CE Interest based on, and to the extent of, one
month’s interest at the then applicable Pass-Through Rate on the Uncertificated
Notional Amount thereof and, thereafter, among the Class A Certificates and
Class M Certificates, in each case on a pro rata basis based on, and to
the extent of, one month’s interest at the then applicable respective
Pass-Through Rates on the respective Certificate Principal Balances of each
such
Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I for any Distribution
Date shall be allocated first, to REMIC I Group I Regular Interests ending
with
the designation “B”, on a pro rata basis, based on, and to the extent
of, one month’s interest at the then applicable respective Uncertificated REMIC
I Pass-Through Rates on the respective Uncertificated Principal Balances of
each
such REMIC I Regular Interest, and second, to REMIC I Group I Regular Interests
ending with the designation “A”, on a pro rata basis, based on, and to
the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
II Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II for any Distribution Date shall be
allocated first, to REMIC I Group II Regular Interests ending with the
designation “B”, on a pro rata basis, based on, and to the extent of,
one month’s interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest, and second, to REMIC I Group II Regular Interests
ending with the designation “A”, on a pro rata basis, based on, and to
the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
III Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group III for any Distribution Date shall be
allocated first, to REMIC I Group III Regular Interests ending with the
designation “B”, on a pro rata basis, based on, and to the extent of,
one month’s interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest, and second, to REMIC I Group III Regular
Interests ending with the designation “A”, on a pro rata basis, based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests (other than REMIC II Regular Interests IO and P)
for
any Distribution Date, (i) the REMIC II Marker Allocation Percentage of the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up
to
an aggregate amount equal to the REMIC II Interest Loss Allocation Amount,
98%
and 2%, respectively, and thereafter, among REMIC II Regular Interest AA, each
REMIC II Regular Interest for which a Class A Certificate or Class M Certificate
is a Corresponding Certificate and REMIC II Regular Interest ZZ, on a pro
rata basis, based on, and to the extent of, one month’s interest at the
then applicable respective Uncertificated REMIC II Pass-Through Rates on the
respective Uncertificated Principal Balances of each such REMIC II Regular
Interest, and (ii) the REMIC II Sub WAC Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 5.02) and any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated to Uncertificated Accrued Interest payable
to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC
II
Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp, REMIC II Regular
Interest 3-Sub, REMIC II Regular Interest 3-Grp and REMIC II Regular Interest
XX, on a pro rata basis, based on, and to the extent of, one month’s
interest at the then applicable respective Uncertificated REMIC II Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC
II
Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
set over and otherwise conveyed to the Depositor, without recourse, all the
right, title and interest of the Seller in and to the assets sold by it in
the
Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding
sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
without recourse, all the right, title and interest of Master Funding in and
to
the assets sold by it in the Trust Fund.
The
Seller has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
and has agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
use
and benefit of the Certificateholders, without recourse, all the right, title
and interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited
with,
or caused to be delivered to and deposited with, the Trustee or the Custodian,
as its agent, the following documents or instruments with respect to each
Mortgage Loan so assigned: (i) the original Mortgage Note, including any
riders
thereto, endorsed without recourse (A) in blank or to the order of “LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Asset
Backed Securities I LLC, Asset-Backed Certificates, Series 2007-HE5,” and
showing to the extent available to the related Mortgage Loan Seller an unbroken
chain of endorsements from the original payee thereof to the Person endorsing
such Mortgage to the Trustee or (B) in the case of a loan registered on the
MERS
system, in blank, and in each case showing an unbroken chain of endorsements
from the original payee thereof to the Person endorsing it to the Trustee,
(ii)
the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is
a MOM
Loan, which shall have been recorded (or, for Mortgage Loans other than the
EMC
Flow Loans, if the original is not available, a copy), with evidence of such
recording indicated thereon (or if clause (x) in the proviso below applies,
shall be in recordable form), (iii) unless the Mortgage Loan is either a
MOM
Loan or has been assigned to and recorded in the name of MERS, the original
assignment in blank (either an original or a certified copy, which may be
in the
form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) or to the Trustee of the Mortgage with respect
to
each Mortgage Loan in the name of “LaSalle Bank National Association, as Trustee
for Certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2007-HE5,” which shall have been recorded (or
if clause (x) in the proviso below applies, shall be in recordable form),
(iv)
an original or a copy of all intervening assignments of the Mortgage, if
any, to
the extent available to the Seller, with evidence of recording thereon, (v)
with
respect to any first or second lien Mortgage Loan (other than any Piggyback
Loan), the original policy of title insurance or mortgagee’s certificate of
title insurance or commitment or binder for title insurance or, in the event
such original title policy has not been received from the title insurer,
such
original title policy will be delivered within one year of the Closing Date
or,
in the event such original title policy is unavailable, a photocopy of such
title policy or, in lieu thereof, a current lien search on the related Mortgaged
Property; and with respect to any Piggyback Loan, the original policy of
title
insurance or mortgagee’s certificate of title insurance or commitment or binder
for title insurance issued as to the related first lien Mortgage Loan or,
in
lieu thereof, a lien search on the related Mortgaged Property that was conducted
in connection with the related first lien Mortgage Loan and (vi) originals
or
copies of all available assumption, modification or substitution agreements,
if
any; provided, however, that in lieu of the foregoing, the Seller or Master
Funding, as applicable, may deliver the following documents, under the
circumstances set forth below: (x) if any Mortgage (other than the Mortgages
related to the EMC Flow Loans), assignment thereof to the Trustee or intervening
assignments thereof have been delivered or are being delivered to recording
offices for recording and have not been returned in time to permit their
delivery as specified above, the Depositor may deliver, or cause to be
delivered, a true copy thereof with a certification, on the face of such
copy,
substantially as follows: “Certified to be a true and correct copy of the
original”; (y) in lieu of the Mortgage (other than the Mortgages related to the
EMC Flow Loans), assignment to the Trustee or in blank or intervening
assignments thereof, if the applicable jurisdiction retains the originals
of
such documents (as evidenced by a certification to such effect) the Depositor
may deliver, or cause to be delivered, photocopies of such documents containing
an original certification by the judicial or other governmental authority
of the
jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
Notes relating to the Mortgage Loans identified in the list set forth in
Exhibit
I, the Depositor may deliver, or cause to be delivered, a lost note affidavit
and indemnity and a copy of the original note, if available; and provided,
further, however, that in the case of Mortgage Loans which have been prepaid
in
full after the Cut-off Date and prior to the Closing Date, the Depositor,
in
lieu of delivering the above documents, may deliver, or cause to be delivered,
to the Trustee and the Custodian a certification of a Servicing Officer to
such
effect and in such case shall deposit all amounts paid in respect of such
Mortgage Loans, in the Protected Account or in the Distribution Account on
the
Closing Date. In the case of the documents referred to in clause (x) above,
the
Depositor shall deliver, or cause to be delivered, such documents to the
Trustee
or the Custodian promptly after they are received.
EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage to
the
Trustee to be submitted for recording promptly after the Closing Date; provided
that, the Seller need not cause to be recorded (a) any assignment in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
addressed to the Trustee delivered by EMC (on its own behalf as Seller and
on
behalf of Master Funding) to the Trustee and the Rating Agencies, the
recordation of such assignment is not necessary to protect the Trustee’s
interest in the related Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee
of record solely as nominee for the Seller and Master Funding and its successors
and assigns. In the event that the Seller, Master Funding, the Depositor or
the
Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, EMC (on its
own
behalf as Seller and on behalf of Master Funding) shall submit or cause to
be
submitted for recording as specified above each such previously unrecorded
assignment to be submitted for recording as specified above at the expense
of
the Trust.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as Seller and on behalf of Master Funding)
further agrees that it will cause, at the Seller’s own expense, within 30 days
after the Closing Date, the MERS® System to indicate that such Mortgage Loans
have been assigned by EMC (on its own behalf as Seller and on behalf of Master
Funding) to the Depositor and by the Depositor to the Trustee in accordance
with
this Agreement for the benefit of the Certificateholders by including (or
deleting, in the case of Mortgage Loans which are repurchased in accordance
with
this Agreement) in such computer files (a) the code in the field which
identifies the specific Trustee and (b) the code in the field “Pool Field” which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. EMC (on its own behalf as Seller and on behalf of Master
Funding) further agrees that it will not, and will not permit the Master
Servicer to, and the Master Servicer agrees that it will not, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement or the Mortgage Loan Purchase
Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver an Initial Certification, in the form of Exhibit
One
to the Custodial Agreement, to the parties indicated on such exhibit confirming
whether or not it has received the Mortgage File for each Mortgage Loan, but
without review of such Mortgage File, except to the extent necessary to confirm
whether such Mortgage File contains the original Mortgage Note or a lost note
affidavit and indemnity in lieu thereof. No later than 90 days after the Closing
Date, the Trustee or the Custodian on its behalf shall, for the benefit of
the
Certificateholders, review each Mortgage File delivered to it and execute and
deliver to EMC (on its own behalf and on behalf of Master Funding), the Master
Servicer and, if reviewed by the Custodian, the Trustee, an Interim
Certification, substantially in the form of Exhibit Two to the Custodial
Agreement. In conducting such review, the Trustee or the Custodian on its behalf
will ascertain whether all required documents have been executed and received
and whether those documents relate, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B to this Agreement, as supplemented (provided, however,
that with respect to those documents described in subclauses (iv) and (vi)
of
Section 2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and
the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
Within 90 days from the date of notice from the Trustee of the defect, EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall correct or
cure
any such defect or, if prior to the end of the second anniversary of the Closing
Date, EMC (on its own behalf as Seller and on behalf of Master Funding) may
substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03, or shall deliver to the Trustee an Opinion of Counsel
addressed to the Trustee to the effect that such defect does not materially
or
adversely affect the interests of the Certificateholders in such Mortgage Loan.
If EMC (on its own behalf as Seller and on behalf of Master Funding) fails
to
correct or cure the defect or deliver such opinion within such period, EMC
(on
its own behalf as Seller and on behalf of Master Funding) will, subject to
Section 2.03, within 90 days from the notification of the Trustee purchase
such
Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of EMC (on its own behalf as Seller and on
behalf of Master Funding) to deliver the Mortgage, assignment thereof to the
Trustee, or intervening assignments thereof with evidence of recording thereon
because such documents have been submitted for recording and have not been
returned by the applicable jurisdiction, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall not be required to purchase such Mortgage Loan
if the Seller delivers such documents promptly upon receipt, but in no event
later than 360 days after the Closing Date. Notwithstanding anything to the
contrary, the Trustee shall have no responsibility with respect to the custody
or review of Mortgage Files held by the Custodian pursuant to the Custodial
Agreement. The Trustee shall have no liability for the failure of the Custodian
to perform its obligations under the Custodial Agreement.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to EMC (on its
own behalf as Seller and on behalf of Master Funding), the Master Servicer
and,
if reviewed by the Custodian, the Trustee, a Final Certification, substantially
in the form of Exhibit Three to the Custodial Agreement. In conducting such
review, the Trustee or the Custodian on its behalf will ascertain whether each
document required to be recorded has been returned from the recording office
with evidence of recording thereon and the Trustee or the Custodian on its
behalf has received either an original or a copy thereof, as required in Section
2.01 (provided, however, that with respect to those documents described in
subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only
to
documents actually delivered pursuant to such subclauses). If the Trustee or
the
Custodian on its behalf finds any document with respect to a Mortgage Loan
has
not been received, or to be unrelated, determined on the basis of the Mortgagor
name, original principal balance and loan number, to the Mortgage Loans
identified in Exhibit B or to appear defective on its face, the Trustee or
the
Custodian on its behalf shall note such defect in the exception report attached
to the Final Certification and shall promptly notify EMC (on its own behalf
as
Seller and on behalf of Master Funding). Within 90 days from the date of notice
from the Trustee of the defect if such defect materially and adversely affects
the interest of the Certificateholders, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall correct or cure any such defect or, if prior
to
the end of the second anniversary of the Closing Date, EMC (on its own behalf
as
Seller and on behalf of Master Funding) may substitute for the related Mortgage
Loan a Replacement Mortgage Loan, which substitution shall be accomplished
in
the manner and subject to the conditions set forth in Section 2.03, or shall
deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the
effect that such defect does not materially or adversely affect the interests
of
Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
and on behalf of Master Funding) is unable within such period to correct or
cure
such defect, or to substitute the related Mortgage Loan with a Replacement
Mortgage Loan or to deliver such opinion, EMC (on its own behalf as Seller
and
on behalf of Master Funding) shall, subject to Section 2.03, within 90 days
from
the notification of the Trustee, purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability
of
EMC (on its own behalf as Seller and on behalf of Master Funding) to deliver
the
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
with evidence of recording thereon, because such documents have not been
returned by the applicable jurisdiction, EMC (on its own behalf as Seller and
on
behalf of Master Funding) shall not be required to purchase such Mortgage Loan,
if the Seller delivers such documents promptly upon receipt, but in no event
later than 360 days after the Closing Date. Notwithstanding anything to the
contrary, the Trustee shall have no responsibility with respect to the custody
or review of Mortgage Files held by the Custodian pursuant to the Custodial
Agreement. The Trustee shall have no liability for the failure of the Custodian
to perform its obligations under the Custodial Agreement.
(c) In
the
event that a Mortgage Loan is purchased by EMC (on its own behalf as Seller
and
on behalf of Master Funding) in accordance with subsections 2.02(a) or (b)
above
or Section 2.03, EMC (on its own behalf as Seller and on behalf of Master
Funding) shall remit the applicable Purchase Price to the Master Servicer for
deposit in the Protected Account and shall provide written notice to the Trustee
detailing the components of the Purchase Price, signed by a Servicing Officer.
Upon deposit of the Purchase Price in the Protected Account and upon receipt
of
a Request for Release with respect to such Mortgage Loan, the Trustee or the
Custodian will release to EMC (on its own behalf as Seller and on behalf of
Master Funding) the related Mortgage File and the Trustee shall execute and
deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the related Seller, as are
necessary to vest in the title to and rights under the Mortgage Loan. Such
purchase shall be deemed to have occurred on the date on which the deposit
into
the Protected Account was made. The Trustee shall promptly notify the Rating
Agencies of such repurchase. The obligation of the Seller to cure, repurchase
or
substitute for any Mortgage Loan as to which a defect in a constituent document
exists shall be the sole remedies respecting such defect available to the
Certificateholders or to the Trustee on their behalf.
(d) EMC
(on
its own behalf as Seller and on behalf of Master Funding) shall deliver to
the
Trustee or the Custodian on its behalf, and Trustee agrees to accept the
Mortgage Note and other documents constituting the Mortgage File with respect
to
any Replacement Mortgage Loan, which the Trustee or the Custodian will review
as
provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date
referred to therein shall instead be the date of delivery of the Mortgage File
with respect to each Replacement Mortgage Loan.
Section
2.03 Representations,
Warranties and Covenants of the Master Servicer and the Seller.
(a) The
Master Servicer hereby represents and warrants to the Depositor and the Trustee
as follows, as of the Closing Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans
in accordance with the terms of the Mortgage Loan Purchase Agreement and to
perform any of its other obligations under this Agreement in accordance with
the
terms hereof or thereof.
(ii) It
has
the full corporate power and authority to service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement, the servicing of the Mortgage Loans
by
it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof and thereof are in its ordinary course of business and will not
(A)
result in a breach of any term or provision of its charter or by-laws or (B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
it is a party or by which it may be bound, or (C) constitute a violation of
any
statute, order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to service the Mortgage Loans
or
to perform any of its other obligations under this Agreement in accordance
with
the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) As
of the
Closing Date and except as has been otherwise disclosed to the Depositor, or
disclosed in any public filing: (1) no default or servicing related performance
trigger has occurred as to any other Pass-Through Transfer due to any act or
failure to act of the Master Servicer; (2) no material noncompliance with
applicable servicing criteria as to any other Pass-Through Transfer has
occurred, been disclosed or reported by the Master Servicer; (3) the Master
Servicer has not been terminated as servicer in a residential mortgage loan
Pass-Through Transfer, either due to a servicing default or to application
of a
servicing performance test or trigger; (4) no material changes to the Master
Servicer’s servicing policies and procedures for similar loans have occurred in
the preceding three years outside of the normal changes warranted by regulatory
and product type changes in the portfolio; (5) there are no aspects of the
Master Servicer’s financial condition that could have a material adverse impact
on the performance by the Master Servicer of its obligations hereunder; (6)
there are no legal proceedings pending, or known to be contemplated by
governmental authorities, against the Master Servicer that could be material
to
investors in the securities issued in such Pass-Through Transfer; and (7) there
are no affiliations, relationships or transactions relating to the Master
Servicer of a type that are described under Item 1119 of Regulation
AB.
(viii) If
so
requested by the Depositor on any date, the Master Servicer shall, within five
Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in clause (a)(vii) of this Section
or,
if any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(ix) As
a
condition to the succession to the Master Servicer or any subservicer as
servicer or subservicer under this Agreement by any Person (i) into which the
Master Servicer or such subservicer may be merged or consolidated, or (ii)
which
may be appointed as a successor to the Master Servicer or any subservicer,
the
Master Servicer shall provide to the Depositor, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice
to
the Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.
(x) In
connection with the Group II Mortgage Loans, notwithstanding any state or
federal law to the contrary, the Master Servicer shall not collect such
prepayment premium in any instance when the mortgage debt is accelerated through
foreclosure sale or other involuntary payment as the result of the borrower’s
default in making the loan payments.
(xi) The
Master Servicer will transmit full-file credit reporting data for each Group
II
Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that for
each
Group II Mortgage Loan, the Master Servicer agrees it shall report one of the
following statuses each month as follows: new origination, current, delinquent
(30-, 60-, 90-days, etc.), foreclosed, or charged-off.
(xii) With
respect to each Group III Mortgage Loan, information regarding the Mortgagor
credit files related to such Mortgage Loan has been and will continue to be
furnished to credit reporting agencies in compliance with the provisions of
the
Fair Credit Reporting Act and the applicable implementing
regulations.
(xiii) In
connection with the Group III Mortgage Loans, the Master Servicer shall not
collect any prepayment premium in any instance when the mortgage debt is
accelerated through foreclosure sale or other payment as the result of the
mortgagor’s default under the terms of the security instrument.
(b) The
Seller hereby represents and warrants to the Depositor and the Trustee as
follows, as of the Closing Date:
(i) The
Seller is duly organized as a Delaware corporation and is validly existing
and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
to
be conducted by the Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any such
state, to the extent necessary to ensure its ability to enforce each Mortgage
Loan, to sell the Mortgage Loans in accordance with the terms of the Mortgage
Loan Purchase Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(ii) The
Seller has the full corporate power and authority to sell each Mortgage Loan,
and to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Seller the execution, delivery
and
performance of this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of
the court before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by the Seller, the sale of the Mortgage
Loans by the Seller under the Mortgage Loan Purchase Agreement, the consummation
of any other of the transactions contemplated by this Agreement, and the
fulfillment of or compliance with the terms hereof and thereof are in the
ordinary course of business of the Seller and will not (A) result in a material
breach of any term or provision of the charter or by-laws of the Seller or
(B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
the Seller is a party or by which it may be bound, or (C) constitute a violation
of any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Seller; and the Seller is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Seller’s ability to perform or meet any of
its obligations under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for Xxxxxx Xxx
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller to
sell the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same.
(vii) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), the Seller
hereby remakes and restates each of the representations and warranties set
forth
in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
Trustee to the same extent as if fully set forth herein.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach
shall
give prompt written notice thereof to the other parties. Any breach of a
representation or warranty contained in clauses (c), (q) and (s) of Section
7 of
the Mortgage Loan Purchase Agreement in respect of a Subgroup II-3 Mortgage
Loan
and clauses (hh) through (qq) of Section 7 of the Mortgage Loan Purchase
Agreement shall be deemed to materially adversely affect the interests of the
related Certificateholders. The Seller hereby covenants, with respect to the
representations and warranties set forth in the Mortgage Loan Purchase Agreement
with respect to the Mortgage Loans, that within 90 days of the discovery of
a
breach of any representation or warranty set forth therein that materially
and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
it shall cure such breach in all material respects and, if such breach is not
so
cured, (i) if such 90 day period expires prior to the second anniversary of
the
Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the
Trust Fund and substitute in its place a Replacement Mortgage Loan, in the
manner and subject to the conditions set forth in this Section; or (ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at
the
Purchase Price in the manner set forth below; provided that any such
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
not be effected prior to the delivery to the Trustee of an Opinion of Counsel
if
required by Section 2.05 hereof and any such substitution pursuant to (i) above
shall not be effected prior to the additional delivery to the Trustee of a
Request for Release. The Trustee shall give prompt written notice to the parties
hereto of the Seller’s failure to cure such breach as set forth in the preceding
sentence. The Seller shall promptly reimburse the Master Servicer and the
Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, the Seller shall, unless
it
cures such breach in a timely fashion pursuant to this Section 2.03, promptly
notify the Master Servicer whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to
the
representations and warranties with respect to the Mortgage Loans that are
made
to the best of the Seller’s knowledge, if it is discovered by any of the
Depositor, the Master Servicer, the Seller, the Trustee or the Custodian that
the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, notwithstanding the Seller’s lack of knowledge with respect to the
substance of such representation or warranty, the Seller shall nevertheless
be
required to cure, substitute for or repurchase the affected Mortgage Loan in
accordance with the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Seller (pursuant to
the
Mortgage Loan Purchase Agreement) shall deliver to the Trustee or the Custodian
on its behalf for the benefit of the Certificateholders such documents and
agreements as are required by Section 2.01. No substitution will be made in
any
calendar month after the Determination Date for such month. Notwithstanding
the
foregoing, such substitution must be done within two years of the Closing Date.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
Seller. For the month of substitution, distributions to Certificateholders
will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to
reflect the removal of each such Deleted Mortgage Loan and the substitution
of
the Replacement Mortgage Loan or Loans and the Master Servicer shall deliver
the
amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such
substitution, the Replacement Mortgage Loan or Loans shall be subject to the
terms of this Agreement in all respects, and the Seller shall be deemed to
have
made with respect to such Replacement Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties set forth in Section 7 or
Section 8 of the Mortgage Loan Purchase Agreement with respect to such Mortgage
Loan. Upon any such substitution and the deposit into the Protected Account
of
the amount required to be deposited therein in connection with such substitution
as described in the following paragraph and receipt by the Trustee of a Request
for Release for such Mortgage Loan, the Trustee or the Custodian shall release
to the Seller the Mortgage File relating to such Deleted Mortgage Loan and
held
for the benefit of the Certificateholders and the Trustee shall execute and
deliver at the Seller’s direction such instruments of transfer or assignment as
have been prepared by the Seller in each case without recourse, representation
or warranty as shall be necessary to vest in the Seller or its respective
designee, title to the Trustee’s interest in any Deleted Mortgage Loan
substituted for pursuant to this Section 2.03.
For
any
month in which the Seller substitutes one or more Replacement Mortgage Loans
for
a Deleted Mortgage Loan, the Master Servicer will determine the amount (if
any)
by which the aggregate principal balance of all the Replacement Mortgage Loans
as of the date of substitution is less than the Stated Principal Balance (after
application of the principal portion of the Scheduled Payment due in the month
of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
of such deficiencies, described in the preceding sentence for any Distribution
Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
the Protected Account, by the Seller upon its delivering such Replacement
Mortgage Loan on the Determination Date for the Distribution Date relating
to
the Prepayment Period during which the related Mortgage Loan became required
to
be purchased or replaced hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited into the Protected Account, on the Determination
Date for the Distribution Date in the month following the month during which
the
Seller became obligated to repurchase or replace such Mortgage Loan and upon
such deposit of the Purchase Price, the delivery of an Opinion of Counsel if
required by Section 2.05 and the receipt of a Request for Release, the Trustee
or the Custodian shall release the related Mortgage File held for the benefit
of
the Certificateholders to the Seller and the Trustee shall execute and deliver
at such Person’s direction the related instruments of transfer or assignment
prepared by the Seller, in each case without recourse, as shall be necessary
to
transfer title from the Trustee for the benefit of the Certificateholders and
transfer the Trustee’s interest to EMC (on its own as a Seller and on behalf of
Master Funding) to any Mortgage Loan purchased pursuant to this Section 2.03.
It
is understood and agreed that the obligation under this Agreement of the Seller
to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Seller
respecting such breach available to the Certificateholders, the Depositor or
the
Trustee.
(d) The
representations and warranties set forth in this Section 2.03 hereof shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer and the Trustee
as follows, as of the date hereof and as of the Closing Date:
(i) The
Depositor is duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware and has full
power and authority necessary to own or hold its properties and to conduct
its
business as now conducted by it and to enter into and perform its obligations
under this Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary corporate action on its part, the
execution, delivery and performance of this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof and thereof are in the ordinary course of
business of the Depositor and will not (A) result in a material breach of any
term or provision of the certificate of formation or limited liability company
agreement of the Depositor or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or by which
it may be bound or (C) constitute a violation of any statute, order or
regulation applicable to the Depositor of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Depositor; and the Depositor is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms hereof
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and it has been
subject to such filing requirements for the past 90 days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Sellers, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Sponsor delivers to the Trustee an Opinion of Counsel, addressed
to
the Trustee, to the effect that such repurchase or substitution would not (i)
result in the imposition of the tax on “prohibited transactions” of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the
Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates
are outstanding. Any Mortgage Loan as to which repurchase or substitution was
delayed pursuant to this paragraph shall be repurchased or the substitution
therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon
the
earlier of (a) the occurrence of a default or a default becoming reasonably
foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee
of
an Opinion of Counsel addressed to the Trustee to the effect that such
repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.
(b) Upon
discovery by the Depositor, the Seller or the Master Servicer that any Mortgage
Loan does not constitute a “qualified mortgage” within the meaning of section
860G(a)(3) of the Code, the party discovering such fact shall promptly (and
in
any event within 5 Business Days of discovery) give written notice thereof
to
the other parties and the Trustee. In connection therewith, the Trustee shall
require the Seller at it’s option, to either (i) cure such defect or breach,
(ii) substitute, if the conditions in Section 2.03 with respect to substitutions
are satisfied, a Replacement Mortgage Loan for the affected Mortgage Loan,
or
(iii) repurchase the affected Mortgage Loan within 90 days of such discovery
in
the same manner as it would for a defect or a breach described in Section 2.02
or Section 2.03, as applicable. The Trustee shall reconvey to the Seller the
Mortgage Loan to be released pursuant hereto (and the Custodian shall deliver
the related Mortgage File) in the same manner, and on the same terms and
conditions, as it would for a defect or a breach described in Section 2.02
or
Section 2.03, as applicable.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, has executed, countersigned
and delivered, to or upon the order of the Depositor, the Certificates in
authorized denominations evidencing the entire ownership of the Trust Fund.
The
Trustee agrees to hold the Trust Fund and exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates and to
perform the duties set forth in this Agreement in accordance with its
terms.
(b) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests (which are
uncertificated) and the other assets of REMIC II and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC II Regular Interests and the Class R-2 Certificates.
(c) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the REMIC III Regular Interests and the Class R-3 Certificates.
The
Trustee acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC III Regular Interests and the Class R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE Interest for the benefit of the Holders of the REMIC IV Certificates. The
Trustee acknowledges receipt of the Class CE Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC IV Certificates.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest for the benefit of the Holders of the REMIC V Certificates. The
Trustee acknowledges receipt of the Class P Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC V Certificates.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest for the benefit of the holders of the REMIC VI Interests. The
Trustee acknowledges receipt of the Class IO Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC VI Interests.
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold, as set forth in this Agreement, the Mortgage Loans and the other
assets of the Trust Fund and the proceeds therefrom for the benefit of the
Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
any other assets of the Trust;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. Neither the Trustee
nor the Master Servicer shall cause the Trust to engage in any activity other
than in connection with the foregoing or other than as required or authorized
by
the terms of this Agreement while any Certificate is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01 The
Master Servicer to act as Master Servicer.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with customary and usual standards of practice of prudent mortgage loan
servicers in the respective states in which the related Mortgaged Properties
are
located. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and
all
things that it may deem necessary or desirable in connection with such servicing
and administration, including but not limited to, the power and authority,
subject to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.09, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
and
interests of the Depositor or the Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Master Servicer, in its own name
or in the name of the Trust, the Depositor or the Trustee, is hereby authorized
and empowered by the Trust, the Depositor and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any
of them, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans, and with respect to the Mortgaged Properties held for
the
benefit of the Certificateholders. The Master Servicer shall prepare and deliver
to the Depositor and/or the Trustee such documents requiring execution and
delivery by any or all of them as are necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. Upon receipt
of
such documents, the Depositor and/or the Trustee shall execute such documents
and deliver them to the Master Servicer.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Master Servicer shall advance or cause to be advanced funds as necessary for
the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 4.03, and further
as
provided in Section 4.02. All costs incurred by the Master Servicer, if any,
in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balance under the Mortgage Loans, notwithstanding that the
terms of such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Master Servicer shall
to the extent that it has knowledge of such conveyance, enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent permitted
under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not
required to exercise such rights with respect to a Mortgage Loan if the Person
to whom the related Mortgaged Property has been conveyed or is proposed to
be
conveyed satisfies the terms and conditions contained in the Mortgage Note
and
Mortgage related thereto and the consent of the mortgagee under such Mortgage
Note or Mortgage is not otherwise so required under such Mortgage Note or
Mortgage as a condition to such transfer. In the event that the Master Servicer
is prohibited by law from enforcing any such due-on-sale clause, or if coverage
under any Required Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Master Servicer is
authorized, subject to Section 3.02(b), to take or enter into an assumption
and
modification agreement from or with the person to whom such property has been
or
is about to be conveyed, pursuant to which such person becomes liable under
the
Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
remains liable thereon, provided that the Mortgage Loan shall continue to be
covered (if so covered before the Master Servicer enters such agreement) by
the
applicable Required Insurance Policies. The Master Servicer, subject to Section
3.02(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall
not
be deemed to be in default under this Section 3.02(a) by reason of any transfer
or assumption that the Master Servicer reasonably believes it is restricted
by
law from preventing.
(b) Subject
to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
set forth in Section 3.02(a), in any case in which a Mortgaged Property has
been
conveyed to a Person by a Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument
of release signed by the Trustee is required releasing the Mortgagor from
liability on the related Mortgage Loan, the Master Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature
and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment and any other term affecting the amount or timing of payment on the
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Master Servicer in accordance
with
its servicing standards as then in effect. The Master Servicer shall notify
the
Trustee that any such substitution or assumption agreement has been completed
by
forwarding to the Trustee the original of such substitution or assumption
agreement, which in the case of the original shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other documents and instruments constituting
a
part thereof. Any fee collected by the Master Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer as additional servicing compensation.
Section
3.03 Subservicers.
The
Master Servicer shall perform all of its servicing responsibilities hereunder
or
may cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Master Servicer of a subservicer shall not release
the Master Servicer from any of its obligations hereunder and the Master
Servicer shall remain responsible hereunder for all acts and omissions of each
subservicer as fully as if such acts and omissions were those of the Master
Servicer. The Master Servicer shall pay all fees of each subservicer from its
own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to
the Master Servicer hereunder.
At
the
cost and expense of the Master Servicer, without any right of reimbursement
from
its Protected Account, the Master Servicer shall be entitled to terminate the
rights and responsibilities of a subservicer and arrange for any servicing
responsibilities to be performed by a successor subservicer; provided, however,
that nothing contained herein shall be deemed to prevent or prohibit the Master
Servicer, at the Master Servicer’s option, from electing to service the related
Mortgage Loans itself. In the event that the Master Servicer’s responsibilities
and duties under this Agreement are terminated pursuant to Section 8.01, the
Master Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination
of
the Master Servicer. The Master Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Master Servicer’s own funds without reimbursement from
the Trust Fund.
Notwithstanding
the foregoing, the Master Servicer shall not be relieved of its obligations
hereunder and shall be obligated to the same extent and under the same terms
and
conditions as if it alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into an agreement with a
subservicer for indemnification of the Master Servicer by the subservicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Master Servicer alone, and the Trustee shall not have any
obligations, duties or liabilities with respect to such subservicer including
any obligation, duty or liability of the Trustee to pay such subservicer’s fees
and expenses. Each subservicing agreement shall provide that such agreement
may
be assumed or terminated without cause or penalty by the Trustee or other
Successor Master Servicer in the event the Master Servicer is terminated in
accordance with this Agreement. For purposes of remittances to the Trustee
pursuant to this Agreement, the Master Servicer shall be deemed to have received
a payment on a Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents,
Records and Funds in Possession of the Master Servicer To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit
to
the Trustee or the Custodian on behalf of the Trustee as required by this
Agreement all documents and instruments in respect of a Mortgage Loan coming
into the possession of the Master Servicer from time to time and shall account
fully to the Trustee for any funds received by the Master Servicer or that
otherwise are collected by the Master Servicer as Liquidation Proceeds,
Insurance Proceeds or Subsequent Recoveries in respect of any such Mortgage
Loan. All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds
or
Subsequent Recoveries, including but not limited to, any funds on deposit in
the
Protected Account, shall be held by the Master Servicer for and on behalf of
the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Master Servicer
also
agrees that it shall not create, incur or subject any Mortgage File or any
funds
that are deposited in the Protected Account or in any Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File
or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Master Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Master
Servicer under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Master Servicer shall also cause flood insurance to be
maintained on property acquired upon foreclosure or deed in lieu of foreclosure
of any Mortgage Loan, to the extent described below. Pursuant to Section 4.01,
any amounts collected by the Master Servicer under any such policies (other
than
the amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer’s normal servicing procedures) shall be
deposited in the Protected Account. Any cost incurred by the Master Servicer
in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trustee for their
benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
by the Master Servicer out of late payments by the related Mortgagor or out
of
Liquidation Proceeds to the extent permitted by Section 4.02. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor or maintained on property acquired in respect of a Mortgage other
than pursuant to such applicable laws and regulations as shall at any time
be in
force and as shall require such additional insurance. If the Mortgaged Property
is located at the time of origination of the Mortgage Loan in a federally
designated special flood hazard area and such area is participating in the
national flood insurance program, the Master Servicer shall cause flood
insurance to be maintained with respect to such Mortgage Loan. Such flood
insurance shall be in an amount equal to the least of (i) the Stated Principal
Balance of the related Mortgage Loan, (ii) minimum amount required to compensate
for damage or loss on a replacement cost basis or (iii) the maximum amount
of
such insurance available for the related Mortgaged Property under the Flood
Disaster Protection Act of 1973, as amended.
In
the
event that the Master Servicer shall obtain and maintain a blanket policy
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.05, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Master Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property
a
policy complying with the first sentence of this Section 3.05, and there shall
have been a loss that would have been covered by such policy, deposit in the
Protected Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer’s own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Depositor and the Trustee
for the benefit of the Certificateholders claims under any such blanket
policy.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured’s claim) as shall be necessary to realize recovery under such Insurance
Policies. Any proceeds disbursed to the Master Servicer in respect of such
Insurance Policies shall be promptly deposited in the Protected Account upon
receipt, except that any amounts that are to be applied upon receipt to the
repair or restoration of the related Mortgaged Property, which repair or
restoration the owner of such Mortgaged Property or EMC, as applicable, has
agreed to make as a condition precedent to the presentation of its claims on
the
Mortgage Loan under the applicable Insurance Policy, need not be so deposited
(or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take any action that would result in noncoverage
under
any applicable Primary Mortgage Insurance Policy of any loss which, but for
the
actions of the Master Servicer would have been covered thereunder. The Master
Servicer shall use its best efforts to keep in force and effect (to the extent
that the Mortgage Loan requires the Mortgagor to maintain such insurance),
Primary Mortgage Insurance applicable to each Mortgage Loan. The Master Servicer
shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy
that is in effect at the date of the initial issuance of the Mortgage Note
and
is required to be kept in force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account, subject to withdrawal pursuant
to
Section 4.02 hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Master Servicer shall maintain, at its own expense, a blanket fidelity bond
and
an errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the Mortgage Loans and who handle funds, money, documents and
papers relating to the Mortgage Loans. The fidelity bond and errors and
omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
and shall protect and insure the Master Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
of
such persons. Such fidelity bond shall also protect and insure the Master
Servicer against losses in connection with the failure to maintain any insurance
policies required pursuant to this Agreement and the release or satisfaction
of
a Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Master Servicer from its
duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the
corresponding amounts required by Accepted Servicing Practices. The Master
Servicer shall deliver to the Trustee a certificate from the surety and the
insurer as to the existence of the fidelity bond and errors and omissions
insurance policy and shall obtain a statement from the surety and the insurer
that such fidelity bond or insurance policy shall in no event be terminated
or
materially modified without thirty days prior written notice to the Trustee.
The
Master Servicer shall notify the Trustee within five business days of receipt
of
notice that such fidelity bond or insurance policy will be, or has been,
materially modified or terminated. The Trustee for the benefit of the
Certificateholders must be named as loss payees on the fidelity bond and as
additional insured on the errors and omissions policy.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. In connection
with such foreclosure or other conversion, the Master Servicer shall follow
such
practices and procedures as it shall deem necessary or advisable and as shall
be
normal and usual in its general mortgage servicing activities and the
requirements of the insurer under any Required Insurance Policy; provided that
the Master Servicer shall not be required to expend its own funds in connection
with any foreclosure or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself
of
such expenses and (ii) that such expenses will be recoverable to it through
Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Master Servicer will give
notice of any such charge-off to the Trustee. The Master Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided that such costs and expenses shall be Servicing Advances
and that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property, as contemplated in Section 4.02.
If the Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer is contemplating acquiring in foreclosure or by deed- in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to the Master Servicer, the Master Servicer
will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review
procedures.
With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of the Trustee for the benefit of the Certificateholders (or the
Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and
not in its individual capacity. The Master Servicer shall ensure that the title
to such REO Property references this Agreement and the Trustee’s capacity
hereunder. Pursuant to its efforts to sell such REO Property, the Master
Servicer shall either itself or through an agent selected by the Master Servicer
protect and conserve such REO Property in the same manner and to such extent
as
is customary in the locality where such REO Property is located and may,
incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property. The
Master Servicer shall prepare for and deliver to the Trustee a statement with
respect to each REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Protected Account no later than the close of business on each Determination
Date. The Master Servicer shall perform the tax reporting and withholding
related to foreclosures, abandonments and cancellation of indebtedness income
as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing
such tax and information returns, as may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
a
Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
prior to three years after its acquisition by the Trust Fund or, at the expense
of the Trust Fund, request more than 60 days prior to the day on which such
three-year period would otherwise expire, an extension of the three-year grace
period unless the Trustee shall have been supplied with an Opinion of Counsel
addressed to the Trustee (such opinion not to be an expense of the Trustee)
to
the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
or REMIC VI as defined in Section 860F of the Code or cause any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a
REMIC
at any time that any Certificates are outstanding, in which case the Trust
Fund
may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision
of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
to the imposition of any federal, state or local income taxes on the income
earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
be subject to a determination by the Master Servicer that the proceeds of such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to the
Master Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to the
payment of principal of, and interest on, the related defaulted Mortgage Loans
(with interest accruing as though such Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and
shall be deposited into the Protected Account. To the extent the income received
during a Prepayment Period is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related
Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
to the Master Servicer as provided above, shall be deposited in the Protected
Account upon receipt and made available on the next succeeding Determination
Date following receipt thereof for distribution on the related Distribution
Date, except that any Excess Liquidation Proceeds shall be retained by the
Master Servicer as additional servicing compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of related Liquidation Proceeds or any income from a related
REO Property, will be applied in the following order of priority: first, to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 4.02 or this Section 3.09; second,
to
reimburse the Master Servicer for any unreimbursed Advances, pursuant to Section
4.02 or this Section 3.09; third, to accrued and unpaid interest (to the extent
no Advance has been made for such amount) on the Mortgage Loan or related REO
Property, at the Net Mortgage Rate to the first day of the month in which such
amounts are required to be distributed; and fourth, as a recovery of principal
of the Mortgage Loan.
(b) On
each
Determination Date, the Master Servicer shall determine the respective aggregate
amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the
preceding calendar month.
(c) The
Master Servicer has no intent to foreclose on any Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Master Servicer from initiating foreclosure proceedings
on
any date hereafter if the facts and circumstances of such Mortgage Loans
including delinquency characteristics in the Master Servicer’s discretion so
warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from the Protected Account out of each payment of interest
on a Mortgage Loan included in the Trust Fund an amount equal to the Servicing
Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, late payment charges, all Prepayment Interest Excess on any
Mortgage Loan, other ancillary income, all income and gain net of any losses
realized from Permitted Investments with respect to funds in or credited to
the
Protected Account shall be retained by the Master Servicer to the extent not
required to be deposited in the Protected Account pursuant to Section 4.02.
The
Master Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including payment of any
premiums for hazard insurance, as required by Section 3.05 and maintenance
of
the other forms of insurance coverage required by Section 3.07) and shall not
be
entitled to reimbursement therefor except as specifically provided in Section
4.02.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the Certificateholders. The Master
Servicer shall sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement. Pursuant to its efforts to
sell such REO Property, the Master Servicer shall protect and conserve such
REO
Property in the manner and to the extent required herein, in accordance with
the
REMIC Provisions.
(b) The
Master Servicer shall deposit all funds collected and received in connection
with the operation of any REO Property into the Protected Account.
(c) The
Master Servicer, upon the final disposition of any REO Property, shall be
entitled to reimbursement for any related unreimbursed Advances, unreimbursed
Servicing Advances or Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that
any
such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
Fees may be reimbursed or paid, as the case may be, prior to final disposition,
out of any net rental income or other net amounts derived from such REO
Property.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer shall submit
a liquidation report to the Trustee containing such information as shall be
mutually acceptable to the Master Servicer and the Trustee with respect to
such
Mortgaged Property.
Section
3.13 Annual
Statement as to Compliance.
The
Master Servicer and the Trustee shall deliver to the Master Servicer, the
Depositor and the Trustee, not later than March 15th of each
calendar
year beginning in 2008, an Officer’s Certificate (an “Annual Statement of
Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge, based on such review, each
such party has fulfilled all of its obligations under this Agreement in all
material respects throughout such year or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
In the event that the Master Servicer or the Trustee has delegated any servicing
responsibilities with respect to the Mortgage Loans to a subservicer or
subcontractor, such servicer or subcontractor shall be directed by such
delegating party to deliver a similar Annual Statement of Compliance by such
subservicer or subcontractor to the Master Servicer, the Depositor and the
Trustee as described above as and when required with respect to the Master
Servicer and the Trustee.
Failure
of the Master Servicer to comply with this Section 3.13 (including with respect
to the timeframes required in this Section) shall be deemed an Event of Default
with respect to such party, and the Trustee at the direction of the Depositor
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or in equity or to damages, including injunctive relief and specific
performance, upon notice, immediately terminate all the rights and obligations
of the Master Servicer under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof without compensating the Master Servicer for the same.
Failure of the Trustee to comply with this Section 3.13 (including with respect
to the timeframes required in this Section) which failure results in a failure
to timely file the Form 10-K shall be deemed a default which may result in
the
termination of the Trustee pursuant to Section 9.08 of this Agreement and the
Depositor may, in addition to whatever rights the Depositor may have under
this
Agreement and at law or in equity or to damages, including injunctive relief
and
specific performance, upon notice immediately terminate all of the rights and
obligations of the Trustee under this Agreement and in and to the Mortgage
Loans
and the proceeds thereof without compensating the Trustee for the same. This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
In
the
event the Master Servicer, the Trustee or any subservicer or subcontractor
engaged by either such party is terminated or resigns pursuant to the terms
of
the Agreement, or any other applicable agreement in the case of a subservicer
or
subcontractor, as the case may be, such party shall provide an Annual Statement
of Compliance pursuant to this Section 3.13 or to the related section of such
other applicable agreement, as the case may be, as to the performance of its
obligations with respect to the period of time it was subject to this Agreement
or any other applicable agreement, as the case may be notwithstanding any such
termination or resignation.
Section
3.14 Assessments
of Compliance and Attestation Reports.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria. Pursuant to Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each
of
the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”)
at its own expense shall deliver to the Trustee, the Master Servicer and the
Depositor on or before March 15th of each calendar year beginning in 2008,
a
report signed by an authorized officer of such party regarding such Attesting
Party’s assessment of compliance (an “Assessment of Compliance”) with the
Servicing Criteria during the preceding calendar year. The Assessment of
Compliance, as set forth in Regulation AB, must contain the
following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the related Attesting Party;
(b) A
statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit N hereto, and which will also be attached to the Assessment
of Compliance, to assess compliance with the Servicing Criteria applicable
to
the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
such Attesting Party, which statement shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such Attesting Party, that are backed by the same
asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit N hereto which are indicated as applicable to the related Attesting
Party.
Notwithstanding
the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund.
On
or
before March 15th of each calendar year beginning in 2008, each Attesting Party
shall furnish to the Master Servicer, the Depositor and the Trustee a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Attesting
Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Master Servicer shall cause any subservicer and each subcontractor determined
by
it to be “participating in the servicing function” within the meaning of Item
1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the
Depositor an Assessment of Compliance and Attestation Report as and when
provided above along with an indication of what Servicing Criteria are addressed
in such assessment.
The
Trustee shall confirm that the assessments, taken as a whole, address all of
the
Servicing Criteria and taken individually address the Servicing Criteria for
each party as set forth on Exhibit N and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor (as defined in the
related servicing agreement), an Assessment of Compliance is not required to
be
delivered unless it is required as part of a Form 10-K with respect to the
Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Master
Servicer shall (and shall cause each subservicer engaged by it to) provide
to
the Depositor and the Trustee information concerning the following: (A) any
Event of Default hereunder and any subservicer event of default under the terms
of the related Subservicing Agreement, (B) any merger, consolidation or sale
of
substantially all of the assets of the Master Servicer or, to the best of the
Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s
entry into an agreement with a subservicer to perform or assist in the
performance of any of the Master Servicer’s obligations.
In
addition, the Master Servicer shall cause each subservicer engaged by it to
provide the following information to the Depositor and the Trustee, to the
extent applicable, within the timeframes that the Master Servicer would
otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) information
regarding material breaches of pool asset representations or warranties or
transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
Failure
of the Master Servicer to comply with this Section 3.14 (including with respect
to the timeframes required in this Section) shall be deemed an Event of Default,
and the Trustee at the direction of the Depositor shall, in addition to whatever
rights the Trustee may have under this Agreement and at law or in equity or
to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. Failure of the Trustee
to
comply with this Section 3.14 (including with respect to the timeframes required
in this Section) which failure results in a failure to timely file the Form
10-K
shall be deemed a default which may result in the termination of the Trustee
pursuant to Section 9.08 of this Agreement and the Depositor may, in addition
to
whatever rights the Depositor may have under this Agreement and at law or in
equity or to damages, including injunctive relief and specific performance,
upon
notice immediately terminate all of the rights and obligations of the Trustee
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Trustee for the same. This paragraph shall supersede
any other provision in this Agreement or any other agreement to the
contrary.
In
the
event the Master Servicer, the Custodian, the Trustee or any subservicer or
subcontractor engaged by any such party is terminated, assigns its rights and
obligations under, or resigns pursuant to, the terms of the Agreement, the
related Custodial Agreement, or any other applicable agreement in the case
of a
subservicer or subcontractor, as the case may be, such party shall provide
an
Assessment of Compliance and cause to be provided an Attestation Report pursuant
to this Section 3.14 or to the related section of such other applicable
agreement, as the case may be, notwithstanding any such termination, assignment
or resignation.
Section
3.15 Books
and Records.
The
Master Servicer shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans which shall be
appropriately identified in the Master Servicer’s computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer shall maintain in its possession, available for inspection
by
the Trustee and shall deliver to the Trustee upon demand, evidence of compliance
with all federal, state and local laws, rules and regulations. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Master
Servicer may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including, but not limited to, optical
imagery techniques so long as the Master Servicer complies with the requirements
of Accepted Servicing Practices.
The
Master Servicer shall maintain with respect to each Mortgage Loan and shall
make
available for inspection by the Trustee the related servicing file during the
time such Mortgage Loan is subject to this Agreement and thereafter in
accordance with applicable law.
Payments
on the Mortgage Loans, including any payoffs, made in accordance with the
related Mortgage File will be entered in the Master Servicer’s set of books and
records no more than two Business Days after receipt and identification, and
allocated to principal or interest as specified in the related Mortgage
File.
Section
3.16 Reports
Filed with Securities and Exchange Commission.
(a)
(i) Within
15 days after each Distribution Date (subject to permitted exceptions under
the
Exchange Act), the Trustee shall, in accordance with industry standards, prepare
and file with the Commission via the Electronic Data Gathering and Retrieval
System (“XXXXX”), a Form 10-D, signed by the Master Servicer, with a copy of the
Monthly Statement to be furnished by the Trustee to the Certificateholders
for
such Distribution Date attached thereto; provided that the Trustee shall have
received no later than seven (7) calendar days after the related Distribution
Date, all information required to be provided to the Trustee as described in
clause (a)(ii) below. Any disclosure in addition to the Monthly Statement that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall be reported by the parties set forth on Exhibit O to the Trustee and
the
Depositor and approved by the Depositor pursuant to the paragraph immediately
below, and the Trustee will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-D Disclosure absent such
reporting (other than with respect to when it is the reporting party as set
forth in Exhibit O) and approval.
(ii)
(A)
Within seven (7) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit O shall be required to provide, pursuant to section
3.16(a)(iv) below, to the Trustee and the Depositor, to the extent known, in
XXXXX-compatible format, or in such other format as otherwise agreed upon by
the
Trustee and the Depositor and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee
has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit O of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure
information. The Depositor will be responsible for any reasonable out-of-pocket
expenses incurred by the Trustee in connection with including any Additional
Form 10-D Disclosure on Form 10-D pursuant to this Section.
(B) After
preparing the Form 10-D, the Trustee shall forward electronically a draft copy
of the Form 10-D to the Depositor and the Master Servicer for review. No later
than two (2) Business Days prior to the 15th calendar day after the related
Distribution Date, a duly authorized officer of the Master Servicer shall sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Trustee will follow the procedures set forth
in
Section 3.16(a)(v). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Trustee will make available on its internet
website identified in Section 5.06 a final executed copy of each Form 10-D.
The
signing party for the Master Servicer can be contacted at 000-000-0000. Form
10-D requires the registrant to indicate (by checking "yes" or "no") that it
(1)
has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that
the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the fifth calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D, if the answer to
either question should be "no." The Trustee shall be entitled to rely on the
Depositor’s representations in Section 2.04(vi) in preparing and/or filing any
such Form 10-D. The parties to this Agreement acknowledge that the performance
by the Trustee of its duties under Sections 3.16(a)(i) and (v) related to the
timely preparation and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. It is understood by the parties hereto that the performance
by the Trustee of its duties under this Section 3.16(a)(ii) related to the
timely preparation, execution and filing of Form 10-D is also contingent upon
the Custodian and any subservicers or subcontractors strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-D Disclosure pursuant to the Custodial Agreement or any
other
applicable agreement. The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-D, where such failure results from
the
failure of any party hereto to deliver on a timely basis, any information needed
by the Trustee to prepare, arrange for execution or file such Form
10-D.
(iii) (A)Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), the Trustee shall prepare and
file, on behalf of the Trust, at the direction of the Depositor, any Form 8-K,
as required by the Exchange Act; provided that, the Depositor shall file the
initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall
be, pursuant to the paragraph immediately below, reported by the parties set
forth on Exhibit O to the Trustee and the Depositor and directed and approved
by
the Depositor pursuant to the following paragraph, and the Trustee will have
no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 8-K Disclosure absent such reporting (other than with respect
to
when it is the reporting party as set forth in Exhibit O) and
approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, (i)
no
later than 12:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event the parties set forth in Exhibit O shall be
required pursuant to Section 3.16(a)(iv) below to provide to the Trustee and
the
Depositor, to the extent known, in XXXXX-compatible format, or in such other
form as otherwise agreed upon by the Trustee and the Depositor and such party,
the form and substance of any Form 8-K Disclosure Information, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. The Trustee has no duty under this Agreement to monitor or enforce the
performance by the other parties listed on Exhibit O of their duties under
this
paragraph or to proactively solicit or procure from such parties any Additional
Form 8-K Disclosure Information. The Depositor will be responsible for any
reasonable out-of-pocket expenses incurred by the Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section.
(C) After
preparing the Form 8-K, the Trustee shall forward electronically a draft copy
of
the Form 8-K to the Depositor and the Master Servicer for review. No later
than
the end of business New York City time on the 3rd Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Trustee.
If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
be
amended, the Trustee will follow the procedures set forth in Section 3.16(a)(v).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Trustee will, make available on its internet website identified
in Section 5.06 a final executed copy of each Form 8-K. The signing party for
the Master Servicer can be contacted at 000-000-0000. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 3.16(a)(iii) related to the timely preparation and filing of Form
8-K is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.16(a)(iii). It is
understood by the parties hereto that the performance by the Trustee of its
duties under this Section 3.16(a)(iii) related to the timely preparation,
execution and filing of Form 8-K is also contingent upon the Custodian and
any
subservicers or subcontractors strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trustee of any necessary Form 8-K Disclosure Information
pursuant to the Custodial Agreement or any other applicable agreement. The
Trustee shall have no liability for any loss, expense, damage or claim arising
out of or with respect to any failure to properly prepare and/or timely file
such Form 8-K, where such failure results from the failure of any party hereto
to deliver on a timely basis, any information needed by the Trustee to prepare,
arrange for execution or file such Form 8-K.
(D) On
or
prior to the 90th day after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2008, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
timeframes set forth in this Agreement, (I) an Annual Statement of Compliance
for the Trustee, Master Servicer and any subservicer, as described under Section
3.13, (II)(A) the Assessment of Compliance with Servicing Criteria for the
Master Servicer and each subservicer and subcontractor participating in the
servicing function, the Trustee and the Custodian, as described under Section
3.14, and (B) if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 3.14 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if the Assessment of Compliance of the Master Servicer, the
Trustee or the Custodian described under Section 3.14 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, (III)(A) the registered public
accounting firm Attestation Report for the Master Servicer, the Trustee and
the
Custodian, as described under Section 3.14, and (B) if any registered public
accounting firm Attestation Report described under Section 3.14 identifies
any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm Attestation
Report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included,
and
(IV) a Xxxxxxxx-Xxxxx Certification (“Xxxxxxxx-Xxxxx Certification”) as
described in this Section 3.16 (a)(iii)(D) below. Any disclosure or information
in addition to (I) through (IV) above that is required to be included on Form
10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set
forth on Exhibit O to the Trustee and the Depositor and, pursuant to the
paragraph immediately below, approved by the Depositor, and the Trustee will
have no duty or liability for any failure hereunder to determine or prepare
any
Additional Form 10-K Disclosure absent such reporting (other than with respect
to when it is the reporting party as set forth in Exhibit O) and
approval.
(E) No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit
O shall be required to provide pursuant to Section 3.16(a)(iv) below to the
Trustee and the Depositor, to the extent known, in XXXXX-compatible format,
or
in such other format as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of any Additional Form 10-K Disclosure,
if applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the other parties listed on Exhibit O of their
duties under this paragraph or to proactively solicit or procure from such
parties any Additional Form 10-K Disclosure information. The Depositor will
be
responsible for any reasonable out-of-pocket expenses incurred by the Trustee
in
connection with including any Form 10-K Disclosure Information on Form 10-K
pursuant to this Section.
(F) After
preparing the Form 10-K, the Trustee shall forward electronically a draft copy
of the Form 10-K to the Depositor and the Master Servicer for review. Form
10-K
requires the registrant to indicate (by checking "yes" or "no") that it (1)
has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the fifteenth calendar day of March in any year in
which the Trust is subject to the reporting requirements of the Exchange Act,
if
the answer to either question should be "no." The Trustee shall be entitled
to
rely on the Depositor’s representations in Section 2.04(vi) in preparing and/or
filing any such Form 10-K. No
later than 12:00 p.m. New York City time on the 4th Business Day prior to the
10-K Filing Deadline, a senior officer of the Master Servicer in charge of
the
servicing function shall sign the Form 10-K and return an electronic or fax
copy
of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if
a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 3.16(a)(v). Promptly (but no later than one
(1)
Business Day) after filing with the Commission, the Trustee will make available
on its internet website identified in Section 5.06 a final executed copy of
each
Form 10-K. The signing party for the Master Servicer can be contacted at
000-000-0000. The parties to this Agreement acknowledge that the performance
by
the Trustee of its duties under Section 3.16(a)(iv) related to the timely
preparation and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under
Section 3.13 and Section 3.14. It is understood by the parties hereto that
the
performance by the Trustee of its duties under this Section 3.16(a)(iii) related
to the timely preparation, execution and filing of Form 10-K is also contingent
upon the Custodian and any subservicer or subcontractor strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Trustee of any necessary
Additional Form 10-K Disclosure, any annual statement of compliance and any
assessment of compliance and attestation pursuant to the Custodial Agreement
or
any other applicable agreement. The Trustee shall have no liability for any
loss, expense, damage or claim arising out of or with respect to any failure
to
properly prepare and/or timely file such Form 10-K, where such failure results
from the failure of any party hereto to deliver on a timely basis, any
information needed by the Trustee to prepare, arrange for execution or file
such
Form 10-K.
(G) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee shall,
and the Master Servicer shall cause any subservicer or subcontractor engaged
by
it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
“Certifying Person”), by March 15 of each year in which the Trust is subject to
the reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a “Back-Up Certification”),
in the form attached hereto as Exhibit K, upon which the Certifying Person,
the
entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely; provided, however, that the
Trustee shall not be required to undertake an analysis of any accountant’s
report attached as an exhibit to the Form 10-K. The senior officer of
the Master Servicer shall serve as the Certifying Person on behalf of the Trust.
Such officer of the Certifying Person can be contacted at
000-000-0000.
In
the event the Trustee is terminated
or resigns pursuant to the terms of this Agreement or any subcontractor or
subservicer is terminated pursuant to the related servicing agreement, the
Trustee, subcontractor or subservicer, as applicable, shall provide a Back-Up
Certification to the Certifying Person pursuant to this Section 3.16(a)(iii)
with respect to the period of time it was subject to this Agreement or the
related servicing agreement, as applicable.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
P, the Trustee’s obligation to include such Additional Information in the
applicable Exchange Act report is subject to receipt from the entity that is
indicated in Exhibit O as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
3.16(a)(i) through (iii) above. Each of the Master Servicer, Seller, and
Depositor hereby agree to notify and provide (to the extent known) to the
Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
with respect to which such party is indicated in Exhibit O as the responsible
party for providing that information. Within five Business Days prior to each
Distribution Date occurring in any year that the Trust is subject to the
Exchange Act reporting requirements, the Depositor shall make available to
the
Trustee the Significance Estimate and the Trustee shall use such information
to
calculate the Significance Percentage. The Trustee shall provide the
Significance Percentage to the Depositor by the later of the Distribution Date
or three (3) Business Days after the receipt of the Significance Estimate from
the Depositor. If the Significance Percentage meets either of the threshold
levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Trustee
shall deliver written notification to the Depositor and the Swap Provider to
that effect. The Trustee shall request from the Depositor and the Depositor
shall deliver to the Trustee any information that the Swap Provider delivered
to
the Depositor as required under Regulation AB, to the extent required under
the
Swap Agreement. The Depositor shall be obligated to provide to the Trustee
(no
later than, in the case of Form 10-D, the seventh calendar day after the
Distribution Date and in the case of Form 10-K, March 15th in any
year in
which a Form 10-K is filed for the Trust) any information that may be required
to be included in any Form 10-D, Form 8-K or Form 10-K or written notification
instructing the Trustee that such Additional Disclosure regarding the Swap
Provider is not necessary for such Distribution Date. The Master Servicer shall
be responsible for determining the pool concentration applicable to any
subservicer or originator at any time.
(v) (A)On
or
prior to January 30 of the first year in which the Trustee is able to do so
under applicable law, the Trustee shall file a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In
the
event that the Trustee is unable to timely file with the Commission all or
any
required portion of any Forms 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered
to it
or delivered to it after the delivery deadlines set forth in this Agreement
or
for any other reason, the Trustee will immediately notify the Depositor and
the
Master Servicer. In the case of Forms 10-D and 10-K, the Depositor, Master
Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a
10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.
In
the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Forms 8-K, 10-D or 10-K needs to be amended, the Trustee will
notify the Depositor and the Master Servicer and such parties will cooperate
to
prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any
amendment to Forms 8-K, 10-D or 10-K shall be signed by a senior officer of
the
Master Servicer. The Depositor and Master Servicer acknowledge that the
performance by the Trustee of its duties under this Section 3.16(a)(vi) related
to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
to Forms 8-K, 10-D or 10-K is contingent upon the Master Servicer and the
Depositor performing their duties under this Section. The Trustee shall have
no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
the failure of any party hereto to deliver on a timely basis, any information
needed by the Trustee to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with
the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 3.16; provided, however, the Trustee shall
cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Exchange
Act. Copies of all reports filed by the Trustee under the Exchange Act shall
be
sent to: the Depositor c/o Bear, Xxxxxxx & Co. Inc., Attn: Managing Director
Analysis and Control, Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000-0000.
Fees and expenses incurred by the Trustee in connection with this Section 3.16
shall not be reimbursable from the Trust Fund. Each of the other parties to
this
Agreement shall deliver to the Trustee any and all items required to be
delivered by such party pursuant to this Agreement, in Microsoft Word format
(or
other word processing format that is acceptable to the Trustee) for electronic
filing via the XXXXX system. The Trustee agrees to notify each party upon
becoming aware that the document is not in Microsoft Word format (or other
word
processing format that is xxxxx-compatible).
(b) The
Trustee shall indemnify and hold harmless, the Depositor and the Master Servicer
and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Trustee’s obligations under Sections 3.13, 3.14 and 3.16 or
the Trustee’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trustee shall indemnify and hold harmless the
Depositor and the Master Servicer and each of their officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any Back-Up Certification,
the Annual Statement of Compliance, the Assessment of Compliance, any Additional
Disclosure or other information provided by the Trustee pursuant to Section
3.13, 3.14 and 3.16 (the “Trustee Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Trustee
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Trustee Information or any portion
thereof is presented together with or separately from such other
information.
(c) The
Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Depositor under Section 3.13, Section 3.14 and Section 3.16
or the Depositor’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Depositor shall indemnify and hold harmless the
Trustee and each of its officers, directors and affiliates from and against
any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Additional Disclosure or other information provided by
the
Depositor pursuant to Section 3.16 (the “Depositor Information”), or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that clause (ii) of this paragraph shall be construed solely
by
reference to the Depositor Information and not to any other information
communicated in connection with the Certificates, without regard to whether
the
Depositor Information or any portion thereof is presented together with or
separately from such other information.
(d) The
Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
and their respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon a breach of the obligations of the Master Servicer under Section
3.13, Section 3.14 and Section 3.16 or the Master Servicer’s negligence, bad
faith or willful misconduct in connection therewith. In addition, the Master
Servicer shall indemnify and hold harmless the Trustee and the Depositor and
each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Xxxxxxxx-Xxxxx Certification, the Annual Statement of
Compliance, the Assessment of Compliance, any Additional Disclosure or other
information provided by the Master Servicer pursuant to Section 3.13, 3.14
and
3.16 (the “Master Servicer Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Master
Servicer Information and not to any other information communicated in connection
with the Certificates, without regard to whether the Master Servicer Information
or any portion thereof is presented together with or separately from such other
information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, the Depositor or the Trustee, as applicable,
then
the defaulting party, in connection with a breach of its respective obligations
under Section 3.13, Section 3.14 and Section 3.16 or its respective negligence,
bad faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of
the
losses, claims, damages or liabilities of the other party in such proportion
as
is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
(e) Nothing
shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form
10-K
or any certification contained therein. Furthermore, the inability of the
Trustee to file a Form 10-K as a result of the lack of required information
as
set forth in Section 3.16(a) or required signatures on such Form 10-K or any
certification contained therein shall not be regarded as a breach by the Trustee
of any obligation under this Agreement.
(f) Notwithstanding
the provisions of Section 11.01, this Section 3.16 may be amended without the
consent of the Certificateholders.
Section
3.17 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14
and
3.16 of this Agreement is to facilitate compliance by the Seller and the
Depositor with the provisions of Regulation AB. Therefore, each of the parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent with
any such amendments, interpretive advice or guidance provided by the Commission
in respect of the requirements of Regulation AB, (c) the parties shall comply
with reasonable requests made by the Seller, the Trustee or the Depositor for
delivery of additional or different information as the Seller, the Trustee
or
the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall be
required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
Section
3.18 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
3.19 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
Delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase any such Mortgage Loan or REO Property from the Trust
at a
price equal to the Purchase Price; provided however (i) that such Mortgage
Loan
is still 90 days or more Delinquent or is an REO Property as of the date of
such
purchase and (ii) this purchase option, if not theretofore exercised, shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more Delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by EMC to a third party, including a holder of a Class of
Certificates.
In
addition, EMC may, at its option, purchase any Mortgage Loan from the
Trust for which the first Scheduled Payment due to the Trust after the
Closing Date becomes thirty (30) days past due; provided, however, such
Mortgage Loan was purchased by EMC or one of its affiliates from an
originator pursuant to a loan purchase agreement that obligated such seller
to repurchase such Mortgage Loan if one or more Scheduled Payments becomes
30 or
more days delinquent (and such originator has agreed to repurchase
such Mortgage Loan); provided, further, that such optional purchase shall be
exercised no later than the 270th day after such Mortgage Loan is
subject to such originator's repurchase obligation. Such purchase shall be
made at a price equal to the Purchase Price.
If
at any
time EMC remits to the Master Servicer a payment for deposit in the Protected
Account covering the amount of the Purchase Price for such a Mortgage Loan,
and
EMC provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Protected
Account, then the Trustee shall execute the assignment of such Mortgage Loan
prepared and delivered to the Trustee, at the request of EMC, without recourse,
representation or warranty, to EMC which shall succeed to all the Trustee’s
right, title and interest in and to such Mortgage Loan, and all security and
documents relative thereto. Such assignment shall be an assignment outright
and
not for security. EMC will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section
3.20 Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Scheduled Payments or Stated Principal Balances that were made by the Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
and
any Successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.20 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor under
the terms of the related Mortgage Note and Mortgage, to the extent permitted
by
applicable law.
Section
3.21 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) Pursuant
to the Swap Administration Agreement, the Supplemental Interest Trust shall
be
established and maintained in the name of the Supplemental Interest Trust
Trustee, as a separate trust, the corpus of which shall be held by the
Supplemental Interest Trust Trustee, for the benefit of the Holders of the
Class
A Certificates and Class M Certificates and the Swap Provider. The Supplemental
Interest Trust shall hold the Swap Agreement, the Swap Administration Agreement,
REMIC VI Regular Interest IO, the Swap Collateral Account and the Swap Account.
The Swap Account shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including, without limitation, other moneys of the Trustee held
pursuant to this Agreement. Amounts in the Swap Account shall, at the direction
of the Majority Class CE Certificateholder, be invested in Permitted Investments
that mature no later than the Business Day prior to the next succeeding
Distribution Date. All net income and gain from such investments shall be
distributed to the Class CE Certificateholders, on a pro rata basis,
not as a distribution in respect of any interest in any REMIC, on such
Distribution Date. In the absence of written instructions to the Trustee,
amounts on deposit in the Swap Account shall remain uninvested. All amounts
earned on amounts on deposit in the Swap Account shall be taxable to the Class
CE Certificateholders. Any losses on such investments shall be deposited in
the
Swap Account by the Majority Class CE Certificateholder out of its own funds
immediately as realized, on a pro rata basis. In performing its duties hereunder
and under the Swap Agreement and Swap Administration Agreement, the Supplemental
Interest Trust Trustee shall be entitled to the same rights, protections and
indemnities as provided to the Trustee hereunder.
(b) On
or
before the Closing Date, the Trustee shall establish a Reserve Fund on behalf
of
the Holders of the Certificates. On the Closing Date, the Depositor shall cause
an amount equal to the Reserve Fund Deposit to be deposited into the Reserve
Fund. The Reserve Fund must be an Eligible Account. The Reserve Fund shall
be
entitled “Reserve Fund, LaSalle Bank National Association as Trustee for the
benefit of holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE5”. The Trustee shall deposit in the Reserve Fund
all payments received from the Swap Administrator that are payable to the Trust
Fund pursuant to the Swap Administration Agreement. On each Distribution Date
the Trustee shall remit such amounts received from the Swap Administrator to
the
Holders of the Class A Certificates and Class M Certificates in the manner
provided in clause (d) below. In addition, on each Distribution Date as to
which
there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of
Class A Certificates and/or Class M Certificates, the Trustee shall deposit
the
amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4)
into
the Reserve Fund, and the Trustee has been directed by the Class CE
Certificateholders to distribute any amounts then on deposit in the Reserve
Fund
to the Holders of the Class A and/or Class M Certificates in respect of the
Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities
set forth in clauses (C) and (D) of Section 5.04(a)(4). Any amount paid to
the
Holders of Class A Certificates and/or Class M Certificates from amounts
distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4) pursuant
to
the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
shall be treated as distributed to the Class CE Certificateholders in respect
of
the Class CE Certificates and paid by the Class CE Certificateholders to the
Holders of the Class A Certificates and/or Class M Certificates. Any payments
to
the Holders of the Class A Certificates and/or Class M Certificates in respect
of Basis Risk Shortfall Carry Forward Amounts, whether pursuant to the second
preceding sentence or pursuant to clause (d) below, shall not be payments with
respect to a Regular Interest in a REMIC within the meaning of Section
860G(a)(1) of the Code.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event and other than to the extent
already paid by the Swap Administrator on behalf of the Supplemental Interest
Trust Trustee from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) payable by the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, to the Swap Provider pursuant to the Swap
Agreement shall be deducted from Interest Funds, and to the extent of any such
remaining amounts due, from Principal Funds, prior to any distributions to
the
Certificateholders. On or before each Distribution Date, such amounts shall
be
remitted to the Swap Administrator, and deposited into the Swap Account, first
to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap
Agreement for such Distribution Date and for prior Distribution Dates, if any,
and second to make any Swap Termination Payment (not due to a Swap Provider
Trigger Event and other than to the extent already paid by the Swap
Administrator on behalf of the Supplemental Interest Trust Trustee from any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date and for prior Distribution Dates, if any. For federal income tax purposes,
such amounts paid to the Supplemental Interest Trust on each Distribution Date
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC VI Regular Interest IO to the extent of the amount distributable on such
REMIC VI Regular Interest IO on such Distribution Date, and any remaining amount
shall be deemed paid to the Supplemental Interest Trust in respect of a Class
IO
Distribution Amount. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
be
subordinated to distributions to the Holders of the Class A Certificates and
Class M Certificates and shall be paid as set forth under Section 5.04(a)(4).
In
addition, the Swap Administrator shall remit to the Swap Provider any Swap
Optional Termination Payment paid as part of the Mortgage Loan Purchase Price
and remitted to the Supplemental Interest Trust pursuant to Section
10.01.
(d) On
or
before each Distribution Date, Net Swap Payments payable by the Swap Provider
pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, will be deposited by the Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Trustee for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund to
distribute to the Class A Certificates and Class M Certificates in the following
order of priority:
(i) first,
to each Class of Class A Certificates, on a pro rata basis, to pay
Current Interest and any Interest Carry Forward Amount to the extent due to
the
interest portion of a Realized Loss with respect to the related Mortgage Loans,
in each case to the extent not fully paid pursuant to Section
5.04(a)(1);
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, to pay
Current Interest to the extent not fully paid pursuant to Section 5.04(a)(1)
and
any Interest Carry Forward Amount, in each case to the extent due to the
interest portion of a Realized Loss;
(iii) third,
to pay first, to each Class of Class A Certificates, on a pro rata
basis, based on the amount of Basis Risk Shortfall Carry Forward Amount for
each
such Class, and second, sequentially to the Class X-0, Xxxxx X-0, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that order, any Basis Risk Shortfall Carry Forward Amounts
for
such Distribution Date; and
(iv) fourth,
to pay as principal to the Class A Certificates and Class M Certificates to
be
applied as part of the Extra Principal Distribution Amount payable under Section
5.04(a)(2) to the extent that the Overcollateralization Amount is reduced below
the Overcollateralization Target Amount, as a result of Realized Losses and
to
the extent not paid by Excess Spread pursuant to Section 5.04(a)(4) for such
Distribution Date. For the avoidance of doubt, any amounts distributable
pursuant to this clause (iv) shall be limited to rebuilding
overcollateralization to the extent overcollateralization has been reduced
through Realized Losses.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Class CE Certificateholders shall be the
beneficial owner of the Reserve Fund, on a pro rata basis, subject to
the power of the Trustee to transfer amounts under Section 5.04. Amounts in
the
Reserve Fund shall, at the direction of the Majority Class CE Certificateholder,
be invested in Permitted Investments that mature no later than the Business
Day
prior to the next succeeding Distribution Date. All net income and gain from
such investments shall be distributed to the Class CE Certificateholders, on
a
pro rata basis, not as a distribution in respect of any interest in any
REMIC, on such Distribution Date. In the absence of written instructions to
the
Trustee, amounts on deposit in the Reserve Fund shall remain uninvested. All
amounts earned on amounts on deposit in the Reserve Fund shall be taxable to
the
Class CE Certificateholders. Any losses on such investments shall be deposited
in the Reserve Fund by the Class CE Certificateholders out of their own funds
immediately as realized on a pro rata basis. Any amounts remaining on
deposit in the Reserve Fund following the termination of the Trust Fund pursuant
to Section 10.01(a) and the final distribution to Certificateholders in
accordance with Section 10.02 on the final Distribution Date shall be
distributed to the Class CE Certificateholders, on a pro rata basis, not as
a
distribution in respect of any interest in any REMIC, on such Distribution
Date.
The Swap Account, which is created and maintained by the Swap Administrator
pursuant to the Swap Administration Agreement, is an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h) and shall not
be
an asset of any REMIC created hereunder. The beneficial owner of the Swap
Account is identified, and other matters relating to the Swap Account are
addressed, in the Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Certificates (other than the Class P, Class
CE and Class R Certificates) as having entered into a notional principal
contract with respect to the Holders of the Class CE Certificates. Pursuant
to
each such notional principal contract, all Holders of Certificates (other than
the Class P, Class CE and Class R Certificates) shall be treated as having
agreed to pay, on each Distribution Date, to the Holders of the Class CE
Certificates an aggregate amount equal to the excess, if any, of (i) the amount
payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated on a pro rata basis among such
Certificates based on the excess of, with respect to each such Certificate,
(i)
the amount of interest otherwise payable to the REMIC III Regular Interest
relating to such Certificate over (ii) the amount of interest payable to such
Certificate at a per annum rate equal to the related Net Rate Cap, and a Class
IO Distribution Amount payable from principal collections shall be allocated
to
the most subordinate Class of Certificates (other than the Class P Certificates
and the Class R Certificates) with an outstanding principal balance to the
extent of such balance. In addition, pursuant to such notional principal
contract, the Holders of the Class CE Certificates shall be treated as having
agreed to pay Basis Risk Shortfall Carry Forward Amounts to the Holders of
the
Certificates (other than the Class CE, Class P and Class R Certificates) in
accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1). However, any payment from the Certificates
(other than the Class CE, Class P and Class R Certificates) of a Class IO
Distribution Amount shall be treated for tax purposes as having been received
by
the Holders of such Certificates in respect of their interests in REMIC III
and
as having been paid by such Holders to the Holders of the Class CE Certificates
pursuant to the notional principal contract. Thus, each Certificate (other
than
the Class P Certificates and Class R Certificates) shall be treated as
representing not only ownership of Regular Interests in a REMIC, but also
ownership of an interest in, and obligations with respect to, a notional
principal contract.
(g) Upon
a
Swap Early Termination other than in connection with the Optional Termination
of
the Trust, the Swap Administrator, pursuant to the Swap Administration
Agreement, shall use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Swap Agreement, with a successor swap provider meeting all applicable
eligibility requirements. If the Swap Administrator receives a Swap Termination
Payment from the Swap Provider in connection with such Swap Early Termination,
the Swap Administrator will apply such Swap Termination Payment to any upfront
payment required to appoint the successor swap provider. If the Swap
Administrator is required to pay a Swap Termination Payment to the Swap Provider
in connection with such Swap Early Termination, the Swap Administrator will
apply any upfront payment received from the successor swap provider to pay
such
Swap Termination Payment. If the Swap Administrator is unable to appoint a
successor swap provider within 30 days of the Swap Early Termination, then
the
Swap Administrator will deposit any Swap Termination Payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent distribution date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Swap Administrator by the
original Swap Provider calculated in accordance with the terms of the original
Swap Agreement, and distribute such amount to the Holders of the Class A
Certificates and Class M Certificates or for such other purpose specified in
the
Swap Administration Agreement in accordance with the terms thereof.
(h) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Swap Agreement (including, without limitation, its obligation to make any
payment or transfer collateral), or breaches any of its representations and
warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall, provided the Supplemental Interest Trust Trustee has actual
knowledge of such failure, breach or occurrence by the Swap Provider,
immediately, but no later than the next Business Day following such failure,
breach, or occurrence, notify the Depositor and send any notices and make any
demands, on behalf of the Supplemental Interest Trust, in accordance with the
Swap Agreement.
(i) In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
third party the “Guarantor”), then to the extent that the Swap Provider fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Swap Agreement, the Supplemental Interest Trust
Trustee shall, as soon as practicable, but no later than two (2) Business Days
after the Swap Provider’s failure to pay, demand that the Guarantor make any and
all payments then required to be made by the Guarantor pursuant to such
Guaranty. The Swap Provider or the Depositor shall promptly provide the
Supplemental Interest Trust Trustee with a copy of such Guaranty; provided
that,
the Supplemental Interest Trust Trustee shall in no event be liable for any
failure or delay in the performance by the Swap Provider or any Guarantor of
its
obligations hereunder or pursuant to the Swap Agreement and the Guaranty, nor
for any special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits) in connection
therewith.
(j) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the replacement interest rate swap agreement to the
Depositor.
Section
3.22 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A Certificates or Class M Certificates.
In
the
event that any Class A Certificate or Class M Certificate is resecuritized
in a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC III Regular Interest corresponding to such Class A
Certificate or Class M Certificate shall, for the avoidance of doubt, be deemed
to include the related Class IO Distribution Amount, and (ii) to the extent
provided in the operative documents for the Resecuritization REMIC, (a) payments
on the “regular interests” issued by the Resecuritization REMIC shall be deemed
to include in the aggregate such Class IO Distribution Amount, and (b) such
Class IO Distribution Amount shall be deemed paid to the Holders of the Class
CE
Certificates pursuant to a notional principal contract entered into by the
holders of one or more “regular interests” issued by the Resecuritization REMIC
(“Resecuritization Holders”) and the Holders of the Class CE Certificates. In
such event, Class IO Distribution Amounts deemed paid by Resecuritization
Holders under clause (b) of the immediately preceding sentence shall be paid
on
behalf of such holders pursuant to Section 3.21(c) hereof.
Section
3.23 Advancing
Facility.
(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
with the consent of the Master Servicer in the case of the Trustee and, in
each
case, with notice to the Rating Agencies, is hereby authorized to enter into
a
facility (the “Advancing Facility”) with any Person which provides that such
Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
the Trust Fund under this Agreement, although no such facility shall reduce
or
otherwise affect the Master Servicer’s obligation to fund such Advances and/or
Servicing Advances. If the Master Servicer enters into such an Advancing
Facility pursuant to this Section 3.23, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, confirming its
receipt of notice of the existence of such Advancing Facility. To the extent
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trustee with notice acknowledged by the Master Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.23(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advancing Facility that entitle the Advancing Person to request
reimbursement from the Trustee, rather than the Master Servicer, and include
the
Master Servicer’s acknowledgment thereto or proof of an Event of Default under
the Advancing Facility. The Trustee shall have no duty or liability with respect
to any calculation of any reimbursement to be paid to an Advancing Person and
shall be entitled to rely without independent investigation on the Advancing
Person’s notice provided pursuant to this Section 3.23. An Advancing Person
whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a Master
Servicer or a subservicer pursuant to Section 8.02 hereof and will not be deemed
to be a subservicer under this Agreement.
(b) If
an
Advancing Facility is entered into, then the Master Servicer shall not be
permitted to reimburse itself therefor under Section 4.02(a)(ii), Section
4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 4.02. The Trustee is hereby
authorized to pay to the Advancing Person, reimbursements for Advances and
Servicing Advances from the Distribution Account to the same extent the Master
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii)
or Section 4.02(a)(v), as the case may be, had the Master Servicer itself funded
such Advance or Servicing Advance. The Trustee is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.23 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advancing Facility
as
described generally in this Section 3.23, including amendments to add provisions
relating to a Successor Master Servicer, may be entered into by the Trustee
and
the Master Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
ACCOUNTS
Section
4.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Master Servicer shall make reasonable efforts in accordance with customary
and
usual standards of practice of prudent mortgage lenders in the respective states
in which the Mortgaged Properties are located to collect all payments called
for
under the terms and provisions of the Mortgage Loans to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any related Required Insurance Policy. Consistent with the foregoing, the
Master Servicer may in its discretion (i) waive any late payment charge and
(ii)
extend the due dates for payments due on a Mortgage Note for a period not
greater than 125 days. In the event of any such arrangement, the Master Servicer
shall make Advances on the related Mortgage Loan during the scheduled period
in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements, and shall be entitled
to
reimbursement therefor in accordance with Section 5.01. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In addition, if a Mortgage Loan is in default
or
such default is reasonably foreseeable, the Master Servicer may waive, modify
or
vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor, including without limitation, to (1) capitalize any amounts owing
on
the Mortgage Loan by adding such amount to the outstanding principal balance
of
the Mortgage Loan, (2) defer such amounts to a later date or the final payment
date of such Mortgage Loan, (3) extend the maturity of any such Mortgage Loan,
(4) amend the related Mortgage Note to reduce the related Mortgage Rate with
respect to any Mortgage Loan, (5) convert the Mortgage Rate on any Mortgage
Loan
from a fixed rate to an adjustable rate or vice versa, (6) with respect to
a
Mortgage Loan with an initial fixed rate period followed by an adjustable rate
period, extend the fixed period and reduce the adjustable rate period, and/or
(7) forgive the amount of any interest and principal owed by the related
Mortgagor; provided that, in the Master Servicer’s reasonable and prudent
determination, such waiver, modification, postponement or indulgence: (A) is
not
materially adverse to the interests of the Certificateholders on a present
value
basis using reasonable assumptions (including taking into account any estimated
Realized Loss that might result absent such action); and (B) does not amend
the
related Mortgage Note to extend the maturity thereof later than the date of
the
Latest Possible Maturity Date; provided, further, with respect to any Mortgage
Loan that is not in default or if default is not reasonably foreseeable, unless
the Master Servicer has provided to the Trustee a certification addressed to
the
Trustee, based on the advice of counsel or certified public accountants that
have a national reputation with respect to taxation of REMICs that a
modification of such Mortgage Loan will not result in the imposition of taxes
on
or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V or REMIC VI, the Master Servicer shall not permit any modification
with
respect to any Mortgage Loan.
In
connection with any such Servicing Modification, the Master Servicer may
reimburse itself from the Trust for any outstanding Advances and Servicing
Advances at the time of the modification to the extent that such related
Advances or Servicing Advances are reimbursable to the Master Servicer and
to
the extent of Principal Funds in the Protected Account for the related
Distribution Date. Any such reimbursement shall occur during the same calendar
month as the Servicing Modification, to the extent such Advance or Servicing
Advance is forgiven, and any such reimbursement will be treated as a Realized
Loss which will be incurred on the Distribution Date related to the calendar
month during which the Servicing Modification occurred. To the extent Advances
and Servicing Advances or other amounts owed the Master Servicer are
capitalized, the Master Servicer may reimburse itself from such arrearages
on a
first priority basis to the extent of Principal Funds for the related
Distribution Date.
(b) The
Master Servicer shall not waive (or permit a sub-servicer to waive) any
Prepayment Charge unless: (i) the enforceability thereof shall have been limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action
if
the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated
in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates
to a default or a reasonably foreseeable default and would, in the reasonable
judgment of the Master Servicer, maximize recovery of total proceeds taking
into
account the value of such Prepayment Charge and the related Mortgage Loan.
If a
Prepayment Charge is waived, but does not meet the standards described above,
then the Master Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the Class P Certificates, by remitting such amount
to
the Trustee by the Distribution Account Deposit Date.
(c) The
Master Servicer shall establish and maintain a Protected Account (which shall
at
all times be an Eligible Account) with a depository institution in the name
of
the Master Servicer for the benefit of the Trustee on behalf of the
Certificateholders and designated “EMC Mortgage Corporation, as Master Servicer,
for the benefit of LaSalle Bank National Association, in trust for registered
Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2007-HE5”. The Master Servicer shall deposit or cause to be
deposited into the Protected Account on a daily basis within two Business Days
of receipt and identification, except as otherwise specifically provided herein,
the following payments and collections remitted by subservicers or received
by
it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date) and the following amounts required to be deposited
hereunder:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest on the Mortgage Loans net of the Servicing
Fee
permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, other than
proceeds to be applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(iv) any
amount required to be deposited by the Master Servicer pursuant to Section
4.01(c) in connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.05;
(vi) any
Prepayment Charges collected on the Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for remittance by the Master Servicer into the Protected
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees, if collected, need not be remitted by the Master
Servicer. In the event that the Master Servicer shall remit any amount not
required to be remitted and not otherwise subject to withdrawal pursuant to
Section 4.02, it may at any time withdraw or direct the institution maintaining
the Protected Account, to withdraw such amount from the Protected Account,
any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Protected Account, that describes the amounts deposited in
error
in the Protected Account. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. Reconciliations
will be prepared for the Protected Account within 45 calendar days after the
bank statement cut-off date. All funds deposited in the Protected Account shall
be held in trust for the Certificateholders until withdrawn in accordance with
Section 4.02.
(d) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Master Servicer, in Permitted
Investments which shall mature not later than the Distribution Account Deposit
Date and shall not be sold or disposed of prior to its maturity. All such
Permitted Investments shall be made in the name of the Trustee, for the benefit
of the Certificateholders. All income and gain net of any losses realized from
any such investment shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The amount
of any losses incurred in the Protected Account in respect of any such
investments shall be deposited by the Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(e) The
Master Servicer shall give at least 30 days advance notice to the Trustee,
the
Sellers, each Rating Agency and the Depositor of any proposed change of location
of the Protected Account prior to any change thereof.
Section
4.02 Permitted
Withdrawals From the Protected Account.
(a) The
Master Servicer may from time to time make withdrawals from the Protected
Account for the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Master
Servicer), as servicing compensation in accordance with Section 3.10, that
portion of any payment of interest that equals the Servicing Fee for the period
with respect to which such interest payment was made, and, as additional
servicing compensation, those other amounts set forth in Section
3.10;
(ii) to
reimburse the Master Servicer for Advances made by it with respect to the
related Mortgage Loans; provided, however, that the Master Servicer’s right of
reimbursement pursuant to this subclause (ii) shall be limited to amounts
received on particular Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
represent late recoveries of payments of principal and/or interest on such
particular Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to
reimburse the Master Servicer for any previously made portion of a Servicing
Advance or an Advance made by the Master Servicer that, in the good faith
judgment of the Master Servicer, will not be ultimately recoverable by it from
the related Mortgagor, any related Liquidation Proceeds, Insurance Proceeds
or
otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to
clause (ii) or clause (v);
(iv) to
reimburse the Master Servicer from Insurance Proceeds for Insured Expenses
covered by the related Insurance Policy;
(v) to
pay
the Master Servicer any unpaid Servicing Fees and to reimburse it for any
unreimbursed Servicing Advances, provided, however, that the Master Servicer’s
right to reimbursement for Servicing Advances pursuant to this subclause (v)
with respect to any Mortgage Loan shall be limited to amounts received on
particular Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
Insurance Proceeds, Subsequent Recoveries and purchase and repurchase proceeds)
that represent late recoveries of the payments for which such Servicing Advances
were made;
(vi) to
pay to
the Seller, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.19 of this
Agreement, all amounts received thereon and not taken into account in
determining the related Stated Principal Balance of such repurchased Mortgage
Loan;
(vii) to
pay
any expenses recoverable by the Master Servicer pursuant to Section 7.04 of
this
Agreement;
(viii) to
withdraw pursuant to Section 4.01 any amount deposited in the Protected Account
and not required to be deposited therein;
(ix) to
reimburse the Master Servicer for any unreimbursed Capitalization Reimbursement
Amount; and
(x) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 10.01 hereof.
In
addition, no later than 10:00 a.m. Eastern time on the Distribution Account
Deposit Date, the Master Servicer shall withdraw from the Protected Account
and
remit to the Trustee the amount of Interest Funds (without taking into account
any reduction in the amount of Interest Funds attributable to the application
of
clause (c) of the definition thereof contained in Article I of this Agreement)
and Principal Funds collected, to the extent on deposit, and the Trustee shall
deposit such amount in the Distribution Account. In addition, on or before
the
Distribution Account Deposit Date, the Master Servicer shall remit to the
Trustee for deposit in the Distribution Account any Advances or any payments
of
Compensating Interest required to be made by the Master Servicer with respect
to
the Mortgage Loans. Furthermore, on each Distribution Account Deposit Date,
the
Master Servicer shall remit to the Trustee all Prepayment Charges collected
by
the Master Servicer with respect to the Mortgage Loans during the related
Prepayment Period. If the Master Servicer fails to remit any funds due by the
time designated herein, the Master Servicer shall pay to the Trustee, out of
its
own funds, interest accrued at the prime rate as set forth in the Wall Street
Journal, from and including the applicable due date, to but excluding the day
such funds are paid to the Trustee.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Protected Account pursuant to subclauses (i), (ii), (iv), (v), (vi) and (vii)
above. Prior to making any withdrawal from the Protected Account pursuant to
subclause (iii), the Master Servicer shall deliver to the Trustee an Officer’s
Certificate of a Servicing Officer indicating the amount of any previous Advance
or Servicing Advance determined by the Master Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loan(s), and their respective
portions of such Nonrecoverable Advance.
Section
4.03 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each Mortgage Loan, to the extent required by the related Mortgage
Note, the Master Servicer shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Master Servicer to compel
a
Mortgagor to establish an Escrow Account in violation of applicable
law.
Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Master Servicer
out
of related collections for any payments made with respect to each Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.05 (with respect to hazard insurance), to refund to
any
Mortgagors for any Mortgage Loans any sums as may be determined to be overages,
to pay interest, if required by law or the terms of the related Mortgage or
Mortgage Note, to such Mortgagors on balances in the Escrow Account or to clear
and terminate the Escrow Account at the termination of this Agreement in
accordance with Section 10.01 thereof. The Escrow Account shall not be a part
of
the Trust Fund.
Section
4.04 Distribution
Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Certificateholders, the Distribution Account as a segregated trust
account or accounts.
(b) All
amounts deposited to the Distribution Account shall be held by the Trustee
in
the name of the Trustee in trust for the benefit of the Certificateholders
in
accordance with the terms and provisions of this Agreement.
(c) The
Distribution Account shall constitute an Eligible Account of the Trust Fund
segregated on the books of the Trustee and held by the Trustee and the
Distribution Account and the funds deposited therein shall not be subject to,
and shall be protected from, all claims, liens, and encumbrances of any
creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person,
the
Business Day preceding such Distribution Date. All investment earnings on
amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The Trustee
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there
is
any loss on a Permitted Investment or demand deposit, the Trustee shall deposit
the amount of the loss from its own funds in the Distribution Account not later
than the applicable Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders. With respect to the
Distribution Account and the funds deposited therein, the Trustee shall take
such action as may be necessary to ensure that the Certificateholders shall
be
entitled to the priorities afforded to such a trust account (in addition to
a
claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and
applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking
corporations.
Section
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will make or cause to be made such withdrawals or transfers from the
Distribution Account for the following purposes:
(i) to
reimburse the Trustee, the Supplemental Interest Trust Trustee or the Swap
Administrator for expenses, costs and liabilities incurred by or reimbursable
to
it pursuant to this Agreement;
(ii) to
pay
investment income to the Trustee;
(iii) to
remove
amounts deposited in error;
(iv) to
make
distributions to the Swap Administrator for payment to the Swap Provider as
provided in this Agreement; and
(v) to
clear
and terminate the Distribution Account pursuant to Section 10.01.
(b) On
each
Distribution Date, the Trustee shall distribute Interest Funds and Principal
Funds in the Distribution Account to the Holders of the Certificates in
accordance with Section 5.04.
Section
4.06 Class
P Certificate Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Class P Certificateholders, the Class P Certificate Account as a
segregated trust account or accounts.
(b) On
the
Closing Date, the Depositor will deposit, or cause to be deposited in the Class
P Certificate Account, an amount equal to $100. All amounts deposited to the
Class P Certificate Account shall be held by the Trustee in the name of the
Trustee in trust for the benefit of the Class P Certificateholders in accordance
with the terms and provisions of this Agreement. The amount on deposit in the
Class P Certificate Account shall be held uninvested.
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01 Advances.
The
Master Servicer shall, or shall cause the related subservicer pursuant to the
Subservicing Agreement to, make an Advance (other than any balloon payments)
and
deposit such Advance in the Protected Account. Each such Advance shall be
remitted to the Distribution Account no later than 10:00 a.m. Eastern time
on
the Distribution Account Deposit Date in immediately available funds. The Master
Servicer shall be obligated to make any such Advance only to the extent that
such advance would not be a Nonrecoverable Advance. If the Master Servicer
shall
have determined that it has made a Nonrecoverable Advance or that a proposed
Advance or a lesser portion of such Advance would constitute a Nonrecoverable
Advance, the Master Servicer shall deliver (i) to the Trustee for the benefit
of
the Certificateholders the portion of such Advance that is not deemed
Nonrecoverable, if applicable, and (ii) to the Depositor, each Rating Agency,
and the Trustee an Officer’s Certificate setting forth the basis for such
determination. Subject to the Master Servicer’s recoverability determination, in
the event that a subservicer fails to make a required Advance, the Master
Servicer shall be required to remit the amount of such Advance to the
Distribution Account.
In
lieu
of making all or a portion of such Advance from its own funds, the Master
Servicer may (i) cause to be made an appropriate entry in its records relating
to the Protected Account that any Amount Held for Future Distributions has
been
used by the Master Servicer in discharge of its obligation to make any such
Advance and (ii) transfer such funds from the Protected Account to the
Distribution Account. Any funds so applied and transferred shall be replaced
by
the Master Servicer by deposit in the Distribution Account, no later than the
close of business on the Business Day immediately preceding the Distribution
Date on which such funds are required to be distributed pursuant to this
Agreement.
Unless
otherwise described in this Agreement, the Master Servicer shall discontinue
making Advances with respect to any second lien Mortgage Loan that becomes
60
days Delinquent. Notwithstanding anything in this Section 5.01 to the contrary,
the Master Servicer shall not be obligated to deliver an Officer’s Certificate
pursuant to the preceding sentence since no determination has been made as
to
whether such Advances are Nonrecoverable Advances. If the Master Servicer
determines that a net recovery is possible through foreclosure proceedings
or
other disposition of the second lien Mortgage Loan that becomes 60 days
Delinquent, the Master Servicer may continue making advances on such second
lien
Mortgage Loan.
The
Master Servicer shall be entitled to be reimbursed from the Protected Account
for all Advances of its own funds made pursuant to this Section as provided
in
Section 4.02. The obligation to make Advances with respect to any Mortgage
Loan
shall continue until such Mortgage Loan is paid in full or the related Mortgaged
Property or related REO Property has been liquidated or until the purchase
or
repurchase thereof (or substitution therefor) from the Trust Fund pursuant
to
any applicable provision of this Agreement, except as otherwise provided in
this
Section 5.01.
Subject
to and in accordance with the provisions of Article VIII hereof, in the event
the Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, or any other Successor Master Servicer appointed hereunder,
shall be obligated to make such Advance, subject to the provisions of this
Section 5.01. For the avoidance of doubt, if the Master Servicer discontinues
making any Advances pursuant to the third paragraph of this Section 5.01, the
Trustee shall not be obligated to make such Advances.
Section
5.02 Compensating
Interest Payments.
In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to any
Mortgage Loan, the Master Servicer shall, to the extent of the Servicing Fee
for
such Distribution Date, deposit into the Distribution Account, as a reduction
of
the Servicing Fee for such Distribution Date, no later than the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to such Prepayment Interest Shortfall; and in case of such deposit,
the Master Servicer shall not be entitled to any recovery or reimbursement
from
the Depositor, the Trustee, the Seller, the Trust Fund or the
Certificateholders.
Section
5.03 REMIC
Distributions.
On
each
Distribution Date the Trustee shall be deemed to have allocated distributions
to
the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular
Interests in accordance with Section 5.07 hereof.
Section
5.04 Distributions.
(a) Subject
to Section 3.21(c), on each Distribution Date, an amount equal to the Interest
Funds and Principal Funds for each Loan Group for such Distribution Date shall
be withdrawn by the Trustee from the Distribution Account and distributed in
the
following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) From
Interest Funds in respect of:
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(i)
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Loan
Group I, to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4
Certificates, the Current Interest and then any Interest Carry Forward
Amount for each such Class, on a pro rata basis, based on the
entitlement of each such Class;
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(ii)
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Loan
Group II, to the Class II-A Certificates, the Current Interest and
then
any Interest Carry Forward Amount for such Class;
and
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(iii)
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Loan
Group III, to the Class III-A Certificates, the Current Interest
and then
any Interest Carry Forward Amount for such
Class;
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(B) From
Interest Funds in respect of:
(i) Loan
Group I, to the Class II-A Certificates and Class III-A Certificates, the
remaining Current Interest, if any, and the remaining Interest Carry Forward
Amount, if any, for such Classes, on a pro rata basis, based on the
entitlement of each such Class;
(ii) Loan
Group II, to the Class I-A Certificates and Class III-A Certificates, the
remaining Current Interest, if any, and the remaining Interest Carry Forward
Amount, if any, for such Classes, on a pro rata basis, based on the
entitlement of each such Class; and
(iii) Loan
Group III, to the Class I-A Certificates and Class II-A Certificates, the
remaining Current Interest, if any, and the remaining Interest Carry Forward
Amount, if any, for such Classes, on a pro rata basis, based on the
entitlement of each such Class;
(C) From
remaining Interest Funds in respect of all Loan Groups, sequentially to the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates, in that order, the Current Interest for
each such Class.
Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount shall be the Extra Principal
Distribution Amount and shall be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount shall be applied as Excess Cashflow and distributed pursuant
to
clauses (4)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated to the Certificates as set forth in the definition of “Current
Interest” herein and Section 1.02.
(2) On
each
Distribution Date, the Principal Distribution Amount shall be distributed in
the
following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
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(i)
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To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
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(1) From
the
Group I Principal Distribution Amount for such Distribution Date, sequentially,
to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates,
in
that order, in each case until the Certificate Principal Balance thereof is
reduced to zero;
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero; and
(3) From
the
Group III Principal Distribution Amount for such Distribution Date, to the
Class
III-A Certificates, until the Certificate Principal Balance thereof is reduced
to zero;
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(ii)
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To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(iii)
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To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(iv)
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To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(v)
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To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(vi)
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To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(vii)
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To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(viii)
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To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero;
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(ix)
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To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to zero;
and
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(x)
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To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
until the
Certificate Principal Balance thereof is reduced to
zero.
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(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
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(i)
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To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
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(1) From
the
Group I Principal Distribution Amount for such Distribution Date, sequentially,
to the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates,
in
that order, the Class I-A Principal Distribution Amount for such Distribution
Date, in each case until the Certificate Principal Balance thereof is reduced
to
zero;
(2) From
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, the Class II-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero; and
(3) From
the
Group III Principal Distribution Amount for such Distribution Date, to the
Class
III-A Certificates, the Class III-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero;
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(ii)
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To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-1 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(iii)
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To
the Class M-2 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-2 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(iv)
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To
the Class M-3 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-3 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(v)
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To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-4 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(vi)
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To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-5 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(vii)
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To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-6 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(viii)
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To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-7 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero;
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(ix)
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To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-8 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero; and
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(x)
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To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of all Loan Groups for such Distribution Date,
the Class
M-9 Principal Distribution Amount, until the Certificate Principal
Balance
thereof is reduced to zero.
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(3) Notwithstanding
the provisions of clauses (2)(A) and (B) above, if on any Distribution Date
the
Class A Certificates related to a Loan Group are no longer outstanding, the
pro rata portion of the applicable Principal Distribution Amount or the
applicable Class A Principal Distribution Amount, as applicable, otherwise
allocable to such Class A Certificates will be allocated to the remaining groups
of Class A Certificates in the same manner and order of priority described
above; and
(4) Any
Excess Cashflow shall be distributed in the following manner and order of
priority:
(A) To
the
Class A Certificates, (a) first, any remaining Interest Carry Forward Amount
for
such Classes, on a pro rata basis, in accordance with the Interest
Carry Forward Amount due with respect to each such Class, to the extent not
fully paid pursuant to clause (1) (A) above and Section 3.21(d) and (b) second,
any Unpaid Realized Loss Amount for such Classes for such Distribution Date,
on
a pro rata basis, in accordance with the Applied Realized Loss Amount
allocated to each such Class;
(B) From
any
remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates, in that order, an amount equal to the Interest Carry Forward
Amount for each such Class for such Distribution Date to the extent not fully
paid pursuant to Section 3.21(d);
(C) From
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to each Class
of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
each
such Class for such Distribution Date, on a pro rata basis, based on
the amount of the Basis Risk Shortfall Carry Forward Amount for each such Class
to the extent not paid pursuant to Section 3.21(d) and to the extent such amount
exceeds the amounts then on deposit in the Reserve Fund, and (ii) second, to
maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(D) From
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8
and Class M-9 Certificates, sequentially in that order, any Basis Risk Shortfall
Carry Forward Amount for each such Class for such Distribution Date, if any,
in
each case to the extent not paid pursuant to Section 3.21(d) and to the extent
such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii)
second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(E) From
any
remaining Excess Cashflow, to the Class A Certificates, on a pro rata
basis, based on the entitlement of each such Class, and then sequentially to
the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates, in that order, the amount of Relief Act
Shortfalls and any Prepayment Interest Shortfalls allocated to such Classes
of
Certificates, to the extent not previously reimbursed;
(F) From
any
remaining Excess Cashflow, to the Swap Administrator for payment to the Swap
Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
owed by the Trust Fund (other than to the extent already paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee);
(G) From
any
remaining Excess Cashflow, to the Class CE Interest and Class CE Certificates,
an amount equal to the Class CE Distribution Amount reduced by amounts
distributed in clauses (C) and (D) above; and
(H) From
any
remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each
Distribution Date, all amounts with respect to Prepayment Charges shall be
distributed to the Holders of the Class P Interest and the Class P Certificates,
provided that such distributions shall not be in reduction of the principal
balance thereof. On the Distribution Date immediately following the expiration
of the latest Prepayment Charge term as identified on the Mortgage Loan
Schedule, any amount on deposit in the Class P Certificate Account will be
distributed to the Holders of the Class P Interest and the Class P Certificates
in reduction of the Certificate Principal Balance thereof.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A Certificates or Class M Certificates has been reduced to zero, that Class
of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
IO
Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates (other than the Class P Certificates), until the
Certificate Principal Balance thereof has been reduced to zero, and such amount
will be paid pursuant to Section 3.21(f).
(b) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Master Servicer shall deposit such funds into the Protected
Account pursuant to Section 4.01(b)(iii). If, after taking into account such
Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
of
such Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the highest payment priority to which
Realized Losses have been allocated, but not by more than the amount of Realized
Losses previously allocated to that Class of Certificates pursuant to Section
5.05; provided, however, to the extent that no reductions to a Certificate
Principal Balance of any Class of Certificates currently exists as the result
of
a prior allocation of a Realized Loss, such Subsequent Recoveries will be
applied as Excess Spread. The amount of any remaining Subsequent Recoveries
will
be applied to increase the Certificate Principal Balance of the Class of
Certificates with the next highest payment priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 5.05, and so on. Holders of such Certificates will not be entitled
to
any payment in respect of Current Interest on the amount of such increases
for
any Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.
(c) Subject
to Section 10.02 hereof respecting the final distribution, on each Distribution
Date the Trustee shall make distributions to each Certificateholder of record
on
the preceding Record Date either by wire transfer in immediately available
funds
to the account of such Holder at a bank or other entity having appropriate
facilities therefor, if such Holder has so notified the Trustee at least 5
Business Days prior to the related Record Date, or, if not, by check mailed
by
first class mail to such Certificateholder at the address of such Holder
appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 10.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.
(d) On
or
before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver a report to the
Trustee in electronic form (or by such other means as the Master Servicer and
the Trustee may agree from time to time) containing such data and information,
as agreed to by the Master Servicer and the Trustee such as to permit the
Trustee to prepare the Monthly Statement to Certificateholders and to make
the
required distributions for the related Distribution Date.
Section
5.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans allocated to any REMIC II Regular Interest
pursuant to Section 5.05(c) shall be allocated by the Trustee on each
Distribution Date as follows: first, to Excess Spread through an increased
distribution of the Extra Principal Distribution Amount for such Distribution
Date; second, to the Class CE Interest and Class CE Certificates, until the
Certificate Principal Balance or Uncertificated Principal Balance thereof,
as
applicable, has been reduced to zero; third, to the Class M-9 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-7 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; sixth,
to
the Class M-6 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; seventh, to the Class M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; ninth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the related
Class or Classes of Class A Certificates, on a pro rata basis, until
the Certificate Principal Balances thereof have been reduced to zero; and
thirteenth, to the unrelated Class or Classes of Class A Certificates, on a
pro rata basis, until the Certificate Principal Balances thereof have
been reduced to zero. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof
by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or to a Class CE
Interest on any Distribution Date shall be made by reducing the Certificate
Principal Balance or Uncertificated Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the Class CE Interest and
the Class CE Certificates pursuant to clause (G) of Section 5.04(a)(4). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balance or Uncertificated Principal Balance, as applicable, of the Class P
Interest and the Class P Certificates.
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the Certificates as of such Distribution Date, (other than the
Class CE Certificates and Class P Certificates) after giving effect to all
distributions and prior allocations of Realized Losses on the Mortgage Loans
on
such date, to an amount less than the aggregate Stated Principal Balance of
all
of the Mortgage Loans as of the first day of the month of such Distribution
Date
(such limitation, the “Loss Allocation Limitation”). In addition in no event
will the Certificate Principal Balance of any Certificate be reduced more than
once in respect of any particular amount both (i) allocable to such Certificate
in respect of Realized Losses and (ii) payable as principal to the Holder of
such Certificate from Remaining Excess Spread.
As
used
herein, an allocation of a Realized Loss on a “pro rata basis” among
two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates of such Class
in
proportion to the Percentage Interests evidenced thereby.
(c) (i)
All
Realized Losses on the Group I Loans shall be allocated on each Distribution
Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-60-B,
starting with the lowest numerical denomination, until the Uncertificated
Principal Balance of each such REMIC I Regular Interest has been reduced to
zero, provided that, for REMIC I Group I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated on a pro
rata basis between such REMIC I Regular Interests. All Realized Losses on
the Group II Loans shall be allocated on each Distribution Date to REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-60-B, starting
with
the lowest numerical denomination, until the Uncertificated Principal Balance
of
each such REMIC I Regular Interest has been reduced to zero, provided that,
for
REMIC I Group II Regular Interests with the same numerical denomination, such
Realized Losses shall be allocated ona pro rata basis between such
REMIC I Regular Interests. All Realized Losses on the Group III Loans shall
be
allocated on each Distribution Date to REMIC I Regular Interest III-1-A through
REMIC I Regular Interest III-60-B, starting with the lowest numerical
denomination, until the Uncertificated Principal Balance of each such REMIC
I
Regular Interest has been reduced to zero, provided that, for REMIC I Group
III
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated on a pro rata basis between such REMIC I Regular
Interests.
(ii) The
REMIC
II Marker Percentage of all Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the following REMIC II
Regular Interests in the following specified percentages: first, to
Uncertificated Accrued Interest payable to the REMIC II Regular Interest AA
and
REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
Interest Loss Allocation Amount (without duplication of shortfalls allocated
pursuant to Section 1.02), 98.00% and 2.00%, respectively; second, to the
Uncertificated Principal Balances of the REMIC II Regular Interest AA and REMIC
II Regular Interest ZZ up to an aggregate amount equal to the REMIC II Principal
Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-9 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-9 has been reduced to zero; fourth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-8 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-8 has been
reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC II
Regular Interest AA, REMIC II Regular Interest M-7 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-7 has been reduced to zero; sixth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-6 has been reduced to zero; seventh, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-5 has been
reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-4 has been reduced to zero; ninth, to
the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
Regular Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-3 has been reduced to zero; tenth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-2 has been
reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-1 has been reduced to zero; twelfth,
to
the Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%,
to
the Uncertificated Principal Balances of the related REMIC II Regular Interests
X-X-0, X-X-0, X-X-0, X-X-0, II-A and III-A, 1.00% on a pro rata basis,
and to the Uncertificated Principal Balance of REMIC II Regular Interest ZZ,
1.00%, until the Uncertificated Principal Balances of such REMIC II Regular
Interests X-X-0, X-X-0, X-X-0, X-X-0, II-A and III-A have been reduced to zero;
and thirteenth, to the Uncertificated Principal Balance of REMIC II Regular
Interest AA, 98.00%, to the Uncertificated Principal Balances of the unrelated
REMIC II Regular Interests X-X-0, X-X-0, X-X-0, X-X-0, II-A and III-A, 1.00%
on
a pro rata basis, and to the Uncertificated Principal Balance of REMIC
II Regular Interest ZZ, 1.00%, until the Uncertificated Principal Balances
of
such REMIC II Regular Interests X-X-0, X-X-0, X-X-0, X-X-0, II-A and III-A
have
been reduced to zero.
(iii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date after all
distributions have been made on each Distribution Date first, so as to keep
the
Uncertificated Principal Balance of each REMIC II Regular Interest ending with
the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group; second, to each REMIC II
Regular Interest ending with the designation “Sub”, so that the Uncertificated
Principal Balance of each such REMIC II Regular Interest is equal to 0.01%
of
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current aggregate Certificate Principal
Balance of the Class A Certificates related to such Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the REMIC II Subordinated Balance Ratio is maintained);
and
third, to REMIC II Regular Interest XX.
Section
5.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Trustee shall prepare and make available to
each Holder of Certificates, the Master Servicer, the Swap Provider and the
Depositor a statement setting forth for the Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general Distribution Dates;
(ii) the
total
cash flows received and the general sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the Master Servicer for the related
Due Period;
(iv) the
amount of any Net Swap Payment payable to the Trust, any Net Swap Payment
payable to the Swap Provider, any Swap Termination Payment payable to the Trust
and any Swap Termination Payment payable to the Swap Provider;
(v) the
amount of the related distribution to Holders of the Class A Certificates and
Class M Certificates (by Class) allocable to principal, separately identifying
(A) the aggregate amount of any Principal Prepayments included therein, (B)
the
aggregate of all scheduled payments of principal included therein and (C) the
Extra Principal Distribution Amount (if any);
(vi) the
amount of such distribution to Holders of each Class of Class A Certificates
and
Class M Certificates allocable to interest and the portion thereof, if any,
provided by the Swap Agreement and the amount of coverage remaining under either
credit enhancement;
(vii) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for each Class of Certificates (if any);
(viii) the
Pass-Through Rate for each Class of Class A Certificates and Class M
Certificates with respect to the current Accrual Period, and, if applicable,
whether such Pass-Through Rate was limited by the related Net Rate
Cap;
(ix) the
number and aggregate Stated Principal Balance of all of the Mortgage Loans
for
the following Distribution Date, together with updated pool composition
information including the following: weighted average mortgage rate and weighted
average remaining term;
(x) the
Certificate Principal Balance of the Class A Certificates and Class M
Certificates before and after giving effect (i) to all distributions allocable
to principal on such Distribution Date and (ii) the allocation of any Applied
Realized Loss Amounts for such Distribution Date;
(xi) the
number and aggregate Stated Principal Balance of the Mortgage Loans in each
Loan
Group (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy)
(1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more
Delinquent, (B) in foreclosure and Delinquent (1) 30 days Delinquent, (2) 60
days Delinquent and (3) 90 days or more Delinquent and (C) in bankruptcy and
Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or
more Delinquent, in each case as of the close of business on the last day of
the
calendar month preceding such Distribution Date and separately identifying
such
information for the (1) first lien Mortgage Loans, (2) second lien Mortgage
Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan
Group;
(xii) the
amount of aggregate Advances included in the distribution on such Distribution
Date (including the general purpose of such Advances), the aggregate amount
of
unreimbursed Advances as of the end of the Due Period, and the general source
of
funds for reimbursements;
(xiii) the
amount, if any, of excess cashflow or excess spread and the application of
such
excess cashflow;
(xiv) the
cumulative Realized Losses through the end of the preceding month;
(xv) if
applicable, material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the preceding calendar month or that
have become material over time;
(xvi) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the close of business on the prior calendar
month;
(xvii) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related calendar month;
(xviii) with
respect to each Loan Group, material breaches of pool asset representation
or
warranties or transaction covenants;
(xix) the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate Stated Principal Balance of the Mortgage Loans that
are
60 days or more Delinquent or are in bankruptcy or foreclosure or are REO
Properties, and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans and separately identifying such information
for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage Loans,
in each case as of the end of the Prepayment Period;
(xx) whether
a
Trigger Event exists;
(xxi) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class P Certificates allocable to Prepayment Charges;
(xxii) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers and whether the trigger
was
met;
(xxiii) the
amount of the Prepayment Charges remitted by the Master Servicer and the amount
on deposit in the Reserve Fund;
(xxiv) updated
pool composition data including the following: weighted average mortgage rate
and weighted average remaining term;
(xxv) information
regarding any new issuance of securities backed by the same asset pool, any
pool
asset changes, such as additions or removals of Mortgage Loans from the Trust
Fund, if applicable; and
(xxvi) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the Trust
Fund.
The
Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund that it will notify the Trustee five
calendar days before each Distribution Date, and if no such notification occurs,
the Trustee has no obligation to report with respect to (xxvi). The Depositor
covenants to the Trustee that there will be no new issuance of securities backed
by the same asset pool, so the Trustee will only be responsible in (xxv) above
for reporting any pool asset changes, such as additions or removals of Mortgage
Loans from the Trust Fund.
The
Trustee may make the foregoing Monthly Statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders via the Trustee’s internet website.
The Trustee’s internet website shall initially be located at “xxx.xxxxxxxx.xxx”.
Assistance in using the website can be obtained by calling the the Trustee
at
(000) 000-0000. Parties that are unable to use the above distribution options
are entitled to have a paper copy mailed to them via first class mail by calling
the Trustee and indicating such. The Trustee may change the way Monthly
Statements are distributed in order to make such distributions more convenient
or more accessible to the above parties.
(b) The
Trustee’s responsibility for making the above information available to the
Certificateholders is limited to the availability, timeliness and accuracy
of
the information derived from the parties providing the information to the
Trustee. The Trustee will make available a copy of each statement provided
pursuant to this Section 5.06 to each Rating Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
cause to be furnished upon request to each Person who at any time during the
calendar year was a Certificateholder, a statement containing the information
(only with respect to principal and interest) set forth in clauses (a)(v) and
(a)(vi) of this Section 5.06 aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in
effect.
(d) Upon
filing with the Internal Revenue Service, the Trustee shall furnish to the
Holders of the Residual Certificates the applicable Form 1066 and each
applicable Form 1066Q and shall respond promptly to written requests made not
more frequently than quarterly by any Holder of a Residual Certificate with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
class of Regular Interests and Residual Interests created hereunder and on
the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests or
bad
debt deductions claimed with respect to the Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 9.12.
Section
5.07 REMIC
Designations and REMIC Distributions.
(a) The
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
V
and REMIC VI shall be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of
this Agreement shall be resolved in a manner that preserves the validity of
such
REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
all
interest owing in respect of and principal due thereon, the Distribution
Account, the Protected Account, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
any
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
Collateral Account and any rights or obligations in respect of the Swap
Administration Agreement). The REMIC I Regular Interests shall constitute the
assets of REMIC II. The REMIC II Regular Interests shall constitute the assets
of REMIC III. The Class CE Interest shall constitute the assets of REMIC IV.
The
Class P Interest shall constitute the assets of REMIC V. The Class IO Interest
shall constitute the assets of REMIC VI.
(b)
(1) On
each Distribution Date, the following amounts with respect to Loan Group I,
in
the following order of priority, shall be distributed by REMIC I to REMIC II
on
account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from
the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(ii) from
Interest Funds and Principal Funds for Loan Group I, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
holders of each of the REMIC I Regular Interests I-1-A through I-60-B, on a
pro rata basis, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(iii) to
the
extent of Interest Funds and Principal Funds for Loan Group I, in each case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests I-1-A through I-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated on a pro rata basis between such REMIC I
Regular Interests; and
(iv) any
remaining amount to the Holders of the Class R-1 Certificates.
(2) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(v) from
Interest Funds and Principal Funds for Loan Group II, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC I Regular Interests II-1-A through II-60-B, on
a
pro rata basis, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(vi) to
the
extent of Interest Funds and Principal Funds for Loan Group II, in each case,
determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests II-1-A through II-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group
II
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated on a pro rata basis between such REMIC I
Regular Interests; and
(vii) any
remaining amount to the Holders of the Class R-1 Certificates.
(3) On
each Distribution Date, the following amounts with respect to Loan Group III,
in
the following order of priority, shall be distributed by REMIC I to REMIC II
on
account of REMIC I Regular Interests III-1-A through III-60-B or withdrawn
from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for Loan Group III, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of each of the REMIC I Regular Interests III-1-A through III-60-B,
on a
pro rata basis, in an amount equal to (A) the Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(ii) to
the extent of Interest Funds and Principal Funds for Loan Group III, in each
case, determined without regard to the related clause (2)(ii) of the definitions
thereof, remaining after the distribution made pursuant to clause (i) above,
to
REMIC I Regular Interests III-1-A through III-60-B, starting with the lowest
numerical denomination, until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Group
III Regular Interests with the same numerical denomination, such payments of
principal shall be allocated on a pro rata basis between such REMIC I
Regular Interests; and
(iii) any
remaining amount to the Holders of the Class R-1 Certificates.
(4) On
each Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans shall be deemed distributed to REMIC I Regular Interest P, provided that
such amounts shall not reduce the Uncertificated Principal Balance of REMIC
I
Regular Interest P. On the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule, $100 shall be deemed distributed in respect of REMIC I Regular
Interest P in reduction of the Uncertificated Principal Balance
thereof.
(c)
(1) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
II Regular Interests (other than REMIC II Regular Interest P) or withdrawn
from
the Distribution Account and distributed to the Holders of the Class R-2
Certificates, as the case may be:
(i) from
Interest Funds and Principal Funds for all Loan Groups, in each case, determined
without regard to the related clause (2)(ii) of the definitions thereof, to
the
holders of REMIC II Regular Interest IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the REMIC II Marker Allocation Percentage of the Interest Funds and
Principal Funds for all Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of each REMIC II Regular
Interest (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp,
3-Sub, 3-Grp, XX and P), on a pro rata basis, in an amount equal to (A)
the Uncertificated Accrued Interest for such REMIC II Regular Interest for
such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC
II
Overcollateralization Amount is less than the REMIC II Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such
amount will be payable to the holders of each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is the Corresponding
Certificate in the same proportion as the Extra Principal Distribution Amount
is
allocated to the Corresponding Certificates for each such REMIC II Regular
Interest, and the Uncertificated Principal Balance of REMIC II Regular Interest
ZZ shall be increased by such amount;
(iii) to
the
extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds
and
Principal Funds for all Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, remaining after the
distribution pursuant to clause (i), to the holders of REMIC II Regular Interest
1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC
II Regular Interest 2-Grp, REMIC II Regular Interest 3-Sub, REMIC II Regular
Interest 3-Grp and REMIC II Regular Interest XX, on a pro rata basis,
an amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interests
IO,
1-Sub, 1-Grp, 2-Sub, 2-Grp, 3-Sub, 3-Grp, XX and P) in an amount equal to the
REMIC II Marker Allocation Percentage of the remainder of the Interest Funds
and
Principal Funds for all Loan Groups, in each case, determined without regard
to
the related clause (2)(ii) of the definitions thereof, after the distributions
made pursuant to clauses (i), (ii) and (iii) above, allocated as
follows:
(A) 98%
of
such remainder to the holders of REMIC II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero, and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-2 Certificates;
(v) to
the
holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp, REMIC II
Regular Interest 3-Sub, REMIC II Regular Interest 3-Grp and REMIC II Regular
Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage
of
the remainder of the Interest Funds and Principal Funds for all Loan Groups,
in
each case, determined without regard to the related clause (2)(ii) of the
definitions thereof, after the distributions made pursuant to clauses (i),
(ii)
and (iii) above, first, so as to keep the Uncertificated Principal Balance
of
each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01%
of the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group; second, to each REMIC II Regular Interest ending with the
designation “Sub”, so that the Uncertificated Principal Balance of each such
REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group over
(y) the current aggregate Certificate Principal Balance of the Class A
Certificates related to such Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that
the
REMIC II Subordinated Balance Ratio is maintained); third, to REMIC II Regular
Interest XX, until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; and fourth, any remaining amount to the Holders
of
the Class R-2 Certificates.
(2) On
each Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans deemed distributed in respect of REMIC I Regular Interest P shall be
deemed to be distributed to REMIC II Regular Interest P, provided that such
amounts shall not reduce the Uncertificated Principal Balance of REMIC II
Regular Interest P. On the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule, an amount equal to $100 deemed distributed in respect of REMIC
I
Regular Interest P in reduction of the Uncertificated Principal Balance thereof
shall be deemed to be distributed to REMIC II Regular Interest P in reduction
of
the Uncertificated Principal Balance thereof.
(d) On
each
Distribution Date, interest shall be deemed payable from REMIC III to the
holders of each REMIC III Regular Interest the ownership of which is represented
by the Class A Certificates and Class M Certificates at a pass-through rate
equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the
Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular
Interest the ownership of which is represented by the Corresponding Certificate
for such Distribution Date, in each case on a principal balance equal to the
Certificate Principal Balance of the Corresponding Certificate for such
Distribution Date. For the avoidance of doubt, principal shall be payable to,
and shortfalls, losses and prepayments shall be allocable to, the REMIC III
Regular Interests the ownership of which is represented by the Class A
Certificates and Class M Certificates as such amounts are payable and allocable
to the Corresponding Certificates.
(e) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 5.04(a)(4)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class CE Distribution Amount
distributable to the Class CE Interest.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest P shall be deemed distributed by REMIC III to REMIC V in respect of
the
Class P Interest.
(g) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect
of
the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI
in
respect of REMIC VI Regular Interest IO for deposit into the Supplemental
Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
Section
6.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-5. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
|
Class
|
Minimum
Denomination
|
Integral
Multiple in
Excess
of Minimum
|
Original
Certificate
Principal
Balance or
Notional
Amount
|
|
I-A-1
|
$ 100,000
|
$1.00
|
$
146,583,000.00
|
|
I-A-2
|
$ 100,000
|
$1.00
|
$ 60,092,000.00
|
|
I-A-3
|
$ 100,000
|
$1.00
|
$ 40,856,000.00
|
|
I-A-4
|
$ 100,000
|
$1.00
|
$ 31,526,000.00
|
|
II-A
|
$ 100,000
|
$1.00
|
$ 99,922,000.00
|
|
III-A
|
$ 100,000
|
$1.00
|
$
122,752,000.00
|
|
M-1
|
$ 100,000
|
$1.00
|
$ 40,753,000.00
|
|
M-2
|
$ 100,000
|
$1.00
|
$ 30,732,000.00
|
|
M-3
|
$ 100,000
|
$1.00
|
$ 9,019,000.00
|
|
M-4
|
$ 100,000
|
$1.00
|
$ 10,689,000.00
|
|
M-5
|
$ 100,000
|
$1.00
|
$ 10,021,000.00
|
|
M-6
|
$ 100,000
|
$1.00
|
$ 5,011,00.00
|
|
M-7
|
$ 100,000
|
$1.00
|
$ 9,353,000.00
|
|
M-8
|
$ 100,000
|
$1.00
|
$ 7,683,000.00
|
|
M-9
|
$ 100,000
|
$1.00
|
$ 9,353,000.00
|
|
CE
|
10%
|
1%
|
$ 668,084,471.91
(1)
|
|
P
|
$
100.00
|
N/A
|
$ 100.00
|
|
R-1
|
100%
|
X/X
|
X/X
|
|
X-0
|
000%
|
X/X
|
X/X
|
|
R-3
|
100%
|
N/A
|
N/A
|
|
RX
|
100%
|
N/A
|
N/A
|
____________
(1) This
is a Notional Amount.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Trustee by an authorized officer. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or
did
not hold such offices at the date of such authentication and delivery. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the countersignature
of the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly countersigned and delivered hereunder. All
Certificates shall be dated the date of their countersignature. On the Closing
Date, the Trustee shall authenticate the Certificates to be issued at the
written direction of the Depositor, or any affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Trustee on a continuous
basis, an adequate inventory of Certificates to facilitate
transfers.
Section
6.02 Certificate
Register; Registration of Transfer and Exchange of
Certificates.
(a) The
Trustee shall maintain, or cause to be maintained in accordance with the
provisions of Section 6.09 hereof, a Certificate Register for the Trust Fund
in
which, subject to the provisions of subsections (b) and (c) below and to such
reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of Transfers and exchanges of Certificates
as
herein provided. Upon surrender for registration of Transfer of any Certificate,
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class and
of
like aggregate Percentage Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates
are
so surrendered for exchange, the Trustee shall execute, authenticate, and
deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of Transfer or exchange shall be accompanied by a written instrument of Transfer
in form satisfactory to the Trustee duly executed by the Holder thereof or
his
attorney duly authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Trustee in accordance with the
Trustee’s customary procedures.
(b) Subject
to Section 6.07 and, in the case of any Global Certificate or Private
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Trustee maintained for such purpose, the Trustee shall sign,
countersign and shall deliver, in the name of the designated transferee or
transferees, a new Certificate of a like Class and aggregate Percentage
Interest, but bearing a different number.
(c) Subject
to subsection 6.02(g), so long as a Global Certificate of such Class is
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in such Global Certificate, or transfers by Holders of
Individual Certificates of such Class to transferees that take delivery in
the
form of beneficial interests in the Global Certificate, may be made only in
accordance with this subsection 6.02(c) and in accordance with the rules of
the
Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Trustee shall register such transfer only upon compliance with the provisions
of
subsection 6.02(h).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Trustee shall register such transfer only upon compliance with the
provisions of subsection 6.02(h).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Trustee shall register such transfer if the transferee has
provided the Trustee with a Rule 144A and Related Matters Certificate or
comparable evidence as to its QIB status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB.
(d) Subject
to subsection 6.02(g), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such
Class, an exchange of an Individual Certificate or Certificates of a Class
for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding
and
is held by or on behalf of the Depository) may be made only in accordance with
this subsection 6.02(d) and in accordance with the rules of the
Depository:
(i) A
Holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
Holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Trustee a Rule 144A and Related
Matters Certificate or comparable evidence as to its QIB status.
(iii) A
Holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(e)
(i) Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Trustee shall cancel such Individual Certificate and shall (or shall request
the Depository to) endorse on the schedule affixed to the applicable Global
Certificate (or on a continuation of such schedule affixed to the Global
Certificate and made a part thereof) or otherwise make in its books and records
an appropriate notation evidencing the date of such exchange or transfer and
an
increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred
therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Trustee shall (or shall request the Depository to) endorse on the
schedule affixed to such Global Certificate (or on a continuation of such
schedule affixed to such Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this Section 6.02,
the
Holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 6.01 above or any integral multiple of $1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Trustee in the case of transfer and a written request for exchange in the case
of exchange. The Holder of a beneficial interest in a Global Certificate may,
subject to the rules and procedures of the Depository, cause the Depository
(or
its nominee) to notify the Trustee in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Trustee
shall, within a reasonable time period of such request made at the Corporate
Trust Office, sign, countersign and deliver at the Corporate Trust Office,
to
the transferee (in the case of transfer) or Holder (in the case of exchange)
or
send by first class mail at the risk of the transferee (in the case of transfer)
or Holder (in the case of exchange) to such address as the transferee or Holder,
as applicable, may request, an Individual Certificate or Certificates, as the
case may require, for a like aggregate Percentage Interest and in such
authorized denomination or denominations as may be requested. The presentation
for transfer or exchange of any Individual Certificate shall not be valid unless
made at the Corporate Trust Office by the registered Holder in person, or by
a
duly authorized attorney-in-fact.
(h) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act
and any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities
Act and
such laws, in order to assure compliance with the Securities Act and such
laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee in
writing the facts surrounding the Transfer by (x)(i) the delivery to the
Trustee
by the Certificateholder desiring to effect such transfer of a certificate
substantially in the form set forth in Exhibit D (the “Transferor Certificate”)
and (ii) the delivery by the Certificateholder’s prospective transferee of (A) a
letter in substantially the form of Exhibit E (the “Investment Letter”) if the
prospective transferee is an Institutional Accredited Investor or (B) a letter
in substantially the form of Exhibit F (the “Rule 144A and Related Matters
Certificate”) if the prospective transferee is a QIB or (y) there shall be
delivered to the Trustee an Opinion of Counsel addressed to the Trustee that
such Transfer may be made pursuant to an exemption from the Securities Act,
which Opinion of Counsel shall not be an expense of the Depositor, the Sellers,
the Master Servicer or the Trustee; provided, however, that such
representation letters will not be required in connection with any transfer
of
any such Certificate by the Depositor to an affiliate of the Depositor, and
the
Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, shall be a written representation) from
the
Depositor of the status of such transferee as an affiliate of the Depositor.
Notwithstanding the provisions of the immediately preceding sentence, no
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form of
a
beneficial interest in the Global Certificate of such Class provided that
each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient
to
establish that it is a QIB. The Depositor shall provide to any Holder of
a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition
to
eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Master
Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to
the
Depositor such information regarding the Certificates, the Mortgage Loans
and
other matters regarding the Trust Fund as the Depositor shall reasonably
request
to meet its obligation under the preceding sentence. Each Holder of a Private
Certificate desiring to effect such Transfer shall, and does hereby agree
to,
indemnify the Trustee, the Depositor, the Sellers and the Master Servicer
against any liability that may result if the Transfer is not so exempt or
is not
made in accordance with such federal and state laws.
No
transfer of any Class CE Certificate
shall be made unless the proposed transferee of such Class CE Certificate (1)
provides to the Trustee the appropriate tax certification form that would
eliminate any withholding or deduction for taxes from amounts payable by the
Swap Provider, pursuant to the Swap Agreement, to the Swap Administrator on
behalf of the Supplemental Interest Trust (i.e., IRS Form W-9 or IRS Form
X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto),
together with any applicable attachments) and (2) agrees to update such form
(a)
upon expiration of any such form, (b) as required under then applicable U.S.
Treasury regulations and (c) promptly upon learning that such form has become
obsolete or incorrect, each as a condition to such transfer. In addition, no
transfer of any Class CE Certificate shall be made if such transfer would cause
the Supplemental Interest Trust to be beneficially owned by two or more persons
for federal income tax purposes, or continue to be so treated, unless (i) each
proposed transferee of such Class CE Certificate complies with the foregoing
conditions and (ii) the proposed majority holder of the Class CE Certificates
(or each holder, if there is or would be no majority holder) (A) provides,
or
causes to be provided, on behalf of the Supplemental Interest Trust, if
applicable, to the Trustee, the appropriate tax certification form that would
be
required from the Supplemental Interest Trust to eliminate any withholding
or
deduction for taxes from amounts payable by the Swap Provider, pursuant to
the
Swap Agreement, to the Swap Administrator on behalf of the Supplemental Interest
Trust (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as
applicable (or any successor form thereto), together with any applicable
attachments) and (B) agrees to update such form (x) upon expiration of any
such
form, (y) as required under then applicable U.S. Treasury regulations and (z)
promptly upon learning that such form has become obsolete or incorrect. If,
under applicable U.S. Treasury regulations, such tax certification form may
only
be signed by a trustee acting on behalf of the Supplemental Interest Trust,
then
the Supplemental Interest Trust Trustee shall sign such certification form
if so
requested by a holder of the Class CE Certificates. Upon receipt of any tax
certification form pursuant to the conditions set forth in this paragraph from
a
holder of any Class CE Certificate, the Trustee shall forward such tax
certification form to the Supplemental Interest Trust Trustee. The Supplemental
Interest Trust Trustee shall forward such tax certification form provided to
it
to the Swap Provider. Each holder of a Class CE Certificate and each transferee
thereof shall be deemed to have consented to the Supplemental Interest Trust
Trustee forwarding to the Swap Provider any tax certification form it has
provided and updated in accordance with these transfer restrictions. Any purported sales
or
transfers of any Class CE Certificate to a transferee which does not comply
with
the requirements of this paragraph shall be deemed null and void under this
Agreement.
Prior
to
the termination of the Supplemental Interest Trust, each beneficial owner of
a
Class A Certificate or Class M Certificate or any interest therein, shall be
deemed to have represented by virtue of its acquisition or holding of the
Offered Certificate, or interest therein that either (i) such transferee is
not
an employee benefit plan subject to Section 406 of ERISA or a plan subject
to
Section 4975 of the Code (either a “Plan”), or a Person acting on behalf of a
Plan or using the assets of a Plan, or (ii) the transferee provides a
representation, or is deemed to represent in the case of the Global Certificate
that (A) such plan is an accredited investor within the meaning of the Exemption
and (B) the proposed transfer or holding of such Certificate and the separate
right to receive payments from the Supplemental Interest Trust are eligible
for
exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14,
XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
a Class M Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (a)(i) it is not a Plan or investing with “Plan
Assets” within the meaning of Department of Labor Regulation 29 C.F.R.
2510.3-101, as modified by Section 3(42) of ERISA, (ii) it has acquired and
is
holding such certificate in reliance on the Exemption, and that it understands
that there are certain conditions to the availability of the Exemption,
including that the certificate must be rated, at the time of purchase, not
lower
than “BBB-” (or its equivalent) by S&P, Fitch, Dominion Bond Rating Service
Limited (known as DBRS Limited), Dominion Bond Rating Service, Inc. (known
as
DBRS, Inc.) or Xxxxx’x, and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an “insurance company general account,” as
such term is defined in PTCE 95-60, and (3) the conditions in Sections I and
III
of PTCE 95-60 have been satisfied.
Neither
the Trustee nor the Master Servicer will be required to monitor, determine
or
inquire as to compliance with the transfer restrictions with respect to the
Global Certificates. Any attempted or purported transfer of any Certificate
in
violation of the provisions of this Section 6.02 shall be void ab initio and
such Certificate shall be considered to have been held continuously by the
prior
permitted Certificateholder. Any transferor of any Certificate in violation
of
such provisions, shall indemnify and hold harmless the Trustee and the Master
Servicer from and against any and all liabilities, claims, costs or expenses
incurred by the Trustee or the Master Servicer as a result of such attempted
or
purported transfer. Neither the Trustee nor the Master Servicer shall have
any
liability for transfer of any such Global Certificates in or through book-entry
facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth
herein. Neither the Trustee nor the Master Servicer shall be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to any ERISA Restricted Certificate that is a Book-Entry
Certificate, and neither the Trustee nor the Master Servicer shall have any
liability for transfers of any such Book-Entry Certificates made through the
book-entry facilities of any Depository or between or among participants of
the
Depository or Certificate Owners made in violation of the transfer restrictions
set forth herein. Neither the Trustee nor the Master Servicer shall be under
any
liability to any Person for any registration or transfer of any ERISA Restricted
Certificate that is in fact not permitted by this Section 6.02(h) or for making
any payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement.
The
Trustee shall be entitled, but not obligated, to recover from any Holder of
any
ERISA Restricted Certificate that was in fact a Plan or a Person acting on
behalf of a Plan at the time it became a Holder or, at such subsequent time
as
it became a Plan or Person acting on behalf of a Plan, all payments made on
such
ERISA Restricted Certificate at and after either such time. Any such payments
so
recovered by the Trustee shall be paid and delivered by the Trustee to the
last
preceding Holder of such Certificate that is not a Plan or Person acting on
behalf of a Plan.
No
Transfer of a Class CE, Class P or Residual Certificate shall be made unless
either (i) the transferee of such Certificate provides a representation, or
is
deemed to represent in the case of a Global Certificate, to the Trustee and
the
Master Servicer acceptable to and in form and substance satisfactory to the
Trustee and the Master Servicer, to the effect that such transferee is not
a
Plan, or a Person acting on behalf of a Plan or using the assets of a Plan,
or
(ii) in the case of any such Certificate presented for registration in the
name
of a Plan, or a trustee of a Plan or any other person acting on behalf of a
Plan, the Trustee shall have received an Opinion of Counsel for the benefit
of
the Trustee and the Master Servicer and on which they may rely, satisfactory
to
the Trustee, to the effect that the purchase and holding of such Certificate
are
permissible under applicable law, will not result in any prohibited transactions
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Master Servicer or the Depositor to any obligation in addition to those
expressly undertaken in this Agreement, which Opinion of Counsel shall not
be an
expense of the Trustee, the Master Servicer or the Depositor.
(i) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of any Residual Certificate unless, in addition to the certificates required
to
be delivered to the Trustee under subsection (h) above, the Trustee shall have
been furnished with an affidavit and agreement of the initial owner or the
proposed transferee in the form attached hereto as Exhibit C (a “Transferee
Affidavit”) and an affidavit of the transferor in the form attached hereto as
Exhibit Q (a “Transferor Affidavit”).
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual
Certificate or to cause the Transfer of an Ownership Interest in a Residual
Certificate to any other Person if it has actual knowledge that such Person
is
not a Permitted Transferee and (D) to provide the Trustee and the Depositor
with
a Tranferor Affidavit.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 6.02(i) shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 6.02(i), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 6.02(h) and this Section 6.02(i) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transferee Affidavit and Transferor
Affidavit. The Trustee shall be entitled but not obligated to recover from
any
Holder of a Residual Certificate that was in fact not a Permitted Transferee
at
the time it became a Holder or, at such subsequent time as it became other
than
a Permitted Transferee, all payments made on such Residual Certificate at and
after either such time. Any such payments so recovered by the Trustee shall
be
paid and delivered by the Trustee to the last preceding Permitted Transferee
of
such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Trustee, all information necessary to compute any tax imposed under Section
860E(e) of the Code as a result of a Transfer of an Ownership Interest in a
Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
6.02(i) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trustee of an Opinion of Counsel addressed to the Trustee,
which
Opinion of Counsel shall not be an expense of the Trustee, the Sellers or the
Master Servicer to the effect that the elimination of such restrictions, or
any
Transfer allowed by the elimination of such restrictions, will not cause REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, as applicable, to fail
to
qualify as a REMIC at any time that the Certificates are outstanding or result
in the imposition of any tax on the Trust Fund, a Certificateholder or another
Person. Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement that, based
on an
Opinion of Counsel addressed to the Trustee and furnished to the Trustee, is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate that is held by
a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(j) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 6.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Sellers or the Master Servicer.
Section
6.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof and (b) there is delivered to the
Trustee such security or indemnity as may be required by them to save each
of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class, tenor and Percentage Interest. In connection with the issuance of any
new
Certificate under this Section 6.03, the Trustee may require the payment of
a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses
of
the Trustee) connected therewith. Any replacement Certificate issued pursuant
to
this Section 6.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
Section
6.04 Persons
Deemed Owners.
The
Trustee and any agent of the Trustee may treat the person in whose name any
Certificate is registered as the owner of such Certificate for the purpose
of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Trustee nor any agent of the Trustee shall be
affected by any notice to the contrary.
Section
6.05 Access
to List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Trustee, (b) state that such Certificateholders desire to communicate with
other
Certificateholders with respect to their rights under this Agreement or under
the Certificates, and (c) provide a copy of the communication that such
Certificateholders propose to transmit or if the Depositor or the Master
Servicer shall request such information in writing from the Trustee, then the
Trustee shall, within ten Business Days after the receipt of such request,
provide the Depositor, the Master Servicer or such Certificateholders at such
recipients’ expense the most recent list of the Certificateholders of the Trust
Fund held by the Trustee, if any. The Depositor and every Certificateholder,
by
receiving and holding a Certificate, agree that the Trustee shall not be held
accountable by reason of the disclosure of any such information as to the list
of the Certificateholders hereunder, regardless of the source from which such
information was derived.
Section
6.06 Book-Entry
Certificates.
The
Regular Certificates (other than the Class CE Certificates and Class P
Certificates), upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates, to
be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of such Certificates will
receive a definitive certificate representing such Certificate Owner’s interest
in such Certificates, except as provided in Section 6.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
6.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor and the Trustee may deal with the Depository and the Depository
Participants for all purposes (including the making of distributions) as the
authorized representative of the respective Certificate Owners of such
Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Trustee except
to
another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 6.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants;
(f) the
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants;
and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
The
Private Certificates shall initially be held in fully registered certificated
form. If at any time the Holders of all of the Certificates of one or more
such
Classes request that the Trustee cause such Class to become Global Certificates,
the Depositor (with the assistance of the Trustee) will take such action as
may
be reasonably required to cause the Depository to accept such Class or Classes
for trading if it may legally be so traded. If at anytime there are to be Global
Certificates, the Global Certificates shall be delivered to the Depository
by
the Depositor or deposited with the Trustee as custodian for the
Depository.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
Section
6.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Trustee shall give all such notices and communications
to the Depository.
Section
6.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Trustee that the Depository is
no
longer willing or able to discharge properly its responsibilities under the
Depository Agreement with respect to such Certificates and the Depositor is
unable to locate a qualified successor or (b) the Depositor, with the consent
of
Depository Participants, advises the Trustee that it elects to terminate the
book-entry system with respect to such Certificates through the Depository,
then
the Trustee shall notify all Certificate Owners of such Certificates, through
the Depository, of the occurrence of any such event and of the availability
of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall countersign and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee shall be liable for any delay in delivery of
such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Trustee to exchange or cause the exchange of the Certificate Owner’s
interest in such Class of Certificates for an equivalent Voting Right in fully
registered definitive form. Upon receipt by the Trustee of instructions from
the
Depository directing the Trustee to effect such exchange (such instructions
to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required
by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant’s account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner’s Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class
of
Certificates by the amount of the definitive Certificates.
Section
6.09 Maintenance
of Office or Agency.
The
Trustee will maintain or cause to be maintained at its expense an office or
offices or agency or agencies at the Corporate Trust Office where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01 Liabilities
of the Depositor and the Master Servicer.
Each
of
the Depositor, and the Master Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by it herein.
Section
7.02 Merger
or Consolidation of the Depositor or the Master Servicer.
(a) Each
of
the Depositor and the Master Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the state
of
its incorporation, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.
(b) Any
Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be
the
successor of the Depositor or the Master Servicer hereunder, without the
execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section
7.03 Indemnification
of the Trustee and the Master Servicer.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons including LaSalle
Bank National Association as Trustee and in its individual capacity only to
the
extent of its performance of its duties hereunder, and to hold them harmless
against, any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or relating to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, including any powers of attorney delivered pursuant to this
Agreement, the Custodial Agreement or the Certificates (i) related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall
have
given the Master Servicer and the Seller written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that the failure to give such notice shall not
relieve the Master Servicer of its indemnification obligations hereunder. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.
(b) The
Seller will indemnify any Indemnified Person including LaSalle Bank National
Association as Trustee and in its individual capacity only to the extent of
its
performance of its duties hereunder for any loss, liability or expense of any
Indemnified Person not otherwise paid or covered pursuant to subsection (a)
above.
Section
7.04 Limitations
on Liability of the Depositor, the Master Servicer and Others. Subject to
the obligation of the Master Servicer to indemnify the Indemnified Persons
pursuant to Section 7.03:
(a) Neither
the Depositor, the Master Servicer nor any of the directors, officers, employees
or agents of the Depositor and the Master Servicer shall be under any liability
to the Indemnified Persons, the Trust Fund or the Certificateholders for taking
any action or for refraining from taking any action in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of such Person’s willful
misfeasance, bad faith or gross negligence in the performance of duties or
by
reason of reckless disregard of obligations and duties hereunder.
(b) The
Depositor, the Master Servicer and any director, officer, employee or agent
of
the Depositor and the Master Servicer may rely in good faith on any document
of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder.
(c) The
Depositor, the Master Servicer, LaSalle Bank National Association as Trustee
and
in its individual capacity only to the extent of its performance of its duties
hereunder, the Custodian and any director, officer, employee or agent of the
Depositor, the Master Servicer, the Trustee, the Custodian shall be indemnified
by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on
their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Custodial Agreement or the Certificates,
other than (i) in the case of the Master Servicer, (x) any such loss, liability
or expense related to the Master Servicer’s failure to perform its duties in
compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or (y) any such
loss, liability or expense incurred by reason of the Master Servicer’s willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder, or by reason of reckless disregard of obligations and duties
hereunder, (ii) in the case of the Trustee, any such loss, liability or expense
incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence
in the performance of its duties hereunder, or by reason of its reckless
disregard of obligations and duties hereunder and (iii) in the case of the
Custodian, any such loss, liability or expense incurred by reason of the
Custodian’s willful misfeasance, bad faith or negligence in the performance of
its duties under the Custodial Agreement, or by reason of its reckless disregard
of obligations and duties thereunder.
(d) Neither
the Depositor nor the Master Servicer shall be under any obligation to appear
in, prosecute or defend any legal action that is not incidental to its duties
under this Agreement and that in its opinion may involve it in any expense
or
liability; provided, however, the Master Servicer may in its discretion, with
the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom (expect any
loss,
liability or expense incurred by reason of reckless disregard of obligations
and
duties hereunder) shall be expenses, costs and liabilities of the Trust Fund,
and the Master Servicer shall be entitled to be reimbursed therefor out of
the
Protected Account as provided by Section 4.02. Nothing in this subsection
7.04(d) shall affect the Master Servicer’s obligation to service and administer
the Mortgage Loans pursuant to Article III.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
Section
7.05 Master
Servicer Not to Resign. Except as provided in Section 7.07, the Master
Servicer shall not resign from the obligations and duties hereby imposed on
it
except (i) with the prior consent of the Trustee (which consents shall not
be
unreasonably withheld) or (ii) upon a determination that any such duties
hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel,
addressed to and delivered to, the Trustee. No such resignation by the Master
Servicer shall become effective until the Trustee or a successor to the Master
Servicer reasonably satisfactory to the Trustee shall have assumed the
responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies of the
resignation of the Master Servicer.
Section
7.06 Successor
Master Servicer. In connection with the appointment of any Successor Master
Servicer or the assumption of the duties of the Master Servicer, the Trustee
may
make such arrangements for the compensation of such Successor Master Servicer
out of payments on the Mortgage Loans as the Trustee and such Successor Master
Servicer shall agree. If the Successor Master Servicer does not agree that
such
market value is a fair price, such Successor Master Servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single family mortgage loans. In no event shall the compensation of any
Successor Master Servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.
Section
7.07 Sale
and Assignment of Master Servicing. The Master Servicer may sell and assign
its rights and delegate its duties and obligations in its entirety as Master
Servicer under this Agreement; provided, however, that: (i) the purchaser or
transferee accepting such assignment and delegation (a) shall be a Person which
shall be qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac;
(b)
shall have a net worth of not less than $15,000,000 (unless otherwise approved
by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective
date
of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating
Agency’s rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter
to
such effect delivered to the Master Servicer and the Trustee (at the expense
of
the Master Servicer); and (iii) the Master Servicer assigning and selling the
master servicing shall deliver to the Trustee an Officer’s Certificate and an
Opinion of Counsel addressed to the Trustee, each stating that all conditions
precedent to such action under this Agreement have been completed and such
action is permitted by and complies with the terms of this Agreement. No such
assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01 Events
of Default.
“Event
of
Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Trustee any amounts received
or
collected by the Master Servicer in respect of the Mortgage Loans and required
to be remitted by it hereunder (other than any Advance), which failure shall
continue unremedied for one Business Day after the date on which written notice
of such failure shall have been given to the Master Servicer by the Trustee
or
the Depositor, or to the Trustee and the Master Servicer by the Holders of
Certificates evidencing not less than 25% of the Voting Rights evidenced by
the
Certificates;
(ii) other
than with respect to clause (vii) below, any failure by the Master Servicer
to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in this Agreement or
any
breach of a representation or warranty by the Master Servicer, which failure
or
breach shall continue unremedied for a period of 60 days after the date on
which
written notice of such failure shall have been given to Master Servicer by
the
Trustee or the Depositor, or to the Trustee and the Master Servicer by the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates;
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer;
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 7.05 or 7.07;
(vii) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.13, 3.14 or 3.16; or
(viii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New
York
City time on the Distribution Account Deposit Date.
If
an
Event of Default shall occur, then, and in the case of an Event of Default
described in clauses (i) through (vii) above, so long as such Event of Default
shall not have been remedied, the Trustee may, and, at the direction of the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall, by notice in writing to the Master Servicer
and the Swap Provider (with a copy to each Rating Agency), terminate all of
the
rights and obligations of the Master Servicer under this Agreement and in and
to
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. Notwithstanding anything to the contrary contained
in this Agreement, the Trustee shall only terminate the Master Servicer for
an
Event of Default as described in clause (vii) above upon direction from the
Depositor. If an Event of Default described in clause (viii) of this Section
8.01 shall occur, the Trustee shall, by notice in writing to the Master
Servicer, which may be delivered by telecopy, immediately terminate all of
the
rights and obligations of the Master Servicer thereafter arising under this
Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Advances and other advances of its
own
funds, and the Trustee shall act as provided in Section 8.02 to carry out the
duties of the Master Servicer, including the obligation to make any Advance
the
nonpayment of which was an Event of Default described in clause (viii) of this
Section 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.
On
or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer hereunder, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 8.02 (a “Successor Master Servicer”). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer
is a
successor to the Master Servicer, make any Advance required by Article V,
subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the terminated
Master Servicer, as attorney- in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary
or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of any Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VII or Article IX. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’s responsibilities and rights hereunder, including, without limitation,
the transfer to the applicable Successor Master Servicer of all cash amounts
which shall at the time be credited to the Protected Account maintained pursuant
to Section 4.02, or thereafter be received with respect to the applicable
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default known to the Trustee.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan that was due prior to the notice terminating the
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which the Master Servicer
would have been entitled pursuant to Sections 4.02 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which arose
prior to the termination of its activities hereunder.
Section
8.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 8.01 hereof the Trustee shall automatically become the successor to
the
Master Servicer with respect to the transactions set forth or provided for
herein and after a transition period (not to exceed 90 days), shall be subject
to all the responsibilities, duties and liabilities relating thereto placed
on
the Master Servicer by the terms and provisions hereof; provided, however that,
pursuant to Article V hereof, the Trustee in its capacity as Successor Master
Servicer shall be responsible for making any Advances required to be made by
the
Master Servicer immediately upon the termination of the Master Servicer and
any
such Advance shall be made on the Distribution Date on which such Advance was
required to be made by the predecessor Master Servicer. Effective on the date
of
such notice of termination, as compensation therefor, the Trustee shall be
entitled to all compensation, reimbursement of expenses and indemnification
that
the Master Servicer would have been entitled to if it had continued to act
hereunder, provided, however, that the Trustee shall not be (i) liable for
any
acts or omissions of the Master Servicer, (ii) obligated to make Advances if
it
is prohibited from doing so under applicable law, (iii) responsible for expenses
of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
losses on any Permitted Investment directed by the Master Servicer.
Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to
so
act, or shall, if it is prohibited by applicable law from making Advances
pursuant to Article V or if it is otherwise unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution the appointment of which does not adversely affect
the then current rating of the Certificates by each Rating Agency as the
successor to the Master Servicer hereunder in the assumption of all or any
part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Any Successor Master Servicer shall (i) be an institution that is a Xxxxxx
Mae
and Xxxxxxx Mac approved seller/servicer in good standing, that has a net worth
of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall
not be unreasonably withheld) and (iii) be willing to act as successor servicer
of any Mortgage Loans under this Agreement, and shall have executed and
delivered to the Depositor and the Trustee an agreement accepting such
delegation and assignment, that contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 8.01 or
as
otherwise set forth herein), with like effect as if originally named as a party
to this Agreement, provided that each Rating Agency shall have acknowledged
in
writing that its rating of the Certificates in effect immediately prior to
such
assignment and delegation will not be qualified or reduced as a result of such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 8.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall act in such capacity
as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out
of
payments on Mortgage Loans or otherwise as it and such successor shall agree;
provided that no such compensation unless agreed to by the Certificateholders
shall be in excess of that permitted the Master Servicer hereunder. The Trustee
and such successor shall take such action, consistent with this Agreement,
as
shall be necessary to effectuate any such succession. Neither the Trustee nor
any other Successor Master Servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused
by
the failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to
it.
The
costs
and expenses of the Trustee in connection with the termination of the Master
Servicer, appointment of a Successor Master Servicer and, if applicable, any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Master Servicer to service
the
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer as successor servicer under any
Subservicing Agreement shall give notice to the applicable Mortgagors of such
change of servicer and shall, during the term of its service as successor
servicer maintain in force the policy or policies that the Master Servicer
is
required to maintain pursuant to Section 3.08.
Section
8.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders, the Swap
Provider and to each Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and the Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing over 50% of the Voting Rights may, on behalf
of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except
a
default in the making of or the causing to be made of any required distribution
on the Certificates. Upon any such waiver of a past default, such default shall
be deemed to cease to exist, and any Event of Default arising therefrom shall
be
deemed to have been timely remedied for every purpose of this Agreement. No
such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Trustee shall
give notice of any such waiver to the Rating Agencies.
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01 Duties
of Trustee.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement
as duties of the Trustee. If an Event of Default has occurred and has not been
cured or waived, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement, and the same degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the
conduct of such Person’s own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Trustee pursuant to any provision of this Agreement, the
Trustee shall examine them to determine whether they are in the form required
by
this Agreement; provided, however, that the Trustee shall not be responsible
for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer;
provided, further, that the Trustee shall not be responsible for the accuracy
or
verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Trustee shall make monthly distributions and the final
distribution to the Certificateholders from funds in the Distribution Account
as
provided in Sections 5.04 and 10.01 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided, however, that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of all
such Events of Default which may have occurred, the duties and obligations
of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) The
Trustee shall not be liable in its individual capacity for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the directions of
the
Holders of Certificates evidencing not less than 25% of the aggregate Voting
Rights of the Certificates (or such other percentage as specifically set forth
herein), if such action or non-action relates to the time, method and place
of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or other power conferred upon the Trustee under this
Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee shall have actual knowledge thereof. In the absence of such knowledge,
the Trustee may conclusively assume there is no such default or Event of
Default;
(v) The
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held by or in the name of Trustee unless it is determined by a court
of
competent jurisdiction in a non-appealable judgment that the Trustee’s
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(vii) None
of
the Master Servicer, the Seller, the Depositor or the Trustee shall be
responsible for the acts or omissions of the other, it being understood that
this Agreement shall not be construed to render them partners, joint venturers
or agents of one another.
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder, or in
the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Master Servicer.
(e) All
funds
received by the Trustee and required to be deposited in the Distribution Account
pursuant to this Agreement will be promptly so deposited by the
Trustee.
Section
9.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 9.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller or the Master Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) The
Trustee shall not be liable in its individual capacity for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or
within the discretion or rights or powers conferred upon it by this
Agreement;
(v) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing
not
less than 25% of the aggregate Voting Rights of the Certificates and provided
that the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement. The Trustee may require
reasonable indemnity against such expense or liability as a condition to taking
any such action. The reasonable expense of every such examination shall be
paid
by the Certificateholders requesting the investigation;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys; provided,
however, that the Trustee may not appoint any paying agent to perform any paying
agent functions under this Agreement without the express written consent of
the
Master Servicer, which consents will not be unreasonably withheld. The Trustee
shall not be liable or responsible for the misconduct or negligence of any
of
the Trustee’s agents or attorneys or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the Trustee deem the nature of any action required on its part to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(viii) The
Trustee shall not be required to give any bond or surety with respect to the
execution of the trust created hereby or the powers granted hereunder, except
as
provided in subsection 9.07; and
(ix) The
Trustee shall not have any duty to conduct any affirmative investigation as
to
the occurrence of any condition requiring the repurchase of any Mortgage Loan
by
any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
for purposes of this Agreement.
(b) The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
are
hereby directed by the Depositor to execute, deliver and perform its respective
obligations under the Swap Administration Agreement and to perform the
obligations of the Trustee, the Swap Administrator and the Supplemental Interest
Trust Trustee, respectively, thereunder on the Closing Date and thereafter
on
behalf of the Holders of the Certificates (and any amendments or supplements
to
the Swap Administration Agreement as may be requested by the Majority Class
CE
Certificateholder regarding the distributions to be made to it or its designees
thereunder). The Seller, the Master Servicer, the Depositor and the
Certificateholders by acceptance of their Certificates acknowledge and agree
that the Trustee, the Swap Administrator and the Supplemental Interest Trust
Trustee shall execute, deliver and perform its respective obligations under
the
Swap Administration Agreement and shall do so solely in its capacity as Trustee,
the Swap Administrator and the Supplemental Interest Trust Trustee and not
in
its individual capacity. Amounts payable by the Trustee on any Distribution
Date
to the Swap Administrator shall be paid by the Trustee as provided herein.
The
Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
in
its individual capacity shall have no responsibility for any of the
undertakings, agreements or representations by it with respect to the Swap
Administration Agreement, including, without limitation, for making any payments
thereunder.
It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Swap Administrator under the Swap Administration Agreement and act
as
Supplemental Interest Trust Trustee under the Swap Agreement. The Swap
Administrator shall not have any liability for any failure or delay in payments
to the Trust which are required under the Swap Administration Agreement where
such failure or delay is due to the failure or delay of the Swap Provider in
making such payment to the Swap Administrator. LaSalle Bank National Association
in its individual capacity and as Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustee shall be entitled to be indemnified and
held
harmless by the Trust from and against any and all losses, claims, expenses
or
other liabilities that arise by reason of or in connection with the performance
or observance by each of the Swap Administrator, the Trustee and the
Supplemental Interest Trust Trustee of its duties or obligations under the
Swap
Agreement or the Swap Administration Agreement, except to the extent that the
same is due to the Swap Administrator’s, the Trustee’s or the Supplemental
Interest Trust Trustee’s gross negligence, willful misconduct or fraud. Any
Person appointed as successor trustee pursuant to Section 9.09 shall also be
required to serve as successor Swap Administrator and successor supplemental
interest trust trustee under the Swap Agreement and the Swap Administration
Agreement.
Section
9.03 Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee shall not have any responsibility
for their correctness. The Trustee makes no representation as to the validity
or
sufficiency of the Certificates (other than the signature and countersignature
of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing
shall not relieve the Trustee, or the Custodian on its behalf, of the obligation
to review the Mortgage Files pursuant to Section 2.02 of this Agreement. The
Trustee’s signature and countersignature (or countersignature of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for
the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. Subject to Section 2.06, the Trustee shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement
or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
hereunder or intended to be issued hereunder. The Trustee shall not at any
time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not be responsible
for filing any financing or continuation statement in any public office at
any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to record this Agreement.
Section
9.04 Trustee
May Own Certificates.
The
Trustee in its individual capacity or in any capacity other than as Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee and may otherwise deal with
the
parties hereto.
Section
9.05 Trustee’s
Expenses.
The
Trustee will be entitled to recover from the Distribution Account pursuant
to
Section 4.05, all reasonable out of pocket expenses, disbursements and advances
and the expenses of the Trustee in connection with any Event of Default (or
anything related thereto, including any determination that an Event of Default
does or does not exist), any breach of this Agreement or any claim or legal
action (including any pending or threatened claim or legal action) incurred
or
made by the Trustee in the administration of the trusts hereunder (including
the
reasonable compensation, expenses and disbursements of its counsel) except
any
such expense, disbursement or advance as may arise from its negligence or
intentional misconduct or which is the responsibility of the Certificateholders
hereunder. If funds in the Distribution Account are insufficient therefor,
the
Trustee shall recover such expenses, disbursements or advances from the
Depositor and the Depositor hereby agrees to pay such expenses, disbursements
or
advances. Such compensation and reimbursement obligation shall not be limited
by
any provision of law in regard to the compensation of a trustee of an express
trust.
Section
9.06 Eligibility
Requirements for Trustee.
The
Trustee and any successor Trustee shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of a state or the United States
of
America, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus and undivided profits of at least $50,000,000,
subject to supervision or examination by federal or state authority and rated
“BBB” or higher by Fitch with respect to their long-term rating and rated “BBB”
or higher by S&P and “Baa2” or higher by Xxxxx’x with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Trustee other than pursuant to Section 9.10, rated in one of the
two
highest long-term debt categories by each Rating Agency (at least “AA-” in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and
have a short-term debt rating of at least “A-1” from S&P, or otherwise
acceptable to, S&P. The Trustee shall not be an Affiliate of the Master
Servicer. If the Trustee publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 9.06 the combined capital
and
surplus of such corporation shall be deemed to be its total equity capital
(combined capital and surplus) as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.08.
Section
9.07 Insurance.
The
Trustee, at its own expense, shall at all times maintain and keep in full force
and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
forgery insurance (which may be collectively satisfied by a “Financial
Institution Bond” and/or a “Bankers’ Blanket Bond”); provided, that such
insurance may be provided through self-insurance so long as the Trustee is
rated
“A” or better by S&P and “A1” or better by Xxxxx’x. All such insurance shall
be in amounts, with standard coverage and subject to deductibles, as are
customary for insurance typically maintained by banks or their affiliates which
act as custodians for investor-owned mortgage pools. A certificate of an officer
of the Trustee as to the Trustee’s compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section
9.08 Resignation
and Removal of Trustee.
The
Trustee may at any time resign and be discharged from the Trust hereby created
by giving written notice thereof to the Depositor, the Seller and the Master
Servicer, with a copy to the Rating Agencies and the Swap Provider. Upon
receiving such notice of resignation, the Depositor shall promptly appoint
a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.
If
at any
time (i) the Trustee shall cease to be eligible in accordance with the
provisions of Section 9.06 hereof and shall fail to resign after written request
thereto by the Depositor, (ii) the Trustee shall become incapable of acting,
or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with
respect to the Trust Fund by any state in which the Trustee or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee and (C) the Trustee fails to indemnify the Trust Fund against
such tax, then the Depositor or the Master Servicer may remove the Trustee
and
appoint a successor trustee by written instrument, in multiple copies, a copy
of
which instrument shall be delivered to the Trustee, the Master Servicer and
the
successor trustee.
The
Holders evidencing more than 50% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in multiple copies, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered by the successor trustee to the Master Servicer,
the Trustee so removed and the successor trustee so appointed. Notice of any
removal of the Trustee shall be given to each Rating Agency by the Trustee
or
successor trustee.
Any
resignation or removal of LaSalle Bank National Association as Trustee shall
also result in the resignation or removal, as applicable, of LaSalle Bank
National Association as Swap Administrator. Any resignation or removal of the
Trustee and appointment of a successor trustee pursuant to any of the provisions
of this Section 9.08 shall become effective upon acceptance of appointment
by
the successor trustee as provided in Section 9.09 hereof and upon acceptance
of
appointment by a successor swap administrator under the Swap Administration
Agreement.
Section
9.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 9.08 hereof shall execute,
acknowledge and deliver to the Depositor, to its predecessor trustee, the Master
Servicer an instrument accepting such appointment hereunder and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein.
No
successor trustee shall accept appointment as provided in this Section 9.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 9.07 hereof and its appointment shall not
adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
9.09, the successor trustee shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the successor trustee fails to
mail
such notice within ten days after acceptance of appointment, the Depositor
shall
cause such notice to be mailed at the expense of the Trust Fund.
Section
9.10 Merger
or Consolidation of Trustee.
Any
corporation, state bank or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee, shall be
the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 hereof without the execution
or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and
be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 9.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed (whether a Trustee hereunder or as a Successor Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in
any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
IX.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section
9.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute, and that the affairs of the
Trust
Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
“real estate mortgage investment conduit” as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the Trustee covenants
and agrees that it shall act as agent (and the Trustee is hereby appointed
to
act as agent) on behalf of the Trust Fund. The Trustee, as agent on behalf
of
the Trust Fund, shall do or refrain from doing, as applicable, the following:
(a) the Trustee shall prepare and file, or cause to be prepared and filed,
in a
timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each such REMIC containing such
information and at the times and in the manner as may be required by the Code
or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such
times and in such manner as may be required thereby; (b) the Trustee shall
apply
for an employer identification number with the Internal Revenue Service via
a
Form SS-4 or other comparable method for each REMIC that is or becomes a taxable
entity, and within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may
be
required by the Code, the name, title, address, and telephone number of the
Person that the Holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such Form, and update such information at the time or times in the manner
required by the Code for the Trust Fund; (c) the Trustee shall make or cause
to
be made elections, on behalf of each REMIC formed hereunder to be treated as
a
REMIC on the federal tax return of such REMIC for its first taxable year (and,
if necessary, under applicable state law); (d) the Trustee shall prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and
to
the Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them
in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption;
(e)
the Trustee shall provide information necessary for the computation of tax
imposed on the Transfer of a Residual Certificate to a Person that is not a
Permitted Transferee, or an agent (including a broker, nominee or other
middleman) of a Person that is not a Permitted Transferee, or a pass-through
entity in which a Person that is not a Permitted Transferee is the record Holder
of an interest (the reasonable cost of computing and furnishing such information
may be charged to the Person liable for such tax); (f) the Trustee shall, to
the
extent under its control, conduct the affairs of the Trust Fund at all times
that any Certificates are outstanding so as to maintain the status of each
REMIC
formed hereunder as a REMIC under the REMIC Provisions; (g) the Trustee shall
not knowingly or intentionally take any action or omit to take any action that
could (i) cause the termination of the REMIC status of any REMIC formed
hereunder or (ii) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined
in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth
in Section 860G(d) of the Code); (h) the Trustee shall pay, from the sources
specified in this Section 9.12, the amount of any federal, state and local
taxes, including prohibited transaction taxes as described below, imposed on
any
REMIC formed hereunder prior to the termination of the Trust Fund when and
as
the same shall be due and payable (but such obligation shall not prevent the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee shall sign or cause to be signed federal, state
or
local income tax or information returns or any other document prepared pursuant
to this Section 9.12 requiring a signature thereon by the relevant tax
authorities or other governmental entity; (j) the Trustee shall maintain records
relating to each REMIC formed hereunder including but not limited to the income,
expenses, assets and liabilities of each such REMIC and adjusted basis of the
Trust Fund property determined at such intervals as may be required by the
Code,
as may be necessary to prepare the foregoing returns, schedules, statements
or
information; (k) the Trustee shall, for federal income tax purposes, maintain
books and records with respect to the REMICs on a calendar year and on an
accrual basis; (l) the Trustee shall not enter into any arrangement not
otherwise provided for in this Agreement by which the REMICs will receive a
fee
or other compensation for services nor permit the REMICs to receive any income
from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
the Code or “permitted investments” as defined in Section 860G(a)(5) of the
Code; and (m) as and when necessary and appropriate, the Trustee, at the expense
of the Trust Fund, shall represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year
of
any REMIC formed hereunder, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of the Trust Fund, and otherwise act on behalf of each REMIC formed
hereunder in relation to any tax matter involving any such REMIC.
In
order
to enable the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within 10 days after
the
Closing Date all information or data that the Trustee requests in writing and
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans.
Thereafter, the Depositor shall provide to the Trustee promptly upon written
request therefor, any such additional information or data that the Trustee
may,
from time to time, request in order to enable the Trustee to perform its duties
as set forth herein. The Depositor hereby indemnifies the Trustee for any
losses, liabilities, damages, claims or expenses of the Trustee arising from
any
errors or miscalculations of the Trustee that result from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data
to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in Section
860F(a)(2) of the Code, on the “net income from foreclosure property” of the
Trust Fund as defined in Section 860G(c) of the Code, on any contribution to
any
of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the Startup
Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
and is not paid as otherwise provided for herein, such tax shall be paid (i)
by
the Master Servicer or Trustee, if any such tax arises out of or results from
a
breach by the Master Servicer or Trustee of any of its obligations under this
Agreement, provided, however, in no event shall the Master Servicer have any
liability (1) for any action or omission that is taken in accordance with and
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any losses other than those arising out of
a
negligent performance by the Master Servicer of its duties and obligations
set
forth herein, or (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates), (ii) by any party hereto (other than the Master Servicer or
Trustee) to the extent any such tax arises out of or results from a breach
by
such other party of any of its obligations under this Agreement or (iii) in
all
other cases, or in the event that any liable party hereto fails to honor its
obligations under the preceding clauses (i) or (ii), first with amounts
otherwise to be distributed to the Class R Certificateholders, and second with
amounts otherwise to be distributed to the Holders of the following other
Certificates in the following order of priority: first, to the Class M-9
Certificates, second, to the Class M-8 Certificates, third, to the Class M-7
Certificates, fourth, to the Class M-6 Certificates, fifth, to the Class M-5
Certificates, sixth, to the Class M-4 Certificates, seventh, to the Class M-3
Certificates, eighth, to the Class M-2 Certificates, ninth, to the Class M-1
Certificates, and tenth, to the Class A Certificates (on a pro rata
basis based on the amounts to be distributed). Notwithstanding anything to
the
contrary contained herein, to the extent that such tax is payable by the Holder
of any such Certificates, the Trustee is hereby authorized to retain on any
Distribution Date, from the Holders of the Class R Certificates (and, if
necessary, second, from the Holders of the other relevant Certificates in the
priority specified in the preceding sentence), funds otherwise distributable
to
such Holders in an amount sufficient to pay such tax. The Trustee shall include
in its Monthly Statement amounts allocated to the relevant Certificates, taking
into account the priorities described in the second preceding sentence. The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
The
Trustee and the Master Servicer agree that, in the event it should obtain any
information necessary for the other party to perform its obligations pursuant
to
this Section 9.12, it will promptly notify and provide such information to
such
other party.
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.
For
as
long as each REMIC shall exist, the Trustee and the Master Servicer shall act
in
accordance herewith to assure continuing treatment of such REMIC as a REMIC,
and
the Trustee shall comply with any directions of the Seller or the Master
Servicer to assure such continuing treatment. In furtherance, but not in
limitation, of the foregoing, the Trustee and Master Servicer shall not (unless
expressly permitted under the terms of this Agreement) (a) sell or permit the
sale of all or any portion of the Mortgage Loans or of any investment of
deposits in an Account unless such sale is as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
Opinion addressed to the Trustee prepared at the expense of the Trust Fund;
(b)
other than with respect to a substitution pursuant to the Mortgage Loan Purchase
Agreement or Section 2.02 or Section 2.03 of this Agreement, as applicable,
accept any contribution to any REMIC after the Startup Day without receipt
of a
REMIC Opinion; or (c) acquire any assets for any REMIC other than any REO
Property after the Startup Day without receipt of a REMIC Opinion.
For
the
avoidance of doubt, notwithstanding anything stated to the contrary herein,
neither the Supplemental Interest Trust Trustee nor the Swap Administrator
nor
the Trustee shall have any responsibility for the entity-level tax filing or
tax
preparation of the Supplemental Interest Trust.
ARTICLE
X
TERMINATION
Section
10.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
(a) Subject
to Section 10.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Seller and the Trustee created hereby with respect to
the
Trust Fund shall terminate upon the earlier of (a) the exercise of the Majority
Class CE Certificateholder (or its designee) or the Master Servicer, as
applicable, pursuant to clause (b) below of its right to repurchase all of
the
Mortgage Loans (and REO Properties) remaining in the Trust Fund at a price
(the
“Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated
Principal Balance of each Mortgage Loan (other than in respect of REO Property),
(ii) accrued interest thereon at the applicable Mortgage Rate to, but not
including, the first day of the month of such purchase, (iii) the appraised
value of any REO Property in the Trust Fund (up to the Stated Principal Balance
of the related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed
out-of pocket costs of the Master Servicer, including unreimbursed Servicing
Advances and the principal portion of any unreimbursed Advances, made on the
Mortgage Loans prior to the exercise of such repurchase right, (v) any
unreimbursed costs and expenses of the Trustee payable pursuant to Section
9.05
or of the Custodian pursuant to the Custodial Agreement, (vi) any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Trust Fund for the final Distribution Date) payable to the Swap Provider which
remains unpaid or which is due to the exercise of such option (the “Swap
Optional Termination Payment”) and (b) the later of (i) the maturity or other
liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all REO Property and (ii)
the
distribution to Certificateholders of all amounts required to be distributed
to
them pursuant to this Agreement, as applicable. In no event shall the Trust
Fund
created hereby continue beyond the earlier of (i) the expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx,
the
late Ambassador of the United States to the Court of St. Xxxxx, living on the
date hereof and (ii) the Latest Possible Maturity Date.
(b) The
Majority Class CE Certificateholder shall have right to repurchase all Mortgage
Loans and related REO Properties at any time at which the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund is not more
than 10% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
Loans. If the Majority Class CE Certificateholder does not exercise this option,
the Master Servicer has the right to repurchase all Mortgage Loans and related
REO Properties pursuant to clause (a) in Section 10.01(a), conditioned upon
the
Stated Principal Balance of all of the Mortgage Loans in the Trust Fund, at
the
time of any such repurchase, aggregating 5% or less of the aggregate Cut-off
Date Principal Balance of all of the Mortgage Loans. If the Majority Class
CE
Certificateholder or the Master Servicer elects to terminate the Trust Fund
pursuant to this Section 10.01 (such termination, an “Optional Termination”),
the Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall, at least 20 days prior to the last date on which notice of such Optional
Termination is required to be mailed to the Certificateholders pursuant to
10.02(ii), notify in writing (which may be done in electronic format) the
Depositor, the Master Servicer, the Trustee and the Swap Provider of the final
Distribution Date on which the Majority Class CE Certificateholder or the Master
Servicer, as applicable, intends to terminate the Trust Fund.
(c) In
connection with any Optional Termination, four Business Days prior to the final
Distribution Date specified in the notice required pursuant to Section 10.01(b),
the Trustee shall, no later than 4:00 pm New York City time on such day, request
in writing (which may be done by facsimile) and by phone from the Swap Provider
the amount of the Estimated Swap Termination Payment (as defined in the Swap
Agreement) and otherwise in accordance with the notice requirements of Part
5(c)(v) of the Swap Agreement. The Swap Provider shall, no later than 2:00
pm on
the following Business Day, notify in writing (which may be done in electronic
format) the Trustee of the amount of the Estimated Swap Termination Payment
(as
defined in the Swap Agreement) the Trustee shall promptly on the same day notify
the Majority Class CE Certificateholder or the Master Servicer, as applicable,
of the amount of the Estimated Swap Termination Payment.
(d) Two
Business Days prior to the final Distribution Date specified in the notice
required pursuant to Section 10.01(b), (i) the Majority Class CE
Certificateholder or the Master Servicer, as applicable, shall, no later than
1:00 pm New York City time on such day, deposit funds in the Distribution
Account in an amount equal to the sum of the Mortgage Loan Purchase Price (other
than the Swap Optional Termination Payment) and the Estimated Swap Termination
Payment, and (ii) if the Trustee shall have determined that the aggregate Stated
Principal Balance of all of the Mortgage Loans in the Trust Fund as of the
related Determination Date is not more than 10% of the aggregate Cut-off Date
Principal Balance of all of the Mortgage Loans or 5% of the aggregate Cut-off
Date Principal Balance of all of the Mortgage Loans, as applicable, and that
all
other requirements of the Optional Termination have been met, including without
limitation, the deposit required pursuant to this clause (d) as well as the
requirements specified in Section 10.03, then the Trustee shall, on the same
Business Day, provide written notice to the Majority Class CE Certificateholder,
the Depositor, the Master Servicer, the Supplemental Interest Trust Trustee,
the
Trustee, the Custodian and the Swap Provider (in accordance with the applicable
provision of the Swap Agreement) confirming (a) its receipt of the Mortgage
Loan
Purchase Price (other than the Swap Optional Termination Payment) and the
Estimated Swap Termination Payment and (b) that all other requirements of the
Optional Termination have been met. Upon the Trustee’s providing the notice
described in the preceding sentence, the Optional Termination shall become
irrevocable, the notice to Certificateholders of such Optional Termination
provided pursuant to the second paragraph of Section 10.02 shall become
unrescindable, the Swap Provider shall determine the Swap Optional Termination
Payment in accordance with the Swap Agreement, and the Swap Provider shall
provide to the Trustee written notice of the amount of the Swap Optional
Termination Payment not later than one Business Day prior to the final
Distribution Date specified in the notice required pursuant to Section 10.02(ii)
and in the event that the Trustee fails to provide the notice described in
the
preceding sentence, any notice provided under Section 10.01(b) shall be deemed
rescinded.
(e) In
connection with any Optional Termination, only an amount equal to the Mortgage
Loan Purchase Price less any Swap Optional Termination Payment shall be made
available for distribution to the Regular Certificates. Any Estimated Swap
Termination Payment deposited into the Distribution Account by the Majority
Class CE Certificateholder or the Master Servicer, as applicable, shall be
withdrawn by the Trustee from the Distribution Account on the related final
Distribution Date and distributed as follows: (i) to the Supplemental Interest
Trust for payment to the Swap Provider in accordance with Section 3.21(c),
an
amount equal to the Swap Optional Termination Amount calculated pursuant to
the
Swap Agreement, provided that in no event shall the amount distributed to the
Swap Provider in respect of the Swap Optional Termination Amount exceed the
Estimated Swap Termination Payment, and (ii) to the Majority Class CE
Certificateholder or the Master Servicer, as applicable, an amount equal to
the
excess, if any, of the Estimated Swap Termination Payment over the Swap Optional
Termination Payment. The Swap Optional Termination Payment shall not be part
of
any REMIC and shall not be paid into any account which is part of any
REMIC.
(f) Upon
receipt by the Custodian of notice from the Trustee pursuant to Section 10.01(d)
and the receipt by the Custodian of a Request for Release therefor, the
Custodian shall promptly release to the Master Servicer, as applicable the
Mortgage Files for the Mortgage Loans and the Trustee shall execute and deliver
any documents prepared and delivered to it which are necessary to transfer
any
REO Property.
(g) Notwithstanding
the foregoing, the provisions of Section 7.03 hereof shall survive the
termination of this Agreement.
Section
10.02 Final
Distribution on the Certificates.
(i) If
on any Determination Date, (i) the Master Servicer determines that there are
no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Protected Account, the Master Servicer shall direct the
Trustee to send a final distribution notice promptly to each Certificateholder
or (ii) the Trustee determines that a Class of Certificates shall be retired
after a final distribution on such Class, the Trustee shall notify the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the
Corporate Trust Office of the Trustee. If the Majority Class CE
Certificateholder or the Master Servicer, as applicable, elects to terminate
the
Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice
is to be mailed to the Certificateholders, the Majority Class CE
Certificateholder or the Master Servicer, as applicable, shall notify the
Depositor, the Swap Provider and the Trustee of the date the Majority Class
CE
Certificateholder or the Master Servicer, as applicable, intends to terminate
the Trust Fund. The Majority Class CE Certificateholder or the Master Servicer,
as applicable, shall remit the Mortgage Loan Purchase Price to the Trustee
two
Business Days prior to the Distribution Date for such Optional Termination
by
the Majority Class CE Certificateholder or the Master Servicer, as
applicable.
(ii) Notice
of any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Trustee by letter
to Certificateholders mailed not later than two Business Days after the
Determination Date in the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on the
Certificates will be made upon presentation and surrender of Certificates at
the
office therein designated, (b) the amount of such final distribution, (c) the
location of the office or agency at which such presentation and surrender must
be made and (d) that the Record Date otherwise applicable to such Distribution
Date is not applicable, distributions being made only upon presentation and
surrender of the Certificates at the office therein specified. The Trustee
will
give such notice to each Rating Agency at the time such notice is given to
Certificateholders.
(iii) In
the event such notice is given, the Master Servicer shall cause all funds in
the
Protected Account to be remitted to the Trustee for deposit in the Distribution
Account two Business Days prior to the applicable Distribution Date in an amount
equal to the final distribution in respect of the Certificates. Upon such final
deposit with respect to the Trust Fund and the receipt by the Trustee of a
Request for Release therefor, the Trustee or the Custodian shall promptly
release to the Seller as applicable the Mortgage Files for the Mortgage Loans
and the Trustee shall execute and deliver any documents prepared and delivered
to it which are necessary to transfer any REO Property.
(iv) Upon
presentation and surrender of the related Certificates, the Trustee shall cause
to be distributed to Certificateholders of each Class the amounts allocable
to
such Certificates held in the Distribution Account in the order and priority
set
forth in Section 5.04 hereof on the final Distribution Date and in proportion
to
their respective Percentage Interests.
(v) In
the event that any affected Certificateholders shall not surrender Certificates
for cancellation within six months after the date specified in the above
mentioned written notice, the Trustee shall give a second written notice to
the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice all the applicable Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that remain a part
of
the Trust Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class R Certificateholders
shall be entitled to all unclaimed funds and other assets of the Trust Fund
that
remain subject hereto.
Section
10.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class CE Certificateholder or the Master Servicer,
as
applicable, of its purchase option as provided in Section 10.01, the Trust
Fund
shall be terminated in accordance with the following additional requirements,
unless the Trustee has been supplied with an Opinion of Counsel addressed to
the
Trustee, at the expense of the Majority Class CE Certificateholder or the Master
Servicer, as applicable, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 10.03 will not (i) result in the
imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The
Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall
establish a 90-day liquidation period and notify the Trustee thereof, and the
Trustee shall in turn specify the first day of such period in a statement
attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The
Majority Class CE Certificateholder or the Master Servicer, as applicable,
shall
satisfy all the requirements of a qualified liquidation under Section 860F
of
the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
addressed to the Trustee obtained at the expense of the Majority Class CE
Certificateholder or the Master Servicer, as applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Trustee shall sell all of the assets of REMIC
I
for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the Residual Certificates all cash on hand (other than cash retained to meet
claims), and REMIC I shall terminate at that time.
(b) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation under
Section 860F of the Code and any regulations thereunder upon the written request
of the Majority Class CE Certificateholder or the Master Servicer, as
applicable, and the receipt of the Opinion of Counsel referred to in Section
10.03(a)(1) and to take such other action in connection therewith as may be
reasonably requested by the Majority Class CE Certificateholder or the Master
Servicer, as applicable.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without the consent
of any of the Certificateholders to cure any ambiguity, to conform to the
language in the Prospectus Supplement, to correct or supplement any provisions
herein (including to give effect to the expectations of investors), to comply
with any changes in the Code, to revise any provisions to reflect the
obligations of the parties to this Agreement as they relate to Regulation AB,
to
change the manner in which the Protected Account is maintained by the Master
Servicer or the Distribution Account is maintained by the Trustee or to make
such other provisions with respect to matters or questions arising under this
Agreement as shall not be inconsistent with any other provisions herein if
such
action shall not, as evidenced by an Opinion of Counsel addressed to the
Trustee, which opinion shall be an expense of the party requesting such opinion,
but in any case shall not be an expense of the Trustee or the Trust Fund,
adversely affect in any material respect the interests of any Certificateholder;
provided that any such amendment shall be deemed not to adversely affect in
any
material respect the interests of the Certificateholders and no such Opinion
of
Counsel shall be required if the Person requesting such amendment obtains a
letter from each Rating Agency stating that such amendment would not result
in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates or if the purpose of such amendment is to conform to the language
in the Prospectus Supplement.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI as a REMIC under the Code or to avoid or
minimize the risk of the imposition of any tax on any of REMIC I, REMIC II,
REMIC III, REMIC IV, REMIC V or REMIC VI pursuant to the Code that would be
a
claim against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
at any time prior to the final redemption of the Certificates, provided that
the
Trustee has been provided an Opinion of Counsel addressed to the Trustee, which
opinion shall be an expense of the party requesting such opinion but in any
case
shall not be an expense of the Trustee or the Trust Fund, to the effect that
such action is necessary or appropriate to maintain such qualification or to
avoid or minimize the risk of the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of Holders of the Certificates evidencing over 50% of the Voting Rights,
or with the consent of Holders of each Class of Certificates affected thereby,
evidencing over 50% of the Voting Rights of that Class, as applicable, for
the
purpose of adding any provisions to or changing in any manner or eliminating
any
of the provisions of this Agreement or of modifying in any manner the rights
of
the Holders of Certificates; provided that no such amendment shall (i) reduce
in
any manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
or
REMIC VI to cease to qualify as a REMIC or (iii) reduce the aforesaid
percentages of Certificates of each Class the Holders of which are required
to
consent to any such amendment without the consent of the Holders of all
Certificates of such Class then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee, which opinion shall be an expense of the
party
requesting such amendment but in any case shall not be an expense of the
Trustee, to the effect that such amendment will not (other than an amendment
pursuant to clause (ii) of, and in accordance with, the preceding paragraph)
cause the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC
IV, REMIC V or REMIC VI or the Certificateholders or cause any of REMIC I,
REMIC
II, REMIC III, REMIC IV, REMIC V or REMIC VI to cease to qualify as a REMIC
at
any time that any Certificates are outstanding. Further, nothing in this
Agreement shall require the Trustee to enter into an amendment without receiving
an Opinion of Counsel, satisfactory to the Trustee that (i) such amendment
is
permitted and is not prohibited by this Agreement and that all requirements
for
amending this Agreement (including any consent of the applicable
Certificateholders) have been complied with.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor, the
Master Servicer or the Trustee shall enter into any amendment that could
reasonably be expected to have a material adverse effect on the interests of
the
related Swap Provider (excluding, for the avoidance of doubt, any amendment
to
this Agreement that is entered into solely for the purpose of appointing a
successor servicer, master servicer, trustee or other service provider) without
the prior written consent of the related Swap Provider, which consent shall
not
be unreasonably withheld, conditioned or delayed.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder, the Swap Provider and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
11.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all of the counties
or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office
or
elsewhere. The Master Servicer shall effect such recordation at the Trust’s
expense upon the request in writing of a Certificateholder, but only if such
direction is accompanied by an Opinion of Counsel (provided at the expense
of
the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
11.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
11.04 Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Notes,
Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Sellers to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Sellers or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Sellers or the Depositor,
as applicable, for the benefit of the Certificateholders of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
11.05 Notices.
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer or the Trustee and the
appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.19 and 10.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered at or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
or by facsimile transmission to a number provided by the appropriate party
if
receipt of such transmission is confirmed to (i) in the case of the Depositor,
Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Chief Counsel, and with respect to Regulation AB
notifications to the Depositor at xxxxxxxxxxxxxxxxxx@xxxx.xxx; (ii) in the
case
of the Seller or the Master Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000) 000-0000), attention: General
Counsel, or such other address as may be hereafter furnished to the other
parties hereto by the Master Servicer in writing; (iii) in the case of the
Trustee, at each Corporate Trust Office or such other address as the Trustee
may
hereafter furnish to the other parties hereto, (iv) in the case of the Swap
Provider, in the case of ABN AMRO Bank N.V., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
XX
00000, telecopier number: (000) 000-0000, Attn: Associate General Counsel and
(v) in the case of the Rating Agencies, (x) Xxxxx’x Investors Service, Inc., 00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Home Equity Monitoring
and
(y) Standard & Poor’s, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, the Master Servicer or the Trustee under this Agreement shall be
effective only upon receipt. Any notice required or permitted to be mailed
to a
Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder
as
shown in the Certificate Register; any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section
11.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section
11.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 7.02, this Agreement may not be assigned by the Master Servicer, EMC
(on
its own behalf as Seller and on behalf of Master Funding) or the
Depositor.
Section
11.08 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced
by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein
or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section
11.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor and the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 11.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 9.05 hereof.
Section
11.10 Certificates
Nonassessable and Fully Paid.
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
Section
11.11 Third
Party Rights.
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its express rights to receive any payments under this Agreement or
any
other express rights of the Swap
Provider explicitly stated in this Agreement, and shall have
the right to enforce such rights under this Agreement as if it were a party
hereto. The Swap Administrator shall be an express third-party beneficiary
of
this Agreement to the extent of its express rights to receive any payments
under
this Agreement or any other express
rights of the Swap Administrator explicitly stated in this
Agreement, and shall have the right to enforce such rights under this Agreement
as if it were a party hereto.
* * *
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Seller and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above
written.
|
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
|
|||
|
|
By:
|
/s/ Xxxxx Xxxxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxxxx | |||
|
Title:
Vice President
|
|||
|
EMC
MORTGAGE CORPORATION,
as
Seller and as Master Servicer
|
|||
|
|
By:
|
/s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | |||
|
Title: Senior
Vice President
|
|||
|
LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
|
|||
|
|
By:
|
/s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | |||
|
Title: Vice
President
|
|||
| STATE OF NEW YORK | ) |
| ) ss.: | |
| COUNTY OF NEW YORK | ) |
On
this
30th day of
May, 2007, before me, a notary public in and for said State, appeared Xxxxx
Xxxxxxxxxxx, personally known to me on the basis of satisfactory evidence to
be
an authorized representative of Bear Xxxxxxx Asset Backed Securities I LLC,
one
of the companies that executed the within instrument, and also known to me
to be
the person who executed it on behalf of such limited liability company and
acknowledged to me that such limited liability company executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
|
|
||
| Notary Public |
[Notarial
Seal]
| STATE OF TEXAS | ) |
| ) ss.: | |
| COUNTY OF DALLAS | ) |
On
this
30th day of
May, 2007, before me, a notary public in and for said State, appeared
________________, personally known to me on the basis of satisfactory evidence
to be an authorized representative of EMC Mortgage Corporation, one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of such corporation and acknowledged to me
that
such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
|
|
||
| Notary Public |
[Notarial
Seal]
| STATE OF ILLINOIS | ) |
| ) ss.: | |
| COUNTY OF XXXX | ) |
On
this
30th day of
May, 2007, before me, a notary public in and for said State, appeared
______________, personally known to me on the basis of satisfactory evidence
to
be an authorized representative of LaSalle Bank National Association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
|
|
||
| Notary Public |
[Notarial Seal]
EXHIBIT
A-1
Form
of
Class A Certificates
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
PRIOR
TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
A
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
[I-A-1][I-A-2][I-A-3][I-A-4][II-A][III-A] Senior
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
May
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
June
25, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_________]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE5
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-A-1][I-A-2][I-A-3][I-A-4][II-A][III-A] Certificates with respect to a
Trust
Fund consisting primarily of a pool of conventional, closed-end, first and
second lien, subprime, one- to four-family fixed and adjustable interest
rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime,
fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
term includes any successors thereto under the Agreement referred to below).
The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as
of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on
the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry
form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date), an amount equal
to
the product of the Percentage Interest evidenced by this Certificate and
the
amount (of interest and principal, if any) required to be distributed to
the
Holders of Certificates of the same Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date in the month following
the latest scheduled maturity date of any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after
due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of
the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to make the representations in Section 6.02(h)
of
the Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the
Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans and any REO Property is less than or equal to a certain
percentage of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the Cut-off Date as set forth in the Agreement. The exercise of such
right will effect the early retirement of the Certificates. In no event,
however, will the Trust created by the Agreement continue beyond the earlier
of
(i) the expiration of 21 years after the death of certain persons identified
in
the Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
_________, ____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class
[I-A-1][I-A-2][I-A-3][I-A-4][II-A][III-A] Certificates referred to in
the within-mentioned Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
||
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by
wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided
by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-2
Form
of
Class M Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
[CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS
M-5
CERTIFICATES] [,] [AND] [CLASS M-6 CERTIFICATES] [,] [AND] [CLASS M-7
CERTIFICATES] [AND] [CLASS M-8 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS
DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE
HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE
NAMED
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(h) OF THE POOLING AND SERVICING
AGREEMENT.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
|
Certificate
No.1
|
Adjustable
Rate
|
|
Class
[M-1][M-2][M-3][M-4][M-5][M-6]
[M-7][M-8][M-9]
Subordinate
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
May
1, 2007
|
Aggregate
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
June
25, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[________]
|
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE5
evidencing
a fractional undivided interest in the distributions allocable to the Class
[M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9] Certificates with respect to
a
Trust Fund consisting primarily of a pool of conventional, closed-end, first
and
second lien, subprime, one- to four-family fixed and adjustable interest
rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime,
fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
term includes any successors thereto under the Agreement referred to below).
The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
as
of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have
the
meaning ascribed to them in the Agreement. This Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on
the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry
form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of such Distribution Date), an amount equal
to
the product of the Percentage Interest evidenced by this Certificate and
the
amount (of interest and principal, if any) required to be distributed to
the
Holders of Certificates of the same Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date in the month following
the latest scheduled maturity date of any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after
due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of
the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 6.02(h) of the Pooling and Servicing
Agreement.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans and any REO Property is less than or equal to a certain
percentage of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the Cut-off Date as set forth in the Agreement. The exercise of such
right will effect the early retirement of the Certificates. In no event,
however, will the Trust created by the Agreement continue beyond the earlier
of
(i) the expiration of 21 years after the death of certain persons identified
in
the Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [M-1][M-2][M-3][M-4][M-5][M-6][M-7][M-8][M-9] Certificates
referred to in the within-mentioned Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by
wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided
by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-3
Form
of
Class P Certificate
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE
NAMED
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE
AGREEMENT.
|
Certificate
No.1
|
Percentage
Interest: 100%
|
|
Class
P
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
May
1, 2007
|
Aggregate
Initial Certificate Principal Balance
of
this Certificate as of the Cut-off Date:
$100.00
|
|
First
Distribution Date:
June
25, 2007
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$100.00
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[______]
|
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE5
evidencing
a fractional undivided interest in the distributions allocable to the Class
P
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end, first and second lien, subprime, one- to four-family
fixed and adjustable interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of
the
Percentage Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, first and second lien,
subprime, fixed and adjustable rate mortgage loans secured by one- to
four-family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx
Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC
Mortgage Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and
together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of
the Mortgage Loans (in that capacity, the “Master Servicer,” which term includes
any successors thereto under the Agreement referred to below). The Trust
Fund
was created pursuant to the Pooling and Servicing Agreement, dated as of
the
Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after
due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable,
or (ii)
an Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be
an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of
the
written certification(s) of the Holder of the Certificate desiring to effect
the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based; provided, however, that such representation
letters will not be required in connection with any transfer of any this
Certificate by the Depositor to an affiliate of the Depositor and the Trustee
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation)
from
the Depositor of the status of such transferee as an affiliate of the Depositor.
Neither the Depositor nor the Trustee is obligated to register or qualify
the
Class of Certificates specified on the face hereof under the 1933 Act or
any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Sellers and
the
Master Servicer against any liability that may result if the transfer is
not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Class P Certificate will be made unless the Trustee shall
have
received either (i) the Opinion of Counsel set forth in Section 6.02(h) of
the
Agreement or (ii) a representation letter under Section 6.02(h) of the
Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of
the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans and any REO Property is less than or equal to a certain
percentage of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the Cut-off Date as set forth in the Agreement. The exercise of such
right will effect the early retirement of the Certificates. In no event,
however, will the Trust created by the Agreement continue beyond the earlier
of
(i) the expiration of 21 years after the death of certain persons identified
in
the Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
_________, ____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by
wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided
by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-4
Form
of
Class CE Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE
AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE
OF
SUCH CERTIFICATE (1) PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION
FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS
PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP AGREEMENT, TO THE SWAP
ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM
W-9
OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR
FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (2) AGREES TO
UPDATE SUCH FORM (A) UPON EXPIRATION OF ANY SUCH FORM, (B) AS REQUIRED UNDER
THEN APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING
THAT
SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, EACH AS A CONDITION TO SUCH
TRANSFER. IN ADDITION, NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE
IF SUCH TRANSFER WOULD CAUSE THE SUPPLEMENTAL INTEREST TRUST TO BE BENEFICIALLY
OWNED BY TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES, OR CONTINUE
TO BE
SO TREATED, UNLESS (I) EACH PROPOSED TRANSFEREE OF SUCH CERTIFICATE COMPLIES
WITH THE FOREGOING CONDITIONS, AND (II) THE PROPOSED MAJORITY HOLDER OF THE
CLASS CE CERTIFICATES (OR EACH HOLDER, IF THERE IS OR WOULD BE NO MAJORITY
HOLDER) (X) PROVIDES, OR CAUSES TO BE PROVIDED, ON BEHALF OF THE SUPPLEMENTAL
INTEREST TRUST, IF APPLICABLE, TO
THE TRUSTEE, THE APPROPRIATE TAX CERTIFICATION FORM THAT WOULD BE REQUIRED
FROM
THE SUPPLEMENTAL INTEREST TRUST TO ELIMINATE ANY WITHHOLDING OR DEDUCTION
FOR
TAXES FROM AMOUNTS PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP AGREEMENT,
TO THE SWAP ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST (I.E.,
IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE
(OR ANY
SUCCESSOR FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (Y)
AGREES TO UPDATE SUCH FORM (A) UPON EXPIRATION OF SUCH FORM, (B) AS REQUIRED
UNDER THEM APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING
THAT SUCH FORM HAS BECOME OBSOLETE OR INCORRECT. UNDER THE AGREEMENT,
UPON RECEIPT OF ANY TAX CERTIFICATION FORM PURSUANT TO THESE TRANSFER
RESTRICTIONS FROM A HOLDER OF THIS CERTIFICATE, THE TRUSTEE SHALL FORWARD
SUCH
TAX CERTIFICATION FORM TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE
SUPPLEMENTAL INTEREST TRUST TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
FORM
PROVIDED TO IT TO THE SWAP PROVIDER. EACH HOLDER OF THIS CERTIFICATE AND
EACH
TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE SUPPLEMENTAL
INTEREST TRUST TRUSTEE FORWARDING TO THE SWAP PROVIDER ANY TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS.
ANY PURPORTED SALES OR TRANSFERS OF THIS CERTIFICATE TO A TRANSFEREE WHICH
DOES
NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE
AGREEMENT.
|
Certificate
No. 1
|
Percentage
Interest: 100%
|
|
Class
CE
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
May
1, 2007
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
June
25, 2007
|
Aggregate
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE5
evidencing
a fractional undivided interest in the distributions allocable to the Class
CE
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, closed-end, first and second lien, subprime, one-to-four family
fixed and adjustable interest rate mortgage loans sold by BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee
or any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of
the
Percentage Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting conventional, closed-end, first and second lien, fixed
and
adjustable rate mortgage loans secured by one- to four-family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and together
with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the
Mortgage Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund
was
created pursuant to the Pooling and Servicing Agreement, dated as of the
Cut-off
Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or by wire transfer, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after
due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable,
or (ii)
an Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be
an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of
the
written certification(s) of the Holder of the Certificate desiring to effect
the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based; provided, however, that such representation
letters will not be required in connection with any transfer of any this
Certificate by the Depositor to an affiliate of the Depositor and the Trustee
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation)
from
the Depositor of the status of such transferee as an affiliate of the Depositor.
Neither the Depositor nor the Trustee is obligated to register or qualify
the
Class of Certificates specified on the face hereof under the 1933 Act or
any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Sellers and
the
Master Servicer against any liability that may result if the transfer is
not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Class CE Certificate will be made unless the Trustee shall
have
received either (i) the Opinion of Counsel set forth in Section 6.02(h) of
the
Agreement or (ii) a representation letter under Section 6.02(h) of the
Agreement, in the form as described by the Agreement, stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any
other person (including an investment manager, a named fiduciary or a trustee
of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of
the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans and any REO Property is less than or equal to a certain
percentage of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the Cut-off Date as set forth in the Agreement. The exercise of such
right will effect the early retirement of the Certificates. In no event,
however, will the Trust created by the Agreement continue beyond the earlier
of
(i) the expiration of 21 years after the death of certain persons identified
in
the Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class CE Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by
wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided
by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-5
Form
of
Class R Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
OR
RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE
AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
|
Certificate
No.1
|
|
|
Class
[R-1][R-2][R-3][RX]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date:
May
1, 2007
|
|
|
First
Distribution Date:
June
25, 2007
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
May
25, 2037
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2007-HE5
evidencing
a fractional undivided interest in the distributions allocable to the Class
[R-1][R-2][R-3][RX] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, first and second lien,
subprime, one- to four-family fixed and adjustable interest rate mortgage
loans
sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by
or
payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of
the
Percentage Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end, first and second lien,
subprime, fixed and adjustable rate mortgage loans secured by one- to four-
family residences (collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx
Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC
Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as
master servicer of the Mortgage Loans (in that capacity, the “Master Servicer,”
which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among
BSABS I, as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and
as Master Servicer, and LaSalle Bank National Association, as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used
herein
shall have the meaning ascribed to them in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
its
acceptance hereof assents and by which such Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions
set forth in the Agreement to the effect that (i) each person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee, (ii) the transfer of any Ownership Interest in this Certificate
will
be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a Permitted Transferee, (iii) any attempted
or purported transfer of any Ownership Interest in this Certificate in violation
of such restrictions will be absolutely null and void and will vest no rights
in
the purported transferee, and (iv) if any person other than a Permitted
Transferee acquires any Ownership Interest in this Certificate in violation
of
such restrictions, then the Depositor will have the right, in its sole
discretion and without notice to the Holder of this Certificate, to sell
this
Certificate to a purchaser selected by the Depositor, which purchaser may
be the
Depositor, or any affiliate of the Depositor, on such terms and conditions
as
the Depositor may choose.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates
of the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Class [R-1][R-2][R-3][RX] Certificate will be made unless
the
Trustee shall have received either (i) the Opinion of Counsel set forth in
Section 6.02(h) of the Agreement or (ii) a representation letter under Section
6.02(h) of the Agreement, in the form as described by the Agreement, stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
is not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of Certificates, evidencing
over 50% of the Voting Rights of the Certificates, or with the consent of
the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of such Class or Classes, as applicable. Any such consent
by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the
Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the
terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans and any REO Property is less than or equal to a certain
percentage of the aggregate Stated Principal Balance of the Mortgage Loans
as of
the Cut-off Date as set forth in the Agreement. The exercise of such
right will effect the early retirement of the Certificates. In no event,
however, will the Trust created by the Agreement continue beyond the earlier
of
(i) the expiration of 21 years after the death of certain persons identified
in
the Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the
within-mentioned Agreement.
|
LASALLE
BANK NATIONAL ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Trustee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
.
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by
wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided
by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
STATEMENT REGARDING FREE WRITING PROSPECTUS
The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuer and this offering. You may get these documents
for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively,
the depositor, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus you request it by calling toll free
0-000-000-0000.
This free writing prospectus does not contain all information that is required
to be included in the base prospectus and the prospectus supplement. Please
click here xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxx or visit the following
website: "xxx.xxxxxxxxxxx.xxx/xxxxxxxxxx/xxxxx" for a copy of the base
prospectus applicable to this offering.
This free writing prospectus is not an offer to sell or solicitation of an offer
to buy these securities in any state where such offer, solicitation or sale is
not Permitted.
The Information in this free writing prospectus supersedes information contained
in any prior similar free writing prospectus relating to these securities prior
to the time of your commitment to purchase.
This free writing prospectus is being delivered to you solely to provide you
with information about the offering of the Certificates referred to in this free
writing prospectus and to solicit an offer to purchase the Certificates, when,
as and if issued. Any such offer to purchase made by you will not be accepted
and will not constitute a contractual commitment by you to purchase any of the
Certificates until we have accepted your offer to purchase Certificates. We will
not accept any offer by you to purchase Certificates, and you will not have any
contractual commitment to purchase any of the Certificates until after you have
received the preliminary prospectus. You may withdraw your offer to purchase
Certificates at any time prior to our acceptance of your offer.
LOAN_SEQ ZIP_CODE STATE CITY1 PROPTYPE CURRENT_GROSS_COUPON
-------- -------- ----- ----- -------- --------------------
16847194 11236 NY Brooklyn 2-4 Family 9.775
16832492 78383 TX SANDIA Single Family 7.15
17004970 19119 PA Philadelphia Single Family 6
17004979 19119 PA Philadelphia Single Family 6
17033628 36093 AL WETUMPKA Single Family 9.75
17046472 55912 MN AUSTIN Single Family 10.999
17046526 22727 VA MADISON Single Family 8.955
17046587 1752 MA MARLBOROUGH Single Family 7.327
17065732 33026 FL XXXXXX CITY PUD 7.825
17077059 93241 CA XXXXXX Single Family 8.85
17079324 18042 PA EASTON Single Family 9.625
17083490 8721 NJ BERKELEY TWP Single Family 9.25
17083902 85705 AZ TUCSON PUD 8.75
17131246 91601 CA NORTH HOLLYWOOD 2-4 Family 11
17131255 93720 CA FRESNO Single Family 9.75
17060280 60620 IL Chicago Single Family 7.4
17060449 85745 AZ Tucson Single Family 8.525
17060459 12148 NY Xxxxxxx Single Family 8.175
17055192 12549 NY Xxxxxxxxxx Single Family 9.675
17055198 63112 MO SAINT LOUIS Single Family 9.75
17057004 30553 GA Xxxxxxx Single Family 8.3
17057013 13357 NY Ilion 2-4 Family 8.425
17057125 15683 PA Scottdale Single Family 10.55
17057016 55108 MN st xxxx Single Family 8.475
17057170 53209 WI Milwaukee Single Family 11.1
17057173 34758 FL Kissimmee PUD 10.7
17058797 53563 WI Xxxxxx Single Family 10.25
17058847 90018 CA Los Angeles 2-4 Family 10.9
17058876 20111 VA Manassas Park Condominium 8.925
17058909 65020 MO Camdenton Single Family 7.8
17058760 60643 IL Chicago Single Family 6.15
17058943 53545 WI Janesville Single Family 9.225
17060347 33064 FL Pompano Beach Single Family 9.675
17060357 92109 CA SAN DIEGO Single Family 8.575
17060379 91768 CA POMONA Single Family 8.875
17054936 77055 TX Houston Single Family 9.575
17054922 32810 FL Orlando Single Family 8.2
17054919 95337 CA Manteca Single Family 8
17052841 63136 MO Xxxxxxxx Single Family 10.8
17052894 3103 NH Manchester Single Family 8.725
17052903 33626 FL Tampa PUD 8.85
17052905 4101 ME Portland 2-4 Family 9.65
17052906 53215 WI Milwaukee Single Family 10.925
17052720 90011 CA Los Angeles 2-4 Family 9
17052966 63129 MO Saint Louis Single Family 8.775
17052973 34135 FL Xxxxxx Springs Single Family 8.8
17051541 92506 CA Riverside Single Family 9.275
17051501 6084 CT Tolland Single Family 8.8
17051543 22101 VA Mc Lean Single Family 8.45
17051548 77345 TX Houston PUD 8.325
17051726 53212 WI Milwaukee 2-4 Family 9.85
17052761 92869 CA Orange Single Family 9.175
17052832 63130 MO University City Single Family 9.875
17041648 13667 NY Norfolk Single Family 7.375
17042874 91601 CA North Hollywood Single Family 8.575
17047753 19401 PA Norristown Townhouse 9.25
17047717 55106 MN Saint Xxxx Single Family 8.65
17032796 90303 CA Inglewood Single Family 10.175
17032839 63108 MO Saint Louis Single Family 10.65
17034285 34759 FL Kissimmee PUD 7.05
17034215 76401 TX Stephenville Single Family 8.875
17021692 77015 TX Houston Single Family 9.95
17021709 19111 PA Philadelphia Single Family 7.1
17021714 14132 NY Cambria Single Family 9.425
17027167 15717 PA Blairsville Single Family 9
17027185 64155 MO Kansas City Single Family 8.9
17014475 75647 TX Gladewater Single Family 9.8
17014484 90630 CA Cypress PUD 8
17016115 33174 FL Miami Condominium 8.2
17016054 74441 OK Hulbert Single Family 7.25
17016062 48219 MI Detroit Single Family 8.65
17020990 77450 TX Katy PUD 9.95
17012479 66206 KS Leawood Single Family 10.125
17012437 67205 KS Wichita PUD 7.4
17013226 30157 GA Dallas PUD 8.15
17014503 33024 FL Hollywood Single Family 9.45
17010797 78210 TX San Antonio Single Family 9.9
17004432 61068 IL Xxxxxxxx Single Family 10.45
17046347 2301 MA BROCKTON Single Family 6.6
17046349 18015 PA BETHLEHEM Single Family 6.6
17046350 53531 WI DEERFIELD Single Family 7.295
17046351 5647 VT CABOT Single Family 8.575
16983488 91402 CA PANORAMA CITY Single Family 6.6
17040074 87401 NM FARMINGTON Single Family 8.74
17035895 30286 GA THOMASTON Single Family 8.94
17039664 89014 NV HENDERSON Single Family 9.95
17039665 6706 CT WATERBURY 2-4 Family 11.24
17039675 89121 NV LAS VEGAS Single Family 10.14
17039677 84643 UT XXXXXXXX Single Family 9.64
17039693 2725 MA SOMERSET Single Family 7.25
17039697 11801 NY HICKSVILLE Single Family 8.99
17039711 12303 NY SCHENECTADY 2-4 Family 11.05
17039749 6108 CT EAST HARTFORD Single Family 9.99
17035901 90745 CA CARSON Single Family 7.55
17040092 77459 TX MISSOURI CITY Single Family 8.99
17039784 8611 NJ TRENTON Single Family 9.24
17039845 84092 UT XXXXX Single Family 7.84
17039857 33615 FL TAMPA Single Family 8.44
17035868 32837 FL ORLANDO Single Family 6.69
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17075188 63135 MO Saint Louis Single Family 9.875
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17031729 32526 FL PENSACOLA Single Family 8.875
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17031777 00000 XX XXX XXXXXX PUD 10.375
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17031781 46970 IN PERU PUD 9.25
17031782 46970 IN PERU PUD 9.25
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17031832 99301 WA PASCO Single Family 8.875
17031835 30253 GA MCDONOUGH PUD 8.625
17031836 00000 XX XXXXX Single Family 8.75
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17031840 44720 OH CANTON Single Family 9.625
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17031844 27870 NC ROANOKE RAPIDS Single Family 7.5
17031845 32765 FL OVIEDO Condominium 7.875
17031846 46970 IN PERU XXX 0
00000000 00000 XX XXXXXXX XXX 10.25
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17031850 55110 MN XXXX LAKES Single Family 8.125
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17031852 96028 CA FALL RIVER XXXXX Single Family 8
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17031854 16662 PA MARTINSBURG Single Family 8
17031855 17315 PA DOVER Single Family 8.75
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17031860 00000 XX XXX XXXXX Single Family 10.5
17031862 48205 MI DETROIT 2-4 Family 9.875
17031865 71111 LA BOSSIER CITY PUD 10.5
17031866 44314 OH AKRON Single Family 9.125
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17031870 77365 TX XXXXXX PUD 8.25
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17064682 60473 IL South Holland Single Family 8.2
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17031661 46803 IN FORT XXXXX Single Family 9.25
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17031669 22963 VA PALMYRA Single Family 8.75
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17031676 34746 FL KISSIMMEE PUD 10.125
17031677 7753 NJ NEPTUNE Single Family 9
17031678 46218 IN INDIANAPOLIS Single Family 9.25
17031679 93291 CA VISALIA Single Family 8.5
17031681 19444 PA LAFAYETTE HILL Single Family 8.125
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17031684 97233 OR PORTLAND Condominium 8
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17031687 97233 OR PORTLAND Condominium 12.5
17031688 61101 IL ROCKFORD Single Family 9.875
17031690 83661 ID PAYETTE Single Family 10
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17031692 48371 MI OXFORD Condominium 9
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17031697 38635 XX XXXXX SPRINGS Single Family 8.875
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17031699 2532 MA BOURNE Single Family 11
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17031702 17038 PA JONESTOWN Single Family 9.75
17031703 99205 WA SPOKANE 2-4 Family 8.125
17031704 19144 PA PHILADELPHIA Single Family 9.125
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17031709 40511 KY LEXINGTON Single Family 7.75
17031711 19111 PA PHILADELPHIA Single Family 8.5
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17031716 23872 VA XXXXXXX Single Family 11.5
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17031639 75056 TX XXXXXXXXXX XXX 00.0
00000000 0000 XX XXXXXXXX Single Family 10.5
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17031644 76065 TX MIDLOTHIAN PUD 8.375
17031646 44646 OH MASSILLON Single Family 11.25
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17031648 23224 VA RICHMOND Single Family 9.25
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17031652 23464 VA VIRGINIA BEACH PUD 9.125
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17079352 52804 IA DAVENPORT Single Family 9.8
17079353 34293 FL VENICE Single Family 9
17079355 72120 AR SHERWOOD Single Family 9.875
17079357 80122 CO CENTENNIAL PUD 8.85
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17079360 15068 PA NEW KENSINGTON Single Family 9.15
17079361 48067 MI ROYAL OAK Single Family 8.85
17079362 97417 OR CANYONVILLE Single Family 9.1
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17083706 89122 NV LAS VEGAS Single Family 7.1
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17083749 4276 ME RUMFORD Single Family 6.2
17083752 3576 NH COLEBROOK Single Family 9.075
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17083757 93555 CA RIDGECREST Single Family 8.999
17083759 11542 NY XXXX COVE Single Family 6.499
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17083761 29069 SC XXXXX Single Family 11.575
17083766 54455 WI MOSINEE Single Family 6.775
17083770 70817 LA BATON ROUGE Single Family 5.945
17083773 46062 IN NOBLESVILLE PUD 6.6
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17083776 4736 ME CARIBOU Single Family 6.25
17083777 85037 AZ PHOENIX Single Family 7
17083778 12414 NY CATSKILL Single Family 9.1
17083779 6026 CT EAST GRANBY Single Family 9.99
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17083788 85029 AZ PHOENIX Single Family 5.85
17083790 23504 VA NORFOLK Single Family 7.4
17083791 23139 VA POWHATAN Single Family 7.35
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17083793 63303 MO SAINT XXXXXXX Single Family 7.75
17083794 11704 NY WEST BABYLON Single Family 7.375
17083795 2766 MA NORTON Single Family 7.6
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17083807 34761 FL OCOEE PUD 8.375
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17083452 12831 NY GANSEVOORT Single Family 7.822
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17083460 30114 GA CANTON PUD 9.505
17083461 0000 XX XXXX XXXXXXXXX Single Family 7.7
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17083933 3071 NH NEW IPSWICH Single Family 5.975
17083934 37184 TN WATERTOWN Single Family 7.825
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17083936 92376 CA RIALTO Single Family 6.175
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17083938 89139 NV LAS VEGAS PUD 6.45
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17083957 56639 MN XXXXX Single Family 7.95
17083958 22554 VA STAFFORD PUD 7.275
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17083961 55792 MN VIRGINIA Single Family 8.98
17083965 3079 NH SALEM Condominium 6.85
17083966 85224 AZ XXXXXXXX Single Family 5.894
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17083985 12047 NY COHOES Single Family 10.7
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17083991 23666 VA HAMPTON Single Family 6.4
17083993 89433 NV SUN VALLEY PUD 7.425
17083994 55075 MN SOUTH ST. XXXX Single Family 6.98
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17084010 83702 ID BOISE Single Family 9.89
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17059069 34984 FL PORT ST LUCIE Single Family 9.69
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17059078 91350 CA SANTA CLARITA Single Family 11.25
17059080 20744 MD FORT WASHINGTON Single Family 8.34
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17059091 20744 MD FORT WASHINGTON Single Family 8.95
17059095 55389 MN XXXXXXX Single Family 7.765
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17057326 34209 FL BRADENTON Single Family 10
17057329 92220 CA BANNING Single Family 7.89
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17061087 95380 CA TURLOCK Single Family 12.5
17060940 30045 GA LAWRENCEVILLE Single Family 8.515
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17059020 60155 IL BROADVIEW Single Family 9.04
17059021 60172 IL ROSELLE Single Family 9.475
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17059178 14617 NY ROCHESTER Single Family 8.375
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17059195 60644 IL CHICAGO 2-4 Family 10.25
17059196 63115 MO SAINT LOUIS 2-4 Family 10.44
17059022 21060 MD XXXX BURNIE Single Family 8.09
17059201 60804 IL CICERO Single Family 9.965
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17057349 97707 OR BEND Single Family 7.9
17057351 33417 FL WEST PALM BEACH Single Family 9.95
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17057355 60628 IL CHICAGO Single Family 10.24
17057359 91765 CA DIAMOND BAR Single Family 8.965
17057285 92614 CA IRVINE Single Family 6.19
17057363 90023 CA LOS ANGELES 2-4 Family 7.5
17113235 33615 FL TAMPA Single Family 8.55
17113236 33991 FL CAPE CORAL Single Family 7.79
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17113252 60455 IL BRIDGEVIEW Single Family 7.49
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17113263 33713 FL SAINT PETERSBURG Single Family 8.84
17113264 60655 IL CHCIAGO Single Family 9.665
17128474 89106 NV LAS VEGAS Single Family 8.4
17128481 95630 CA FOLSOM Single Family 8.75
17128486 92408 CA SAN BERNARDINO Single Family 7.25
17128354 91709 CA CHINO HILLS Single Family 8.765
17128355 29431 SC BONNEAU Single Family 7.9
17128496 21801 MD SALISBURY Single Family 8.5
17128497 20745 MD OXON HILL Single Family 10.59
17128500 11412 NY ST ALBANS Single Family 7.89
17128507 92324 CA COLTON Single Family 9.9
17128512 20152 VA CHANTILLY Single Family 9.39
17128517 33759 FL CLEARWATER Single Family 9.29
17128520 90044 CA LOS ANGELES 2-4 Family 7.99
17128521 21215 MD BALTIMORE Single Family 7.74
17057364 73013 OK EDMOND Single Family 9.09
17057286 34234 FL SARASOTA Single Family 6.25
17057371 73013 OK EDMOND Single Family 12.25
17057372 14075 NY HAMBURG Single Family 10.44
17057373 80238 CO DENVER Single Family 9.678
17057288 40047 KY MOUNT WASHINGTON Single Family 7.84
17057386 20774 MD UPPER MARLBORO Single Family 9.65
17057387 95821 CA SACRAMENTO Single Family 8.7
17057399 32550 FL MIRAMAR BEACH Single Family 8.84
17057400 90606 CA WHITTIER Single Family 6.79
17057418 32179 FL OCKLAWAHA Single Family 6.59
17057420 23669 VA HAMPTON Single Family 7.39
17057426 93727 CA FRESNO Single Family 8.49
17057429 93215 CA DELANO Single Family 7.75
17057431 20772 MD UPPER MARLBORO Single Family 6.09
17057433 20852 MD ROCKVILLE Single Family 7.75
17057436 33603 FL TAMPA Single Family 12
17057442 46409 IN XXXX Single Family 8.44
17055402 21904 MD PORT DEPOSIT Single Family 7.99
17042195 23669 VA HAMPTON Single Family 7.2
17128523 46235 IN INDIANAPOLIS Single Family 9.59
17128525 87121 NM ALBUQUERQUE Single Family 8.64
17128359 32514 FL PENSACOLA Single Family 10.54
17128528 87121 NM ALBUQUERQUE Single Family 10.29
17113270 30135 GA DOUGLASVILLE Single Family 7.99
17113272 21157 MD WESTMINSTER Single Family 9.99
17113182 33196 FL MIAMI Single Family 7.69
17113273 33709 FL SAINT PETERSBURG Single Family 7.54
17113282 21774 MD NEW MARKET Single Family 8.7
17113288 63134 MO ST. LOUIS Single Family 10.365
17113290 23236 VA RICHMOND Single Family 8.7
17113183 32811 FL ORLANDO Single Family 11.09
17113184 33405 FL WEST PALM BEACH Single Family 8.74
17113303 30032 GA DECATUR Single Family 9.05
17113304 89123 NV LAS VEGAS Single Family 7.59
17113307 19149 PA PHILADELPHIA Single Family 10.85
17113309 62269 IL O FALLON Single Family 8.75
17113310 34145 FL MARCO ISLAND Single Family 7.44
17113313 33063 FL COCONUT CREEK Single Family 8.99
17113315 20707 MD LAUREL Single Family 6.99
17113320 21226 MD XXXXXX BAY Single Family 10.04
17113322 96150 CA SOUTH LAKE TAHOE Single Family 7.475
17113197 39042 XX XXXXXXX Single Family 9.19
17113327 33445 FL DELRAY BEACH Single Family 8.94
17042198 15658 PA LIGONIER Single Family 8.99
17055222 60618 IL CHICAGO 2-4 Family 7.75
17055223 8527 NJ XXXXXXX Single Family 6.99
17055428 33065 FL CORAL SPRINGS Single Family 8.74
17055431 35242 AL BIRMINGHAM Single Family 7.465
17057449 90201 CA XXXX GARDENS Single Family 6.45
17057458 92345 CA HESPERIA Single Family 7.95
17057460 90016 CA LOS ANGELES 2-4 Family 6.5
17057467 21206 MD BALTIMORE Single Family 10.74
17057468 21222 MD DUNDALK Single Family 10.1
17057477 37030 TN CARTHAGE Single Family 10.6
17057483 21216 MD BALTIMORE Single Family 9.5
17057484 32810 FL ORLANDO Single Family 8
17057486 60619 IL CHICAGO Single Family 9.89
17057487 0000 XX XXXXXXXX Single Family 10.19
17057494 20748 MD TEMPLE HILLS Single Family 9.75
17057496 10562 NY OSSINING 2-4 Family 9.35
17057501 93308 CA BAKERSFIELD Single Family 8.5
17057508 12477 NY SAUGERTIES Single Family 6.99
17057515 60630 IL CHICAGO Single Family 9.515
17113199 72023 AR CABOT Single Family 11.44
17113204 32536 FL CRESTVIEW Single Family 11.19
17113206 54911 WI APPLETON Single Family 8.94
17113207 87109 NM ALBUQUERQUE Single Family 8.95
17113332 34741 FL KISSIMMEE Single Family 11.29
17113341 90011 CA LOS ANGELES 2-4 Family 7.74
17113343 34972 FL OKEECHOBEE Single Family 8.79
17113344 32808 FL ORLANDO Single Family 9.59
17113347 1075 MA SOUTH XXXXXX Single Family 9.49
17113349 47834 IN BRAZIL Single Family 9.34
17113350 95255 CA WEST POINT Single Family 8.59
17077952 80020 CO BROOMFIELD Single Family 7.24
17088554 46241 IN INDIANAPOLIS Single Family 9.8
17088557 89142 NV LAS VEGAS Single Family 8.95
17088563 90201 CA XXXX GARDENS 2-4 Family 7.99
17088572 23225 VA RICHMOND Single Family 8.94
17088574 21811 MD BERLIN Single Family 7.14
17088578 32569 FL XXXX XXXXXX Single Family 9.09
17088580 14206 NY CHEEKTOWAGA Single Family 9.3
17088581 23707 VA PORTSMOUTH Single Family 8.64
17088601 92250 CA HOLTVILLE Single Family 7.99
17088602 92882 CA CORONA Single Family 9.69
17088543 30904 GA AUGUSTA Single Family 11.6
17042205 28311 NC FAYETTEVILLE Single Family 10.1
17042208 37064 TN FRANKLIN Single Family 10.05
17042215 15825 PA BROOKVILLE Single Family 9.3
17042216 37016 TN AUBURNTOWN Single Family 9.565
17055229 20151 VA CHANTILLY Single Family 6.69
17055230 70448 XX XXXXXXXXXX Single Family 8.99
17055231 98274 WA MOUNT XXXXXX Single Family 8.6
17055445 6511 CT NEW HAVEN 2-4 Family 9.04
17055446 33625 FL TAMPA Single Family 9.39
17055451 19720 DE NEW CASTLE Single Family 8.2
17055234 92345 CA HESPERIA Single Family 6.75
17175295 23663 VA HAMPTON Single Family 8.1
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17172340 89506 NV RENO Single Family 10.24
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17175356 60624 IL CHICAGO 2-4 Family 8.85
17175360 60651 IL CHICAGO 2-4 Family 8.415
17175270 32514 FL PENSACOLA Single Family 9.39
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17172444 85296 AZ XXXXXXX Single Family 8.99
17172456 30078 GA SNELLVILLE Single Family 11.25
17172466 20774 MD UPPER MARLBORO Single Family 9.39
17170779 90011 CA LOS ANGELES Single Family 8.04
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17170793 60139 IL GLENDALE HEIGHTS Single Family 8.99
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17088608 24017 VA ROANOKE Single Family 10.9
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17078020 95966 CA OROVILLE 2-4 Family 10.09
17078021 20002 DC WASHINGTON Single Family 8.9
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17078027 32810 FL ORLANDO Single Family 6.59
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LOAN_SEQ SERV_FEE LPMI TRUSTFEE MSERV CURRENT_NET_COUPON MATURITY_DATE
-------- -------- ---- -------- ----- ------------------ -------------
16847194 0.5 0 0 0.0045 9.2705 20370401
16832492 0.5 0 0 0.0045 6.6455 20370401
17004970 0.5 0 0 0.0045 5.4955 20370201
17004979 0.5 0 0 0.0045 5.4955 20220201
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17046472 0.5 0 0 0.0045 10.4945 20370201
17046526 0.5 0 0 0.0045 8.4505 20370201
17046587 0.5 0 0 0.0045 6.8225 20370201
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17077059 0.5 0 0 0.0045 8.3455 20361201
17079324 0.5 0 0 0.0045 9.1205 20370201
17083490 0.5 0 0 0.0045 8.7455 20370101
17083902 0.5 0 0 0.0045 8.2455 20370301
17131246 0.5 0 0 0.0045 10.4955 20370201
17131255 0.5 0 0 0.0045 9.2455 20370301
17060280 0.5 0 0 0.0045 6.8955 20370401
17060449 0.5 0 0 0.0045 8.0205 20370401
17060459 0.5 0 0 0.0045 7.6705 20370401
17055192 0.5 0 0 0.0045 9.1705 20370401
17055198 0.5 0 0 0.0045 9.2455 20370401
17057004 0.5 0 0 0.0045 7.7955 20370401
17057013 0.5 0 0 0.0045 7.9205 20170401
17057125 0.5 0 0 0.0045 10.0455 20370401
17057016 0.5 0 0 0.0045 7.9705 20370401
17057170 0.5 0 0 0.0045 10.5955 20370401
17057173 0.5 0 0 0.0045 10.1955 20370401
17058797 0.5 0 0 0.0045 9.7455 20370401
17058847 0.5 0 0 0.0045 10.3955 20370401
17058876 0.5 0 0 0.0045 8.4205 20370401
17058909 0.5 0 0 0.0045 7.2955 20370401
17058760 0.5 0 0 0.0045 5.6455 20370401
17058943 0.5 0 0 0.0045 8.7205 20370401
17060347 0.5 0 0 0.0045 9.1705 20370401
17060357 0.5 0 0 0.0045 8.0705 20370401
17060379 0.5 0 0 0.0045 8.3705 20370401
17054936 0.5 0 0 0.0045 9.0705 20370401
17054922 0.5 0 0 0.0045 7.6955 20370401
17054919 0.5 0 0 0.0045 7.4955 20370401
17052841 0.5 0 0 0.0045 10.2955 20370401
17052894 0.5 0 0 0.0045 8.2205 20370401
17052903 0.5 0 0 0.0045 8.3455 20370401
17052905 0.5 0 0 0.0045 9.1455 20370401
17052906 0.5 0 0 0.0045 10.4205 20370401
17052720 0.5 0 0 0.0045 8.4955 20370401
17052966 0.5 0 0 0.0045 8.2705 20370401
17052973 0.5 0 0 0.0045 8.2955 20370401
17051541 0.5 0 0 0.0045 8.7705 20370401
17051501 0.5 0 0 0.0045 8.2955 20370401
17051543 0.5 0 0 0.0045 7.9455 20370401
17051548 0.5 0 0 0.0045 7.8205 20370401
17051726 0.5 0 0 0.0045 9.3455 20370401
17052761 0.5 0 0 0.0045 8.6705 20370401
17052832 0.5 0 0 0.0045 9.3705 20370401
17041648 0.5 0 0 0.0045 6.8705 20370401
17042874 0.5 0 0 0.0045 8.0705 20370401
17047753 0.5 0 0 0.0045 8.7455 20370401
17047717 0.5 0 0 0.0045 8.1455 20370401
17032796 0.5 0 0 0.0045 9.6705 20370401
17032839 0.5 0 0 0.0045 10.1455 20370401
17034285 0.5 0 0 0.0045 6.5455 20370401
17034215 0.5 0 0 0.0045 8.3705 20370401
17021692 0.5 0 0 0.0045 9.4455 20220401
17021709 0.5 0 0 0.0045 6.5955 20270401
17021714 0.5 0 0 0.0045 8.9205 20370401
17027167 0.5 0 0 0.0045 8.4955 20370401
17027185 0.5 0 0 0.0045 8.3955 20370401
17014475 0.5 0 0 0.0045 9.2955 20370401
17014484 0.5 0 0 0.0045 7.4955 20370401
17016115 0.5 0 0 0.0045 7.6955 20370401
17016054 0.5 0 0 0.0045 6.7455 20370401
17016062 0.5 0 0 0.0045 8.1455 20370401
17020990 0.5 0 0 0.0045 9.4455 20370401
17012479 0.5 0 0 0.0045 9.6205 20370401
17012437 0.5 0 0 0.0045 6.8955 20370401
17013226 0.5 0 0 0.0045 7.6455 20370401
17014503 0.5 0 0 0.0045 8.9455 20370401
17010797 0.5 0 0 0.0045 9.3955 20370401
17004432 0.5 0 0 0.0045 9.9455 20370401
17046347 0.5 0 0 0.0045 6.0955 20370201
17046349 0.5 0 0 0.0045 6.0955 20370201
17046350 0.5 0 0 0.0045 6.7905 20370201
17046351 0.5 0 0 0.0045 8.0705 20370201
16983488 0.5 0 0 0.0045 6.0955 20370101
17040074 0.5 0 0 0.0045 8.2355 20370401
17035895 0.5 0 0 0.0045 8.4355 20370201
17039664 0.5 0 0 0.0045 9.4455 20370401
17039665 0.5 0 0 0.0045 10.7355 20370401
17039675 0.5 0 0 0.0045 9.6355 20370401
17039677 0.5 0 0 0.0045 9.1355 20370401
17039693 0.5 0 0 0.0045 6.7455 20370401
17039697 0.5 0 0 0.0045 8.4855 20370401
17039711 0.5 0 0 0.0045 10.5455 20370401
17039749 0.5 0 0 0.0045 9.4855 20370401
17035901 0.5 0 0 0.0045 7.0455 20370201
17040092 0.5 0 0 0.0045 8.4855 20270401
17039784 0.5 0 0 0.0045 8.7355 20370401
17039845 0.5 0 0 0.0045 7.3355 20370401
17039857 0.5 0 0 0.0045 7.9355 20370401
17035868 0.5 0 0 0.0045 6.1855 20370301
17039898 0.5 0 0 0.0045 8.7455 20370401
17039907 0.5 0 0 0.0045 9.2355 20370401
17035880 0.5 0 0 0.0045 8.7455 20370201
17040025 0.5 0 0 0.0045 10.6355 20370401
17040031 0.5 0 0 0.0045 10.2455 20370401
17035891 0.5 0 0 0.0045 10.0855 20370401
17040055 0.5 0 0 0.0045 7.2955 20370401
17040057 0.5 0 0 0.0045 11.7455 20220401
17038293 0.5 0 0 0.0045 8.6455 20370401
17038299 0.5 0 0 0.0045 9.3355 20370401
17038301 0.5 0 0 0.0045 6.7455 20370401
17038303 0.5 0 0 0.0045 9.7355 20370401
17038323 0.5 0 0 0.0045 8.5855 20370401
17038327 0.5 0 0 0.0045 9.0955 20370401
17038337 0.5 0 0 0.0045 8.2855 20370401
17038340 0.5 0 0 0.0045 9.5955 20370401
17038341 0.5 0 0 0.0045 8.6855 20370401
17038345 0.5 0 0 0.0045 9.2955 20370401
17038348 0.5 0 0 0.0045 7.1955 20370401
17038902 0.5 0 0 0.0045 7.7955 20370401
17038355 0.5 0 0 0.0045 9.1955 20370401
17035712 0.5 0 0 0.0045 7.3705 20370401
17038384 0.5 0 0 0.0045 8.3205 20370401
17038386 0.5 0 0 0.0045 6.2455 20370401
17038387 0.5 0 0 0.0045 5.7455 20370401
17038394 0.5 0 0 0.0045 5.9605 20320401
17035721 0.5 0 0 0.0045 8.2455 20370301
17035722 0.5 0 0 0.0045 8.3855 20370301
17038425 0.5 0 0 0.0045 7.7455 20370401
17038458 0.5 0 0 0.0045 10.0955 20370401
17038473 0.5 0 0 0.0045 9.4855 20370401
17038475 0.5 0 0 0.0045 8.8855 20370401
17038508 0.5 0 0 0.0045 6.9455 20370401
17038512 0.5 0 0 0.0045 7.4855 20370401
17038514 0.5 0 0 0.0045 8.3955 20370401
17038520 0.5 0 0 0.0045 8.9455 20370401
17038526 0.5 0 0 0.0045 6.0455 20370401
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17083782 0.5 0 0 0.0045 7.4955 20370201
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17083785 0.5 0 0 0.0045 7.2705 20370201
17083786 0.5 0 0 0.0045 7.5205 20370201
17083787 0.5 0 0 0.0045 7.1955 20370201
17083788 0.5 0 0 0.0045 5.3455 20370301
17083790 0.5 0 0 0.0045 6.8955 20370201
17083791 0.5 0 0 0.0045 6.8455 20370301
17083792 0.5 0 0 0.0045 6.4655 20370201
17083793 0.5 0 0 0.0045 7.2455 20370301
17083794 0.5 0 0 0.0045 6.8705 20370201
17083795 0.5 0 0 0.0045 7.0955 20370301
17083798 0.5 0 0 0.0045 7.2455 20370201
17083799 0.5 0 0 0.0045 5.8205 20370301
17083800 0.5 0 0 0.0045 5.8945 20370301
17083801 0.5 0 0 0.0045 5.9855 20370301
17083802 0.5 0 0 0.0045 7.9705 20370201
17083803 0.5 0 0 0.0045 6.5955 20370201
17083805 0.5 0 0 0.0045 7.9305 20370301
17079363 0.5 0 0 0.0045 9.5455 20370301
17079364 0.5 0 0 0.0045 9.0205 20370301
17079366 0.5 0 0 0.0045 9.5455 20370301
17079369 0.5 0 0 0.0045 7.0455 20370201
17079371 0.5 0 0 0.0045 7.9205 20370301
17083806 0.5 0 0 0.0045 5.3705 20370301
17083807 0.5 0 0 0.0045 7.8705 20370201
17083808 0.5 0 0 0.0045 5.8505 20370301
17083810 0.5 0 0 0.0045 5.7905 20370301
17083811 0.5 0 0 0.0045 8.1305 20370201
17083813 0.5 0 0 0.0045 8.9205 20370301
17083814 0.5 0 0 0.0045 7.2455 20370301
17083815 0.5 0 0 0.0045 7.3955 20370201
17083816 0.5 0 0 0.0045 8.9955 20370201
17083817 0.5 0 0 0.0045 7.5455 20370301
17083820 0.5 0 0 0.0045 7.3455 20370301
17083822 0.5 0 0 0.0045 8.5905 20370201
17083823 0.5 0 0 0.0045 5.4705 20370301
17083824 0.5 0 0 0.0045 8.9755 20370301
17083825 0.5 0 0 0.0045 5.9705 20220301
17083826 0.5 0 0 0.0045 6.8705 20370301
17083827 0.5 0 0 0.0045 7.5955 20370301
17083828 0.5 0 0 0.0045 5.7905 20370301
17083829 0.5 0 0 0.0045 6.2205 20370301
17083830 0.5 0 0 0.0045 5.8505 20370201
17083831 0.5 0 0 0.0045 6.0455 20370301
17083832 0.5 0 0 0.0045 5.9955 20370301
17083833 0.5 0 0 0.0045 6.7955 20370301
17083834 0.5 0 0 0.0045 6.1735 20370301
17083835 0.5 0 0 0.0045 5.3705 20370301
17083836 0.5 0 0 0.0045 6.5955 20370301
17083837 0.5 0 0 0.0045 8.1455 20370301
17083838 0.5 0 0 0.0045 9.6955 20370301
17083839 0.5 0 0 0.0045 6.7205 20370301
17083840 0.5 0 0 0.0045 6.9705 20370301
17083841 0.5 0 0 0.0045 6.5655 20220201
17083842 0.5 0 0 0.0045 7.3455 20370201
17083843 0.5 0 0 0.0045 10.1455 20370301
17083844 0.5 0 0 0.0045 8.4705 20370301
17083846 0.5 0 0 0.0045 9.9705 20370301
17083848 0.5 0 0 0.0045 6.0955 20370301
17083850 0.5 0 0 0.0045 7.1455 20370301
17083851 0.5 0 0 0.0045 5.3705 20370301
17083852 0.5 0 0 0.0045 5.9955 20370301
17083853 0.5 0 0 0.0045 5.6655 20370301
17083854 0.5 0 0 0.0045 6.7455 20370301
17083855 0.5 0 0 0.0045 10.9955 20370201
17083856 0.5 0 0 0.0045 5.6955 20370301
17083857 0.5 0 0 0.0045 6.6205 20370301
17083860 0.5 0 0 0.0045 6.2705 20370301
17083861 0.5 0 0 0.0045 8.7205 20370301
17083862 0.5 0 0 0.0045 5.3905 20370301
17083863 0.5 0 0 0.0045 9.0255 20370301
17083864 0.5 0 0 0.0045 6.3705 20320301
17083867 0.5 0 0 0.0045 6.0205 20370301
17083868 0.5 0 0 0.0045 7.0705 20320301
17083869 0.5 0 0 0.0045 5.9945 20370301
17083870 0.5 0 0 0.0045 6.4205 20370301
17083872 0.5 0 0 0.0045 7.0955 20370301
17083873 0.5 0 0 0.0045 5.7455 20370301
17083874 0.5 0 0 0.0045 7.0455 20370301
17083875 0.5 0 0 0.0045 5.4955 20370301
17083876 0.5 0 0 0.0045 9.5455 20370301
17083877 0.5 0 0 0.0045 5.4945 20370301
17083878 0.5 0 0 0.0045 7.3155 20370301
17083881 0.5 0 0 0.0045 8.3455 20370301
17083882 0.5 0 0 0.0045 6.9855 20370301
17083883 0.5 0 0 0.0045 4.8405 20370301
17083884 0.5 0 0 0.0045 5.4705 20170301
17083887 0.5 0 0 0.0045 5.8455 20370301
17083888 0.5 0 0 0.0045 6.4205 20370301
17083889 0.5 0 0 0.0045 5.5955 20370301
17083894 0.5 0 0 0.0045 6.3205 20370301
17083895 0.5 0 0 0.0045 5.5455 20370301
17083896 0.5 0 0 0.0045 5.3905 20370301
17083897 0.5 0 0 0.0045 6.0955 20370301
17083898 0.5 0 0 0.0045 8.3955 20370301
17083899 0.5 0 0 0.0045 9.5205 20370301
17083901 0.5 0 0 0.0045 8.1205 20370301
17083903 0.5 0 0 0.0045 8.4455 20370301
17083904 0.5 0 0 0.0045 6.0955 20370301
17083905 0.5 0 0 0.0045 8.2705 20370301
17083908 0.5 0 0 0.0045 6.2705 20370301
17083909 0.5 0 0 0.0045 9.5205 20370301
17083910 0.5 0 0 0.0045 6.4705 20370301
17083912 0.5 0 0 0.0045 6.0955 20370301
17083913 0.5 0 0 0.0045 7.3455 20370301
17083914 0.5 0 0 0.0045 6.3205 20370301
17083915 0.5 0 0 0.0045 5.7405 20370301
17083916 0.5 0 0 0.0045 5.3455 20370301
17083917 0.5 0 0 0.0045 6.0955 20370301
17083918 0.5 0 0 0.0045 6.6955 20370301
17083920 0.5 0 0 0.0045 6.3405 20370301
17083922 0.5 0 0 0.0045 6.2455 20370301
17083923 0.5 0 0 0.0045 7.1555 20370301
17083924 0.5 0 0 0.0045 7.9955 20370301
17083926 0.5 0 0 0.0045 6.4705 20370301
17083928 0.5 0 0 0.0045 6.8705 20370301
17083929 0.5 0 0 0.0045 5.9205 20370301
17083437 0.5 0 0 0.0045 5.4455 20370201
17083438 0.5 0 0 0.0045 5.0805 20370301
17083439 0.5 0 0 0.0045 8.2455 20370101
17083441 0.5 0 0 0.0045 5.3705 20370101
17083442 0.5 0 0 0.0045 6.4705 20370201
17083443 0.5 0 0 0.0045 8.4855 20370201
17083446 0.5 0 0 0.0045 7.3705 20370101
17083447 0.5 0 0 0.0045 5.0705 20370101
17083448 0.5 0 0 0.0045 7.3205 20370101
17083449 0.5 0 0 0.0045 8.0705 20370201
17083451 0.5 0 0 0.0045 5.4705 20370301
17083452 0.5 0 0 0.0045 7.3175 20370301
17083454 0.5 0 0 0.0045 5.7455 20370301
17083455 0.5 0 0 0.0045 8.2055 20370301
17083457 0.5 0 0 0.0045 6.4945 20361201
17083458 0.5 0 0 0.0045 6.6355 20370101
17083460 0.5 0 0 0.0045 9.0005 20370101
17083461 0.5 0 0 0.0045 7.1955 20220101
17083930 0.5 0 0 0.0045 7.4945 20220301
17083933 0.5 0 0 0.0045 5.4705 20370301
17083934 0.5 0 0 0.0045 7.3205 20220301
17083935 0.5 0 0 0.0045 6.9955 20370301
17083936 0.5 0 0 0.0045 5.6705 20370301
17083937 0.5 0 0 0.0045 6.4855 20370301
17083938 0.5 0 0 0.0045 5.9455 20370301
17083939 0.5 0 0 0.0045 7.0205 20370301
17083941 0.5 0 0 0.0045 5.9955 20370301
17083942 0.5 0 0 0.0045 8.2455 20370301
17083943 0.5 0 0 0.0045 7.4955 20370301
17083944 0.5 0 0 0.0045 7.4455 20370301
17083946 0.5 0 0 0.0045 8.2205 20370301
17083947 0.5 0 0 0.0045 8.9955 20370301
17083948 0.5 0 0 0.0045 5.8705 20370301
17083949 0.5 0 0 0.0045 5.3955 20370301
17083951 0.5 0 0 0.0045 6.1505 20370301
17083952 0.5 0 0 0.0045 6.0955 20370301
17083954 0.5 0 0 0.0045 6.3405 20370301
17083955 0.5 0 0 0.0045 5.6705 20370301
17083956 0.5 0 0 0.0045 5.3055 20370301
17083957 0.5 0 0 0.0045 7.4455 20370301
17083958 0.5 0 0 0.0045 6.7705 20370301
17083960 0.5 0 0 0.0045 8.9955 20370301
17083961 0.5 0 0 0.0045 8.4755 20370301
17083965 0.5 0 0 0.0045 6.3455 20370301
17083966 0.5 0 0 0.0045 5.3895 20370301
17083968 0.5 0 0 0.0045 7.1205 20370301
17083970 0.5 0 0 0.0045 6.1205 20370301
17083972 0.5 0 0 0.0045 6.3955 20370301
17083973 0.5 0 0 0.0045 7.2205 20370301
17083975 0.5 0 0 0.0045 5.8705 20220301
17083976 0.5 0 0 0.0045 7.1205 20370301
17083977 0.5 0 0 0.0045 11.9955 20370301
17083980 0.5 0 0 0.0045 7.3705 20370301
17083982 0.5 0 0 0.0045 6.0955 20370301
17083984 0.5 0 0 0.0045 5.4455 20370301
17083985 0.5 0 0 0.0045 10.1955 20370301
17083986 0.5 0 0 0.0045 5.8905 20320301
17083990 0.5 0 0 0.0045 6.0955 20370301
17083991 0.5 0 0 0.0045 5.8955 20370301
17083993 0.5 0 0 0.0045 6.9205 20370301
17083994 0.5 0 0 0.0045 6.4755 20370301
17083995 0.5 0 0 0.0045 8.3205 20370301
17083996 0.5 0 0 0.0045 10.9955 20370301
17083997 0.5 0 0 0.0045 7.0455 20370301
17084000 0.5 0 0 0.0045 11.9955 20370301
17084004 0.5 0 0 0.0045 11.9955 20370301
17084010 0.5 0 0 0.0045 9.3855 20370101
17084012 0.5 0 0 0.0045 10.4505 20370101
17084013 0.5 0 0 0.0045 6.2405 20370101
17084015 0.5 0 0 0.0045 9.4955 20370101
17083463 0.5 0 0 0.0045 7.0815 20320301
17083464 0.5 0 0 0.0045 7.4945 20370101
17083466 0.5 0 0 0.0045 6.9455 20370101
17083468 0.5 0 0 0.0045 5.8705 20370101
17083469 0.5 0 0 0.0045 6.1655 20370201
17083473 0.5 0 0 0.0045 5.4945 20370101
17083476 0.5 0 0 0.0045 6.0955 20370101
17083478 0.5 0 0 0.0045 6.6455 20370101
17083479 0.5 0 0 0.0045 6.5205 20370301
17083480 0.5 0 0 0.0045 6.6955 20370101
17083481 0.5 0 0 0.0045 6.2455 20270201
17083482 0.5 0 0 0.0045 8.6505 20370201
17083483 0.5 0 0 0.0045 5.6955 20320301
17083485 0.5 0 0 0.0045 7.3755 20370301
17083487 0.5 0 0 0.0045 6.1955 20370201
17083488 0.5 0 0 0.0045 7.3455 20370101
17083493 0.5 0 0 0.0045 9.4355 20370101
17083495 0.5 0 0 0.0045 5.5205 20370201
17083496 0.5 0 0 0.0045 9.2455 20370301
17083500 0.5 0 0 0.0045 6.9955 20370201
17083501 0.5 0 0 0.0045 8.2955 20370301
17083502 0.5 0 0 0.0045 7.4655 20370201
17083504 0.5 0 0 0.0045 8.9855 20370301
17083505 0.5 0 0 0.0045 7.4855 20370201
17083507 0.5 0 0 0.0045 6.2455 20370101
17083510 0.5 0 0 0.0045 6.8205 20370201
17083511 0.5 0 0 0.0045 5.5705 20270301
17083516 0.5 0 0 0.0045 5.8705 20370201
17083517 0.5 0 0 0.0045 6.2705 20370201
17083518 0.5 0 0 0.0045 5.4955 20370301
17083520 0.5 0 0 0.0045 5.9705 20370201
17083522 0.5 0 0 0.0045 6.8455 20370301
17083523 0.5 0 0 0.0045 10.0455 20370301
17083524 0.5 0 0 0.0045 5.4705 20370201
17083525 0.5 0 0 0.0045 9.1705 20370201
17083527 0.5 0 0 0.0045 10.0705 20370101
17083528 0.5 0 0 0.0045 6.0955 20220301
17083529 0.5 0 0 0.0045 6.0205 20370201
17083531 0.5 0 0 0.0045 6.4905 20370301
17083532 0.5 0 0 0.0045 7.7705 20370301
17083536 0.5 0 0 0.0045 6.0955 20370301
17083537 0.5 0 0 0.0045 7.1705 20370201
17083540 0.5 0 0 0.0045 7.2655 20370301
17083541 0.5 0 0 0.0045 8.2705 20370301
17083542 0.5 0 0 0.0045 10.9955 20370201
17083543 0.5 0 0 0.0045 6.0955 20370201
17083544 0.5 0 0 0.0045 6.4705 20370301
17083545 0.5 0 0 0.0045 7.2955 20370201
17083546 0.5 0 0 0.0045 8.8705 20370301
17083547 0.5 0 0 0.0045 7.9005 20370301
17083548 0.5 0 0 0.0045 8.4855 20370301
17083549 0.5 0 0 0.0045 6.0705 20370201
17083550 0.5 0 0 0.0045 6.5455 20370201
17083551 0.5 0 0 0.0045 7.0705 20370201
17083554 0.5 0 0 0.0045 6.3705 20320301
17083555 0.5 0 0 0.0045 7.4455 20370201
17083556 0.5 0 0 0.0045 6.3705 20370201
17083557 0.5 0 0 0.0045 8.5955 20370201
17083558 0.5 0 0 0.0045 6.0905 20370201
17083559 0.5 0 0 0.0045 5.6955 20270201
17083560 0.5 0 0 0.0045 5.4705 20370301
17083561 0.5 0 0 0.0045 6.7355 20370301
17083562 0.5 0 0 0.0045 6.4205 20370301
17083563 0.5 0 0 0.0045 8.9955 20370301
17083565 0.5 0 0 0.0045 7.6205 20370301
17083566 0.5 0 0 0.0045 9.2205 20370201
17083567 0.5 0 0 0.0045 7.4955 20370201
17083568 0.5 0 0 0.0045 5.3455 20370201
17083569 0.5 0 0 0.0045 8.2205 20370201
17083570 0.5 0 0 0.0045 10.9955 20370201
17083571 0.5 0 0 0.0045 6.9955 20370201
17083572 0.5 0 0 0.0045 7.0705 20370201
17083573 0.5 0 0 0.0045 7.7205 20370301
17083575 0.5 0 0 0.0045 7.4905 20370201
17083577 0.5 0 0 0.0045 7.7705 20370201
17083579 0.5 0 0 0.0045 6.9205 20370201
17083580 0.5 0 0 0.0045 7.4455 20370301
17083581 0.5 0 0 0.0045 9.1955 20370201
17083582 0.5 0 0 0.0045 5.6205 20370301
17083583 0.5 0 0 0.0045 6.3205 20370201
17083584 0.5 0 0 0.0045 6.1705 20370201
17083585 0.5 0 0 0.0045 5.9205 20370301
17083587 0.5 0 0 0.0045 5.4945 20370301
17083589 0.5 0 0 0.0045 6.3955 20370201
17083590 0.5 0 0 0.0045 5.7955 20370201
17083591 0.5 0 0 0.0045 8.3445 20370301
17083592 0.5 0 0 0.0045 6.9705 20370201
17083593 0.5 0 0 0.0045 8.7455 20370201
17083594 0.5 0 0 0.0045 6.4705 20370201
17083596 0.5 0 0 0.0045 6.3705 20370301
17083598 0.5 0 0 0.0045 7.7705 20370201
17083599 0.5 0 0 0.0045 7.2705 20370301
17083600 0.5 0 0 0.0045 5.6805 20370301
17083601 0.5 0 0 0.0045 5.9105 20270301
17083602 0.5 0 0 0.0045 7.0205 20370301
17083609 0.5 0 0 0.0045 6.4915 20370301
17083610 0.5 0 0 0.0045 7.0665 20370301
17083611 0.5 0 0 0.0045 6.0205 20370301
17083614 0.5 0 0 0.0045 7.3455 20370301
17083615 0.5 0 0 0.0045 5.9945 20320201
17083618 0.5 0 0 0.0045 6.8705 20370301
17083620 0.5 0 0 0.0045 6.4705 20370301
17083621 0.5 0 0 0.0045 7.0705 20370201
17083622 0.5 0 0 0.0045 8.5705 20370301
17083623 0.5 0 0 0.0045 6.0955 20370301
17083624 0.5 0 0 0.0045 7.2955 20370301
17083625 0.5 0 0 0.0045 5.9205 20370301
17083626 0.5 0 0 0.0045 6.6205 20370301
17083627 0.5 0 0 0.0045 7.4855 20370201
17083628 0.5 0 0 0.0045 6.0955 20370301
17083629 0.5 0 0 0.0045 7.9905 20370301
17083630 0.5 0 0 0.0045 6.0435 20370301
17083631 0.5 0 0 0.0045 7.1955 20370201
17083632 0.5 0 0 0.0045 6.2455 20370301
17083633 0.5 0 0 0.0045 6.0955 20370201
17083634 0.5 0 0 0.0045 6.1445 20220201
17083635 0.5 0 0 0.0045 6.6955 20370301
17083636 0.5 0 0 0.0045 6.1705 20370201
17083637 0.5 0 0 0.0045 6.4455 20370301
17083639 0.5 0 0 0.0045 6.0955 20370201
17083641 0.5 0 0 0.0045 6.4905 20370201
17083642 0.5 0 0 0.0045 7.4355 20370301
17083644 0.5 0 0 0.0045 5.4205 20370201
17083646 0.5 0 0 0.0045 5.5455 20370201
17083648 0.5 0 0 0.0045 5.5205 20370301
17083650 0.5 0 0 0.0045 8.2705 20370301
17083651 0.5 0 0 0.0045 8.5955 20370201
17083652 0.5 0 0 0.0045 6.9905 20370201
17083653 0.5 0 0 0.0045 6.4205 20370301
17083656 0.5 0 0 0.0045 5.4705 20370201
17083657 0.5 0 0 0.0045 6.2705 20370301
17083658 0.5 0 0 0.0045 7.3205 20370201
17083661 0.5 0 0 0.0045 7.4455 20370201
17083663 0.5 0 0 0.0045 5.7455 20370201
17083664 0.5 0 0 0.0045 6.1005 20370201
17083665 0.5 0 0 0.0045 5.3455 20370201
17083666 0.5 0 0 0.0045 6.4205 20370201
17083667 0.5 0 0 0.0045 7.8705 20370301
17083670 0.5 0 0 0.0045 6.0955 20370301
17083671 0.5 0 0 0.0045 6.4705 20370301
17083672 0.5 0 0 0.0045 7.2705 20370301
17083673 0.5 0 0 0.0045 6.0705 20370201
17083674 0.5 0 0 0.0045 7.4905 20370201
17083675 0.5 0 0 0.0045 7.1955 20370201
17083677 0.5 0 0 0.0045 5.9945 20370301
17131233 0.5 0 0 0.0045 5.9955 20370201
17131234 0.5 0 0 0.0045 10.2955 20220201
17131236 0.5 0 0 0.0045 6.3205 20370201
17131239 0.5 0 0 0.0045 6.8455 20370101
17131243 0.5 0 0 0.0045 8.1455 20370201
17131245 0.5 0 0 0.0045 8.4855 20370201
17131247 0.5 0 0 0.0045 8.3455 20370201
17131250 0.5 0 0 0.0045 10.7455 20370201
17131251 0.5 0 0 0.0045 9.1835 20370201
17131252 0.5 0 0 0.0045 7.4455 20370201
17131254 0.5 0 0 0.0045 5.6455 20220201
17131256 0.5 0 0 0.0045 8.2205 20370201
17131258 0.5 0 0 0.0045 6.5455 20370201
17131260 0.5 0 0 0.0045 6.7455 20370201
17131262 0.5 0 0 0.0045 6.3955 20370201
17131263 0.5 0 0 0.0045 11.6955 20220201
17131265 0.5 0 0 0.0045 7.8955 20370301
17131269 0.5 0 0 0.0045 6.2955 20370301
17131270 0.5 0 0 0.0045 7.0205 20370301
17131271 0.5 0 0 0.0045 6.7455 20370301
17079280 0.5 0 0 0.0045 8.1205 20370301
17079281 0.5 0 0 0.0045 11.5955 20270301
17079283 0.5 0 0 0.0045 8.4955 20370301
17079284 0.5 0 0 0.0045 8.9955 20370201
17079285 0.5 0 0 0.0045 8.9955 20370301
17079288 0.5 0 0 0.0045 9.2705 20370201
17079289 0.5 0 0 0.0045 8.5955 20370301
17079294 0.5 0 0 0.0045 8.1455 20370301
17079295 0.5 0 0 0.0045 8.7955 20370201
17079296 0.5 0 0 0.0045 8.6205 20370301
17079301 0.5 0 0 0.0045 9.4205 20370301
17079303 0.5 0 0 0.0045 8.3455 20370301
17079304 0.5 0 0 0.0045 7.9955 20370301
17079305 0.5 0 0 0.0045 9.1955 20370301
17079306 0.5 0 0 0.0045 7.7955 20370301
17079307 0.5 0 0 0.0045 8.9955 20370201
17079308 0.5 0 0 0.0045 10.1205 20370201
17079309 0.5 0 0 0.0045 8.4955 20370301
17079311 0.5 0 0 0.0045 7.9705 20370201
17079312 0.5 0 0 0.0045 8.7455 20370301
17079315 0.5 0 0 0.0045 7.7455 20370201
17079316 0.5 0 0 0.0045 9.9455 20370301
17079317 0.5 0 0 0.0045 9.1455 20370201
17079318 0.5 0 0 0.0045 9.4455 20370301
17079320 0.5 0 0 0.0045 7.3705 20370201
17079325 0.5 0 0 0.0045 8.4955 20370201
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17148057 0.5 0 0 0.0045 8.1105 20370401
17148060 0.5 0 0 0.0045 6.2955 20370401
17148061 0.5 0 0 0.0045 8.8455 20370401
17148068 0.5 0 0 0.0045 8.2855 20370401
17148070 0.5 0 0 0.0045 8.4455 20370401
17148073 0.5 0 0 0.0045 8.1855 20370401
17148075 0.5 0 0 0.0045 8.6605 20370401
17148086 0.5 0 0 0.0045 6.4355 20370401
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17147880 0.5 0 0 0.0045 8.6955 20370401
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17148119 0.5 0 0 0.0045 7.0855 20370401
17160103 0.5 0 0 0.0045 8.8355 20370401
17160104 0.5 0 0 0.0045 9.4455 20370401
17160117 0.5 0 0 0.0045 9.2455 20370401
17159957 0.5 0 0 0.0045 7.3605 20370401
17160119 0.5 0 0 0.0045 8.3455 20370401
17160123 0.5 0 0 0.0045 8.2955 20370401
17159962 0.5 0 0 0.0045 9.2955 20370301
17159963 0.5 0 0 0.0045 8.9955 20370301
17159969 0.5 0 0 0.0045 9.1955 20370301
17159971 0.5 0 0 0.0045 8.3455 20370301
17160143 0.5 0 0 0.0045 7.5855 20370401
17159975 0.5 0 0 0.0045 7.9105 20370401
17159976 0.5 0 0 0.0045 8.4205 20370301
17159978 0.5 0 0 0.0045 7.5955 20270301
17160149 0.5 0 0 0.0045 9.3355 20370401
17159986 0.5 0 0 0.0045 9.2455 20370301
17160154 0.5 0 0 0.0045 7.2355 20370401
17160156 0.5 0 0 0.0045 10.2955 20370401
17160160 0.5 0 0 0.0045 9.3355 20370401
17160163 0.5 0 0 0.0045 8.2355 20370401
17159993 0.5 0 0 0.0045 9.0355 20370401
17160191 0.5 0 0 0.0045 8.0955 20370401
17160197 0.5 0 0 0.0045 5.9955 20370401
17160203 0.5 0 0 0.0045 9.4855 20370401
17160215 0.5 0 0 0.0045 8.4855 20370401
17160217 0.5 0 0 0.0045 8.8955 20370401
17155557 0.5 0 0 0.0045 7.1955 20370401
17155558 0.5 0 0 0.0045 8.2955 20370401
17155560 0.5 0 0 0.0045 7.9355 20370401
17155563 0.5 0 0 0.0045 9.7255 20370401
17155567 0.5 0 0 0.0045 7.4855 20370401
17155573 0.5 0 0 0.0045 7.4855 20370401
17160218 0.5 0 0 0.0045 9.5455 20370401
17155588 0.5 0 0 0.0045 8.2455 20370401
17155591 0.5 0 0 0.0045 7.0455 20370401
17155593 0.5 0 0 0.0045 9.3855 20370401
17155594 0.5 0 0 0.0045 9.9855 20370401
17155597 0.5 0 0 0.0045 9.4855 20370401
17155600 0.5 0 0 0.0045 7.9855 20370401
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17155607 0.5 0 0 0.0045 8.6355 20370401
17155619 0.5 0 0 0.0045 8.1605 20370401
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17155639 0.5 0 0 0.0045 8.0355 20370401
17155459 0.5 0 0 0.0045 9.3955 20370401
17155641 0.5 0 0 0.0045 5.9355 20370401
17155467 0.5 0 0 0.0045 6.9955 20370401
17155470 0.5 0 0 0.0045 7.6955 20370301
17155471 0.5 0 0 0.0045 7.0955 20370301
17155472 0.5 0 0 0.0045 6.5455 20370401
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17155644 0.5 0 0 0.0045 6.8955 20370401
17155647 0.5 0 0 0.0045 9.4855 20370401
17155652 0.5 0 0 0.0045 9.6355 20370401
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17155667 0.5 0 0 0.0045 8.6355 20370401
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17155475 0.5 0 0 0.0045 10.6455 20370401
17155477 0.5 0 0 0.0045 6.7105 20370401
17155673 0.5 0 0 0.0045 6.9855 20370401
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17155683 0.5 0 0 0.0045 10.6355 20370401
17155688 0.5 0 0 0.0045 9.6455 20370401
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17155698 0.5 0 0 0.0045 9.5955 20370401
17155490 0.5 0 0 0.0045 7.7705 20370401
17159997 0.5 0 0 0.0045 7.9705 20370301
17155722 0.5 0 0 0.0045 7.1355 20370401
17155727 0.5 0 0 0.0045 6.9355 20370401
17154395 0.5 0 0 0.0045 10.4855 20370401
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17154299 0.5 0 0 0.0045 8.5955 20370301
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17154399 0.5 0 0 0.0045 9.6455 20370401
17154301 0.5 0 0 0.0045 6.7455 20370401
17154403 0.5 0 0 0.0045 9.3355 20370401
17154405 0.5 0 0 0.0045 8.8455 20370401
17154306 0.5 0 0 0.0045 8.8955 20370301
17154415 0.5 0 0 0.0045 9.3455 20370401
17154417 0.5 0 0 0.0045 8.2355 20370401
17154421 0.5 0 0 0.0045 7.3955 20370401
17154427 0.5 0 0 0.0045 7.8355 20370401
17154320 0.5 0 0 0.0045 6.9955 20370401
17155731 0.5 0 0 0.0045 6.9455 20370401
17155494 0.5 0 0 0.0045 7.4455 20370401
17155495 0.5 0 0 0.0045 8.6955 20370301
17155735 0.5 0 0 0.0045 6.8105 20370401
17155501 0.5 0 0 0.0045 7.4855 20370301
17155502 0.5 0 0 0.0045 5.9455 20370301
17155508 0.5 0 0 0.0045 7.1955 20370401
17155510 0.5 0 0 0.0045 8.5455 20370301
17155515 0.5 0 0 0.0045 11.2455 20320401
17155523 0.5 0 0 0.0045 8.8955 20370301
17155524 0.5 0 0 0.0045 6.6955 20370401
17155740 0.5 0 0 0.0045 8.8735 20370401
17155528 0.5 0 0 0.0045 8.3955 20370301
17155534 0.5 0 0 0.0045 9.0455 20370301
17154431 0.5 0 0 0.0045 9.0955 20370401
17154443 0.5 0 0 0.0045 8.9955 20370401
17154445 0.5 0 0 0.0045 9.2355 20370401
17154453 0.5 0 0 0.0045 9.2705 20370401
17154327 0.5 0 0 0.0045 8.8705 20370401
17154467 0.5 0 0 0.0045 9.9855 20370401
17154330 0.5 0 0 0.0045 6.5455 20370401
17154473 0.5 0 0 0.0045 7.4355 20370401
17154332 0.5 0 0 0.0045 5.8455 20370401
17154337 0.5 0 0 0.0045 10.8455 20370401
17154341 0.5 0 0 0.0045 8.6205 20370401
17154345 0.5 0 0 0.0045 7.0455 20370401
17154480 0.5 0 0 0.0045 8.2455 20370401
17154346 0.5 0 0 0.0045 6.4955 20370401
17154483 0.5 0 0 0.0045 7.7205 20370401
17154490 0.5 0 0 0.0045 10.7355 20370401
17154494 0.5 0 0 0.0045 7.6855 20370401
17154496 0.5 0 0 0.0045 10.2105 20370401
17154352 0.5 0 0 0.0045 8.4455 20370401
17154354 0.5 0 0 0.0045 9.1955 20370301
17154355 0.5 0 0 0.0045 9.7955 20370301
17154503 0.5 0 0 0.0045 8.4855 20370401
17154504 0.5 0 0 0.0045 8.2455 20370401
17154356 0.5 0 0 0.0045 7.9955 20370301
17154516 0.5 0 0 0.0045 9.6455 20370401
17154517 0.5 0 0 0.0045 10.1355 20370401
17152542 0.5 0 0 0.0045 9.2455 20370401
17152588 0.5 0 0 0.0045 7.2355 20370401
17152589 0.5 0 0 0.0045 11.4855 20370401
17152545 0.5 0 0 0.0045 8.9855 20370401
17152595 0.5 0 0 0.0045 6.4855 20370401
17152596 0.5 0 0 0.0045 8.7105 20370401
17152599 0.5 0 0 0.0045 8.0455 20370401
17152548 0.5 0 0 0.0045 8.1455 20370401
17152600 0.5 0 0 0.0045 7.2455 20370401
17152614 0.5 0 0 0.0045 8.8955 20370401
17152617 0.5 0 0 0.0045 9.1855 20370401
17154359 0.5 0 0 0.0045 9.5455 20370401
17154519 0.5 0 0 0.0045 8.2855 20370401
17154523 0.5 0 0 0.0045 8.2955 20370401
17154526 0.5 0 0 0.0045 9.1955 20370401
17154364 0.5 0 0 0.0045 9.1955 20370301
17154367 0.5 0 0 0.0045 9.0955 20370401
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17154391 0.5 0 0 0.0045 9.1955 20370401
17154545 0.5 0 0 0.0045 8.7955 20370401
17154546 0.5 0 0 0.0045 9.2955 20370401
17154547 0.5 0 0 0.0045 7.1355 20270401
17154548 0.5 0 0 0.0045 7.8455 20370401
17154552 0.5 0 0 0.0045 10.8355 20370401
17152633 0.5 0 0 0.0045 7.7455 20370401
17152639 0.5 0 0 0.0045 7.7455 20370401
17152642 0.5 0 0 0.0045 9.0855 20370401
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17152646 0.5 0 0 0.0045 8.5855 20370401
17152554 0.5 0 0 0.0045 7.9855 20370401
17152651 0.5 0 0 0.0045 9.2455 20370401
17152654 0.5 0 0 0.0045 8.1955 20370401
17152660 0.5 0 0 0.0045 8.2855 20370401
17152661 0.5 0 0 0.0045 9.5455 20370401
17152665 0.5 0 0 0.0045 8.8455 20370401
17154556 0.5 0 0 0.0045 6.3855 20370401
17152669 0.5 0 0 0.0045 5.8855 20370401
17152671 0.5 0 0 0.0045 7.9855 20370401
17152673 0.5 0 0 0.0045 8.0455 20370401
17152674 0.5 0 0 0.0045 8.9855 20370401
17152675 0.5 0 0 0.0045 8.9455 20370401
17152676 0.5 0 0 0.0045 8.8355 20370401
17152558 0.5 0 0 0.0045 7.7855 20370401
17152680 0.5 0 0 0.0045 8.8955 20370401
17152685 0.5 0 0 0.0045 8.8855 20370401
17152693 0.5 0 0 0.0045 7.4355 20370401
17152698 0.5 0 0 0.0045 11.0605 20370401
17152700 0.5 0 0 0.0045 6.7455 20370401
17152701 0.5 0 0 0.0045 7.2855 20370401
17152705 0.5 0 0 0.0045 9.8355 20370401
17130403 0.5 0 0 0.0045 10.2955 20370401
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17130412 0.5 0 0 0.0045 9.7855 20370401
17130417 0.5 0 0 0.0045 6.4855 20370401
17130316 0.5 0 0 0.0045 9.9955 20370201
17130317 0.5 0 0 0.0045 10.1855 20370401
17130425 0.5 0 0 0.0045 9.4855 20370401
17130426 0.5 0 0 0.0045 7.4855 20370401
17130430 0.5 0 0 0.0045 6.4605 20370401
17130431 0.5 0 0 0.0045 8.6455 20370401
17130432 0.5 0 0 0.0045 9.7455 20370401
17130319 0.5 0 0 0.0045 8.8205 20370401
17130320 0.5 0 0 0.0045 8.8455 20370401
17130323 0.5 0 0 0.0045 7.8955 20370401
17130435 0.5 0 0 0.0045 7.2355 20370401
17130440 0.5 0 0 0.0045 9.9355 20370401
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17130465 0.5 0 0 0.0045 8.3955 20370401
17078044 0.5 0 0 0.0045 9.3955 20370401
17078048 0.5 0 0 0.0045 8.4955 20370401
17078051 0.5 0 0 0.0045 8.6455 20370401
17078053 0.5 0 0 0.0045 7.2855 20370401
17078060 0.5 0 0 0.0045 7.5355 20370401
17078062 0.5 0 0 0.0045 8.9455 20370401
17078065 0.5 0 0 0.0045 8.1955 20370401
17078067 0.5 0 0 0.0045 7.0955 20370401
17078071 0.5 0 0 0.0045 9.6855 20370401
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17078073 0.5 0 0 0.0045 8.3755 20370401
17076652 0.5 0 0 0.0045 9.3605 20370401
17076653 0.5 0 0 0.0045 10.4855 20370401
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17076656 0.5 0 0 0.0045 8.0855 20370401
17076661 0.5 0 0 0.0045 5.2455 20370401
17076662 0.5 0 0 0.0045 8.3605 20370401
17076675 0.5 0 0 0.0045 10.0955 20370401
17076677 0.5 0 0 0.0045 5.7455 20370401
17076633 0.5 0 0 0.0045 7.9855 20370401
17076683 0.5 0 0 0.0045 5.9355 20370401
17076686 0.5 0 0 0.0045 9.3455 20370401
17076687 0.5 0 0 0.0045 8.4855 20370401
17076637 0.5 0 0 0.0045 8.3855 20370401
17076698 0.5 0 0 0.0045 8.3455 20370401
17076701 0.5 0 0 0.0045 8.6455 20370401
17076702 0.5 0 0 0.0045 9.1205 20370401
17076638 0.5 0 0 0.0045 8.4855 20370401
17076705 0.5 0 0 0.0045 7.9455 20370401
17076707 0.5 0 0 0.0045 9.4355 20370401
17076710 0.5 0 0 0.0045 8.5355 20370401
17076723 0.5 0 0 0.0045 6.4855 20370401
17076729 0.5 0 0 0.0045 7.2855 20370401
17076732 0.5 0 0 0.0045 10.7855 20370401
17076740 0.5 0 0 0.0045 6.9955 20370401
17076743 0.5 0 0 0.0045 10.4455 20370401
17076744 0.5 0 0 0.0045 8.4355 20370401
17076747 0.5 0 0 0.0045 5.9855 20370401
17076755 0.5 0 0 0.0045 6.9855 20370401
17076760 0.5 0 0 0.0045 8.6855 20370401
17075281 0.5 0 0 0.0045 7.4855 20370401
17075282 0.5 0 0 0.0045 8.3355 20370401
17075284 0.5 0 0 0.0045 9.4855 20370401
17075285 0.5 0 0 0.0045 8.4955 20370401
17075294 0.5 0 0 0.0045 8.8455 20370401
17075297 0.5 0 0 0.0045 10.1355 20370401
17075303 0.5 0 0 0.0045 8.7855 20370401
17075306 0.5 0 0 0.0045 8.8855 20370401
17075308 0.5 0 0 0.0045 10.1955 20370401
17075311 0.5 0 0 0.0045 7.7355 20370401
17075319 0.5 0 0 0.0045 5.2705 20370401
17075321 0.5 0 0 0.0045 8.3705 20370401
17075331 0.5 0 0 0.0045 10.3455 20370401
17076768 0.5 0 0 0.0045 8.4855 20370401
17076769 0.5 0 0 0.0045 6.4855 20220401
17076778 0.5 0 0 0.0045 9.4855 20370401
17076779 0.5 0 0 0.0045 9.1355 20370401
17076780 0.5 0 0 0.0045 6.7355 20370401
17076782 0.5 0 0 0.0045 6.7455 20320401
17076790 0.5 0 0 0.0045 8.8355 20370401
17076793 0.5 0 0 0.0045 10.7355 20370401
17076795 0.5 0 0 0.0045 7.7455 20370401
17076799 0.5 0 0 0.0045 6.6855 20370401
17076644 0.5 0 0 0.0045 9.3355 20370401
17076645 0.5 0 0 0.0045 10.4355 20370401
17066190 0.5 0 0 0.0045 7.9455 20370401
17066193 0.5 0 0 0.0045 8.7855 20370401
17066198 0.5 0 0 0.0045 8.9855 20370401
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17066180 0.5 0 0 0.0045 8.4855 20370401
17066205 0.5 0 0 0.0045 9.8955 20370401
17066206 0.5 0 0 0.0045 7.9605 20370401
17066209 0.5 0 0 0.0045 8.9105 20370401
17066211 0.5 0 0 0.0045 9.4355 20370401
17066213 0.5 0 0 0.0045 10.0955 20370401
17066214 0.5 0 0 0.0045 9.0355 20370401
17066216 0.5 0 0 0.0045 9.2455 20370401
17066218 0.5 0 0 0.0045 8.0955 20370401
17066220 0.5 0 0 0.0045 7.4605 20370401
17066231 0.5 0 0 0.0045 9.0455 20370401
17066233 0.5 0 0 0.0045 9.5955 20370401
17066234 0.5 0 0 0.0045 6.9955 20370401
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17075272 0.5 0 0 0.0045 7.7955 20370401
17075355 0.5 0 0 0.0045 5.2955 20370401
17075363 0.5 0 0 0.0045 9.1355 20370401
17075367 0.5 0 0 0.0045 8.4855 20370401
17075368 0.5 0 0 0.0045 8.3355 20370401
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17075273 0.5 0 0 0.0045 9.8455 20370401
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17075393 0.5 0 0 0.0045 8.4855 20370401
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17064980 0.5 0 0 0.0045 10.7455 20320401
17064960 0.5 0 0 0.0045 9.1955 20370401
17064990 0.5 0 0 0.0045 9.7855 20370401
17064993 0.5 0 0 0.0045 6.7455 20370401
17064994 0.5 0 0 0.0045 8.1105 20370401
17064995 0.5 0 0 0.0045 9.1955 20370401
17064999 0.5 0 0 0.0045 7.2455 20370401
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17065003 0.5 0 0 0.0045 10.0455 20370401
17065006 0.5 0 0 0.0045 8.8855 20370401
17065011 0.5 0 0 0.0045 7.0855 20370401
17066251 0.5 0 0 0.0045 7.9355 20370401
17066255 0.5 0 0 0.0045 8.9455 20370401
17066257 0.5 0 0 0.0045 10.3955 20370401
17066258 0.5 0 0 0.0045 10.7855 20370401
17066262 0.5 0 0 0.0045 8.6855 20370401
17066263 0.5 0 0 0.0045 7.2955 20370401
17066267 0.5 0 0 0.0045 7.4855 20370401
17066270 0.5 0 0 0.0045 7.7955 20370401
17066274 0.5 0 0 0.0045 6.7355 20370401
17066278 0.5 0 0 0.0045 7.4855 20370401
17066286 0.5 0 0 0.0045 9.3855 20370401
17066295 0.5 0 0 0.0045 6.7955 20370401
17066186 0.5 0 0 0.0045 8.1205 20370401
17066187 0.5 0 0 0.0045 7.1455 20370401
17066305 0.5 0 0 0.0045 9.7455 20370401
17066309 0.5 0 0 0.0045 9.3455 20370401
17066310 0.5 0 0 0.0045 6.6955 20370401
17066311 0.5 0 0 0.0045 9.5955 20370401
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17060948 0.5 0 0 0.0045 7.7455 20370401
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17065020 0.5 0 0 0.0045 7.4855 20370401
17065021 0.5 0 0 0.0045 8.3955 20370401
17065024 0.5 0 0 0.0045 10.1855 20370401
17065029 0.5 0 0 0.0045 10.1355 20370401
17065033 0.5 0 0 0.0045 9.2455 20370401
17065038 0.5 0 0 0.0045 9.4855 20370401
17130472 0.5 0 0 0.0045 7.0855 20370401
17130475 0.5 0 0 0.0045 6.5355 20370401
17130478 0.5 0 0 0.0045 5.8455 20370401
17130480 0.5 0 0 0.0045 7.2355 20370401
17132360 0.5 0 0 0.0045 8.1955 20370401
17130483 0.5 0 0 0.0045 8.9955 20370401
17130485 0.5 0 0 0.0045 7.7455 20370401
17130488 0.5 0 0 0.0045 7.1855 20370401
17130490 0.5 0 0 0.0045 7.2355 20370401
17128384 0.5 0 0 0.0045 7.1955 20370401
17128332 0.5 0 0 0.0045 7.9455 20370401
17128400 0.5 0 0 0.0045 7.9855 20370401
17128403 0.5 0 0 0.0045 10.0355 20370401
17128404 0.5 0 0 0.0045 7.9955 20370401
17128405 0.5 0 0 0.0045 9.1855 20370401
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17128339 0.5 0 0 0.0045 6.4355 20370401
17128340 0.5 0 0 0.0045 7.7955 20370401
17128410 0.5 0 0 0.0045 8.4855 20220401
17128413 0.5 0 0 0.0045 10.0855 20370401
17128417 0.5 0 0 0.0045 7.8855 20370401
17128418 0.5 0 0 0.0045 8.3855 20370401
17128427 0.5 0 0 0.0045 8.8355 20370401
17128430 0.5 0 0 0.0045 7.6455 20370401
17128431 0.5 0 0 0.0045 7.9855 20370401
17128432 0.5 0 0 0.0045 6.7855 20370401
17128434 0.5 0 0 0.0045 8.3855 20370401
17128435 0.5 0 0 0.0045 6.4855 20370401
17128344 0.5 0 0 0.0045 7.6955 20370401
17128442 0.5 0 0 0.0045 8.6955 20370401
17128446 0.5 0 0 0.0045 7.7355 20370401
17128454 0.5 0 0 0.0045 9.1955 20370401
17128348 0.5 0 0 0.0045 10.6955 20370401
17128461 0.5 0 0 0.0045 9.5855 20370401
17128462 0.5 0 0 0.0045 7.8955 20370401
17128349 0.5 0 0 0.0045 11.5105 20370401
17128350 0.5 0 0 0.0045 9.2955 20370401
17128465 0.5 0 0 0.0045 6.4455 20370401
17128466 0.5 0 0 0.0045 9.2705 20370401
17113217 0.5 0 0 0.0045 7.6455 20370401
17113219 0.5 0 0 0.0045 8.4855 20370401
17113221 0.5 0 0 0.0045 10.5085 20370401
17113223 0.5 0 0 0.0045 9.3355 20370401
17113225 0.5 0 0 0.0045 8.0355 20370401
17113228 0.5 0 0 0.0045 9.4355 20370401
17113229 0.5 0 0 0.0045 9.3955 20370401
17113231 0.5 0 0 0.0045 7.5855 20370401
17113232 0.5 0 0 0.0045 9.8955 20370401
17065043 0.5 0 0 0.0045 9.9705 20370401
17065051 0.5 0 0 0.0045 9.5455 20370401
17065052 0.5 0 0 0.0045 11.5455 20370401
17065057 0.5 0 0 0.0045 7.7355 20370401
17065077 0.5 0 0 0.0045 8.3955 20370401
17065080 0.5 0 0 0.0045 9.9955 20370401
17064966 0.5 0 0 0.0045 11.1855 20370401
17065085 0.5 0 0 0.0045 9.9355 20370401
17060972 0.5 0 0 0.0045 9.0955 20370401
17060977 0.5 0 0 0.0045 7.4855 20370401
17060979 0.5 0 0 0.0045 10.7855 20370401
17060983 0.5 0 0 0.0045 9.3855 20370401
17060984 0.5 0 0 0.0045 8.5955 20370401
17060986 0.5 0 0 0.0045 6.4855 20370401
17060987 0.5 0 0 0.0045 8.7455 20370401
17060988 0.5 0 0 0.0045 7.2205 20370401
17060993 0.5 0 0 0.0045 8.9455 20370401
17060994 0.5 0 0 0.0045 7.5355 20370401
17060999 0.5 0 0 0.0045 7.4855 20370401
17061004 0.5 0 0 0.0045 8.5855 20370401
17060930 0.5 0 0 0.0045 8.0855 20370401
17061005 0.5 0 0 0.0045 7.4855 20370401
17061010 0.5 0 0 0.0045 8.1855 20370401
17060931 0.5 0 0 0.0045 8.1955 20370401
17061012 0.5 0 0 0.0045 7.0855 20370401
17061014 0.5 0 0 0.0045 8.3455 20370401
17061016 0.5 0 0 0.0045 9.9955 20370401
17061018 0.5 0 0 0.0045 9.1455 20370401
17061020 0.5 0 0 0.0045 7.1955 20370401
17061025 0.5 0 0 0.0045 9.0955 20370401
17061029 0.5 0 0 0.0045 7.2855 20370401
17060935 0.5 0 0 0.0045 9.2355 20370401
17060936 0.5 0 0 0.0045 7.7455 20370401
17061052 0.5 0 0 0.0045 9.2855 20370401
17061053 0.5 0 0 0.0045 9.1855 20370401
17061059 0.5 0 0 0.0045 8.2355 20370401
17060939 0.5 0 0 0.0045 6.9955 20370401
17061072 0.5 0 0 0.0045 9.8455 20370401
17059015 0.5 0 0 0.0045 9.5355 20370401
17059029 0.5 0 0 0.0045 8.0955 20370401
17059030 0.5 0 0 0.0045 9.2855 20370401
17059031 0.5 0 0 0.0045 7.8855 20370401
17059035 0.5 0 0 0.0045 7.1355 20370401
17059018 0.5 0 0 0.0045 8.8455 20370401
17059040 0.5 0 0 0.0045 7.7355 20370401
17059049 0.5 0 0 0.0045 9.4855 20370401
17059052 0.5 0 0 0.0045 8.7955 20370401
17059054 0.5 0 0 0.0045 11.4355 20370401
17059069 0.5 0 0 0.0045 9.1855 20370401
17059070 0.5 0 0 0.0045 8.9955 20370401
17059073 0.5 0 0 0.0045 6.9855 20370401
17059077 0.5 0 0 0.0045 9.0955 20370401
17059078 0.5 0 0 0.0045 10.7455 20370401
17059080 0.5 0 0 0.0045 7.8355 20370401
17059083 0.5 0 0 0.0045 9.2955 20370401
17059090 0.5 0 0 0.0045 8.2355 20370401
17059091 0.5 0 0 0.0045 8.4455 20370401
17059095 0.5 0 0 0.0045 7.2605 20370401
17059102 0.5 0 0 0.0045 10.8355 20370401
17059106 0.5 0 0 0.0045 8.5855 20370401
17059112 0.5 0 0 0.0045 7.2855 20370401
17059114 0.5 0 0 0.0045 8.5855 20370401
17059117 0.5 0 0 0.0045 8.9455 20370401
17059120 0.5 0 0 0.0045 8.5855 20370401
17059125 0.5 0 0 0.0045 10.2855 20370401
17059133 0.5 0 0 0.0045 7.8355 20370401
17059134 0.5 0 0 0.0045 8.7355 20370401
17057293 0.5 0 0 0.0045 8.0855 20370401
17057295 0.5 0 0 0.0045 10.7455 20370401
17057298 0.5 0 0 0.0045 9.8455 20370401
17057302 0.5 0 0 0.0045 9.1355 20370401
17057308 0.5 0 0 0.0045 8.6855 20370401
17057309 0.5 0 0 0.0045 7.5955 20370401
17057310 0.5 0 0 0.0045 9.4455 20370401
17057312 0.5 0 0 0.0045 5.7455 20370401
17057321 0.5 0 0 0.0045 6.6455 20370401
17057322 0.5 0 0 0.0045 7.7855 20370401
17057326 0.5 0 0 0.0045 9.4955 20370401
17057329 0.5 0 0 0.0045 7.3855 20370401
17059135 0.5 0 0 0.0045 6.2455 20370401
17061085 0.5 0 0 0.0045 8.0855 20370401
17061087 0.5 0 0 0.0045 11.9955 20220401
17060940 0.5 0 0 0.0045 8.0105 20370401
17061089 0.5 0 0 0.0045 8.3855 20370401
17059150 0.5 0 0 0.0045 5.8355 20370401
17059020 0.5 0 0 0.0045 8.5355 20370401
17059021 0.5 0 0 0.0045 8.9705 20370401
17059177 0.5 0 0 0.0045 9.3855 20370401
17059178 0.5 0 0 0.0045 7.8705 20370401
17059189 0.5 0 0 0.0045 9.8855 20370401
17059195 0.5 0 0 0.0045 9.7455 20370401
17059196 0.5 0 0 0.0045 9.9355 20370401
17059022 0.5 0 0 0.0045 7.5855 20370401
17059201 0.5 0 0 0.0045 9.4605 20370401
17059203 0.5 0 0 0.0045 7.9855 20370401
17057341 0.5 0 0 0.0045 9.1955 20370401
17057345 0.5 0 0 0.0045 9.3355 20370401
17057349 0.5 0 0 0.0045 7.3955 20370401
17057351 0.5 0 0 0.0045 9.4455 20370401
17057353 0.5 0 0 0.0045 6.1955 20370401
17057355 0.5 0 0 0.0045 9.7355 20370401
17057359 0.5 0 0 0.0045 8.4605 20370401
17057285 0.5 0 0 0.0045 5.6855 20370201
17057363 0.5 0 0 0.0045 6.9955 20370401
17113235 0.5 0 0 0.0045 8.0455 20370401
17113236 0.5 0 0 0.0045 7.2855 20370401
17113242 0.5 0 0 0.0045 5.8955 20370401
17113252 0.5 0 0 0.0045 6.9855 20370401
17113254 0.5 0 0 0.0045 8.2355 20370401
17113256 0.5 0 0 0.0045 8.2355 20370401
17113263 0.5 0 0 0.0045 8.3355 20370401
17113264 0.5 0 0 0.0045 9.1605 20370401
17128474 0.5 0 0 0.0045 7.8955 20370401
17128481 0.5 0 0 0.0045 8.2455 20370401
17128486 0.5 0 0 0.0045 6.7455 20370401
17128354 0.5 0 0 0.0045 8.2605 20370401
17128355 0.5 0 0 0.0045 7.3955 20370401
17128496 0.5 0 0 0.0045 7.9955 20370401
17128497 0.5 0 0 0.0045 10.0855 20370401
17128500 0.5 0 0 0.0045 7.3855 20370401
17128507 0.5 0 0 0.0045 9.3955 20370401
17128512 0.5 0 0 0.0045 8.8855 20370401
17128517 0.5 0 0 0.0045 8.7855 20370401
17128520 0.5 0 0 0.0045 7.4855 20370401
17128521 0.5 0 0 0.0045 7.2355 20370401
17057364 0.5 0 0 0.0045 8.5855 20370401
17057286 0.5 0 0 0.0045 5.7455 20370401
17057371 0.5 0 0 0.0045 11.7455 20370401
17057372 0.5 0 0 0.0045 9.9355 20370401
17057373 0.5 0 0 0.0045 9.1735 20370401
17057288 0.5 0 0 0.0045 7.3355 20370301
17057386 0.5 0 0 0.0045 9.1455 20370401
17057387 0.5 0 0 0.0045 8.1955 20370401
17057399 0.5 0 0 0.0045 8.3355 20370401
17057400 0.5 0 0 0.0045 6.2855 20370401
17057418 0.5 0 0 0.0045 6.0855 20370401
17057420 0.5 0 0 0.0045 6.8855 20370401
17057426 0.5 0 0 0.0045 7.9855 20370401
17057429 0.5 0 0 0.0045 7.2455 20370401
17057431 0.5 0 0 0.0045 5.5855 20370401
17057433 0.5 0 0 0.0045 7.2455 20370401
17057436 0.5 0 0 0.0045 11.4955 20370401
17057442 0.5 0 0 0.0045 7.9355 20370401
17055402 0.5 0 0 0.0045 7.4855 20370401
17042195 0.5 0 0 0.0045 6.6955 20370401
17128523 0.5 0 0 0.0045 9.0855 20370401
17128525 0.5 0 0 0.0045 8.1355 20370401
17128359 0.5 0 0 0.0045 10.0355 20370401
17128528 0.5 0 0 0.0045 9.7855 20370401
17113270 0.5 0 0 0.0045 7.4855 20370401
17113272 0.5 0 0 0.0045 9.4855 20370401
17113182 0.5 0 0 0.0045 7.1855 20370401
17113273 0.5 0 0 0.0045 7.0355 20370401
17113282 0.5 0 0 0.0045 8.1955 20370401
17113288 0.5 0 0 0.0045 9.8605 20370401
17113290 0.5 0 0 0.0045 8.1955 20370401
17113183 0.5 0 0 0.0045 10.5855 20370401
17113184 0.5 0 0 0.0045 8.2355 20370401
17113303 0.5 0 0 0.0045 8.5455 20370401
17113304 0.5 0 0 0.0045 7.0855 20370401
17113307 0.5 0 0 0.0045 10.3455 20370401
17113309 0.5 0 0 0.0045 8.2455 20370401
17113310 0.5 0 0 0.0045 6.9355 20370401
17113313 0.5 0 0 0.0045 8.4855 20370401
17113315 0.5 0 0 0.0045 6.4855 20370401
17113320 0.5 0 0 0.0045 9.5355 20370401
17113322 0.5 0 0 0.0045 6.9705 20370401
17113197 0.5 0 0 0.0045 8.6855 20370401
17113327 0.5 0 0 0.0045 8.4355 20370401
17042198 0.5 0 0 0.0045 8.4855 20370401
17055222 0.5 0 0 0.0045 7.2455 20370401
17055223 0.5 0 0 0.0045 6.4855 20370401
17055428 0.5 0 0 0.0045 8.2355 20370401
17055431 0.5 0 0 0.0045 6.9605 20370401
17057449 0.5 0 0 0.0045 5.9455 20370401
17057458 0.5 0 0 0.0045 7.4455 20370401
17057460 0.5 0 0 0.0045 5.9955 20370401
17057467 0.5 0 0 0.0045 10.2355 20370401
17057468 0.5 0 0 0.0045 9.5955 20370401
17057477 0.5 0 0 0.0045 10.0955 20370401
17057483 0.5 0 0 0.0045 8.9955 20370401
17057484 0.5 0 0 0.0045 7.4955 20370401
17057486 0.5 0 0 0.0045 9.3855 20370401
17057487 0.5 0 0 0.0045 9.6855 20370401
17057494 0.5 0 0 0.0045 9.2455 20370401
17057496 0.5 0 0 0.0045 8.8455 20370401
17057501 0.5 0 0 0.0045 7.9955 20370401
17057508 0.5 0 0 0.0045 6.4855 20370401
17057515 0.5 0 0 0.0045 9.0105 20370401
17113199 0.5 0 0 0.0045 10.9355 20370401
17113204 0.5 0 0 0.0045 10.6855 20370401
17113206 0.5 0 0 0.0045 8.4355 20370401
17113207 0.5 0 0 0.0045 8.4455 20370401
17113332 0.5 0 0 0.0045 10.7855 20370401
17113341 0.5 0 0 0.0045 7.2355 20370401
17113343 0.5 0 0 0.0045 8.2855 20370401
17113344 0.5 0 0 0.0045 9.0855 20370401
17113347 0.5 0 0 0.0045 8.9855 20370401
17113349 0.5 0 0 0.0045 8.8355 20370401
17113350 0.5 0 0 0.0045 8.0855 20370401
17077952 0.5 0 0 0.0045 6.7355 20370401
17088554 0.5 0 0 0.0045 9.2955 20370401
17088557 0.5 0 0 0.0045 8.4455 20170401
17088563 0.5 0 0 0.0045 7.4855 20370401
17088572 0.5 0 0 0.0045 8.4355 20370401
17088574 0.5 0 0 0.0045 6.6355 20370401
17088578 0.5 0 0 0.0045 8.5855 20370401
17088580 0.5 0 0 0.0045 8.7955 20370401
17088581 0.5 0 0 0.0045 8.1355 20370401
17088601 0.5 0 0 0.0045 7.4855 20370401
17088602 0.5 0 0 0.0045 9.1855 20370401
17088543 0.5 0 0 0.0045 11.0955 20370401
17042205 0.5 0 0 0.0045 9.5955 20370401
17042208 0.5 0 0 0.0045 9.5455 20370401
17042215 0.5 0 0 0.0045 8.7955 20370401
17042216 0.5 0 0 0.0045 9.0605 20370401
17055229 0.5 0 0 0.0045 6.1855 20370401
17055230 0.5 0 0 0.0045 8.4855 20370401
17055231 0.5 0 0 0.0045 8.0955 20370401
17055445 0.5 0 0 0.0045 8.5355 20370401
17055446 0.5 0 0 0.0045 8.8855 20370401
17055451 0.5 0 0 0.0045 7.6955 20370401
17055234 0.5 0 0 0.0045 6.2455 20370401
17175295 0.5 0 0 0.0045 7.5955 20370401
17175308 0.5 0 0 0.0045 8.2455 20370401
17172340 0.5 0 0 0.0045 9.7355 20370401
17172354 0.5 0 0 0.0045 9.6855 20370401
17175356 0.5 0 0 0.0045 8.3455 20370401
17175360 0.5 0 0 0.0045 7.9105 20370401
17175270 0.5 0 0 0.0045 8.8855 20370401
17172321 0.5 0 0 0.0045 9.4155 20370401
17172444 0.5 0 0 0.0045 8.4855 20370401
17172456 0.5 0 0 0.0045 10.7455 20370401
17172466 0.5 0 0 0.0045 8.8855 20370401
17170779 0.5 0 0 0.0045 7.5355 20370401
17170791 0.5 0 0 0.0045 6.6455 20370401
17170793 0.5 0 0 0.0045 8.4855 20370401
17172506 0.5 0 0 0.0045 6.4855 20370401
17170808 0.5 0 0 0.0045 8.8355 20370401
17170820 0.5 0 0 0.0045 8.6855 20370401
17088608 0.5 0 0 0.0045 10.3955 20370401
17088546 0.5 0 0 0.0045 9.0355 20370401
17088609 0.5 0 0 0.0045 8.4855 20370401
17088621 0.5 0 0 0.0045 8.9855 20370401
17088622 0.5 0 0 0.0045 8.4855 20370401
17088625 0.5 0 0 0.0045 8.1705 20370401
17088627 0.5 0 0 0.0045 8.2355 20370401
17088642 0.5 0 0 0.0045 8.3355 20370401
17088643 0.5 0 0 0.0045 6.4105 20370401
17088648 0.5 0 0 0.0045 6.1855 20370401
17130491 0.5 0 0 0.0045 7.3455 20370401
17113354 0.5 0 0 0.0045 8.2455 20370401
17113355 0.5 0 0 0.0045 6.3355 20370401
17113356 0.5 0 0 0.0045 7.8105 20370401
17076646 0.5 0 0 0.0045 9.8955 20370401
17077975 0.5 0 0 0.0045 10.0455 20370401
17077976 0.5 0 0 0.0045 6.0355 20370401
17077977 0.5 0 0 0.0045 5.7455 20370401
17077978 0.5 0 0 0.0045 8.4355 20370401
17077986 0.5 0 0 0.0045 6.7455 20370401
17077987 0.5 0 0 0.0045 9.2455 20370401
17077991 0.5 0 0 0.0045 9.1855 20370401
17077992 0.5 0 0 0.0045 8.4855 20370401
17077993 0.5 0 0 0.0045 8.0955 20370401
17077995 0.5 0 0 0.0045 10.7355 20370401
17077997 0.5 0 0 0.0045 7.2455 20370401
17078002 0.5 0 0 0.0045 7.6855 20370401
17078005 0.5 0 0 0.0045 7.4355 20370401
17078014 0.5 0 0 0.0045 6.7855 20370401
17078018 0.5 0 0 0.0045 8.0455 20370401
17078019 0.5 0 0 0.0045 6.3855 20370401
17078020 0.5 0 0 0.0045 9.5855 20370401
17078021 0.5 0 0 0.0045 8.3955 20370401
17078022 0.5 0 0 0.0045 10.6955 20370401
17077960 0.5 0 0 0.0045 9.6955 20370301
17077961 0.5 0 0 0.0045 7.1855 20370401
17077963 0.5 0 0 0.0045 7.4105 20370401
17077965 0.5 0 0 0.0045 9.3855 20370401
17078027 0.5 0 0 0.0045 6.0855 20370401
17078028 0.5 0 0 0.0045 6.6055 20370401
17078037 0.5 0 0 0.0045 9.8455 20370401
17078041 0.5 0 0 0.0045 7.9955 20370401
17078042 0.5 0 0 0.0045 7.7855 20370401
LOAN_SEQ STATED_ORIGINAL_TERM STATED_REM_TERM ORIGINAL_BALANCE FIRST_PAY_DATE PAYMENT
-------- -------------------- --------------- ---------------- -------------- -------
16847194 360 359 240000 20070501 2066.38
16832492 360 359 101500 20070501 685.54
17004970 360 357 276000 20070301 1655.47
17004979 180 177 69000 20070301 414.33
17033628 360 358 210398 20070401 1709.48
17046472 360 357 56700 20070301 539.92
17046526 360 357 191200 20070301 1532.25
17046587 360 357 356200 20070301 2448.54
17065732 360 357 324800 20070301 2343.76
17077059 360 355 78975 20070101 626.95
17079324 360 357 98700 20070301 838.94
17083490 360 356 140000 20070201 1151.75
17083902 360 358 115200 20070401 850.88
17131246 360 357 275000 20070301 2618.89
17131255 360 358 312800 20070401 2594.86
17060280 360 359 153700 20070501 1064.19
17060449 360 359 107200 20070501 787.92
17060459 360 359 522000 20070501 3894.13
17055192 360 359 335000 20070501 2859.74
17055198 360 359 157500 20070501 1306.56
17057004 360 359 139000 20070501 997.91
17057013 120 119 56000 20070501 692.08
17057125 360 359 114750 20070501 1053.96
17057016 360 359 197700 20070501 1516.65
17057170 360 359 117000 20070501 1095.44
17057173 360 359 172500 20070501 1560.14
17058797 360 359 264150 20070501 2367.06
17058847 360 359 650000 20070501 5982.13
17058876 360 359 315350 20070501 2414.3
17058909 360 359 216000 20070501 1554.93
17058760 360 359 258000 20070501 1571.81
17058943 360 359 158365 20070501 1299.97
17060347 360 359 267750 20070501 2205.46
17060357 360 359 500000 20070501 3694.03
17060379 360 359 441750 20070501 3267.11
17054936 360 359 130000 20070501 1100.24
17054922 360 359 192500 20070501 1439.43
17054919 360 359 269000 20070501 1973.83
17052841 360 359 79500 20070501 745.11
17052894 360 359 489250 20070501 3840.2
17052903 360 359 441000 20070501 3252.38
17052905 360 359 238000 20070501 2027.34
17052906 360 359 96475 20070501 889.81
17052720 360 359 350000 20070501 2816.18
17052966 360 359 549000 20070501 4139.93
17052973 360 359 232500 20070501 1757.7
17051541 360 359 427500 20070501 3304.22
17051501 360 359 169500 20070501 1339.51
17051543 360 359 190000 20070501 1454.21
17051548 360 359 114500 20070501 824.19
17051726 360 359 97200 20070501 842.25
17052761 360 359 450000 20070501 3531.87
17052832 360 359 182875 20070501 1534.95
17041648 360 359 123500 20070501 852.99
17042874 360 359 474000 20070501 3501.94
17047753 360 359 92000 20070501 727.41
17047717 360 359 161000 20070501 1160.54
17032796 360 359 351000 20070501 2976.19
17032839 360 359 283500 20070501 2516.06
17034285 360 359 105000 20070501 702.1
17034215 360 359 109600 20070501 872.03
17021692 180 179 81000 20070501 867.96
17021709 240 239 79900 20070501 624.27
17021714 360 359 55700 20070501 465.32
17027167 360 359 119000 20070501 957.51
17027185 360 359 148000 20070501 1180.21
17014475 360 359 68550 20070501 591.47
17014484 360 359 302000 20070501 2099.85
17016115 360 359 144000 20070501 1022.93
17016054 360 359 83000 20070501 566.21
17016062 360 359 85000 20070501 632.85
17020990 360 359 212500 20070501 1857
17012479 360 359 460750 20070501 3957.72
17012437 360 359 168750 20070501 1168.4
17013226 360 359 140000 20070501 1041.95
17014503 360 359 347400 20070501 2800.65
17010797 360 359 80500 20070501 700.51
17004432 360 359 106250 20070501 967.95
17046347 360 357 261000 20070301 1434.4
17046349 360 357 477100 20070301 3047.04
17046350 360 357 205000 20070301 1404.72
17046351 360 357 177000 20070301 1370.4
16983488 360 356 383000 20070201 2446.06
17040074 360 359 180000 20070501 1311
17035895 360 357 100000 20070301 766.75
17039664 360 359 288000 20070501 2516.78
17039665 360 359 144000 20070501 1397.53
17039675 360 359 261250 20070501 2247.15
17039677 360 359 135000 20070501 1148.97
17039693 360 359 115000 20070501 784.51
17039697 360 359 220000 20070501 1695.31
17039711 360 359 80750 20070501 772.06
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17057483 360 359 288000 20070501 2421.67
17057484 360 359 186400 20070501 1266.17
17057486 360 359 195500 20070501 1699.79
17057487 360 359 165000 20070501 1471.22
17057494 360 359 106200 20070501 881
17057496 360 359 325000 20070501 2697.28
17057501 360 359 178000 20070501 1304.91
17057508 360 359 140000 20070501 930.49
17057515 360 359 594000 20070501 5001.18
17113199 360 359 66000 20070501 650.58
17113204 360 359 127800 20070501 1191.74
17113206 360 359 117000 20070501 897.1
17113207 360 359 125000 20070501 1001.29
17113332 360 359 106400 20070501 1036.66
17113341 360 359 416500 20070501 2815.02
17113343 360 359 180000 20070501 1335.25
17113344 360 359 187000 20070501 1527.93
17113347 360 359 198000 20070501 1663.45
17113349 360 359 52000 20070501 431.19
17113350 360 359 272800 20070501 2018.58
17077952 360 359 260250 20070501 1662.84
17088554 360 359 81000 20070501 698.9
17088557 120 119 65000 20070501 821.64
17088563 360 359 792000 20070501 5500.93
17088572 360 359 105000 20070501 805.09
17088574 360 359 191000 20070501 1288.74
17088578 360 359 160200 20070501 1246.84
17088580 360 359 60000 20070501 495.79
17088581 360 359 74000 20070501 576.36
17088601 360 359 196000 20070501 1329.84
17088602 360 359 280000 20070501 2393.31
17088543 360 359 83250 20070501 830.78
17042205 360 359 93000 20070501 823.03
17042208 360 359 122400 20070501 1078.68
17042215 360 359 123200 20070501 1018.01
17042216 360 359 425000 20070501 3593.81
17055229 360 359 430000 20070501 2485.72
17055230 360 359 198050 20070501 1592.14
17055231 360 359 612000 20070501 4447.28
17055445 360 359 228000 20070501 1841.11
17055446 360 359 188000 20070501 1565.74
17055451 360 359 123200 20070501 856.26
17055234 360 359 247000 20070501 1602.04
17175295 360 359 132000 20070501 977.79
17175308 360 359 144000 20070501 1083.13
17172340 360 359 161500 20070501 1401.87
17172354 360 359 285000 20070501 2462.66
17175356 360 359 175500 20070501 1393.22
17175360 360 359 269450 20070501 1957.92
17175270 360 359 126900 20070501 1017.12
17172321 360 359 265000 20070501 2309.92
17172444 360 359 310250 20070501 2494.11
17172456 360 359 191250 20070501 1857.54
17172466 360 359 213750 20070501 1713.24
17170779 360 359 300000 20070501 2094.95
17170791 360 359 396000 20070501 2359.5
17170793 360 359 226800 20070501 1747.71
17172506 360 359 585000 20070501 3407.63
17170808 360 359 187500 20070501 1554.77
17170820 360 359 157500 20070501 1288.88
17088608 360 359 93000 20070501 878.65
17088546 360 359 180000 20070501 1463.72
17088609 360 359 872100 20070501 6720.34
17088621 360 359 121000 20070501 1016.56
17088622 360 359 90000 20070501 693.54
17088625 360 359 198000 20070501 1547.08
17088627 360 359 174400 20070501 1310.46
17088642 360 359 346500 20070501 2630.17
17088643 360 359 244500 20070501 1455.25
17088648 360 359 322000 20070501 1861.4
17130491 360 359 176000 20070501 1203.99
17113354 360 359 212500 20070501 1598.37
17113355 360 359 334000 20070501 1968.84
17113356 360 359 531000 20070501 3738.74
17076646 360 359 132750 20070501 1169.08
17077975 360 359 340000 20070501 3122.84
17077976 360 359 252000 20070501 1428.17
17077977 360 359 224500 20070501 1223.47
17077978 360 359 250750 20070501 2006.78
17077986 360 359 221000 20070501 1413.68
17077987 360 359 95200 20070501 817.92
17077991 360 359 77330 20070501 660.98
17077992 360 359 95000 20070501 763.71
17077993 360 359 265000 20070501 2056.44
17077995 360 359 63700 20070501 618.21
17077997 360 359 176000 20070501 1136.67
17078002 360 359 126500 20070501 945.03
17078005 360 359 166500 20070501 1101.68
17078014 360 359 159800 20070501 997.12
17078018 360 359 326000 20070501 2518.22
17078019 360 359 125000 20070501 741.61
17078020 360 359 300000 20070501 2652.69
17078021 360 359 333000 20070501 2543.03
17078022 360 359 280000 20070501 2708.91
17077960 360 358 126000 20070401 1124.41
17077961 360 359 287000 20070501 1879.9
17077963 360 359 216750 20070501 1457.88
17077965 360 359 181000 20070501 1573.72
17078027 360 359 249300 20070501 1422.28
17078028 360 359 202500 20070501 1274.62
17078037 360 359 718650 20070501 6198.36
17078041 360 359 212800 20070501 1636.25
17078042 360 359 220000 20070501 1658.98
LOAN_SEQ CURRENT_BALANCE LOAN_TO_VALUE MI MERS_ID1 MARGIN NEXT_RATE_ADJ_DATE1
-------- --------------- ------------- -- -------- ------ -------------------
16847194 239888.62 50 No MI 1.00E+17 0
16832492 101419.23 63.4375 No MI 1.00E+17 0
17004970 275290.45 80 No MI 1.00E+17 0
17004979 68898.78 100 No MI 1.00E+17 0
17033628 210398 94.99981689 No MI 1.00E+17 5.5 20090301
17046472 56638.79 70 No MI 1.00E+17 8.999 20100201
17046526 190881.37 84.97777557 No MI 1.00E+17 6.955 20090201
17046587 355374.06 94.98666382 No MI 1.00E+17 0
17065732 324118.15 80 No MI 1.00E+17 0
17077059 78749.14 58.5 No MI 1.00E+17 0
17079324 98557.01 70 No MI 1.00E+17 6.25 20100201
17083490 139706.3 70 No MI 1.00E+17 7.25 20100101
17083902 115178.16 90 No MI 1.00E+17 6.75 20100301
17131246 274703.12 41.66666794 No MI 1.00E+17 6.5 20090201
17131255 312692.85 85 No MI 1.00E+17 6.1 20090301
17060280 153583.63 74.97560883 No MI 1.00E+17 0
17060449 107173.65 80 No MI 1.00E+17 0
17060459 521662 90 No MI 1.00E+17 5.75 20090401
17055192 334841.2 100 No MI 1.00E+17 5.5 20090401
17055198 157473.13 75 No MI 1.00E+17 0
17057004 138963.51 69.5 No MI 1.00E+17 6.75 20090401
17057013 55701.09 74.66666412 No MI 1.00E+17 0
17057125 114704.88 85 No MI 1.00E+17 6 20100401
17057016 197579.61 84.12766266 No MI 1.00E+17 5.5 20090401
17057170 116986.81 90 No MI 1.00E+17 5.5 20090401
17057173 172477.98 75 No MI 1.00E+17 6.75 20090401
17058797 264039.22 90 No MI 1.00E+17 5.5 20090401
17058847 649922.04 89.04109955 No MI 1.00E+17 5.75 20090401
17058876 315281.12 85 No MI 1.00E+17 5.5 20090401
17058909 215849.07 100 No MI 1.00E+17 5.5 20090401
17058760 257750.44 68.80000305 No MI 1.00E+17 5.5 20090401
17058943 158282.46 95 No MI 1.00E+17 5.5 20090401
17060347 267703.27 85 No MI 1.00E+17 5.5 20090401
17060357 499878.89 52.63158035 No MI 1.00E+17 5.5 20090401
17060379 441750 95 No MI 1.00E+17 5.5 20090401
17054936 129937.05 77.38095093 No MI 1.00E+17 2.25 20100401
17054922 192375.99 70 No MI 1.00E+17 0
17054919 268819.5 68.9743576 No MI 1.00E+17 6.25 20090401
17052841 79470.39 75 No MI 1.00E+17 6.75 20090401
17052894 488967.06 95 No MI 1.00E+17 0
17052903 441000 90 No MI 1.00E+17 5.5 20090401
17052905 237886.58 79.33333588 No MI 1.00E+17 5.5 20090401
17052906 96463.51 85 No MI 1.00E+17 5.5 20090401
17052720 349808.82 59.8290596 No MI 1.00E+17 5.75 20090401
17052966 548874.63 90 No MI 1.00E+17 5.5 20090401
17052973 232447.3 75 No MI 1.00E+17 0
17051541 427500 95 No MI 1.00E+17 5.5 20090401
17051501 169403.49 73.69565582 No MI 1.00E+17 6.25 20090401
17051543 189883.71 21.83908081 No MI 1.00E+17 0
17051548 114470.15 77.89115906 No MI 1.00E+17 5.5 20090401
17051726 97155.6 90 No MI 1.00E+17 5.5 20090401
17052761 449908.75 60 No MI 1.00E+17 6 20090401
17052832 182844.96 95 No MI 1.00E+17 5.5 20100401
17041648 123406.02 71.80232239 No MI 1.00E+17 0
17042874 473885.18 75 No MI 1.00E+17 5.75 20090401
17047753 91957.92 80 No MI 1.00E+17 5.5 20090401
17047717 161000 87.02702332 No MI 1.00E+17 0
17032796 351000 90 No MI 1.00E+17 5.5 20090401
17032839 283500 90 No MI 1.00E+17 0
17034285 104914.78 45.65217209 No MI 1.00E+17 0
17034215 109538.55 80 No MI 1.00E+17 0
17021692 80803.66 75.70093536 No MI 1.00E+17 0
17021709 79748.47 43.18918991 No MI 1.00E+17 0
17021714 55672.16 67.10843658 No MI 1.00E+17 0
17027167 118934.99 85 No MI 1.00E+17 0
17027185 147917.46 51.03448105 No MI 1.00E+17 0
17014475 68518.36 76.59217834 No MI 1.00E+17 0
17014484 301913.48 69.42528534 No MI 1.00E+17 6 20100401
17016115 143961.07 80 No MI 1.00E+17 5.5 20090401
17016054 82935.25 79.80769348 No MI 1.00E+17 0
17016062 84979.86 70.83333588 No MI 1.00E+17 6 20100401
17020990 212404.98 85 No MI 1.00E+17 0
17012479 460679.86 95 No MI 1.00E+17 5.5 20090401
17012437 168622.22 74.33921051 No MI 1.00E+17 0
17013226 139908.88 81.15942383 No MI 1.00E+17 0
17014503 347335.13 90 No MI 1.00E+17 5.5 20090401
17010797 80463.62 68.22033691 No MI 1.00E+17 0
17004432 106207.31 85 No MI 1.00E+17 0
17046347 260800 90 No MI 1.00E+17 0
17046349 475824.03 76.33599854 No MI 1.00E+17 0
17046350 204521.64 79.96879578 No MI 1.00E+17 0
17046351 176651.37 89.84771729 No MI 1.00E+17 6.575 20100201
16983488 381630.51 66.2629776 No MI 1.00E+17 0
17040074 180000 90 No MI 1.00E+17 5.99 20090401
17035895 99934.26 78.125 No MI 1.00E+17 5.25 20090201
17039664 287871.22 90 No MI 1.00E+17 5.25 20090401
17039665 143951.27 75 No MI 1.00E+17 5.25 20090401
17039675 261210.41 95 No MI 1.00E+17 5.99 20090401
17039677 134935.53 71.80850983 No MI 1.00E+17 5.99 20090401
17039693 114910.28 48.93616867 No MI 1.00E+17 5.5 20090401
17039697 219952.86 50 No MI 1.00E+17 5.99 20100401
17039711 80721.51 95 No MI 1.00E+17 0
17039749 148524.94 80 No MI 1.00E+17 5.25 20090401
17035901 174827.74 41.17647171 No MI 1.00E+17 5.25 20090201
17040092 319520.26 80 No MI 1.00E+17 0
17039784 106228.87 85 No MI 1.00E+17 5.25 20090401
17039845 344250 85 No MI 1.00E+17 5.99 20090401
17039857 203478.32 86.59574127 No MI 1.00E+17 5.25 20090401
17035868 462864.02 83.16876221 No MI 1.00E+17 5.25 20090301
17039898 170911.34 90 No MI 1.00E+17 5.25 20090401
17039907 235389.89 56.74698639 No MI 1.00E+17 0
17035880 259896.5 80 No MI 1.00E+17 5.99 20090201
17040025 110461.78 85 No MI 1.00E+17 5.5 20090401
17040031 187929.22 63.72881317 No MI 1.00E+17 5.99 20090401
17035891 95162.89 70 No MI 1.00E+17 0
17040055 432000 80 No MI 1.00E+17 5.25 20090401
17040057 107970.77 100 No MI 1.00E+17 0
17038293 99397.35 85 No MI 1.00E+17 5.99 20090401
17038299 125942.32 90 No MI 1.00E+17 5.25 20090401
17038301 187353.72 78.125 No MI 1.00E+17 0
17038303 259961.79 80 No MI 1.00E+17 5.25 20090401
17038323 179103.93 80 No MI 1.00E+17 5.25 20090401
17038327 108947.5 100 No MI 1.00E+17 5.15 20090401
17038337 237945.89 80 No MI 1.00E+17 5.25 20090401
17038340 303868.36 73.25301361 No MI 1.00E+17 0
17038341 295844.6 80 No MI 1.00E+17 5.25 20090401
17038345 117745.61 95 No MI 1.00E+17 5.15 20090401
17038348 178372.73 85 No MI 1.00E+17 5.25 20090401
17038902 467377.26 85 No MI 1.00E+17 5.99 20090401
17038355 123141.91 80 No MI 1.00E+17 5.99 20090401
17035712 129510.81 90 No MI 1.00E+17 5.25 20090401
17038384 880000 80 No MI 1.00E+17 5.25 20090401
17038386 512910 90 No MI 1.00E+17 5.25 20090401
17038387 218792.19 57.63158035 No MI 1.00E+17 0
17038394 204824.61 70 No MI 1.00E+17 0
17035721 294813.69 85 No MI 1.00E+17 5.25 20090301
17035722 299646.18 90 No MI 1.00E+17 5.25 20090301
17038425 344608.17 90 No MI 1.00E+17 5.99 20090401
17038458 241905.88 79.34426117 No MI 1.00E+17 5.99 20090401
17038473 134888.6 90 No MI 1.00E+17 5.25 20090401
17038475 84957.21 50 No MI 1.00E+17 5.25 20090401
17038508 74943.77 51.72413635 No MI 1.00E+17 5.25 20090401
17038512 215854.77 90 No MI 1.00E+17 5.25 20090401
17038514 162864.14 90 No MI 1.00E+17 5.25 20090401
17038520 115542.53 85 No MI 1.00E+17 5.25 20090401
17038526 399413.49 85 No MI 1.00E+17 0
17035727 49979.02 66.66666412 No MI 1.00E+17 5.25 20090401
17038538 374925.64 79.44915009 No MI 1.00E+17 5.99 20090401
17038553 84142.47 85 No MI 1.00E+17 5.25 20090401
17038561 108776.68 80 No MI 1.00E+17 5.25 20090401
17038570 562252.48 75 No MI 1.00E+17 5.25 20090401
17038576 172872.63 84.39024353 No MI 1.00E+17 5.25 20090401
17038583 143952.33 60 No MI 1.00E+17 5.99 20090401
17038586 140454.57 95 No MI 1.00E+17 5.25 20090401
17038590 169902.18 85 No MI 1.00E+17 5.99 20090401
17035733 603250 88.97492981 No MI 1.00E+17 5.25 20090301
17038625 407906.14 85 No MI 1.00E+17 5.25 20090401
17046034 233909.31 90 No MI 1.00E+17 5.25 20090301
17035754 106984.38 85 No MI 1.00E+17 0
17039006 186264.68 90 No MI 1.00E+17 5.99 20090401
17039102 119943.59 75 No MI 1.00E+17 0
17039108 229407.8 90 No MI 1.00E+17 5.25 20090401
17039114 216613.19 83.36538696 No MI 1.00E+17 0
17039122 211914.34 80 No MI 1.00E+17 0
17039219 649741.69 89.16323853 No MI 1.00E+17 5.99 20090401
17035808 229673.63 52.27272797 No MI 1.00E+17 5.99 20090301
17035809 261967.7 80 No MI 1.00E+17 0
17035811 65541.58 100 No MI 1.00E+17 0
17039233 526766.37 85 No MI 1.00E+17 5.99 20090401
17046083 487009.12 80 No MI 1.00E+17 5.25 20090201
17039245 157426.52 89.48863983 No MI 1.00E+17 5.99 20090401
17038720 103905.8 65 No MI 1.00E+17 5.25 20090401
17038725 86638.68 85 No MI 1.00E+17 5.99 20090401
17038741 168880.48 83.66336823 No MI 1.00E+17 5.25 20090401
17038751 249550.51 80 No MI 1.00E+17 5.25 20090401
17038780 519803.16 80 No MI 1.00E+17 5.25 20090401
17038782 239906.66 100 No MI 1.00E+17 5.25 20090401
17035815 257542.07 80 No MI 1.00E+17 5.25 20090201
17039277 171964.76 75.93818665 No MI 1.00E+17 5.25 20090401
17039306 160155.93 90 No MI 1.00E+17 5.25 20090401
17039317 199909.61 80 No MI 1.00E+17 5.99 20090401
17039343 161424.49 85 No MI 1.00E+17 0
17039410 274952.83 84.98609924 No MI 1.00E+17 5.25 20090401
17039429 224910 89.96399689 No MI 1.00E+17 5.99 20090401
17038818 73955.99 54.01459885 No MI 1.00E+17 0
17038826 160873.15 70 No MI 1.00E+17 0
17038827 159956.62 67.22689056 No MI 1.00E+17 5.99 20090401
17039446 242947.93 90 No MI 1.00E+17 0
17039474 135927.62 85 No MI 1.00E+17 5.25 20090401
17039505 66289.95 85 No MI 1.00E+17 5.25 20090401
17039555 156000 80 No MI 1.00E+17 5.25 20090401
17039571 361030.69 85 No MI 1.00E+17 5.25 20090401
17037573 110952.95 100 No MI 1.00E+17 0
17037578 59975.63 80 No MI 1.00E+17 5.99 20090401
17035657 186857.69 85 No MI 1.00E+17 5.25 20090301
17037658 113518.85 80 No MI 1.00E+17 0
17037085 213864.93 94.06593323 No MI 1.00E+17 5.25 20090401
17035604 100333.71 75 No MI 1.00E+17 5.99 20090201
17037666 80049.6 90 No MI 1.00E+17 5.25 20090401
17035665 170577.44 69.95901489 No MI 1.00E+17 0
17037684 494877.07 90 No MI 1.00E+17 5.5 20090401
17037688 499858.42 84.03361511 No MI 1.00E+17 5.25 20090401
17037750 107962.23 80 No MI 1.00E+17 5.25 20090401
17037762 269301.58 70 No MI 1.00E+17 0
17037768 274958.73 80.88235474 No MI 1.00E+17 5.25 20090401
17037801 277938.69 64.65116119 No MI 1.00E+17 0
17037803 199951.05 80 No MI 1.00E+17 0
17037807 108863.99 90 No MI 1.00E+17 5.25 20090401
17037815 194973.12 31.86274529 No MI 1.00E+17 5.25 20090401
17037817 215937.94 90 No MI 1.00E+17 5.25 20090401
17037827 177511.54 95 No MI 1.00E+17 5.25 20090401
17037859 459000 90 No MI 1.00E+17 0
17037862 140174.18 85 No MI 1.00E+17 0
17037869 60390.15 80 No MI 1.00E+17 5.25 20090401
17037881 224942.45 87.890625 No MI 1.00E+17 5.25 20090401
17037885 214402.91 55 No MI 1.00E+17 5.25 20090401
17037887 155955.82 80 No MI 1.00E+17 5.99 20090401
17037895 420710.09 85 No MI 1.00E+17 5.25 20090401
17037906 137624.62 85 No MI 1.00E+17 5.25 20090401
17037924 199915.04 60.60606003 No MI 1.00E+17 0
17037932 265434.25 90 No MI 1.00E+17 5.99 20090401
17037936 181575.73 80 No MI 1.00E+17 5.25 20090401
17037942 169931.71 66.92913055 No MI 1.00E+17 5.99 20090401
17035683 244921.94 77.77777863 No MI 1.00E+17 5.99 20090301
17037952 125025.75 90 No MI 1.00E+17 5.25 20090401
17037973 209885.05 71.18643951 No MI 1.00E+17 0
17037974 531847.16 80 No MI 1.00E+17 5.25 20090401
17037208 213717.61 95 No MI 1.00E+17 5.25 20090401
17035622 289954.25 80 No MI 1.00E+17 5.25 20090201
17037279 251382.87 67.19999695 No MI 1.00E+17 5.25 20090401
17037289 163899.61 84.53607941 No MI 1.00E+17 5.25 20090401
17037290 169873.83 72.34042358 No MI 1.00E+17 0
17037294 449619.33 90 No MI 1.00E+17 5.25 20090401
17035628 159947.6 82.90155792 No MI 1.00E+17 5.25 20090301
17037309 151968.48 80 No MI 1.00E+17 0
17037324 58629.93 85 No MI 1.00E+17 5.99 20090401
17037340 279943.65 80 No MI 1.00E+17 5.99 20090401
17037363 150000 63.55932236 No MI 1.00E+17 5.25 20090401
17037371 527000 82.34375 No MI 1.00E+17 5.99 20090401
17037386 111664.54 75 No MI 1.00E+17 0
17035640 233978.23 90 No MI 1.00E+17 0
17037405 181467.63 80 No MI 1.00E+17 0
17037979 146681.43 90 No MI 1.00E+17 5.25 20090401
17038021 144913.77 64.44444275 No MI 1.00E+17 5.25 20090401
17038022 94475.48 90 No MI 1.00E+17 5.99 20090401
17038030 203275.25 90 No MI 1.00E+17 0
17038048 377956.68 84.94381714 No MI 1.00E+17 5.25 20100401
17035690 113889.74 95 No MI 1.00E+17 5.25 20090301
17038058 116921.33 72.22222137 No MI 1.00E+17 5.25 20090401
17038069 607500 90 No MI 1.00E+17 5.25 20090401
17038084 356797.83 80 No MI 1.00E+17 0
17035692 259623.34 70 No MI 1.00E+17 5.99 20090301
17038091 89168.19 100 No MI 1.00E+17 0
17038102 279438.14 65 No MI 1.00E+17 5.25 20090401
17038134 237901.12 85 No MI 1.00E+17 5.25 20090401
17037450 224926.43 90 No MI 1.00E+17 5.25 20090401
17037483 71291.35 66.82243347 No MI 1.00E+17 0
17037501 69579.41 80 No MI 1.00E+17 5.25 20090401
17038177 69311.92 95 No MI 1.00E+17 5.25 20090401
17038187 84969.87 49.33255768 No MI 1.00E+17 5.99 20090401
17038199 49980.55 67.56756592 No MI 1.00E+17 0
17038202 289963.56 64.44444275 No MI 1.00E+17 5.25 20090401
17035703 199345.48 70 No MI 1.00E+17 0
17037507 115101.58 80 No MI 1.00E+17 0
17037510 239913.48 60 No MI 1.00E+17 5.25 20090401
17035653 131917.36 80 No MI 1.00E+17 5.25 20090401
17037555 157222.76 85 No MI 1.00E+17 5.25 20090401
17037563 444000 80 No MI 1.00E+17 5.25 20090401
17037570 788866.01 71.72727203 No MI 1.00E+17 5.99 20090401
17038232 166485.67 90 No MI 1.00E+17 5.25 20090401
17035553 84462.63 47.48603439 No MI 1.00E+17 0
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17036824 196975.05 79.75708771 No MI 1.00E+17 5.99 20090401
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17037008 391824.35 70 No MI 1.00E+17 5.99 20100401
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17046333 96156 90 No MI 1.00E+17 7.475 20100201
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17046335 156723.01 88.08988953 No MI 1.00E+17 0
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17046342 222912.68 67.60606384 No MI 1.00E+17 3.85 20100201
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17046306 188000 80 No MI 1.00E+17 5.53 20100201
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17046313 143879.08 80 No MI 1.00E+17 3.85 20120201
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17046315 58329.4 74.39490509 No MI 1.00E+17 7.6 20100201
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17046317 157651.61 64.4897995 No MI 1.00E+17 0
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17046264 105930.8 84.95999908 No MI 1.00E+17 0
17046265 268602.57 94.98233032 No MI 1.00E+17 4.225 20100201
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17046283 412841.24 94.94252777 No MI 1.00E+17 5.975 20100201
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17046285 315158.98 79 No MI 1.00E+17 0
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17046290 412813.61 56.57534409 No MI 1.00E+17 5.55 20100201
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17046298 198972.31 72.40000153 No MI 1.00E+17 0
17046299 203500 85 No MI 1.00E+17 4.825 20100201
17046300 202718.96 80 No MI 1.00E+17 0
17046301 395315.03 88 No MI 1.00E+17 6.775 20100201
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17046236 110887.6 87.40157318 No MI 1.00E+17 0
17046237 374192.64 80 No MI 1.00E+17 5 20100201
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17046239 319268.65 75.82938385 No MI 1.00E+17 0
17046241 107835.98 90 No MI 1.00E+17 7.4 20100201
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17046244 123936.01 85 No MI 1.00E+17 6.325 20081201
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17046255 199283.49 99.75 No MI 1.00E+17 5.205 20100201
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17046229 151850.95 95 No MI 1.00E+17 3.895 20100201
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17046231 249782.17 60.24096298 No MI 1.00E+17 5.975 20090201
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17051466 675000 90 No MI 1.00E+17 5.25 20090401
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17051476 164986.12 29.4642849 No MI 1.00E+17 5.25 20090401
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17048464 376163.27 90 No MI 1.00E+17 5.25 20090401
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17048472 342336.82 80 No MI 1.00E+17 5.99 20090401
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17048518 206891.55 90 No MI 1.00E+17 5.99 20090401
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17043594 114672.05 85 No MI 1.00E+17 5.25 20090401
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17043603 344879.37 61.6071434 No MI 1.00E+17 5.99 20090401
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17048537 382383.58 90 No MI 5.25 20090401
17048542 299978.02 75 No MI 1.00E+17 5.99 20090401
17048548 303899.46 80 No MI 1.00E+17 5.25 20090401
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17048564 327936.69 68.76309967 No MI 1.00E+17 5.25 20090401
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17048570 469800.78 100 No MI 1.00E+17 5.25 20100401
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17043707 158617.68 95 No MI 1.00E+17 0
17043718 191158.11 73.53845978 No MI 1.00E+17 5.99 20090401
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17042046 280000 67.79660797 No MI 1.00E+17 5.25 20090401
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17042051 244000 80 No MI 1.00E+17 5.25 20090401
17042055 60979.41 100 No MI 1.00E+17 0
17042061 442712.2 90 No MI 1.00E+17 5.25 20090401
17042062 377886.6 90 No MI 1.00E+17 5.25 20090401
17042021 263933.14 80 No MI 1.00E+17 0
17042066 226275.04 80 No MI 1.00E+17 5.25 20090401
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17147949 298262.39 84.98575592 No MI 1.00E+17 5.5 20090401
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17141928 485846.38 80.46357727 No MI 1.00E+17 5.5 20090401
17141851 212000 80 No MI 1.00E+17 5.5 20090401
17141930 531885.43 80 No MI 1.00E+17 0
17141932 459780.79 80 No MI 1.00E+17 5.5 20090401
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17141942 556207.84 70 No MI 1.00E+17 0
17141943 193668.37 85 No MI 1.00E+17 5.5 20090401
17141857 132575.23 85 No MI 1.00E+17 6.25 20090401
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17141861 258939.35 55.69892502 No MI 1.00E+17 5.5 20090401
17141864 287914.83 90 No MI 1.00E+17 5.5 20090401
17141866 216759.98 90 No MI 1.00E+17 0
17141960 228579.4 85 No MI 1.00E+17 5.5 20090401
17141872 413638.94 75 No MI 1.00E+17 0
17147848 181785.43 56.875 No MI 1.00E+17 0
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17147959 459884.42 74.7967453 No MI 1.00E+17 0
17147963 157500 90 No MI 1.00E+17 6 20090401
17147964 126972.78 45.3571434 No MI 1.00E+17 5.5 20090401
17147965 294128.56 90 No MI 1.00E+17 0
17132167 134441.46 64.97584534 No MI 1.00E+17 0
17132215 427314.86 75 No MI 1.00E+17 5.5 20090401
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17132169 140204.58 85 No MI 1.00E+17 6 20090401
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17132173 163550 66.75510406 No MI 1.00E+17 5.5 20090401
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17132222 199923.58 46.83840561 No MI 1.00E+17 0
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17132226 422051.67 90 No MI 1.00E+17 5.5 20090401
17141873 250967 78.4375 No MI 1.00E+17 5.5 20090401
17141874 160183.65 90 No MI 1.00E+17 0
17141875 195965.01 69.01408386 No MI 1.00E+17 6.75 20090401
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17141883 250167.23 69.5138855 No MI 1.00E+17 0
17141884 206978.87 90 No MI 1.00E+17 0
17141885 379909.97 52.48618698 No MI 1.00E+17 6.25 20090401
17141886 279906.06 59.57446671 No MI 1.00E+17 0
17141888 259803.14 65 No MI 1.00E+17 0
17141890 329863.28 75 No MI 1.00E+17 5.9 20090401
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17141892 458882.96 85 No MI 1.00E+17 6.3 20090401
17141893 244921.26 70 No MI 1.00E+17 6.05 20090401
17141992 100753.36 90 No MI 1.00E+17 0
17142000 427679.17 67.40157318 No MI 1.00E+17 5.5 20090401
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17142009 251846.39 90 No MI 1.00E+17 5.5 20090401
17142013 73558.52 80 No MI 1.00E+17 0
17142017 192284.4 65 No MI 1.00E+17 0
17142031 253559.28 80 No MI 1.00E+17 5.5 20090401
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17142036 367826.48 85.58139801 No MI 1.00E+17 0
17142038 247500 66 No MI 1.00E+17 0
17141897 268149.01 90 No MI 1.00E+17 6 20090401
17142041 296814.44 48.29268265 No MI 1.00E+17 0
17142043 104753.03 80 No MI 1.00E+17 6 20090401
17132234 558855.37 83.80809784 No MI 1.00E+17 6 20090401
17132244 263500 85 No MI 1.00E+17 5.5 20090401
17132248 742500 90 No MI 1.00E+17 5.5 20090401
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17132188 119894.76 80 No MI 1.00E+17 6.05 20100401
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17132295 210000 71.18643951 No MI 1.00E+17 0
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17132305 68971.37 57.5 No MI 1.00E+17 0
17132306 189000 90 No MI 1.00E+17 5.5 20090401
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17132196 297000 90 No MI 1.00E+17 6.05 20090401
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17132206 384000 84.39560699 No MI 1.00E+17 6.05 20090401
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17130338 437332.15 80 No MI 1.00E+17 6 20090401
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17130341 197984.55 84.25531769 No MI 1.00E+17 0
17130342 100262.16 85 No MI 1.00E+17 5.5 20090401
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17132326 311887.53 80 No MI 1.00E+17 5.5 20090401
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17130302 159951.07 80 No MI 1.00E+17 0
17130369 279878.59 84.09909821 No MI 1.00E+17 5.5 20090401
17130370 278898.87 90 No MI 1.00E+17 5.5 20090401
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17130380 184898.65 61.66666794 No MI 1.00E+17 5.5 20090401
17130303 164926.85 55.55555725 No MI 1.00E+17 0
17130383 161924.75 90 No MI 1.00E+17 6 20090401
17130388 238968.55 60.50632858 No MI 1.00E+17 7 20090401
17130307 131184.75 75 No MI 1.00E+17 6 20090401
17132207 176000 80 No MI 1.00E+17 5.5 20090401
17132211 200925.75 68.1355896 No MI 1.00E+17 6.3 20090301
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17132354 69869.94 70 No MI 1.00E+17 0
17132358 313518.62 80 No MI 1.00E+17 5.5 20090401
17128363 199948.85 74.6268692 No MI 1.00E+17 5.5 20090401
17128365 111957.74 70 No MI 1.00E+17 6 20090401
17128369 103977.71 54.73684311 No MI 1.00E+17 0
17130395 229306.65 84.9994812 No MI 1.00E+17 5.5 20090401
17130397 219969.38 84.61538696 No MI 1.00E+17 5.5 20090401
17130399 209956.97 75 No MI 1.00E+17 5.5 20090401
17130402 241947.4 64.53333282 No MI 1.00E+17 0
17053104 251934.61 90 No MI 1.00E+17 5.25 20090401
17053109 199834.11 56.65722275 No MI 1.00E+17 0
17053114 351835.43 80 No MI 1.00E+17 5.4 20090401
17053116 151140.43 90 No MI 1.00E+17 5.25 20090401
17053127 237929.32 85 No MI 1.00E+17 0
17053128 203950.22 84.4720459 No MI 1.00E+17 5.25 20090401
17053137 566682.13 90 No MI 1.00E+17 5.25 20090401
17053141 249930.43 55.55555725 No MI 1.00E+17 5.25 20090401
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17053157 49954.17 29.85074615 No MI 1.00E+17 5.25 20090401
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17036616 116941.1 90 No MI 1.00E+17 5.99 20090401
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17051224 163118.89 85 No MI 1.00E+17 5.99 20090301
17051282 308889.97 75 No MI 1.00E+17 0
17051225 162809.39 73.09416962 No MI 1.00E+17 5.99 20090301
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17051415 445377.45 90 No MI 1.00E+17 5.25 20100401
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17036251 86355.2 90 No MI 1.00E+17 5.25 20090401
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17044127 122580.9 80 No MI 1.00E+17 6 20090301
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17154817 93657.39 75 No MI 1.00E+17 0
17154818 346359.78 95 No MI 1.00E+17 5.5 20090301
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17154828 99821.61 33.33333206 No MI 1.00E+17 6 20090201
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16812384 134941.54 90 No MI 1.00E+17 0
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17046219 479644.74 80 No MI 1.00E+17 0
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17065673 215836.57 79.99259186 No MI 1.00E+17 6.125 20090101
17065674 53857.22 99.98147583 No MI 1.00E+17 0
17065680 59388.85 85 No MI 1.00E+17 7.25 20090201
17065685 88848.93 94.6808548 No MI 1.00E+17 0
17065696 184430.71 100 No MI 1.00E+17 7.25 20090101
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17065716 94385.12 90 No MI 1.00E+17 7.375 20090201
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17065763 71814.86 60 No MI 1.00E+17 7.25 20090101
17079286 193140.34 90 No MI 1.00E+17 5.05 20100201
17079302 269757.54 89.40397644 No MI 1.00E+17 6.15 20100301
17079326 171000 95 No MI 1.00E+17 5.875 20100301
17079329 157917.86 85.40540314 No MI 1.00E+17 5.85 20100201
17079373 67581.28 100 No MI 1.00E+17 0
17083445 88330.68 65.0735321 No MI 1.00E+17 7.775 20091201
17083472 318000 78.71286774 No MI 1.00E+17 0
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17083497 102218.95 84.97925568 No MI 1.00E+17 6.8 20100101
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17083519 149933.78 75 No MI 1.00E+17 6.375 20090101
17083521 51450.14 100 No MI 1.00E+17 0
17083533 184759.79 80 No MI 1.00E+17 6.445 20100201
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17083553 147970 70.81340027 No MI 1.00E+17 7.525 20090201
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17083603 215000 84.98023987 No MI 1.00E+17 5.099 20100201
17083613 222233.67 80 No MI 1.00E+17 4.175 20100201
17083647 289941.72 69.04762268 No MI 1.00E+17 6.6 20100301
17083659 360889.8 84.98823547 No MI 1.00E+17 6.025 20090201
17083684 230360.65 79.48275757 No MI 1.00E+17 5.825 20100301
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17083753 224392.88 89.12698364 No MI 1.00E+17 5.825 20090201
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17083885 235611.99 60.5128212 No MI 1.00E+17 5 20100301
17083931 214946.62 78.75457764 No MI 1.00E+17 6.05 20100301
17083932 197023.87 80 No MI 1.00E+17 7.975 20100301
17083959 135964.92 85 No MI 1.00E+17 5.95 20100301
17083983 106809.76 60.79545593 No MI 1.00E+17 0
17130756 59954.62 33.33333206 No MI 1.00E+17 0
17131241 455828 80 No MI 1.00E+17 6.1 20090201
17131242 113856.88 100 No MI 1.00E+17 0
17131244 253633.68 90 No MI 1.00E+17 6.3 20090201
17131257 437018.87 90 No MI 1.00E+17 6.1 20100201
17133372 247531.53 80 No MI 1.00E+17 6 20090101
17149011 188898.97 77.14286041 No MI 1.00E+17 0
17149029 232356.38 75 No MI 1.00E+17 5.5
