BEAR STEARNS ASSET BACKED SECURITIES I LLC Depositor EMC MORTGAGE CORPORATION Seller and Master Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee POOLING AND SERVICING AGREEMENT Dated as of July 1, 2006 BEAR STEARNS MORTGAGE FUNDING TRUST...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
Depositor
EMC
MORTGAGE CORPORATION
Seller
and Master Servicer
and
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
Trustee
____________________
Dated
as
of July 1, 2006
________________________________________
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATES, SERIES 2006-AC1
TABLE
OF CONTENTS
|
ARTICLE
I
|
DEFINITIONS
|
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
|
CONVEYANCE
OF TRUST FUND REPRESENTATIONS AND WARRANTIES
|
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of 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
|
Books
and Records.
|
|
Section
3.14
|
Annual
Statement as to Compliance.
|
|
Section
3.15
|
Assessments
of Compliance and Attestation Reports.
|
|
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
|
REMIC-Related
Covenants.
|
|
Section
3.21
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
|
ARTICLE
IV
|
[Reserved]
|
|
ARTICLE
V
|
ACCOUNTS
|
|
Section
5.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
|
Section
5.02
|
Permitted
Withdrawals From the Protected Account.
|
|
Section
5.03
|
Statements
to the Trustee
|
|
Section
5.04
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
|
Section
5.05
|
[Reserved].
|
|
Section
5.06
|
[Reserved].
|
|
Section
5.07
|
[Reserved].
|
|
Section
5.08
|
Distribution
Account.
|
|
Section
5.09
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
|
ARTICLE
VI
|
DISTRIBUTIONS
AND ADVANCES
|
|
Section
6.01
|
Advances.
|
|
Section
6.02
|
Compensating
Interest Payments.
|
|
Section
6.03
|
REMIC
Distributions.
|
|
Section
6.04
|
Distributions.
|
|
Section
6.05
|
Allocation
of Realized Losses.
|
|
Section
6.06
|
Monthly
Statements to Certificateholders.
|
|
Section
6.07
|
REMIC
Designations and REMIC Distributions.
|
|
Section
6.08
|
Reserve
Fund.
|
|
Section
6.09
|
Class
P Certificate Account.
|
|
Section
6.10
|
Class
A-3/A-4 Net WAC Pass-Through Amount; Class A-3/A-4 Net WAC Reserve
Account.
|
|
ARTICLE
VII
|
THE
CERTIFICATES
|
|
Section
7.01
|
The
Certificates.
|
|
Section
7.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
|
Section
7.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
7.04
|
Persons
Deemed Owners.
|
|
Section
7.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
Section
7.06
|
Book-Entry
Certificates.
|
|
Section
7.07
|
Notices
to Depository.
|
|
Section
7.08
|
Definitive
Certificates.
|
|
Section
7.09
|
Maintenance
of Office or Agency.
|
|
ARTICLE
VIII
|
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
Section
8.01
|
Liabilities
of the Depositor and the Master Servicer.
|
|
Section
8.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
|
Section
8.03
|
Indemnification
of the Trustee and the Master Servicer.
|
|
Section
8.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others.
|
|
Section
8.05
|
Master
Servicer Not to Resign.
|
|
Section
8.06
|
Successor
Master Servicer.
|
|
Section
8.07
|
Sale
and Assignment of Master Servicing.
|
|
ARTICLE
IX
|
DEFAULT;
TERMINATION OF MASTER SERVICER; TERMINATION
OF COMPANY
|
|
Section
9.01
|
Events
of Default.
|
|
Section
9.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
9.03
|
Notification
to Certificateholders and Rating Agencies.
|
|
Section
9.04
|
Waiver
of Defaults.
|
|
ARTICLE
X
|
CONCERNING
THE TRUSTEE
|
|
Section
10.01
|
Duties
of Trustee.
|
|
Section
10.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
10.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
10.04
|
Trustee
May Own Certificates.
|
|
Section
10.05
|
Trustee’s
Fees and Expenses.
|
|
Section
10.06
|
Eligibility
Requirements for Trustee.
|
|
Section
10.07
|
Insurance.
|
|
Section
10.08
|
Resignation
and Removal of Trustee.
|
|
Section
10.09
|
Successor
Trustee.
|
|
Section
10.10
|
Merger
or Consolidation of Trustee.
|
|
Section
10.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
10.12
|
Tax
Matters.
|
|
ARTICLE
XI
|
TERMINATION
|
|
Section
11.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
|
Section
11.02
|
Final
Distribution on the Certificates.
|
|
Section
11.03
|
Additional
Termination Requirements.
|
|
ARTICLE
XII
|
MISCELLANEOUS
PROVISIONS
|
|
Section
12.01
|
Amendment.
|
|
Section
12.02
|
Recordation
of Agreement; Counterparts.
|
|
Section
12.03
|
Governing
Law.
|
|
Section
12.04
|
Intention
of Parties.
|
|
Section
12.05
|
Notices.
|
|
Section
12.06
|
Severability
of Provisions.
|
|
Section
12.07
|
Assignment.
|
|
Section
12.08
|
Limitation
on Rights of Certificateholders.
|
|
Section
12.09
|
Inspection
and Audit Rights.
|
|
Section
12.10
|
Certificates
Nonassessable and Fully Paid.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class B Certificates
|
|
Exhibit
A-4
|
Form
of Class C Certificates
|
|
Exhibit
A-5
|
Form
of Class P Certificates
|
|
Exhibit
A-6
|
Form
of Class R Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of Transfer Affidavit
|
|
Exhibit
D
|
Form
of Transferor Certificate
|
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
|
Exhibit
F
|
Form
of Rule 144A and Related Matters Certificate
|
|
Exhibit
G
|
Form
of Request for Release
|
|
Exhibit
H
|
DTC
Letter of Representations
|
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
|
Exhibit
J
|
Form
of Custodial Agreement
|
|
Exhibit
K
|
Form
of Servicer Back-Up Certification to Form 10-K
Certificate
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Form
of Trustee Back-Up Certification to Form 10-K
Certificate
|
|
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
|
Loan
Level Format for Tape Input, Servicer Period Reporting
|
|
Exhibit
R
|
Reporting Data for Defaulted Loans |
POOLING
AND SERVICING AGREEMENT, dated as of July 1, 2006, among BEAR XXXXXXX ASSET
BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
(the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as trustee (in such capacity, the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Trustee shall 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 and the Class A-3/A-4 Net WAC
Reserve Account) as a REMIC (as defined herein) for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC I”. The Class
R-1 Certificates will represent the sole class of Residual Interests (as
defined
herein) in REMIC I for purposes of the REMIC Provisions (as defined herein).
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
I Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests (as
defined herein). None of the REMIC I Regular Interests will be
certificated.
|
Designation
|
Initial
Uncertificated Principal Balance
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
||||
|
AA
|
$
|
241,458,305.52
|
Variable(2)
|
August
25, 2036
|
|||
|
A-1
|
$
|
750,000.00
|
Xxxxxxxx(0)
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
70,000.00
|
Xxxxxxxx(0)
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
1,447,980.00
|
Variable(2)
|
August
25, 2036
|
|||
|
M-1
|
$
|
59,130.00
|
Variable(2)
|
August
25, 2036
|
|||
|
M-2
|
$
|
30,800.00
|
Variable(2)
|
August
25, 2036
|
|||
|
M-3
|
$
|
14,780.00
|
Variable(2)
|
August
25, 2036
|
|||
|
M-4
|
$
|
12,320.00
|
Xxxxxxxx(0)
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
11,090.00
|
Xxxxxxxx(0)
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
8,620.00
|
Xxxxxxxx(0)
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
12,320.00
|
Xxxxxxxx(0)
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
14,780.00
|
Variable(2)
|
August
25, 2036
|
|||
|
ZZ
|
$
|
2,495,900.52
|
Variable(2)
|
August
25, 2036
|
|||
|
P
|
$
|
100.00
|
0.00%
|
August
25, 2036
|
|||
___________________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date
for the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC I Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC
II
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC I Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC II”.
The Class R-2 Certificates will represent the sole class of Residual Interests
in REMIC II for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests (as defined herein).
None of the REMIC II Regular Interests will be certificated.
|
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
||||
|
A-1
|
$
|
75,000,000.00
|
(2)
|
August
25, 2036
|
|||
|
A-2
|
$
|
7,000,000.00
|
(2)
|
August
25, 2036
|
|||
|
A-3
|
$
|
144,798,000.00
|
(2)
|
August
25, 2036
|
|||
|
M-1
|
$
|
5,913,000.00
|
(2)
|
August
25, 2036
|
|||
|
M-2
|
$
|
3,080,000.00
|
(2)
|
August
25, 2036
|
|||
|
M-3
|
$
|
1,478,000.00
|
(2)
|
August
25, 2036
|
|||
|
M-4
|
$
|
1,232,000.00
|
(2)
|
August
25, 2036
|
|||
|
B-1
|
$
|
1,109,000.00
|
(2)
|
August
25, 2036
|
|||
|
B-2
|
$
|
862,000.00
|
(2)
|
August
25, 2036
|
|||
|
B-3
|
$
|
1,232,000.00
|
(2)
|
August
25, 2036
|
|||
|
B-4
|
$
|
1,478,000.00
|
(2)
|
August
25, 2036
|
|||
|
C
|
$
|
3,204,026.04
|
(2)
(3)
|
August
25, 2036
|
|||
|
P
|
$
|
100.00
|
0.00%
|
August
25, 2036
|
|||
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest C will not accrue interest on its Uncertificated
Principal Balance, but will accrue interest at the related Uncertificated
REMIC II Pass-Through Rate on its Uncertificated Notional Amount
(as
defined herein) which shall equal the aggregate Uncertificated
Principal
Balance of the REMIC I Regular Interests (other than REMIC I Regular
Interest P).
|
___________________________
REMIC
III
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC III”.
The Class R-3 Certificates will represent the sole class of Residual Interests
in REMIC III for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class C Interest or Class P 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 (as defined
herein) in REMIC III created hereunder.
|
Designation
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
||||
|
A-1
|
$
|
75,000,000.00
|
Class
A-1 Pass-Through Rate
|
August
25, 2036
|
|||
|
A-2
|
$
|
7,000,000.00
|
Class
A-2 Pass-Through Rate
|
August
25, 2036
|
|||
|
A-3(2)
|
$
|
144,798,000.00
|
Class
A-3 Pass-Through Rate
|
August
25, 2036
|
|||
|
A-4(3)
|
$
|
N/A(4)
|
Class
A-4 Pass-Through Rate
|
August
25, 2036
|
|||
|
M-1
|
$
|
5,913,000.00
|
Class
M-1 Pass-Through Rate
|
August
25, 2036
|
|||
|
M-2
|
$
|
3,080,000.00
|
Class
M-2 Pass-Through Rate
|
August
25, 2036
|
|||
|
M-3
|
$
|
1,478,000.00
|
Class
M-3 Pass-Through Rate
|
August
25, 2036
|
|||
|
M-4
|
$
|
1,232,000.00
|
Class
X-0 Xxxx-Xxxxxxx Xxxx
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
1,109,000.00
|
Class
X-0 Xxxx-Xxxxxxx Xxxx
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
862,000.00
|
Class
X-0 Xxxx-Xxxxxxx Xxxx
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
1,232,000.00
|
Class
X-0 Xxxx-Xxxxxxx Xxxx
|
Xxxxxx
00, 0000
|
|||
|
X-0
|
$
|
1,478,000.00
|
Class
B-4 Pass-Through Rate
|
August
25, 2036
|
|||
|
Class
C Interest
|
$
|
3,204,026.04
|
(5)
|
August
25, 2036
|
|||
|
Class
P Interest
|
$
|
100.00
|
0.00%
|
August
25, 2036
|
|||
___________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for each Class of Class A, Class M and
Class B Certificates and the Class C Interest and the Class P
Interest.
|
|
(2)
|
The
Class A-3 Certificates represent ownership of a Regular Interest
in REMIC
III, as well as the obligation to make payments in respect of Class
A-3/A-4 Net WAC Pass-Through Amounts to the Class A-3/A-4 Net WAC
Reserve
Account for distribution in respect of the Class A-4 Certificates,
which
obligation shall not be an interest in any REMIC but a contractual
obligation of the Holders of the Class A-3 Certificates. For federal
income tax purposes, the Regular Interest the ownership of which
is
represented by this Certificate shall accrue interest at the related
Uncertificated REMIC III Pass-Through Rate instead of the Pass-Through
Rate applicable to such Certificate. Any amount accrued on each
Distribution Date by Holders of this Certificate at the related
Pass-Through Rate which is in excess of, or less than, the amount
specified in the foregoing sentence for the Regular Interest the
ownership
of which is represented by this Certificate shall be treated in
accordance
with the provisions relating to Class A-3/A-4 Net WAC Pass-Through
Amounts in
Section 6.10.
|
|
(3)
|
The
Class A-4 Certificates represent ownership of a Regular Interest
in REMIC
III, as well as the right to receive payments from the Class A-3/A-4
Net
WAC Reserve Account in respect of Class A-3/A-4 Net WAC Pass-Through
Amounts, which payments shall not be in respect of an interest
in any
REMIC. For federal income tax purposes, the Regular Interest the
ownership
of which is represented by the Class A-4 Certificates shall have
a
principal balance equal to the Certificate Principal Balance of
such
Certificates, but such Regular Interest shall not accrue interest
on its
principal balance but rather shall be entitled to interest on its
Uncertificated Notional Amount at its Uncertificated REMIC III
Pass-Through Rate. Any amount accrued on each Distribution Date
by Holders
of this Certificate at the related Pass-Through Rate which is in
excess
of, or less than, the amount specified in the foregoing sentence
for the
Regular Interest the ownership of which is represented by this
Certificate
shall be treated in accordance with the provisions relating to
Class
A-3/A-4 Net WAC Pass-Through Amounts in Section 6.10.
|
|
(4)
|
The
Class A-4 Certificates do not have an initial Certificate Principal
Balance. The Class A-4 Certificates have an initial Notional Amount
of
$144,798,000.00, and for any subsequent Distribution Date, the
Class A-4
Certificates will have a Notional Amount equal to the Certificate
Principal Balance of the Class A-3 Certificates as of such Distribution
Date. For federal income tax purposes, the Class A-4 Certificates
will
have a Notional Amount equal to the Uncertificated Principal Balance
of
REMIC IV Regular Interest A-3.
|
|
(5)
|
The
Class C Interest will not accrue interest on its Uncertificated
Principal
Balance, but will be entitled to 100% of the amounts distributed
on REMIC
II Regular Interest X.
|
XXXXX
XX
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Class C Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC IV”. The Class
R-4 Interest will represent 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:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
C
|
Variable(2)
|
$3,204,026.04
|
August
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class C
Certificates.
|
|
(2)
|
The
Class C Certificates will receive 100% of the amounts received
in respect
of the Class C Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC V”. The Class
R-5 Interest will represent the sole class of Residual Interests in REMIC
V for
purposes of the REMIC Provisions.
The
following table 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%
|
$
100.00
|
August
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated
as the
“latest possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The
Class P Certificates will receive 100% of the amounts received
in respect
of the Class P Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Mortgage
Funding Trust 2006-AC1.” The Certificates issued hereunder may be referred to as
“Asset-Backed Certificates Series 2006-AC1” (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 the context
otherwise requires, shall have the following meanings:
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices (including
collection procedures) that are in accordance with all applicable statutes,
regulations and prudent mortgage banking practices for similar mortgage
loans.
Account:
The
Distribution Account, the Reserve Fund, the Class A-3/A-4 Net WAC Reserve
Account and any Protected Account.
Additional
Disclosure:
As
defined in Section 3.16.
Additional
Form 10-D Disclosure:
As
defined in Section 3.16.
Additional
Form 10-K Disclosure:
As
defined in Section 3.16.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month
in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Master Servicer as provided in Section 6.01
hereof.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements
hereto
made in accordance with the terms herein.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Protected Account
at the
close of business on the immediately preceding Determination Date on account
of
(i) all Scheduled Payments or portions thereof received in respect of the
Mortgage Loans due after the related Due Period and (ii) Principal Prepayments,
Liquidation Proceeds and Insurance Proceeds received in respect of such Mortgage
Loans after the last day of the related Prepayment Period.
Annual
Statement of Compliance:
As
defined in Section 3.14.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A, Class M and Class
B
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 6.05 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 3.15.
Attesting
Party:
As
defined in Section 3.15.
Attestation
Report:
As
defined in Section 3.15.
Bankruptcy
Code:
Title
11 of the United States Code.
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A, Class M and Class
B
Certificates, an amount equal to the sum of (A) 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 not been reduced by the applicable Net Rate Cap
on such
Distribution Date, over (b) the amount of Current Interest that such Class
received on 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.
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 7.06).
As of the Closing Date, each Class of Offered Certificates constitutes a
Class
of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The City of New York, New York, Columbia, Maryland, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the Trustee
or the
principal office of the Master Servicer is located is authorized or obligated
by
law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Trustee
in
substantially the forms attached hereto as Exhibits A-1 through
A-6.
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).
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 the Class A-4, Class C or Class R Certificates)
and
as of any Distribution Date, the Initial Certificate Principal Balance of
such
Certificate plus any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 5.04(b), less the sum of
(i) all
amounts distributed with respect to such Certificate in reduction of the
Certificate Principal Balance thereof on previous Distribution Dates pursuant
to
Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates. As to the Class C Certificates
and
as of any Distribution Date, an amount equal to the Uncertificated Principal
Balance of the Class C Interest.
Certificate
Register:
The
register maintained pursuant to Section 7.02 hereof.
Class:
All
Certificates bearing the same Class designation as set forth in Section 7.01
hereof.
Class
A Certificate:
Any of
the Class A-1, Class A-2, Class A-3 and Class A-4 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 greater of (I)
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) 84.10% 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 related Due Period), 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 related Due Period)
minus $1,231,930 and (II) the lesser of (i) $1,000 and (ii) the aggregate
Certificate Principal Balance of the Class A Certificates on such Distribution
Date prior to principal distributions on such Certificates.
Class
A-1 Certificate:
Any
Certificate designated as a “Class 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 A-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
A-1 Pass-Through Rate:
Shall
mean on any Distribution Date, a fixed rate equal to 7.00% per annum, subject
to
a cap equal to the related Net Rate Cap for such Distribution Date.
Class
A-2 Certificate:
Any
Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
A-2 Pass-Through Rate:
Shall
mean on any Distribution Date, a fixed rate equal to 7.00% per annum, subject
to
a cap equal to the related Net Rate Cap for such Distribution Date.
Class
A-3 Certificate:
Any
Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class A-3 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive
Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
A-3/A-4
Net
WAC
Pass-Through Amounts.
Class
A-3 Pass-Through Rate:
Shall
mean on any Distribution Date, One-Month LIBOR plus 0.550% per annum, with
a
maximum rate of 7.000% per annum and a minimum rate of 0.550% per annum,
subject
to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
A-3/A-4 Net WAC Pass-Through Amount:
Shall
mean, with respect to any Distribution Date, the excess, if any, of (A) the
amount of interest payable on such Distribution Date to the Regular Interest
the
ownership of which is represented by the Class A-3 Certificates at the related
Uncertificated REMIC III Pass-Through Rate, over (B) the amount of interest
payable on such Distribution Date to the Class A-3 Certificates at the Class
A-3
Pass-Through Rate.
Class
A-3/A-4 Net WAC Reserve Account:
Shall
mean the separate trust account or subaccount created and maintained by the
Trustee pursuant to Section 6.10(a) hereof.
Class
A-3/A-4 Net WAC Reserve Account Deposit:
With
respect to the Class A-3/A-4
Net
WAC
Reserve Account, an amount equal to $5,000, which the Depositor shall deposit
initially into the Class A-3/A-4 Net WAC Reserve Account pursuant to Section
6.10(a) hereof.
Class
A-3/A-4 Target Rate:
Shall
mean (A) for any Distribution Date on or prior to the Optional Termination
Date,
7.00% per annum, and (B) for any Distribution Date thereafter, 7.50% per
annum.
Class
A-4 Certificate:
Any
Certificate designated as a “Class 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 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 right to receive Class
A-3/A-4 Net WAC Pass-Through Amounts.
Class
A-4 Pass-Through Rate:
Shall
mean on any Distribution Date, 6.450% per annum minus One-Month LIBOR, with
a
maximum rate of 6.450% per annum and a minimum rate of 0.00% per annum, subject
to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B Certificates:
Any of
the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-1 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 1.000% per annum
and
(2) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 1.500% per annum and (2) 11.00% per annum, in
each
case subject
to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount 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 payment 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
payment 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 payment of the Class M-3 Principal Distribution
Amount on such Distribution Date) and (5) the Certificate Principal Balance
of
the Class B-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 94.50% 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 related Due Period),
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 related
Due
Period) minus $1,231,930.
Class
B-2 Certificate:
Any
Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-2 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 1.100% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 1.650% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount 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 payment 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
payment 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 payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date) and (6) the Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 95.20% and
(y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), 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 related Due Period) minus $1,231,930.
Class
B-3 Certificate:
Any
Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-3 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-3 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 2.000% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 3.000% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount 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 payment 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
payment 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 payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account
the
payment of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (7) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 96.20% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the related Due Period), 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 related Due Period) minus
$1,231,930.
Class
B-4 Certificate:
Any
Certificate designated as a “Class B-4 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class B-4 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
B-4 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 2.000% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 3.000% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
Class
B-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount 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 payment 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
payment 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 payment of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal Balance
of the
Class B-1 Certificates (after taking into account the payment of the Class
B-1
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account
the
payment of the Class B-2 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class B-3 Certificates
(after taking into account the payment of the Class B-3 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance
of
the Class B-4 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 97.40% 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 related Due Period),
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 related
Due
Period) minus $1,231,930.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing
(i) a
Regular Interest in REMIC IV and (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for
the
Class C Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication,
any
Subsequent Recoveries not distributed to the Class A, Class M and Class B
Certificates on such Distribution Date; provided, however that on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the Class C Distribution Amount shall include the Overcollateralization
Amount. For federal income tax purposes, the Class C Distribution Amount
for the
Class C Interest for any Distribution Date shall be an amount equal to 100%
of
the amounts distributed in respect of REMIC II Regular Interest C on such
Distribution Date.
Class
C Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class C Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3 and Class M-4 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 and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-1 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.320% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.480% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
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) 88.90% 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 related Due Period),
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 related
Due
Period) minus $1,231,930.
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 and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.390% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.585% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
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) 91.40% 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 related Due Period),
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 related
Due
Period) minus $1,231,930.
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 and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-3 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.420% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.630% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
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) 92.60% 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 related Due Period),
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 related
Due
Period) minus $1,231,930.
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 and (ii) the right to receive
Basis Risk Shortfall Carry Forward Amounts.
Class
M-4 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (1) One-Month LIBOR plus 0.500% per annum
and
(ii) 11.00% per annum and (ii) for each Distribution Date thereafter, the
lesser
of (1) One-Month LIBOR plus 0.750% per annum and (ii) 11.00% per annum, in
each
case subject to a cap equal to the related Net Rate Cap for such Distribution
Date.
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
immediately prior to 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) 93.60% 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 related Due Period),
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 related
Due
Period) minus $1,231,930.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class 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 Certificate Account:
The
account established and maintained by the Trustee pursuant to Section 6.09
hereof.
Class
P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-6 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-6 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-6 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-6 hereto, evidencing the ownership of the Class R-4
Interest and Class R-5 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as set forth
herein.
Closing
Date:
July
31, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Protected
Account by the Master Servicer with respect to the payment of a Prepayment
Interest Shortfall on a Mortgage Loan subject to this Agreement.
Corporate
Trust Office:
With
respect to the Trustee, the designated corporate trust 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 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000,
Attention: Corporate Trust Services, BSMF 2006-AC1. For purposes of certificate
transfer purposes, such term shall mean the office or agency of the Trustee
located at Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services, BSMF
2006-AC1.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
C and P), the Certificate with the corresponding designation.
Corresponding
Interest:
With
respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
AA and ZZ), the REMIC II Regular Interest with the corresponding designation.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of
each
class (other than the Residual Interests and the Residual Certificates),
(i) the
interest accrued on the Certificate Principal Balance or Notional Amount
or
Uncertificated Notional Amount, as applicable, during the related Interest
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
C
Certificates, the Class C Interest and the Class R Certificates in reduction
of
amounts otherwise distributable to such Certificates and interest on such
Distribution Date and then any excess shall be allocated to each Class of
Class
A, Class M and Class B Certificates pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof
for
each such Class on such Distribution Date.
Current
Report:
The
Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
Current
Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x)
the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and Class B Certificates and (ii) the Overcollateralization
Amount,
in each case prior to the distribution of the Principal Distribution Amount
on
such Distribution Date, by (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the end of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period).
Custodial
Agreement:
An
agreement, dated as of July 31, 2006, among the Depositor, the Seller, the
Trustee, the Master Servicer and the Custodian in substantially the form
of
Exhibit J hereto.
Custodian:
Xxxxx
Fargo Bank, National Association, or any successor custodian appointed pursuant
to the provisions hereof and the Custodial Agreement.
Cut-off
Date:
The
close of business on July 1, 2006.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the
Cut-off
Date. The aggregate Cut-off Date Principal Balance of the Mortgage Loans
is
$246,386,026.04.
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.
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 7.06.
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 exceeds (y) 44.05% of the Current Specified Enhancement
Percentage.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such
payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or,
if
there is no such corresponding day (e.g., as when a 30-day month follows
a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on. This method of determining
delinquencies is also referred to as the OTS method.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as
the
“Initial Principal Balance or initial notional amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depositor
Information:
As
defined in Section 3.16(b).
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 between the
Depositor signing on behalf of the Issuing Entity and the initial Depository,
dated as of the Closing Date, substantially in the form of Exhibit
H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
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 5.08 in the name of the Trustee for the benefit of the
Certificateholders and designated “Xxxxx Fargo Bank, Bank National Association,
in trust for registered Holders of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1,
Asset-Backed Certificates, Series 2006-AC1” shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
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 August 2006.
Distribution
Report:
The
Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
the
Exchange Act.
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.
XXXXX:
As
defined in Section 3.16.
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. 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.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class B-4, Class C, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 9.01 hereof.
Excess
Cashflow:
With
respect to any Distribution Date, an amount, if any, equal to the sum of
(a) the
Remaining Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution Date.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the
Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds
for such Distribution Date over (ii) the sum of the Current Interest on the
Class A, Class M and Class B Certificates and Interest Carry Forward Amounts
on
the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Section 6.04(a)(3)(A)), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exchange
Act Reports:
Any
reports required to be filed pursuant to Section 3.16 of this
Agreement.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date, over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Mae:
Xxxxxx
Xxx (formally, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC pursuant to or as contemplated
by
Section 2.03(c) or Section 11.01), a determination made by the Master Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Master Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered.
The
Trustee shall maintain records, based solely on information provided by the
Master Servicer, of each Final Recovery Determination made thereby.
Final
Scheduled Distribution Date:
With
respect to the Certificates, August 25, 2036
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 to November 30, as applicable.
Form
8-K Disclosure Information:
As
defined in Section 3.16(a)(ii)(A).
Xxxxxxx
Mac:
Xxxxxxx
Mac (formally, The Federal Home Loan Mortgage Corporation), or any successor
thereto.
Global
Certificate:
Any
Private Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine
the
Mortgage Rate for such Mortgage Loan.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Trust Fund and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Insurance
Policy:
With
respect to any Mortgage Loan included in the Trust Fund, any insurance policy
or
LPMI Policy, including all riders and endorsements thereto in effect with
respect to such Mortgage Loan, including any replacement policy or policies
for
any Insurance Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance
Policy
or any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the 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 an Insurance Policy or any other insurance policy with
respect to the Mortgage Loans.
Interest
Accrual Period:
With
respect to the Class A-1 Certificates and Class A-2 Certificates and any
Distribution Date, the calendar month immediately preceding the calendar
month
in which such Distribution Date occurs. With respect to the Class X-0, Xxxxx
X-0, Class M, and Class B Certificates) and any Distribution Date, the
period from and including the 25th day of the calendar month preceding the
month
in which such Distribution Date occurs (or with respect to the Class M
Certificates and Class B Certificates and the first Interest Accrual Period,
the
Closing Date) to and including the 24th
day of
the calendar month in which such Distribution Date occurs. The Class R
Certificates and Class P Certificates are not entitled to distributions of
interest and do not have an Interest Accrual Period. With respect to the
Class C
Certificates and the Class C Interest and any Distribution Date, the calendar
month immediately preceding such Distribution Date. All calculations of interest
on the Class A Certificates and Class C Certificates and the Class C Interest
will be made on the basis of a 360-day year consisting of twelve 30-day months.
All calculations of interest on the Class M Certificates and Class B
Certificates will be made on the basis of the actual number of days elapsed
in
the related Interest Accrual Period.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class C, Class P and 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 Interest Accrual
Period including the Interest Accrual Period relating to such Distribution
Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Interest
Accrual Period.
Interest
Funds:
For any
Distribution Date, (i) the sum, without duplication, of (a) all scheduled
interest during the related Due Period with respect to the related Mortgage
Loans less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b)
all
Advances relating to interest with respect to the related Mortgage Loans
remitted by the Master Servicer on or prior to the related Remittance Date,
(c)
all Compensating Interest with respect to the related Mortgage Loans required
to
be remitted by the Master Servicer pursuant to this Agreement with respect
to
such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries
with
respect to the related Mortgage Loans collected during the related Prepayment
Period (to the extent such Liquidation Proceeds and Subsequent Recoveries
relate
to interest), (e) all amounts relating to interest with respect to each Mortgage
Loan repurchased by the Seller pursuant to Sections 2.02 and 2.03 and by
EMC
pursuant to Section 3.19, (f) all amounts in respect of interest paid by
the
Master Servicer pursuant to Section 11.01, to the Distribution Account pursuant
to this Agreement and (g) the interest portion of any proceeds received from
the
exercise of an Optional Termination pursuant to Section 11.01 minus (ii)
all
amounts required to be reimbursed pursuant to Sections 5.02 and 5.09 or as
otherwise set forth in this Agreement.
Issuing
Entity:
Bear
Xxxxxxx Mortgage Funding Trust 2006-AC1.
Latest
Possible Maturity Date:
August
25, 2036, 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 and REMIC V shall be the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
LIBOR
Certificates:
Any of
the Class A-3, Class A-4, Class M and Class B Certificates.
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.
Loss
Allocation Limitation:
The
meaning specified in Section 6.05(c) hereof.
LPMI
Fee:
Shall
mean the fee payable to the insurer for each Mortgage Loan subject to an
LPMI
Policy as set forth in such LPMI Policy and on the Mortgage Loan
Schedule.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Mae and Xxxxxxx Mac in which the Master Servicer is
responsible for the payment of the LPMI Fee thereunder from collections on
the
related Mortgage Loan.
Majority
Class C Certificateholder:
Shall
mean the Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to REMIC II Regular Interest C and any Distribution Date, a per annum
rate equal to two (2) times the weighted average of the Uncertificated REMIC
I
Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I
Regular
Interests AA and P), with the rate on each such REMIC I Regular Interest
(other
than REMIC I Regular Interest ZZ) subject to a cap equal to the Uncertificated
REMIC II Pass-Through Rate for the Corresponding Interest for the purpose
of
this calculation for such Distribution Date, and with the rate on REMIC I
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 I Regular Interest (other than REMIC I Regular
Interests AA, X-0, X-0, X-0, P and ZZ) 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 Interest Accrual Period.
Master
Servicer:
EMC
Mortgage Corporation, in its capacity as master servicer, and its successors
and
assigns.
Master
Servicer Information:
As
defined in Section 3.16(b).
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on
the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement delivered pursuant to Section 6.06.
Moody’s:
Xxxxx’x
Investors Service, Inc., and any successor thereto.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first lien on or first
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Trustee or Custodian
on its behalf to be added to the Mortgage File pursuant to this
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. Any mortgage loan that was intended
by
the parties hereto to be transferred to the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not so transferred for any reason
including, without limitation, a breach of the representation contained in
Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder
until
the Purchase Price with respect thereto has been paid to the Trust
Fund.
Mortgage
Loan Purchase Agreement:
Shall
mean the Mortgage Loan Purchase Agreement, dated as of July 31, 2006, between
the Seller, as seller and the Depositor, as purchaser in the form attached
hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 11.01, to be paid in connection
with
the repurchase of the Mortgage Loans pursuant to Section 11.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
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 Servicing Fee Rate, if applicable;
(f) the
LPMI
Fee, if applicable;
(g) the
Trustee Fee Rate, if applicable;
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and
(j)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
and
(iii) the rate at which the LPMI Fee is calculated, if any.
Net
Rate Cap:
With
respect to the Class A-1 Certificates and Class A-2 Certificates and any
Distribution Date, a per annum rate equal to the weighted average of the
Net Mortgage Rates on the Mortgage Loans. With respect to the Class A-3
Certificates and Class A-4 Certificates and any Distribution Date, an interest
rate cap calculated based on an assumed certificate with a principal
balance equal to the Certificate Principal Balance of the Class A-3 Certificates
and a fixed pass-through rate of 7.00% per annum and a rate increase of 0.50%
per annum after the Optional Termination Date. If the weighted average of
the
Net Mortgage Rates on the Mortgage Loans for any Distribution Date is less
than
7.00% per annum (or, after the Optional Termination Date, 7.50% per annum),
the
amount of the shortfall which would occur with respect to the assumed
certificate for such Distribution Date will be allocated between the Class
A-3
Certificates and Class A-4 Certificates in proportion to their current
entitlements to interest for such Distribution Date calculated without regard
to
this cap, and the Net Rate Cap for each such Class for such Distribution
Date
will be equal to the Pass-Through Rate for such Class for such Distribution
Date
(determined without regard to the related Net Rate Cap) reduced by the shortfall
for such Distribution Date allocable to such Class as determined pursuant
to
this sentence. For the avoidance of doubt, the Net Rate Cap will not be
applicable to the Class A-3 Certificates or Class A-4 Certificates for any
Distribution Date on which the weighted average of the Net Mortgage Rates
on the
Mortgage Loans is equal to or greater than 7.00% per annum (or, after the
Optional Termination Date, 7.50% per annum).
With
respect to the Class M Certificates and Class B Certificates, a per annum
rate
equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans
as
of the first day of the related Due Period, adjusted for the actual numbers
of
days elapsed in the Interest Accrual Period.
For
federal income tax purposes, the Net Rate Cap with respect to each of the
Class
A-3 Certificates and Class A-4 Certificates and any Distribution Date shall
be
equal to the Uncertificated REMIC III Pass-Through Rate for such Distribution
Date for the Regular Interest the ownership of which is represented by such
Certificate. For federal income tax purposes, the Net Rate Cap with respect
to
each Class X-0, Xxxxx X-0, Class M and Class B Certificate and any Distribution
Date shall be a rate equal to the weighted average of the Uncertificated
REMIC
II Pass-Through Rate for such Distribution Date for the REMIC II Regular
Interest for which such Certificate is the Corresponding Certificate.
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 the Class A-4 Certificates, an amount equal to the Certificate
Principal Balance of the Class A-3 Certificates. With
respect to the Class C Certificates and any Distribution Date, an amount
equal
to the aggregate Stated Principal Balance of the Mortgage Loans. The initial
Notional Amount of the Class C Certificates shall be $246,386,026.04. For
federal income tax purposes, the Class C Certificates will have a Notional
Amount equal to the Uncertificated Notional Amount of the Class C
Interest.
Offered
Certificates:
Any of
the Class A-1, Class A-2, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class
M-3,
Class M-4, Class B-1, Class B-2 and Class B-3 Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of
the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor, the Seller or the Master Servicer
(or
any other officer customarily performing functions similar to those performed
by
any of the above designated officers and also to whom, with respect to a
particular matter, such matter is referred because of such officer’s knowledge
of and familiarity with a particular subject) or (ii), if provided for in
this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Seller, the Master Servicer and/or the Trustee, as the
case
may be, as required by this Agreement.
One-Month
LIBOR:
With
respect to any Interest Accrual Period and the LIBOR Certificates, the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the rate for U.S. dollar deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date. If
such
rate does not appear on such page (or such other page as may replace that
page
on that service, or if such service is no longer offered, such other service
for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Trustee), One-Month LIBOR for the applicable Interest 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 shall be One-Month
LIBOR applicable to the preceding Interest 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 LIBOR
Certificates for the related Interest Accrual Period shall, in the absence
of
manifest error, be final and binding. One-Month
LIBOR for the Class M Certificates and Class B Certificates and any Accrual
Period shall be calculated as described above. One-Month LIBOR for the initial
Accrual Period will be 5.35% with regard to the Class A-3 Certificates and
Class
A-4 Certificates.
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, 8.05, 8.07 or 12.01, 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, Depositor or the Master
Servicer or in any affiliate of either, and (iii) not be connected with the
Seller, 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 created hereunder as a result of the purchase of
all of
the assets of the Trust and any related REO Property pursuant to Section
11.01.
Optional
Termination Date:
The
Distribution Date on which the aggregate Stated Principal Balance of all of
the Mortgage Loans is equal to or less than 20% of the aggregate Stated
Principal Balance of all of the Mortgage Loans as of the Cut-off
Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Originator:
With
respect to each Mortgage Loan, shall mean the originator set forth in the
Mortgage Loan Schedule for such Mortgage Loan.
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 related Due Period)
over
the aggregate Certificate Principal Balance of the Certificates (other than
the
Class C Certificates and the Class P 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 Remittance
Amount 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 Remittance Amount 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, 1.30% 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) 1.30% of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Cut-off Date and (2) 2.60% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) and (ii) $1,231,930 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
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.
Pass-Through
Rate:
With
respect to each Class of Certificates (other than the Class C Certificates
and
Class P Certificates), the Class A-1 Pass-Through Rate, Class A-2 Pass-Through
Rate, Class A-3 Pass-Through Rate, Class A-4 Pass-Through Rate, Class M-1
Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate,
Class M43 Pass-Through Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through
Rate, Class B-3 Pass-Through Rate or Class B-4 Pass-Through Rate, as
applicable.
With
respect to the Class C Interest, the Class C Interest shall not have a
Pass-Through Rate, but the 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 C.
With
respect to the Class C Certificate,
the
Class C Certificate shall not have a Pass-Through Rate, but Current Interest
for
such Certificate and each Distribution Date shall be an amount equal to 100%
of
the amounts distributable to the Class C Interest for such Distribution
Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest
set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of
all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such obligations are
backed
by the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, or such lower rating as will not result in the downgrading
or
withdrawal of the ratings then assigned to the Certificates by each Rating
Agency;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency, or such lower rating
as will
not result in the downgrading or withdrawal of the ratings then assigned
to the
Certificates by each Rating Agency;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities (including the Trustee in its
commercial banking capacity), provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution or trust company
are then rated one of the two highest long-term and the highest short-term
ratings of each such Rating Agency for such securities, or such lower ratings
as
will not result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any Rating Agency;
(v) demand
or
time deposits or certificates of deposit issued by any bank or trust company
or
savings institution to the extent that such deposits are fully insured by
the
FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation containing, at the time of the issuance of such agreements, such
terms and conditions as will not result in the downgrading or withdrawal
of the
rating then assigned to the Certificates by any such Rating Agency;
(vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest long term ratings of each Rating Agency (except if the Rating
Agency is Xxxxx’x, such rating shall be the highest commercial paper rating of
Xxxxx’x 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 any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
(ix) interests
in any money market fund (including any such fund managed or advised by the
Trustee or Master Servicer 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 long term rating by each
Rating
Agency rating such fund 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;
(x) short
term investment funds sponsored by any trust company or banking association
incorporated under the laws of the United States or any state thereof (including
any such fund managed or advised by the Trustee 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; and
(xi) such
other investments having a specified stated maturity and bearing interest
or
sold at a discount acceptable to each Rating Agency as will not result in
the
downgrading or withdrawal of the rating then assigned to the Certificates
by any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
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 (vi) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Trustee shall receive an Opinion of Counsel, at the expense of
the
Trustee, to the effect that such investment will not adversely affect the
status
of any such REMIC as a REMIC under the Code or result in imposition of a
tax on
any such REMIC. Permitted Investments that are subject to prepayment or call
may
not be purchased at a price in excess of par.
Permitted
Transferee:
Any
Person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in Section 1381(a)(2)(C) of the Code or (v) an electing large partnership
within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or
the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States
is able
to exercise primary supervision over the administration of the trust and
one or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
fail
to qualify as a REMIC at any time that any Certificates are Outstanding.
The
terms “United States,” “State” and “International Organization” shall have the
meanings set forth in Section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States
or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Xxxxxxx Mac, a majority
of its board of directors is not selected by such government unit.
Person:
Any
individual, corporation, partnership, joint venture, association, joint-
stock
company, limited liability company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
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 5.01(a).
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a Principal Prepayment in full or in part during the portion of the related
Prepayment Period occurring between the first day of the calendar month in
which
such Distribution Date occurs and the Determination Date of the calendar
month
in which such Distribution Date occurs, an amount equal to interest (to the
extent received) at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the first day of
the
calendar month in which such Distribution Date occurs and ending on the last
date through which interest is collected from the related
Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment, or a Principal Prepayment in full during
the
related Prepayment Period, or that became a Liquidated Loan during the prior
calendar month, (other than a Principal Prepayment in full resulting from
the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.19 or 11.01
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, (b) the Trustee Fee and (c) the LPMI Fee, if
any.
Prepayment
Period:
As to
any Distribution Date, the period commencing on the 16th
day of
the month prior to the month in which the related Distribution Date occurs
and
ending on the 15th
day of
the month in which such Distribution Date occurs.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related security
instrument, if any or any replacement policy therefor through the related
Interest 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, (i) the sum, without duplication, of (a)
all
scheduled principal collected on the Mortgage Loans during the related Due
Period, (b) all Advances relating to principal made with respect to the Mortgage
Loans remitted by the Master Servicer on or prior to the Remittance Date,
(c)
Principal Prepayments with respect to the Mortgage Loans exclusive of Prepayment
Charges or penalties collected during the related Prepayment Period, (d)
the
Stated Principal Balance of each Mortgage Loan that was repurchased by the
Seller pursuant to Sections 2.02 or 2.03 or by EMC pursuant to Section 3.19,
(e)
the aggregate of all Substitution Adjustment Amounts with respect to the
Mortgage Loans for the related Determination Date in connection with the
substitution of related Mortgage Loans pursuant to Section 2.03(d), (e) all
Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage
Loans collected during the related Prepayment Period (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to principal) and remitted
by the Master Servicer to the Distribution Account pursuant to this Agreement
and (f) amounts in respect of principal paid by the Majority Class C
Certificateholder pursuant to Section 11.01 minus (ii) all related amounts
required to be reimbursed pursuant to Sections 5.02 and 5.09 or as otherwise
set
forth in this Agreement.
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 11.01 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 in accordance with the terms of the related Mortgage
Note.
Principal
Remittance Amount:
With
respect to each Distribution Date, the sum of the amounts listed in clauses
(a)
through (e) of the definition of Principal Funds.
Private
Certificates:
Any of
the Class B-4, Class C, Class P and Class R Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated July 27, 2006 relating to the public offering
of the
Offered Certificates.
Protected
Account:
The
account established and maintained by the Master Servicer with respect to
receipts on the Mortgage Loans and REO Property in accordance with Section
5.01
hereof or by the related Servicer in accordance with the related Servicing
Agreement.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan (x) required to be repurchased by the Seller
pursuant to Section 2.02 or 2.03 hereof or (y) that EMC has a right to purchase
pursuant to Section 3.19 hereof, an amount equal to the sum of (i) 100% of
the
outstanding principal balance of the Mortgage Loan as of the date of such
purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate
through the first day of the month in which the Purchase Price is to be
distributed to Certificateholders, reduced by any portion of the Servicing
Fee,
Servicing Advances and Advances payable to the purchaser of the Mortgage
Loan
plus and (iii) any costs and damages (if any) incurred by the Trust in
connection with any violation of such Mortgage Loan of any predatory lending
laws.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination
has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor through
the end
of the calendar month in which such Final Recovery Determination was made,
calculated in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then accruing
on such
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, minus (iii) the proceeds, if any, received
in
respect of such Mortgage Loan during the calendar month in which such Final
Recovery Determination was made, net of amounts that are payable therefrom
to
the Master Servicer pursuant to this Agreement. In addition, to the extent
the
Master Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss with respect to that Mortgage Loan
will be
reduced to the extent such recoveries are distributed to any Class of
Certificates or applied to increase Excess Spread on any Distribution
Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to
which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar
month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination
was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
Record
Date:
With
respect to any Distribution Date and the Certificates (other than the Class
A-1,
Class A-2, Class C, 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 any Distribution Date and the Class A-1 Certificates and Class
A-2
Certificates, the close of business on the last Business Day of the month
preceding the month in which such Distribution Date occurs. With respect
to any
Distribution Date and the Class C, Class P Certificates and Residual
Certificates, so long as such Classes of Certificates remain non Book-Entry
Certificates, the close of business on the last Business Day of the month
preceding the month in which such Distribution Date occurs.
Reference
Banks:
Shall
mean leading banks selected by the Trustee and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) which have been designated
as such
by the Trustee and (iii) which are not controlling, controlled by, or under
common control with, the Depositor, the Seller or the Master
Servicer.
Reference
Bank Rate:
With
respect to any Interest 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 LIBOR Certificates for such Interest 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
LIBOR
Certificates for such Interest 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, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or any 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
6.07(a).
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as
set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
REMIC
I Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to (a) the product of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then
outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC
I
Regular Interest AA minus the Marker Rate, divided by (b) 12.
REMIC
I Overcollateralization Amount:
With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
Interest P) minus (ii) the aggregate Uncertificated Principal Balance of
each
REMIC I Regular Interest (other than REMIC I Regular Interest P) for which
a
REMIC II Regular Interest is a Corresponding Interest, in each case, as of
such
date of determination.
REMIC
I Overcollateralization Target Amount:
1.00%
of the Overcollateralization Target Amount.
REMIC
I Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans and 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 I Regular Interest
(other than REMIC I Regular Interest P) for which a REMIC II Regular Interest
is
a Corresponding Interest and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC I Regular Interest (other
than
REMIC I Regular Interest P) for which a REMIC II Regular Interest is a
Corresponding Interest and REMIC I Regular Interest ZZ.
REMIC
I Regular Interest ZZ Maximum Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
Amount, in each case for such Distribution Date, over (ii) the Uncertificated
Accrued Interest on each REMIC I Regular Interest (other than REMIC I Regular
Interest P) for which a REMIC II Regular Interest is a Corresponding Interest
for the purpose of this calculation for such Distribution Date, with the
rate on
each such REMIC I Regular Interest subject to a cap equal to the Uncertificated
REMIC II Pass-Through Rate for the Corresponding Interest; provided, however,
that solely for this purpose, the related cap with respect to each REMIC
I
Regular Interest (other than REMIC I Regular Interests X-0, X-0, X-0 and
P) for
which a REMIC II Regular Interest is a Corresponding Interest 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 Interest Accrual
Period.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement consisting
of
the REMIC I Regular Interests
REMIC
II Interests:
The
REMIC II Regular Interests and the Class R-2 Certificates..
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II
issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as
set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC II Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Uncertificated Accrued
Interest for REMIC II Regular Interest C for such Distribution Date, (ii)
any
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries not distributed to the Class
A,
Class M and Class B Certificates on such Distribution Date; provided, however,
that on and after the Distribution Date on which the Certificate Principal
Balances of the Class A, Class M and Class B Certificates have been reduced
to
zero, the REMIC II Regular Interest C Distribution Amount shall include the
Overcollateralization Amount.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement consisting
of
the REMIC II Regular Interests.
REMIC
IV:
The
segregated pool of assets consisting of the Class C Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class C Certificates
and
the Class RX Certificates (in respect of the Class R-4 Interest), with respect
to which a separate REMIC election is to be made.
REMIC
V:
The
segregated pool of assets consisting of the Class P Interest conveyed in
trust
to the Trustee, for the benefit of the Holders of the Class P Certificates
and
the Class RX Certificates (in respect of the Class R-5 Interest), with respect
to which a separate REMIC election is to be made.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
have
an adverse effect on any REMIC created hereunder.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean the 23rd
calendar
day of each month or, if such day is not a Business Day, the Business Day
immediately preceding the 23rd
day of
each month.
Remittance
Report:
As
defined in Section 6.04(g).
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 on behalf of the Trust
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller
for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance,
after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) 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; and (ix) comply with each representation and warranty set
forth
in Section 2.03 hereof.
Reportable
Event:
As
defined in Section 3.16.
Repurchase
Price:
With
respect to each Mortgage Loan, a price equal to (i) the outstanding principal
balance of such Mortgage Loan, plus (ii) interest on such outstanding principal
balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last
date
through which interest has been paid to the end of the month of repurchase,
less
(iii) amounts advanced by the Master Servicer in respect of such repurchased
Mortgage Loan which are being held in the Distribution Account for remittance
to
the Trustee plus (iv) 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.
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 6.08 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 6.08
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates, 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.
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 in
its capacity as seller of the Mortgage Loans to the Depositor.
Senior
Certificates:
Any of
the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by 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, or those Servicing Criteria otherwise mutually
agreed
to by EMC, the Master Servicer, the Trustee and the applicable Servicer in
response to evolving interpretations of Regulation AB and incorporated into
a
revised Exhibit N.
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.
Servicing
Fee Rate:
0.250%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Master Servicer, as to which default is reasonably foreseeable, any
modification which is effected by the Master Servicer in accordance with
the
terms of this Agreement which results in any change in the outstanding Stated
Principal Balance, any change in the Mortgage Rate or any extension of the
term
of such Mortgage Loan.
Servicing
Officer:
Any
officer of the Master Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee
by the
Master Servicer on the Closing Date pursuant to this Agreement, as such list
may
from time to time be amended.
Sponsor:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and assigns,
in
its capacity as sponsor.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution
Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan
during
each Due Period ending prior to such Distribution Date (and irrespective
of any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
and all Liquidation Proceeds to the extent applied by the Master Servicer
as
recoveries of principal in accordance with Section 3.09 with respect to such
Mortgage Loan, that were received by the Master Servicer as of the close
of
business on the last day of the preceding calendar month related to such
Distribution Date and (iii) any Realized Losses on such Mortgage Loan incurred
during the related Due Period. The Stated Principal Balance of a Liquidated
Loan
equals zero.
Stepdown
Date:
The
later to occur of (a) the Distribution Date in August 2009 and (b) the first
Distribution Date on which the Current Specified Enhancement Percentage is
greater than or equal to 15.90%.
Subordinated
Certificates:
The
Class M, Class B, Class C and Residual Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer or any Servicer
(net of any related expenses permitted to be reimbursed pursuant to Section
6.05) or surplus amounts held by the Master Servicer cover estimated expenses
(including, but not limited to, recoveries in respect of the representations
and
warranties made by the Seller pursuant to the Mortgage Loan Purchase Agreement)
specifically related to a Mortgage Loan that was the subject of a liquidation
or
final disposition of any REO Property prior to the related Prepayment Period
that resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Master Servicer and a subservicer with
respect to the subservicing of any Mortgage Loan hereunder by such
subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(d).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 9.01.
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
Affidavit:
As
defined in Section 7.02(c).
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Trigger
Event:
With
respect to any Distribution Date, a Trigger Event 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
|
|
August
2009 to July 2010
|
0.65%
with respect to August 2009, plus an additional 1/12th of the difference
between 1.10% and 0.65% for each month thereafter
|
|
August
2010 to July 2011
|
1.10%
with respect to August 2010, plus an additional 1/12th of the difference
between 1.55% and 1.10% for each month thereafter
|
|
August
2011 to July 2012
|
1.55%
with respect to August 2011, plus an additional 1/12th of the difference
between 1.85% and 1.55% for each month thereafter
|
|
August
2012 and thereafter
|
1.85%
|
Trust
or Trust Fund:
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 Class P Certificate Account, the Reserve Fund, the Class
A-3/A-4 Net WAC Reserve Account, the Distribution Account maintained by the
Trustee 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 Servicing Agreements and the Assignment
Agreements; (vi) the rights under the Mortgage Loan Purchase Agreement; and
(vii) all proceeds of the foregoing, including proceeds of conversion, voluntary
or involuntary, of any of the foregoing into cash or other liquid property.
The
Reserve Fund, the Class A-3/A-4 Net WAC Reserve Account and Prepayment Charge
Waiver Amounts shall not be included in REMIC I, REMIC II, REMIC III, REMIC
IV
or REMIC V.
Trustee:
Xxxxx
Fargo Bank, National Association, a national banking association, as trustee
for
the benefit of the Certificateholders under this Agreement, and any successor
thereto, and any corporation or national banking association resulting from
or
surviving any consolidation or merger to which it or its successors may be
a
party and any successor trustee as may from time to time be serving as successor
trustee hereunder.
Trustee
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
0.0165% multiplied by the Stated Principal Balance of such Mortgage Loan
as of
the Due Date in the month preceding the month in which such Distribution
Date
occurs.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated REMIC I Pass-Through
Rate or Uncertificated REMIC II Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as applicable, 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 REMIC II Regular Interest C and any Distribution Date, an amount
equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest P) for such Distribution
Date.
With
respect to the Class C Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest C for
such
Distribution Date.
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-4 Certificates, an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest A-3.
Uncertificated
Principal Balance:
With
respect to each REMIC Regular Interest, the Class C Interest and the Class
P
Interest, the principal amount of such REMIC Regular Interest, Class C Interest
and Class P Interest outstanding as of any date of determination. As of the
Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest, Class C Interest and Class P Interest shall equal the amount set
forth
in the Preliminary Statement hereto as its initial uncertificated principal
balance. On each Distribution Date, the Uncertificated Principal Balance
of the
REMIC Regular Interests (other than REMIC II Regular Interest C) and Class
P
Interest shall be reduced by all distributions of principal made on such
REMIC
Regular Interests and Class P Interest on such Distribution Date pursuant
to
Section 6.07 and, if and to the extent necessary and appropriate, shall be
further reduced on such Distribution Date by Realized Losses as provided
in
Section 6.05, and the Uncertificated Principal Balance of REMIC I Regular
Interest ZZ shall be increased by interest deferrals as provided in Section
6.07(b)(i). The Uncertificated Principal Balance of each REMIC Regular Interest,
Class P Interest and Class C Interest shall never be less than zero. With
respect to the REMIC II Regular Interest C as of any date of determination,
an
amount equal to the excess, if any, of (A) the then aggregate Uncertificated
Principal Balance of the REMIC I Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M, Class B and Class
P
Certificates then outstanding. With respect to the Class C Interest as of
any
date of determination, an amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest C.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to any REMIC I Regular Interest (other than REMIC I Regular Interest
P)
and any Distribution Date, a per annum rate equal to the weighted average
of the
Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the Stated
Principal Balances thereof as of the first day of the related Due Period.
With
respect to REMIC I Regular Interest P and any Distribution Date, 0.00% per
annum.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to any Distribution Date and each REMIC II Regular Interest other
than
REMIC II Regular Interest C, REMIC II Regular Interest P and REMIC II Regular
Interest A-3, a rate per annum equal to the Pass-Through Rate for the Class
of
Corresponding Certificates for such Distribution Date; provided, however,
that
for this purpose the Net Rate Cap with respect to each such Class of
Corresponding Certificates shall be equal to the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
(other than REMIC I Regular Interest P), 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 A-3 and (i) any Distribution Date which
occurs on or prior to the Optional Termination Date, the lesser of (a) 7.00%
per
annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through
Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest
P),
weighted on the basis of the Uncertificated Principal Balances of each such
REMIC I Regular Interest, for such Distribution Date, and (ii) any Distribution
Date thereafter, the lesser of (a) 7.50% per annum and (b) the weighted average
of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular
Interests (other than REMIC I Regular Interest P), 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 C, a rate per annum equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amount
determined for each REMIC I Regular Interest (other than REMIC I Regular
Interest P) equal to the product of (x) the excess, if any, of the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
over
the Marker Rate and (y) a notional amount equal to the Uncertificated Principal
Balance of such REMIC I Regular Interest, and the denominator of which is
the
aggregate Uncertificated Principal Balance of such REMIC I Regular
Interests.
With
respect to REMIC II Regular Interest P, 0.00% per annum.
Uncertificated
REMIC III Pass-Through Rate:
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-3 Certificates and any Distribution Date, a rate equal to the least
of
(A) One-Month LIBOR plus 0.55% per annum, (B) 7.00% per annum and (C) the
weighted average of the Uncertificated REMIC II Pass-Through Rate for REMIC
II
Regular Interest A-3 for such Distribution Date, weighted on the basis of
the
Uncertificated Principal Balance of such REMIC II Regular Interest.
With
respect to the Regular Interest the ownership of which is represented by
the
Class A-4 Certificates and any Distribution Date, a rate equal to the excess,
if
any, of (A) the Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
Interest A-3 over (B) the least of (x) One-Month LIBOR plus 0.55% per annum,
(y)
7.00% per annum and (z) the weighted average of the Uncertificated REMIC
II
Pass-Through Rate for REMIC II Regular Interest A-3 for such Distribution
Date,
weighted on the basis of the Uncertificated Principal Balance of such REMIC
II
Regular Interest.
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) 91% to the Class A (other than the Class A-4 Certificates),
Class M and Class B Certificates, (ii) 3% to the Class C Certificates until
paid
in full, and (iii) 1% to each of the Class A-4, Class P, Class R-1, Class
R-2,
Class R-3 and Class RX Certificates, with the allocation among the Certificates
(other than the Class C and Residual Certificates) to be in proportion to
the
Certificate Principal Balance of each Class relative to the Certificate
Principal Balance of all other such Classes. Voting Rights will be allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M,
Class B and Class C Certificates for any Distribution Date, the aggregate
amount
of any Prepayment Interest Shortfalls (to the extent not covered by payments
by
the Master Servicer pursuant to Section 6.02) and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution
Date
shall be allocated first, to the Class C Interest based on, and to the extent
of, one month’s interest otherwise distributable thereto, and to the Class R-3
Certificates based on amounts otherwise distributable thereto, and, thereafter,
among the Class A, Class M and Class B Certificates, in each case on a
pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC I Regular Interests (other than REMIC I Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 6.02) 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 I Regular Interest AA and
REMIC
I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest
Loss Allocation Amount, 98% and 2%, respectively, and to amounts otherwise
distributable to the Class R-1 Certificates, and thereafter among REMIC I
Regular Interest AA, each REMIC I Regular Interest (other than REMIC I Regular
Interest P) for which a REMIC II Regular Interest is the Corresponding Interest
and REMIC I Regular Interest ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC II Regular Interests (other than REMIC II Regular Interest P) for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Master Servicer pursuant to
Section 6.02) and any Relief Act Interest Shortfalls incurred in respect
of the
Mortgage Loans for any Distribution Date shall be allocated among such REMIC
II
Regular Interests and the Class R-2 Certificates in the same manner and priority
as such amounts are allocable to the Corresponding Certificates and, in the
case
of REMIC II Regular Interest C, to the Class C Interest, and, in the case
of the
Class R-2 Certificates, to the Class R-3 Certificates; provided, however,
that
solely for purposes of allocating such shortfalls to such REMIC II Regular
Interests, any such shortfalls allocable to the Class A-4 Certificates shall
be
deemed to be allocated to the Class A-3 Certificates.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
REPRESENTATIONS
AND WARRANTIES
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 in the Trust
Fund.
The
Seller has entered into this Agreement in consideration for the purchase
of the
Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
and has agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
use
and benefit of the Certificateholders without recourse, all the right, title
and
interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited
with,
the Trustee or the Custodian, as its agent, the following documents or
instruments with respect to each Mortgage Loan so assigned: (i) the original
Mortgage Note, including any riders thereto, endorsed without recourse (A)
in
blank or to the order of “Xxxxx Fargo Bank, National Association, as Trustee for
Certificateholders of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1, Asset
Backed
Certificates, Series 2006-AC1”, or (B) in the case of a loan registered on the
MERS system, in blank and in each case showing to the extent available to
the
Seller an unbroken chain of endorsements from the original payee thereof
to the
Person endorsing it to the Trustee, (ii) the original Mortgage and, if the
related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language
indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded
(or if the original is not available, a copy), with evidence of such recording
indicated thereon (or if clause (x) in the proviso below applies, shall be
in
recordable form), (iii) unless the Mortgage Loan is a MOM Loan or has been
assigned in the name of MERS®, the assignment (either an original or a copy,
which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “Xxxxx Fargo Bank,
National Association, as Trustee for Certificateholders of Bear Xxxxxxx Mortgage
Funding Trust 2006-AC1, Asset Backed Certificates, Series 2006-AC1,” which shall
have been recorded (or if clause (x) in the proviso below applies, shall
be in
recordable form) (iv) an original or a copy of all intervening assignments
of
the Mortgage, if any, to the extent available to the Seller, with evidence
of
recording thereon, (v) the original policy of title insurance or mortgagee’s
certificate of title insurance or commitment or binder for title insurance,
if
available, or a copy thereof, or, in the event that such original title
insurance policy is unavailable, a photocopy thereof, or in lieu thereof,
a
current lien search on the related Mortgaged Property and (vi) originals
or
copies of all available assumption, modification or substitution agreements,
if
any; provided, however, that in lieu of the foregoing, the Seller may deliver
the following documents, under the circumstances set forth below: (x) if
any
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
have been delivered or are being delivered to recording offices for recording
and have not been returned in time to permit their delivery as specified
above,
the Depositor may deliver a true copy thereof with a certification by the
Seller
or the title company issuing the commitment for title insurance, on the face
of
such copy, substantially as follows: “Certified to be a true and correct copy of
the original, which has been transmitted for recording”; and (y) in lieu of the
Mortgage Notes relating to the Mortgage Loans identified in the list set
forth
in Exhibit I, the Depositor may deliver a lost note affidavit and indemnity
and
a copy of the original note, if available; and provided, further, however,
that
in the case of Mortgage Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing Date, the Depositor, in lieu of delivering
the
above documents, may deliver to the Trustee and its 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 Distribution Account on the
Closing Date. In the case of the documents referred to in clause (x) above,
the
Depositor shall deliver such documents to the Trustee or its Custodian promptly
after they are received. The Seller shall cause, at its expense, the Mortgage
and intervening assignments, if any, and to the extent required in accordance
with the foregoing, the assignment of the Mortgage to the Trustee to be
submitted for recording promptly after the Closing Date provided that the
Seller
need not cause to be recorded any assignment (a) in any jurisdiction under
the
laws of which, as evidenced by an Opinion of Counsel addressed to the Trustee
delivered by the Seller to the Trustee and the Rating Agencies, the recordation
of such assignment is not necessary to protect the Trustee’s interest in the
related Mortgage Loan or (b) if MERS is identified on the Mortgage or on
a
properly recorded assignment of the Mortgage as mortgagee of record solely
as
nominee for Seller and its successors and assigns. In the event that the
Seller,
the Depositor or the Master Servicer gives written notice to the Trustee
that a
court has recharacterized the sale of the Mortgage Loans as a financing,
the
Seller shall submit or cause to be submitted for recording as specified above
or, should the Seller fail to perform such obligations, the Master Servicer
shall cause each such previously unrecorded assignment to be submitted for
recording as specified above at the expense of the Trust. In the event a
Mortgage File is released to the Master Servicer as a result of such Person
having completed a Request for Release, the Custodian shall, if not so
completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
expense, within 30 days after the Closing Date, the MERS® System to indicate
that such Mortgage Loans have been assigned by the Seller to the Depositor
and
by the Depositor to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the case
of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Seller further
agrees that it will not, and will not permit the Master Servicer to, and
the
Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the
terms
of this Agreement or the Mortgage Loan Purchase Agreement.
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 the Seller, the Trustee an Initial Certification
confirming whether or not it has received the Mortgage File for each Mortgage
Loan, but without review of such Mortgage File, except to the extent necessary
to confirm whether such Mortgage File contains the original Mortgage Note
or a
lost note affidavit and indemnity in lieu thereof. No later than 90 days
after
the Closing Date, the Trustee or the Custodian on its behalf shall, for the
benefit of the Certificateholders, review each Mortgage File delivered to
it and
execute and deliver to the Seller and, if reviewed by the Custodian, the
Trustee, an Interim Certification. 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. The Seller shall
correct
or cure any such defect or, if prior to the end of the second anniversary
of the
Closing Date, the Seller may substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03 or shall deliver
to the Trustee an Opinion of Counsel addressed to the Trustee to the effect
that
such defect does not materially or adversely affect the interests of the
Certificateholders in such Mortgage Loan within 60 days from the date of
notice
from the Trustee of the defect and if the Seller fails to correct or cure
the
defect or deliver such opinion within such period, the Seller will, subject
to
Section 2.03, within 90 days from the notification of the Trustee purchase
such
Mortgage Loan at the Purchase Price; provided, however, that if such defect
relates solely to the inability of the Seller to deliver the Mortgage,
assignment thereof to the Trustee, or intervening assignments thereof with
evidence of recording thereon because such documents have been submitted
for
recording and have not been returned by the applicable jurisdiction, the
Seller
shall not be required to purchase such Mortgage Loan if the Seller delivers
such
documents promptly upon receipt, but in no event later than 360 days after
the
Closing Date.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its
behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to the Seller
and, if reviewed by the Custodian, to the Trustee, a Final Certification.
In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether each document required to be recorded has been returned
from
the recording office with evidence of recording thereon and the Trustee or
the
Custodian on its behalf has received either an original or a copy thereof,
as
required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to
such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance
and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Seller. The Seller shall correct or cure any such
defect or, if prior to the end of the second anniversary of the Closing Date,
the Seller may substitute for the related Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject
to the
conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
of Counsel addressed to the Trustee to the effect that such defect does not
materially or adversely affect the interests of Certificateholders in such
Mortgage Loan within 60 days from the date of notice from the Trustee of
the
defect and if the Seller is unable within such period to correct or cure
such
defect, or to substitute the related Mortgage Loan with a Replacement Mortgage
Loan or to deliver such opinion, the Seller shall, subject to Section 2.03,
within 90 days from the notification of the Trustee, purchase such Mortgage
Loan
at the Purchase Price; provided, however, that if such defect relates solely
to
the inability of the Seller to deliver the Mortgage, assignment thereof to
the
Trustee or intervening assignments thereof with evidence of recording thereon,
because such documents have not been returned by the applicable jurisdiction,
the Seller shall not be required to purchase such Mortgage Loan, if the Seller
delivers such documents promptly upon receipt, but in no event later than
360
days after the Closing Date.
(c) In
the
event that a Mortgage Loan is purchased by the Seller in accordance with
subsections 2.02(a) or (b) above or Section 2.03, the Seller shall remit
the
applicable Purchase Price to the Trustee, for deposit in the Distribution
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 Distribution Account and upon receipt of a Request
for
Release with respect to such Mortgage Loan, the Trustee or the Custodian
will
release to the Seller the related Mortgage File and the Trustee shall execute
and deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the Seller, as are necessary
to
vest in the Seller 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
Distribution Account was made. The Trustee shall promptly notify the Rating
Agencies of such repurchase. The obligation of the Seller to cure, repurchase
or
substitute for any Mortgage Loan as to which a defect in a constituent document
exists shall be the sole remedies respecting such defect available to the
Certificateholders or to the Trustee on their behalf.
(d) The
Seller shall deliver to the Trustee or the Custodian on its behalf, and Trustee
agrees to accept the Mortgage Note and other documents constituting the Mortgage
File with respect to any Replacement Mortgage Loan, which the Trustee or
the
Custodian will review as provided in 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 this Agreement and to perform any of its
other
obligations under this Agreement in accordance with the terms
hereof.
(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; assuming the due authorization, execution and delivery hereof
by the
other parties hereto, constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of
the court before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by it, 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 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 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.
(b) The
Seller hereby represents and warrants to the Depositor, the Master Servicer
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
and 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
this
Agreement and to perform any of its other obligations under this Agreement
in
accordance with the terms hereof or thereof.
(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; and 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 breach
of
any term or provision of the charter or by-laws of the Seller or (B) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which the
Seller is a party or by which it may be bound, or (C) constitute a violation
of
any statute, order or regulation applicable to the Seller of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over the Seller; and the Seller is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Seller’s ability to perform or meet any of
its obligations under this Agreement.
(iv) The
Seller is an approved seller of conventional mortgage loans for Xxxxxx Mae
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Seller’s knowledge, threatened,
against the Seller that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Seller
to
sell the Mortgage Loans or to perform any of its other obligations under
this
Agreement in accordance with the terms hereof or thereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller with, this Agreement or the consummation of the
transactions contemplated hereby or thereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same.
(vii) As
of the
Closing Date, the representations and warranties concerning the Mortgage
Loans
set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and
correct in all material respects.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that
materially and adversely affects the interests of the Certificateholders
in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice thereof to the other parties of this Agreement. The Seller hereby
covenants with respect to the representations and warranties set forth in
Section 7 of the Mortgage Loan Purchase Agreement, 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 Custodian of
a
Request for Release. The Seller shall furnish to the Trustee the Officer’s
Certificate required under Section 2.03(c) relating to such cure. The Trustee
shall give prompt written notice to the parties hereto if it does not receive
such Officer’s Certificate from the Seller certifying as to the cure of the
breached representation or warranty within 90 days of its receipt (or giving,
as
the case may be) or the notice of discovery of the breach, as referenced
above.
The Seller shall promptly reimburse the Trustee for any expenses reasonably
incurred by the Trustee in respect of enforcing the remedies for such breach.
To
enable the Seller 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 Trustee whether it intends either to repurchase, or to substitute
for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties in Section 7 of the Mortgage Loan Purchase
Agreement 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 or the
Trustee that the substance of such representation and warranty is inaccurate
and
such inaccuracy materially and adversely affects the value of the related
Mortgage Loan, notwithstanding the 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 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 shall be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Replacement Mortgage Loans in the Due Period related to the Distribution
Date on
which such proceeds are to be distributed shall not be part of the Trust
Fund
and shall 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 Seller shall amend the Mortgage Loan Schedule for the
benefit
of the Certificateholders to reflect the removal of such Deleted Mortgage
Loan
and the substitution of the Replacement Mortgage Loan or Loans and the Seller
shall deliver the amended Mortgage Loan Schedule to the Trustee, the Master
Servicer 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 of the Mortgage Loan Purchase Agreement
with
respect to such Mortgage Loan. Upon any such substitution and the deposit
into
the Distribution 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 furnished to it 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 Distribution Account by the Master Servicer upon receipt from the Seller
delivering such Replacement Mortgage Loan on the Determination Date for the
Distribution Date relating to the Prepayment Period during which the related
Mortgage Loan became required to be purchased or replaced
hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Purchase
Price
therefor shall be deposited into the Distribution Account maintained by the
Trustee, 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 furnished to it by the Seller, in each
case without recourse, representation or warranty, as shall be necessary
to
transfer title from the Trustee for the benefit of the Certificateholders
and
transfer the Trustee’s interest to the Seller to any Mortgage Loan purchased
pursuant to this Section 2.03.
In
connection with any repurchase or substitution of a Mortgage Loan or the
cure of
a breach of a representation or warranty set forth in Section 7 of the Mortgage
Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall promptly
furnish to the Trustee an Officer’s Certificate, signed by a duly authorized
officer of the Seller to the effect that such repurchase, substitution or
cure
has been made in accordance with the terms and conditions of this Agreement
and
that all conditions precedent to such repurchase, substitution or cure have
been
satisfied, including the delivery to the Trustee of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution
Account, together with copies of any Opinion of Counsel required to be delivered
pursuant to this Agreement and the related Request for Release, on which
the
Trustee may rely. Solely for purposes of the Trustee providing an Assessment
of
Compliance, upon receipt of such documentation, the Trustee shall approve
such
repurchase, substitution or cure, as applicable, and which approval shall
consist solely of the Trustee’s receipt of such documentation and deposits. It
is understood and agreed that the obligation under this Agreement of the
Seller
to cure the breach of a representation or warranty set forth in Section 7
of the
Mortgage Loan Purchase Agreement or to 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
Certificateholders, the Depositor or the Trustee.
(d) The
representations and warranties set forth in 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 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 action on its part, the execution,
delivery and performance of this Agreement; and this Agreement, assuming
the due
authorization, execution and delivery hereof and thereof by the other parties
hereto and thereto, 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 are in the ordinary course of business of
the
Depositor and will not (A) result in a breach of any term or provision of
the
organizational documents 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.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with, this Agreement or the consummation
of
the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Depositor has obtained the same;
and
(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 Seller, 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
the
immediately preceding paragraph shall survive delivery of the Mortgage Files
to
the Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor, the 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 or REMIC V or contributions after the Closing
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively,
or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
fail
to qualify as a REMIC at any time that any Certificates are outstanding.
Any
Mortgage Loan as to which repurchase or substitution was delayed pursuant
to
this paragraph shall be repurchased or the substitution therefor shall occur
(subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
the
occurrence of a default or a default becoming reasonably foreseeable with
respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion
of
Counsel addressed to the Trustee to the effect that such repurchase or
substitution, as applicable, will not result in the events described in clause
(i) or clause (ii) of the preceding sentence.
(b) Upon
discovery by the Depositor, the Seller, the Custodian 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, or the Custodian on its behalf, shall require the Seller, at
the
Seller’s option, to either (i) substitute, if the conditions in Section 2.03(d)
with respect to substitutions are satisfied, a Replacement Mortgage Loan
for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
90
days of such discovery in the same manner as it would a Mortgage Loan for
a
breach of representation or warranty contained in Section 2.03. The Trustee,
or
the Custodian on its behalf, shall reconvey to the Seller the Mortgage Loan
to
be released pursuant hereto (and the Custodian shall deliver the related
Mortgage File) in the same manner, and on the same terms and conditions,
as it
would a Mortgage Loan repurchased for breach of a representation or warranty
contained in Section 2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust
Fund
and, concurrently with such transfer and assignment, has executed, countersigned
and delivered, to or upon the order of the Depositor, the Certificates in
authorized denominations evidencing the entire ownership of the Trust Fund.
The
Trustee agrees to hold the Trust Fund and exercise the rights referred to
above
for the benefit of all present and future Holders of the Certificates and
to
perform the duties set forth in this Agreement in accordance with its
terms.
(b) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Interests. 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 Interests.
(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 Certificates (other than the Class C, Class P and Class R
Certificates), the Class C Interest, the Class P Interest and the Class R-3
Certificates. The Trustee acknowledges receipt of the REMIC II Regular Interests
(which are uncertificated) and the other assets of REMIC III and declares
that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the Certificates (other than the Class C, Class P and Class
R
Certificiates), the Class C Interest, the Class P Interest and the Class
R-3
Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
C Interest for the benefit of the Holders of the Class C Certificates and
the
Class RX Certificates (in respect of the Class R-4 Interest). The Trustee
acknowledges receipt of the Class C Interest (which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive
use and
benefit of the Holders of the Class C Certificates and the Class RX Certificates
(in respect of the Class R-4 Interest).
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
P Interest for the benefit of the Holders of the Class P Certificates and
the
Class RX Certificates (in respect of the Class R-5 Interest). 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 Class P Certificates and the Class RX Certificates
(in respect of the Class R-5 Interest).
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as
may be
required in connection with conservation of the Trust Fund and the making
of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF
THE
MORTGAGE
LOANS
Section
3.01 The
Master Servicer to act as Master Servicer.
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with customary and usual standards of practice of prudent mortgage loan
servicers in the respective states in which the related Mortgaged Properties
are
located. In connection with such servicing and administration, the Master
Servicer shall have full power and authority, acting alone and/or through
subservicers as provided in Section 3.03, to do or cause to be done any and
all
things that it may deem necessary or desirable in connection with such servicing
and administration, including but not limited to, the power and authority,
subject to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders, 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 related 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 relating to the Mortgage Loans, which advances shall be reimbursable
in the first instance from related collections from the Mortgagors pursuant
to
Section 5.04, and further as provided in Section 5.02. All costs incurred
by the
Master Servicer, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties relating to the Mortgage Loans 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 shall 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 9.01,
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. 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 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 or Insurance Proceeds 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, 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 the Distribution Account or in any Escrow Account, or
any
funds that otherwise are or may become due or payable to the Trustee for
the
benefit of the Certificateholders, to any claim, lien, security interest,
judgment, levy, writ of attachment or other encumbrance, or assert by legal
action or otherwise any claim or right of set off against any Mortgage File
or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that 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
5.01,
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 5.02. 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 related 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 relating to the
Mortgage Loans and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured’s claim) as shall be necessary to
realize recovery under such Insurance Policies. Any proceeds disbursed to
the
Master Servicer in respect of such Insurance Policies shall be promptly
deposited in the Protected Account upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims
on the
related Mortgage Loan to the insurer under any applicable Insurance Policy
need
not be so deposited (or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take any action that would result in noncoverage
under
any applicable Primary Mortgage Insurance Policy of any loss which, but for
the
actions of the Master Servicer would have been covered thereunder. The Master
Servicer shall use its best efforts to keep in force and effect (to the extent
that the Mortgage Loan requires the Mortgagor to maintain such insurance),
Primary Mortgage Insurance applicable to each Mortgage Loan. The Master Servicer
shall not cancel or refuse to renew any such Primary Mortgage Insurance Policy
that is in effect at the date of the initial issuance of the related Mortgage
Note and is required to be kept in force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policies relating to the Mortgage Loans 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 5.01, 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 5.02 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.
The
Master Servicer shall provide to the Trustee and the Depositor evidence of
the
authorization of the person signing any certification or statement, copies
or
other evidence of fidelity bond and errors and omissions insurance, financial
information and reports, and such other information related to the Master
Servicer or any subservicer engaged by it or the Master Servicer’s or such
subservicer’s performance hereunder or under the related Subservicing Agreement
as may be reasonably requested by the Trustee or the Depositor.
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 or Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant
to
Section 5.02). 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
5.02.
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 related 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 such 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 a default becoming reasonably
foreseeable on a Mortgage Loan, the Master Servicer shall dispose of such
Mortgaged Property prior to three years after its acquisition by the Trust
Fund
or, at the expense of the Trust Fund, request more than 60 days prior to
the day
on which such three-year period would otherwise expire, an extension of the
three-year grace period unless the Trustee shall have been supplied with
an
Opinion of Counsel addressed to the Trustee (such opinion not to be an expense
of the Trustee) to the effect that the holding by the Trust Fund of such
Mortgaged Property subsequent to such three-year period will not result in
the
imposition of taxes on “prohibited transactions” of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V as defined in Section 860F of the Code or cause
either
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a
REMIC
at any time that any Certificates are outstanding, in which case the Trust
Fund
may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision
of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be
rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the Trust Fund in such a manner or pursuant to
any
terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to
the
imposition of any federal, state or local income taxes on the income earned
from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the Master Servicer has agreed to indemnify and hold harmless the Trust Fund
with respect to the imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage Loan
shall
be subject to a determination by the Master Servicer that the proceeds of
such
foreclosure would exceed the costs and expenses of bringing such a proceeding.
The income earned from the management of any Mortgaged Properties acquired
through foreclosure or other judicial proceeding, net of reimbursement to
the
Master Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of unreimbursed Servicing Fees,
Advances, Servicing Advances and any management fee paid or to be paid with
respect to the management of such Mortgaged Property, shall be applied to
the
payment of principal of, and interest on, the related defaulted Mortgage
Loans
(with interest accruing as though such Mortgage Loans were still current)
and
all such income shall be deemed, for all purposes in the Agreement, to be
payments on account of principal and interest on the related Mortgage Notes
and
shall be deposited into the Protected Account. To the extent the income received
during a Prepayment Period is in excess of the amount attributable to amortizing
principal and accrued interest at the related Mortgage Rate on the related
Mortgage Loan, such excess shall be considered to be a partial Principal
Prepayment for such Mortgage Loan for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a related Mortgage Loan, net
of any
payment to the Master Servicer as provided above, shall be deposited in the
Protected Account 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, shall 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 5.02 or this Section 3.09; second,
to
reimburse the Master Servicer for any unreimbursed Advances pursuant to Section
5.02 or this Section 3.09; third, to accrued and unpaid interest (to the
extent
no Advance has been made for such amount) on the Mortgage Loan or related
REO
Property, at the Net Mortgage Rate to the first day of the month in which
such
amounts are required to be distributed; and fourth, as a recovery of principal
of the Mortgage Loan.
(b) On
each
Determination Date, the Master Servicer shall determine the respective aggregate
amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the
related Prepayment Period.
(c) The
Master Servicer has no intent to foreclose on any Mortgage Loan based on
the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Master Servicer from initiating foreclosure proceedings
on
any date hereafter if the facts and circumstances of such Mortgage Loans
including delinquency characteristics in the Master Servicer’s discretion so
warrant such action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Master Servicer shall be entitled
to retain or withdraw from its 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, 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 5.02. 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 5.02.
EMC
shall
be entitled to retain any Prepayment Interest Excess.
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of
any
related Mortgage Loan, the deed or certificate of sale shall be issued to
the
Trustee, or to its nominee, on behalf of the related Certificateholders.
The
Master Servicer shall sell any such 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 in respect of any Mortgage Loan into
the
Protected Account maintained by the Master Servicer.
(c) The
Master Servicer, upon the final disposition of any REO Property in respect
of
any Mortgage Loan, 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 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
3.14 Annual
Statement as
to
Compliance.
The
Master Servicer and the Trustee shall deliver (or otherwise make available)
to
the Depositor, Master Servicer and the Trustee not later than March
15th
of each
calendar year beginning in 2007, an Officer’s Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge, based on such review, such
party has fulfilled all of its obligations under this Agreement in all material
respects throughout such year, or, if there has been a failure to fulfill
any
such obligation in any material respect, specifying each such failure known
to
such officer and the nature and status of the cure provisions thereof. Such
Annual Statement of Compliance shall contain no restrictions or limitations
on
its use. In the event that certain servicing responsibilities with respect
to
any Mortgage Loan have been delegated by the Master Servicer to a subservicer
or
subcontractor, each such entity shall cause such subservicer or subcontractor
to
deliver a similar Annual Statement of Compliance by such subservicer or
subcontractor to the Depositor, the Master Servicer and the Trustee as described
above as and when required with respect to the Master Servicer.
Failure
of the Master Servicer to comply with this Section 3.14 (including with respect
to the timeframes required herein) shall be deemed an Event of Default, and
at
the written direction of the Depositor, the Trustee shall, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon
notice
immediately terminate all of 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 (but subject to the
Master
Servicer’s right to reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). 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 related
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 shall,
in
addition to whatever rights the Depositor may have under this Agreement and
at
law or 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 (but subject
to
the Trustee’s right to reimbursement of all amounts for which it is entitled to
be reimbursed prior to the date of termination). 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 3.14 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
3.15 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 (to the extent set forth
in
this Section) (each, an “Attesting Party”) shall deliver (or otherwise make
available) to the Master Servicer, the Trustee and the Depositor on or before
March 15th
of each
calendar year beginning in 2007, a report 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 an authorized officer of such Attesting Party of its authority
and
responsibility for assessing compliance with the Servicing Criteria applicable
to the related Attesting Party;
(b) A
statement by an authorized 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
the
related 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.
On
or
before March 15th
of each
calendar year beginning in 2007, each Attesting Party shall furnish to the
Master Servicer, the Depositor and the Trustee a report (an “Attestation
Report”) by a registered public accounting firm that attests to, and reports on,
the Assessment of Compliance made by the related Attesting Party, as required
by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
AB,
which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
The
Master Servicer shall cause, any subservicer and each subcontractor determined
by it to be “participating in the servicing function” within the meaning of Item
1122 of Regulation AB to deliver to the Trustee, the Master Servicer and
the
Depositor an Assessment of Compliance and Attestation Report as and when
provided above. Such Assessment of Compliance, as to any subservicer or
subcontractor, shall at a minimum address the applicable Servicing Criteria
specified on Exhibit N hereto which are indicated as applicable to the “master
servicer” to the extent such subservicer or subcontractor is performing any
servicing function for the party who engages it and to the extent such party
is
not itself addressing the Servicing Criteria related to such servicing function
in its own Assessment of Compliance. The Trustee shall confirm that each
of the
Assessments of Compliance delivered to it, taken as a whole, address all
of the
Servicing Criteria and taken individually address the Servicing Criteria
for
each party as set forth in Exhibit N and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor, an Assessment of
Compliance is not required to be delivered unless it is required as part
of a
Form 10-K with respect to the Trust Fund.
In
addition, for the avoidance of doubt and without duplication, the Master
Servicer shall (and shall cause each subservicer engaged by it to) provide
the
following information to the Depositor and the Trustee: (A) any Event of
Default
hereunder and any subservicer event of default under the terms of the related
Subservicing Agreement, (B) any merger, consolidation or sale of substantially
all of the assets of the Master Servicer or, to the best of the Master
Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry
into an agreement with a subservicer to perform or assist in the performance
of
any of the Master Servicer’s obligations.
In
addition, the Master Servicer, shall cause each subservicer engaged by it
to
provide the following information to the Depositor and the Trustee, to the
extent applicable, within the timeframes that the Master Servicer would
otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(B) material
breaches of pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset changes (such as, additions, substitutions or repurchases),
and
any material changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
AB).
The
Custodian shall deliver to the Master Servicer, the Trustee and the Depositor
an
Assessment of Compliance and Attestation Report, as and when provided above,
which shall at a minimum address each of the Servicing Criteria specified
on
Exhibit N hereto which are indicated as applicable to a “custodian”.
Notwithstanding the foregoing, an Assessment of Compliance or Attestation
Report
is not required to be delivered by any Custodian unless it is required as
part
of a Form 10-K with respect to the Trust Fund.
Failure
of the Master Servicer to comply with this Section 3.15 (including with respect
to the timeframes required herein) shall
constitute an
Event
of Default, and at the written direction of the Depositor the Trustee shall,
in
addition to whatever rights the Trustee may have under this Agreement and
at law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of 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 (but
subject to the Master Servicer’s right to reimbursement of all amounts for which
it is entitled to be reimbursed prior to the date of termination). Failure
of
the Trustee to comply with this Section 3.15 (including with respect to the
timeframes required in this Section) which failure results in a failure to
timely file the related Form 10-K, shall constitute a default and the Depositor
shall, in addition to whatever rights the Depositor may have under this
Agreement and at law or 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 (but
subject to the Trustee’s right to reimbursement of all amounts for which it is
entitled to be reimbursed prior to the date of termination). This paragraph
shall supersede any other provision in this Agreement or any other agreement
to
the contrary.
Section
3.16 Reports
Filed with Securities and Exchange Commission.
(a) (i)
(A)
Within
15 days after each Distribution Date, the Trustee shall, in accordance with
industry standards, prepare and file with the Commission via the Electronic
Data
Gathering and Retrieval System (“XXXXX”), a Distribution Report on Form 10-D,
signed by the Master Servicer, with a copy of the Monthly Statement to be
furnished by the Trustee to the Certificateholders for such Distribution
Date;
provided that, the Trustee shall have received no later than five (5) calendar
days after the related Distribution Date, all information required to be
provided to the Trustee as described in clause (a)(iv) below. Any disclosure
that is in addition to the Monthly Statement and that is required to be included
on Form 10-D (“Additional Form 10-D Disclosure”) shall
be,
pursuant to the paragraph immediately below, reported by the parties set
forth
on Exhibit O to the Trustee and the Depositor and approved for inclusion
by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting (other than with respect to when it is the reporting party
as set
forth in Exhibit O) and approval.
(B) Within
five (5) 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 by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise
agreed upon by the Trustee and the Depositor and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable, and (ii)
the
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Depositor shall be responsible for any reasonable fees and expenses assessed
or
incurred by the Trustee in connection with including any Additional Form
10-D
Disclosure on Form 10-D pursuant to this Section.
(C) After
preparing the Form 10-D, the Trustee shall forward electronically a copy
of the
Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure
and
otherwise if requested by the Depositor) and the Master Servicer for review.
Within
two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date (provided that, the Trustee forwards
a
copy of the Form 10-D no later than the 10th
calendar
after the Distribution Date), the Depositor shall notify the Trustee in writing
(which may be furnished electronically) of any changes to or approval of
such
Form 10-D. In the absence of receipt of any written changes or approval,
the
Trustee shall be entitled to assume that such Form 10-D is in final form
and the
Trustee may proceed with the execution and filing of the Form 10-D. No later
than the 13th 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
shall follow the procedures set forth in Section 3.16(a)(v)(B). Promptly
(but no
later than one (1) Business Day) after filing with the Commission, the Trustee
shall make available on its internet website identified in Section 6.06 a
final
executed copy of each Form 10-D filed by the Trustee. The signing party at
the
Master Servicer can be contacted as set forth in Section 12.05. Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the
Trustee
in writing, no later than the fifth calendar day after the related Distribution
Date with respect to the filing of a report on Form 10-D if the answer to
the
questions should be “no”. The Trustee shall be entitled to rely on the
representations in Section 2.04(vi) and in any such notice in preparing,
executing and/or filing any such report. 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, execution 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. Neither
the
Master Servicer nor the Trustee shall have any liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file such Form 10-D, where such failure results from
a
party’s failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 10-D, not resulting
from its own negligence, bad faith or willful misconduct.
(ii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file, at the direction of the Depositor, on behalf of the
Trust, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file the initial Form 8-K in connection with the issuance
of the
Certificates. Any disclosure or information related to a Reportable Event
or
that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit O to the Trustee and the Depositor and approved
for inclusion by the Depositor, and the Trustee will have no duty or liability
for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than in the case where the Trustee
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,
no
later than the close of business on the 2nd Business Day after the occurrence
of
a Reportable Event (i) 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 by a responsible officer thereof, 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 shall approve,
as
to form and substance, or disapprove, as the case may be, the inclusion of
the
Form 8-K Disclosure Information on Form 8-K. The Depositor shall be responsible
for any reasonable fees and expenses assessed or 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 copy of
the
Form 8-K to the Depositor and the Master Servicer for review. No later than
the
close 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. Promptly, but no later than the close of business on the 3rd Business
Day after the Reportable Event (provided that, the Trustee forwards a copy
of
the Form 8-K no later than noon New York time on the third Business Day after
the Reportable Event), the Depositor shall notify the Trustee in writing
(which
may be furnished electronically) of any changes to or approval of such Form
8-K.
In the absence of receipt of any written changes or approval, the Trustee
shall
be entitled to assume that such Form 8-K is in final form and the Trustee
may
proceed with the execution and filing of the Form 8-K. If a Form 8-K cannot
be
filed on time or if a previously filed Form 8-K needs to be amended, the
Trustee
shall follow the procedures set forth in Section 3.16(a)(v)(B). Promptly
(but no
later than one (1) Business Day) after filing with the Commission, the Trustee
shall, make available on its internet website a final executed copy of each
Form
8-K filed by the Trustee. The signing party at the Master Servicer can be
contacted as set forth in Section 12.05. The parties to this Agreement
acknowledge that the performance by Master Servicer and the Trustee of their
respective duties under this Section 3.16(a)(ii) related to the timely
preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under this Section 3.16(a)(ii). Neither the Master Servicer nor the Trustee
shall have any liability for any loss, expense, damage, claim arising out
of or
with respect to any failure to properly prepare, execute and/or timely file
such
Form 8-K, where such failure results from a party’s failure to deliver, on a
timely basis, any information from such party needed to prepare, arrange
for
execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.
(iii) (A)
Within 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2007, the Trustee shall prepare and file
on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (I) an annual compliance statement
for
the
Master
Servicer and any subservicer or subcontractor, as applicable, as described
under
Section 3.14, (II)(A) the annual reports on assessment of compliance with
Servicing Criteria for the Master Servicer, each subservicer and subcontractor
participating in the servicing function, the Trustee and the Custodian, as
described under Section 3.15, and (B) if any such report on assessment of
compliance with Servicing Criteria described under Section 3.15 identifies
any
material instance of noncompliance, disclosure identifying such instance
of
noncompliance, or if any such report on assessment of compliance with Servicing
Criteria described under Section 3.15 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, each subservicer,
each
subcontractor, as applicable, and the Custodian, as described under Section
3.15, and (B) if any registered public accounting firm attestation report
described under Section 3.15 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered
public accounting firm attestation report is not included as an exhibit to
such
Form 10-K, disclosure that such report is not included and an explanation
why
such report is not included, and (IV) a Xxxxxxxx-Xxxxx Certification as
described in Section 3.16(a)(iii)(D) below (provided, however, that the Trustee,
at its discretion, may omit from the Form 10-K any annual compliance statement,
assessment of compliance or attestation report that is not required to be
filed
with such Form 10-K pursuant to Regulation AB). Any disclosure or information
in
addition to (I) through (IV) above that is required to be included on Form
10-K
(“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph
immediately below, reported by the parties set forth on Exhibit O to the
Trustee
and the Depositor and approved for inclusion 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 in
the
case where the Trustee is the reporting party as set forth in Exhibit O)
and
approval.
(B) No
later
than March 15th
of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, (i) the parties set forth in Exhibit O shall be required
to
provide pursuant to Section 3.16(a)(iv) below to the Trustee and the Depositor,
to the extent known by a responsible officer thereof, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Trustee and
the
Depositor and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, and (ii) the Depositor will approve, as to form
and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for
any
reasonable fees and expenses assessed or incurred by the Trustee in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant
to this
Section.
(C) After
preparing the Form 10-K, the Trustee shall forward electronically a copy
of the
Form 10-K to the Depositor (only in the case where such Form 10-K includes
Additional Form 10-K Disclosure and otherwise if requested by the Depositor)
and
the Master Servicer for review. Within three Business Days after receipt
of such
copy, but no later than March 25th
(provided that, the Trustee forwards a copy of the Form 10-K no later than
the
third Business Day prior to March 25th), the Depositor shall notify the Trustee
in writing (which may be furnished electronically) of any changes to or approval
of such Form 10-K. In the absence of receipt of any written changes or approval,
the Trustee shall be entitled to assume that such Form 10-K is in final form
and
the Trustee may proceed with the execution and filing of the Form 10-K. No
later
than the close of business Eastern Standard time on the 4th Business Day
prior
to the 10-K Filing Deadline, an officer of the Master Servicer in charge
of the
master 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)(B). Promptly (but no later than
one
(1) Business Day) after filing with the Commission, the Trustee shall make
available on its internet website a final executed copy of each Form 10-K
filed
by the Trustee. The signing party at the Master Servicer can be contacted
as set
forth in Section 12.05. 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 March 15th after
the related Distribution Date with respect to the filing of a report on Form
10-K, if the answer to the questions should be “no”. The Trustee shall be
entitled to rely on the representations in Section 2.04(vi) and in any such
notice in preparing, executing and/or filing any such report. The parties
to
this Agreement acknowledge that the performance by the Trustee of its duties
under Sections 3.16(a)(iv) and (v) related to the timely preparation, execution
and filing of Form 10-K is contingent upon such parties strictly observing
all
applicable deadlines in the performance of their duties under such Sections
and
Sections 3.14 and Section 3.15. The Trustee shall not have any liability
for any
loss, expense, damage, claim arising out of or with respect to any failure
to
properly prepare, execute and/or timely file such Form 10-K, where such failure
results from the Trustee’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence,
bad
faith or willful misconduct.
(D) Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required
to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which shall be
signed by the Certifying Person and delivered to the Trustee no later than
March
15th
of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act. 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 10th 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. An officer
of the Master Servicer in charge of the master servicing function shall serve
as
the Certifying Person on behalf of the Trust. Such officer of the Certifying
Person can be contacted as set forth in Section 12.05. In connection with
the
filing of any 10-K hereunder, the Trustee shall sign a Back-Up Certification
substantially in the form attached hereto as Exhibit M for the Depositor
regarding certain aspects of the Form 10-K certification signed by the Master
Servicer; provided, however, the Trustee shall not be required to undertake
an
analysis of any accountant’s report as an exhibit to the Form 10-K.
(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, 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. Such Additional
Disclosure shall be accompanied by a notice substantially in the form of
Exhibit
P. Each of the Master Servicer, the Seller and the Depositor hereby agrees
to
notify and provide to the extent known to the Master Servicer, the Seller
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. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Trustee in connection
with including any Additional Disclosure information pursuant to this
Section.
(v) (A)
On or
prior to January 30th of the first year in which the Trustee is able to do
so
under applicable law, the Trustee shall prepare and 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 Form 8-K, 10-D or 10-K required to be filed by this
Agreement because required disclosure information was either not delivered
to it
or delivered to it after the delivery deadlines set forth in this Agreement
or
for any other reason, the Trustee shall promptly notify the Depositor and
the
Master Servicer. In the case of Form 10-D and 10-K, the Depositor, the Master
Servicer and the Trustee shall cooperate to prepare and file a Form 12b-25
and a
10-DA and 10-KA 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 Form 8-K, 10-D or 10-K needs to be amended, and such amendment
relates to any Additional Disclosure, the Trustee shall notify the Depositor
and
the parties affected thereby and such parties will cooperate to prepare any
necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment
to
Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master
Servicer. The parties hereto acknowledge that the performance by the Trustee
of
its respective duties under this Section 3.16(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
to
Form 8-K, 10-D or 10-K is contingent upon the Master Servicer and the Depositor
timely performing their duties under this Section. The Trustee shall not
have
any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file any
such
Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such
failure results from a party’s failure to deliver, on a timely basis, any
information from such party needed to prepare, arrange for execution or file
such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement, the Mortgage Loans as the Trustee reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Trustee shall have no responsibility to file any items other than those
specified in this Section 3.16; provided, however, the Trustee shall cooperate
with the Depositor in connection with any additional filings with respect
to the
Trust Fund as the Depositor deems necessary under the Exchange Act. Fees
and
expenses incurred by the Trustee in connection with this Section 3.16 shall
not
be reimbursable from the Trust Fund.
(b) The
Depositor shall indemnify and hold harmless the Trustee 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 obligations of the Depositor under Sections 3.14,
3.15 and 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 Master
Servicer, the Trustee and each of 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 (i) any untrue statement or alleged
untrue statement of any material fact contained in any Additional Disclosure
provided by the Depositor that is required to be filed pursuant to this Section
3.16 (the
“Depositor Information”),
or
(ii)
any 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 this paragraph shall be construed solely by reference
to the
Depositor Information that is required to be filed 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.
The
Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
and each of its 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
Sections 3.14, 3.15 and 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 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
Annual Statement of Compliance, any Assessment of Compliance or any Additional
Disclosure provided by the Master Servicer on its behalf or on behalf of
any
subservicer or subcontractor engaged by the Master Servicer pursuant to Section
3.14, 3.15 or 3.16 (the
“Master Servicer Information”), or (ii) any 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 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 Depositor, the Trustee or the Master Servicer, as applicable,
then
the defaulting party, in connection with any conduct for which it is providing
indemnification under this Section 3.16(b), 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.
The
indemnification provisions set forth in this Section 3.16(b) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Failure
of the Master Servicer to comply with this Section 3.16 (including with respect
to the timeframes required herein) shall, constitute an Event of Default,
and at
the written direction of the Depositor the Trustee shall, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon
notice
immediately terminate all of 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 (but subject to the
Master
Servicer’s right to reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). This paragraph shall supersede
any
other provision in this Agreement or any other agreement to the contrary.
In
connection with the termination of the Master Servicer pursuant to this Section
3.16(d), the Trustee shall be entitled to reimbursement of all costs and
expenses associated with such termination to the extent set forth in Section
10.05. Notwithstanding anything to the contrary in this Agreement, no Event
of
Default by the Master Servicer shall have occurred with respect to any failure
to properly prepare, execute and/or timely file any report on Form 8-K, Form
10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K,
10-D or 10-K, where such failure results from any party’s failure to deliver, on
a timely basis, any information from such party needed to prepare, arrange
for
execution or file any such report, Form or amendment, and does not result
from
its own negligence, bad faith or willful misconduct.
(d) Notwithstanding
the provisions of Section 12.01, this Section 3.16 may be amended without
the
consent of the Certificateholders.
(e) Any
report, notice or notification to be delivered by the Master Servicer or
the
Trustee to the Depositor pursuant to this Section 3.16, may be delivered
via
email to or,
in
the case of a notification, telephonically by calling Reg AB Compliance Manager
at 000-000-0000.
Section
3.17 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.14, 3.15
and
3.16 of this Agreement is to facilitate compliance by the Seller, the Depositor
and the Master Servicer with the provisions of Regulation AB. Therefore,
each of
the parties agrees that (a) the obligations of the parties hereunder shall
be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB,
(c) the parties shall comply with reasonable requests made by the Seller,
the
Depositor, the Master Servicer or the Trustee for delivery of additional
or
different information as the Seller, the Depositor, the Master Servicer or
the
Trustee 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 obligations of the parties to this transaction
as
are necessary to accommodate evolving interpretations of the provisions of
Regulation AB.
Section
3.18 UCC.
The
Seller shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
3.19 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
delinquent in payment by 90 days or more or is an REO Property, the Seller
shall
have the right to purchase any such Mortgage Loan or REO Property from the
Trust
at a price equal to the Purchase Price; provided however (i) that such Mortgage
Loan is still 90 days or more delinquent or is an REO Property as of the
date of
such purchase and (ii) this purchase option, if not theretofore exercised,
shall
terminate on the date prior to the last day of the related Fiscal Quarter.
This
purchase option, if not exercised, shall not be thereafter reinstated unless
the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal
Quarter.
In
addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust
if
the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date
and
the initial Monthly Payment is not made within thirty (30) days of such Due
Date. Such purchase shall be made at a price equal to the Repurchase Price.
If
at any time EMC remits to the Trustee a payment for deposit in the Distribution
Account covering the amount of the Repurchase 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 Distribution
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 REMIC-Related
Covenants.
For
as
long as each REMIC created hereunder shall exist, the Trustee 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 particular, the Trustee
shall
not (a) sell or permit the sale of all or any portion of the Mortgage Loans
or
of any investment of deposits in an Account (except as otherwise expressly
permitted by this Agreement) unless such sale is as a result of a repurchase
of
the Mortgage Loans pursuant to this Agreement or the Trustee has received
a
REMIC Opinion addressed to the Trustee prepared at the expense of the Trust
Fund; (b) other than with respect to a substitution pursuant to the Mortgage
Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable,
accept
any contribution to any REMIC after the Startup Day without receipt of a
REMIC
Opinion; or (c) or acquire any assets for any REMIC other than any REO Property
after the Startup Day without receipt of a REMIC Opinion.
Section
3.21 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall retain possession
and custody of the originals (to the extent available) of any Primary Mortgage
Insurance Policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to
time
as contemplated by this Agreement. Until all amounts distributable in respect
of
the Certificates have been distributed in full and the Master Servicer otherwise
has fulfilled its obligations under this Agreement, the Trustee (or its
Custodian, if any, as directed by the Trustee) shall also retain possession
and
custody of each Mortgage File in accordance with and subject to the terms
and
conditions of this Agreement. The Master Servicer shall promptly deliver
or
cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Master Servicer from time to time.
ARTICLE
IV
[RESERVED]
ARTICLE
V
ACCOUNTS
Section
5.01 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 6.01. The Master Servicer
shall not be required to institute or join in litigation with respect to
collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
or against any public or governmental authority with respect to a taking
or
condemnation) if it reasonably believes that enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required is
prohibited by applicable law. In
addition, if (x) a Mortgage Loan is in default or default is reasonably
foreseeable, the Master Servicer may also waive, modify or vary any term
of any
Mortgage Loan or consent to the postponement of strict compliance with any
such
term or in any manner grant indulgence to any mortgagor, including without
limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding
such amount to the outstanding principal balance of the Mortgage Loan, (2)
defer
such amounts to a later date or the final payment date of such Mortgage Loan,
(3) extend the maturity of any such Mortgage Loan, but in no instance past
the
date on which the final payment is due on the latest maturing Mortgage Loan
as
of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject
to
clause (y) below), provided that, in the Master Servicer’s determination such
waiver, modification, postponement or indulgence is not materially adverse
to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), or (y) the Master Servicer
delivers to the Trustee a certification addressed to the Trustee, based on
the
advice of counsel or certified public accountants, in either case, that have
a
national reputation with respect to taxation of REMICs, that a modification
of
such Mortgage Loan will not result in the imposition of taxes on or disqualify
from REMIC status any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC
V, the
Master Servicer may, (A) amend the related Mortgage Note to reduce the Mortgage
Rate applicable thereto, provided that such reduced Mortgage Rate shall in
no
event be lower than 5.00% with respect to any Mortgage Loan and (B) amend
any
Mortgage Note to extend the maturity thereof.
In
accordance with the standards of the first paragraph of Section 3.01, 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 Class P Certificates, by remitting such amount to the
Trustee
by the Remittance Date.
(b) The
Master Servicer shall establish and maintain a Protected Account (which shall
at
all times be an Eligible Account) with a depository institution in the name
of
the Master Servicer for the benefit of the Trustee on behalf of the
Certificateholders and designated “Xxxxx Fargo, National Association, in trust
for registered holders of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1,
Asset-Backed Certificates, Series 2006-AC1”. 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 related
Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds 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
5.01(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 5.02, 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 items requiring reconciliation will be resolved
within 90 calendar days of their original identification. All funds deposited
in
the Protected Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 5.02.
(c) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Master Servicer, in Permitted
Investments which shall mature not later than the Remittance Date and shall
not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain net of any losses realized from any
such
investment shall be for the benefit of the Master Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The
amount
of any losses incurred in the Protected Account in respect of any such
investments shall be deposited by the Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(d) The
Master Servicer shall give at least 30 days advance notice to the Trustee,
the
Seller, the Master Servicer, each Rating Agency and the Depositor of any
proposed change of location of the Protected Account prior to any change
thereof.
Section
5.02 Permitted
Withdrawals From the Protected Account.
(a) The
Master Servicer may from time to time make withdrawals from the Protected
Account for the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Master
Servicer), as servicing compensation in accordance with Section 3.10, that
portion of any payment of interest that equals the Servicing Fee for the
period
with respect to which such interest payment was made, and, as additional
servicing compensation, those other amounts set forth in Section
3.10;
(ii) to
reimburse the Master Servicer for Advances made by it with respect to the
Mortgage Loans, provided, however, that the Master Servicer’s right of
reimbursement pursuant to this subclause (ii) shall be limited to amounts
received on particular Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds and 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 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, the Depositor or itself, as applicable, with respect to each
Mortgage Loan or property acquired in respect thereof that has been purchased
pursuant to Section 2.02, 2.03 or 4.20 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 8.04
of this
Agreement;
(viii) to
withdraw pursuant to Section 5.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(ix) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 11.01 hereof.
In
addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the
Master Servicer shall withdraw from the Protected Account and remit to the
Trustee the amount required to be withdrawn therefrom pursuant to Section
5.08
hereof. With respect to any remittance received by the Trustee from the Master
Servicer after the date on which such remittance was due, the Master Servicer
shall pay to the Trustee interest on any such late remittance at an annual
rate
equal to the prime rate announced to be in effect from time to time as published
as the average rate in The Wall Street Journal (Northeast Edition), plus
two
percentage points, but in no event greater than the maximum amount permitted
by
applicable law. Such interest shall be deposited in the Protected Account
by the
Master Servicer on the date such late payment is made and shall cover the
period
commencing with the day following the date on which such remittance was due
and
ending with the Business Day on which such remittance is made, both inclusive.
Such interest shall be remitted along with the distribution payable on the
next
succeeding Remittance Date. The payment by the Master
Servicer
of any
such interest shall not be deemed an extension of time for payment or a waiver
of any Event of Default with respect to the Master Servicer.
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) and (vi) 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 5.03 Statements
to the Trustee.
The
Master Servicer shall furnish to the Trustee an individual Mortgage Loan
accounting report (a "Report"), as of the last Business Day of each month,
in
the Master Servicer's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to
each
month, such Report shall be received by the Trustee no later than the 10th
calendar day of the month of the related Distribution Date (or August 10,
2006,
in the case of the initial Report) a report in an Excel (or compatible)
electronic format (that can be downloaded into a Sybase database), in such
format as may be mutually agreed upon by both the Trustee and the Master
Servicer, and in hard copy, which Report shall contain the
following:
(i) with
respect to each Monthly Payment received or advanced during the related
Due
Period, the amount of such remittance allocable to interest and to principal;
the amount of Principal Prepayments and prepayment penalties received during
the
related Prepayment Period;
(ii) the
amount of servicing compensation received by the Master Servicer during
the
prior Due Period;
(iii) the
aggregate Stated Principal Balance of the Mortgage Loans;
(iv) the
number and aggregate outstanding principal balances of Mortgage Loans (a)
Delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b)
as to
which foreclosure has commenced; and (c) as to which REO Property has been
acquired; and
(v) such
other data as may reasonably be required by the Trustee in order to make
distributions to the Certificateholders on such Distribution Date.
The
Master Servicer shall also provide with each such Report a trial balance,
sorted
in the Trustee's assigned loan number order, and such other loan level
information as described on Exhibits Q and R, in electronic tape
form.
The
Master Servicer shall prepare and file any and all information statements
or
other filings required to be delivered to any governmental taxing authority
or
to the Trustee pursuant to any applicable law with respect to the Mortgage
Loans
and the transactions contemplated hereby. In addition, the Master Servicer
shall
provide the Trustee with such information concerning the Mortgage Loans
as is
necessary for the Trustee to prepare the Trust’s income tax returns as the
Trustee may reasonably request from time to time.
Section
5.04 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 11.01 thereof. The Escrow Account shall
not
be a part of the Trust Fund.
Section
5.05 [Reserved].
Section
5.06 [Reserved].
Section
5.07 [Reserved].
Section
5.08 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. The Distribution Account shall be an Eligible Account.
On
or before each Remittance Date, the Master Servicer shall withdraw or shall
cause to be withdrawn from the Protected Account and shall immediately deposit
or remit to the Trustee for deposit in the Distribution Account the following
amounts (other than with respect to principal of or interest on the Mortgage
Loans due on or before the Cut-off Date):
(i) Scheduled
Payments on the Mortgage Loans received or any related portion thereof advanced
by the Master Servicer pursuant to this Agreement which were due on or before
the related Due Date, net of the amount thereof comprising the Servicing
Fee;
(ii) Full
Principal Prepayments and any Liquidation Proceeds received by the Master
Servicer with respect to such Mortgage Loans in the related Prepayment Period
and any Liquidation Proceeds received by the Master Servicer with respect
to
such Mortgage Loans during the related calendar month, with interest to the
date
of prepayment or liquidation, net of the amount thereof comprising the Servicing
Fee and LPMI Fees, if any;
(iii) Partial
Principal Prepayments received by the Master Servicer for such Mortgage Loans
in
the related Prepayment Period;
(iv) the
amount of any Prepayment Charges collected with respect to the Mortgage Loans
and the amount of any Prepayment Charges paid by the Master Servicer in
connection with the waiver of a Prepayment Charge in a manner that is not
permitted under this Agreement;
(v) any
Advance and any Compensating Interest Payments;
(vi) any
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
by or
on behalf of the Master Servicer or which were not deposited in a Protected
Account;
(vii) the
Repurchase Price with respect to any Mortgage Loans purchased by the Seller
or
Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section
5.09 of this Agreement as the payment of such a Repurchase Price, the Repurchase
Price with respect to any Mortgage Loans purchased by EMC pursuant to Section
3.19, and all proceeds of any Mortgage Loans or property acquired with respect
thereto repurchased by the Seller or its designee pursuant to Section
11.01;
(viii) any
amounts required to be deposited with respect to losses on investments of
deposits in an Account; and
(ix) any
other
amounts received by or on behalf of the Master Servicer and required to be
deposited in the Distribution Account pursuant to this Agreement.
(b) All
amounts deposited to the Distribution Account shall be held by the 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. The requirements
for
crediting the Distribution Account shall be exclusive, it being understood
and
agreed that, without limiting the generality of the foregoing, payments in
the
nature of late payment charges or assumption, tax service, statement account
or
payoff, substitution, satisfaction, release and other like fees and charges,
need not be credited by the Master Servicer to the Distribution Account.
In the
event that the Trustee shall deposit or cause to be deposited to the
Distribution Account any amount not required to be credited thereto, the
Trustee, upon receipt of a written request therefor signed by a Servicing
Officer of the Master Servicer, shall promptly transfer such amount to the
Trustee, any provision herein to the contrary notwithstanding.
(c) The
Distribution Account shall constitute a trust 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 either uninvested in a trust or deposit
account of the Trustee with no liability for interest or other compensation
thereofor invested in the name of the Trustee, in such Permitted Investments
as
may be selected by the Trustee on such direction which mature not later than
the
Business Day next preceding the succeeding Distribution Date, except if such
Permitted Investment is an obligation of or is managed by the institution
that
maintains such fund or account, then such Permitted Investment shall mature
not
later than such Distribution Date. Permitted Investments in respect of the
Distribution Account shall not be sold or disposed of prior to their maturity.
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 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 in the Distribution Account.
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
5.09 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will make such withdrawals or transfers from the Distribution Account
for the following purposes:
(i) to
pay
itself the Trustee Fee;
(ii) to
reimburse the Trustee;
(iii) to
pay
investment income to the Trustee;
(iv) to
reimburse the Trustee or the Custodian for expenses, costs and liabilities
incurred by or reimbursable to it pursuant to this Agreement;
(v) to
remove
amounts deposited in error; and
(vi) to
clear
and terminate the Distribution Account pursuant to Section 11.01.
(b) On
each
Distribution Date, the Trustee shall distribute the Interest Funds and Principal
Funds to the extent of funds on deposit in the Distribution Account to the
Holders of the Certificates in accordance with the Remittance Report upon
which
the Trustee may conclusively rely.
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
Section
6.01 Advances.
The
Master Servicer shall make an Advance with respect to a Mortgage Loan and
remit
such Advance to the Trustee for deposit in the Distribution Account no later
than 1:00 p.m. Eastern time on the Remittance Date in immediately available
funds. The Master Servicer shall be obligated to make any such Advance only
to
the extent that such advance would not be a Nonrecoverable Advance. If the
Master Servicer shall have determined that it has made a Nonrecoverable Advance
or that a proposed Advance or a lesser portion of such Advance would constitute
a Nonrecoverable Advance, the Master Servicer shall deliver (i) to the Trustee
for the benefit of the Certificateholders constituting the remaining portion
of
such Advance, if applicable, and (ii) to the Depositor, each Rating Agency
and
the Trustee an Officer’s Certificate setting forth the basis for such
determination.
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 Amounts Held for Future Distribution 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 Remittance Date immediately preceding the Distribution
Date on which such funds are required to be distributed pursuant to this
Agreement.
The
Master
Servicer
shall be entitled to be reimbursed from the Protected Account for all Advances
of its own funds made pursuant to this Section as provided in Section 5.02.
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 6.01.
Subject
to and in accordance with the provisions of Article IX 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 6.01, in accordance with and subject to the terms of this Agreement
(including its rights of reimbursement hereunder).
Section
6.02 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 Remittance Date immediately preceding such Distribution Date,
an
amount equal to the Prepayment Interest Shortfall; and in case of such deposit,
the Master Servicer shall not be entitled to any recovery or reimbursement
from
the Depositor, the Trustee, the Seller, the Trust Fund or the
Certificateholders.
Section
6.03 REMIC
Distributions.
On
each
Distribution Date the Trustee shall be deemed to have allocated distributions
to
the REMIC Regular Interests, each Regular Interest the ownership of which
is
represented by the Class A-3 Certificates and Class A-4 Certificates, the
Class
C Interest and the Class P Interest in accordance with Section 6.07
hereof.
Section
6.04 Distributions.
(a) On
each
Distribution Date, an amount equal to the Interest Funds and Principal Funds
for
such Distribution Date shall be withdrawn by the Trustee from the Distribution
Account and distributed in the following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) to
the
Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the Current Interest
and any Interest Carry Forward Amount for each such Class, pro rata in
accordance with the amount of accrued interest due thereon; and
(B) From
remaining Interest Funds, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in
that
order, the Current Interest for each such Class.
Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount will be applied as Excess Cashflow and distributed pursuant
to
clauses (3)(A) through (H) below.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated as set forth in the definition of “Current Interest” herein and in
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:
(i) To
the
Class A Certificates (other than the Class A-4 Certificates), on a pro rata
basis, the Principal Distribution Amount for such Distribution Date, until
the
Certificate Principal Balances thereof are reduced to zero; provided, however,
the Principal Distribution Amount otherwise allocable to the Class A-2
Certificates will first be distributed to the Class A-1 Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero, and then
to the
Class A-2 Certificates;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(v) To
the
Class M-4 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(vi) To
the
Class B-1 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(vii) To
the
Class B-2 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero;
(viii) To
the
Class B-3 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to zero;
and
(ix) To
the
Class B-4 Certificates, from any remaining Principal Funds for such Distribution
Date, until the Certificate Principal Balance thereof is reduced to
zero.
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
(i) To
the
Class A Certificates (other than the Class A-4 Certificates), on a pro rata
basis, the Class A Principal Distribution Amount for such Distribution Date,
until the Certificate Principal Balances thereof are reduced to zero; provided,
however, the Class A Principal Distribution Amount otherwise allocable to
the
Class A-2 Certificates will first be distributed to the Class A-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero,
and
then to the Class A-2 Certificates;
(ii) To
the
Class M-1 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iii) To
the
Class M-2 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iv) To
the
Class M-3 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(v) To
the
Class M-4 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vi) To
the
Class B-1 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-1 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vii) To
the
Class B-2 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(viii) To
the
Class B-3 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero; and
(ix) To
the
Class B-4 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero.
(3) Any
Excess Cashflow shall be distributed in the following manner and order of
priority:
(A) To
the
Class A Certificates, (a) first, any remaining Interest Carry Forward Amount
for
such Classes, pro rata, in accordance with the Interest Carry Forward Amount
due
with respect to each such Class, to the extent not fully paid pursuant to
clause
(1) (A) above and (b) second, any Unpaid Realized Loss Amount for the Class
A
Certificates, on a pro rata basis, for such Distribution Date, 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 B-1, Class B-2, Class B-3 and Class B-4 Certificates, in
that
order, an amount equal to the Interest Carry Forward Amount for each such
Class;
(C) From
any
remaining Excess Cashflow otherwise distributable to the Class C Interest
and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Classes
of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
such
Classes for such Distribution Date, on a pro rata basis, based on the amount
of
the Basis Risk Shortfall Carry Forward Amount for each such Class, to the
extent
such amount exceeds the amounts then on deposit in the Reserve Fund, and
(ii)
second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
Deposit;
(D) From
any
remaining Excess Cashflow otherwise distributable to the Class C Interest
and
the Class C Certificates, to the Reserve Fund, (i) first, to pay to the Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and
Class
B-4 Certificates, sequentially in that order, any Basis Risk Shortfall Carry
Forward Amount for each such Class, for such Distribution Date, if any, 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 B-1, Class B-2, Class B-3 and
Class
B-4 Certificates, in that order, the amount of Relief Act Shortfalls and
any
Prepayment Interest Shortfalls allocated to such Classes of Certificates,
to the
extent not previously reimbursed;
(F) From
any
remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
an
amount equal to the Class C Distribution Amount reduced by amounts distributed
in clauses (C) and (D) above; and
(G) 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 amount
remains.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A, Class B 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.
(b) Subject
to Section 11.02 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 (i) such Holder has so notified the Trustee at least
5
Business Days prior to the related Record Date and (ii) such Holder shall
hold
Regular Certificates with aggregate principal denominations of not less than
$1,000,000 or evidencing a Percentage Interest aggregating 10% or more with
respect to such Class or, if not, by check mailed by first class mail to
such
Certificateholder at the address of such Holder appearing in the Certificate
Register. Notwithstanding the foregoing, but subject to Section 11.02 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.
(c) 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 the form of a computer readable magnetic tape (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 direct the Trusteee in writing to make the required
distributions for the related Distribution Date (the “Remittance Report”).
Section
6.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date as follows: first, to Excess Spread through an increased
distribution of the Extra Principal Distribution Amount for such Distribution
Date; second, to the Class C Interest and Class C Certificates, until the
Certificate Principal Balance or Uncertificated Principal Balance thereof,
as
applicable, has been reduced to zero; third, to the Class B-4 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class B-3 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class B-2 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; sixth,
to
the Class B-1 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; seventh, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class M-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero and eleventh, to the Class A Certificates (other than the Class A-4
Certificates), on a pro rata basis, in reduction of the Certificate Principal
Balances thereof, until 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 the Class
C
Interest on any Distribution Date shall be made by reducing the Certificate
Principal Balance or Uncertificated Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the Class C Interest
and the
Class C Certificates pursuant to clause (F) of Section 6.04(a)(3).
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the Certificates as of such Distribution Date (other than
the
Class C 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 Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date to the following REMIC I Regular Interests in the specified
percentages, as follows: first, to Uncertificated Accrued Interest payable
to
REMIC I Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate
amount equal to the REMIC I Interest Loss Allocation Amount (without duplication
of shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%,
respectively; second, to the Uncertificated Principal Balances of REMIC I
Regular Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount
equal to the REMIC I Principal Loss Allocation Amount, 98.00% and 2.00%,
respectively; third, to the Uncertificated Principal Balances of REMIC I
Regular
Interest AA, REMIC I Regular Interest B-4 and REMIC I Regular Interest ZZ,
98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC I Regular Interest B-4 has been reduced to zero; fourth,
to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest B-3 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-2 and
REMIC
I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest B-2 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC
I
Regular Interest AA, REMIC I Regular Interest B-1 and REMIC I Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC I Regular Interest B-1 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC
I
Regular Interest M-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest M-4 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-3 and
REMIC
I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest M-3 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC
I
Regular Interest AA, REMIC I Regular Interest M-2 and REMIC I Regular Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC I Regular Interest M-2 has been reduced to zero; tenth,
to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest M-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest M-1 has been reduced to zero; and eleventh, to the Uncertificated
Principal Balance of REMIC I Regular Interest AA, 98.00%, to the Uncertificated
Principal Balances of REMIC I Regular Interests X-0, X-0 xxx X-0, 1.00% pro
rata, and to the Uncertificated Principal Balance of REMIC I Regular Interest
ZZ, 1.00%, until the Uncertificated Principal Balances of such REMIC I Regular
Interests X-0, X-0 and A-3 have been reduced to zero.
(ii) All
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to the REMIC II Regular Interests in the same manner and priority as
Realized Losses are allocated to the Corresponding Certificates and, in the
case
of REMIC II Regular Interest C, to the Class C Interest, pursuant to Section
6.05(a).
Section
6.06 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 and the Depositor a statement
setting forth for the Certificates:
(i) the
applicable accrual periods 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 the related distribution to Holders of the Class A (other than
the
Class A-4 Certificates), Class M and Class B Certificates (by Class) allocable
to principal, separately identifying (A) the aggregate amount of any Principal
Prepayments included therein, (B) the aggregate of all scheduled payments
of
principal included therein and (C) the Extra Principal Distribution Amount
(if
any);
(v) the
amount of such distribution to Holders of each Class of Class A, Class M
and
Class B Certificates allocable to interest
(vi) the
amount of the distribution made on such Distribution Date to the Holders
of the
Class P Certificates allocable to Prepayment Charges
(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, Class M and Class B Certificates
with respect to the current Accrual Period, and, if applicable, whether such
Pass-Through Rate was limited by the related Net Rate Cap;
(ix) the
number and Stated Principal Balance of all of the Mortgage Loans for the
related
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 or Notional Amount, as applicable, of each
Class
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 (A)
Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy and
those
Liquidated Mortgage Loans as of the end of a Prepayment Period) (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
(xii)
or more
Delinquent, in each case as of the close of business on the last day of the
calendar month preceding such Distribution Date;
(xiii) the
amount of 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;
(xiv) the
amount of, if any, of excess cashflow or excess spread and the application
of
such excess cashflow;
(xv) the
cumulative amount of Applied Realized Loss Amounts through the end of the
preceding month;
(xvi) 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;
(xvii) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the end of the Due Period;
(xviii) unless
otherwise set forth in the Form 10-D relating to such distribution date,
material breaches of pool asset representation or warranties or transaction
covenants which have been reported to the Trustee in accordance with this
Agreement;
(xix) the
total
number and principal balance of any real estate owned or REO Properties as
of
the end of the related Due Period;
(xx) the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate Stated Principal Balance of the Mortgage Loans that
are
60 days or more delinquent or are in bankruptcy or foreclosure or are REO
Properties, and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans in
each
case as of the end of the Prepayment Period;
(xxi) the
Realized Losses as of the close of business on the last day of the calendar
month preceding such Distribution Date and the cumulative Realized Losses
through the end of the preceding month;
(xxii) whether
a
Trigger Event exists;
(xxiii) information
on loss and delinquency used for determining early amortization, liquidation,
stepdowns or other performance triggers and whether the trigger was
met;
(xxiv) the
amount of the Prepayment Charges remitted by the Master Servicer and the
amount
on deposit in the Reserve Fund; and
(xxv) updated
pool composition data including the following: weighted average mortgage
rate
and weighted average remaining term.
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.xxxxxxx.xxx”.
Assistance in using the website can be obtained by calling the Trustee’s
customer service desk at (000) 000-0000. Parties that are unable to use the
above distribution options are entitled to have a paper copy mailed to them
via
first class mail by calling the customer service desk and indicating such.
The
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 Master Servicer. The Trustee will make
available a copy of each statement provided pursuant to this Section 6.06
to
each Rating Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
furnish upon request to each Person who at any time during the calendar year
was
a Certificateholder, the information set forth in clauses (a)(iv) and (a)(v)
of
this Section 6.06 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 related 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 10.12.
Section
6.07 REMIC
Designations and REMIC Distributions.
(a) The
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV and
REMIC V shall be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration
of
this Agreement shall be resolved in a manner that preserves the validity
of such
REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
all
interest owing in respect of and principal due thereon, the Distribution
Account, the Protected Account, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
the
Class A-3/A-4 Net WAC Reserve Account and any Prepayment Charge Waiver Amounts).
The REMIC I Regular Interests shall constitute the assets of REMIC II. The
REMIC
II Regular Interests shall constitute the assets of REMIC III. The Class
C
Interest shall constitute assets of REMIC IV. The Class P Interest shall
constitute assets of REMIC V.
(b) On
each
Distribution Date, the Interest Funds and Principal Funds, in the following
order of priority, shall be deemed distributed by REMIC I to REMIC II on
account
of the REMIC I Regular Interests (other than REMIC I Regular Interest P)
or
withdrawn from the Distribution Account and distributed to the Holders of
the
Class R-1 Certificates, as the case may be:
(i) to
the
holders of the REMIC I Regular Interests (other than REMIC I Regular Interest
P), pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
for
each such REMIC I 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 I
Regular
Interest ZZ shall be reduced and deferred when the REMIC I Overcollateralization
Amount is less than the REMIC I Overcollateralization Target Amount, by the
lesser of (x) the amount of such difference and (y) the REMIC I Regular Interest
ZZ Maximum Interest Deferral Amount, and such amount will be payable to the
holders of each REMIC I Regular Interest (other than REMIC I Regular Interest
P)
for which a REMIC II Regular Interest is the Corresponding Interest, allocated
in the same proportion as the Extra Principal Distribution Amount is allocated
to the Corresponding Certificates for such Corresponding Interests, and the
Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be
increased by such amount;
(ii) from
the
remainder of the Interest Funds and Principal Funds for such Distribution
Date
after the distribution made pursuant to clause (i) above, allocated as
follows:
(A) 98.00%
of
such remainder to the holders of REMIC I Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
to
zero;
(B) 2.00%
of
such remainder, first, to the holders of each REMIC I Regular Interest for
which
a REMIC II Regular Interest (other than REMIC I Regular Interest P) is the
Corresponding Interest, in an aggregate amount equal to 1.00% of and in the
same
proportion as principal payments are allocated to the Corresponding Certificates
for such Corresponding Interests, until the Uncertificated Principal Balances
of
such REMIC I Regular Interests are reduced to zero, and second, to the holders
of REMIC I Regular Interest ZZ, until the Uncertificated Principal Balance
of
such REMIC I Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class R-1 Certificates.
(c) On
each
Distribution Date, all amounts representing Prepayment Charges shall be deemed
distributed in respect of 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.
(d) On
each
Distribution Date, the Interest Funds and Principal Funds, in the following
order of priority, shall be deemed 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) to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
P), in the same manner and priority as paid to the Corresponding Certificates
and, in the case of REMIC II Regular Interest C, as paid to the Class C
Interest, the Uncertificated Accrued Interest (or, in the case of REMIC II
Regular Interest C, the REMIC II Regular Interest C Distribution Amount)
for
such Distribution Date, plus any amounts in respect thereof remaining unpaid
from previous Distribution Dates; and
(ii) to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
P), in an amount equal to the remainder of the Interest Funds and Principal
Funds for such Distribution Date after the distribution made pursuant to
clause
(i) above, allocated in the same manner and priority as paid to the
Corresponding Certificates, until the Uncertificated Principal Balances thereof
have been reduced to zero, and any remaining amount to the Holders of the
Class
R-2 Certificates.
(e) On
each
Distribution Date, all amounts representing Prepayment Charges distributed
in
respect of REMIC I Regular Interest P shall be deemed to be distributed in
respect of 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, $100
shall
be deemed distributed in respect of REMIC II Regular Interest P in reduction
of
the Uncertificated Principal Balance thereof.
(f) On
each
Distribution Date, for federal income tax purposes, (1) (i) the Regular Interest
the ownership of which is represented by the Class A-3 Certificates shall
be
deemed to receive (x) accrued interest at the related Uncertificated REMIC
III
Pass-Through Rate on an amount equal to the then current Certificate Principal
Balance of the Class A-3 Certificates and (y) any amounts in respect thereof
remaining unpaid from previous Distribution Dates for such Regular Interest,
and
(ii) the Regular Interest the ownership of which is represented by the Class
A-4
Certificates shall be deemed to receive (x) accrued interest at the related
Uncertificated REMIC III Pass-Through Rate on the Uncertificated Notional
Amount
for such Regular Interest for such Distribution Date, and (y) any amounts
in
respect thereof remaining unpaid from previous Distribution Dates for such
Regular Interest, and (2) amounts distributable in reduction of the Certificate
Principal Balances of the Class A-3 Certificates shall be deemed distributed
to
the Regular Interest the ownership of which is represented by such Certificates
in reduction of the related principal balance thereof. Any amounts received
on
each Distribution Date by Holders of the Class A-3 Certificates or Class
A-4
Certificates at a rate equal to the related Pass-Through Rate which is in
excess
of, or less than, the amounts specified above in the related clause (x) for
the
Regular Interests the ownership of which is represented by such Certificates
shall be treated in accordance with the provisions relating to Class A-3/A-4
Net
WAC Pass-Through Amounts in Section 6.10.
(g) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 6.04(a)(3)(C), (D) and (F) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class C Distribution Amount
distributable to the Class C Interest.
(h) 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.
Section
6.08 Reserve
Fund.
(a) The
Trustee shall establish a Reserve Fund on behalf of the Holders of the
Class
A,
Class
B and Class M Certificates. The Reserve Fund shall be an Eligible Account.
The
Reserve Fund shall be entitled “Reserve Fund, Xxxxx Fargo Bank, N.A. as Trustee
for the benefit of Holders of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1,
Asset-Backed Certificates, Series 2006-AC1, Class A-1, Class X-0, Xxxxx X-0,
Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2,
Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will
deposit, or cause to be deposited, into the Reserve Fund an amount equal
to the
Reserve Fund Deposit. On each Distribution Date as to which there is a Basis
Risk Shortfall Carry Forward Amount payable to any Class of Certificates,
the
Trustee shall deposit the amounts pursuant to clauses (C) and (D) of Section
6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the
Class
C Certificateholder to distribute any amounts then on deposit in the Reserve
Fund to the Holders of the Class A, Class M and Class B Certificates in respect
of the Basis Risk Shortfall Carry Forward Amount for each such Class in the
priorities set forth in clauses (C) and (D) of Section 6.04(a)(3). Any amount
paid to the Holders of Class A, Class M or Class B Certificates from amounts
distributable pursuant to clauses (C) and (D) of Section 6.04(a)(3) pursuant
to
the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
shall be treated as distributed to the Class C Certificateholder in respect
of
the Class C Certificates and paid by the Class C Certificateholder to the
Holders of the Class A, Class M or Class B Certificates. Any payments to
the
Holders of the Class A, Class M or Class B in respect of Basis Risk Shortfall
Carry Forwards Amounts pursuant to the second preceding sentence shall not
be
payments with respect to a Regular Interest in a REMIC within the meaning
of
Section 860G(a)(1) of the Code.
(b) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Reserve Fund. The Class C Certificateholders shall be the
beneficial owners of the Reserve Fund, subject to the power of the Trustee
to
transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall
be
held either uninvested in a trust or deposit account of the Trustee with
no
liability for interest or other compensation thereof or, at the direction
of the
Class C Certificateholder, be invested in Permitted Investments that mature
no
later than the Business Day prior to the next succeeding Distribution Date.
All
net income and gain from such investments shall be distributed to the Class
C
Certificateholder, not as a distribution in respect of any interest in any
REMIC, on such Distribution Date. All amounts earned on amounts on deposit
in
the Reserve Fund shall be taxable to the Class C Certificateholder. Any losses
on such investments shall be deposited in the Reserve Fund by the Class C
Certificateholder out of its own funds immediately as realized. In the event
that the Class C Certificateholder shall fail to provide investment instructions
to the Trustee, the amounts on deposit in the Reserve Fund shall be held
uninvested.
(c) For
federal tax return and information reporting, the right of the Holders of
the
Class A, Class M and Class B Certificates to receive payments from the Reserve
Fund in respect of any Basis Risk Shortfall Carry Forward Amounts shall be
assigned a value of zero.
Section
6.09 Class
P
Certificate Account.
The
Trustee shall establish and maintain with itself a separate, segregated trust
account for each of the Class P Certificates, titled “Bear Xxxxxxx Mortgage
Funding Trust 2006-AC1 Class P Certificate Account” (the “Class P Certificate
Account”). On the Closing Date, the Depositor will deposit, or cause to be
deposited in the Class P Certificate Account $100.00. Prepayment charges
shall
be allocated to the Class P Certificate. The
amount on deposit in the Class P Certificate Account shall be held uninvested.
On the Distribution Date immediately following the expiration of the latest
Prepayment Charge term as identified on the Mortgage Loan Schedule, the Trustee
shall withdraw the amount on deposit in the Class P Certificate Account and
remit such amount to the Holders of the Class P Certificates in reduction
of the
Certificate Principal Balance thereof.
Section
6.10 Class
A-3/A-4 Net WAC Pass-Through Amount; Class A-3/A-4 Net WAC Reserve
Account.
(a) The
Trustee shall establish a Class A-3/A-4 Net WAC Reserve Account on behalf
of the
Holders of the Class A-3 Certificates and Class A-4 Certificates. The Class
A-3/A-4 Net WAC Reserve Account shall be an Eligible Account. The Class A-3/A-4
Net WAC Reserve Account shall be entitled “Class A-3/A-4 Net WAC Reserve
Account, Xxxxx Fargo Bank, N.A., as Trustee for the benefit of Holders of
Bear
Xxxxxxx Mortgage Funding Trust 2006-AC1, Asset-Backed Certificates, Series
2006-AC1, Class A-3 Certificates and Class A-4 Certificates”. On the Closing
Date, the Depositor will deposit, or cause to be deposited, into the Class
A-3/A-4 Net WAC Reserve Account an amount equal to the Class A-3/A-4 Net
WAC
Reserve Account Deposit.
(b) On
each
Distribution Date on which the weighted average of the Net Mortgage Rates
on the
Mortgage Loans is less than the Class A-3/A-4 Target Rate, the accrued interest
in respect of the Regular Interest the ownership of which is represented
by the
Class A-3 Certificates will include the Class A-3/A-4 Net WAC Pass-Through
Amount for such Distribution Date. On each such Distribution Date, the Trustee
shall deposit into the Class A-3/A-4 Net WAC Reserve Account the Class A-3/A-4
Net WAC Pass-Through Amount for such Distribution Date, rather than distributing
such amounts to the Class A-3 Certificateholders. Notwithstanding the foregoing,
for federal, state and local tax purposes, such Class A-3/A-4 Net WAC
Pass-Through Amount shall be deemed distributed to the Class A-3
Certificateholders in respect of the Regular Interest the ownership of which
is
represented by the Class A-3 Certificates. On each such Distribution Date,
the
Trustee shall hold the Class A-3/A-4 Net WAC Pass-Through Amount for the
benefit
of the Holders of the Class A-4 Certificates, and shall distribute such amount
to the Holders of the Class A-4 Certificates. Payments to the Holders of
the
Class A-4 Certificates of any Class A-3/A-4 Net WAC Pass-Through Amount will
not
be payments with respect to a Regular Interest in a REMIC within the meaning
of
Code Section 860G(a)(1).
(c) By
accepting a Class A-3 Certificate, each Class A-3 Certificateholder thereby
agrees to direct the Trustee, and the Trustee is hereby directed, to deposit
into the Class A-3/A-4 Net WAC Reserve Account any Class A-3/A-4 Net WAC
Pass-Through Amount rather than distributing such amount to the Class A-3
Certificateholders and further agrees that such direction is given for good
and
valuable consideration, the receipt and sufficiency of which is acknowledged
by
such acceptance. By accepting a Class A-3 Certificate, each Class A-3
Certificateholder acknowledges that any such Class A-3/A-4 Net WAC Pass-Through
Amount shall for federal, state and local tax purposes be deemed distributed
in
respect of the Regular Interest the ownership of which is represented by
the
Class A-3 Certificates. By accepting a Class A-4 Certificate, each Class
A-4
Certificateholder acknowledges that for federal, state and local tax purposes
any payments of such Class A-3/A-4 Net WAC Pass-Through Amount shall not
be
payments with respect to a Regular Interest in a REMIC within the meaning
of
Code Section 860G(a)(1).
(d) The
Class
A-3/A-4 Net WAC Reserve Account 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 Class A-3/A-4 Net WAC Reserve Account. The Class
A-3
Certificateholders shall be the beneficial owner of the Class A-3/A-4 Net
WAC
Reserve Account, subject to the power of the Trustee to transfer amounts
under
clause (b) above. Amounts in the Class A-3/A-4 Net WAC Reserve Account shall
be
held uninvested.
ARTICLE
VII
THE
CERTIFICATES
Section
7.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-7. 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
|
Initial
Certificate Principal Balance or Notional Amount
|
Pass-Through
Rate
|
||||||||
|
A-1
|
$
|
100,000
|
$
|
1,000
|
$
|
75,000,000.00
|
Class
A-1 Pass-Through Rate
|
|||||
|
A-2
|
$
|
100,000
|
$
|
1,000
|
$
|
7,000,000.00
|
Class
A-2 Pass-Through Rate
|
|||||
|
A-3
|
$
|
100,000
|
$
|
1,000
|
$
|
144,798,000.00
|
Class
A-3 Pass-Through Rate
|
|||||
|
A-4
|
$
|
100,000
|
$
|
1,000
|
$
|
(1)
|
Class
A-4 Pass-Through Rate
|
|||||
|
M-1
|
$
|
100,000
|
$
|
1,000
|
$
|
5,913,000.00
|
Class
M-1 Pass-Through Rate
|
|||||
|
M-2
|
$
|
100,000
|
$
|
1,000
|
$
|
3,080,000.00
|
Class
M-2 Pass-Through Rate
|
|||||
|
M-3
|
$
|
100,000
|
$
|
1,000
|
$
|
1,478,000.00
|
Class
M-3 Pass-Through Rate
|
|||||
|
M-4
|
$
|
100,000
|
$
|
1,000
|
$
|
1,232,000.00
|
Class
M-4 Pass-Through Rate
|
|||||
|
B-1
|
$
|
100,000
|
$
|
1,000
|
$
|
1,109,000.00
|
Class
B-1 Pass-Through Rate
|
|||||
|
B-2
|
$
|
100,000
|
$
|
1,000
|
$
|
862,000.00
|
Class
B-2 Pass-Through Rate
|
|||||
|
B-3
|
$
|
100,000
|
$
|
1,000
|
$
|
1,232,000.00
|
Class
B-3 Pass-Through Rate
|
|||||
|
B-4
|
$
|
100,000
|
$
|
1,000
|
$
|
1,478,000.00
|
Class
B-4 Pass-Through Rate
|
|||||
|
C
|
$
|
100,000
|
$
|
1,000
|
$
|
246,386,026.04
|
(2)
|
(4)
|
||||
|
P
|
$
|
100
|
N/A
|
$
|
100.00
|
(3)
|
N/A
|
|||||
|
R-1
|
100
|
%
|
N/A
|
N/A
|
(3)
|
N/A
|
||||||
|
R-2
|
100
|
%
|
N/A
|
N/A
|
(3)
|
N/A
|
||||||
|
R-3
|
100
|
%
|
N/A
|
N/A
|
(3)
|
N/A
|
||||||
|
RX
|
100
|
%
|
N/A
|
N/A
|
(3)
|
N/A
|
||||||
| (1) |
The
Class A-4 Certificates do not have an initial Certificate Principal
Balance. The Class A-4 Certificates have an initial Notional Amount
of
$144,798,000.00, and for any subsequent Distribution Date, the
Class A-4
Certificates will have a Notional Amount equal to the Certificate
Principal Balance of the Class A-3 Certificates as of such Distribution
Date.
|
| (2) |
This
is a notional amount.
|
|
(3)
|
The
Class P, Class R-1, Class R-2, Class R-3 and Class RX Certificates
are not
entitled to distributions in respect of
interest.
|
| (4) | As defined in “Pass-Through Rate” definition. |
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
7.02 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
7.09 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) 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 in substantially the forms set
forth
in Exhibit D (the “Transferor Certificate”) and (x) deliver a letter in
substantially the form of either Exhibit E (the “Investment Letter”) or Exhibit
F (the “Rule 144A Letter”) 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 Seller,
the Master Servicer or the Trustee. 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. 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. Each Holder of a Private Certificate desiring to effect such Transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Seller and the Master Servicer against any liability that may result if the
Transfer is not so exempt or is not made in accordance with such federal
and
state laws.
No
Transfer of an ERISA Restricted Certificate shall be made unless either (i)
the
Master Servicer and the Trustee shall have received a representation from
the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Master Servicer and the Trustee, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA
and/or a plan subject to Section 4975 of the Code, or a Person acting on
behalf
of any such plan or using the assets of any such plan, or (ii) in the case
of
any such ERISA Restricted Certificate presented for registration in the name
of
an employee benefit plan subject to ERISA, or a plan subject to Section 4975
of
the Code (or comparable provisions of any subsequent enactments), or a trustee
of any such plan or any other person acting on behalf of any such plan, the
Trustee shall have received an Opinion of Counsel for the benefit of the
Trustee, the Master Servicer and the Trustee and on which they may rely,
satisfactory to the Trustee, to the effect that the purchase and holding
of such
ERISA Restricted Certificate is permissible under applicable law, will not
constitute or result in the assets of the Trust being deemed to be “plan assets”
under ERISA or the Code, will not result in any prohibited transactions under
ERISA or Section 4975 of the Code and will not subject the Trustee, the Master
Servicer or the Depositor to any obligation in addition to those expressly
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Master Servicer or the Depositor, or, in the case of
a Class
B-4 Certificate, the transferee provides a representation, or deemed
representation in the case of the Global Certificate or an opinion of counsel
to
the effect that the proposed transfer and holding of such Certificate and
the
servicing, management and operation of the Trustee and its assets: (I) will
not
result in any prohibited transaction which is not covered under an individual
or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0,
XXXX 95-60 or PTCE 96-23 and (II) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer or the Trustee.
Notwithstanding anything else to the contrary herein, any purported transfer
of
an ERISA Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA and/or a plan subject to Section 4975 of
the
Code without the delivery of the Opinion of Counsel or representation as
described above shall be void and of no effect; provided that the restriction
set forth in this sentence shall not be applicable if there has been delivered
to the Trustee an Opinion of Counsel meeting the requirements of clause (ii)
of
the first sentence of this paragraph. Neither the Trustee nor the Master
Servicer shall be required to monitor, determine or inquire as to compliance
with the transfer restrictions with respect to any ERISA Restricted Certificate
that is a Book-Entry Certificate, and neither the Trustee nor the Master
Servicer shall have any liability for transfers of any such Book-Entry
Certificates made through the book-entry facilities of any Depository or
between
or among participants of the Depository or Certificate Owners made in violation
of the transfer restrictions set forth herein. Neither the Trustee nor the
Master Servicer shall be under any liability to any Person for any registration
of transfer of any ERISA Restricted Certificate that is in fact not permitted
by
this Section 7.02(b) or for making any payments due on such Certificate to
the
Holder thereof or taking any other action with respect to such Holder under
the
provisions of this Agreement. The Trustee shall be entitled, but not obligated,
to recover from any Holder of any ERISA Restricted Certificate that was in
fact
an employee benefit plan subject to Section 406 of ERISA or a plan subject
to
Section 4975 of the Code or a Person acting on behalf of any such plan at
the
time it became a Holder or, at such subsequent time as it became such a plan
or
Person acting on behalf of such a plan, all payments made on such ERISA
Restricted Certificate at and after either such time. Any such payments so
recovered by the Trustee shall be paid and delivered by the Trustee to the
last
preceding Holder of such Certificate that is not such a plan or Person acting
on
behalf of a plan.
Each
beneficial owner of a Class M Certificate and Class B Certificate, except
for a
Class B-4 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 (i) it is not a Plan or investing with “Plan
Assets”, (ii) it has acquired and is holding such certificate in reliance on the
Exemption, and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated,
at
the time of purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch
Ratings or Xxxxx’x, and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an “insurance company general account,” as
such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.
(c) 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
subparagraph (b) above, the Trustee
shall
have been furnished with an affidavit (a “Transfer Affidavit”) of the initial
owner or the proposed transferee in the form attached hereto as Exhibit
C.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in
a
Residual Certificate or to cause the Transfer of an Ownership Interest in
a
Residual Certificate to any other Person if it has actual knowledge that
such
Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 7.02(c) 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 7.02(c), 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 not be under any liability to any Person for
any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 7.02(b) and this Section 7.02(c) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit. The Trustee
shall
be
entitled but not obligated to recover from any Holder of a Residual Certificate
that was in fact not a Permitted Transferee at the time it became a Holder
or,
at such subsequent time as it became other than a Permitted Transferee, all
payments made on such Residual Certificate at and after either such time.
Any
such payments so recovered by the Trustee shall be paid and delivered by
the
Trustee to the last preceding Permitted Transferee of such
Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Trustee,
all
information necessary to compute any tax imposed under Section 860E(e) of
the
Code as a result of a Transfer of an Ownership Interest in a Residual
Certificate to any Holder who is not a Permitted Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
7.02(c) 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 Seller or
the
Master Servicer to the effect that the elimination of such restrictions will
not
cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, as applicable, to
fail
to qualify as a REMIC at any time that the Certificates are outstanding or
result in the imposition of any tax on the Trust Fund, a Certificateholder
or
another Person. Each Person holding or acquiring any Ownership Interest in
a
Residual Certificate hereby consents to any amendment of this Agreement that,
based on an Opinion of Counsel addressed to the Trustee and furnished to
the
Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or
any beneficial interest in, a Residual Certificate is not transferred, directly
or indirectly, to a Person that is not a Permitted Transferee and (b) to
provide
for a means to compel the Transfer of a Residual Certificate that is held
by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 7.02 shall not be an expense of the Trust Fund, the Trustee,
the
Depositor, the Seller or the Master Servicer.
(e) Subject
to Subsection 7.02(i), 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 Subsection 7.02(b) 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 7.02(b).
(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 7.02(b).
(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.
(f) Subject
to Subsection 7.02(h), 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 7.02(e) 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.
(g) (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.
(h) 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.
(i) Subject
to the restrictions on transfer and exchange set forth in this Section 7.02,
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 7.01 above or any integral multiple of
$1.00
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance
to the
Trustee in the case of transfer and a written request for exchange in the
case
of exchange. The holder of a beneficial interest in a Global Certificate
may,
subject to the rules and procedures of the Depository, cause the Depository
(or
its nominee) to notify the Trustee in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Trustee
shall, within five Business Days of such request made at the Corporate Trust
Office, sign, countersign and deliver at the Corporate Trust Office, to the
transferee (in the case of transfer) or holder (in the case of exchange)
or send
by first class mail at the risk of the transferee (in the case of transfer)
or
holder (in the case of exchange) to such address as the transferee or holder,
as
applicable, may request, an Individual Certificate or Certificates, as the
case
may require, for a like aggregate Percentage Interest and in such authorized
denomination or denominations as may be requested. The presentation for transfer
or exchange of any Individual Certificate shall not be valid unless made
at the
Corporate Trust Office by the registered holder in person, or by a duly
authorized attorney-in-fact.
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 the
Global Certificates. Any attempted or purported transfer of any Certificate
in
violation of the provisions of Subsections (a) or (b) above 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. The Trustee shall not 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.
Section
7.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
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.
Section
7.04 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
7.05 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
7.06 Book-Entry
Certificates.
The
Offered 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 7.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
7.08:
(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 7.08, 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
7.07 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
7.08 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, (b) the Depositor, at its sole option,
advises the Trustee that it elects to terminate the book-entry system with
respect to such Certificates through the Depository or (c) after the occurrence
and continuation of an Event of Default, Certificate Owners of such Book-Entry
Certificates having not less than 51% of the Voting Rights evidenced by any
Class of Book-Entry Certificates advise the Trustee and the Depository in
writing through the Depository Participants that the continuation of a
book-entry system with respect to Certificates of such Class through the
Depository (or its successor) is no longer in the best interests of the
Certificate Owners of such Class, then the 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. Upon the issuance
of such Definitive Certificates, all references herein to obligations imposed
upon or to be performed by the Depository shall be deemed to be imposed upon
and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee and the Trustee shall recognize the
Holders of such Definitive Certificates as Certificateholders
hereunder.
Section
7.09 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 Xxxxx Fargo Bank, National Association,
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 where Certificates
may
be surrendered for registration of transfer or exchange. The Trustee will
give
prompt written notice to the Certificateholders of any change in such location
of any such office or agency.
ARTICLE
VIII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
8.01 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
8.02 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
8.03 Indemnification
of the Trustee and the Master Servicer.
(a) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may
be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
this Agreement, including the powers of attorney delivered pursuant to Sections
3.01 and 3.02 of 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 a responsible officer of the Trustee shall have with
respect to such claim or legal action actual knowledge thereof; provided,
however, 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 the Master Servicer and the termination
of this Agreement.
(b) The
Master Servicer shall immediately notify the Trustee if a claim is made by
a
third party with respect to this Agreement or the Mortgage Loans, assume
(with
the consent of the Trustee and with counsel reasonably satisfactory to the
Trustee) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy
any
judgment or decree which may be entered against it or any Indemnified Person
in
respect of such claim but failure to so notify the Master Servicer shall
not
limit its obligations hereunder. The Master Servicer agrees that it will
not
enter into any settlement of any such claim without the consent of the
Indemnified Persons unless such settlement includes an unconditional release
of
such Indemnified Persons from all liability that is the subject matter of
such
claim. The provisions of this Section 8.03(b) shall survive termination of
this
Agreement.
(c) The
Seller will indemnify any Indemnified Person for any loss, liability or expense
of any Indemnified Person not otherwise paid or covered pursuant to Subsection
(a) above.
Section
8.04 Limitations
on Liability of the Depositor, the Master Servicer and Others.
Subject
to the obligation of the Seller and the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 8.03:
(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, the Trustee, the Custodian and any director,
officer, employee or agent of the Depositor, the Master Servicer, the Trustee
or
the Custodian shall be indemnified by the Trust and held harmless thereby
against any loss, liability or expense (including reasonable legal fees and
disbursements of counsel) incurred on their part that may be sustained in
connection with, arising out of, or related to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this
Agreement, the Custodial Agreement or the Certificates, other than (i) any
such
loss, liability or expense related to the Master Servicer’s failure to perform
its respective duties in compliance with this Agreement (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement), or to the Custodian’s failure to perform its duties under the
Custodial Agreement, or (ii) any such loss, liability or expense incurred
by
reason of the Master Servicer’s or the Custodian’s willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or under
the
Custodial Agreement, as applicable, or by reason of reckless disregard of
obligations and duties hereunder or under the Custodial Agreement, as
applicable.
(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 shall be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer
shall
be entitled to be reimbursed therefor out of the Distribution Account as
provided by Section 5.08. Nothing in this Subsection 8.04(d) shall affect
the
Master Servicer’s obligation to supervise, or to take such actions as are
necessary to ensure, the servicing and administration of the Mortgage Loans
pursuant to Section 3.01.
(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
8.05 Master
Servicer Not to Resign.
Except
as
provided in Section 8.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior written
consent of the Trustee (which consent 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 to such effect, addressed to and delivered
to, the Trustee. No such resignation by the Master Servicer shall become
effective until EMC or 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 9.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.
Section
8.06 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 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 without
the
consent of all of the Certificateholders.
Section
8.07 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 (or an Affiliate thereof the primary
business of which is the servicing of conventional residential mortgage loans)
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; 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
IX
DEFAULT;
TERMINATION OF MASTER SERVICER;
TERMINATION
OF COMPANY
Section
9.01 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 (other than any Advance) pursuant to this Agreement,
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; or
(ii) any
failure by the Master Servicer to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Master Servicer
contained in this Agreement or any breach of a representation or warranty
by the
Master Servicer, which failure or breach shall continue unremedied for a
period
of 60 days after the date on which written notice of such failure shall have
been given to Master Servicer by the Trustee or the Depositor, or to the
Trustee
and the Master Servicer by the Holders of Certificates evidencing not less
than
25% of the Voting Rights evidenced by the Certificates; or
(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;
or
(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; or
(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 8.05 or 8.07; or
(vii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance required to be made by the Master Servicer (other than
a
Nonrecoverable Advance) by 5:00 p.m. New York City time on the Business Day
prior to the related Distribution Date.
If
an Event of Default shall occur, then, and in each and every such case, so
long
as such Event of Default shall not have been remedied, the Trustee may, and
at
the direction of the Holders of Certificates evidencing not less than 25%
of the
Voting Rights evidenced by the Certificates, the Trustee shall, by notice
in
writing to the Master Servicer,
with a
copy to the Rating Agencies, terminate all of the rights and obligations
(but
not the liabilities)
of the Master Servicer under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof, other than its rights as a Certificateholder hereunder.
On
or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer hereunder, whether with respect
to
the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee,
or
any successor appointed pursuant to Section 9.02 (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 VI, subject, in the case of the Trustee, to Section 9.02. 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 VIII or Article
X. 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
Distribution Account maintained pursuant to Section 5.08, 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 5.02 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which
arose
prior to the termination of its activities hereunder.
Notwithstanding
the foregoing, if an Event of Default described in clause (vii) of this Section
9.01 shall occur and the Master Servicer fails to make such Advance described
in
clause (vii), the Trustee shall, by notice in writing to the Master Servicer,
which may be delivered by telecopy, immediately terminate all of the rights
and
obligations of the Master Servicer thereafter arising under this Agreement,
but
without prejudice to any rights it may have as a Certificateholder or to
reimbursement of Advances and other advances of its own funds, and the Trustee
shall act as provided in Section 8.02 to carry out the duties of the Master
Servicer, including the obligation to make any Advance the nonpayment of
which
was an Event of Default described in clause (vii) of this Section 9.01. Any
such
action taken by the Trustee must be prior to the distribution on the relevant
Distribution Date.
Section
9.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 9.01 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 have
all the
rights and powers of, and 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 VI 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 indemnifications 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
VI 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 Xxx and Xxxxxxx Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000
and (ii) be willing to act as successor servicer of any Mortgage Loans under
this Agreement, and shall have executed and delivered to the Depositor, 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 9.01 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 9.02, 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
related Mortgage Loans properly and effectively, to the extent not paid by
the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
10.05. 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
9.03 Notification
to Certificateholders and Rating Agencies.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the
Trustee
shall give prompt written notice thereof to Certificateholders 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 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
9.04 Waiver
of
Defaults.
The
Trustee shall transmit by mail to all Certificateholders, 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. Holders of
Certificates evidencing not less than 51% of the Voting Rights may, on behalf
of
all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except
a
default in the making of or the causing to be made of any required distribution
on the Certificates. Upon any such waiver of a past default, such default
shall
be deemed to cease to exist, and any Event of Default arising therefrom shall
be
deemed to have been timely remedied for every purpose of this Agreement.
No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Trustee
shall
give notice of any such waiver to the Rating Agencies.
ARTICLE
X
CONCERNING
THE TRUSTEE
Section
10.01 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, on their face,
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 6.04 and 11.02 herein based solely on the applicable
Remittance Report.
(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 notice,
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 in the name of Trustee unless it is determined by a court of
competent jurisdiction in a non-appealable judgment that the Trustee’s gross
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the
Trustee
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 shall be promptly so deposited by the
Trustee.
Section
10.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 10.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution or certificate of the Seller or the Master Servicer,
any certificates of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith
and in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give
notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any
of the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security
or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the
Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it
by this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) Prior
to
the occurrence of an Event of Default hereunder and after the curing or waiver
of all Events of Default which may have occurred with respect to the Trustee,
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 10.07; and
(ix) The
Trustee shall not have any duty to conduct any affirmative investigation
as to
the occurrence of any condition requiring the repurchase of any Mortgage
Loan by
any Person pursuant to this Agreement, or the eligibility of any Mortgage
Loan
for purposes of this Agreement.
(b) The
Trustee is hereby directed by the Depositor to execute and deliver the Insurance
Agreement.
Section
10.03 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 does not make any 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 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 have any
responsibility 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
10.04 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
10.05 Trustee’s
Fees and Expenses.
The
Trustee will be entitled to recover from the Distribution Account pursuant
to
Section 5.08, the Trustee Fee, all reasonable out-of-pocket expenses,
disbursements and advances and the expenses of the Trustee in connection
with
any Event of Default, 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
or the Trust Fund 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 upon demand. 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
10.06 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 $40,000,000
or,
in the case of a successor Trustee, $50,000,000, subject to supervision or
examination by federal or state authority and, in the case of the Trustee,
rated
“BBB” or higher by Fitch, Inc. with respect to their long-term rating and rated
“BBB” or higher by Standard & Poor’s and “Baa2” or higher by Moody’s with
respect to any outstanding long-term unsecured unsubordinated debt, and,
in the
case of a successor Trustee other than pursuant to Section 10.10, rated in
one
of the two highest long-term debt categories of, or otherwise acceptable
to,
each of the Rating Agencies (which consent shall not be unreasonably withheld).
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 10.06 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 10.06, the Trustee shall resign immediately in
the
manner and with the effect specified in Section 10.08.
Section
10.07 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”). 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 10.07 shall be
furnished to any Certificateholder upon reasonable written request.
Section
10.08 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. 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 10.06 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,
each Master Servicer and the successor trustee.
The
Holders evidencing at least 51% of the Voting Rights of the 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 each of the Master Servicer or 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 the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 10.08 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
10.09 hereof.
Section
10.09 Successor
Trustee.
Any
successor trustee appointed as provided in Section 10.08 hereof shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee and
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 10.09
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 10.06 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
10.09, 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
10.10 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 10.06 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
10.11 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 10.11,
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 10.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 10.09.
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
X.
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
10.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute one or more REMICs, 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 for so long as it
is
also Master Servicer (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 10.12, 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 by the Trustee pursuant to this Section 10.12 requiring a signature
thereon by the Trustee; (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) neither
the Trustee nor the Master Servicer shall 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 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 related Mortgage Loans. Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional information
or data that the Trustee may, from time to time, request in order to enable
the
Trustee to perform its duties as set forth herein. The Depositor hereby
indemnifies the Trustee for any losses, liabilities, damages, claims or expenses
of the Trustee arising from any errors or miscalculations of the Trustee
that
result from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V as defined in Section 860F(a)(2)
of the
Code, on the “net income from foreclosure property” of the Trust Fund as defined
in Section 860G(c) of the Code, on any contribution to any of REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V after the Startup Day pursuant to Section
860G(d)
of the Code, or any other tax is imposed, including, without limitation,
any
federal, state or local tax or minimum tax imposed upon any of REMIC I, REMIC
II, REMIC III, REMIC IV or REMIC V and is not paid as otherwise provided
for
herein, such tax shall be paid by (i) the Master Servicer or the Trustee,
if any
such tax arises out of or results from a breach by the Master Servicer or
the
Trustee of any of its obligations under this Agreement, provided, however,
in no
event shall the Master Servicer or the Trustee 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 or the Trustee
of
its duties and obligations set forth herein, or (3) for any special or
consequential damages to Certificateholders (in addition to payment of principal
and interest on the Certificates), (ii) any party hereto (other than the
Master
Servicer or
the Trustee)
to the extent any such
tax
arises out of or results from a breach by such other party of any of its
obligations under this Agreement or (iii) in all other cases, or in the event
that any liable party hereto fails to honor its obligations under the preceding
clauses (i) or (ii), first with amounts otherwise to be distributed to the
Class
R Certificateholders, and second with amounts otherwise to be distributed
to all
the Holders of the following Certificates in the following order of priority:
first,
to
the
Class B-4 Certificates, second, to the Class B-3 Certificates, third, to
the
Class B-2 Certificates, fourth, to the Class B-1 Certificates, fifth, to
the
Class M-4 Certificates, sixth, to the Class M-3 Certificates, seventh, to
the
Class M-2 Certificates, eighth, to the Class M-1 Certificates, and ninth,
to the
Class A Certificates (pro
rata
based on
the amounts to be distributed). Notwithstanding anything to the contrary
contained herein, to the extent that such tax is payable by the Holder of
any
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Class R Certificates (and, if necessary, second,
from the Holders of the other Certificates in the priority specified in the
preceding sentence), funds otherwise distributable to such Holders in an
amount
sufficient to pay such tax. The
Trustee
shall
include in its Remittance Report instructions as to distributions to such
parties taking into account the priorities described in the second preceding
sentence. The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
The
Trustee agrees that, in the event it should obtain any information necessary
for
the other party to perform its obligations pursuant to this Section 10.12,
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.
ARTICLE
XI
TERMINATION
Section
11.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
Subject
to Section 11.03, 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 C Certificateholder (or
its
designee) 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, and (iv) unreimbursed out-of pocket costs
of
the Master Servicer, including unreimbursed servicing advances and the principal
portion of any unreimbursed Advances, made on the Mortgage Loans prior to
the
exercise of such repurchase right, (v) any unreimbursed costs and expenses
of
the Trustee payable pursuant to Section 10.05 or of the Custodian pursuant
to
the Custodial Agreement, 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 trusts
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.
The
right
to repurchase all Mortgage Loans and REO Properties by the Majority Class
C
Certificateholder pursuant to clause (a) in the preceding paragraph shall
be
conditioned upon the Stated Principal Balance of all of the Mortgage Loans
in
the Trust Fund, at the time of any such repurchase, aggregating 20% or less
of
the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.
Section
11.02 Final
Distribution on the Certificates.
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 Distribution 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 Certificates at the Corporate Trust Office of the Trustee.
If
the Majority Class C Certificateholder elects to terminate the Trust Fund
pursuant to Section 11.01, at least 20 days prior to the date notice is to
be
mailed to the Certificateholders, the Majority Class C Certificateholder
shall
notify the Depositor and the Trustee of the date the Majority Class C
Certificateholder intends to terminate the Trust Fund. The Majority Class
C
Certificateholder shall remit the Mortgage Loan Purchase Price to the Trustee
on
the Business Day prior to the Distribution Date for such Optional Termination
by
the Majority Class C Certificateholder.
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.
Upon
such
final deposit with respect to the Trust Fund and the receipt by the Custodian
of
a Request for Release therefor, the Custodian shall promptly release to the
Master Servicer, as applicable the Mortgage Files for the Mortgage Loans
and the
Trustee shall execute and deliver any documents prepared and delivered to
it
which are necessary to transfer any REO Property.
Upon
presentation and surrender of the Certificates, the Trustee shall distribute
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.
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
11.03 Additional
Termination Requirements.
(a) Upon
exercise by the Majority Class C Certificateholder of its purchase option
as
provided in Section 11.01, the Trust Fund shall be terminated in accordance
with
the following additional requirements, unless the Trustee has been supplied
with
an Opinion of Counsel addressed to the Trustee at the expense of the Majority
Class C Certificateholder to the effect that the failure of the Trust Fund
to
comply with the requirements of this Section 11.03 will not (i) result in
the
imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1) The
Majority Class C Certificateholder 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 and REMIC V pursuant to Treasury Regulation
Section 1.860F-1. The Majority Class C Certificateholder 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 C
Certificateholder;
(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 each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC
V,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation
under
Section 860F of the Code and any regulations thereunder upon the written
request
of the Majority Class C Certificateholder and the receipt of the Opinion
of
Counsel referred to in Section 11.03(a)(1) and to take such other action
in
connection therewith as may be reasonably requested by the Majority Class
C
Certificateholder.
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
Section
12.01 Amendment.
This
Agreement may be amended from time to time by parties hereto without the
consent
of any of the Certificateholders to cure any ambiguity, to correct or supplement
any provisions herein (including to give effect to the expectations of
investors), to comply with any changes in the Code, to revise any provisions
to
reflect the obligations of the parties to this Agreement as they relate to
Regulation AB, to change the manner in which the Distribution Account maintained
by the Trustee or the Protected Account maintained by the Master Servicer
is
maintained or to make such other provisions with respect to matters or questions
arising under this Agreement as shall not be inconsistent with any other
provisions herein if such action shall not, as evidenced by an Opinion of
Counsel addressed to the Trustee, adversely affect in any material respect
the
interests of any Certificateholder; provided that any such amendment shall
be
deemed not to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of
the respective ratings then assigned to the Certificates.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties
hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of each of REMIC I, REMIC II, REMIC
III, REMIC IV or REMIC V, as a REMIC under the Code or to avoid or minimize
the
risk of the imposition of any tax on any of REMIC I, REMIC II, REMIC III,
REMIC
IV or REMIC V pursuant to the Code that would be a claim against any of REMIC
I,
REMIC II, REMIC III, REMIC IV or REMIC V at any time prior to the final
redemption of the Certificates, provided that the Trustee has been provided
an
Opinion of Counsel addressed to the Trustee, which opinion shall be an expense
of the party requesting such opinion but in any case shall not be an expense
of
the Trustee or the Trust Fund, to the effect that such action is necessary
or
appropriate to maintain such qualification or to avoid or minimize the risk
of
the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties hereto with
the
consent of the Holders of the Certificates evidencing over 50% of the aggregate
Certificate Principal Balance of the Certificates, or the Holders of each
Class
of Certificates affected thereby, 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 or REMIC V to cease to qualify as a REMIC or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment without the consent of the Holders
of
all Certificates 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 REMIC I, REMIC II, REMIC III, REMIC IV
or
REMIC V or the Certificateholders or cause REMIC I, REMIC II, REMIC III,
REMIC
IV or REMIC V to cease to qualify as a REMIC at any time that any Certificates
are outstanding. Further, nothing in this Agreement shall require the Trustee
to
enter into an amendment without receiving an Opinion of Counsel, satisfactory
to
the Trustee (i) that such amendment is permitted and is not prohibited by
this
Agreement and (ii) that all requirements for amending this Agreement (including
any consent of the applicable Certificateholders) have been complied
with.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder 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
12.02 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
12.03 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
12.04 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 Seller 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 Seller 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 Seller 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 Seller 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 shall be maintained
as such throughout the term of the Agreement.
Section
12.05 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 11.01; 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 Xxxxxxxxxxx, XXX Mortgage
Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (000)
000-0000), attention: President or General Counsel or such other address
as may
be hereafter furnished to the other parties hereto by the Master Servicer
in
writing; (iii) in the case of the Trustee, P. O. Xxx 00, Xxxxxxxx, Xxxxxxxx
00000 (or, for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
21045), Attention: BSMF 2006-AC1 or such other address as may be hereafter
furnished to the other parties hereto by the Trustee in writing and (iv)
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,
Attention: Mortgage Surveillance Group. Any notice delivered to the Seller,
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
12.06 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
12.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 8.07, this Agreement may not be assigned by the Master Servicer,
the
Seller or the Depositor.
Section
12.08 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 12.08, each and every Certificateholder, the
Trustee shall be entitled to such relief as can be given either at law or
in
equity.
Section
12.09 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 or 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 12.09 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 10.05 hereof).
Section
12.10 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.
* * *
IN
WITNESS WHEREOF, the Depositor, the Seller, the Master Servicer 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 Master Servicer
|
|
|
By:
|
/s/
Xxx Xxxxxxxx
|
|
Name:
|
Xxx
Xxxxxxxx
|
|
Title:
|
Executive
Vice President
|
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Trustee
|
|
|
By:
|
/s/ Xxxxxxxx X. Xxxxxxxxxx |
|
Name:
|
Xxxxxxxx X. Xxxxxxxxxx |
|
Title:
|
Assistant Vice President |
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
this 31st day of July, 2006, before me, a notary public in and for said State,
appeared Xxxxx Xxxxxxxxxxx, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Bear Xxxxxxx Asset Backed
Securities I LLC, one of the companies that executed the within instrument,
and
also known to me to be the person who executed it on behalf of such limited
liability company and acknowledged to me that such limited liability company
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
)
|
||
|
)
|
ss.:
|
|
|
COUNTY
OF DALLAS
|
)
|
On
this 31st day of July, 2006, before me, a notary public in and for said State,
appeared ________________________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of EMC Mortgage
Corporation, one of the corporations that executed the within instrument,
and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF MARYLAND
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF BALTIMORE
|
)
|
On
this 31st day of July, 2006, before me, a notary public in and for said State,
appeared ____________________, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Xxxxx Fargo Bank,
National Association that executed the within instrument, and also known
to me
to be the person who executed it on behalf of such national banking association,
and acknowledged to me that such national banking association 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”).
[FOR
CLASS A-1, CLASS A-2 AND CLASS A-3] CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED
LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT. 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.
|
Certificate
No.1
|
[Pass-Through
Rate: [ ]]
|
|
Class
A-[1][2][3][4] Senior
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
July
1, 2006
|
Aggregate
Initial Certificate [Principal Balance] [Notional Amount] of this
Certificate as of the Cut-off Date:
$[_____________]
|
|
First
Distribution Date:
August
25, 2006
|
Initial
Certificate [Principal Balance] [Notional Amount] of this Certificate
as
of the Cut-off Date: $[_____________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[___________]
|
|
Assumed
Final Distribution Date:
August
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC1
evidencing
a percentage interest in the distributions allocable to the Class A-[1][2][3][4]
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
servicer of the Mortgage Loans (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 Master Servicer, and Xxxxx
Fargo Bank, National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
[For
Class A-1 and Class A-2] Interest on this Certificate will accrue during the
month prior to the month in which a Distribution Date (as hereinafter defined)
occurs on the Certificate Principal Balance hereof at a per annum rate equal
to
the Pass-Through Rate set forth above. The Trustee will distribute on the 25th
day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar
month immediately preceding the month in which the Distribution Date occurs,
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month following the latest scheduled maturity date of any Mortgage Loan and
is
not likely to be the date on which the Certificate Principal Balance of this
Class of Certificates will be reduced to zero.
[For
Class A-3 and A-4] [Interest on this Certificate will accrue from and including
the 25th day of the calendar month preceding the month in which a Distribution
Date (as hereinafter defined) occurs to and including the 24th day of the
calendar month in which that Distribution Date occurs on the Certificate
[Principal Balance] [Notional Amount] 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, an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to the Holders of Certificates
of
the same Class as this Certificate. The Assumed Final Distribution Date is
the
Distribution Date in the month following the latest scheduled maturity date
of
any Mortgage Loan and is not likely to be the date on which the Certificate
[Principal Balance] [Notional Amount] of this Class of Certificates will be
reduced to zero. [The Class A-4 Certificates have no Certificate Principal
Balance.]
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice. The Initial Certificate [Principal
Balance] [Notional Amount] 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
thereto.] [For
Class A-4]
[The
Initial Notional Amount of this Certificate is set forth above.]
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed.
|
Dated:
July 31, 2006
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Trustee
|
||||||||||||||
|
By:
|
|||||||||||||||
|
Authorized
Signatory
|
|||||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class
A-[1][2][3][4] Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
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
This
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
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
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] 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 AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE
AGREEMENT.
|
Certificate
No.1
|
Adjustable
Pass-Through Rate
|
|
Class
M-[1][2][3][4] Subordinate
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
July
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[________________]
|
|
First
Distribution Date:
August
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[________________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_______________]
|
|
Assumed
Final Distribution Date:
August
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC1
evidencing
a percentage interest in the distributions allocable to the Class M-[1][2][3][4]
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
servicer of the Mortgage Loans (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 Master Servicer, and Xxxxx
Fargo 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 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs (or, with respect to the first accrual period, the Closing Date) to
and
including the 24th day of the calendar month in which that Distribution Date
occurs on the Certificate Principal Balance hereof at a per annum rate equal
to
the Pass-Through Rate set forth above and as further described in the Agreement.
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,
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month following the latest scheduled maturity date of any Mortgage Loan and
is
not likely to be the date on which the Certificate Principal Balance of this
Class of Certificates will be reduced to zero.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. 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 thereto.
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.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in section 7.02(b) of the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
July 31, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3][4] Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, 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
This
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
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-3
FORM
OF CLASS B 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
B-1
CERTIFICATES] [,] [AND] [CLASS B-2 CERTIFICATES] [AND] [CLASS B-3 CERTIFICATES]
AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED
HEREIN.
[For
Class B-1, Class B-2 and Class B-3] UNLESS THIS CERTIFICATE IS PRESENTED BY
AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
[For
Class B-1, Class B-2 and Class B-3] EACH HOLDER OF A CERTIFICATE OR BENEFICIAL
OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION
7.02(b) OF THE AGREEMENT.
[For
Class B-4] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO
RULE
144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL
OF
THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE 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 AN OPINION OF COUNSEL AS TO
COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I)
WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN
INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX 00-00, XXXX
00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
A
GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH
EFFECT.]
|
Certificate
No.1
|
Adjustable
Pass-Through Rate
|
|
Class
B-[1][2][3][4] Subordinate
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
July
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[________________]
|
|
First
Distribution Date:
August
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[________________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_______________]
|
|
Assumed
Final Distribution Date:
August
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC1
evidencing
a percentage interest in the distributions allocable to the Class B-[1][2][3][4]
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that ___________ is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
servicer of the Mortgage Loans (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 Master Servicer, and Xxxxx
Fargo Bank, National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
[For
Class B-1, Class B-2, and Class B-3] [Interest on this Certificate will accrue
from and including the 25th day of the calendar month preceding the month in
which a Distribution Date (as hereinafter defined) occurs (or, with respect
to
the first accrual period, the Closing Date) to and including the 24th day of
the
calendar month in which that Distribution Date occurs on the Certificate
Principal Balance hereof at a per annum rate equal to the Pass-Through Rate
set
forth above and as further described in the Agreement. 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, 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 immediately following
the month of the latest scheduled maturity date of any Mortgage Loan and is
not
likely to be the date on which the Certificate Principal Balance of this Class
of Certificates will be reduced to zero.]
[For
Class B-4] [Interest on this Certificate will accrue from and including the
25th
day of the calendar month preceding the month in which a Distribution Date
(as
hereinafter defined) occurs (or, with respect to the first accrual period,
the
Closing Date) to and including the 24th day of the calendar month in which
that
Distribution Date occurs on the Certificate Principal Balance hereof at a per
annum rate equal to the Pass-Through Rate set forth above and as further
described in the Agreement. 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 Business Day of the month immediately
preceding the month of such Distribution date so long as this Certificate
remains in non book-entry form (and otherwise, the close of business on the
Business Day immediately preceding such Distribution Date) an amount equal
to
the product of the Percentage Interest evidenced by this Certificate and the
amount (of interest and principal, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed
Final
Distribution Date is the Distribution Date in the month following the latest
scheduled maturity date of any Mortgage Loan.]
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice. The Initial Certificate Principal Balance
of this Certificate is set forth above. The Certificate Principal Balance hereof
will be reduced to the extent of distributions allocable to principal hereon
and
any Realized Losses allocable hereto.
[For
Class B-4] [No transfer of this Class B-4 Certificate will be made unless such
transfer is (i) exempt from the registration requirements of the Securities
Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws and (ii) made in accordance with Section
7.02
of the Agreement. In the event that such transfer is to be made the Trustee
shall register such transfer if, (i) made to a transferee who has provided
the
Trustee with evidence as to its QIB status; or (ii) (A) the transferor has
advised the Trustee in writing that the Certificate is being transferred to
an
Institutional Accredited Investor and (B) prior to such transfer the transferee
furnishes to the Trustee an Investment Letter; provided that if based upon
an
Opinion of Counsel to the effect that (A) and (B) above are not sufficient
to
confirm that such transfer is being made pursuant to an exemption from, or
in a
transaction not subject to, the registration requirements of the Securities
Act
and other applicable laws, the Trustee shall as a condition of the registration
of any such transfer require the transferor to furnish such other
certifications, legal opinions or other information prior to registering the
transfer of this Certificate as shall be set forth in such Opinion of
Counsel.]
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in section 7.02(b) of the Agreement.
[For
Class B-4] [This Certificate may not be acquired directly or indirectly by,
or
on behalf of, an employee benefit plan or other retirement arrangement which
is
subject to Title I of the Employee Retirement Income Security Act of 1974,
as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended,
unless the transferee certifies or represents that the proposed transfer and
holding of a Certificate and the servicing, management and operation of the
trust and its assets: (i) will not result in any prohibited transaction which
is
not covered under an individual or class prohibited transaction exemption,
including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”)
84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60 or PTCE 96-23 and (ii) will not give
rise to any additional obligations on the part of the Depositor, the Master
Servicer or the Trustee, which will be deemed represented by an owner of a
Book-Entry Certificate or a Global Certificate, or an Opinion of Counsel
specified in section 7.02 of the Agreement is provided. This Certificate is
one
of a duly authorized issue of Certificates designated as set forth on the face
hereof (the “Certificates”). The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.]
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
July 31, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class B-[1][2][3][4] Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, 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
This
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
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-4
FORM
OF CLASS
C 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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “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
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
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 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) (OR ANY ENTITY IN WHICH ALL OF THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE Trustee OF AN OPINION
OF
COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, 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
C
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
July
1, 2006
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[____________]
|
|
First
Distribution Date:
August
25, 2006
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[____________]
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_______________]
|
|
Assumed
Final Distribution Date:
August
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC1
evidencing
a percentage interest in the distributions allocable to the Class C Certificates
with respect to a Trust Fund consisting primarily of a pool of conventional,
one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that _______________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
servicer of the Mortgage Loans (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 Master Servicer, and Xxxxx
Fargo 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. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee, or the Master Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law
or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
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 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.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
July 31, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class C Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
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
This
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
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-5
FORM
OF CLASS P 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. 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 “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
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
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 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) (OR ANY ENTITY IN WHICH ALL OF THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE TRUSTEE OF AN OPINION
OF
COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, 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:
July
1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$100.00
|
|
First
Distribution Date:
August
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$100.00
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_________________]
|
|
Assumed
Final Distribution Date:
August
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC1
evidencing
a percentage interest in the distributions allocable to the Class P Certificates
with respect to a Trust Fund consisting primarily of a pool of conventional,
one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that _______________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
servicer of the Mortgage Loans (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 Master Servicer, and Xxxxx
Fargo 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 United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that it is a United
States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right,
in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.
The
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. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trustee shall require receipt of (i) if such transfer is purportedly being
made
in reliance upon Rule 144A under the 1933 Act, written certifications from
the
Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and
(ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee, or the Master Servicer in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder’s prospective
transferee upon which such Opinion of Counsel is based. Neither the Depositor
nor the Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law
or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Depositor, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
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 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.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
July 31, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
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
This
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
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-6
FORM
OF CLASS R[-][1][2][3][X] CERTIFICATES
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
(AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
AGREEMENT, 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 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) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON. 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 OR A NON-UNITED STATES PERSON, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
|
Certificate
No.1
|
|
|
Class
R-[1][2][3][X]
|
|
|
Percentage
Interest: 100%
|
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
July
1, 2006
|
|
|
First
Distribution Date:
August
25, 2006
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
|
|
CUSIP:
[____________]
|
|
|
Assumed
Final Distribution Date:
August
25, 2036
|
|
BEAR
XXXXXXX MORTGAGE FUNDING TRUST 2006-AC1
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC1
evidencing
a percentage interest in the distributions allocable to the Class
R[-][1][2][3][X] Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional, one- to four-family, fixed interest rate mortgage
loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by Bear
Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or the Trustee or
any
of their affiliates or any other person. None of Bear Xxxxxxx Asset Backed
Securities I LLC, the Master Servicer or any of their affiliates will have
any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This
certifies that _______________ is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS I. EMC will act as master
servicer of the Mortgage Loans (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 Master Servicer, and Xxxxx
Fargo 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 United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that it is a United
States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right,
in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.
The
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. The Assumed Final Distribution Date is the
Distribution Date in the month following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
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 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.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of such
Class or Classes. Any such consent by the Holder of this Certificate shall
be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the first Distribution Date on which the aggregate Stated Principal Balance
of
the Mortgage Loans is less than or equal to a certain percentage of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
as set forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
|
Dated:
July 31, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Trustee
|
||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Signatory
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R[-][1][2][3][X] Certificates referred to in the
within-mentioned Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
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
This
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
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
STATE ZIP_CODE CITY1 PROPTYPE
-----------------------------------------------------------------------------------------------------------
VA 23233 RICHMOND Single Family
VA 22310 ALEXANDRIA PUD
MD 20715 BOWIE Single Family
DC 20016 Washington Single Family
MD 21009 ABINGDON PUD
GA 30319 Xxxxxxx XXX
XX 00000 Blacksburg Single Family
VA 20111 MANASSAS Single Family
MD 20785 HYATTSVILLE PUD
VA 22151 N SPRINGFIELD PUD
PA 19460 Phoenixville Single Family
GA 30043 Lawrenceville PUD
PA 16125 GREENVILLE Single Family
MD 00000 XXXXXXX Xxxxxxxxx
XX 00000 WHITE PLAINS PUD
VA 22405 FALMOUTH Single Family
GA 30294 ELLENWOOD Single Family
VA 22473 Heathsville Single Family
MD 21163 WOODSTOCK Single Family
MD 00000 Xxxxx Xxx Xxxxxx Xxxxxx
XX 00000 SEVERN Condominium
DE 19943 XXXXXX Single Family
DE 19805 WILMINGTON Single Family
MD 00000 XXXXXXXX XXXX Single Family
DE 00000 XXXXXXXXXX Xxxxxxxxx
XX 00000 WALDORF Condominium
MD 21037 Edgewater Single Family
MD 21502 CUMBERLAND 2-4 Family
UT 84065 XXXXXXXX PUD
ID 00000 Xxxxx Xxxxx Single Family
NY 10452 Bronx 2-4 Family
NY 11434 Jamaica Single Family
NY 11422 Rosedale Single Family
NY 11429 Queens Village Single Xxxxxx
XX 00000 Biloxi Single Family
NY 11206 Brooklyn 2-4 Family
FL 33813 Lakeland Single Family
NY 10451 Bronx 2-4 Family
NY 10030 New York 2-4 Family
NJ 7206 Xxxxxxxxx 2-4 Family
NY 00000 Xxxx Xxxx Xxxxxx Xxxxxx
XX 00000 Woodhaven 2-4 Family
NY 11563 Lynbrook 2-4 Family
NJ 7503 Paterson 2-4 Family
NY 11422 Rosedale Single Family
GA 30263 Newnan Single Family
NY 11550 Hempstead 2-4 Family
NY 11234 Brooklyn Single Family
NY 11561 Xxxx Xxxxx XX-XX
XX 00000 Xxxxx Xxxx Single Family
NY 11421 Woodhaven Single Family
NJ 8610 Xxxxxxxx Single Family
MD 00000 Xxxxx Xxxx Xxxxxxxxxxx
XX 00000 SANFORD Single Family
NJ 7105 NEWARK Single Family
NJ 7104 NEWARK 2-4 Family
FL 33701 St Petersburg Single Family
FL 32820 XXXXXXX XXX
XX 00000 THOMASVILLE Single Family
PA 18508 SCRANTON Single Family
PA 19104 PHILADELPHIA 2-4 Family
NJ 7109 BELLEVILLE Single Family
NJ 7202 Xxxxxxxxx Single Family
NJ 8822 FLEMINGTON Condominium
NJ 7087 UNION CITY 2-4 Family
NJ 7734 KEANSBURG BOURGH 2-4 Family
NJ 0000 XXXXXX XXXXXXXX Xxxxxxxxxxx
XX 00000 EAST STROUDSBURG Single Family
PA 18102 ALLENTOWN Single Family
FL 32805 ORLANDO 2-4 Family
NJ 8081 XXXXXXX TOWNSHIP Single Family
NJ 0000 XXXXX XXXXXX xxxxxxxx 0-0 Xxxxxx
XX 00000 LEESBURG Single Family
NC 28208 Charlotte Single Family
NJ 8618 TRENTON 2-4 Family
NJ 7208 XXXXXXXXX 2-4 Family
NJ 0000 XXXXXXX XXXXXXXX Xxxxxx Xxxxxx
XX 00000 LAUDERHILL PUD
GA 30084 XXXXXX Xxxxxxxxxxx
XX 00000 FRANKLIN Single Family
GA 31794 TIFTON Single Family
GA 30044 Lawrenceville Single Family
GA 30060 Marietta Single Family
SC 29568 LONGS Single Family
GA 30504 Gainesville Single Family
GA 30291 UNION CITY Single Family
GA 30328 Marietta Single Family
TX 75154 Xxxxx Heights Single Family
TX 79938 El Paso Single Family
OK 74055 Owasso Single Family
TX 75208 DALLAS 2-4 Family
TX 75208 DALLAS 2-4 Family
TX 75214 Dallas Single Family
TX 78613 Cedar Park Single Family
TX 77036 Xxxxxxx XXX
XX 00000 San Antonio 2-4 Family
TX 77079 Houston PUD
TX 77590 Xxxxx Xxxx 0-0 Xxxxxx
XX 00000 Vancouver Single Family
OH 44449 North Xxxxxx Single Family
TX 79936 El Paso Single Family
FL 33027 MIRAMAR Xxxxxxxxxxx
XX 00000 The Colony Single Family
TX 75062 IRVING 2-4 Family
TX 75224 Dallas Single Family
TX 77033 Houston Single Family
OR 97006 Beaverton 2-4 Family
TX 77535 Dayton Single Family
OK 74129 Tulsa Single Family
TX 78201 San Antonio 2-4 Family
TX 77070 XXXXXXX XXX
XX 00000 Carrollton Single Family
TX 75225 DALLAS Xxxxxxxxxxx
XX 00000 Albuquerque Single Family
FL 33498 Boca Raton Xxxxxxxxxxx
XX 00000 Homestead Condominium
PA 15601 Greensburg Single Family
NJ 8902 North Brunswick 2-4 Family
NJ 7104 Newark Single Family
NJ 7083 Union Single Family
NJ 7104 Newark 2-4 Family
FL 32693 TRENTON Single Family
CO 81650 RIFLE Single Family
FL 33313 SUNRISE PUD
CO 00000 XXXXXX XXXX XXX
XX 00000 DENVER PUD
FL 33773 Largo Single Family
TN 37211 Nashville Single Family
FL 34212 Bradenton PUD
TN 37406 Chattanooga 2-4 Family
FL 00000 Xxxxxxxx Xxxx Xxxxxx Xxxxxx
XX 00000 Venice Single Family
TN 37406 Chattanooga 2-4 Family
FL 34787 Winter Garden PUD
AL 35242 Birmingham PUD
TN 37406 Chattanooga 2-4 Family
FL 32566 Navarre PUD
FL 33703 St Petersburg Condominium
TN 37406 Chattanooga 2-4 Family
TN 38305 Xxxxxxx Single Family
FL 32826 Orlando Single Family
TN 37087 Lebanon Single Family
TN 37406 Chattanooga 2-4 Family
FL 32796 Xxxxxxxxxx XXX
XX 00000 Covington Single Family
TN 37115 Madison Xxxxxxxxxxx
XX 00000 Holiday Single Family
FL 32404 Panama City Single Xxxxxx
XX 00000 DECATUR Single Family
GA 00000 XXXX XXXXX Xxxxxx Xxxxxx
XX 00000 WINDER Single Family
GA 30273 XXX Single Family
GA 30117 CARROLLTON Single Family
GA 30605 ATHENS 2-4 Family
GA 30318 ATLANTA Single Family
GA 30318 XXXXXXX XXX
XX 00000 LAWRENCEVILLE PUD
GA 30121 CARTERSVILLE Single Family
GA 30034 DECATUR Single Family
GA 30141 XXXXX Single Family
CA 92395 Victorville Single Family
PA 19608 XXXXXXX Xxxxxxxxx
XX 0000 Xxxxxxx Condominium
PA 19070 Xxxxxx Single Family
PA 19146 Philadelphia Single Family
PA 16505 Erie Single Family
PA 19050 Lansdowne Single Family
NY 11003 Elmont Single Family
PA 19145 Phila Single Family
PA 19143 Xxxxxxxxxxxx Xxxxxxxxx
XX 00000 Philadelphia Single Family
PA 19317 Chadds Ford PUD
PA 19124 . 2-4 Family
NY 10024 New York CO-OP
FL 33436 VILLAGE OF GOLF Single Family
NY 11702 Babylon 2-4 Family
NY 11596 E WILLISTON Single Family
NJ 0000 XXXXXXXX XXXXX Xxxxxx Xxxxxx
XX 00000 Babylon Single Family
NY 11937 E HAMPTON Single Family
AZ 85220 Xxxxxx Xxxxxxxx XXX
XX 00000 Mesa Single Family
NJ 8103 CAMDEN Single Family
NJ 7110 NUTLEY 2-4 Family
AR 00000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx
XX 00000 Arlington Single Family
TX 75219 Dallas Condominium
TX 75218 Dallas Single Family
TX 75230 Dallas Condominium
IL 62232 Caseyville Single Family
GA 30540 East Ellijay Single Family
FL 32811 Orlando 2-4 Family
FL 34759 Kissimmee Single Family
GA 30281 Stockbridge Single Family
FL 33614 Tampa Single Family
SC 29451 Isle Of Palms Single Family
CO 81007 Pueblo West Single Family
GA 30349 Atlanta Single Family
FL 34473 Ocala Single Family
IN 46410 Merrillville Single Family
MO 63129 Saint Louis Single Family
AZ 85228 Coolidge Single Family
FL 34434 Citrus Springs Single Family
NJ 7055 Passaic 2-4 Family
NY 11510 Xxxxxxx Single Family
CA 92352 Lake Arrowhead Condominium
CA 90027 Los Angeles 2-4 Family
VA 22193 Woodbridge Single Family
AZ 85013 Phoenix Single Family
TX 78572 MISSION Single Family
CA 95843 Antelope Single Family
TX 79905 El Paso Single Xxxxxx
XX 00000 Laredo PUD
AZ 86046 Xxxxxxxx Single Family
GA 00000 Xxxxx Xxxx XXX
XX 00000 Laredo PUD
XX 00000 Xxxxxx Single Family
TX 78539 Edinburg Single Family
NC 28262 Charlotte PUD
IN 46143 Greenwood PUD
NC 27704 Xxxxxx XXX
XX 00000 PUEBLO 2-4 Family
AZ 85239 MARICOPA Single Family
CO 80214 DENVER Single Family
TX 77396 HUMBLE PUD
CA 92376 RIALTO Single Family
MN 55075 South Saint Xxxx Single Family
MN 00000 Xxxxx Xxxxxx Xxxxxxxxxxx
XX 00000 GARLAND Single Family
GA 30060 Marietta Single Family
GA 30809 Xxxxx PUD
TX 78223 San Antonio PUD
GA 30809 Xxxxx Single Family
TX 76207 Xxxxxx XXX
XX 00000 Yuba City Single Xxxxxx
XX 00000 Hampton PUD
IL 60629 Chicago Single Family
IL 60014 CRYSTAL LAKE Condominium
NJ 7928 Chatham Single Family
TX 78245 San Antonio PUD
TX 75068 Little Xxx XXX
XX 00000 Xxxxxxxx Xxxxxxxxx
XX 00000 Carrollton Single Xxxxxx
XX 00000 Sachse Single Family
TX 75068 Little Xxx XXX
XX 00000 Decatur 2-4 Family
TX 78223 Xxx Xxxxxxx XXX
XX 00000 Venus Single Family
GA 30058 Lithonia 2-4 Family
NC 27597 Zebulon Single Family
TX 75070 Mckinney PUD
TX 75032 Rockwall Condominium
TX 75416 BLOSSOM Single Family
UT 84043 LEHI Single Family
CA 92115 San Diego Single Family
PA 18017 XXXXXXXXX Xxxxxxxxx
XX 00000 PARK HEIGHTS Townhouse
MD 00000 XXXXX XXXXXXXX XXX
XX 00000 VERMONTVILLE Single Family
XX 00000 Xxxxxxxx Single Family
OH 43068 REYNOLDSBURG Single Family
NV 89108 LAS VEGAS Single Family
XX 00000 Anacortes Xxxxxxxxxxx
XX 00000 Apopka PUD
MD 00000 Xxxxxxxxxxx Xxxxxxxxxxx
XX 00000 Carrollton Single Family
OR 97223 Portland 2-4 Family
TX 75035 Frisco PUD
CA 93631 Kingsburg 2-4 Family
TX 78734 Lakeway 2-4 Family
AZ 85641 Vail PUD
TX 76105 Fort Worth 2-4 Family
AZ 85741 Tucson PUD
MD 00000 Xxxx Xxxxxx Xxxxxx Xxxxxx
XX 00000 ELK GROVE Single Family
CA 93631 Kingsburg 2-4 Family
AZ 85032 Xxxxxxx Xxxxxxxxxxx
XX 00000 Fresno Xxxxxxxxxxx
XX 00000 Peoria PUD
FL 34953 Port Saint Lucie Single Family
FL 32738 Deltona Single Family
CA 93458 Santa Xxxxx PUD
AZ 85710 Tucson Single Family
CA 94534 Fairfield Single Family
TX 76084 Venus Single Family
ID 83854 Post Falls PUD
CA 92592 Temecula PUD
TX 76105 Xxxx Xxxxx 0-0 Xxxxxx
XX 00000 Jupiter Single Family
PA 18330 Xxxxxx XXX
XX 00000 Greenfield Single Family
XX 00000 Frankfort 2-4 Family
TX 78654 MEADOWLAKES PUD
TX 78220 San Antonio Single Family
FL 32808 Orlando Single Family
AR 71913 Hot Springs 2-4 Family
AR 71913 Hot Springs Single Family
OR 97415 Brookings Single Family
MD 20706 Glenarden Single Family
ID 83815 Coeur D Alene Single Family
CA 94952 Petaluma Single Family
CA 94803 TACOMA 2-4 Family
ID 83814 Coeur D Alene Single Family
VA 23141 Xxxxxxx Single Family
NJ 0000 Xxxx Xxxx Xxxxxx Xxxxxx
XX 00000 Livermore Single Family
VA 23227 Richmond Single Family
OR 00000 Xxxxxx Xxxxx Xxxxxx Xxxxxx
XX 00000 Hillsboro Single Family
OR 97405 Xxxxxx Single Family
ID 83815 Xxxxxx Gardens Single Family
TX 75052 Grand Prairie PUD
PA 18101 Allentown Single Family
CA 95991 Yuba City Single Family
CA 95966 Oroville Single Family
XX 00000 Georgetown PUD
FL 34951 Fort Xxxxxx PUD
MD 21133 Xxxxxxxxxxxx XXX
XX 00000 Columbus 2-4 Family
IN 46975 ROCHESTER Single Family
OH 45237 cincinnati Single Family
XX 00000 LOUISVILLE 2-4 Family
IN 46580 WARSAW Single Family
KY 40031 LA GRANGE Single Xxxxxx
XX 00000 XXXXXXXX Single Family
IN 00000 XX XXXXX Xxxxxx Xxxxxx
XX 00000 Columbus 2-4 Family
OH 43055 NEWARK Single Family
XX 00000 SOMERSET Single Family
IN 47150 NEW ALBANY Condominium
OH 45065 SOUTH LEBANON Single Family
TN 37080 JOELTON Single Family
OH 43223 COLUMBUS Single Family
XX 00000 LOUISVILLE Single Family
IN 46806 FT XXXXX Single Family
KY 40272 LOUISVILLE Single Family
HI 96813 Honolulu Condominium
HI 96813 Honolulu Condominium
CO 80012 AURORA Single Family
FL 00000 XXXXX Xx-Xxxx Xxxxx
XX 00000 Steamboat Springs Xxxxxxxxxxx
XX 00000 Denver Single Family
CO 80524 FORT XXXXXXX PUD
CO 80229 DENVER PUD
IL 60540 Naperville Single Family
XX 00000 Cody Single Family
FL 32221 JACKSONVILLE Single Family
DC 20008 Xxxxxxxxxx Xxxxxxxxx
XX 00000 Purcellville Single Family
NJ 7010 Cliffside Park 2-4 Family
ME 4530 Bath Single Family
VA 23454 Virginia Beach Single Family
VA 20111 Manassas Single Family
DE 19963 MILFORD Single Family
ID 83869 SPIRIT LAKE Single Family
TX 76010 ARLINGTON Single Family
SC 29485 Summerville Single Family
GA 30313 Atlanta Xx-Xxxx Xxxxx
XX 00000 Xxxx Xxxxxxxx Single Xxxxxx
XX 00000 Xxxxx Single Family
NC 28745 Lake Junaluska 2-4 Family
MN 55044 Lakeville Single Family
AZ 85713 Tucson Single Family
TX 78109 Converse Single Family
TX 77079 Xxxxxxx Xxxxxxxxx
XX 00000 Laredo 2-4 Family
TX 76227 Xxxxxx PUD
AZ 85641 Vail Single Family
FL 32504 Pensacola Single Family
AZ 85017 Phoenix 2-4 Family
TX 78041 Laredo 2-4 Family
KS 67554 Xxxxx Single Family
AZ 85243 Queen Creek PUD
MO 64118 Kansas City PUD
TX 77386 Spring PUD
AZ 86301 Prescott Single Family
TX 77845 College Station 2-4 Family
CO 80906 Colorado Springs Single Family
AZ 85250 Xxxxxxxxxx XXX
XX 00000 Houston Condominium
MO 64015 Blue Springs Single Family
TX 77584 PEARLAND Single Family
MO 63070 Pevely PUD
TX 77379 SPRING PUD
TX 77373 SPRING PUD
TX 77373 SPRING PUD
TX 77022 HOUSTON Single Family
TX 77373 SPRING PUD
TX 76543 KILLEEN 2-4 Family
TX 77338 HUMBLE Single Family
TX 78539 EDINBURG 2-4 Family
NC 00000 XXXX XXXXX XXX
XX 00000 HOUSTON Single Family
TX 78250 SAN ANTONIO 2-4 Family
TX 77433 CYPRESS PUD
TN 38128 MEMPHIS Single Family
TX 76513 Belton Single Family
TX 77338 BORDERSVILLE Single Family
TX 77338 BORDERSVILLE PUD
TX 77035 HOUSTON PUD
FL 34953 PT ST LUCIE Single Family
NC 28075 Harrisburg PUD
FL 00000 XXXXXXX XXXXXX Xxxxxx Xxxxxx
XX 00000 Poway Single Family
CA 92337 Fontana Single Family
XX 00000 Xxxxxxx XXX
XX 00000 Albuquerque PUD
CO 80504 Xxxxxxxxx PUD
VA 22031 FAIRFAX Xxxxxxxxxxx
XX 00000 Cincinnati Single Family
FL 32909 Palm Bay Single Family
FL 33884 Winter Haven PUD
FL 32909 Palm Bay Single Family
OH 44212 Brunswick PUD
FL 32958 Sebastian PUD
OH 43232 Columbus Single Family
FL 33884 Winter Haven PUD
NY 10025 New York CO-OP
NY 10011 Xxx Xxxx XX-XX
XX 00000 Collierville Single Family
RI 2889 WARWICK Single Family
NY 11755 Lake Grove Single Family
NJ 7305 Jersey City 2-4 Family
PA 15209 Pittsburgh 2-4 Family
CT 6810 DANBURY Condominium
RI 2871 PORTSMOUTH Single Family
NJ 7726 MANALAPAN Single Family
OK 73098 Wynnewood Single Family
TX 76262 FT. WORTH Single Xxxxxx
XX 00000 Xxxx Single Family
OK 74820 Ada Single Family
OK 73052 Lindsay Single Family
TX 76210 Xxxxxx XXX
XX 00000 Ada Single Family
TX 75115 De Xxxx Single Family
TX 78006 Boerne Single Family
TX 76208 Xxxxxx Single Family
MD 21773 MYERSVILLE Single Family
VA 22485 KING XXXXXX Single Family
MD 20785 LANDOVER Condominium
NC 27526 FUQUAY VARINA PUD
DC 20018 WASHINGTON Single Family
NC 27529 XXXXXX Single Family
MD 20734 CLINTON Single Family
MD 21740 HAGERSTOWN Single Family
NC 27576 SELMA Single Family
MD 21229 BALTIMORE Single Family
ME 4927 Clinton Single Family
MA 1720 Acton Condominium
RI 2840 MIDDLETOWN Single Family
MD 20904 Silver Spring Single Family
CA 94116 SAN FRANCISCO Single Family
CT 6360 NORWICH 2-4 Family
CA 90038 Los Angeles 2-4 Family
CA 92648 Huntington Beach 2-4 Family
SC 29301 SPARTANBURG Single Family
AL 35601 DECATUR 2-4 Family
VA 20186 AIRLIE Single Family
FL 32506 PENSACOLA PUD
MD 21144 SEVERN PUD
NJ 0000 X XXXXXXXXX Xxxxxx Xxxxxx
XX 00000 LAWRENCEVILLE 2-4 Family
NC 28269 CHARLOTTE PUD
NC 27265 HIGH POINT PUD
FL 32826 ORLANDO PUD
MD 21740 HAGERSTOWN Single Family
XX 00000 FEDERAL WAY Single Family
WA 98584 Xxxxxxx Single Xxxxxx
XX 00000 XXXXXXX PUD
IN 00000 XXXX XXXXXXXXX 0-0 Xxxxxx
XX 00000 Olympia Single Family
TX 76901 San Xxxxxx Single Family
IL 60637 Chicago Xxxxxxxxxxx
XX 00000 Skyforest Single Family
IL 60085 Waukegan 2-4 Family
NY 11691 Far Rockaway Single Family
PA 19401 Norristown 2-4 Family
XX 00000 Rch Cucamonga 2-4 Family
MI 48125 Dearborn Heights Single Family
CO 80014 Aurora Xxxxxxxxxxx
XX 00000 Houston Single Family
FL 32210 Jacksonville Single Xxxxxx
XX 00000 Sachse PUD
TX 78717 Austin PUD
NM 87113 Albuquerque PUD
FL 33437 Boynton Beach PUD
PA 18360 Stroudsburg Single Family
XX 00000 Xxx Xxxxx XXX
XX 00000 GLENDALE Single Family
CA 90242 XXXXXX 2-4 Family
CA 90042 LOS ANGELES Single Family
AZ 85205 MESA Condominium
MD 21619 XXXXXXX Single Family
CA 92240 DESERT HOT SPRINGS Single Family
AZ 85225 CHANDLER Single Family
AZ 85042 XXXXXXX Xxxxxxxxxxx
XX 00000 SUN CITY Condominium
NY 11411 CAMBRIA HTS Single Family
NY 11758 Massapequa Single Family
NY 11520 Freeport Single Family
NJ 0000 Xxxxxx 0-0 Xxxxxx
XX 00000 Plymouth 2-4 Family
PA 00000 Xxxx Xxxxxxxx Xxxxxxxxxxx
XX 00000 Fort Xxxxx PUD
FL 33881 Winter Haven PUD
TX 77429 Cypress PUD
CA 00000 XXXX XXXXX Xxxxxxxxxxx
XX 00000 Fontana Single Family
NY 10459 Bronx 2-4 Family
XX 00000 Whitestone Single Family
NY 11545 Xxxx Head Single Xxxxxx
XX 00000 Xxxx Xxxx Xxxx Xx-Xxxx Xxxxx
XX 00000 La Pine Single Family
ID 83221 Blackfoot 2-4 Family
XX 00000 XXXXXX XXX
XX 00000 XXXXXXX Single Family
FL 33162 Miami Single Family
XX 00000 BREMERTON Single Family
OH 44221 CUYAHOGA FALLS Single Family
MD 20721 BOWIE Single Family
MD 20743 CAPITOL HGTS Single Family
VA 20151 CHANTILLY Single Family
MD 20784 HYATTSVILLE Condominium
MD 20712 MOUNT RAINIER Single Family
CO 80239 DENVER PUD
MD 20747 DISTRICT HEIGHTS Single Family
CA 94070 San Xxxxxx Single Family
IA 52803 XXXXXXXXX 2-4 Family
SC 29926 Hilton Head Island PUD
MD 21244 Windsor Mill Single Family
FL 33016 Hialeah Condominium
FL 00000 Xxxxx Xx-Xxxx Xxxxx
XX 00000 Hialeah Condominium
FL 33016 Hialeah Condominium
FL 33183 Miami PUD
CA 00000 XXX XXXX Xxxxxx Xxxxxx
XX 00000 XXXXXXX Single Family
XX 00000 EVERETT Single Family
GA 30047 Lilburn Single Family
SC 29625 Xxxxxxxx Single Family
SC 29010 Bishopville Single Family
GA 31405 Savannah Single Family
FL 32209 JACKSONVILLE Single Family
GA 31406 Savannah Single Family
GA 30458 Statesboro 2-4 Family
SC 29642 Xxxxxx Single Family
XX 00000 XXXXXXXXX PUD
CO 00000 XXXXXX XXXX XXX
XX 00000 LAS VEGAS Single Family
UT 84043 EAGLE MOUNTAIN PUD
GA 30294 Ellenwood PUD
GA 30548 Hoschton Single Family
GA 30032 Decatur Single Family
GA 30677 Watkinsville Xxxxxxxxxxx
XX 00000 Marietta Single Family
GA 30032 Decatur Single Family
FL 00000 Xxxx Xxxx Xxxxx Xxxxxx Xxxxxx
XX 00000 Xxxxxxxxxxxxx XXX
XX 00000 Angier Single Family
GA 30084 Xxxxxx Single Family
GA 30338 Dunwoody PUD
GA 30075 Roswell PUD
GA 30075 Xxxxxxx XXX
XX 00000 Atlanta Single Family
GA 30606 Athens PUD
GA 30004 Xxxxxxxxxx XXX
XX 00000 Taylorsville Single Family
FL 33617 Tampa Xxxxxxxxxxx
XX 00000 Buford Single Family
GA 30263 Newnan Single Family
GA 30135 Xxxxxxxxxxxx XXX
XX 00000 Lithonia PUD
NC 00000 Xxxxxxxxxx Xx-Xxxx Xxxxx
XX 00000 Atlanta Single Family
GA 30014 Xxxxxxxxx PUD
NC 00000 Xxxxxx Xxxxx XXX
XX 00000 Marietta Single Family
GA 30906 Augusta Single Family
NC 28269 Charlotte Single Family
GA 30094 Conyers Single Family
GA 30097 Duluth PUD
GA 30030 Decatur Single Family
NC 28215 Charlotte Single Family
FL 34683 Palm Harbor Condominium
FL 33327 Xxxxxx XXX
XX 00000 Charlotte Single Family
GA 30013 Xxxxxxx PUD
GA 30043 Lawrenceville PUD
GA 30068 Marietta Single Family
FL 33157 Xxxxx XXX
XX 00000 XXXX XXXXXXXXX Single Family
NJ 8610 XXXXXXXX Single Family
NY 10548 CORTLANDT Single Family
FL 32751 MAITLAND Condominium
CA 91411 Xxxxxxx Oaks Single Family
NJ 7866 ROCKAWAY PUD
FL 33033 HOMESTEAD Single Family
MO 63112 Saint Louis Single Family
VA 22701 Culpeper Single Family
VA 23454 Virginia Beach Single Family
OH 45312 CASSTOWN Single Family
IN 47909 LAFAYETTE 2-4 Family
IN 47909 LAFAYETTE 2-4 Family
OH 43344 RICHWOOD Single Family
OH 44122 BEACHWOOD Single Family
IN 47909 LAFAYETTE 2-4 Family
OH 43202 COLUMBUS 2-4 Family
IN 47909 LAFAYETTE 2-4 Family
MI 49636 XXXX ARBOR Single Family
IN 47909 LAFAYETTE 2-4 Family
IN 47909 LAFAYETTE 2-4 Family
IN 47909 LAFAYETTE 2-4 Family
IN 47909 LAFAYETTE 2-4 Family
OH 44432 LISBON Single Family
UT 84060 Park City Xxxxxxxxxxx
XX 00000 Xxxx Xxxx Xxxx Xxxxxx Xxxxxx
XX 00000 HASTINGS Xxxxxxxxx
XX 00000 WILLERNIE Single Family
TX 77007 XXXXXXX Xxxxxxxxx
XX 00000 XXXX XXX
XX 00000 LANCASTER 2-4 Family
TX 77705 BEAUMONT Single Family
TX 78747 AUSTIN PUD
TX 77338 HUMBLE Single Family
TN 37141 XXXXXXX 2-4 Family
TX 78572 MISSION PUD
TX 77510 SANTA FE Single Family
TX 77447 HOCKLEY PUD
TX 77083 HOUSTON Single Family
CA 93534 LANCASTER 2-4 Family
TX 78727 Austin Single Family
TX 77083 XXXXXXX Xxxxxxxxx
XX 00000 FORT WORTH PUD
TX 76063 XXXXXXXXX XXX
XX 00000 Lawrenceville Single Family
GA 30066 Marietta Single Family
AZ 85013 Phoenix Single Family
AZ 85032 Phoenix Single Family
OR 97405 EUGENE PUD
GA 30375 Atlanta Single Family
GA 30144 Xxxxxxxx XXX
XX 00000 NEW RIVER Single Family
AZ 85223 ARIZONA CITY Single Family
WI 53218 MILWAUKEE Single Family
TX 77070 HOUSTON Single Family
TX 78254 San Antonio Single Family
TX 77066 XXXXXXX XXX
XX 00000 Xxxx XXX
XX 00000 COEUR D ALENE 2-4 Family
GA 30721 XXXXXX 2-4 Family
GA 00000 XXXXXX XXXXX XXX
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TX 77070 HOUSTON Single Family
XX 00000 PASCO Single Family
CO 80906 Colorado Springs Single Family
IN 47712 EVANSVILLE 2-4 Family
GA 30311 ATL Single Family
MN 55122 EAGAN Single Family
MN 00000 XXXX XXXXXXX Xxxxxxxxxxx
XX 00000 Longview Single Family
FL 32208 JACKSONVILLE Single Family
TX 75215 DALLAS Single Family
TX 75103 CANTON Single Family
TX 77388 SPRING PUD
TX 75134 LANCASTER Single Family
TX 78574 Mission Xxxxxxxxxxx
XX 00000 GARLAND Single Family
TX 76123 FORT WORTH Single Family
NC 27316 Ramseur Single Family
TX 75248 DALLAS Single Family
NM 88012 Las Cruces Single Family
NC 27248 FRANKLINVILLE Single Family
TX 75704 TYLER Single Family
TX 75076 POTTSBORO Single Family
TX 75172 WILMER Single Family
TX 76264 XXXXXX Single Family
VA 24202 BRISTOL Xxxxxxxxxxx
XX 00000 KISSIMMEE PUD
CO 80214 Lakewood Single Family
CO 80466 ELDORA Single Family
CO 81647 New Castle Single Family
CA 90019 Los Angeles 2-4 Family
MA 0000 Xxxxxx 0-0 Xxxxxx
XX 00000 Fredericksburg Single Family
FL 32824 Xxxxxxx XXX
XX 00000 Decatur Single Family
TX 78750 Austin Single Family
TX 79407 Lubbock Single Family
TX 78043 Laredo Single Family
LA 00000 Xx Xxxxx Xxxxxx Xxxxxx
XX 00000 Layton Single Family
TX 79413 Lubbock Single Family
TX 78242 SAN ANTONIO Single Family
IL 62002 Xxxxx Single Family
TX 78745 Austin Single Family
TX 79413 Lubbock Single Family
TX 78043 Laredo Single Family
CO 80219 Denver Single Family
SC 29715 Xxxx Xxxx XXX
XX 00000 Aurora Single Family
MD 20657 Xxxxx PUD
GA 30134 Douglasville Single Family
MD 00000 Xxxxxx Xxxx Xxxxxxxxx
XX 00000 Florence Single Family
FL 33068 Pompano Beach Single Family
AL 35124 Pelham Single Family
GA 30034 Decatur Condominium
FL 33305 Wilton Manors Single Family
MS 38671 Southaven PUD
MD 21216 Baltimore Single Family
AL 35661 Muscle Shoals Single Family
NC 28212 Charlotte Single Family
GA 30248 Locust Grove Single Family
NC 28461 South port Single Family
WI 54650 Xxxxxxxx Xxxxxxxxx
XX 00000 Canton Condominium
MA 1960 Peabody 2-4 Family
FL 00000 Xxxx Xxxxxxxxxx XX-XX
XX 00000 Rancho Cucamonga Single Family
NV 89149 LAS VEGAS Single Family
CA 92392 Victorville Single Family
TX 78654 MARBLE FALLS PUD
NV 89030 North Las Vegas Single Family
NV 89144 LAS VEGAS PUD
NV 89149 Las Vegas PUD
CO 80004 ARVADA Single Family
CT 6112 Hartford Single Family
MA 1364 ORANGE Single Family
NJ 8081 Sicklerville Single Family
CA 95757 ELK GROVE Single Family
CA 90201 XXXX GARDENS 2-4 Family
CA 90044 LOS ANGELES 2-4 Family
OH 44306 AKRON Single Family
TX 77532 XXXXXX PUD
HI 96789 MILILANI XXX
XX 00000 Xxxxxxxx XXX
IL 60804 XXXXXX 2-4 Family
OH 44306 AKRON 2-4 Family
AZ 85249 CHANDLER PUD
FL 00000 Xxxxx Xxxxxxxxx XXX
XX 00000 SHREVEPORT Xxxxxxxxxxx
XX 00000 AKRON Single Family
CA 93301 bakersfield Single Family
FL 33908 FORT XXXXX 2-4 Family
AZ 00000 Xxx Xxxxxx XXX
XX 00000 KENOSHA 2-4 Family
XX 00000 Las Vegas Single Family
XX 00000 SPANAWAY 2-4 Family
TX 76148 WATAUGA Single Xxxxxx
XX 00000 xxxxxxxxx Single Family
NC 28457 ROCKY POINT Single Family
LA 71104 shreveport Single Family
TX 76131 XXXX XXXXX XXX
XX 00000 HUMBLE Single Family
AL 35215 BIRMINGHAM Single Family
NC 28443 HAMPSTEAD Single Xxxxxx
XX 00000 XXXXXX Xxxxxxxxx
XX 00000 BESSEMER Single Family
NC 28540 JACKSONVILLE Single Family
AL 35171 THORSBY Single Family
TX 77494 KATY Single Family
AL 35117 MOUNT OLIVE Single Family
TX 76210 XXXXXX Single Family
TX 76249 XXXX Single Family
TX 76210 XXXXXX XXX
XX 00000 Green PUD
MD 00000 XXXXX XXXXX XXXX Xxxxxxxxxxx
XX 00000 XXXX XXXX XXXXX Xxxxxxxxxxx
XX 00000 Painesville PUD
OH 00000 XXXXXXXXXX XXXXXX XXX
XX 00000 XXXXXXXXX XXX
XX 00000 MANASSAS PUD
VA 22960 ORANGE PUD
NJ 0000 XXXXX XXXXX Xxxxxx Xxxxxx
XX 00000 BETHLEHEM PUD
MD 21228 Xxxxxxxxx Xxxxxxxxx
XX 0000 SEABROOK Single Family
MD 00000 XXXXX XXXX Xxxxxxxxxxx
XX 00000 Ellicott City PUD
OH 44067 XXXXXXXXXX XXX
XX 00000 Odessa Single Family
GA 30173 Silver Creek Single Family
CA 92253 XX XXXXXX Xxxxxxxxxxx
XX 00000 WILMINGTON 2-4 Family
MA 2155 Medford 2-4 Family
FL 34698 Dunedin Single Family
AZ 85204 XXXX XXX
XX 00000 MESA Single Family
GA 30265 NEWNAN PUD
GA 30019 DACULA XXX
XX 00000 Xxxxx Xxxx Single Family
GA 30121 Cartersville 2-4 Family
GA 30103 ADAIRSVILLE Single Family
GA 30040 CUMMING PUD
GA 30017 XXXXXXX PUD
NC 28269 CHARLOTTE PUD
GA 30316 ATLANTA Single Family
GA 30044 LAWRENCEVILLE PUD
GA 30054 Oxford PUD
GA 30039 Xxxxxxxxxx XXX
XX 00000 Cartersville Single Family
GA 30054 Oxford PUD
GA 30011 Auburn PUD
SC 29715 XXXX XXXX XXX
XX 00000 Xxxxxxx Single Family
GA 30228 Hampton Single Family
GA 00000 XXXXXX XXXXX XXX
XX 00000 XXXXXXXXX PUD
GA 30253 MCDONOUGH Single Family
GA 30019 DACULA PUD
GA 30044 XXXXXXXXXXXXX XXX
XX 00000 MCDONOUGH PUD
GA 30157 DALLAS Single Family
GA 30331 XXXXXXX XXX
XX 00000 Xxxxxxxx Xxxxxxxxx
XX 00000 MONROE Single Family
GA 30281 STOCKBRIDGE Single Family
GA 30248 Locust Grove Single Xxxxxx
XX 00000 CUMMING PUD
GA 30135 Douglasville PUD
GA 30054 Oxford Single Family
GA 30656 MONROE Single Family
GA 30549 Jefferson PUD
GA 30043 Lawrenceville PUD
GA 30228 HAMPTON PUD
GA 30066 MARIETTA Single Family
GA 30542 FLOWERY BRANCH PUD
GA 30273 XXX Single Family
GA 30656 MONROE Single Family
GA 30152 KENNESAW PUD
GA 30039 XXXXXXXXXX XXX
XX 00000 XXXXXX XXX
XX 00000 MCDONOUGH Townhouse
GA 30349 College Park PUD
FL 33838 Dundee PUD
GA 30035 DECATUR Condominium
WY 82633 Xxxxxxx Single Family
CO 80433 Conifer Single Family
CO 80107 Xxxxxxxxx Single Family
AR 72802 Russellville Single Family
CA 90022 LOS ANGELES 2-4 Family
CA 91302 CALABASAS PUD
CA 92704 SANTA XXX Single Family
CA 90011 LOS ANGELES Single Family
FL 33016 HIALEAH Single Family
CA 93445 OCEANO Single Family
FL 33313 LAUDERHILL Townhouse
TX 75007 CARROLLTON Single Family
CO 80516 ERIE Single Family
NY 11003 ELMONT Single Family
TX 76210 XXXXXX PUD
IN 00000 Xx Xxxxx 0-0 Xxxxxx
XX 00000 LITTLE XXX XXX
XX 00000 MIDLOTHIAN PUD
IN 46544 Mishawaka Single Family
TX 76033 CLEBURNE Single Family
IA 52802 XXXXXXXXX Single Family
TX 75068 LITTLE ELM Single Xxxxxx
XX 00000 OLIVE BRANCH Single Family
TX 76903 SAN XXXXXX Single Family
IN 46350 La Porte 2-4 Family
GA 30327 Atlanta Xxxxxxxxxxx
XX 00000 Greenville Single Family
FL 32548 Xxxx Xxxxxx Xxxxx XXX
XX 00000 Savannah Single Family
GA 30116 Carrollton Single Family
GA 30562 Mountain City Single Family
GA 30024 Suwanee Single Family
AL 35064 Fairfield Single Family
GA 30809 Xxxxx Single Family
GA 30319 Atlanta Single Family
SC 29407 Charleston Single Family
TN 37363 Xxxxxxxx XXX
XX 00000 Savannah PUD
GA 30512 Blairsville Single Family
GA 30083 Stone Mountain Single Xxxxxx
XX 00000 Savannah Single Family
AL 35080 Helena Single Family
FL 32548 Xxxx Xxxxxx Xxxxx XXX
XX 00000 Atlanta Single Family
SC 00000 X Xxxxxxxxxx 0-0 Xxxxxx
XX 00000 Brunswick 2-4 Family
GA 30134 Xxxxxxxxxxxx XXX
XX 00000 Xxxxxxx Single Family
NC 28031 Xxxxxxxxx XXX
XX 00000 Brunswick Single Family
GA 30363 Atlanta Condominium
GA 31522 Saint Xxxxxx Island Xxxxxxxxxxx
XX 00000 Carrollton PUD
NC 00000 Xxxxxxxx Xxxxx Xxxxxxxxxxx
XX 00000 DETROIT Single Family
TX 76266 Sanger Single Xxxxxx
XX 00000 WICHITA 2-4 Family
OR 97501 Medford Single Family
MO 63383 Warrenton Single Family
FL 33917 Fort Xxxxx 2-4 Family
TX 75070 Xxxxxxxx Xxxxxxxxx
XX 00000 Houston Single Family
TX 75056 The Colony Single Xxxxxx
XX 00000 Xxxxxxxx PUD
IL 00000 Xxxxxxxxx Xxxxxxxxxxx
XX 00000 Plano Single Family
UT 00000 Xxxx Xxxxx XXX
XX 00000 Xxxxxxx Single Family
XX 00000 MABEN Single Family
TN 38122 Memphis Single Family
TX 78749 Austin PUD
TX 75051 Grand Prairie Single Family
TX 78223 San Antonio 2-4 Family
TX 76119 Fort Worth Single Family
TX 78109 Converse PUD
MO 00000 Xxxxx Xxxxxxx XXX
XX 00000 Fort Worth Single Family
TX 75032 Xxxxxxxx XXX
XX 00000 San Antonio 2-4 Family
CA 91311 (Xxxxxxxxxx Xxxx) Los Ang Single Family
CA 94804 Richmond Single Family
IL 60586 Plainfield PUD
IL 60609 Chicago Single Family
FL 34474 OCALA Xxxxxxxxxxx
XX 00000 Henderson Single Family
AZ 85383 Peoria Single Family
XX 00000 Xxxxxxxxx PUD
XX 00000 Xxx Xxxxx XXX
XX 00000 JACKSONVILLE Xxxxxxxxxxx
XX 00000 WAXHAW XXX
XX 00000 XXXXXXXXXX XXX
TX 75034 FRISCO PUD
CO 00000 XXXXXXXX XXXXXXX XXX
XX 00000 XXXXXX CHAPEL Single Family
AZ 85086 ANTHEM PUD
NV 00000 XXXXX XXX XXXXX Xxxxxx Xxxxxx
XX 00000 XXXXXX CHAPEL Single Family
AZ 85383 Peoria Single Family
TX 77095 XXXXXXX XXX
XX 00000 KISSIMMEE PUD
IL 60462 Orland Park Single Family
MI 48197 YPSILANTI Single Family
VA 22079 XXXXXX XXX
XX 00000 PLAINFIELD Single Family
FL 32819 ORLANDO Condominium
CA 92223 Beaumont PUD
FL 32828 XXXXXXX XXX
XX 00000 XXXXXXXXX XXX
XX 00000 OCALA Condominium
NM 87124 RIO RANCHO PUD
PA 18069 XXXXXXXX XXX
XX 00000 XXXXXXXXXXX XXX
XX 00000 PUEBLO PUD
CO 80903 COLORADO SPRINGS 2-4 Family
UT 84037 KAYSVILLE Single Family
CO 81004 PUEBLO Single Family
UT 84118 SALT LAKE CITY Single Family
CO 80904 COLORADO SPRINGS 2-4 Family
UT 84040 LAYTON Single Family
TX 76048 XXXXXXXX XXX
XX 00000 CLINTON Single Xxxxxx
XX 00000 VERNAL PUD
CO 81004 PUEBLO Single Family
UT 84067 XXX Single Family
CO 80922 Colorado Springs Single Family
CO 81004 PUEBLO Single Family
UT 84121 XXXXXXXXXX XXXXXXX XXXX Xxxxxx Xxxxxx
XX 00000 Salt Lake City Single Family
XX 00000 Henderson PUD
NV 89115 Las Vegas Single Family
NV 89104 Las Vegas Single Family
NV 89115 Las Vegas Single Family
NV 89031 North Las Vegas Single Family
NV 89110 Las Vegas Single Family
MA 0000 XXXX XXXXXXXX Xxxxxx Xxxxxx
XX 00000 SCHAUMBURG Condominium
CA 90068 LOS ANGELES Single Family
MA 2122 DORCHESTER Single Family
CA 94704 BERKELEY 2-4 Family
CO 80229 DENVER Single Family
MI 48036 CLINTON TOWNSHIP Condominium
MA 2740 NEW BEDFORD 2-4 Family
MA 1702 FRAMINGHAM Single Family
VA 23666 HAMPTON Xxxxxxxxxxx
XX 00000 XXXXXXX 2-4 Family
ME 4002 Xxxxx Single Family
ME 4015 Casco Single Family
NH 3878 SOMERSWORTH Single Family
AZ 85040 Phoenix PUD
MO 00000 XXXXXXX XXXXXXX Single Family
OK 74354 MIAMI Single Family
OH 44437 Mc Xxxxxx Single Family
OK 74110 TULSA Single Family
OK 74126 Tulsa Single Family
OH 43614 TOLEDO Single Family
OK 73084 Xxxxxxx Single Family
AZ 85374 SURPRISE Single Family
AZ 85033 PHOENIX Single Family
FL 32210 JACKSONVILLE Condominium
OK 74354 MIAMI Single Family
TX 78725 AUSTIN Single Family
OK 74126 Tulsa Single Family
OK 74126 TULSA Single Family
MI 49509 WYOMING Single Family
TX 79938 EL PASO Single Family
TX 79423 Lubbock Single Family
TX 79938 EL PASO Single Family
TX 79410 LUBBOCK Single Family
TX 76201 XXXXXX 2-4 Family
TX 77070 XXXXXXX XXX
XX 00000 XXXXXX Single Family
TX 79410 LUBBOCK Single Family
TX 79413 Lubbock Single Family
FL 32726 Eustis Single Family
TX 76201 XXXXXX 2-4 Family
TX 78213 SAN ANTONIO 2-4 Family
UT 84047 Midvale Single Family
TX 78247 SAN ANTONIO Single Family
FL 00000 XXXX XXXX XXX Xxxxxxxxxxx
XX 00000 SNOWVILLE Single Family
FL 33903 N Ft Xxxxx Single Family
TX 79029 XXXXX Single Family
FL 33990 CAPE CORAL Single Family
TX 77478 SUGAR XXXX Xxxxxxxxx
XX 00000 XXXXX Single Family
UT 84106 XXXX XXXX Xxxxxxxxxxx
XX 00000 XXXX XXX
XX 00000 TAMPA Single Family
FL 32765 OVIEDO Single Family
UT 84043 XXXXX XXXXXXXX Xxxxxxxxxxx
XX 00000 CO SPGS Single Family
TX 76034 XXXXXXXXXXX XXX
XX 00000 XXXXXXX Single Family
CO 80920 CO SPGS Single Xxxxxx
XX 00000 SANTAQUIN Single Family
FL 32819 ORLANDO 2-4 Family
UT 84116 XXXX XXXX XXXX Xxxxxx Xxxxxx
XX 00000 ENNIS Single Family
UT 00000 X XXXXXX Xxxxxx Xxxxxx
XX 00000 EDINBURG Single Family
CA 93704 FRESNO Single Family
TX 76082 SPRINGTOWN Single Family
OR 97756 REDMOND 2-4 Family
UT 84660 SPANISH FORK Single Family
FL 32277 JACKSONVILLE Single Family
FL 32966 VERO BEACH Single Family
FL 32526 PENSACOLA Single Family
TX 75154 Red Oak Single Family
CO 80919 CO SPGS PUD
CO 81226 XXXXXXXX PUD
TX 77469 RICHMOND PUD
CO 00000 XXXXXXXX XXXX Xxxxxx Xxxxxx
XX 00000 JACKSONVILLE Single Family
CA 95210 STOCKTON Single Family
TX 77064 XXXXXXX XXX
XX 00000 JACKSONVILLE Single Family
UT 84062 CEDAR HILLS PUD
TX 78664 XXXXX XXXX XXX
XX 00000 XXXXXX 2-4 Family
XX 00000 PASCO Single Xxxxxx
XX 00000 BOUNTIFUL Xxxxxxxxxxx
XX 00000 PLEASANTON Single Family
CA 95864 SACRAMENTO Single Family
FL 34668 PORT XXXXXX Xxxxxxxxxxx
XX 00000 KATY PUD
CO 80220 DENVER Single Family
TX 78759 AUSTIN 2-4 Family
CA 90016 LOS ANGELES Single Family
FL 32967 VERO BEACH PUD
CA 94571 XXX XXXXX XXX
XX 00000 XXXXXXXXX XXX
TX 79912 El Paso Single Family
MI 48239 Redford Single Family
IL 60630 Chicago 2-4 Family
MI 48126 Dearborn 2-4 Family
OH 44134 Parma Single Family
MI 48228 Detroit Single Family
NV 89147 Las Vegas Single Xxxxxx
XX 00000 PATASKALA Single Family
CA 92506 Riverside Single Family
CA 90222 Compton Single Family
VA 23321 Chesapeake Single Family
MD 20735 Clinton PUD
MD 21223 XXXXXXXXX Xxxxxxxxx
XX 00000 VIRGINIA BCH Single Family
VA 24551 Forest PUD
GA 30308 ATLANTA Single Family
VA 20144 Xxxxxxxxx Single Family
CT 6095 Windsor Single Family
GA 30344 East Point Condominium
ME 4654 Xxxxx Bluffs Single Family
GA 30215 Fayetteville Single Family
GA 30260 Morrow PUD
MI 49576 LEWISTON Single Family
NV 89149 Las Vegas PUD
NV 89129 Las Vegas Single Family
NV 89115 Las Vegas Single Family
ID 83687 Nampa Single Family
AZ 85303 Glendale Single Family
MI 48089 XXXXXX Single Family
MI 48223 Detroit Single Family
TX 78626 Georgetown 2-4 Family
TX 78626 Georgetown 2-4 Family
NE 68106 Omaha Single Family
CA 93534 Lancaster 2-4 Family
AZ 85335 EL MIRAGE Single Family
AZ 85335 EL MIRAGE Single Family
AZ 85242 QUEEN CREEK Single Family
AZ 85239 MARICOPA PUD
AZ 85326 BUCKEYE PUD
AZ 85239 MARICOPA Single Family
AZ 85364 YUMA Single Family
IL 60617 Chicago Single Family
NC 28658 Xxxxxx Single Family
TN 37122 Mount Juliet Single Family
TX 77707 Beaumont Single Family
TX 76017 Arlington Single Family
TX 78504 Mcallen Single Family
TX 76706 Waco Condominium
TX 75217 Dallas Single Family
OH 44104 CLEVELAND 2-4 Family
SC 00000 XXXXXX XXXXX Xxxxxxxxxxx
XX 00000 SAINT MARYS Single Family
GA 31008 XXXXX Single Family
GA 30705 CHATSWORTH Xxxxxxxxxxx
XX 00000 MARIETTA Single Family
MI 48912 LANSING Single Family
MI 48089 XXXXXX Single Family
MI 48219 DETROIT Single Family
GA 31326 XXXXXX Single Family
MI 48146 LINCOLN PARK Single Family
MI 48205 Detroit Single Family
MN 55955 MANTORVILLE Single Family
CA 90220 Xxxxxxx 2-4 Family
XX 00000 Xxxxx Xxxxxx Xxxxxx Xxxxxx
XX 00000 Modesto Single Family
PA 19151 Philadelphia 2-4 Family
DE 19805 Xxxxxxxxxx Xxxxxxxxx
XX 00000 West Conshohocken 2-4 Family
NJ 8083 Somerdale Single Family
PA 18940 Xxxxxxx Xxxxxxxxxxx
XX 00000 Philadelphia Townhouse
NJ 8234 Egg Harbor Township Condominium
NJ 8012 Xxxxxxxxx Single Family
NJ 8081 Sicklerville 2-4 Family
PA 19147 Philadelphia Single Family
NJ 0000 Xxxxxxxxx 0-0 Xxxxxx
XX 00000 Philadelphia Single Family
PA 19335 Downingtown Single Family
NJ 8401 Atlantic City Condominium
NJ 8332 Millville Single Family
PA 19020 Xxxxxxxx Xxxxxxxxx
XX 00000 Philadelphia Single Family
DE 19805 Wilmington Single Family
NJ 0000 Xxxx Xxxxxxx Xxxxxxxxx
XX 00000 Xxxxxxxxxx Single Family
PA 19007 Bristol Single Family
IN 46706 AUBURN Single Family
FL 32208 JACKSONVILLE Single Family
CO 00000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx
XX 00000 Milwaukee Single Family
WI 53081 SHEBOYGAN Single Family
WI 53215 Milwaukee 2-4 Family
MN 56308 ALEXEXANDRIA Single Family
WI 53208 MILWAUKEE 2-4 Family
MN 56308 ALEX 2-4 Family
IA 52722 BETTENDORF Single Family
VA 23703 PORTSMOUTH Single Family
MD 21216 BALTIMORE 2-4 Family
GA 30720 XXXXXX Single Family
IL 61265 MOLINE Single Family
VA 24502 LYNCHBURG Condominium
FL 32225 JACKSONVILLE PUD
VA 23970 SOUTH HILL Single Family
NJ 7302 Jersey City 2-4 Family
NJ 7305 Jersey City 2-4 Family
NJ 0000 Xxxxxx Xxxx 0-0 Xxxxxx
XX 00000 XXXXXXXXXX PUD
MI 48015 CENTER LINE Single Family
CA 94589 VALLEJO Single Family
CA 92325 CRESTLINE Single Family
CO 80207 DENVER Single Family
MA 0000 Xxxxxx Xxxxxxxxxxx
XX 00000 SAN ANTONIO PUD
MA 2302 BROCKTON Single Family
TX 78218 San Antonio Single Family
VA 23435 Suffolk Single Family
XX 0000 Hanover Single Family
MA 1331 ATHOL 2-4 Family
RI 2907 Providence 2-4 Family
IL 60451 NEW LENOX Single Family
AZ 85254 Xxxxxxxxxx XXX
XX 00000 LACEY Single Family
MA 0000 XXXXXX Xxxxxxxxxxx
XX 00000 Springfield Single Family
WI 53537 Footville 2-4 Family
GA 30349 College Park Single Family
MO 64093 Warrensburg PUD
MO 64093 Xxxxxxxxxxx XXX
XX 00000 Roseville Single Family
WI 53534 Edgerton 2-4 Family
OH 44118 Cleveland Heights 2-4 Family
FL 00000 Xxx Xxxx Xxxxxx Xxxxxx
XX 00000 Footville 2-4 Family
MO 64154 Kansas City Single Family
AZ 85251 Scottsdale Condominium
NH 0000 Xxxxxx 0-0 Xxxxxx
XX 00000 Janesville 2-4 Family
MO 64093 Xxxxxxxxxxx XXX
XX 00000 PHOENIX Single Family
AZ 85748 TUCSON PUD
VA 00000 XXX XXXX XXX
XX 00000 NORFOLK Single Family
TX 78201 SAN ANTONIO Single Xxxxxx
XX 00000 XXXX Single Family
TX 76210 CORINTH PUD
TX 76013 ARLINGTON Single Family
CO 80249 DENVER Condominium
TX 75070 MC XXXXXX PUD
TX 75032 XXXXXXXX XXX
XX 00000 SAN ANTONIO Single Family
TX 75462 PARIS Single Family
TX 78258 SAN ANTONIO PUD
TX 76114 FORT WORTH Single Family
TX 78247 SAN ANTONIO PUD
TX 78239 SAN ANTONIO Single Family
TX 78250 SAN ANTONIO PUD
TX 75032 ROCKWALL PUD
STATE CURRENT_GROSS SERV_FEE LPMI TRUSTFEE MSERV
_COUPON
-----------------------------------------------------------------------------------------------------------------
VA 7.7500 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
MD 6.7500 0.2500 0.0000 0.0000 0.0165
DC 7.0000 0.2500 0.0000 0.0000 0.0165
MD 7.3750 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
VA 7.6250 0.2500 0.0000 0.0000 0.0165
VA 7.3750 0.2500 0.0000 0.0000 0.0165
MD 7.3750 0.2500 0.0000 0.0000 0.0165
VA 7.3750 0.2500 0.0000 0.0000 0.0165
PA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
PA 7.8750 0.2500 0.0000 0.0000 0.0165
MD 6.8750 0.2500 0.0000 0.0000 0.0165
MD 6.8750 0.2500 0.0000 0.0000 0.0165
VA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
VA 7.0000 0.2500 0.0000 0.0000 0.0165
MD 7.6250 0.2500 0.0000 0.0000 0.0165
MD 7.3750 0.2500 0.0000 0.0000 0.0165
MD 7.2500 0.2500 0.0000 0.0000 0.0165
DE 7.5000 0.2500 0.0000 0.0000 0.0165
DE 7.2500 0.2500 0.0000 0.0000 0.0165
MD 7.6250 0.2500 0.0000 0.0000 0.0165
DE 7.5000 0.2500 0.0000 0.0000 0.0165
MD 7.1250 0.2500 0.0000 0.0000 0.0165
MD 6.7500 0.2500 0.0000 0.0000 0.0165
MD 7.6250 0.2500 0.0000 0.0000 0.0165
UT 7.5000 0.2500 0.0000 0.0000 0.0165
ID 7.5000 0.2500 0.0000 0.0000 0.0165
NY 7.8750 0.2500 0.0000 0.0000 0.0165
NY 7.7500 0.2500 0.0000 0.0000 0.0165
NY 7.0000 0.2500 0.0000 0.0000 0.0165
NY 8.7500 0.2500 0.0000 0.0000 0.0165
MS 7.6250 0.2500 0.0000 0.0000 0.0165
NY 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
NY 7.3750 0.2500 0.0000 0.0000 0.0165
NY 8.7500 0.2500 0.0000 0.0000 0.0165
NJ 7.7500 0.2500 0.0000 0.0000 0.0165
NY 8.8750 0.2500 0.0000 0.0000 0.0165
NY 8.5000 0.2500 0.0000 0.0000 0.0165
NY 7.1250 0.2500 0.0000 0.0000 0.0165
NJ 7.2500 0.2500 0.0000 0.0000 0.0165
NY 7.5000 0.2500 0.0000 0.0000 0.0165
GA 8.2500 0.2500 0.0000 0.0000 0.0165
NY 8.0000 0.2500 0.0000 0.0000 0.0165
NY 8.7500 0.2500 0.0000 0.0000 0.0165
NY 7.2500 0.2500 0.0000 0.0000 0.0165
NY 7.1250 0.2500 0.0000 0.0000 0.0165
NY 7.8750 0.2500 0.0000 0.0000 0.0165
NJ 8.8750 0.2500 0.0000 0.0000 0.0165
MD 7.7500 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
NJ 8.8750 0.2500 0.0000 0.0000 0.0165
NJ 8.3750 0.2500 0.0000 0.0000 0.0165
FL 8.6250 0.2500 0.0000 0.0000 0.0165
FL 8.2500 0.2500 0.0000 0.0000 0.0165
NC 8.6250 0.2500 0.0000 0.0000 0.0165
PA 8.0000 0.2500 0.0000 0.0000 0.0165
PA 8.3750 0.2500 0.0000 0.0000 0.0165
NJ 8.1250 0.2500 0.0000 0.0000 0.0165
NJ 8.6250 0.2500 0.0000 0.0000 0.0165
NJ 9.0000 0.2500 0.0000 0.0000 0.0165
NJ 7.7500 0.2500 0.0000 0.0000 0.0165
NJ 8.8750 0.2500 0.0000 0.0000 0.0165
NJ 7.6250 0.2500 0.0000 0.0000 0.0165
PA 8.0000 0.2500 0.0000 0.0000 0.0165
PA 8.0000 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
NJ 8.2500 0.2500 0.0000 0.0000 0.0165
NJ 7.7500 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
NC 7.8750 0.2500 0.0000 0.0000 0.0165
NJ 9.0000 0.2500 0.0000 0.0000 0.0165
NJ 7.8750 0.2500 0.0000 0.0000 0.0165
NJ 8.5000 0.2500 0.0000 0.0000 0.0165
FL 8.7500 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
NC 8.5000 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
GA 8.2500 0.2500 0.0000 0.0000 0.0165
SC 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
GA 8.3750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
OK 8.3750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.6250 0.2500 0.0000 0.0000 0.0165
TX 8.7500 0.2500 0.0000 0.0000 0.0165
TX 8.8750 0.2500 0.0000 0.0000 0.0165
WA 7.8750 0.2500 0.0000 0.0000 0.0165
OH 8.6250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 8.8750 0.2500 0.0000 0.0000 0.0165
TX 8.7500 0.2500 0.0000 0.0000 0.0165
OR 7.1250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
OK 8.3750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
NM 7.6250 0.2500 0.0000 0.0000 0.0165
FL 9.0000 0.2500 0.0000 0.0000 0.0165
FL 8.7500 0.2500 0.0000 0.0000 0.0165
PA 7.6250 0.2500 0.0000 0.0000 0.0165
NJ 8.8750 0.2500 0.0000 0.0000 0.0165
NJ 8.3750 0.2500 0.0000 0.0000 0.0165
NJ 8.2500 0.2500 0.0000 0.0000 0.0165
NJ 8.2500 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
CO 8.1250 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
CO 7.0000 0.2500 0.0000 0.0000 0.0165
CO 7.1250 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
TN 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.2500 0.2500 0.0000 0.0000 0.0165
TN 7.3750 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
FL 7.1250 0.2500 0.0000 0.0000 0.0165
TN 7.3750 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
AL 7.6250 0.2500 0.0000 0.0000 0.0165
TN 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.1250 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
TN 7.3750 0.2500 0.0000 0.0000 0.0165
TN 7.0000 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
TN 7.0000 0.2500 0.0000 0.0000 0.0165
TN 7.3750 0.2500 0.0000 0.0000 0.0165
FL 8.1250 0.2500 0.0000 0.0000 0.0165
LA 7.3750 0.2500 0.0000 0.0000 0.0165
TN 7.6250 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
GA 9.0000 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 8.2500 0.2500 0.0000 0.0000 0.0165
GA 8.3750 0.2500 0.0000 0.0000 0.0165
GA 8.5000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
CA 7.6250 0.2500 0.0000 0.0000 0.0165
PA 8.3750 0.2500 0.0000 0.0000 0.0165
NJ 7.5000 0.2500 0.0000 0.0000 0.0165
PA 7.1250 0.2500 0.0000 0.0000 0.0165
PA 7.8750 0.2500 0.0000 0.0000 0.0165
PA 6.8750 0.2500 0.0000 0.0000 0.0165
PA 7.0000 0.2500 0.0000 0.0000 0.0165
NY 6.8750 0.2500 0.0000 0.0000 0.0165
PA 7.8750 0.2500 0.0000 0.0000 0.0165
PA 8.3750 0.2500 0.0000 0.0000 0.0165
PA 8.1250 0.2500 0.0000 0.0000 0.0165
PA 7.0000 0.2500 0.0000 0.0000 0.0165
PA 9.1250 0.2500 0.0000 0.0000 0.0165
NY 6.8750 0.2500 0.0000 0.0000 0.0165
FL 7.0000 0.2500 0.0000 0.0000 0.0165
NY 7.2500 0.2500 0.0000 0.0000 0.0165
NY 6.8750 0.2500 0.0000 0.0000 0.0165
NJ 7.1250 0.2500 0.0000 0.0000 0.0165
NY 7.1250 0.2500 0.0000 0.0000 0.0165
NY 8.0000 0.2500 0.0000 0.0000 0.0165
AZ 6.3750 0.2500 0.0000 0.0000 0.0165
AZ 7.3750 0.2500 0.0000 0.0000 0.0165
NJ 7.0000 0.2500 0.0000 0.0000 0.0165
NJ 6.3750 0.2500 0.0000 0.0000 0.0165
AR 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
IL 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
FL 8.2500 0.2500 0.0000 0.0000 0.0165
FL 8.3750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
FL 6.6250 0.2500 0.0000 0.0000 0.0165
SC 8.3750 0.2500 0.0000 0.0000 0.0165
CO 6.8750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
IN 7.3750 0.2500 0.0000 0.0000 0.0165
MO 7.6250 0.2500 0.0000 0.0000 0.0165
AZ 8.1250 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
NJ 9.1250 0.2500 0.0000 0.0000 0.0165
NY 7.0000 0.2500 0.0000 0.0000 0.0165
CA 7.7500 0.2500 0.0000 0.0000 0.0165
CA 6.5000 0.2500 0.0000 0.0000 0.0165
VA 7.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.2500 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
TX 10.0000 0.2500 0.0000 0.0000 0.0165
TX 9.3750 0.2500 0.0000 0.0000 0.0165
AZ 7.0000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
TX 9.6250 0.2500 0.0000 0.0000 0.0165
WA 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
NC 7.3750 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
NC 7.0000 0.2500 0.0000 0.0000 0.0165
CO 8.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.3750 0.2500 0.0000 0.0000 0.0165
CO 8.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
MN 7.3750 0.2500 0.0000 0.0000 0.0165
MN 6.6250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
GA 8.2500 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
IL 7.7500 0.2500 0.0000 0.0000 0.0165
IL 8.3750 0.2500 0.0000 0.0000 0.0165
NJ 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
GA 8.3750 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
NC 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 9.0000 0.2500 0.0000 0.0000 0.0165
UT 7.3750 0.2500 0.0000 0.0000 0.0165
CA 6.5000 0.2500 0.0000 0.0000 0.0165
PA 7.5000 0.2500 0.0000 0.0000 0.0165
PA 7.3750 0.2500 0.0000 0.0000 0.0165
MD 7.5000 0.2500 0.0000 0.0000 0.0165
MI 6.8750 0.2500 0.0000 0.0000 0.0165
KY 7.7500 0.2500 0.0000 0.0000 0.0165
OH 6.8750 0.2500 0.0000 0.0000 0.0165
NV 7.5000 0.2500 0.0000 0.0000 0.0165
WA 7.7500 0.2500 0.0000 0.0000 0.0165
FL 7.0000 0.2500 0.0000 0.0000 0.0165
MD 7.6250 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
OR 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
AZ 8.2500 0.2500 0.0000 0.0000 0.0165
TX 7.0000 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
MD 6.5000 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
CA 6.7500 0.2500 0.0000 0.0000 0.0165
AZ 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
FL 8.2500 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
AZ 7.0000 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
ID 7.7500 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.0000 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
PA 7.5000 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
KY 7.2500 0.2500 0.0000 0.0000 0.0165
TX 8.3750 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
AR 8.2500 0.2500 0.0000 0.0000 0.0165
AR 7.8750 0.2500 0.0000 0.0000 0.0165
OR 7.3750 0.2500 0.0000 0.0000 0.0165
MD 8.2500 0.2500 0.0000 0.0000 0.0165
ID 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
ID 7.5000 0.2500 0.0000 0.0000 0.0165
VA 7.1250 0.2500 0.0000 0.0000 0.0165
NJ 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
VA 7.3750 0.2500 0.0000 0.0000 0.0165
OR 7.6250 0.2500 0.0000 0.0000 0.0165
OR 6.8750 0.2500 0.0000 0.0000 0.0165
OR 7.5000 0.2500 0.0000 0.0000 0.0165
ID 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
PA 8.2500 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
KY 7.8750 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
MD 6.8750 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
IN 7.5000 0.2500 0.0000 0.0000 0.0165
OH 7.2500 0.2500 0.0000 0.0000 0.0165
KY 7.5000 0.2500 0.0000 0.0000 0.0165
IN 8.0000 0.2500 0.0000 0.0000 0.0165
KY 8.1250 0.2500 0.0000 0.0000 0.0165
OH 8.0000 0.2500 0.0000 0.0000 0.0165
IN 8.7500 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
KY 7.6250 0.2500 0.0000 0.0000 0.0165
IN 7.5000 0.2500 0.0000 0.0000 0.0165
OH 8.2500 0.2500 0.0000 0.0000 0.0165
TN 7.5000 0.2500 0.0000 0.0000 0.0165
OH 8.7500 0.2500 0.0000 0.0000 0.0165
KY 7.6250 0.2500 0.0000 0.0000 0.0165
IN 8.2500 0.2500 0.0000 0.0000 0.0165
KY 7.5000 0.2500 0.0000 0.0000 0.0165
HI 6.6250 0.2500 0.0000 0.0000 0.0165
HI 6.6250 0.2500 0.0000 0.0000 0.0165
CO 7.8750 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
CO 7.6250 0.2500 0.0000 0.0000 0.0165
CO 7.3750 0.2500 0.0000 0.0000 0.0165
CO 7.1250 0.2500 0.0000 0.0000 0.0165
CO 7.7500 0.2500 0.0000 0.0000 0.0165
IL 8.1250 0.2500 0.0000 0.0000 0.0165
WY 6.8750 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
DC 6.8750 0.2500 0.0000 0.0000 0.0165
VA 8.2500 0.2500 0.0000 0.0000 0.0165
NJ 6.8750 0.2500 0.0000 0.0000 0.0165
ME 7.2500 0.2500 0.0000 0.0000 0.0165
VA 7.8750 0.2500 0.0000 0.0000 0.0165
VA 6.8750 0.2500 0.0000 0.0000 0.0165
DE 7.3750 0.2500 0.0000 0.0000 0.0165
ID 6.8750 0.2500 0.0000 0.0000 0.0165
TX 6.8750 0.2500 0.0000 0.0000 0.0165
SC 7.7500 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
SC 7.6250 0.2500 0.0000 0.0000 0.0165
SC 7.7500 0.2500 0.0000 0.0000 0.0165
NC 8.1250 0.2500 0.0000 0.0000 0.0165
MN 7.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
KS 7.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
MO 8.1250 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
AZ 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
CO 7.5000 0.2500 0.0000 0.0000 0.0165
AZ 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
MO 8.5000 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
MO 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
NC 8.2500 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 9.0000 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TN 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.3750 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
NC 7.0000 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
CA 7.1250 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
NM 7.5000 0.2500 0.0000 0.0000 0.0165
CO 6.7500 0.2500 0.0000 0.0000 0.0165
VA 7.7500 0.2500 0.0000 0.0000 0.0165
OH 6.8750 0.2500 0.0000 0.0000 0.0165
FL 9.6250 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
OH 6.7500 0.2500 0.0000 0.0000 0.0165
FL 6.3750 0.2500 0.0000 0.0000 0.0165
OH 8.6250 0.2500 0.0000 0.0000 0.0165
FL 8.5000 0.2500 0.0000 0.0000 0.0165
NY 6.7500 0.2500 0.0000 0.0000 0.0165
NY 5.8750 0.2500 0.0000 0.0000 0.0165
TN 8.2500 0.2500 0.0000 0.0000 0.0165
RI 7.5000 0.2500 0.0000 0.0000 0.0165
NY 7.8750 0.2500 0.0000 0.0000 0.0165
NJ 7.7500 0.2500 0.0000 0.0000 0.0165
PA 9.1250 0.2500 0.0000 0.0000 0.0165
CT 7.6250 0.2500 0.0000 0.0000 0.0165
RI 7.3750 0.2500 0.0000 0.0000 0.0165
NJ 7.8750 0.2500 0.0000 0.0000 0.0165
OK 8.2500 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 6.5000 0.2500 0.0000 0.0000 0.0165
OK 7.2500 0.2500 0.0000 0.0000 0.0165
OK 9.0000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
OK 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
TX 7.0000 0.2500 0.0000 0.0000 0.0165
MD 7.0000 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
MD 7.5000 0.2500 0.0000 0.0000 0.0165
NC 7.7500 0.2500 0.0000 0.0000 0.0165
DC 6.8750 0.2500 0.0000 0.0000 0.0165
NC 7.5000 0.2500 0.0000 0.0000 0.0165
MD 7.3750 0.2500 0.0000 0.0000 0.0165
MD 7.0000 0.2500 0.0000 0.0000 0.0165
NC 7.5000 0.2500 0.0000 0.0000 0.0165
MD 7.6250 0.2500 0.0000 0.0000 0.0165
ME 6.5000 0.2500 0.0000 0.0000 0.0165
MA 6.8750 0.2500 0.0000 0.0000 0.0165
RI 6.8750 0.2500 0.0000 0.0000 0.0165
MD 7.0000 0.2500 0.0000 0.0000 0.0165
CA 7.1250 0.2500 0.0000 0.0000 0.0165
CT 7.6250 0.2500 0.0000 0.0000 0.0165
CA 7.8750 0.2500 0.0000 0.0000 0.0165
CA 7.6250 0.2500 0.0000 0.0000 0.0165
SC 7.3750 0.2500 0.0000 0.0000 0.0165
AL 7.6250 0.2500 0.0000 0.0000 0.0165
VA 6.6250 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
MD 7.3750 0.2500 0.0000 0.0000 0.0165
NJ 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
NC 7.7500 0.2500 0.0000 0.0000 0.0165
NC 7.6250 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
MD 7.7500 0.2500 0.0000 0.0000 0.0165
WA 8.0000 0.2500 0.0000 0.0000 0.0165
WA 8.7500 0.2500 0.0000 0.0000 0.0165
KS 7.8750 0.2500 0.0000 0.0000 0.0165
IN 7.8750 0.2500 0.0000 0.0000 0.0165
WA 8.0000 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
IL 7.7500 0.2500 0.0000 0.0000 0.0165
CA 8.6250 0.2500 0.0000 0.0000 0.0165
IL 8.2500 0.2500 0.0000 0.0000 0.0165
NY 7.6250 0.2500 0.0000 0.0000 0.0165
PA 9.0000 0.2500 0.0000 0.0000 0.0165
CA 7.7500 0.2500 0.0000 0.0000 0.0165
MI 9.1250 0.2500 0.0000 0.0000 0.0165
CO 7.6250 0.2500 0.0000 0.0000 0.0165
TX 9.5000 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
NM 8.2500 0.2500 0.0000 0.0000 0.0165
FL 7.1250 0.2500 0.0000 0.0000 0.0165
PA 7.8750 0.2500 0.0000 0.0000 0.0165
NV 8.2500 0.2500 0.0000 0.0000 0.0165
AZ 6.6250 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.1250 0.2500 0.0000 0.0000 0.0165
MD 7.8750 0.2500 0.0000 0.0000 0.0165
CA 7.7500 0.2500 0.0000 0.0000 0.0165
AZ 6.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.7500 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
NY 7.8750 0.2500 0.0000 0.0000 0.0165
NY 7.5000 0.2500 0.0000 0.0000 0.0165
NY 7.8750 0.2500 0.0000 0.0000 0.0165
NJ 7.5000 0.2500 0.0000 0.0000 0.0165
PA 8.2500 0.2500 0.0000 0.0000 0.0165
PA 7.2500 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
FL 8.7500 0.2500 0.0000 0.0000 0.0165
TX 8.8750 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
NY 6.7500 0.2500 0.0000 0.0000 0.0165
NY 6.7500 0.2500 0.0000 0.0000 0.0165
NY 7.1250 0.2500 0.0000 0.0000 0.0165
UT 8.0000 0.2500 0.0000 0.0000 0.0165
OR 6.8750 0.2500 0.0000 0.0000 0.0165
ID 8.7500 0.2500 0.0000 0.0000 0.0165
WA 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
WA 7.6250 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
MD 7.5000 0.2500 0.0000 0.0000 0.0165
MD 8.5000 0.2500 0.0000 0.0000 0.0165
VA 7.2500 0.2500 0.0000 0.0000 0.0165
MD 8.5000 0.2500 0.0000 0.0000 0.0165
MD 8.5000 0.2500 0.0000 0.0000 0.0165
CO 7.6250 0.2500 0.0000 0.0000 0.0165
MD 8.5000 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
IA 8.6250 0.2500 0.0000 0.0000 0.0165
SC 8.0000 0.2500 0.0000 0.0000 0.0165
MD 9.1250 0.2500 0.0000 0.0000 0.0165
FL 8.1250 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
CA 7.0000 0.2500 0.0000 0.0000 0.0165
WA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 9.0000 0.2500 0.0000 0.0000 0.0165
SC 9.0000 0.2500 0.0000 0.0000 0.0165
SC 9.1250 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
SC 7.2500 0.2500 0.0000 0.0000 0.0165
NV 6.5000 0.2500 0.0000 0.0000 0.0165
CO 6.7500 0.2500 0.0000 0.0000 0.0165
NV 7.3750 0.2500 0.0000 0.0000 0.0165
UT 6.6250 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 8.3750 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 6.3750 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
NC 6.7500 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
GA 6.6250 0.2500 0.0000 0.0000 0.0165
GA 6.3750 0.2500 0.0000 0.0000 0.0165
GA 6.5000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 6.3750 0.2500 0.0000 0.0000 0.0165
NC 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 6.2500 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
NC 7.6250 0.2500 0.0000 0.0000 0.0165
GA 6.5000 0.2500 0.0000 0.0000 0.0165
GA 6.3750 0.2500 0.0000 0.0000 0.0165
NC 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
NC 7.6250 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 6.5000 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
NC 8.5000 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
NC 7.6250 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 6.5000 0.2500 0.0000 0.0000 0.0165
FL 6.7500 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
NJ 6.8750 0.2500 0.0000 0.0000 0.0165
NY 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.2500 0.2500 0.0000 0.0000 0.0165
CA 6.7500 0.2500 0.0000 0.0000 0.0165
NJ 7.0000 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
MO 7.7500 0.2500 0.0000 0.0000 0.0165
VA 7.2500 0.2500 0.0000 0.0000 0.0165
VA 7.2500 0.2500 0.0000 0.0000 0.0165
OH 6.5000 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
OH 7.5000 0.2500 0.0000 0.0000 0.0165
OH 7.0000 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
OH 5.9900 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
MI 6.6250 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
IN 7.0000 0.2500 0.0000 0.0000 0.0165
IN 6.7500 0.2500 0.0000 0.0000 0.0165
OH 5.8750 0.2500 0.0000 0.0000 0.0165
UT 7.5000 0.2500 0.0000 0.0000 0.0165
UT 7.7500 0.2500 0.0000 0.0000 0.0165
MN 7.8750 0.2500 0.0000 0.0000 0.0165
MN 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
CA 6.5000 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 6.5000 0.2500 0.0000 0.0000 0.0165
TN 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
CA 6.3750 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
AZ 7.3750 0.2500 0.0000 0.0000 0.0165
AZ 8.2500 0.2500 0.0000 0.0000 0.0165
OR 7.3750 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
AZ 7.0000 0.2500 0.0000 0.0000 0.0165
AZ 7.7500 0.2500 0.0000 0.0000 0.0165
WI 7.3750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
ID 7.2500 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
WA 7.3750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
WA 7.0000 0.2500 0.0000 0.0000 0.0165
CO 7.6250 0.2500 0.0000 0.0000 0.0165
IN 8.5000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
MN 7.5000 0.2500 0.0000 0.0000 0.0165
MN 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
FL 7.0000 0.2500 0.0000 0.0000 0.0165
TX 8.8750 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
TX 8.6250 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
NC 7.2500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
NM 7.6250 0.2500 0.0000 0.0000 0.0165
NC 8.6250 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TX 6.8750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 9.1250 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
CO 7.2500 0.2500 0.0000 0.0000 0.0165
CO 7.6250 0.2500 0.0000 0.0000 0.0165
CO 7.5000 0.2500 0.0000 0.0000 0.0165
CA 7.3750 0.2500 0.0000 0.0000 0.0165
MA 8.6250 0.2500 0.0000 0.0000 0.0165
VA 7.2500 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.7500 0.2500 0.0000 0.0000 0.0165
TX 8.8750 0.2500 0.0000 0.0000 0.0165
LA 7.8750 0.2500 0.0000 0.0000 0.0165
UT 7.3750 0.2500 0.0000 0.0000 0.0165
TX 8.7500 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
IL 7.5000 0.2500 0.0000 0.0000 0.0165
TX 8.6250 0.2500 0.0000 0.0000 0.0165
TX 8.7500 0.2500 0.0000 0.0000 0.0165
TX 8.8750 0.2500 0.0000 0.0000 0.0165
CO 7.5000 0.2500 0.0000 0.0000 0.0165
SC 8.7500 0.2500 0.0000 0.0000 0.0165
IL 8.8750 0.2500 0.0000 0.0000 0.0165
MD 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
MD 7.2500 0.2500 0.0000 0.0000 0.0165
AL 7.3750 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
AL 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
MS 7.7500 0.2500 0.0000 0.0000 0.0165
MD 7.0000 0.2500 0.0000 0.0000 0.0165
AL 7.3750 0.2500 0.0000 0.0000 0.0165
NC 8.0000 0.2500 0.0000 0.0000 0.0165
GA 8.1250 0.2500 0.0000 0.0000 0.0165
NC 8.0000 0.2500 0.0000 0.0000 0.0165
WI 7.7500 0.2500 0.0000 0.0000 0.0165
MI 7.7500 0.2500 0.0000 0.0000 0.0165
MA 7.0000 0.2500 0.0000 0.0000 0.0165
FL 8.1250 0.2500 0.0000 0.0000 0.0165
CA 8.5000 0.2500 0.0000 0.0000 0.0165
NV 8.3750 0.2500 0.0000 0.0000 0.0165
CA 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.7500 0.2500 0.0000 0.0000 0.0165
NV 7.5000 0.2500 0.0000 0.0000 0.0165
NV 7.3750 0.2500 0.0000 0.0000 0.0165
NV 7.8750 0.2500 0.0000 0.0000 0.0165
CO 6.8750 0.2500 0.0000 0.0000 0.0165
CT 8.2500 0.2500 0.0000 0.0000 0.0165
MA 6.8750 0.2500 0.0000 0.0000 0.0165
NJ 7.2500 0.2500 0.0000 0.0000 0.0165
CA 8.1250 0.2500 0.0000 0.0000 0.0165
CA 8.7500 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
OH 8.7500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
HI 7.0000 0.2500 0.0000 0.0000 0.0165
AZ 5.8750 0.2500 0.0000 0.0000 0.0165
IL 10.5000 0.2500 0.0000 0.0000 0.0165
OH 6.6250 0.2500 0.0000 0.0000 0.0165
AZ 9.6250 0.2500 0.0000 0.0000 0.0165
FL 9.5000 0.2500 0.0000 0.0000 0.0165
LA 8.5000 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
FL 6.3750 0.2500 0.0000 0.0000 0.0165
AZ 8.6250 0.2500 0.0000 0.0000 0.0165
WI 6.7500 0.2500 0.0000 0.0000 0.0165
NV 7.5000 0.2500 0.0000 0.0000 0.0165
WA 9.6250 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
OH 7.5000 0.2500 0.0000 0.0000 0.0165
NC 8.5000 0.2500 0.0000 0.0000 0.0165
LA 6.6250 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
AL 8.0000 0.2500 0.0000 0.0000 0.0165
NC 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
AL 7.6250 0.2500 0.0000 0.0000 0.0165
NC 7.5000 0.2500 0.0000 0.0000 0.0165
AL 7.0000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
AL 7.0000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
OH 6.6250 0.2500 0.0000 0.0000 0.0165
MD 6.8750 0.2500 0.0000 0.0000 0.0165
VA 7.6250 0.2500 0.0000 0.0000 0.0165
OH 6.8750 0.2500 0.0000 0.0000 0.0165
OH 7.1250 0.2500 0.0000 0.0000 0.0165
OH 6.7500 0.2500 0.0000 0.0000 0.0165
VA 7.7500 0.2500 0.0000 0.0000 0.0165
VA 7.6250 0.2500 0.0000 0.0000 0.0165
NJ 8.0000 0.2500 0.0000 0.0000 0.0165
PA 7.7500 0.2500 0.0000 0.0000 0.0165
MD 7.6250 0.2500 0.0000 0.0000 0.0165
NJ 8.1250 0.2500 0.0000 0.0000 0.0165
MD 7.7500 0.2500 0.0000 0.0000 0.0165
MD 7.7500 0.2500 0.0000 0.0000 0.0165
OH 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
MA 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.0000 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
AZ 7.6250 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
GA 6.5000 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
NC 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
GA 8.1250 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
GA 8.5000 0.2500 0.0000 0.0000 0.0165
GA 8.1250 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
SC 7.2500 0.2500 0.0000 0.0000 0.0165
GA 6.6250 0.2500 0.0000 0.0000 0.0165
GA 8.7500 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 8.5000 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
GA 8.3750 0.2500 0.0000 0.0000 0.0165
GA 6.6250 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
GA 8.1250 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.0000 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 6.7500 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
GA 8.8750 0.2500 0.0000 0.0000 0.0165
WY 7.3750 0.2500 0.0000 0.0000 0.0165
CO 7.7500 0.2500 0.0000 0.0000 0.0165
CO 7.2500 0.2500 0.0000 0.0000 0.0165
AR 6.7500 0.2500 0.0000 0.0000 0.0165
CA 6.7500 0.2500 0.0000 0.0000 0.0165
CA 6.7500 0.2500 0.0000 0.0000 0.0165
CA 6.8750 0.2500 0.0000 0.0000 0.0165
CA 6.7500 0.2500 0.0000 0.0000 0.0165
FL 6.6250 0.2500 0.0000 0.0000 0.0165
CA 6.3750 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
CO 8.0000 0.2500 0.0000 0.0000 0.0165
NY 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
IN 7.3750 0.2500 0.0000 0.0000 0.0165
TX 6.7500 0.2500 0.0000 0.0000 0.0165
TX 6.7500 0.2500 0.0000 0.0000 0.0165
IN 7.6250 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
IA 9.0000 0.2500 0.0000 0.0000 0.0165
TX 6.7500 0.2500 0.0000 0.0000 0.0165
MS 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
IN 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
FL 8.1250 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 8.2500 0.2500 0.0000 0.0000 0.0165
AL 9.5000 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
SC 7.5000 0.2500 0.0000 0.0000 0.0165
TN 7.1250 0.2500 0.0000 0.0000 0.0165
GA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.2500 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
AL 6.8750 0.2500 0.0000 0.0000 0.0165
FL 8.1250 0.2500 0.0000 0.0000 0.0165
GA 6.8750 0.2500 0.0000 0.0000 0.0165
SC 7.8750 0.2500 0.0000 0.0000 0.0165
GA 8.3750 0.2500 0.0000 0.0000 0.0165
GA 8.2500 0.2500 0.0000 0.0000 0.0165
TN 7.2500 0.2500 0.0000 0.0000 0.0165
NC 8.0000 0.2500 0.0000 0.0000 0.0165
GA 7.7500 0.2500 0.0000 0.0000 0.0165
GA 8.1250 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
GA 7.6250 0.2500 0.0000 0.0000 0.0165
NC 7.2500 0.2500 0.0000 0.0000 0.0165
MI 8.1250 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
KS 8.0000 0.2500 0.0000 0.0000 0.0165
OR 7.6250 0.2500 0.0000 0.0000 0.0165
MO 7.1250 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
IL 6.1250 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
UT 7.6250 0.2500 0.0000 0.0000 0.0165
WA 7.3750 0.2500 0.0000 0.0000 0.0165
MS 7.8750 0.2500 0.0000 0.0000 0.0165
TN 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
MO 6.7500 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
IL 7.6250 0.2500 0.0000 0.0000 0.0165
IL 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
NV 7.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.0000 0.2500 0.0000 0.0000 0.0165
NV 7.8750 0.2500 0.0000 0.0000 0.0165
NV 7.6250 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
NC 6.7500 0.2500 0.0000 0.0000 0.0165
IL 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
CO 7.3750 0.2500 0.0000 0.0000 0.0165
FL 8.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.1250 0.2500 0.0000 0.0000 0.0165
NV 8.2500 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
AZ 7.7500 0.2500 0.0000 0.0000 0.0165
TX 6.7500 0.2500 0.0000 0.0000 0.0165
FL 8.7500 0.2500 0.0000 0.0000 0.0165
IL 7.7500 0.2500 0.0000 0.0000 0.0165
MI 7.7500 0.2500 0.0000 0.0000 0.0165
VA 8.0000 0.2500 0.0000 0.0000 0.0165
IL 8.0000 0.2500 0.0000 0.0000 0.0165
FL 7.2500 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
FL 8.3750 0.2500 0.0000 0.0000 0.0165
NV 7.3750 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
NM 7.1250 0.2500 0.0000 0.0000 0.0165
PA 7.0000 0.2500 0.0000 0.0000 0.0165
UT 7.2500 0.2500 0.0000 0.0000 0.0165
CO 8.5000 0.2500 0.0000 0.0000 0.0165
CO 7.5000 0.2500 0.0000 0.0000 0.0165
UT 9.1250 0.2500 0.0000 0.0000 0.0165
CO 8.1250 0.2500 0.0000 0.0000 0.0165
UT 7.7500 0.2500 0.0000 0.0000 0.0165
CO 7.7500 0.2500 0.0000 0.0000 0.0165
UT 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
UT 7.5000 0.2500 0.0000 0.0000 0.0165
UT 7.3750 0.2500 0.0000 0.0000 0.0165
CO 7.6250 0.2500 0.0000 0.0000 0.0165
UT 7.5000 0.2500 0.0000 0.0000 0.0165
CO 7.0000 0.2500 0.0000 0.0000 0.0165
CO 9.1250 0.2500 0.0000 0.0000 0.0165
UT 7.3750 0.2500 0.0000 0.0000 0.0165
UT 9.1250 0.2500 0.0000 0.0000 0.0165
NV 7.2500 0.2500 0.0000 0.0000 0.0165
NV 7.7500 0.2500 0.0000 0.0000 0.0165
NV 7.5000 0.2500 0.0000 0.0000 0.0165
NV 7.7500 0.2500 0.0000 0.0000 0.0165
NV 5.7500 0.2500 0.0000 0.0000 0.0165
NV 7.8750 0.2500 0.0000 0.0000 0.0165
MA 7.5000 0.2500 0.0000 0.0000 0.0165
IL 7.1250 0.2500 0.0000 0.0000 0.0165
CA 7.0000 0.2500 0.0000 0.0000 0.0165
MA 7.6250 0.2500 0.0000 0.0000 0.0165
CA 7.0000 0.2500 0.0000 0.0000 0.0165
CO 7.5000 0.2500 0.0000 0.0000 0.0165
MI 7.1250 0.2500 0.0000 0.0000 0.0165
MA 7.6250 0.2500 0.0000 0.0000 0.0165
MA 7.5000 0.2500 0.0000 0.0000 0.0165
VA 6.8750 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
ME 7.5000 0.2500 0.0000 0.0000 0.0165
ME 8.2500 0.2500 0.0000 0.0000 0.0165
NH 8.5000 0.2500 0.0000 0.0000 0.0165
AZ 7.6250 0.2500 0.0000 0.0000 0.0165
MO 7.5000 0.2500 0.0000 0.0000 0.0165
OK 7.6250 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
OK 8.6250 0.2500 0.0000 0.0000 0.0165
OK 8.6250 0.2500 0.0000 0.0000 0.0165
OH 7.6250 0.2500 0.0000 0.0000 0.0165
OK 8.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.7500 0.2500 0.0000 0.0000 0.0165
AZ 7.0000 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
OK 7.3750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
OK 8.7500 0.2500 0.0000 0.0000 0.0165
OK 8.6250 0.2500 0.0000 0.0000 0.0165
MI 8.3750 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 8.6250 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TX 8.6250 0.2500 0.0000 0.0000 0.0165
AR 8.8750 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 8.3750 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
UT 7.0000 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
FL 7.2500 0.2500 0.0000 0.0000 0.0165
UT 8.0000 0.2500 0.0000 0.0000 0.0165
FL 8.2500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
FL 6.8750 0.2500 0.0000 0.0000 0.0165
UT 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
UT 7.8750 0.2500 0.0000 0.0000 0.0165
CO 7.2500 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
ID 7.5000 0.2500 0.0000 0.0000 0.0165
CO 7.8750 0.2500 0.0000 0.0000 0.0165
UT 7.8750 0.2500 0.0000 0.0000 0.0165
FL 8.1250 0.2500 0.0000 0.0000 0.0165
UT 6.6250 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
UT 8.3750 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
OR 7.1250 0.2500 0.0000 0.0000 0.0165
UT 7.3750 0.2500 0.0000 0.0000 0.0165
FL 8.6250 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
FL 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
CO 7.1250 0.2500 0.0000 0.0000 0.0165
CO 7.5000 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
CO 8.1250 0.2500 0.0000 0.0000 0.0165
FL 7.5000 0.2500 0.0000 0.0000 0.0165
CA 7.8750 0.2500 0.0000 0.0000 0.0165
TX 8.0000 0.2500 0.0000 0.0000 0.0165
FL 7.3750 0.2500 0.0000 0.0000 0.0165
UT 7.5000 0.2500 0.0000 0.0000 0.0165
TX 7.5000 0.2500 0.0000 0.0000 0.0165
UT 7.7500 0.2500 0.0000 0.0000 0.0165
WA 7.5000 0.2500 0.0000 0.0000 0.0165
UT 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.0000 0.2500 0.0000 0.0000 0.0165
CA 7.5000 0.2500 0.0000 0.0000 0.0165
FL 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
CO 7.7500 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.0000 0.2500 0.0000 0.0000 0.0165
FL 7.6250 0.2500 0.0000 0.0000 0.0165
CA 7.8750 0.2500 0.0000 0.0000 0.0165
NC 7.3750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
MI 8.0000 0.2500 0.0000 0.0000 0.0165
IL 8.8750 0.2500 0.0000 0.0000 0.0165
MI 6.8750 0.2500 0.0000 0.0000 0.0165
OH 7.8750 0.2500 0.0000 0.0000 0.0165
MI 6.8750 0.2500 0.0000 0.0000 0.0165
NV 6.5000 0.2500 0.0000 0.0000 0.0165
OH 6.8750 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
CA 8.7500 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
MD 7.7500 0.2500 0.0000 0.0000 0.0165
MD 7.7500 0.2500 0.0000 0.0000 0.0165
VA 8.1250 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
CT 8.1250 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
ME 8.7500 0.2500 0.0000 0.0000 0.0165
GA 6.6250 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
MI 6.8750 0.2500 0.0000 0.0000 0.0165
NV 7.0000 0.2500 0.0000 0.0000 0.0165
NV 6.8750 0.2500 0.0000 0.0000 0.0165
NV 7.5000 0.2500 0.0000 0.0000 0.0165
ID 7.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.8750 0.2500 0.0000 0.0000 0.0165
MI 8.1250 0.2500 0.0000 0.0000 0.0165
MI 8.1250 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
NE 9.1250 0.2500 0.0000 0.0000 0.0165
CA 7.7500 0.2500 0.0000 0.0000 0.0165
AZ 7.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.7500 0.2500 0.0000 0.0000 0.0165
AZ 7.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.6250 0.2500 0.0000 0.0000 0.0165
AZ 7.3750 0.2500 0.0000 0.0000 0.0165
AZ 7.2500 0.2500 0.0000 0.0000 0.0165
AZ 7.3750 0.2500 0.0000 0.0000 0.0165
IL 7.0000 0.2500 0.0000 0.0000 0.0165
NC 7.1250 0.2500 0.0000 0.0000 0.0165
TN 6.2500 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
TX 9.0000 0.2500 0.0000 0.0000 0.0165
TX 6.7500 0.2500 0.0000 0.0000 0.0165
TX 7.0000 0.2500 0.0000 0.0000 0.0165
OH 9.0000 0.2500 0.0000 0.0000 0.0165
SC 8.8750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.8750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
MI 8.2500 0.2500 0.0000 0.0000 0.0165
MI 7.3750 0.2500 0.0000 0.0000 0.0165
MI 6.8750 0.2500 0.0000 0.0000 0.0165
GA 7.3750 0.2500 0.0000 0.0000 0.0165
MI 7.7500 0.2500 0.0000 0.0000 0.0165
MI 8.5000 0.2500 0.0000 0.0000 0.0165
MN 7.6250 0.2500 0.0000 0.0000 0.0165
CA 7.2500 0.2500 0.0000 0.0000 0.0165
WA 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.6250 0.2500 0.0000 0.0000 0.0165
PA 7.5000 0.2500 0.0000 0.0000 0.0165
DE 8.0000 0.2500 0.0000 0.0000 0.0165
PA 7.5000 0.2500 0.0000 0.0000 0.0165
NJ 7.3750 0.2500 0.0000 0.0000 0.0165
PA 7.1250 0.2500 0.0000 0.0000 0.0165
PA 7.7500 0.2500 0.0000 0.0000 0.0165
NJ 8.2500 0.2500 0.0000 0.0000 0.0165
NJ 7.5000 0.2500 0.0000 0.0000 0.0165
NJ 7.5000 0.2500 0.0000 0.0000 0.0165
PA 7.6250 0.2500 0.0000 0.0000 0.0165
NJ 7.8750 0.2500 0.0000 0.0000 0.0165
PA 7.8750 0.2500 0.0000 0.0000 0.0165
PA 7.1250 0.2500 0.0000 0.0000 0.0165
NJ 7.2500 0.2500 0.0000 0.0000 0.0165
NJ 8.2500 0.2500 0.0000 0.0000 0.0165
PA 7.5000 0.2500 0.0000 0.0000 0.0165
PA 8.2500 0.2500 0.0000 0.0000 0.0165
DE 7.6250 0.2500 0.0000 0.0000 0.0165
NJ 7.5000 0.2500 0.0000 0.0000 0.0165
DE 7.5000 0.2500 0.0000 0.0000 0.0165
PA 7.7500 0.2500 0.0000 0.0000 0.0165
IN 7.3750 0.2500 0.0000 0.0000 0.0165
FL 8.5000 0.2500 0.0000 0.0000 0.0165
CO 8.3750 0.2500 0.0000 0.0000 0.0165
WI 8.1250 0.2500 0.0000 0.0000 0.0165
WI 8.1250 0.2500 0.0000 0.0000 0.0165
WI 7.8750 0.2500 0.0000 0.0000 0.0165
MN 9.0000 0.2500 0.0000 0.0000 0.0165
WI 7.7500 0.2500 0.0000 0.0000 0.0165
MN 8.3750 0.2500 0.0000 0.0000 0.0165
IA 7.6250 0.2500 0.0000 0.0000 0.0165
VA 8.1250 0.2500 0.0000 0.0000 0.0165
MD 7.8750 0.2500 0.0000 0.0000 0.0165
GA 8.0000 0.2500 0.0000 0.0000 0.0165
IL 8.2500 0.2500 0.0000 0.0000 0.0165
VA 7.5000 0.2500 0.0000 0.0000 0.0165
FL 7.3750 0.2500 0.0000 0.0000 0.0165
VA 7.7500 0.2500 0.0000 0.0000 0.0165
NJ 7.0000 0.2500 0.0000 0.0000 0.0165
NJ 7.0000 0.2500 0.0000 0.0000 0.0165
NJ 7.0000 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
MI 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.7500 0.2500 0.0000 0.0000 0.0165
CA 7.8750 0.2500 0.0000 0.0000 0.0165
CO 6.5000 0.2500 0.0000 0.0000 0.0165
MA 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
MA 6.8750 0.2500 0.0000 0.0000 0.0165
TX 7.1250 0.2500 0.0000 0.0000 0.0165
VA 6.7500 0.2500 0.0000 0.0000 0.0165
NH 7.0000 0.2500 0.0000 0.0000 0.0165
MA 7.6250 0.2500 0.0000 0.0000 0.0165
RI 8.2500 0.2500 0.0000 0.0000 0.0165
IL 7.1250 0.2500 0.0000 0.0000 0.0165
AZ 7.0000 0.2500 0.0000 0.0000 0.0165
WA 6.8750 0.2500 0.0000 0.0000 0.0165
MA 6.8750 0.2500 0.0000 0.0000 0.0165
MO 9.1250 0.2500 0.0000 0.0000 0.0165
WI 9.0000 0.2500 0.0000 0.0000 0.0165
GA 7.1250 0.2500 0.0000 0.0000 0.0165
MO 8.5000 0.2500 0.0000 0.0000 0.0165
MO 8.5000 0.2500 0.0000 0.0000 0.0165
MI 8.5000 0.2500 0.0000 0.0000 0.0165
WI 8.5000 0.2500 0.0000 0.0000 0.0165
OH 8.5000 0.2500 0.0000 0.0000 0.0165
FL 7.8750 0.2500 0.0000 0.0000 0.0165
WI 9.0000 0.2500 0.0000 0.0000 0.0165
MO 8.1250 0.2500 0.0000 0.0000 0.0165
AZ 7.8750 0.2500 0.0000 0.0000 0.0165
NH 8.7500 0.2500 0.0000 0.0000 0.0165
WI 8.5000 0.2500 0.0000 0.0000 0.0165
MO 8.5000 0.2500 0.0000 0.0000 0.0165
AZ 7.5000 0.2500 0.0000 0.0000 0.0165
AZ 7.8750 0.2500 0.0000 0.0000 0.0165
VA 8.0000 0.2500 0.0000 0.0000 0.0165
VA 8.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 9.5000 0.2500 0.0000 0.0000 0.0165
TX 7.3750 0.2500 0.0000 0.0000 0.0165
TX 8.1250 0.2500 0.0000 0.0000 0.0165
CO 8.0000 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.8750 0.2500 0.0000 0.0000 0.0165
TX 7.2500 0.2500 0.0000 0.0000 0.0165
TX 7.6250 0.2500 0.0000 0.0000 0.0165
TX 8.2500 0.2500 0.0000 0.0000 0.0165
TX 6.8750 0.2500 0.0000 0.0000 0.0165
TX 8.5000 0.2500 0.0000 0.0000 0.0165
TX 8.6250 0.2500 0.0000 0.0000 0.0165
TX 7.7500 0.2500 0.0000 0.0000 0.0165
STATE CURRENT_ MATURITY_ STATED_ORIGINAL STATED_REM
NET_COUPON DATE _TERM _TERM
-------------------------------------------------------------------------------------------------------------------
VA 7.4835 20360601 360 359
VA 7.2335 20360601 360 359
MD 6.4835 20360601 360 359
DC 6.7335 20360601 360 359
MD 7.1085 20360601 360 359
GA 6.4835 20360601 360 359
VA 7.3585 20360601 360 359
VA 7.1085 20360601 360 359
MD 7.1085 20360601 360 359
VA 7.1085 20360701 360 360
PA 7.1085 20360601 360 359
GA 7.1085 20360601 360 359
PA 7.6085 20360601 360 359
MD 6.6085 20360701 360 360
MD 6.6085 20360601 360 359
VA 7.6085 20360601 360 359
GA 7.3585 20360701 360 360
VA 6.7335 20360501 360 358
MD 7.3585 20360601 360 359
MD 7.1085 20360601 360 359
MD 6.9835 20360601 360 359
DE 7.2335 20360601 360 359
DE 6.9835 20360701 360 360
MD 7.3585 20360601 360 359
DE 7.2335 20360701 360 360
MD 6.8585 20360601 360 359
MD 6.4835 20360601 360 359
MD 7.3585 20360601 360 359
UT 7.2335 20360701 360 360
ID 7.2335 20360701 360 360
NY 7.6085 20360601 360 359
NY 7.4835 20360601 360 359
NY 6.7335 20360701 360 360
NY 8.4835 20360601 360 359
MS 7.3585 20360701 360 360
NY 7.2335 20360601 360 359
FL 7.3585 20360601 360 359
NY 7.1085 20360601 360 359
NY 8.4835 20360601 360 359
NJ 7.4835 20360601 360 359
NY 8.6085 20360701 360 360
NY 8.2335 20360601 360 359
NY 6.8585 20360601 360 359
NJ 6.9835 20360601 360 359
NY 7.2335 20360601 360 359
GA 7.9835 20360601 360 359
NY 7.7335 20360601 360 359
NY 8.4835 20360601 360 359
NY 6.9835 20360701 360 360
NY 6.8585 20360601 360 359
NY 7.6085 20360601 360 359
NJ 8.6085 20360601 360 359
MD 7.4835 20360601 360 359
FL 7.7335 20360601 360 359
NJ 8.6085 20360501 360 358
NJ 8.1085 20360601 360 359
FL 8.3585 20360601 360 359
FL 7.9835 20360601 360 359
NC 8.3585 20360701 360 360
PA 7.7335 20360601 360 359
PA 8.1085 20360501 360 358
NJ 7.8585 20360601 360 359
NJ 8.3585 20360501 360 358
NJ 8.7335 20360601 360 359
NJ 7.4835 20360601 360 359
NJ 8.6085 20360701 360 360
NJ 7.3585 20360601 360 359
PA 7.7335 20360601 360 359
PA 7.7335 20360701 360 360
FL 7.2335 20360601 360 359
NJ 7.9835 20360701 360 360
NJ 7.4835 20360601 360 359
FL 7.7335 20360701 360 360
NC 7.6085 20360701 360 360
NJ 8.7335 20360701 360 360
NJ 7.6085 20360601 360 359
NJ 8.2335 20360601 360 359
FL 8.4835 20360701 360 360
GA 7.2335 20360501 360 358
NC 8.2335 20360601 360 359
GA 6.9835 20360301 360 356
GA 6.7335 20360401 360 357
GA 7.9835 20360501 360 358
SC 6.9835 20360401 360 357
GA 6.7335 20360601 360 359
GA 8.1085 20360501 360 358
GA 7.1085 20360601 360 359
TX 7.6085 20360501 360 358
TX 7.8585 20360701 360 360
OK 8.1085 20360701 360 360
TX 7.6085 20360501 360 358
TX 7.6085 20360501 360 358
TX 7.2335 20360601 360 359
TX 7.3585 20360701 360 360
TX 7.4835 20360601 360 359
TX 8.3585 20360601 360 359
TX 8.4835 20360701 360 360
TX 8.6085 20360601 360 359
WA 7.6085 20360701 360 360
OH 8.3585 20360601 360 359
TX 7.4835 20360601 360 359
FL 7.6085 20360201 360 355
TX 8.2335 20360701 360 360
TX 8.2335 20360401 360 357
TX 8.6085 20360701 360 360
TX 8.4835 20360601 360 359
OR 6.8585 20360601 360 359
TX 7.6085 20360601 360 359
OK 8.1085 20360701 360 360
TX 8.2335 20360601 360 359
TX 7.6085 20360501 360 358
TX 8.2335 20360701 360 360
TX 6.9835 20360601 360 359
NM 7.3585 20360701 360 360
FL 8.7335 20360601 360 359
FL 8.4835 20360501 360 358
PA 7.3585 20360601 360 359
NJ 8.6085 20360401 360 357
NJ 8.1085 20360601 360 359
NJ 7.9835 20360401 360 357
NJ 7.9835 20360501 360 358
FL 7.2335 20360601 360 359
CO 7.8585 20360601 360 359
FL 7.4835 20360601 360 359
CO 6.7335 20360701 360 360
CO 6.8585 20360601 360 359
FL 7.2335 20360501 360 358
TN 7.1085 20360501 360 358
FL 6.9835 20360601 360 359
TN 7.1085 20360501 360 358
FL 7.7335 20360501 360 358
FL 6.8585 20360401 360 357
TN 7.1085 20360501 360 358
FL 6.6085 20360501 360 358
AL 7.3585 20360501 360 358
TN 7.1085 20360501 360 358
FL 6.8585 20360501 360 358
FL 7.7335 20360601 360 359
TN 7.1085 20360501 360 358
TN 6.7335 20360501 360 358
FL 7.2335 20360501 360 358
TN 6.7335 20360501 360 358
TN 7.1085 20360501 360 358
FL 7.8585 20360601 360 359
LA 7.1085 20360501 360 358
TN 7.3585 20360501 360 358
FL 7.2335 20360501 360 358
FL 7.6085 20360501 360 358
GA 8.7335 20360601 360 359
GA 7.2335 20360501 360 358
GA 7.1085 20360601 360 359
GA 7.3585 20360601 360 359
GA 7.9835 20360601 360 359
GA 8.1085 20360701 360 360
GA 8.2335 20360701 360 360
GA 7.3585 20360501 360 358
GA 7.7335 20360601 360 359
GA 7.6085 20360601 360 359
GA 7.6085 20360501 360 358
GA 7.3585 20360601 360 359
CA 7.3585 20360601 360 359
PA 8.1085 20360601 360 359
NJ 7.2335 20360601 360 359
PA 6.8585 20360501 360 358
PA 7.6085 20360701 360 360
PA 6.6085 20360601 360 359
PA 6.7335 20360601 360 359
NY 6.6085 20360601 360 359
PA 7.6085 20360701 360 360
PA 8.1085 20360501 360 358
PA 7.8585 20360601 360 359
PA 6.7335 20360601 360 359
PA 8.8585 20360601 360 359
NY 6.6085 20360601 360 359
FL 6.7335 20360601 360 359
NY 6.9835 20360601 360 359
NY 6.6085 20360601 360 359
NJ 6.8585 20360701 360 360
NY 6.8585 20360601 360 359
NY 7.7335 20360701 360 360
AZ 6.1085 20360601 360 359
AZ 7.1085 20360601 360 359
NJ 6.7335 20360501 360 358
NJ 6.1085 20360301 360 356
AR 7.6085 20360601 360 359
TX 6.8585 20360701 360 360
TX 7.4835 20360601 360 359
TX 7.1085 20360601 360 359
TX 7.8585 20360601 360 359
IL 7.6085 20360401 360 357
GA 7.4835 20360501 360 358
FL 7.9835 20360501 360 358
FL 8.1085 20360501 360 358
GA 7.1085 20360501 360 358
FL 6.3585 20351001 360 351
SC 8.1085 20360601 360 359
CO 6.6085 20360501 360 358
GA 7.1085 20360601 360 359
FL 7.4835 20351201 360 353
IN 7.1085 20360601 360 359
MO 7.3585 20360601 360 359
AZ 7.8585 20360601 360 359
FL 7.3585 20360501 360 358
NJ 8.8585 20360601 360 359
NY 6.7335 20360601 360 359
CA 7.4835 20360601 360 359
CA 6.2335 20360401 360 357
VA 7.3585 20360601 360 359
AZ 6.9835 20360601 360 359
TX 6.8585 20360101 360 354
CA 6.9835 20360601 360 359
TX 9.7335 20360601 360 359
TX 9.1085 20360601 360 359
AZ 6.7335 20360601 360 359
GA 7.3585 20360601 360 359
TX 9.3585 20360601 360 359
WA 7.6085 20360601 360 359
TX 7.3585 20360601 360 359
NC 7.1085 20360601 360 359
IN 6.4835 20360601 360 359
NC 6.7335 20360501 360 358
CO 8.3585 20360601 360 359
AZ 7.1085 20360701 360 360
CO 8.6085 20360501 360 358
TX 7.6085 20360501 360 358
CA 6.9835 20360701 360 360
MN 7.1085 20360601 360 359
MN 6.3585 20360601 360 359
TX 7.6085 20360501 360 358
GA 7.9835 20360701 360 360
GA 7.3585 20360601 360 359
TX 7.1085 20360601 360 359
GA 6.9835 20360601 360 359
TX 7.9835 20360601 360 359
CA 7.2335 20360701 360 360
GA 6.7335 20360601 360 359
IL 7.4835 20360701 360 360
IL 8.1085 20360701 360 360
NJ 7.6085 20360601 360 359
TX 7.6085 20360601 360 359
TX 7.4835 20360601 360 359
TX 7.9835 20360601 360 359
TX 7.4835 20360601 360 359
TX 7.8585 20360601 360 359
TX 7.6085 20360601 360 359
GA 8.1085 20360601 360 359
TX 7.1085 20360601 360 359
TX 7.6085 20360601 360 359
GA 7.6085 20360601 360 359
NC 7.4835 20360601 360 359
TX 7.9835 20360601 360 359
TX 7.7335 20360601 360 359
TX 8.7335 20360701 360 360
UT 7.1085 20360601 360 359
CA 6.2335 20360501 360 358
PA 7.2335 20360501 360 358
PA 7.1085 20360601 360 359
MD 7.2335 20360601 360 359
MI 6.6085 20360601 360 359
KY 7.4835 20360301 360 356
OH 6.6085 20360601 360 359
NV 7.2335 20360501 360 358
WA 7.4835 20360601 360 359
FL 6.7335 20360601 360 359
MD 7.3585 20360501 360 358
GA 7.2335 20360501 360 358
OR 7.4835 20360601 360 359
TX 7.3585 20360601 360 359
CA 6.6085 20360501 360 358
TX 7.3585 20360601 360 359
AZ 7.9835 20360601 360 359
TX 6.7335 20360501 360 358
AZ 7.2335 20360601 360 359
MD 6.2335 20360501 360 358
CA 6.6085 20360401 360 357
CA 6.6085 20360501 360 358
AZ 7.2335 20360601 360 359
CA 6.4835 20360501 360 358
AZ 7.1085 20360601 360 359
FL 7.2335 20360601 360 359
FL 7.9835 20360601 360 359
CA 6.6085 20360601 360 359
AZ 6.7335 20360601 360 359
CA 7.2335 20360601 360 359
TX 7.6085 20360601 360 359
ID 7.4835 20360701 360 360
CA 6.6085 20360601 360 359
TX 6.7335 20360601 360 359
FL 7.2335 20360701 360 360
PA 7.2335 20360501 360 358
CA 6.9835 20360501 360 358
KY 6.9835 20360501 360 358
TX 8.1085 20360601 360 359
TX 7.2335 20360501 360 358
FL 7.6085 20360601 360 359
AR 7.9835 20360601 360 359
AR 7.6085 20360601 360 359
OR 7.1085 20360601 360 359
MD 7.9835 20360601 360 359
ID 6.9835 20360601 360 359
CA 7.2335 20360701 360 360
CA 6.6085 20360601 360 359
ID 7.2335 20360701 360 360
VA 6.8585 20360701 360 360
NJ 6.9835 20360501 360 358
CA 6.9835 20360601 360 359
VA 7.1085 20360601 360 359
OR 7.3585 20360601 360 359
OR 6.6085 20360501 360 358
OR 7.2335 20360701 360 360
ID 7.7335 20360701 360 360
TX 7.6085 20360601 360 359
PA 7.9835 20360601 360 359
CA 6.9835 20360501 360 358
CA 7.2335 20360601 360 359
KY 7.6085 20360601 360 359
FL 7.6085 20360501 360 358
MD 6.6085 20360601 360 359
OH 7.6085 20360501 360 358
IN 7.2335 20360601 360 359
OH 6.9835 20360601 360 359
KY 7.2335 20360601 360 359
IN 7.7335 20360701 360 360
KY 7.8585 20360601 360 359
OH 7.7335 20360601 360 359
IN 8.4835 20360601 360 359
OH 7.6085 20360501 360 358
OH 7.6085 20360601 360 359
KY 7.3585 20360701 360 360
IN 7.2335 20360501 360 358
OH 7.9835 20360701 360 360
TN 7.2335 20360701 360 360
OH 8.4835 20360601 360 359
KY 7.3585 20360601 360 359
IN 7.9835 20360601 360 359
KY 7.2335 20360701 360 360
HI 6.3585 20360601 360 359
HI 6.3585 20360601 360 359
CO 7.6085 20360501 360 358
FL 7.6085 20360601 360 359
CO 7.3585 20360601 360 359
CO 7.1085 20360501 360 358
CO 6.8585 20360601 360 359
CO 7.4835 20360601 360 359
IL 7.8585 20360501 360 358
WY 6.6085 20360601 360 359
FL 7.6085 20360701 360 360
DC 6.6085 20360501 360 358
VA 7.9835 20360601 360 359
NJ 6.6085 20360701 360 360
ME 6.9835 20360701 360 360
VA 7.6085 20360701 360 360
VA 6.6085 20360601 360 359
DE 7.1085 20360501 360 358
ID 6.6085 20360701 360 360
TX 6.6085 20360601 360 359
SC 7.4835 20360601 360 359
GA 7.6085 20360501 360 358
SC 7.3585 20360701 360 360
SC 7.4835 20360601 360 359
NC 7.8585 20360501 360 358
MN 6.9835 20360401 360 357
AZ 7.6085 20360301 360 356
TX 7.8585 20360601 360 359
TX 7.7335 20360601 360 359
TX 7.2335 20360601 360 359
TX 7.8585 20360601 360 359
AZ 7.2335 20360601 360 359
FL 7.7335 20360401 360 357
AZ 7.2335 20360601 360 359
TX 7.2335 20360601 360 359
KS 7.3585 20360601 360 359
AZ 7.2335 20360601 360 359
MO 7.8585 20360601 360 359
TX 7.8585 20360701 360 360
AZ 6.6085 20360701 360 360
TX 7.6085 20360601 360 359
CO 7.2335 20360601 360 359
AZ 7.4835 20360601 360 359
TX 7.1085 20360701 360 360
MO 8.2335 20360601 360 359
TX 6.8585 20360601 360 359
MO 7.6085 20360501 360 358
TX 7.7335 20360701 360 360
TX 7.6085 20360501 360 358
TX 7.7335 20360601 360 359
TX 7.8585 20360601 360 359
TX 7.6085 20360501 360 358
TX 7.4835 20360501 360 358
TX 7.7335 20360501 360 358
TX 7.6085 20360601 360 359
NC 7.9835 20360601 360 359
TX 7.7335 20360701 360 360
TX 8.7335 20360501 360 358
TX 7.1085 20360601 360 359
TN 7.6085 20360501 360 358
TX 8.1085 20360601 360 359
TX 7.7335 20360601 360 359
TX 7.7335 20360601 360 359
TX 7.9835 20360601 360 359
FL 7.4835 20360601 360 359
NC 6.7335 20360501 360 358
FL 7.6085 20360601 360 359
CA 6.8585 20360601 360 359
CA 6.6085 20360501 360 358
FL 6.6085 20360501 360 358
NM 7.2335 20360501 360 358
CO 6.4835 20360401 360 357
VA 7.4835 20360601 360 359
OH 6.6085 20360601 360 359
FL 9.3585 20360601 360 359
FL 7.6085 20360701 360 360
FL 7.3585 20360601 360 359
OH 6.4835 20360601 360 359
FL 6.1085 20360701 360 360
OH 8.3585 20360601 360 359
FL 8.2335 20360601 360 359
NY 6.4835 20360101 360 354
NY 5.6085 20351201 360 353
TN 7.9835 20360601 360 359
RI 7.2335 20360601 360 359
NY 7.6085 20360601 360 359
NJ 7.4835 20360601 360 359
PA 8.8585 20360601 360 359
CT 7.3585 20360501 360 358
RI 7.1085 20360601 360 359
NJ 7.6085 20360701 360 360
OK 7.9835 20360601 360 359
TX 7.3585 20360601 360 359
TX 6.2335 20360601 360 359
OK 6.9835 20360601 360 359
OK 8.7335 20360601 360 359
TX 7.2335 20360601 360 359
OK 7.2335 20360501 360 358
TX 7.1085 20360601 360 359
TX 6.9835 20360701 360 360
TX 6.7335 20360601 360 359
MD 6.7335 20360501 360 358
VA 7.2335 20360601 360 359
MD 7.2335 20360501 360 358
NC 7.4835 20360601 360 359
DC 6.6085 20360501 360 358
NC 7.2335 20360501 360 358
MD 7.1085 20360601 360 359
MD 6.7335 20360601 360 359
NC 7.2335 20360601 360 359
MD 7.3585 20360601 360 359
ME 6.2335 20360601 360 359
MA 6.6085 20360401 360 357
RI 6.6085 20360501 360 358
MD 6.7335 20360601 360 359
CA 6.8585 20360701 360 360
CT 7.3585 20360601 360 359
CA 7.6085 20360701 360 360
CA 7.3585 20360501 360 358
SC 7.1085 20360701 360 360
AL 7.3585 20360501 360 358
VA 6.3585 20360401 360 357
FL 6.6085 20360601 360 359
MD 7.1085 20360601 360 359
NJ 6.9835 20360601 360 359
GA 7.2335 20360601 360 359
NC 7.4835 20360601 360 359
NC 7.3585 20360501 360 358
FL 7.6085 20360501 360 358
MD 7.4835 20360701 360 360
WA 7.7335 20360701 360 360
WA 8.4835 20360301 360 356
KS 7.6085 20360601 360 359
IN 7.6085 20360501 360 358
WA 7.7335 20360701 360 360
TX 7.9835 20360501 360 358
IL 7.4835 20360401 360 357
CA 8.3585 20360401 360 357
IL 7.9835 20360401 360 357
NY 7.3585 20360501 360 358
PA 8.7335 20360501 360 358
CA 7.4835 20360301 360 356
MI 8.8585 20360401 360 357
CO 7.3585 20360501 360 358
TX 9.2335 20360601 360 359
FL 6.6085 20360301 360 356
TX 7.3585 20360201 360 355
TX 7.2335 20360101 360 354
NM 7.9835 20360601 360 359
FL 6.8585 20360601 360 359
PA 7.6085 20360501 360 358
NV 7.9835 20360601 360 359
AZ 6.3585 20360701 360 360
CA 6.9835 20360501 360 358
CA 7.3585 20360601 360 359
AZ 6.8585 20360601 360 359
MD 7.6085 20360601 360 359
CA 7.4835 20360501 360 358
AZ 6.3585 20360701 360 360
AZ 7.4835 20360701 360 360
AZ 7.2335 20360501 360 358
NY 7.6085 20360701 360 360
NY 7.2335 20360601 360 359
NY 7.6085 20360601 360 359
NJ 7.2335 20360601 360 359
PA 7.9835 20360601 360 359
PA 6.9835 20360701 360 360
FL 7.6085 20360501 360 358
FL 8.4835 20360401 360 357
TX 8.6085 20360401 360 357
CA 6.9835 20360601 360 359
CA 6.6085 20360601 360 359
NY 6.4835 20360501 360 358
NY 6.4835 20360401 360 357
NY 6.8585 20360601 360 359
UT 7.7335 20360501 360 358
OR 6.6085 20360601 360 359
ID 8.4835 20360601 360 359
WA 6.9835 20360601 360 359
CA 7.1085 20360501 360 358
FL 7.2335 20360301 360 356
WA 7.3585 20360701 360 360
OH 7.6085 20360601 360 359
MD 7.2335 20360701 360 360
MD 8.2335 20360601 360 359
VA 6.9835 20360701 360 360
MD 8.2335 20360601 360 359
MD 8.2335 20360601 360 359
CO 7.3585 20360701 360 360
MD 8.2335 20360601 360 359
CA 7.2335 20360601 360 359
IA 8.3585 20360601 360 359
SC 7.7335 20360601 360 359
MD 8.8585 20360601 360 359
FL 7.8585 20360701 360 360
FL 6.6085 20360501 360 358
FL 7.3585 20360701 360 360
FL 7.4835 20360601 360 359
FL 6.6085 20360601 360 359
CA 7.2335 20360701 360 360
CA 6.7335 20360601 360 359
WA 7.3585 20360601 360 359
GA 8.7335 20360601 360 359
SC 8.7335 20360501 360 358
SC 8.8585 20360701 360 360
GA 7.7335 20360601 360 359
FL 7.4835 20360501 360 358
GA 7.4835 20360701 360 360
GA 7.3585 20360601 360 359
SC 6.9835 20360501 360 358
NV 6.2335 20360601 360 359
CO 6.4835 20360701 360 360
NV 7.1085 20360601 360 359
UT 6.3585 20360601 360 359
GA 6.9835 20360501 360 358
GA 7.2335 20360501 360 358
GA 8.1085 20360601 360 359
GA 7.3585 20360501 360 358
GA 6.1085 20360601 360 359
GA 6.8585 20360501 360 358
FL 7.6085 20360701 360 360
GA 7.6085 20360601 360 359
NC 6.4835 20360601 360 359
GA 6.4835 20360601 360 359
GA 6.4835 20360701 360 360
GA 6.3585 20360601 360 359
GA 6.1085 20360501 360 358
GA 6.2335 20360501 360 358
GA 7.3585 20260601 240 239
GA 6.1085 20360701 360 360
NC 7.2335 20360701 360 360
FL 7.2335 20360601 360 359
GA 7.3585 20360701 360 360
GA 7.4835 20360601 360 359
GA 5.9835 20360701 360 360
GA 7.2335 20360601 360 359
NC 7.3585 20360601 360 359
GA 6.2335 20360601 360 359
GA 6.1085 20360601 360 359
NC 6.9835 20360501 360 358
GA 6.8585 20360601 360 359
GA 7.3585 20360601 360 359
NC 7.3585 20360601 360 359
GA 7.1085 20360601 360 359
GA 6.2335 20360701 360 360
GA 6.6085 20360601 360 359
NC 8.2335 20360601 360 359
FL 7.4835 20360701 360 360
FL 7.3585 20360601 360 359
NC 7.3585 20360601 360 359
GA 6.4835 20360601 360 359
GA 7.1085 20360601 360 359
GA 6.2335 20360701 360 360
FL 6.4835 20360601 360 359
FL 7.2335 20360701 360 360
NJ 6.6085 20360701 360 360
NY 7.1085 20360701 360 360
FL 6.9835 20360701 360 360
CA 6.4835 20360601 360 359
NJ 6.7335 20360601 360 359
FL 7.3585 20360701 360 360
MO 7.4835 20360701 360 360
VA 6.9835 20360601 360 359
VA 6.9835 20360601 360 359
OH 6.2335 20350701 360 348
IN 6.4835 20360501 360 358
IN 6.4835 20360601 360 359
OH 7.2335 20351101 360 352
OH 6.7335 20351101 360 352
IN 6.4835 20360601 360 359
OH 5.7235 20351001 360 351
IN 6.4835 20360501 360 358
MI 6.3585 20351001 360 351
IN 6.4835 20360501 360 358
IN 6.4835 20360601 360 359
IN 6.7335 20360601 360 359
IN 6.4835 20360601 360 359
OH 5.6085 20360401 360 357
UT 7.2335 20360601 360 359
UT 7.4835 20360601 360 359
MN 7.6085 20360601 360 359
MN 7.4835 20360601 360 359
TX 7.6085 20360601 360 359
TX 7.4835 20360601 360 359
CA 6.2335 20360401 360 357
TX 7.4835 20360701 360 360
TX 7.4835 20360701 360 360
TX 6.2335 20360701 360 360
TN 7.2335 20360601 360 359
TX 7.6085 20360601 360 359
TX 7.2335 20360701 360 360
TX 7.6085 20360701 360 360
TX 8.2335 20360701 360 360
CA 6.1085 20360401 360 357
TX 7.2335 20360601 360 359
TX 8.2335 20360701 360 360
TX 7.8585 20360601 360 359
TX 7.6085 20360601 360 359
GA 7.3585 20360701 360 360
GA 7.7335 20360701 360 360
AZ 7.1085 20360601 360 359
AZ 7.9835 20360701 360 360
OR 7.1085 20360501 360 358
GA 6.6085 20360701 360 360
GA 6.8585 20360601 360 359
AZ 6.7335 20360501 360 358
AZ 7.4835 20360601 360 359
WI 7.1085 20360601 360 359
TX 7.6085 20360701 360 360
TX 7.2335 20360701 360 360
TX 7.8585 20360701 360 360
TX 7.4835 20360501 360 358
ID 6.9835 20360701 360 360
GA 7.7335 20360701 360 360
GA 7.2335 20360701 360 360
WA 7.1085 20360701 360 360
TX 7.6085 20360601 360 359
WA 6.7335 20360701 360 360
CO 7.3585 20360601 360 359
IN 8.2335 20360601 360 359
GA 7.3585 20360601 360 359
MN 7.2335 20360701 360 360
MN 7.4835 20360601 360 359
TX 7.8585 20360601 360 359
FL 6.7335 20360701 360 360
TX 8.6085 20360701 360 360
TX 6.9835 20360601 360 359
TX 7.8585 20360601 360 359
TX 7.8585 20360601 360 359
TX 8.3585 20360601 360 359
TX 7.3585 20360701 360 360
TX 7.8585 20360601 360 359
NC 6.9835 20360501 360 358
TX 7.6085 20360601 360 359
NM 7.3585 20360501 360 358
NC 8.3585 20360601 360 359
TX 7.1085 20360601 360 359
TX 6.6085 20360601 360 359
TX 8.2335 20360601 360 359
TX 8.8585 20360601 360 359
VA 7.2335 20360601 360 359
FL 6.6085 20360601 360 359
CO 6.9835 20360601 360 359
CO 7.3585 20360601 360 359
CO 7.2335 20360601 360 359
CA 7.1085 20360501 360 358
MA 8.3585 20360501 360 358
VA 6.9835 20360501 360 358
FL 7.3585 20360601 360 359
GA 6.6085 20360401 360 357
TX 7.4835 20360401 360 357
TX 8.4835 20360601 360 359
TX 8.6085 20360601 360 359
LA 7.6085 20360501 360 358
UT 7.1085 20360701 360 360
TX 8.4835 20360501 360 358
TX 7.7335 20360601 360 359
IL 7.2335 20360701 360 360
TX 8.3585 20360601 360 359
TX 8.4835 20360601 360 359
TX 8.6085 20360601 360 359
CO 7.2335 20360401 360 357
SC 8.4835 20360501 360 358
IL 8.6085 20360401 360 357
MD 7.2335 20360601 360 359
GA 7.4835 20360601 360 359
MD 6.9835 20360701 360 360
AL 7.1085 20360601 360 359
FL 6.6085 20360601 360 359
AL 7.6085 20360701 360 360
GA 7.2335 20360601 360 359
FL 7.7335 20360601 360 359
MS 7.4835 20360701 360 360
MD 6.7335 20360501 360 358
AL 7.1085 20360701 360 360
NC 7.7335 20360701 360 360
GA 7.8585 20360701 360 360
NC 7.7335 20360601 360 359
WI 7.4835 20360701 360 360
MI 7.4835 20360701 360 360
MA 6.7335 20360601 360 359
FL 7.8585 20360601 360 359
CA 8.2335 20360601 360 359
NV 8.1085 20360601 360 359
CA 7.6085 20360401 360 357
TX 8.4835 20360501 360 358
NV 7.2335 20360601 360 359
NV 7.1085 20360601 360 359
NV 7.6085 20360601 360 359
CO 6.6085 20360701 360 360
CT 7.9835 20360401 360 357
MA 6.6085 20360601 360 359
NJ 6.9835 20360701 360 360
CA 7.8585 20360601 360 359
CA 8.4835 20360601 360 359
CA 7.2335 20360501 360 358
OH 8.4835 20360501 360 358
TX 7.6085 20360601 360 359
HI 6.7335 20360601 360 359
AZ 5.6085 20360301 360 356
IL 10.2335 20360501 360 358
OH 6.3585 20360501 360 358
AZ 9.3585 20360601 360 359
FL 9.2335 20360501 360 358
LA 8.2335 20360601 360 359
OH 7.6085 20360401 360 357
CA 6.9835 20360401 360 357
FL 6.1085 20360301 360 356
AZ 8.3585 20360601 360 359
WI 6.4835 20360401 360 357
NV 7.2335 20360601 360 359
WA 9.3585 20360601 360 359
TX 7.7335 20360701 360 360
OH 7.2335 20360501 360 358
NC 8.2335 20360601 360 359
LA 6.3585 20360301 360 356
TX 7.2335 20360501 360 358
TX 6.8585 20360601 360 359
AL 7.7335 20360501 360 358
NC 7.2335 20360601 360 359
TX 6.8585 20360601 360 359
AL 7.3585 20360601 360 359
NC 7.2335 20360601 360 359
AL 6.7335 20360601 360 359
TX 7.2335 20360601 360 359
AL 6.7335 20360601 360 359
TX 7.2335 20360601 360 359
TX 6.8585 20360601 360 359
TX 6.9835 20360601 360 359
OH 6.3585 20360601 360 359
MD 6.6085 20360701 360 360
VA 7.3585 20360601 360 359
OH 6.6085 20360701 360 360
OH 6.8585 20360701 360 360
OH 6.4835 20360501 360 358
VA 7.4835 20360701 360 360
VA 7.3585 20360701 360 360
NJ 7.7335 20360601 360 359
PA 7.4835 20360601 360 359
MD 7.3585 20360601 360 359
NJ 7.8585 20360601 360 359
MD 7.4835 20360601 360 359
MD 7.4835 20360601 360 359
OH 7.2335 20360601 360 359
FL 7.1085 20360301 360 356
GA 7.3585 20360701 360 360
CA 6.9835 20360601 360 359
CA 7.2335 20360601 360 359
MA 7.2335 20360701 360 360
FL 6.7335 20360701 360 360
AZ 7.2335 20360701 360 360
AZ 7.3585 20360601 360 359
GA 7.3585 20360601 360 359
GA 7.6085 20360601 360 359
GA 7.2335 20360601 360 359
GA 7.2335 20360601 360 359
GA 6.6085 20360501 360 358
GA 6.2335 20360501 360 358
GA 7.1085 20360501 360 358
NC 6.9835 20360501 360 358
GA 7.4835 20360601 360 359
GA 6.4835 20360501 360 358
GA 7.8585 20360401 360 357
GA 6.6085 20360601 360 359
GA 8.2335 20360601 360 359
GA 7.8585 20360401 360 357
GA 7.7335 20360601 360 359
SC 6.9835 20360501 360 358
GA 6.3585 20360601 360 359
GA 8.4835 20360501 360 358
GA 7.1085 20360501 360 358
GA 6.9835 20360501 360 358
GA 7.6085 20360501 360 358
GA 8.2335 20360601 360 359
GA 7.2335 20360501 360 358
GA 6.8585 20360501 360 358
GA 6.6085 20360601 360 359
GA 8.1085 20360601 360 359
GA 6.3585 20360501 360 358
GA 6.9835 20360401 360 357
GA 7.1085 20360601 360 359
GA 7.1085 20360601 360 359
GA 6.7335 20360501 360 358
GA 6.9835 20360501 360 358
GA 7.8585 20360401 360 357
GA 7.1085 20360501 360 358
GA 7.1085 20360501 360 358
GA 6.4835 20360601 360 359
GA 6.7335 20360601 360 359
GA 7.1085 20360601 360 359
GA 6.7335 20360701 360 360
GA 6.8585 20360601 360 359
GA 7.2335 20360601 360 359
GA 6.7335 20360501 360 358
GA 6.6085 20360701 360 360
GA 7.4835 20360501 360 358
GA 7.4835 20360401 360 357
GA 6.4835 20360601 360 359
FL 7.3585 20360601 360 359
GA 8.6085 20360601 360 359
WY 7.1085 20360601 360 359
CO 7.4835 20360701 360 360
CO 6.9835 20360601 360 359
AR 6.4835 20360301 360 356
CA 6.4835 20360601 360 359
CA 6.4835 20360601 360 359
CA 6.6085 20360601 360 359
CA 6.4835 20360301 360 356
FL 6.3585 20360601 360 359
CA 6.1085 20360301 360 356
FL 7.4835 20360601 360 359
TX 7.6085 20360601 360 359
CO 7.7335 20360601 360 359
NY 7.4835 20360401 360 357
TX 7.2335 20360601 360 359
IN 7.1085 20360701 360 360
TX 6.4835 20360601 360 359
TX 6.4835 20360601 360 359
IN 7.3585 20360501 360 358
TX 7.8585 20360501 360 358
IA 8.7335 20360501 360 358
TX 6.4835 20360601 360 359
MS 6.6085 20360601 360 359
TX 7.4835 20360701 360 360
IN 7.1085 20360701 360 360
GA 7.1085 20360701 360 360
GA 7.6085 20360701 360 360
FL 7.8585 20360601 360 359
GA 7.4835 20360501 360 358
GA 7.7335 20360601 360 359
GA 7.3585 20360601 360 359
GA 7.9835 20360501 360 358
AL 9.2335 20360601 360 359
GA 7.3585 20360601 360 359
GA 6.6085 20360701 360 360
SC 7.2335 20360501 360 358
TN 6.8585 20360601 360 359
GA 7.2335 20360601 360 359
GA 6.9835 20360601 360 359
GA 7.4835 20360601 360 359
GA 6.6085 20360501 360 358
AL 6.6085 20360701 360 360
FL 7.8585 20360601 360 359
GA 6.6085 20360701 360 360
SC 7.6085 20360601 360 359
GA 8.1085 20360501 360 358
GA 7.9835 20360601 360 359
TN 6.9835 20360701 360 360
NC 7.7335 20360601 360 359
GA 7.4835 20360501 360 358
GA 7.8585 20360701 360 360
GA 7.3585 20360601 360 359
GA 7.3585 20360601 360 359
NC 6.9835 20360601 360 359
MI 7.8585 20360501 360 358
TX 7.7335 20360701 360 360
KS 7.7335 20360401 360 357
OR 7.3585 20360601 360 359
MO 6.8585 20360501 360 358
FL 7.3585 20360501 360 358
TX 7.6085 20360701 360 360
TX 7.6085 20360601 360 359
TX 7.7335 20360701 360 360
TX 7.2335 20360501 360 358
IL 5.8585 20360301 360 356
TX 6.9835 20360501 360 358
UT 7.3585 20360701 360 360
WA 7.1085 20360601 360 359
MS 7.6085 20360701 360 360
TN 7.4835 20360601 360 359
TX 6.8585 20360501 360 358
TX 7.4835 20360601 360 359
TX 8.2335 20360601 360 359
TX 7.3585 20360601 360 359
TX 7.6085 20360701 360 360
MO 6.4835 20360601 360 359
TX 7.3585 20360601 360 359
TX 7.3585 20360601 360 359
TX 7.4835 20360601 360 359
CA 7.4835 20360601 360 359
CA 7.2335 20360401 360 357
IL 7.3585 20360701 360 360
IL 7.1085 20360701 360 360
FL 7.4835 20360701 360 360
NV 6.9835 20360701 360 360
AZ 6.7335 20360601 360 359
NV 7.6085 20360701 360 360
NV 7.3585 20360701 360 360
FL 7.2335 20360601 360 359
NC 6.4835 20360701 360 360
IL 7.4835 20360701 360 360
TX 7.3585 20360501 360 358
CO 7.1085 20360601 360 359
FL 7.9835 20360701 360 360
AZ 6.8585 20360201 360 355
NV 7.9835 20360601 360 359
FL 7.4835 20360701 360 360
AZ 7.4835 20360701 360 360
TX 6.4835 20360601 360 359
FL 8.4835 20360501 360 358
IL 7.4835 20360701 360 360
MI 7.4835 20360601 360 359
VA 7.7335 20360601 360 359
IL 7.7335 20360701 360 360
FL 6.9835 20360601 360 359
CA 6.9835 20360701 360 360
FL 8.1085 20360701 360 360
NV 7.1085 20360601 360 359
FL 7.6085 20360701 360 360
NM 6.8585 20360601 360 359
PA 6.7335 20360701 360 360
UT 6.9835 20360601 360 359
CO 8.2335 20360601 360 359
CO 7.2335 20360601 360 359
UT 8.8585 20360601 360 359
CO 7.8585 20360601 360 359
UT 7.4835 20360601 360 359
CO 7.4835 20360701 360 360
UT 7.7335 20360701 360 360
TX 6.8585 20360701 360 360
UT 7.2335 20360601 360 359
UT 7.1085 20360601 360 359
CO 7.3585 20360601 360 359
UT 7.2335 20360601 360 359
CO 6.7335 20360601 360 359
CO 8.8585 20360701 360 360
UT 7.1085 20360701 360 360
UT 8.8585 20360701 360 360
NV 6.9835 20360601 360 359
NV 7.4835 20360701 360 360
NV 7.2335 20360701 360 360
NV 7.4835 20360601 360 359
NV 5.4835 20360701 360 360
NV 7.6085 20360601 360 359
MA 7.2335 20360701 360 360
IL 6.8585 20360601 360 359
CA 6.7335 20360601 360 359
MA 7.3585 20360601 360 359
CA 6.7335 20360401 360 357
CO 7.2335 20360701 360 360
MI 6.8585 20360501 360 358
MA 7.3585 20360601 360 359
MA 7.2335 20360701 360 360
VA 6.6085 20360601 360 359
CA 7.2335 20360701 360 360
ME 7.2335 20360601 360 359
ME 7.9835 20360601 360 359
NH 8.2335 20360601 360 359
AZ 7.3585 20360501 360 358
MO 7.2335 20360601 360 359
OK 7.3585 20360601 360 359
OH 7.6085 20360501 360 358
OK 8.3585 20360601 360 359
OK 8.3585 20360601 360 359
OH 7.3585 20360601 360 359
OK 8.3585 20360501 360 358
AZ 7.4835 20360601 360 359
AZ 6.7335 20360601 360 359
FL 6.6085 20360601 360 359
OK 7.1085 20360601 360 359
TX 8.2335 20360601 360 359
OK 8.4835 20360501 360 358
OK 8.3585 20360501 360 358
MI 8.1085 20360601 360 359
TX 7.3585 20360601 360 359
TX 8.3585 20360501 360 358
TX 7.3585 20360601 360 359
TX 7.3585 20360501 360 358
TX 7.1085 20360501 360 358
TX 8.3585 20360501 360 358
AR 8.6085 20360601 360 359
TX 7.3585 20360501 360 358
TX 8.1085 20360501 360 358
FL 7.2335 20360501 360 358
TX 7.2335 20360501 360 358
TX 7.1085 20360601 360 359
UT 6.7335 20360401 360 357
TX 7.9835 20360601 360 359
FL 6.9835 20360601 360 359
UT 7.7335 20360701 360 360
FL 7.9835 20360701 360 360
TX 7.6085 20360501 360 358
FL 7.4835 20360601 360 359
TX 7.6085 20360601 360 359
FL 6.6085 20360601 360 359
UT 7.7335 20360601 360 359
TX 7.6085 20360601 360 359
FL 7.3585 20360601 360 359
FL 7.4835 20360701 360 360
UT 7.6085 20360501 360 358
CO 6.9835 20360701 360 360
TX 7.6085 20360701 360 360
ID 7.2335 20360601 360 359
CO 7.6085 20360701 360 360
UT 7.6085 20360601 360 359
FL 7.8585 20360601 360 359
UT 6.3585 20360501 360 358
TX 7.7335 20360601 360 359
UT 8.1085 20360601 360 359
TX 7.4835 20360601 360 359
CA 7.6085 20360601 360 359
TX 7.7335 20360501 360 358
OR 6.8585 20360701 360 360
UT 7.1085 20360701 360 360
FL 8.3585 20360601 360 359
FL 7.7335 20360501 360 358
FL 7.4835 20360501 360 358
TX 7.4835 20360501 360 358
CO 6.8585 20360701 360 360
CO 7.2335 20360601 360 359
TX 7.7335 20360601 360 359
CO 7.8585 20360501 360 358
FL 7.2335 20360601 360 359
CA 7.6085 20360601 360 359
TX 7.7335 20360601 360 359
FL 7.1085 20360601 360 359
UT 7.2335 20360601 360 359
TX 7.2335 20360601 360 359
UT 7.4835 20360601 360 359
WA 7.2335 20360601 360 359
UT 7.4835 20360701 360 360
TX 6.7335 20360401 360 357
CA 7.2335 20360601 360 359
FL 7.7335 20360601 360 359
TX 6.8585 20360601 360 359
CO 7.4835 20360601 360 359
TX 7.4835 20360601 360 359
CA 6.7335 20360501 360 358
FL 7.3585 20360701 360 360
CA 7.6085 20360701 360 360
NC 7.1085 20360601 360 359
TX 7.6085 20360701 360 360
MI 7.7335 20360601 360 359
IL 8.6085 20360401 360 357
MI 6.6085 20360201 360 355
OH 7.6085 20360601 360 359
MI 6.6085 20360101 360 354
NV 6.2335 20360401 360 357
OH 6.6085 20360601 360 359
CA 6.9835 20360601 360 359
CA 8.4835 20360501 360 358
VA 7.2335 20360501 360 358
MD 7.4835 20360601 360 359
MD 7.4835 20360601 360 359
VA 7.8585 20360701 360 360
VA 7.2335 20360501 360 358
GA 7.1085 20360701 360 360
VA 7.2335 20360601 360 359
CT 7.8585 20360201 360 355
GA 6.8585 20360401 360 357
ME 8.4835 20360701 360 360
GA 6.3585 20360301 360 356
GA 7.7335 20360601 360 359
MI 6.6085 20360601 360 359
NV 6.7335 20360601 360 359
NV 6.6085 20360601 360 359
NV 7.2335 20360601 360 359
ID 6.9835 20360601 360 359
AZ 7.6085 20360601 360 359
MI 7.8585 20360601 360 359
MI 7.8585 20360701 360 360
TX 7.3585 20360701 360 360
TX 7.3585 20360701 360 360
NE 8.8585 20360701 360 360
CA 7.4835 20360701 360 360
AZ 6.9835 20360601 360 359
AZ 7.4835 20360601 360 359
AZ 6.9835 20360601 360 359
AZ 7.3585 20360701 360 360
AZ 7.1085 20360101 360 354
AZ 6.9835 20360601 360 359
AZ 7.1085 20360601 360 359
IL 6.7335 20360501 360 358
NC 6.8585 20360701 360 360
TN 5.9835 20360501 360 358
TX 7.9835 20360601 360 359
TX 7.4835 20360601 360 359
TX 8.7335 20360601 360 359
TX 6.4835 20360601 360 359
TX 6.7335 20360301 360 356
OH 8.7335 20360601 360 359
SC 8.6085 20360601 360 359
GA 7.6085 20360601 360 359
GA 7.6085 20360601 360 359
GA 7.6085 20360701 360 360
GA 7.1085 20360701 360 360
MI 7.9835 20360501 360 358
MI 7.1085 20360601 360 359
MI 6.6085 20360401 360 357
GA 7.1085 20360601 360 359
MI 7.4835 20360601 360 359
MI 8.2335 20360601 360 359
MN 7.3585 20360601 360 359
CA 6.9835 20360601 360 359
WA 7.4835 20360601 360 359
CA 7.3585 20360301 360 356
PA 7.2335 20360601 360 359
DE 7.7335 20360601 360 359
PA 7.2335 20360601 360 359
NJ 7.1085 20360601 360 359
PA 6.8585 20360701 360 360
PA 7.4835 20360401 360 357
NJ 7.9835 20360601 360 359
NJ 7.2335 20360601 360 359
NJ 7.2335 20360601 360 359
PA 7.3585 20360501 360 358
NJ 7.6085 20360501 360 358
PA 7.6085 20360601 360 359
PA 6.8585 20360701 360 360
NJ 6.9835 20360601 360 359
NJ 7.9835 20360601 360 359
PA 7.2335 20360601 360 359
PA 7.9835 20360701 360 360
DE 7.3585 20360601 360 359
NJ 7.2335 20360601 360 359
DE 7.2335 20360601 360 359
PA 7.4835 20360601 360 359
IN 7.1085 20360601 360 359
FL 8.2335 20360601 360 359
CO 8.1085 20360601 360 359
WI 7.8585 20360601 360 359
WI 7.8585 20360601 360 359
WI 7.6085 20360601 360 359
MN 8.7335 20360501 360 358
WI 7.4835 20360601 360 359
MN 8.1085 20360701 360 360
IA 7.3585 20360701 360 360
VA 7.8585 20360701 360 360
MD 7.6085 20360701 360 360
GA 7.7335 20360701 360 360
IL 7.9835 20360701 360 360
VA 7.2335 20360601 360 359
FL 7.1085 20360701 360 360
VA 7.4835 20360701 360 360
NJ 6.7335 20360601 360 359
NJ 6.7335 20360601 360 359
NJ 6.7335 20360701 360 360
TX 8.2335 20360601 360 359
MI 7.4835 20360501 360 358
CA 7.4835 20360601 360 359
CA 7.6085 20360601 360 359
CO 6.2335 20360501 360 358
MA 7.6085 20360701 360 360
TX 6.9835 20360601 360 359
MA 6.6085 20360701 360 360
TX 6.8585 20360701 360 360
VA 6.4835 20360601 360 359
NH 6.7335 20360601 360 359
MA 7.3585 20360601 360 359
RI 7.9835 20360501 360 358
IL 6.8585 20360701 360 360
AZ 6.7335 20360601 360 359
WA 6.6085 20360701 360 360
MA 6.6085 20360701 360 360
MO 8.8585 20360601 360 359
WI 8.7335 20360601 360 359
GA 6.8585 20360601 360 359
MO 8.2335 20360701 360 360
MO 8.2335 20360701 360 360
MI 8.2335 20360501 360 358
WI 8.2335 20360601 360 359
OH 8.2335 20360601 360 359
FL 7.6085 20360501 360 358
WI 8.7335 20360601 360 359
MO 7.8585 20360601 360 359
AZ 7.6085 20360601 360 359
NH 8.4835 20360601 360 359
WI 8.2335 20360601 360 359
MO 8.2335 20360701 360 360
AZ 7.2335 20360601 360 359
AZ 7.6085 20360601 360 359
VA 7.7335 20360501 360 358
VA 8.6085 20360401 360 357
TX 7.6085 20360601 360 359
TX 9.2335 20360601 360 359
TX 7.1085 20360601 360 359
TX 7.8585 20360701 360 360
CO 7.7335 20360701 360 360
TX 7.3585 20360701 360 360
TX 7.6085 20360601 360 359
TX 7.6085 20360601 360 359
TX 6.9835 20360601 360 359
TX 7.3585 20360601 360 359
TX 7.9835 20360501 360 358
TX 6.6085 20360601 360 359
TX 8.2335 20360601 360 359
TX 8.3585 20360701 360 360
TX 7.4835 20360701 360 360
STATE ORIGINAL_ BALLOON NEG_AM ORIGINAL_ FIRST_PAY
AMORTIZATION_TERM BALANCE _DATE
---------------------------------------------------------------------------------------------------------------------------------
VA 360 No NO 196,000.00 20060701
VA 360 No NO 375,920.00 20060701
MD 480 Yes NO 225,000.00 20060701
DC 360 No NO 569,000.00 20060701
MD 360 No NO 226,560.00 20060701
GA 360 No NO 256,000.00 20060701
VA 360 No NO 308,000.00 20060701
VA 360 No NO 324,000.00 20060701
MD 360 No NO 204,000.00 20060701
VA 360 No NO 364,000.00 20060801
PA 360 No NO 105,600.00 20060701
GA 360 No NO 220,000.00 20060701
PA 360 No NO 348,000.00 20060701
MD 360 No NO 308,000.00 20060801
MD 360 No NO 473,600.00 20060701
VA 360 No NO 568,000.00 20060701
GA 480 Yes NO 115,920.00 20060801
VA 360 No NO 530,000.00 20060601
MD 360 No NO 549,000.00 20060701
MD 360 No NO 110,000.00 20060701
MD 360 No NO 240,800.00 20060701
DE 360 No NO 180,200.00 20060701
DE 360 No NO 85,000.00 20060801
MD 360 No NO 174,050.00 20060701
DE 360 No NO 52,500.00 20060801
MD 360 No NO 154,500.00 20060701
MD 360 No NO 348,000.00 20060701
MD 360 No NO 52,000.00 20060701
UT 360 No NO 187,836.00 20060801
ID 360 No NO 511,900.00 20060801
NY 360 No NO 333,750.00 20060701
NY 360 No NO 332,000.00 20060701
NY 360 No NO 384,000.00 20060801
NY 360 No NO 337,500.00 20060701
MS 360 No NO 188,516.00 20060801
NY 360 No NO 498,400.00 20060701
FL 360 No NO 163,200.00 20060701
NY 360 No NO 453,200.00 20060701
NY 360 No NO 1,202,500.00 20060701
NJ 360 No NO 375,000.00 20060701
NY 360 No NO 360,000.00 20060801
NY 360 No NO 516,000.00 20060701
NY 360 No NO 307,665.00 20060701
NJ 360 No NO 268,000.00 20060701
NY 360 No NO 325,000.00 20060701
GA 360 No NO 86,400.00 20060701
NY 360 No NO 344,250.00 20060701
NY 360 No NO 315,000.00 20060701
NY 360 No NO 220,000.00 20060801
NY 360 No NO 520,000.00 20060701
NY 360 No NO 232,500.00 20060701
NJ 360 No NO 193,600.00 20060701
MD 360 No NO 1,091,750.00 20060701
FL 360 No NO 228,000.00 20060701
NJ 360 No NO 333,600.00 20060601
NJ 360 No NO 261,800.00 20060701
FL 360 No NO 116,000.00 20060701
FL 360 No NO 168,000.00 20060701
NC 360 No NO 59,920.00 20060801
PA 360 No NO 70,700.00 20060701
PA 360 No NO 120,000.00 20060601
NJ 360 No NO 165,900.00 20060701
NJ 360 No NO 287,200.00 20060601
NJ 360 No NO 206,250.00 20060701
NJ 360 No NO 322,500.00 20060701
NJ 360 No NO 259,560.00 20060801
NJ 360 No NO 158,900.00 20060701
PA 360 No NO 126,000.00 20060701
PA 360 No NO 56,000.00 20060801
FL 360 No NO 123,500.00 20060701
NJ 360 No NO 101,500.00 20060801
NJ 360 No NO 417,000.00 20060701
FL 360 No NO 101,500.00 20060801
NC 360 No NO 52,500.00 20060801
NJ 360 No NO 153,600.00 20060801
NJ 360 No NO 210,000.00 20060701
NJ 360 No NO 96,000.00 20060701
FL 360 No NO 68,250.00 20060801
GA 360 No NO 120,000.00 20060601
NC 360 No NO 73,200.00 20060701
GA 360 No NO 177,100.00 20060401
GA 360 No NO 119,920.00 20060501
GA 360 No NO 118,800.00 20060601
SC 360 No NO 150,350.00 20060501
GA 360 No NO 63,500.00 20060701
GA 360 No NO 106,300.00 20060601
GA 360 No NO 568,000.00 20060701
TX 360 No NO 72,200.00 20060601
TX 360 No NO 161,900.00 20060801
OK 360 No NO 85,600.00 20060801
TX 360 No NO 123,600.00 20060601
TX 360 No NO 123,600.00 20060601
TX 360 No NO 127,500.00 20060701
TX 360 No NO 87,750.00 20060801
TX 360 No NO 100,000.00 20060701
TX 360 No NO 80,800.00 20060701
TX 360 No NO 360,000.00 20060801
TX 360 No NO 48,000.00 20060701
WA 360 No NO 196,000.00 20060801
OH 360 No NO 104,000.00 20060701
TX 360 No NO 80,000.00 20060701
FL 360 No NO 258,750.00 20060301
TX 360 No NO 80,000.00 20060801
TX 360 No NO 189,300.00 20060501
TX 360 No NO 70,900.00 20060801
TX 360 No NO 54,000.00 20060701
OR 360 No NO 260,000.00 20060701
TX 360 No NO 153,000.00 20060701
OK 360 No NO 70,800.00 20060801
TX 360 No NO 80,800.00 20060701
TX 360 No NO 58,050.00 20060601
TX 360 No NO 109,600.00 20060801
TX 360 No NO 70,800.00 20060701
NM 360 No NO 78,000.00 20060801
FL 360 No NO 216,000.00 20060701
FL 360 No NO 111,150.00 20060601
PA 360 No NO 64,000.00 20060701
NJ 360 No NO 432,000.00 20060501
NJ 360 No NO 176,000.00 20060701
NJ 360 No NO 256,800.00 20060501
NJ 360 No NO 208,000.00 20060601
FL 360 No NO 94,850.00 20060701
CO 360 No NO 192,000.00 20060701
FL 360 No NO 227,920.00 20060701
CO 360 No NO 183,120.00 20060801
CO 360 No NO 204,000.00 20060701
FL 360 No NO 168,000.00 20060601
TN 360 No NO 169,600.00 20060601
FL 360 No NO 504,000.00 20060701
TN 360 No NO 51,000.00 20060601
FL 360 No NO 158,000.00 20060601
FL 360 No NO 417,000.00 20060501
TN 360 No NO 51,000.00 20060601
FL 360 No NO 507,600.00 20060601
AL 360 No NO 515,040.00 20060601
TN 360 No NO 51,000.00 20060601
FL 360 No NO 287,200.00 20060601
FL 360 No NO 70,400.00 20060701
TN 360 No NO 51,000.00 20060601
TN 360 No NO 91,600.00 20060601
FL 360 No NO 167,200.00 20060601
TN 360 No NO 132,000.00 20060601
TN 360 No NO 51,000.00 20060601
FL 360 No NO 520,000.00 20060701
LA 360 No NO 95,000.00 20060601
TN 360 No NO 78,200.00 20060601
FL 360 No NO 135,000.00 20060601
FL 360 No NO 720,000.00 20060601
GA 360 No NO 93,600.00 20060701
GA 360 No NO 109,200.00 20060601
GA 360 No NO 74,890.00 20060701
GA 360 No NO 75,200.00 20060701
GA 360 No NO 62,400.00 20060701
GA 360 No NO 100,000.00 20060801
GA 360 No NO 121,500.00 20060801
GA 360 No NO 194,320.00 20060601
GA 360 No NO 134,400.00 20060701
GA 360 No NO 145,920.00 20060701
GA 360 No NO 93,400.00 20060601
GA 360 No NO 81,600.00 20060701
CA 360 No NO 162,000.00 20060701
PA 360 No NO 64,800.00 20060701
NJ 360 No NO 145,000.00 20060701
PA 360 No NO 167,200.00 20060601
PA 360 No NO 40,000.00 20060801
PA 360 No NO 108,800.00 20060701
PA 360 No NO 136,000.00 20060701
NY 360 No NO 376,000.00 20060701
PA 360 No NO 42,400.00 20060801
PA 360 No NO 51,600.00 20060601
PA 360 No NO 45,600.00 20060701
PA 360 No NO 500,000.00 20060701
PA 360 No NO 91,200.00 20060701
NY 360 No NO 180,000.00 20060701
FL 360 No NO 750,000.00 20060701
NY 360 No NO 350,000.00 20060701
NY 360 No NO 1,100,000.00 20060701
NJ 360 No NO 600,000.00 20060801
NY 360 No NO 200,000.00 20060701
NY 360 No NO 650,000.00 20060801
AZ 360 No NO 175,920.00 20060701
AZ 480 Yes NO 215,200.00 20060701
NJ 360 No NO 63,750.00 20060601
NJ 360 No NO 106,000.00 20060401
AR 360 No NO 52,400.00 20060701
TX 360 No NO 94,400.00 20060801
TX 360 No NO 54,000.00 20060701
TX 360 No NO 128,000.00 20060701
TX 360 No NO 51,500.00 20060701
IL 360 No NO 131,200.00 20060501
GA 360 No NO 413,500.00 20060601
FL 360 No NO 104,000.00 20060601
FL 360 No NO 163,920.00 20060601
GA 360 No NO 76,000.00 20060601
FL 360 No NO 145,520.00 20051101
SC 360 No NO 450,000.00 20060701
CO 480 Yes NO 114,100.00 20060601
GA 360 No NO 95,200.00 20060701
FL 360 No NO 158,950.00 20060101
IN 480 Yes NO 104,000.00 20060701
MO 360 No NO 279,572.00 20060701
AZ 360 No NO 55,280.00 20060701
FL 360 No NO 179,200.00 20060601
NJ 360 No NO 272,000.00 20060701
NY 360 No NO 335,200.00 20060701
CA 360 No NO 139,600.00 20060701
CA 360 No NO 491,400.00 20060501
VA 360 No NO 252,000.00 20060701
AZ 360 No NO 665,000.00 20060701
TX 360 No NO 231,631.00 20060201
CA 360 No NO 329,600.00 20060701
TX 360 No NO 113,050.00 20060701
TX 360 No NO 182,779.00 20060701
AZ 360 No NO 476,250.00 20060701
GA 360 No NO 107,520.00 20060701
TX 360 No NO 187,500.00 20060701
WA 360 No NO 361,874.00 20060701
TX 360 No NO 105,446.00 20060701
NC 360 No NO 140,819.00 20060701
IN 360 No NO 82,320.00 20060701
NC 360 No NO 165,788.00 20060601
CO 480 Yes NO 60,000.00 20060701
AZ 360 No NO 230,421.00 20060801
CO 360 No NO 115,430.00 20060601
TX 360 No NO 87,596.00 20060601
CA 360 No NO 288,000.00 20060801
MN 360 No NO 166,400.00 20060701
MN 360 No NO 286,800.00 20060701
TX 360 No NO 128,000.00 20060601
GA 360 No NO 84,000.00 20060801
GA 360 No NO 71,600.00 20060701
TX 360 No NO 105,150.00 20060701
GA 360 No NO 223,920.00 20060701
TX 360 No NO 97,552.00 20060701
CA 360 No NO 332,500.00 20060801
GA 360 No NO 117,600.00 20060701
IL 360 No NO 259,840.00 20060801
IL 360 No NO 81,600.00 20060801
NJ 360 No NO 646,750.00 20060701
TX 360 No NO 56,000.00 20060701
TX 360 No NO 130,700.00 20060701
TX 360 No NO 157,178.00 20060701
TX 360 No NO 102,400.00 20060701
TX 360 No NO 54,100.00 20060701
TX 360 No NO 113,689.00 20060701
GA 360 No NO 212,400.00 20060701
TX 360 No NO 102,100.00 20060701
TX 360 No NO 164,736.00 20060701
GA 360 No NO 214,400.00 20060701
NC 360 No NO 151,920.00 20060701
TX 360 No NO 162,400.00 20060701
TX 360 No NO 85,050.00 20060701
TX 360 No NO 50,250.00 20060801
UT 360 No NO 323,842.00 20060701
CA 480 Yes NO 274,300.00 20060601
PA 360 No NO 140,800.00 20060601
PA 360 No NO 163,920.00 20060701
MD 360 No NO 328,000.00 20060701
MI 360 No NO 78,500.00 20060701
KY 360 No NO 48,150.00 20060401
OH 360 No NO 120,000.00 20060701
NV 360 No NO 217,600.00 20060601
WA 360 No NO 440,000.00 20060701
FL 360 No NO 208,000.00 20060701
MD 360 No NO 104,000.00 20060601
GA 360 No NO 86,400.00 20060601
OR 360 No NO 158,200.00 20060701
TX 360 No NO 166,593.00 20060701
CA 360 No NO 234,000.00 20060601
TX 360 No NO 159,200.00 20060701
AZ 360 No NO 406,500.00 20060701
TX 360 No NO 128,000.00 20060601
AZ 360 No NO 284,000.00 20060701
MD 360 No NO 270,000.00 20060601
CA 480 Yes NO 207,000.00 20060501
CA 360 No NO 234,000.00 20060601
AZ 360 No NO 184,500.00 20060701
CA 360 No NO 199,500.00 20060601
AZ 360 No NO 239,500.00 20060701
FL 360 No NO 200,000.00 20060701
FL 360 No NO 74,400.00 20060701
CA 360 No NO 332,000.00 20060701
AZ 360 No NO 138,600.00 20060701
CA 360 No NO 417,000.00 20060701
TX 360 No NO 64,000.00 20060701
ID 360 No NO 137,250.00 20060801
CA 360 No NO 392,000.00 20060701
TX 360 No NO 128,000.00 20060701
FL 360 No NO 270,400.00 20060801
PA 360 No NO 139,600.00 20060601
CA 480 Yes NO 344,000.00 20060601
KY 360 No NO 138,400.00 20060601
TX 360 No NO 120,600.00 20060701
TX 360 No NO 87,850.00 20060601
FL 360 No NO 140,000.00 20060701
AR 360 No NO 100,800.00 20060701
AR 360 No NO 75,200.00 20060701
OR 360 No NO 240,000.00 20060701
MD 360 No NO 172,000.00 20060701
ID 360 No NO 166,400.00 20060701
CA 360 No NO 1,000,000.00 20060801
CA 360 No NO 350,000.00 20060701
ID 360 No NO 116,800.00 20060801
VA 360 No NO 169,200.00 20060801
NJ 360 No NO 396,000.00 20060601
CA 360 No NO 390,000.00 20060701
VA 360 No NO 134,360.00 20060701
OR 360 No NO 418,000.00 20060701
OR 360 No NO 292,000.00 20060601
OR 360 No NO 175,200.00 20060801
ID 360 No NO 299,200.00 20060801
TX 360 No NO 134,392.00 20060701
PA 360 No NO 42,300.00 20060701
CA 360 No NO 224,000.00 20060601
CA 360 No NO 268,000.00 20060701
KY 360 No NO 109,200.00 20060701
FL 360 No NO 156,000.00 20060601
MD 360 No NO 305,000.00 20060701
OH 360 No NO 100,000.00 20060601
IN 360 No NO 176,000.00 20060701
OH 360 No NO 75,200.00 20060701
KY 360 No NO 48,900.00 20060701
IN 360 No NO 168,750.00 20060801
KY 360 No NO 144,000.00 20060701
OH 360 No NO 60,000.00 20060701
IN 360 No NO 46,875.00 20060701
OH 360 No NO 104,000.00 20060601
OH 360 No NO 112,000.00 20060701
KY 360 No NO 223,920.00 20060801
IN 360 No NO 120,000.00 20060601
OH 360 No NO 40,000.00 20060801
TN 360 No NO 158,000.00 20060801
OH 360 No NO 50,400.00 20060701
KY 360 No NO 70,500.00 20060701
IN 360 No NO 51,000.00 20060701
KY 360 No NO 180,000.00 20060801
HI 360 No NO 159,250.00 20060701
HI 360 No NO 149,500.00 20060701
CO 360 No NO 171,920.00 20060601
FL 360 No NO 116,000.00 20060701
CO 360 No NO 177,500.00 20060701
CO 360 No NO 188,000.00 20060601
CO 360 No NO 371,000.00 20060701
CO 360 No NO 112,000.00 20060701
IL 360 No NO 260,000.00 20060601
WY 360 No NO 144,800.00 20060701
FL 360 No NO 127,200.00 20060801
DC 360 No NO 975,000.00 20060601
VA 360 No NO 825,000.00 20060701
NJ 360 No NO 576,400.00 20060801
ME 360 No NO 230,825.00 20060801
VA 360 No NO 475,000.00 20060801
VA 360 No NO 400,000.00 20060701
DE 360 No NO 184,000.00 20060601
ID 360 No NO 259,200.00 20060801
TX 360 No NO 69,000.00 20060701
SC 360 No NO 96,000.00 20060701
GA 360 No NO 380,070.00 20060601
SC 360 No NO 74,900.00 20060801
SC 360 No NO 88,000.00 20060701
NC 360 No NO 150,000.00 20060601
MN 360 No NO 320,800.00 20060501
AZ 360 No NO 68,800.00 20060401
TX 360 No NO 87,950.00 20060701
TX 360 No NO 63,920.00 20060701
TX 480 Yes NO 158,000.00 20060701
TX 360 No NO 102,400.00 20060701
AZ 360 No NO 191,250.00 20060701
FL 360 No NO 101,430.00 20060501
AZ 360 No NO 195,300.00 20060701
TX 480 Yes NO 158,000.00 20060701
KS 360 No NO 70,400.00 20060701
AZ 360 No NO 205,778.00 20060701
MO 360 No NO 82,720.00 20060701
TX 360 No NO 88,720.00 20060801
AZ 360 No NO 340,000.00 20060801
TX 360 No NO 124,520.00 20060701
CO 360 No NO 119,200.00 20060701
AZ 360 No NO 347,200.00 20060701
TX 360 No NO 100,800.00 20060801
MO 360 No NO 78,400.00 20060701
TX 360 No NO 242,428.00 20060701
MO 360 No NO 122,800.00 20060601
TX 360 No NO 95,876.00 20060801
TX 360 No NO 66,375.00 20060601
TX 360 No NO 82,500.00 20060701
TX 360 No NO 42,675.00 20060701
TX 360 No NO 70,125.00 20060601
TX 360 No NO 188,000.00 20060601
TX 360 No NO 70,989.00 20060601
TX 360 No NO 157,500.00 20060701
NC 360 No NO 111,600.00 20060701
TX 360 No NO 86,250.00 20060801
TX 360 No NO 112,400.00 20060601
TX 360 No NO 84,198.00 20060701
TN 360 No NO 100,000.00 20060601
TX 360 No NO 151,920.00 20060701
TX 360 No NO 70,989.00 20060701
TX 360 No NO 70,989.00 20060701
TX 360 No NO 116,250.00 20060701
FL 360 No NO 207,900.00 20060701
NC 360 No NO 191,150.00 20060601
FL 360 No NO 239,489.00 20060701
CA 360 No NO 310,000.00 20060701
CA 360 No NO 184,000.00 20060601
FL 360 No NO 219,920.00 20060601
NM 360 No NO 171,750.00 20060601
CO 360 No NO 167,064.00 20060501
VA 360 No NO 211,920.00 20060701
OH 360 No NO 213,600.00 20060701
FL 360 No NO 128,995.00 20060701
FL 360 No NO 138,512.00 20060801
FL 360 No NO 155,192.00 20060701
OH 360 No NO 143,032.00 20060701
FL 360 No NO 208,336.00 20060801
OH 360 No NO 112,000.00 20060701
FL 360 No NO 188,792.00 20060701
NY 360 No NO 100,000.00 20060201
NY 360 No NO 125,000.00 20060101
TN 360 No NO 176,800.00 20060701
RI 360 No NO 288,000.00 20060701
NY 360 No NO 270,000.00 20060701
NJ 360 No NO 261,600.00 20060701
PA 360 No NO 47,475.00 20060701
CT 480 Yes NO 208,720.00 20060601
RI 480 Yes NO 384,000.00 20060701
NJ 360 No NO 973,500.00 20060801
OK 360 No NO 54,400.00 20060701
TX 360 No NO 148,200.00 20060701
TX 360 No NO 86,015.00 20060701
OK 360 No NO 100,000.00 20060701
OK 360 No NO 66,400.00 20060701
TX 360 No NO 114,400.00 20060701
OK 360 No NO 94,760.00 20060601
TX 360 No NO 129,600.00 20060701
TX 360 No NO 417,000.00 20060801
TX 360 No NO 140,000.00 20060701
MD 360 No NO 404,000.00 20060601
VA 360 No NO 169,500.00 20060701
MD 360 No NO 72,800.00 20060601
NC 360 No NO 126,200.00 20060701
DC 360 No NO 341,250.00 20060601
NC 360 No NO 181,000.00 20060601
MD 360 No NO 279,200.00 20060701
MD 360 No NO 206,100.00 20060701
NC 360 No NO 86,200.00 20060701
MD 360 No NO 104,000.00 20060701
ME 360 No NO 143,000.00 20060701
MA 360 No NO 176,000.00 20060501
RI 360 No NO 236,000.00 20060601
MD 360 No NO 417,000.00 20060701
CA 360 No NO 417,000.00 20060801
CT 360 No NO 153,400.00 20060701
CA 360 No NO 570,000.00 20060801
CA 360 No NO 650,000.00 20060601
SC 360 No NO 93,750.00 20060801
AL 360 No NO 105,000.00 20060601
VA 360 No NO 300,000.00 20060501
FL 360 No NO 70,000.00 20060701
MD 360 No NO 353,650.00 20060701
NJ 360 No NO 194,400.00 20060701
GA 360 No NO 138,000.00 20060701
NC 360 No NO 124,500.00 20060701
NC 360 No NO 106,500.00 20060601
FL 360 No NO 208,000.00 20060601
MD 360 No NO 81,900.00 20060801
WA 360 No NO 183,750.00 20060801
WA 360 No NO 100,000.00 20060401
KS 360 No NO 90,350.00 20060701
IN 360 No NO 121,500.00 20060601
WA 360 No NO 197,850.00 20060801
TX 360 No NO 53,200.00 20060601
IL 360 No NO 203,000.00 20060501
CA 360 No NO 280,000.00 20060501
IL 360 No NO 107,900.00 20060501
NY 360 No NO 281,600.00 20060601
PA 360 No NO 142,800.00 20060601
CA 360 No NO 525,000.00 20060401
MI 360 No NO 36,700.00 20060501
CO 360 No NO 162,400.00 20060601
TX 360 No NO 124,800.00 20060701
FL 360 No NO 92,000.00 20060401
TX 360 No NO 148,000.00 20060301
TX 360 No NO 195,040.00 20060201
NM 360 No NO 227,200.00 20060701
FL 360 No NO 411,340.00 20060701
PA 360 No NO 255,500.00 20060601
NV 360 No NO 1,950,000.00 20060701
AZ 360 No NO 141,000.00 20060801
CA 360 No NO 486,000.00 20060601
CA 360 No NO 307,500.00 20060701
AZ 360 No NO 103,900.00 20060701
MD 360 No NO 279,200.00 20060701
CA 480 Yes NO 268,000.00 20060601
AZ 360 No NO 171,000.00 20060801
AZ 360 No NO 140,000.00 20060801
AZ 360 No NO 112,000.00 20060601
NY 360 No NO 344,000.00 20060801
NY 360 No NO 267,800.00 20060701
NY 360 No NO 473,800.00 20060701
NJ 360 No NO 309,600.00 20060701
PA 360 No NO 67,200.00 20060701
PA 360 No NO 106,400.00 20060801
FL 360 No NO 308,091.00 20060601
FL 360 No NO 128,280.00 20060501
TX 360 No NO 313,040.00 20060501
CA 360 No NO 160,000.00 20060701
CA 360 No NO 312,000.00 20060701
NY 360 No NO 239,000.00 20060601
NY 360 No NO 464,000.00 20060501
NY 360 No NO 850,000.00 20060701
UT 360 No NO 65,925.00 20060601
OR 360 No NO 325,000.00 20060701
ID 360 No NO 217,000.00 20060701
WA 360 No NO 280,000.00 20060701
CA 360 No NO 324,000.00 20060601
FL 360 No NO 285,000.00 20060401
WA 360 No NO 180,000.00 20060801
OH 360 No NO 56,800.00 20060701
MD 360 No NO 650,000.00 20060801
MD 360 No NO 228,000.00 20060701
VA 360 No NO 412,000.00 20060801
MD 360 No NO 87,200.00 20060701
MD 360 No NO 292,000.00 20060701
CO 360 No NO 110,400.00 20060801
MD 360 No NO 236,000.00 20060701
CA 360 No NO 1,120,700.00 20060701
IA 360 No NO 100,000.00 20060701
SC 360 No NO 700,000.00 20060701
MD 360 No NO 208,000.00 20060701
FL 360 No NO 147,900.00 20060801
FL 360 No NO 148,000.00 20060601
FL 360 No NO 151,900.00 20060801
FL 360 No NO 147,900.00 20060701
FL 360 No NO 184,000.00 20060701
CA 360 No NO 492,000.00 20060801
CA 360 No NO 340,000.00 20060701
WA 360 No NO 272,800.00 20060701
GA 360 No NO 360,000.00 20060701
SC 360 No NO 46,800.00 20060601
SC 360 No NO 48,410.00 20060801
GA 360 No NO 68,000.00 20060701
FL 360 No NO 92,000.00 20060601
GA 360 No NO 288,000.00 20060801
GA 360 No NO 142,800.00 20060701
SC 360 No NO 98,000.00 20060601
NV 360 No NO 284,000.00 20060701
CO 480 Yes NO 204,892.00 20060801
NV 480 Yes NO 305,597.00 20060701
UT 480 Yes NO 179,362.00 20060701
GA 360 No NO 323,400.00 20060601
GA 360 No NO 239,600.00 20060601
GA 360 No NO 78,850.00 20060701
GA 360 No NO 104,800.00 20060601
GA 360 No NO 498,400.00 20060701
GA 360 No NO 150,400.00 20060601
FL 360 No NO 136,000.00 20060801
GA 360 No NO 198,100.00 20060701
NC 360 No NO 208,000.00 20060701
GA 360 No NO 182,400.00 20060701
GA 360 No NO 504,000.00 20060801
GA 360 No NO 196,000.00 20060701
GA 360 No NO 552,000.00 20060601
GA 360 No NO 943,050.00 20060601
GA 240 No NO 144,350.00 20060701
GA 360 No NO 964,800.00 20060801
NC 360 No NO 51,900.00 20060801
FL 360 No NO 94,250.00 20060701
GA 360 No NO 115,100.00 20060801
GA 360 No NO 124,950.00 20060701
GA 360 No NO 550,000.00 20060801
GA 360 No NO 108,000.00 20060701
NC 360 No NO 244,800.00 20060701
GA 360 No NO 568,000.00 20060701
GA 360 No NO 639,900.00 20060701
NC 360 No NO 199,900.00 20060601
GA 360 No NO 503,500.00 20060701
GA 360 No NO 60,000.00 20060701
NC 360 No NO 56,200.00 20060701
GA 360 No NO 93,600.00 20060701
GA 360 No NO 471,900.00 20060801
GA 360 No NO 160,000.00 20060701
NC 360 No NO 85,500.00 20060701
FL 360 No NO 154,050.00 20060801
FL 360 No NO 426,400.00 20060701
NC 360 No NO 54,500.00 20060701
GA 360 No NO 582,550.00 20060701
GA 360 No NO 112,000.00 20060701
GA 360 No NO 580,000.00 20060801
FL 360 No NO 466,450.00 20060701
FL 360 No NO 168,000.00 20060801
NJ 360 No NO 248,000.00 20060801
NY 360 No NO 417,000.00 20060801
FL 360 No NO 135,750.00 20060801
CA 360 No NO 363,000.00 20060701
NJ 360 No NO 405,600.00 20060701
FL 360 No NO 110,000.00 20060801
MO 480 Yes NO 250,000.00 20060801
VA 360 No NO 320,000.00 20060701
VA 480 Yes NO 179,400.00 20060701
OH 360 No NO 125,000.00 20050801
IN 360 No NO 98,000.00 20060601
IN 360 No NO 98,000.00 20060701
OH 360 No NO 340,000.00 20051201
OH 360 No NO 191,700.00 20051201
IN 360 No NO 90,800.00 20060701
OH 360 No NO 130,000.00 20051101
IN 360 No NO 108,185.00 20060601
MI 360 No NO 564,000.00 20051101
IN 360 No NO 108,185.00 20060601
IN 360 No NO 90,800.00 20060701
IN 360 No NO 108,185.00 20060701
IN 360 No NO 90,800.00 20060701
OH 360 No NO 63,000.00 20060501
UT 360 No NO 1,331,250.00 20060701
UT 360 No NO 142,000.00 20060701
MN 360 No NO 107,030.00 20060701
MN 360 No NO 121,800.00 20060701
TX 360 No NO 231,200.00 20060701
TX 360 No NO 107,999.00 20060701
CA 360 No NO 231,400.00 20060501
TX 360 No NO 130,000.00 20060801
TX 360 No NO 101,970.00 20060801
TX 360 No NO 99,375.00 20060801
TN 360 No NO 94,500.00 20060701
TX 360 No NO 166,400.00 20060701
TX 360 No NO 101,300.00 20060801
TX 360 No NO 169,600.00 20060801
TX 360 No NO 67,200.00 20060801
CA 360 No NO 208,150.00 20060501
TX 360 No NO 100,000.00 20060701
TX 360 No NO 62,400.00 20060801
TX 480 Yes NO 116,000.00 20060701
TX 360 No NO 122,880.00 20060701
GA 360 No NO 117,600.00 20060801
GA 360 No NO 131,920.00 20060801
AZ 360 No NO 112,000.00 20060701
AZ 360 No NO 194,800.00 20060801
OR 360 No NO 158,250.00 20060601
GA 480 Yes NO 565,000.00 20060801
GA 360 No NO 71,400.00 20060701
AZ 360 No NO 285,000.00 20060601
AZ 360 No NO 150,320.00 20060701
WI 360 No NO 53,000.00 20060701
TX 360 No NO 132,980.00 20060801
TX 360 No NO 101,104.00 20060801
TX 360 No NO 86,900.00 20060801
TX 360 No NO 85,100.00 20060601
ID 360 No NO 135,960.00 20060801
GA 360 No NO 188,000.00 20060801
GA 360 No NO 391,200.00 20060801
WA 360 No NO 115,200.00 20060801
TX 360 No NO 133,800.00 20060701
WA 360 No NO 95,024.00 20060801
CO 360 No NO 780,000.00 20060701
IN 360 No NO 74,400.00 20060701
GA 360 No NO 104,000.00 20060701
MN 360 No NO 348,000.00 20060801
MN 360 No NO 100,000.00 20060701
TX 360 No NO 212,000.00 20060701
FL 360 No NO 55,000.00 20060801
TX 360 No NO 50,400.00 20060801
TX 360 No NO 68,800.00 20060701
TX 360 No NO 114,381.00 20060701
TX 360 No NO 90,160.00 20060701
TX 360 No NO 37,600.00 20060701
TX 360 No NO 73,880.00 20060801
TX 360 No NO 87,780.00 20060701
NC 360 No NO 146,400.00 20060601
TX 360 No NO 203,200.00 20060701
NM 360 No NO 96,000.00 20060601
NC 360 No NO 67,500.00 20060701
TX 360 No NO 55,000.00 20060701
TX 360 No NO 80,000.00 20060701
TX 360 No NO 51,200.00 20060701
TX 360 No NO 56,032.00 20060701
VA 360 No NO 62,010.00 20060701
FL 480 Yes NO 130,000.00 20060701
CO 360 No NO 136,000.00 20060701
CO 360 No NO 156,000.00 20060701
CO 480 Yes NO 231,600.00 20060701
CA 360 No NO 605,000.00 20060601
MA 360 No NO 329,600.00 20060601
VA 360 No NO 272,000.00 20060601
FL 480 Yes NO 236,000.00 20060701
GA 360 No NO 121,500.00 20060501
TX 360 No NO 94,850.00 20060501
TX 360 No NO 46,450.00 20060701
TX 360 No NO 51,191.00 20060701
LA 360 No NO 57,600.00 20060601
UT 360 No NO 118,500.00 20060801
TX 360 No NO 42,700.00 20060601
TX 360 No NO 45,000.00 20060701
IL 360 No NO 82,500.00 20060801
TX 360 No NO 75,000.00 20060701
TX 360 No NO 44,100.00 20060701
TX 360 No NO 49,700.00 20060701
CO 360 No NO 116,320.00 20060501
SC 360 No NO 65,360.00 20060601
IL 360 No NO 102,050.00 20060501
MD 360 No NO 184,000.00 20060701
GA 360 No NO 122,400.00 20060701
MD 360 No NO 360,000.00 20060801
AL 360 No NO 92,000.00 20060701
FL 360 No NO 224,800.00 20060701
AL 360 No NO 107,596.00 20060801
GA 360 No NO 100,000.00 20060701
FL 360 No NO 404,000.00 20060701
MS 360 No NO 165,920.00 20060801
MD 360 No NO 60,000.00 20060601
AL 360 No NO 140,800.00 20060801
NC 360 No NO 76,400.00 20060801
GA 360 No NO 111,120.00 20060801
NC 360 No NO 405,000.00 20060701
WI 360 No NO 123,200.00 20060801
MI 360 No NO 136,200.00 20060801
MA 360 No NO 260,000.00 20060701
FL 360 No NO 162,500.00 20060701
CA 360 No NO 650,000.00 20060701
NV 360 No NO 193,292.00 20060701
CA 360 No NO 200,000.00 20060501
TX 360 No NO 156,750.00 20060601
NV 360 No NO 92,000.00 20060701
NV 360 No NO 272,000.00 20060701
NV 360 No NO 189,951.00 20060701
CO 360 No NO 160,000.00 20060801
CT 360 No NO 100,800.00 20060501
MA 360 No NO 115,700.00 20060701
NJ 360 No NO 113,750.00 20060801
CA 360 No NO 464,000.00 20060701
CA 360 No NO 660,000.00 20060701
CA 360 No NO 399,750.00 20060601
OH 360 No NO 52,000.00 20060601
TX 360 No NO 87,466.00 20060701
HI 360 No NO 925,300.00 20060701
AZ 360 No NO 264,000.00 20060401
IL 360 No NO 292,000.00 20060601
OH 360 No NO 58,320.00 20060601
AZ 360 No NO 467,944.00 20060701
FL 360 No NO 231,300.00 20060601
LA 360 No NO 46,125.00 20060701
OH 360 No NO 52,500.00 20060501
CA 360 No NO 92,000.00 20060501
FL 360 No NO 318,750.00 20060401
AZ 480 Yes NO 294,100.00 20060701
WI 360 No NO 68,000.00 20060501
NV 480 Yes NO 416,000.00 20060701
WA 360 No NO 183,950.00 20060701
TX 360 No NO 74,250.00 20060801
OH 360 No NO 68,000.00 20060601
NC 360 No NO 140,000.00 20060701
LA 360 No NO 156,000.00 20060401
TX 360 No NO 131,800.00 20060601
TX 360 No NO 97,600.00 20060701
AL 360 No NO 84,800.00 20060601
NC 360 No NO 166,496.00 20060701
TX 360 No NO 97,600.00 20060701
AL 360 No NO 50,320.00 20060701
NC 360 No NO 90,720.00 20060701
AL 360 No NO 64,000.00 20060701
TX 360 No NO 343,200.00 20060701
AL 360 No NO 106,400.00 20060701
TX 360 No NO 103,200.00 20060701
TX 360 No NO 168,000.00 20060701
TX 360 No NO 94,000.00 20060701
OH 360 No NO 188,639.00 20060701
MD 360 No NO 620,000.00 20060801
VA 360 No NO 459,050.00 20060701
OH 360 No NO 168,032.00 20060801
OH 360 No NO 227,350.00 20060801
OH 360 No NO 234,232.00 20060601
VA 360 No NO 980,000.00 20060801
VA 360 No NO 347,300.00 20060801
NJ 360 No NO 650,000.00 20060701
PA 360 No NO 315,050.00 20060701
MD 360 No NO 215,884.00 20060701
NJ 360 No NO 297,250.00 20060701
MD 360 No NO 448,984.00 20060701
MD 360 No NO 576,982.00 20060701
OH 360 No NO 214,632.00 20060701
FL 360 No NO 234,000.00 20060401
GA 360 No NO 204,000.00 20060801
CA 480 Yes NO 184,000.00 20060701
CA 480 Yes NO 230,000.00 20060701
MA 360 No NO 344,000.00 20060801
FL 360 No NO 107,000.00 20060801
AZ 360 No NO 126,400.00 20060801
AZ 360 No NO 200,000.00 20060701
GA 360 No NO 171,600.00 20060701
GA 360 No NO 170,392.00 20060701
GA 360 No NO 112,800.00 20060701
GA 360 No NO 268,000.00 20060701
GA 360 No NO 98,036.00 20060601
GA 360 No NO 144,350.00 20060601
GA 360 No NO 185,600.00 20060601
NC 360 No NO 190,557.00 20060601
GA 360 No NO 192,000.00 20060701
GA 360 No NO 130,560.00 20060601
GA 360 No NO 101,328.00 20060501
GA 360 No NO 168,690.00 20060701
GA 360 No NO 43,796.00 20060701
GA 360 No NO 104,640.00 20060501
GA 360 No NO 161,008.00 20060701
SC 360 No NO 145,272.00 20060601
GA 360 No NO 176,455.00 20060701
GA 360 No NO 159,832.00 20060601
GA 360 No NO 108,720.00 20060601
GA 360 No NO 121,600.00 20060601
GA 360 No NO 116,000.00 20060601
GA 360 No NO 160,232.00 20060701
GA 360 No NO 134,360.00 20060601
GA 360 No NO 214,390.00 20060601
GA 360 No NO 107,480.00 20060701
GA 360 No NO 178,545.00 20060701
GA 360 No NO 108,160.00 20060601
GA 360 No NO 93,199.00 20060501
GA 360 No NO 81,600.00 20060701
GA 360 No NO 102,560.00 20060701
GA 360 No NO 145,750.00 20060601
GA 360 No NO 167,992.00 20060601
GA 360 No NO 102,844.00 20060501
GA 360 No NO 114,680.00 20060601
GA 360 No NO 127,760.00 20060601
GA 360 No NO 211,840.00 20060701
GA 360 No NO 150,732.00 20060701
GA 360 No NO 137,600.00 20060701
GA 360 No NO 140,800.00 20060801
GA 360 No NO 116,080.00 20060701
GA 360 No NO 120,720.00 20060701
GA 360 No NO 138,100.00 20060601
GA 360 No NO 186,140.00 20060801
GA 360 No NO 172,200.00 20060601
GA 360 No NO 95,412.00 20060501
GA 360 No NO 80,800.00 20060701
FL 360 No NO 195,990.00 20060701
GA 360 No NO 44,400.00 20060701
WY 360 No NO 256,000.00 20060701
CO 360 No NO 120,000.00 20060801
CO 360 No NO 860,000.00 20060701
AR 360 No NO 183,200.00 20060401
CA 360 No NO 354,250.00 20060701
CA 360 No NO 175,000.00 20060701
CA 360 No NO 242,500.00 20060701
CA 360 No NO 177,000.00 20060401
FL 360 No NO 236,250.00 20060701
CA 360 No NO 999,000.00 20060401
FL 360 No NO 78,000.00 20060701
TX 360 No NO 150,400.00 20060701
CO 360 No NO 214,000.00 20060701
NY 360 No NO 320,000.00 20060501
TX 360 No NO 131,200.00 20060701
IN 360 No NO 84,000.00 20060801
TX 360 No NO 135,126.00 20060701
TX 360 No NO 110,856.00 20060701
IN 360 No NO 106,575.00 20060601
TX 360 No NO 77,200.00 20060601
IA 360 No NO 74,640.00 20060601
TX 360 No NO 157,701.00 20060701
MS 360 No NO 104,230.00 20060701
TX 360 No NO 114,000.00 20060801
IN 360 No NO 81,600.00 20060801
GA 360 No NO 170,000.00 20060801
GA 360 No NO 152,000.00 20060801
FL 360 No NO 169,000.00 20060701
GA 360 No NO 139,120.00 20060601
GA 360 No NO 101,352.00 20060701
GA 360 No NO 55,000.00 20060701
GA 360 No NO 124,800.00 20060601
AL 360 No NO 50,250.00 20060701
GA 360 No NO 169,600.00 20060701
GA 360 No NO 205,600.00 20060801
SC 360 No NO 120,000.00 20060601
TN 360 No NO 306,400.00 20060701
GA 360 No NO 350,000.00 20060701
GA 360 No NO 209,600.00 20060701
GA 360 No NO 84,000.00 20060701
GA 360 No NO 111,116.00 20060601
AL 360 No NO 110,960.00 20060801
FL 360 No NO 130,000.00 20060701
GA 360 No NO 619,000.00 20060801
SC 360 No NO 63,750.00 20060701
GA 360 No NO 58,800.00 20060601
GA 360 No NO 142,895.00 20060701
TN 360 No NO 164,800.00 20060801
NC 360 No NO 124,000.00 20060701
GA 360 No NO 90,000.00 20060601
GA 360 No NO 405,000.00 20060801
GA 360 No NO 208,000.00 20060701
GA 360 No NO 792,000.00 20060701
NC 360 No NO 540,000.00 20060701
MI 360 No NO 54,400.00 20060601
TX 360 No NO 68,000.00 20060801
KS 360 No NO 115,500.00 20060501
OR 360 No NO 324,000.00 20060701
MO 360 No NO 114,000.00 20060601
FL 360 No NO 144,100.00 20060601
TX 360 No NO 195,450.00 20060801
TX 360 No NO 176,000.00 20060701
TX 360 No NO 72,400.00 20060801
TX 360 No NO 133,900.00 20060601
IL 360 No NO 70,000.00 20060401
TX 360 No NO 141,300.00 20060601
UT 360 No NO 140,700.00 20060801
WA 360 No NO 220,000.00 20060701
MS 360 No NO 46,400.00 20060801
TN 360 No NO 51,050.00 20060701
TX 360 No NO 193,500.00 20060601
TX 360 No NO 70,000.00 20060701
TX 360 No NO 74,000.00 20060701
TX 360 No NO 47,200.00 20060701
TX 360 No NO 90,500.00 20060801
MO 360 No NO 134,400.00 20060701
TX 360 No NO 61,500.00 20060701
TX 360 No NO 133,600.00 20060701
TX 360 No NO 288,000.00 20060701
CA 360 No NO 536,000.00 20060701
CA 360 No NO 332,000.00 20060501
IL 360 No NO 220,000.00 20060801
IL 360 No NO 81,130.00 20060801
FL 360 No NO 138,285.00 20060801
NV 360 No NO 344,213.00 20060801
AZ 360 No NO 310,912.00 20060701
NV 360 No NO 258,352.00 20060801
NV 360 No NO 225,438.00 20060801
FL 360 No NO 171,572.00 20060701
NC 360 No NO 219,292.00 20060801
IL 360 No NO 255,620.00 20060801
TX 360 No NO 163,192.00 20060601
CO 360 No NO 123,484.00 20060701
FL 360 No NO 285,188.00 20060801
AZ 360 No NO 306,574.00 20060301
NV 360 No NO 226,292.00 20060701
FL 360 No NO 200,292.00 20060801
AZ 360 No NO 317,479.00 20060801
TX 360 No NO 104,388.00 20060701
FL 360 No NO 346,044.00 20060601
IL 360 No NO 364,952.00 20060801
MI 360 No NO 177,512.00 20060701
VA 360 No NO 720,000.00 20060701
IL 360 No NO 281,540.00 20060801
FL 360 No NO 192,345.00 20060701
CA 360 No NO 292,968.00 20060801
FL 360 No NO 202,856.00 20060801
NV 360 No NO 195,360.00 20060701
FL 360 No NO 137,789.00 20060801
NM 360 No NO 267,872.00 20060701
PA 360 No NO 180,850.00 20060801
UT 360 No NO 265,600.00 20060701
CO 360 No NO 59,500.00 20060701
CO 360 No NO 354,000.00 20060701
UT 360 No NO 212,000.00 20060701
CO 360 No NO 79,000.00 20060701
UT 360 No NO 146,200.00 20060701
CO 360 No NO 228,000.00 20060801
UT 360 No NO 240,000.00 20060801
TX 360 No NO 92,000.00 20060801
UT 360 No NO 200,000.00 20060701
UT 360 No NO 214,720.00 20060701
CO 360 No NO 70,800.00 20060701
UT 360 No NO 122,400.00 20060701
CO 360 No NO 160,000.00 20060701
CO 360 No NO 67,500.00 20060801
UT 360 No NO 223,250.00 20060801
UT 360 No NO 239,200.00 20060801
NV 360 No NO 386,082.00 20060701
NV 360 No NO 188,000.00 20060801
NV 360 No NO 239,920.00 20060801
NV 360 No NO 168,000.00 20060701
NV 360 No NO 201,600.00 20060801
NV 360 No NO 204,000.00 20060701
MA 360 No NO 620,000.00 20060801
IL 360 No NO 144,800.00 20060701
CA 360 No NO 651,200.00 20060701
MA 360 No NO 347,200.00 20060701
CA 360 No NO 552,500.00 20060501
CO 360 No NO 111,800.00 20060801
MI 360 No NO 71,900.00 20060601
MA 360 No NO 200,000.00 20060701
MA 360 No NO 211,000.00 20060801
VA 360 No NO 71,000.00 20060701
CA 360 No NO 252,000.00 20060801
ME 360 No NO 192,000.00 20060701
ME 360 No NO 176,650.00 20060701
NH 360 No NO 207,920.00 20060701
AZ 360 No NO 180,000.00 20060601
MO 360 No NO 72,400.00 20060701
OK 360 No NO 93,120.00 20060701
OH 360 No NO 92,250.00 20060601
OK 360 No NO 50,400.00 20060701
OK 360 No NO 51,200.00 20060701
OH 360 No NO 117,600.00 20060701
OK 360 No NO 51,200.00 20060601
AZ 360 No NO 97,500.00 20060701
AZ 360 No NO 162,750.00 20060701
FL 360 No NO 78,018.00 20060701
OK 360 No NO 52,350.00 20060701
TX 360 No NO 68,000.00 20060701
OK 360 No NO 52,000.00 20060601
OK 360 No NO 50,400.00 20060601
MI 360 No NO 143,920.00 20060701
TX 360 No NO 74,250.00 20060701
TX 360 No NO 76,000.00 20060601
TX 360 No NO 72,000.00 20060701
TX 360 No NO 54,400.00 20060601
TX 360 No NO 93,964.00 20060601
TX 360 No NO 88,800.00 20060601
AR 360 No NO 88,000.00 20060701
TX 360 No NO 55,200.00 20060601
TX 360 No NO 50,400.00 20060601
FL 360 No NO 94,500.00 20060601
TX 360 No NO 93,964.00 20060601
TX 360 No NO 119,900.00 20060701
UT 360 No NO 288,000.00 20060501
TX 360 No NO 84,000.00 20060701
FL 360 No NO 197,600.00 20060701
UT 360 No NO 44,000.00 20060801
FL 360 No NO 103,000.00 20060801
TX 360 No NO 56,000.00 20060601
FL 360 No NO 216,000.00 20060701
TX 360 No NO 121,540.00 20060701
FL 480 Yes NO 176,500.00 20060701
UT 360 No NO 97,200.00 20060701
TX 360 No NO 128,800.00 20060701
FL 360 No NO 112,500.00 20060701
FL 360 No NO 175,000.00 20060801
UT 360 No NO 82,400.00 20060601
CO 360 No NO 190,320.00 20060801
TX 360 No NO 372,000.00 20060801
ID 360 No NO 108,800.00 20060701
CO 360 No NO 212,800.00 20060801
UT 360 No NO 124,800.00 20060701
FL 360 No NO 264,000.00 20060701
UT 360 No NO 139,920.00 20060601
TX 360 No NO 168,800.00 20060701
UT 360 No NO 104,000.00 20060701
TX 360 No NO 81,200.00 20060701
CA 360 No NO 412,500.00 20060701
TX 360 No NO 92,000.00 20060601
OR 360 No NO 105,000.00 20060801
UT 360 No NO 146,400.00 20060801
FL 360 No NO 119,000.00 20060701
FL 360 No NO 120,800.00 20060601
FL 360 No NO 65,100.00 20060601
TX 360 No NO 337,250.00 20060601
CO 480 Yes NO 216,000.00 20060801
CO 360 No NO 155,600.00 20060701
TX 360 No NO 140,586.00 20060701
CO 360 No NO 160,800.00 20060601
FL 480 Yes NO 83,650.00 20060701
CA 360 No NO 327,200.00 20060701
TX 360 No NO 135,536.00 20060701
FL 360 No NO 124,000.00 20060701
UT 480 Yes NO 315,200.00 20060701
TX 360 No NO 292,800.00 20060701
UT 480 Yes NO 285,000.00 20060701
WA 360 No NO 204,800.00 20060701
UT 360 No NO 130,400.00 20060801
TX 360 No NO 103,000.00 20060501
CA 360 No NO 1,422,300.00 20060701
FL 360 No NO 54,400.00 20060701
TX 360 No NO 99,750.00 20060701
CO 360 No NO 280,000.00 20060701
TX 360 No NO 116,925.00 20060701
CA 360 No NO 630,000.00 20060601
FL 360 No NO 150,500.00 20060801
CA 360 No NO 309,636.00 20060801
NC 360 No NO 210,850.00 20060701
TX 360 No NO 177,600.00 20060801
MI 360 No NO 76,800.00 20060701
IL 360 No NO 333,750.00 20060501
MI 360 No NO 160,000.00 20060301
OH 360 No NO 108,000.00 20060701
MI 360 No NO 72,000.00 20060201
NV 360 No NO 186,000.00 20060501
OH 360 No NO 145,600.00 20060701
CA 360 No NO 302,250.00 20060701
CA 360 No NO 312,000.00 20060601
VA 360 No NO 232,000.00 20060601
MD 360 No NO 430,000.00 20060701
MD 360 No NO 61,500.00 20060701
VA 360 No NO 128,590.00 20060801
VA 360 No NO 86,150.00 20060601
GA 360 No NO 539,000.00 20060801
VA 360 No NO 350,000.00 20060701
CT 360 No NO 207,200.00 20060301
GA 360 No NO 84,300.00 20060501
ME 360 No NO 61,600.00 20060801
GA 360 No NO 216,000.00 20060401
GA 360 No NO 89,950.00 20060701
MI 480 Yes NO 133,650.00 20060701
NV 360 No NO 318,140.00 20060701
NV 480 Yes NO 279,500.00 20060701
NV 360 No NO 240,000.00 20060701
ID 360 No NO 224,000.00 20060701
AZ 360 No NO 148,000.00 20060701
MI 360 No NO 64,125.00 20060701
MI 360 No NO 82,500.00 20060801
TX 360 No NO 131,200.00 20060801
TX 360 No NO 131,200.00 20060801
NE 360 No NO 73,500.00 20060801
CA 360 No NO 248,500.00 20060801
AZ 360 No NO 165,600.00 20060701
AZ 360 No NO 168,000.00 20060701
AZ 360 No NO 152,000.00 20060701
AZ 360 No NO 240,691.00 20060801
AZ 360 No NO 228,000.00 20060201
AZ 360 No NO 260,924.00 20060701
AZ 360 No NO 126,400.00 20060701
IL 360 No NO 151,200.00 20060601
NC 360 No NO 105,200.00 20060801
TN 360 No NO 142,080.00 20060601
TX 360 No NO 56,260.00 20060701
TX 360 No NO 101,440.00 20060701
TX 360 No NO 188,000.00 20060701
TX 360 No NO 56,700.00 20060701
TX 360 No NO 72,000.00 20060401
OH 360 No NO 71,200.00 20060701
SC 360 No NO 68,000.00 20060701
GA 360 No NO 274,400.00 20060701
GA 360 No NO 115,991.00 20060701
GA 360 No NO 108,720.00 20060801
GA 360 No NO 575,000.00 20060801
MI 360 No NO 59,200.00 20060601
MI 360 No NO 51,200.00 20060701
MI 360 No NO 65,600.00 20060501
GA 360 No NO 116,800.00 20060701
MI 360 No NO 97,700.00 20060701
MI 360 No NO 57,600.00 20060701
MN 360 No NO 131,750.00 20060701
CA 360 No NO 417,000.00 20060701
WA 360 No NO 192,800.00 20060701
CA 360 No NO 216,000.00 20060401
PA 360 No NO 135,900.00 20060701
DE 360 No NO 68,400.00 20060701
PA 360 No NO 239,200.00 20060701
NJ 360 No NO 136,000.00 20060701
PA 360 No NO 219,600.00 20060801
PA 360 No NO 123,500.00 20060501
NJ 360 No NO 103,632.00 20060701
NJ 360 No NO 124,800.00 20060701
NJ 360 No NO 166,080.00 20060701
PA 360 No NO 348,000.00 20060601
NJ 360 No NO 191,760.00 20060601
PA 360 No NO 156,950.00 20060701
PA 360 No NO 456,000.00 20060801
NJ 360 No NO 251,200.00 20060701
NJ 360 No NO 96,800.00 20060701
PA 360 No NO 163,152.00 20060701
PA 360 No NO 278,400.00 20060801
DE 360 No NO 108,000.00 20060701
NJ 360 No NO 164,000.00 20060701
DE 360 No NO 220,000.00 20060701
PA 360 No NO 128,000.00 20060701
IN 360 No NO 76,000.00 20060701
FL 360 No NO 99,899.00 20060701
CO 360 No NO 108,356.00 20060701
WI 360 No NO 109,900.00 20060701
WI 360 No NO 52,425.00 20060701
WI 360 No NO 105,625.00 20060701
MN 360 No NO 52,800.00 20060601
WI 360 No NO 87,750.00 20060701
MN 360 No NO 107,900.00 20060801
IA 360 No NO 73,800.00 20060801
VA 360 No NO 260,000.00 20060801
MD 360 No NO 152,000.00 20060801
GA 360 No NO 155,500.00 20060801
IL 360 No NO 112,000.00 20060801
VA 360 No NO 70,104.00 20060701
FL 360 No NO 139,500.00 20060801
VA 360 No NO 50,050.00 20060801
NJ 360 No NO 975,000.00 20060701
NJ 360 No NO 992,000.00 20060701
NJ 360 No NO 958,750.00 20060801
TX 360 No NO 87,108.00 20060701
MI 360 No NO 113,520.00 20060601
CA 480 Yes NO 360,000.00 20060701
CA 360 No NO 184,000.00 20060701
CO 480 Yes NO 115,000.00 20060601
MA 360 No NO 296,000.00 20060801
TX 360 No NO 79,920.00 20060701
MA 360 No NO 150,000.00 20060801
TX 360 No NO 85,600.00 20060801
VA 360 No NO 332,000.00 20060701
NH 360 No NO 90,000.00 20060701
MA 360 No NO 160,000.00 20060701
RI 360 No NO 255,200.00 20060601
IL 360 No NO 196,000.00 20060801
AZ 360 No NO 314,400.00 20060701
WA 360 No NO 336,800.00 20060801
MA 360 No NO 130,000.00 20060801
MO 360 No NO 61,200.00 20060701
WI 360 No NO 90,930.00 20060701
GA 360 No NO 95,900.00 20060701
MO 360 No NO 116,200.00 20060801
MO 360 No NO 116,200.00 20060801
MI 360 No NO 58,496.00 20060601
WI 360 No NO 94,850.00 20060701
OH 360 No NO 77,000.00 20060701
FL 360 No NO 90,000.00 20060601
WI 360 No NO 74,130.00 20060701
MO 360 No NO 114,400.00 20060701
AZ 360 No NO 157,500.00 20060701
NH 360 No NO 104,650.00 20060701
WI 360 No NO 58,100.00 20060701
MO 360 No NO 115,500.00 20060801
AZ 360 No NO 149,500.00 20060701
AZ 360 No NO 320,000.00 20060701
VA 360 No NO 228,000.00 20060601
VA 360 No NO 70,200.00 20060501
TX 360 No NO 215,200.00 20060701
TX 360 No NO 77,300.00 20060701
TX 360 No NO 124,720.00 20060701
TX 360 No NO 84,720.00 20060801
CO 360 No NO 117,443.00 20060801
TX 360 No NO 92,800.00 20060801
TX 360 No NO 111,686.00 20060701
TX 360 No NO 199,000.00 20060701
TX 360 No NO 144,800.00 20060701
TX 360 No NO 229,520.00 20060701
TX 360 No NO 55,900.00 20060601
TX 360 No NO 129,600.00 20060701
TX 360 No NO 50,250.00 20060701
TX 360 No NO 100,800.00 20060801
TX 360 No NO 113,625.00 20060801
STATE PAYMENT CURRENT_ ORIGINAL MI MERS
BALANCE _LTV
-----------------------------------------------------------------------------------------------------------------------------------------
VA 1,404.17 195,861.66 79.35 No MI 100218000000184453
VA 2,349.50 375,920.00 80.00 No MI 100218000000184420
MD 1,357.55 224,908.08 61.31 No MI 100218000000184271
DC 3,319.17 568,999.17 56.90 No MI 100218000000183943
MD 1,392.40 226,560.00 80.00 No MI 100218000000184479
GA 1,440.00 256,000.00 80.00 No MI 100218000000182788
VA 1,957.08 308,000.00 80.00 No MI 100218000000182879
VA 1,991.25 324,000.00 80.00 No MI 100218000000184776
MD 1,253.75 204,000.00 80.00 No MI 100218000000184677
VA 2,237.08 364,000.00 80.00 No MI 100218000000185633
PA 729.35 105,519.65 80.00 No MI 0
GA 1,519.49 219,832.59 80.00 No MI 100218000000183448
PA 2,523.24 347,760.51 80.00 No MI 100218000000184180
MD 2,023.34 308,000.00 80.00 No MI 100218000000186102
MD 2,713.33 473,600.00 80.00 No MI 100218000000185229
VA 3,727.50 568,000.00 80.00 No MI 100218000000184073
GA 773.57 115,920.00 80.00 No MI 100218000000186169
VA 3,526.10 529,128.59 59.92 No MI 100212504000272339
MD 3,885.79 548,602.65 79.57 No MI 100212504000290091
MD 759.74 109,916.30 61.45 No MI 100212504000285687
MD 1,454.83 240,800.00 80.00 No MI 100212504000280076
DE 1,126.25 180,200.00 79.98 No MI 100212504000280308
DE 579.85 85,000.00 69.11 No MI 100212504000292907
MD 1,231.92 173,924.03 79.99 No MI 100212504000241409
DE 367.09 52,500.00 75.00 No MI 100212504000292881
MD 917.34 154,500.00 75.00 No MI 100212504000282718
MD 1,957.50 347,999.89 80.00 No MI 100212504000237050
MD 368.05 51,962.37 80.00 No MI 100212504000281637
UT 1,313.38 187,836.00 70.00 No MI 0
ID 3,579.28 511,900.00 80.00 No MI 0
NY 2,190.23 333,750.00 75.00 No MI 100038600000118993
NY 2,378.49 331,765.68 80.00 No MI 100038600000119322
NY 2,554.76 384,000.00 80.00 No MI 100038600000120734
NY 2,460.94 337,500.00 75.00 No MI 100038600000119504
MS 1,334.30 188,516.00 75.00 No MI 100038603000045489
NY 3,484.89 498,030.11 80.00 No MI 100038600000118969
FL 1,037.00 163,200.00 75.91 No MI 100038600000120072
NY 3,130.14 452,855.15 80.00 No MI 100038600000119140
NY 8,768.23 1,202,500.00 65.00 No MI 100038600000120205
NJ 2,421.87 375,000.00 75.00 No MI 100038603000044706
NY 2,864.32 360,000.00 90.00 Radian Guaranty 100038600000120304
NY 3,655.00 516,000.00 80.00 No MI 100038600000120197
NY 2,072.80 307,418.96 75.00 No MI 100003860000120155
NJ 1,828.23 267,790.94 67.85 No MI 100038603000045034
NY 2,031.25 325,000.00 67.71 No MI 100038600000118621
GA 649.09 86,344.91 79.63 No MI 100038600000120130
NY 2,295.00 344,250.00 75.00 No MI 100038600000118829
NY 2,478.11 314,818.76 75.00 No MI 100038600000119983
NY 1,500.79 220,000.00 66.67 No MI 0
NY 3,087.50 520,000.00 80.00 No MI 100038600000119900
NY 1,525.78 232,500.00 75.00 No MI 100038600000119967
NJ 1,540.37 193,491.46 80.00 No MI 100038600000119611
MD 7,050.89 1,091,750.00 80.00 No MI 100090704306050705
FL 1,520.00 228,000.00 80.00 No MI 100246606051100010
NJ 2,467.25 333,600.00 80.00 No MI 100246606041100005
NJ 1,827.15 261,800.00 70.00 No MI 100321706042400012
FL 902.24 115,931.51 80.00 No MI 100246606042500062
FL 1,155.00 168,000.00 70.00 No MI 100246606050900105
NC 466.05 59,920.00 80.00 No MI 100246606060600034
PA 518.77 70,652.56 65.46 No MI 100246606050200001
PA 912.09 119,850.30 80.00 No MI 100246606041200003
NJ 1,123.28 165,900.00 70.00 No MI 100246606051100036
NJ 2,064.25 287,200.00 80.00 No MI 100246606040700086
NJ 1,659.53 206,137.35 75.00 No MI 0
NJ 2,310.43 322,272.38 75.00 No MI 100246606050100144
NJ 1,919.66 259,560.00 70.00 No MI 100246606050200084
NJ 1,124.68 158,785.00 70.00 No MI 100261206050800031
PA 924.54 125,915.46 63.00 No MI 0
PA 410.91 56,000.00 70.00 No MI 100246606051500052
FL 863.53 123,408.35 65.00 No MI 100246606050800024
NJ 697.81 101,500.00 70.00 No MI 100246606051200166
NJ 2,987.44 416,705.68 78.68 No MI 100295206041800058
FL 676.67 101,500.00 70.00 No MI 100246606051200000
NC 380.66 52,500.00 70.00 No MI 100246606060700016
NJ 1,152.00 153,600.00 80.00 No MI 100246606041200029
NJ 1,378.13 210,000.00 38.89 No MI 100246606042100087
NJ 738.16 95,941.84 80.00 No MI 100246606041700028
FL 497.66 68,250.00 70.00 No MI 100246606050300009
GA 839.06 119,821.32 80.00 No MI 100075120040112330
NC 562.84 73,155.66 80.00 No MI 100075120040118824
GA 1,208.13 176,542.35 70.00 No MI 100075120040110193
GA 797.83 119,623.38 80.00 No MI 100075120040112132
GA 892.50 118,647.98 79.20 No MI 100075120040115168
SC 908.36 150,350.00 79.98 No MI 100075120040112454
GA 422.47 63,447.95 64.80 No MI 100075120040117503
GA 741.89 106,300.00 69.98 No MI 100075120040116869
GA 3,490.83 568,000.00 80.00 No MI 100075120040119202
TX 523.50 72,100.30 79.96 No MI 100098500040238552
TX 1,202.10 161,900.00 79.99 No MI 100098500040247447
OK 650.62 85,600.00 80.00 No MI 100098500040250300
TX 811.13 123,600.00 75.00 No MI 100098500040234882
TX 811.13 123,600.00 75.00 No MI 100098500040234775
TX 891.50 127,405.38 75.00 No MI 100098500040240053
TX 621.09 87,750.00 77.83 No MI 100098500040253452
TX 716.41 99,929.42 80.00 No MI 100098500040242026
TX 628.45 80,752.30 80.00 No MI 100098500040241697
TX 2,832.12 360,000.00 80.00 No MI 100098500040242488
TX 381.91 47,973.09 80.00 No MI 100098500040244790
WA 1,421.14 196,000.00 80.00 No MI 100098500040245557
OH 808.90 103,938.60 80.00 No MI 100098500040235764
TX 573.13 79,943.54 80.00 No MI 100098500040245680
FL 1,876.12 257,847.88 75.00 No MI 100098500040209264
TX 615.13 80,000.00 78.43 No MI 100098500040244022
TX 1,455.55 188,953.52 79.99 No MI 100098500040231482
TX 564.11 70,900.00 78.87 No MI 100098500040249245
TX 393.75 54,000.00 75.00 No MI 100098500040227548
OR 1,543.75 260,000.00 65.00 No MI 100098500040247579
TX 1,109.36 152,894.70 84.07 GE Capital MI 100098500040243198
OK 538.13 70,800.00 80.00 No MI 100098500040250284
TX 621.28 80,751.05 80.00 No MI 100098500040247470
TX 380.95 58,050.00 66.34 No MI 100098500040225492
TX 842.73 109,600.00 80.00 No MI 100098500040244048
TX 427.75 70,800.00 80.00 No MI 100098500040236556
NM 552.08 78,000.00 65.00 No MI 100098500040247199
FL 1,737.98 215,882.02 80.00 No MI 100361200000602182
FL 874.42 111,021.63 79.97 No MI 100361200000601952
PA 452.99 63,906.67 80.00 No MI 100157901000900140
NJ 3,437.19 431,268.04 80.00 No MI 0
NJ 1,337.73 175,890.60 80.00 No MI 0
NJ 1,929.25 256,305.36 80.00 No MI 100022100138085972
NJ 1,562.63 207,733.83 80.00 No MI 100022100155419641
FL 663.20 94,779.61 70.00 No MI 100022100153277371
CO 1,425.59 191,874.41 80.00 No MI 100328400300602104
FL 1,471.98 227,920.00 80.00 No MI 100328400000605498
CO 1,068.20 183,120.00 80.00 No MI 100328400000605092
CO 1,211.25 204,000.00 80.00 No MI 100328400000603279
FL 1,174.69 167,749.85 76.36 No MI 100022100154062913
TN 1,171.39 169,341.10 80.00 No MI 100390930400064410
FL 3,438.17 503,606.83 80.00 No MI 100022100154061196
TN 352.25 50,922.14 75.00 No MI 100390930400102111
FL 1,159.35 157,787.27 79.80 No MI 100022100154061279
FL 2,475.94 417,000.00 61.05 No MI 100022100152270021
TN 352.25 50,922.14 75.00 No MI 100390930400103770
FL 3,334.57 506,744.66 90.00 Republic MIC 100022100154063663
AL 3,272.65 515,040.00 80.00 No MI 100390930400009233
TN 352.25 50,922.14 75.00 No MI 100390930400103697
FL 1,705.25 287,200.00 80.00 No MI 100390930400158550
FL 516.58 70,352.75 80.00 No MI 100022100154083703
TN 352.25 50,922.14 75.00 No MI 100390930400103515
TN 609.42 91,449.40 80.00 No MI 100022100154060511
FL 1,169.09 166,951.04 76.00 No MI 100022100154062590
TN 878.20 131,782.97 80.00 No MI 0
TN 352.25 49,112.63 75.00 No MI 100390930400117556
FL 3,520.83 520,000.00 80.00 No MI 100022100154064166
LA 583.86 95,000.00 79.17 No MI 100390930400117309
TN 553.50 78,086.44 89.99 Republic MIC 100022100154063333
FL 843.75 135,000.00 77.14 No MI 100022100154063176
FL 5,220.50 719,005.75 76.60 No MI 100390930400130096
GA 753.13 93,548.87 80.00 No MI 100184698160505024
GA 763.54 109,037.41 70.00 No MI 100184698160407067
GA 517.25 74,833.01 74.96 No MI 100184620160503018
GA 532.26 75,145.57 80.00 No MI 100184622060516041
GA 429.00 62,400.00 80.00 No MI 100184698160509136
GA 697.92 100,000.00 79.37 No MI 100184698160426208
GA 860.62 121,500.00 75.00 No MI 100184698160531106
GA 1,234.74 194,320.00 80.00 No MI 100184601160412038
GA 986.18 134,309.82 80.00 No MI 100184698160508229
GA 1,058.02 145,819.58 80.00 No MI 100184698160511231
GA 612.94 93,400.00 78.82 No MI 100184622060412019
GA 577.56 81,540.94 80.00 No MI 100184633060321019
CA 1,146.63 161,882.74 57.65 No MI 100184698160517089
PA 492.53 64,759.72 80.00 No MI 100086850060500330
NJ 1,013.87 144,892.38 60.42 No MI 100086805060400295
PA 1,126.46 166,931.79 80.00 No MI 100086801060301336
PA 290.03 40,000.00 80.00 No MI 100086801060503055
PA 714.74 108,708.59 80.00 No MI 100086819060300124
PA 904.81 135,888.52 80.00 No MI 100086801060202450
NY 2,154.17 376,000.00 80.00 No MI 100086850060400283
PA 307.43 42,400.00 80.00 No MI 100086801060502958
PA 392.20 51,535.63 80.00 No MI 100086801060202781
PA 338.58 45,570.17 80.00 No MI 100086801060301237
PA 3,326.52 499,590.15 64.94 No MI 100086816060300609
PA 742.03 91,151.47 80.00 No MI 100086850060500223
NY 1,182.47 179,848.78 24.83 No MI 100314507700868709
FL 4,989.77 749,385.23 53.57 No MI 100314507700896429
NY 2,387.62 349,726.97 63.06 No MI 100314507700879060
NY 7,226.22 1,099,075.87 65.28 No MI 100314507700843082
NJ 4,042.31 600,000.00 62.50 No MI 100314507700895173
NY 1,347.44 199,840.06 44.94 No MI 100314507700905451
NY 4,769.47 650,000.00 74.29 No MI 100314507770087593
AZ 1,097.51 175,757.07 80.00 No MI 100169900400000044
AZ 1,396.33 214,356.83 80.00 No MI 100169900380000584
NJ 424.13 63,645.18 70.83 No MI 100076400000919273
NJ 661.30 105,604.14 20.19 No MI 100076400000916246
AR 379.94 52,363.94 80.00 No MI 100022100138709936
TX 635.99 94,400.00 80.00 No MI 100052100006030871
TX 386.86 53,961.89 80.00 No MI 100052100006027265
TX 884.06 127,902.61 80.00 No MI 100052100006024072
TX 382.39 51,466.31 72.03 No MI 100052100006026903
IL 861.00 131,200.00 80.00 No MI 100378000003136860
GA 2,962.36 412,914.44 79.37 No MI 100378000003150580
FL 781.32 103,866.90 80.00 No MI 0
FL 1,245.91 163,715.52 80.00 No MI 100378000003160811
GA 467.08 76,000.00 80.00 No MI 100378000003160589
FL 931.78 144,338.65 80.00 No MI 0
SC 3,420.33 449,720.29 31.03 No MI 100378000003163914
CO 698.72 114,009.70 68.73 No MI 100378000003154988
GA 585.08 95,200.00 80.00 No MI 100378000003157783
FL 1,138.74 158,149.30 85.00 No MI 0
IN 674.81 103,964.36 80.00 No MI 100378000003159573
MO 1,776.45 279,572.00 80.00 No MI 100386100002125060
AZ 410.46 55,243.83 80.00 No MI 100386100002180461
FL 1,138.67 179,200.00 80.00 No MI 100022100149072324
NJ 2,068.33 272,000.00 80.00 No MI 100061200006336390
NY 2,230.10 334,925.23 80.00 No MI 100386100002164705
CA 901.59 139,600.00 75.87 No MI 100386100002131753
CA 3,105.98 490,060.07 65.00 No MI 0
VA 1,783.65 251,817.60 80.00 No MI 100386100002149136
AZ 4,017.71 665,000.00 70.00 No MI 100386100002111045
TX 1,560.55 230,502.98 65.00 No MI 100386100002049997
CA 1,991.34 329,600.00 80.00 No MI 100386100002150795
TX 992.10 112,999.98 95.00 No MI 100386100002152361
TX 1,520.27 182,686.69 80.00 No MI 100386100002116226
AZ 3,168.51 475,859.61 75.00 No MI 100386100002128981
GA 683.21 107,520.00 80.00 No MI 100386100002144681
TX 1,593.74 187,410.17 75.00 No MI 100386100002158418
WA 2,374.80 361,874.00 80.00 No MI 100386100002143816
TX 746.35 105,369.67 75.00 No MI 100386100002132793
NC 972.60 140,711.85 80.00 No MI 100051700207021891
IN 533.93 82,249.12 79.99 No MI 100051700184360718
NC 1,102.99 165,261.27 80.00 No MI 100051700184034693
CO 445.57 59,985.68 80.00 No MI 100414001000149753
AZ 1,416.13 230,421.00 80.00 No MI 100414001000167854
CO 918.41 115,300.10 70.00 No MI 100414001000151619
TX 574.85 87,596.00 80.00 No MI 100414001000151056
CA 1,964.67 288,000.00 80.00 No MI 100291300005120548
MN 1,022.67 166,400.00 80.00 No MI 100197500000301267
MN 1,583.37 286,800.00 79.97 No MI 100197500000300079
TX 928.09 127,733.99 80.00 No MI 100098900060349562
GA 631.06 84,000.00 80.00 No MI 100098900060506773
GA 506.78 71,548.18 80.00 No MI 100098900060534890
TX 726.24 105,069.99 70.00 No MI 100098900060505593
GA 1,352.85 223,920.00 80.00 No MI 100098900060365501
TX 732.88 97,489.79 80.00 No MI 100098900060520907
CA 2,324.89 332,500.00 70.00 No MI 100098900060603075
GA 686.00 117,600.00 80.00 No MI 100098900060511948
IL 1,678.13 259,840.00 80.00 No MI 100098900060526540
IL 620.22 81,600.00 80.00 No MI 100098900060523521
NJ 4,244.30 646,750.00 65.00 No MI 100098900060523570
TX 406.04 55,961.46 80.00 No MI 100098900060518364
TX 936.35 130,607.75 79.94 No MI 100098900060511138
TX 1,180.83 157,077.77 70.00 No MI 100098900060443852
TX 733.61 102,327.72 80.00 No MI 100098900060547932
TX 401.69 54,064.61 79.85 No MI 100098900060537760
TX 746.08 113,689.00 70.00 No MI 100098900060444264
GA 1,614.39 212,267.98 80.00 No MI 100098900060526664
TX 705.18 102,022.31 69.97 No MI 100098900060505569
TX 1,081.08 164,736.00 80.00 No MI 100098900060168483
GA 1,407.00 214,400.00 80.00 No MI 100098900060526383
NC 1,088.37 151,812.78 80.00 No MI 100098900060540897
TX 1,220.06 162,296.44 70.00 No MI 100098900060443621
TX 567.00 85,050.00 70.00 No MI 100098900060528165
TX 404.32 50,250.00 75.00 No MI 100199105110038193
UT 1,990.28 323,842.00 80.00 No MI 100199105110040736
CA 1,605.91 274,059.11 58.99 No MI 100033500000086940
PA 984.50 140,590.35 76.94 No MI 100232600000061387
PA 1,132.16 163,795.26 80.00 No MI 100232600000064241
MD 2,050.00 328,000.00 80.00 No MI 100229900256050778
MI 515.69 78,434.05 71.36 No MI 100202930605030016
KY 344.95 47,957.34 90.00 No MI 100202910602060018
OH 788.31 119,899.19 80.00 No MI 100202930605090085
NV 1,360.00 217,600.00 80.00 No MI 100219306045026750
WA 3,152.21 439,689.46 80.00 No MI 100073500011725339
FL 1,383.83 207,829.50 80.00 No MI 100073500011718086
MD 736.11 103,848.96 80.00 No MI 100073500011710036
GA 540.00 86,400.00 90.00 No MI 100073500011685022
OR 1,133.36 158,088.35 70.00 No MI 100073500011740759
TX 1,179.13 166,472.43 70.00 No MI 100073500011723532
CA 1,340.63 234,000.00 65.00 No MI 100073500011682284
TX 1,011.58 159,200.00 80.00 No MI 100073500011701241
AZ 3,053.90 406,240.79 75.00 No MI 100073500011750873
TX 746.67 128,000.00 80.00 No MI 100073500011700391
AZ 1,775.00 284,000.00 80.00 No MI 100073500011738175
MD 1,462.50 270,000.00 75.00 No MI 100073500011691028
CA 1,267.61 206,567.53 54.19 No MI 100073500011689790
CA 1,340.63 234,000.00 65.00 No MI 100073500011682250
AZ 1,153.13 184,500.00 69.98 No MI 0
CA 1,293.95 199,088.82 86.74 Radian Guaranty 100073500011680393
AZ 1,471.93 239,500.00 77.01 No MI 100073500011735866
FL 1,250.00 200,000.00 80.00 No MI 100073500011730727
FL 558.94 74,352.56 80.00 No MI 100073500011727210
CA 1,902.08 332,000.00 80.00 No MI 100073500011735395
AZ 922.11 138,486.39 70.00 No MI 100073500011733838
CA 2,606.25 417,000.00 79.43 No MI 100073500011724456
TX 420.00 64,000.00 80.00 No MI 100372790604120406
ID 886.41 137,250.00 75.00 No MI 0
CA 2,575.16 391,670.67 80.00 No MI 100073500011708426
TX 746.67 128,000.00 80.00 No MI 100073500011702650
FL 1,890.68 270,400.00 80.00 No MI 100073500011762076
PA 976.10 139,392.15 80.00 No MI 100073500011707477
CA 2,200.47 343,754.15 80.00 No MI 100073500011711133
KY 836.14 138,396.17 80.00 No MI 100073500011705091
TX 916.65 120,525.04 79.87 No MI 100073500011743795
TX 614.26 87,718.50 94.97 Mortgage Guaranty In 100073500011682334
FL 1,015.10 139,903.65 70.00 No MI 100073500011709358
AR 757.28 100,735.72 80.00 No MI 100073500011725016
AR 545.25 75,148.25 80.00 No MI 100073500011731915
OR 1,475.00 240,000.00 80.00 No MI 100073500011731196
MD 1,292.18 171,890.32 80.00 No MI 100073500011735478
ID 1,135.14 164,980.45 80.00 No MI 100073500011738894
CA 6,992.15 1,000,000.00 71.94 No MI 100073500011704805
CA 2,005.21 350,000.00 73.68 No MI 100073500011724597
ID 730.00 116,800.00 80.00 No MI 100073500011733580
VA 1,139.93 169,200.00 80.00 No MI 100073500011750659
NJ 2,701.42 395,380.29 80.00 No MI 100073500011690046
CA 2,356.25 390,000.00 62.90 No MI 100073500011741401
VA 825.75 134,360.00 80.00 No MI 100073500011750824
OR 2,958.58 417,697.46 76.00 No MI 100073500011705760
OR 1,672.92 292,000.00 79.89 No MI 100073500011695656
OR 1,225.02 175,200.00 80.00 No MI 100073500011744850
ID 2,195.42 299,200.00 80.00 No MI 100073500011749404
TX 974.44 134,298.95 80.00 No MI 100073500011717435
PA 317.79 42,273.02 90.00 Mortgage Guaranty In 100073500011742029
CA 1,353.33 224,000.00 80.00 No MI 100073500011693966
CA 1,873.89 267,801.11 80.00 No MI 100073500011719563
KY 791.78 109,124.85 80.00 No MI 100073500011736575
FL 1,131.11 155,784.58 80.00 No MI 100073500011702017
MD 1,747.40 305,000.00 70.11 No MI 100073500011717310
OH 725.07 99,861.91 80.00 No MI 100330706040123532
IN 1,230.62 175,869.38 80.00 No MI 100330706040119357
OH 513.00 75,141.33 80.00 No MI 100330706050126532
KY 341.92 48,863.71 76.41 No MI 100330706050125872
IN 1,238.23 168,750.00 75.00 No MI 100330706060130128
KY 1,069.20 143,905.80 80.00 No MI 100330706050125443
OH 400.00 60,000.00 75.00 No MI 100330706050125187
IN 368.77 46,848.03 75.00 No MI 100330706050128041
OH 754.07 103,855.89 80.00 No MI 100330706040123557
OH 812.08 111,922.92 80.00 No MI 100330706050125831
KY 1,422.83 223,920.00 79.97 No MI 100330706060130649
IN 839.06 119,720.07 80.00 No MI 100330706030118484
OH 275.00 40,000.00 53.33 No MI 100330706060132033
TN 1,104.76 158,000.00 80.00 No MI 100330706050128660
OH 396.50 50,371.00 80.00 No MI 100330706050129650
KY 498.99 70,448.98 74.21 No MI 100330706050125005
IN 383.15 50,967.48 75.00 No MI 100330706050128025
KY 1,258.59 180,000.00 80.00 No MI 100330706050129379
HI 879.19 159,250.00 65.00 No MI 100238688020504068
HI 825.36 149,500.00 65.00 No MI 100238688030504066
CO 1,128.23 171,920.00 80.00 No MI 100030200197062258
FL 761.25 116,000.00 80.00 No MI 100030200010120226
CO 1,127.86 177,500.00 50.00 No MI 100030200112016090
CO 1,155.42 188,000.00 80.00 No MI 100030200197061391
CO 2,202.81 371,000.00 69.35 No MI 100030200650000001
CO 723.33 112,000.00 80.00 No MI 100030200197062530
IL 1,760.42 260,000.00 80.00 No MI 100030200030066235
WY 951.23 144,678.35 80.00 No MI 100030200449001518
FL 922.29 127,200.00 80.00 No MI 100030200010121422
DC 5,585.94 975,000.00 50.00 No MI 100015305360181121
VA 5,671.88 825,000.00 75.00 No MI 0
NJ 3,786.54 576,400.00 48.03 No MI 100015305860405947
ME 1,394.57 230,825.00 70.00 No MI 100015305860459241
VA 3,117.19 475,000.00 95.00 PMI 100015305360406601
VA 2,291.67 400,000.00 80.00 No MI 100015305360387066
DE 1,270.84 183,719.12 80.00 No MI 100204100000728865
ID 1,485.00 259,200.00 80.00 No MI 100204100000745703
TX 453.28 68,942.03 75.00 No MI 100204100000074509
SC 687.76 95,932.24 80.00 No MI 100146850106111728
GA 2,755.77 379,545.16 75.00 No MI 100022100152382073
SC 530.14 74,900.00 74.90 No MI 100146820106098944
SC 568.33 88,000.00 80.00 No MI 100146820106101318
NC 1,015.62 150,000.00 75.00 No MI 100146850106098701
MN 2,188.42 320,044.69 80.00 No MI 100028510001029788
AZ 498.85 68,608.73 80.00 No MI 100101309060200053
TX 653.03 87,892.46 77.83 No MI 100101309060500932
TX 469.02 63,877.11 80.00 No MI 100101309060404358
TX 1,039.75 157,947.75 80.00 No MI 100101309060305415
TX 760.32 102,333.01 80.00 No MI 100101310060500112
AZ 1,337.25 191,108.06 75.00 No MI 100101309060505006
FL 744.26 101,224.46 70.00 No MI 100101320060300017
AZ 1,365.57 195,155.06 70.00 No MI 100101310060300133
TX 1,039.75 157,947.75 80.00 No MI 100101309060303451
KS 498.29 70,339.04 80.00 No MI 100101309060304244
AZ 1,286.11 205,778.00 80.00 No MI 100101309060503209
MO 614.19 82,665.89 80.00 No MI 100101309060405843
TX 658.74 88,720.00 80.00 No MI 100101300000016956
AZ 2,233.56 340,000.00 80.00 No MI 100101309060505428
TX 817.16 124,520.00 80.00 No MI 100101309060406312
CO 833.46 119,111.54 80.00 No MI 100101309060405751
AZ 2,487.38 346,954.95 80.00 No MI 100101309060500163
TX 696.20 100,800.00 80.00 No MI 100101300000016642
MO 602.83 78,352.50 80.00 No MI 100101309060403368
TX 1,633.28 242,234.14 80.00 No MI 0
MO 805.88 122,800.00 80.00 No MI 100177054300018100
TX 703.50 95,876.00 75.00 No MI 100177011300029974
TX 435.59 66,375.00 75.00 No MI 100177011300027986
TX 550.00 82,500.00 75.00 No MI 100177011300029446
TX 316.86 42,647.09 75.00 No MI 100177011300022003
TX 460.20 70,125.00 75.00 No MI 100177011300027820
TX 1,346.86 187,733.76 80.00 No MI 100177015800037346
TX 473.26 70,989.00 73.95 No MI 100177011300027010
TX 1,141.98 157,391.61 70.00 No MI 100177014800028728
NC 767.25 111,600.00 80.00 No MI 100177054300018324
TX 575.00 86,250.00 75.00 No MI 100177011300029479
TX 904.40 112,276.74 80.00 No MI 100177014600017335
TX 581.53 84,133.94 75.00 No MI 100177011300029826
TN 656.25 100,000.00 80.00 No MI 100177054300017425
TX 1,154.70 151,825.57 80.00 No MI 100177015800041231
TX 473.26 70,989.00 73.95 No MI 100177011300029222
TX 473.26 70,989.00 73.95 No MI 100177011300029297
TX 799.22 116,250.00 75.00 No MI 100177011300029578
FL 1,489.42 207,753.27 79.99 No MI 100429106050009055
NC 1,271.73 190,835.71 80.00 No MI 100429106040008258
FL 1,736.46 239,324.19 79.32 No MI 100429106050009212
CA 1,839.59 309,825.00 60.78 No MI 100165700600006773
CA 1,054.17 184,000.00 46.58 No MI 100165700600005130
FL 1,259.96 219,920.00 80.00 No MI 100015902096068612
NM 1,073.44 171,750.00 79.99 No MI 100015901301076634
CO 939.74 167,064.00 80.00 No MI 100015901041309105
VA 1,368.65 211,920.00 80.00 No MI 100297130605080055
OH 1,403.20 213,420.55 79.41 No MI 0
FL 1,096.44 128,933.21 95.00 Mortgage Guaranty In 100022100154228928
FL 1,004.31 138,512.00 80.00 No MI 0
FL 1,098.44 155,079.68 80.00 No MI 0
OH 927.70 142,908.86 80.00 No MI 0
FL 1,299.75 208,336.00 80.00 No MI 0
OH 871.12 111,933.88 80.00 No MI 0
FL 1,337.28 188,792.00 80.00 No MI 0
NY 648.60 99,467.56 12.50 No MI 100049616280520689
NY 739.42 124,079.64 5.00 No MI 100049616280517297
TN 1,215.50 176,800.00 80.00 No MI 100401400000002183
RI 2,013.74 287,786.26 80.00 No MI 100102600400549871
NY 1,957.69 269,814.19 80.00 No MI 0
NJ 1,689.50 261,600.00 80.00 No MI 100102600400548840
PA 386.27 47,449.74 69.98 No MI 100102600400542561
CT 1,392.84 208,586.38 80.00 No MI 0
RI 2,491.59 383,868.41 80.00 No MI 100102600400553048
NJ 6,388.59 973,500.00 74.92 No MI 100294800039089111
OK 408.69 54,365.31 80.00 No MI 100259810000002285
TX 1,048.95 148,092.74 95.00 PMI 100259810000001964
TX 543.68 85,937.23 52.77 No MI 100259810000001881
OK 682.18 99,921.99 80.00 No MI 100259810000002053
OK 534.27 66,363.73 80.00 No MI 100259810000002137
TX 715.00 114,400.00 80.00 No MI 100259810000001980
OK 662.58 94,494.11 80.00 No MI 100259810000001766
TX 895.11 129,501.39 80.00 No MI 100259810000002210
TX 2,844.68 417,000.00 53.81 No MI 100259810000002657
TX 931.42 139,885.25 80.00 No MI 100259810000002319
MD 2,687.82 403,335.75 71.50 No MI 100127800005009179
VA 1,185.17 169,374.21 79.99 No MI 100127800005014138
MD 455.00 72,800.00 63.30 No MI 100127800007272387
NC 904.11 126,110.93 78.24 No MI 0
DC 1,955.08 341,249.65 75.00 No MI 100127800007268732
NC 1,131.25 181,000.00 79.98 No MI 100127800007262347
MD 1,715.92 279,200.00 80.00 No MI 0
MD 1,371.19 205,931.06 79.98 No MI 100127800005020523
NC 538.75 86,200.00 79.96 No MI 100127800007273195
MD 736.11 103,924.72 80.00 No MI 100127800007274029
ME 903.86 142,870.58 62.17 No MI 100102373590157125
MA 1,156.19 175,553.88 67.69 No MI 100102373590154486
RI 1,550.35 235,602.33 80.00 No MI 100102373590155871
MD 2,432.50 417,000.00 76.16 No MI 100102373390138176
CA 2,809.41 417,000.00 64.15 No MI 100256420060511325
CT 974.73 153,400.00 65.00 No MI 100059400000009423
CA 4,132.90 570,000.00 48.31 No MI 0
CA 4,130.21 650,000.00 65.00 No MI 100022100137471348
SC 576.17 93,750.00 73.82 No MI 0
AL 667.19 105,000.00 75.00 No MI 100031449004095923
VA 1,656.25 300,000.00 80.00 No MI 100031458006032347
FL 401.04 70,000.00 70.00 No MI 100031449005024567
MD 2,173.47 353,650.00 80.00 No MI 100031458006050034
NJ 1,326.15 194,248.35 80.00 No MI 100031432006050484
GA 862.50 138,000.00 75.00 No MI 100031449006032692
NC 804.06 124,500.00 69.98 No MI 100031449005114566
NC 676.72 106,499.99 75.00 No MI 100031449006041198
FL 1,365.00 208,000.00 80.00 No MI 100031449005110770
MD 586.74 81,900.00 70.00 No MI 100031402006060080
WA 1,225.00 183,750.00 75.00 No MI 100031462008050002
WA 786.70 99,767.34 80.00 No MI 100031462006020005
KS 592.92 90,350.00 74.36 No MI 100031449006032726
IN 797.34 121,500.00 75.00 No MI 100031449006032536
WA 1,319.00 197,850.00 75.00 No MI 100031462006050101
TX 399.67 53,131.93 80.00 No MI 100039225373394416
IL 1,454.32 202,314.96 70.00 No MI 100039270021997764
CA 2,011.98 279,926.56 80.00 No MI 100039262050153930
IL 741.81 107,900.00 79.99 No MI 100039237410379763
NY 1,789.33 281,600.00 80.00 No MI 100039279695297112
PA 1,149.00 142,643.42 80.00 No MI 100039286981404948
CA 3,390.63 524,999.99 70.00 No MI 100039242245568143
MI 298.60 36,640.96 74.87 No MI 100039226096058239
CO 1,149.46 162,164.17 80.00 No MI 100039285474345097
TX 1,049.39 124,738.61 79.80 No MI 100039241543704434
FL 604.37 91,688.16 80.00 No MI 100039279152226141
TX 1,047.53 147,457.59 80.00 No MI 100039257250188850
TX 1,219.00 195,040.00 80.00 No MI 100039274050282726
NM 1,562.00 227,200.00 80.00 No MI 100039282931891029
FL 2,442.33 411,340.00 70.00 No MI 100195910002015637
PA 1,676.72 255,500.00 70.00 No MI 100195910002181256
NV 14,649.70 1,948,756.55 75.00 No MI 100183300000307851
AZ 902.84 141,000.00 44.06 No MI 100183300000308966
CA 2,936.25 486,000.00 60.00 No MI 100183300000295528
CA 1,953.91 307,500.00 71.51 No MI 100183300000302928
AZ 699.99 103,816.92 79.98 No MI 0
MD 1,832.25 279,200.00 80.00 No MI 100183300000303157
CA 1,813.34 267,834.45 80.00 No MI 100183300000295460
AZ 1,094.93 171,000.00 61.07 No MI 100183300000308982
AZ 904.17 140,000.00 80.00 No MI 100183300000311747
AZ 700.00 112,000.00 74.17 No MI 100183300000297094
NY 2,257.50 344,000.00 80.00 No MI 100129810014303023
NY 1,673.75 267,800.00 80.00 No MI 100129810013029455
NY 3,109.31 473,800.00 80.00 No MI 100129810013029703
NJ 2,164.77 309,370.23 80.00 No MI 100234400000150530
PA 504.86 67,157.14 80.00 No MI 100234400000148617
PA 725.84 106,400.00 80.00 No MI 100234400000152312
FL 2,233.88 307,665.55 80.00 No MI 100142000000229572
FL 935.38 128,280.00 80.00 No MI 100142000000222833
TX 2,490.69 312,509.60 80.00 No MI 100213300000134366
CA 966.67 160,000.00 24.62 No MI 100194006050091421
CA 1,787.50 312,000.00 80.00 No MI 100194006040089246
NY 1,550.15 238,587.30 45.52 No MI 100284939604120059
NY 3,009.50 462,794.74 80.00 No MI 100284910160001199
NY 5,726.61 849,320.27 44.10 No MI 100284906050000366
UT 483.73 65,836.25 75.00 No MI 100114201000263066
OR 2,135.02 324,726.96 57.52 No MI 100114201000265533
ID 1,582.29 217,000.00 70.00 No MI 100114201000260260
WA 1,691.67 280,000.00 80.00 No MI 100134001100119689
CA 1,989.79 323,762.83 80.00 No MI 100134001100113294
FL 1,992.76 284,146.00 95.00 United Guaranty 100442214185668895
WA 1,274.03 180,000.00 80.00 No MI 100146001296964159
OH 411.84 56,760.91 80.00 No MI 100196368000815939
MD 4,062.50 650,000.00 79.75 No MI 100196368000827033
MD 1,615.00 228,000.00 80.00 No MI 100196368000871593
VA 2,489.17 412,000.00 80.00 No MI 100196368000837594
MD 617.67 87,200.00 80.00 No MI 100196368000864879
MD 2,068.33 292,000.00 80.00 No MI 100196368000872302
CO 701.50 110,400.00 80.00 No MI 100196368000874787
MD 1,671.67 236,000.00 80.00 No MI 100196368000866734
CA 7,004.38 1,120,700.00 70.00 No MI 100019977910000518
IA 777.79 99,940.96 80.00 No MI 0
SC 4,666.67 700,000.00 80.00 No MI 0
MD 1,581.67 208,000.00 80.00 No MI 100091200001048911
FL 1,001.41 147,900.00 79.99 No MI 100022100155046089
FL 847.92 148,000.00 80.00 No MI 0
FL 965.20 151,900.00 79.99 No MI 0
FL 955.19 147,900.00 79.99 No MI 0
FL 1,208.75 183,845.42 80.00 No MI 100022100154613202
CA 3,440.14 492,000.00 80.00 No MI 100067301000287888
CA 2,262.03 339,721.30 80.00 No MI 100067307000287299
WA 1,930.86 272,602.56 62.00 No MI 100067307000287505
GA 2,896.64 359,803.36 75.00 No MI 100263700001062830
SC 351.00 46,800.00 65.00 No MI 100263700004060815
SC 393.88 48,410.00 72.25 No MI 100263700004062563
GA 498.96 67,954.37 80.00 No MI 100263700000961107
FL 659.10 91,869.72 80.00 No MI 100263700000961321
GA 1,860.00 288,000.00 80.00 No MI 100263700001062889
GA 1,010.73 142,696.64 70.00 No MI 100263700001061386
SC 668.53 97,846.64 79.35 No MI 100039295066387627
NV 1,538.33 284,000.00 80.00 No MI 100062500080623376
CO 1,236.23 204,892.00 80.00 No MI 100062500080651047
NV 1,982.87 305,492.28 80.00 No MI 100062500080672035
UT 1,066.10 179,286.13 80.00 No MI 100062500080722319
GA 2,206.16 322,893.91 79.99 No MI 100022100137749974
GA 1,675.32 239,243.25 79.99 No MI 100022100152470183
GA 599.32 78,800.99 79.97 No MI 100022100152649489
GA 741.77 104,570.29 80.00 No MI 100022100138490396
GA 2,647.75 498,400.00 80.00 No MI 0
GA 893.00 150,400.00 80.00 No MI 0
FL 892.50 136,000.00 79.07 No MI 100022100154607022
GA 1,436.36 197,963.67 79.99 No MI 100022100153030432
NC 1,349.08 207,820.92 78.49 No MI 0
GA 1,026.00 182,400.00 80.00 No MI 0
GA 2,835.00 504,000.00 80.00 No MI 100022100153956198
GA 1,082.08 196,000.00 80.00 No MI 0
GA 3,443.77 550,974.75 80.00 No MI 0
GA 5,108.19 943,050.00 75.00 No MI 100022100138199823
GA 1,173.94 144,093.29 74.99 No MI 0
GA 6,019.10 964,800.00 79.99 No MI 100022100138243399
NC 362.90 51,861.48 67.40 No MI 100022100154570139
FL 659.01 94,180.05 65.00 No MI 100022100153858345
GA 814.68 115,100.00 79.99 No MI 100022100155137326
GA 895.16 124,861.81 79.98 No MI 0
GA 3,386.45 550,000.00 68.21 No MI 100022100137812996
GA 755.16 107,919.85 80.00 No MI 100022100154473110
NC 1,732.68 244,622.82 80.00 No MI 0
GA 3,590.15 567,486.52 80.00 No MI 100022100152310793
GA 3,992.15 639,307.33 72.72 No MI 100022100153358544
NC 1,363.67 199,587.18 79.99 No MI 0
GA 2,989.53 503,500.00 69.45 No MI 0
GA 424.68 59,956.57 80.00 No MI 0
NC 397.79 56,159.32 74.93 No MI 100022100152961488
GA 575.25 93,600.00 80.00 No MI 100022100153507884
GA 2,556.13 471,900.00 80.00 No MI 0
GA 1,051.09 159,865.58 72.73 No MI 100022100153378013
NC 657.42 85,448.20 90.00 GE Capital MI 100022100153916184
FL 1,103.63 154,050.00 65.00 No MI 100022100154460406
FL 3,018.04 426,091.38 65.00 No MI 0
NC 385.75 54,460.55 74.66 No MI 100022100152960563
GA 3,276.84 582,550.00 79.92 No MI 0
GA 773.56 111,914.78 80.00 No MI 0
GA 3,665.99 580,000.00 80.00 No MI 100022100153975990
FL 3,025.39 466,048.40 78.56 No MI 0
FL 1,050.00 168,000.00 73.04 No MI 100271100000240349
NJ 1,420.83 248,000.00 80.00 No MI 100271100000237733
NY 2,562.81 417,000.00 77.22 No MI 100271100000235919
FL 926.05 135,750.00 75.00 No MI 100271100000235513
CA 2,041.88 363,000.00 55.00 No MI 100271100000229987
NJ 2,366.00 405,600.00 80.00 No MI 100271100000223212
FL 698.96 110,000.00 39.29 No MI 100271100000236560
MO 1,691.55 250,000.00 64.94 No MI 100258910060413017
VA 2,182.96 319,750.37 80.00 No MI 100258940060303066
VA 1,147.57 179,336.30 65.00 No MI 100258910060425490
OH 790.09 123,602.77 79.11 No MI 100115600097703638
IN 551.25 98,000.00 80.00 No MI 100115600098677971
IN 551.25 98,000.00 80.00 No MI 100115600098693069
OH 2,377.33 337,928.07 77.27 No MI 100115600098925065
OH 1,275.39 172,592.94 90.00 No MI 100115600098952697
IN 510.75 90,800.00 80.00 No MI 100115600098690255
OH 778.59 128,808.58 65.00 No MI 100115600099428630
IN 608.54 108,185.00 80.00 No MI 100115600098680926
MI 3,611.35 559,421.32 80.00 No MI 100115600091452778
IN 608.54 108,185.00 80.00 No MI 100115600098679878
IN 510.75 90,800.00 80.00 No MI 100115600098680769
IN 631.08 108,185.00 80.00 No MI 100115600052548754
IN 510.75 90,800.00 80.00 No MI 100115600098680686
OH 372.67 60,473.26 90.00 No MI 100074500000343101
UT 9,308.29 1,330,262.02 75.00 No MI 100099210604070016
UT 1,017.31 141,899.77 74.74 No MI 100099230605080004
MN 702.38 107,030.00 70.00 No MI 100431500000005484
MN 786.62 121,800.00 70.36 No MI 100431500000006623
TX 1,676.36 231,040.89 80.00 No MI 100198900000053687
TX 773.72 107,922.77 77.14 No MI 100198900000052317
CA 1,251.54 231,053.13 65.00 No MI 100198900000046871
TX 931.34 130,000.00 65.00 No MI 100198900000058132
TX 730.53 101,970.00 75.00 No MI 100198900000055229
TX 628.12 99,375.00 75.00 No MI 100198900000056599
TN 660.76 94,429.87 70.00 No MI 100198900000055146
TX 1,206.52 166,285.48 80.00 No MI 100198900000054073
TX 708.30 101,300.00 64.94 No MI 100198900000054966
TX 1,229.72 169,600.00 80.00 No MI 100198900000058447
TX 516.71 67,200.00 80.00 No MI 100198900000060807
CA 1,104.21 207,850.57 58.47 No MI 100198900000046780
TX 699.21 99,925.79 80.00 No MI 100198900000050147
TX 479.80 62,400.00 80.00 No MI 100198900000060856
TX 817.46 115,967.96 80.00 No MI 100198900000058090
TX 890.97 122,795.43 80.00 No MI 100198900000056698
GA 832.37 117,600.00 80.00 No MI 100187100511359078
GA 967.98 131,920.00 80.00 No MI 100187100511342967
AZ 688.33 112,000.00 51.61 No MI 100240406040515659
AZ 1,463.47 194,800.00 80.00 No MI 100240406050516860
OR 1,092.99 158,008.44 75.00 No MI 100400200000428887
GA 3,459.91 565,000.00 56.22 No MI 100022100153838701
GA 481.04 71,342.90 70.00 No MI 100022100153429428
AZ 1,662.50 285,000.00 75.00 No MI 100199500137575237
AZ 1,076.91 150,213.91 80.00 No MI 100199500154029282
WI 366.06 52,958.71 61.63 No MI 100220710000120309
TX 964.20 132,980.00 80.00 No MI 100016900060982718
TX 706.93 101,104.00 80.00 No MI 100016900054890182
TX 645.23 86,900.00 94.98 Radian Guaranty 100016900058862963
TX 609.67 84,979.49 79.99 No MI 100016900061011251
ID 927.49 135,960.00 80.00 No MI 100016910001004647
GA 1,253.33 188,000.00 80.00 No MI 100016900053816113
GA 2,445.00 391,200.00 80.00 No MI 100016900055030812
WA 708.00 115,200.00 80.00 No MI 100016900062192993
TX 970.14 133,707.92 80.00 No MI 100016900060982973
WA 632.20 95,024.00 80.00 No MI 100016910000051029
CO 4,956.25 780,000.00 80.00 No MI 100016910000824110
IN 572.07 74,354.93 80.00 No MI 100399600000122725
GA 660.83 104,000.00 80.00 No MI 100399600000124952
MN 2,433.27 348,000.00 80.00 No MI 100399600000123558
MN 645.83 100,000.00 62.50 No MI 100399600000124390
TX 1,574.09 211,861.33 80.00 No MI 100251800000019247
FL 365.92 55,000.00 59.14 No MI 100251800000021185
TX 401.01 50,400.00 80.00 No MI 100251800000021888
TX 469.34 68,746.33 80.00 No MI 100251800000017423
TX 849.28 114,306.17 80.00 No MI 0
TX 669.44 90,101.02 80.00 No MI 100251800000016888
TX 292.45 37,577.80 80.00 No MI 0
TX 469.45 73,880.00 80.00 No MI 100251800000021698
TX 651.76 87,722.58 80.00 No MI 100251800000018561
NC 998.71 146,170.89 80.00 No MI 100251800000016326
TX 1,473.34 203,060.16 80.00 No MI 100251800000019098
NM 679.48 95,860.60 80.00 No MI 0
NC 525.01 67,460.15 90.00 GE Capital MI 100251800000017522
TX 379.87 54,958.15 78.57 No MI 100251800000019106
TX 458.23 79,982.48 80.00 No MI 100251800000016425
TX 393.68 51,168.99 80.00 No MI 100251800000018215
TX 455.89 56,002.19 80.00 No MI 100251800604180031
VA 433.58 61,963.98 90.00 Republic MIC 100251800000017613
FL 796.08 129,948.71 62.05 No MI 100251800000016615
CO 927.76 135,893.91 80.00 No MI 100095303311003786
CO 991.25 156,000.00 80.00 No MI 100095307013500114
CO 1,524.09 231,523.41 80.00 No MI 100095306537701075
CA 3,718.23 605,000.00 62.05 No MI 100034200057092789
MA 2,369.00 329,600.00 80.00 No MI 100034200005458918
VA 1,643.33 272,000.00 80.00 No MI 100034200057127353
FL 1,574.89 235,924.69 80.00 No MI 100273306041010694
GA 696.09 121,500.00 75.00 No MI 100148706023810008
TX 612.57 94,849.14 70.00 No MI 100424906030030278
TX 365.42 46,423.28 70.00 No MI 100424906040037511
TX 407.30 51,162.30 70.00 No MI 100424906050043326
LA 417.64 57,520.46 80.00 No MI 100424906030033496
UT 818.45 118,500.00 60.00 No MI 100424906050042070
TX 335.92 42,650.69 70.00 No MI 100424906040037479
TX 330.19 44,517.31 90.00 United Guaranty 100424906040041281
IL 576.85 82,500.00 75.00 No MI 100424906040038485
TX 583.34 74,955.72 75.00 No MI 100424906050045313
TX 346.93 44,074.63 70.00 No MI 100424906040037495
TX 395.44 49,672.13 70.00 No MI 100424906050043284
CO 727.00 116,320.00 80.00 No MI 100424906030029791
SC 476.58 65,360.00 65.00 No MI 100424906020026716
IL 754.74 102,050.00 65.00 No MI 100424906010020398
MD 1,150.00 184,000.00 80.00 No MI 100038500010133752
GA 790.50 122,400.00 80.00 No MI 100038500010136771
MD 2,175.00 360,000.00 80.00 No MI 100038500010140765
AL 635.43 91,929.99 80.00 No MI 100038500010132903
FL 1,476.78 224,611.14 80.00 No MI 100038500010135278
AL 706.10 107,596.00 80.00 No MI 100038500010140930
GA 699.21 99,886.95 79.05 No MI 100038500010129974
FL 2,693.33 404,000.00 80.00 No MI 100038500010137811
MS 1,188.68 165,920.00 80.00 No MI 100038500010142407
MD 399.19 59,901.34 65.93 No MI 100038500010127846
AL 972.47 140,800.00 80.00 No MI 100038500010139825
NC 560.60 76,400.00 80.00 No MI 100038500010139510
GA 825.07 111,120.00 80.00 No MI 100038500010139643
NC 2,700.00 405,000.00 90.00 GE Capital MI 100083300000010746
WI 795.67 123,200.00 80.00 No MI 100083300000011397
MI 975.75 136,200.00 80.00 No MI 100133001000557856
MA 1,729.79 259,786.88 57.78 No MI 100209600002210072
FL 1,206.56 162,393.70 65.00 No MI 100255500000041037
CA 4,997.94 649,606.23 79.27 No MI 100096000016008503
NV 1,349.02 193,292.00 80.00 No MI 0
CA 1,450.14 199,584.37 80.00 No MI 100096000015006391
TX 1,233.15 156,568.98 95.00 PMI 100096000060328021
NV 643.28 91,931.72 80.00 No MI 100096000060424069
NV 1,671.67 272,000.00 80.00 No MI 100096000060503011
NV 1,246.55 189,951.00 80.00 No MI 100096000060425025
CO 1,051.09 160,000.00 80.00 No MI 100096000060523092
CT 693.00 100,800.00 70.00 No MI 100238508482056631
MA 662.86 115,700.00 65.00 No MI 100124100000022308
NJ 775.98 113,750.00 65.00 No MI 100124100000022829
CA 3,141.67 464,000.00 80.00 No MI 100146900008046629
CA 4,812.50 660,000.00 80.00 No MI 100146900008041224
CA 2,795.11 399,154.80 65.00 No MI 100146900008037883
OH 379.17 52,000.00 80.00 No MI 100431900103643019
TX 634.19 87,405.81 90.00 Triad Guaranty 100431900103613723
HI 5,397.58 925,300.00 79.99 No MI 100431900103690036
AZ 1,292.50 264,000.00 80.00 No MI 100431900103499586
IL 2,555.00 292,000.00 80.00 No MI 100431900103606834
OH 321.98 58,320.00 80.00 No MI 0
AZ 3,977.47 467,719.83 80.00 No MI 100431900103698294
FL 1,831.13 231,300.00 79.97 No MI 100431900103611503
LA 326.72 46,125.00 75.00 No MI 100431900103649750
OH 344.53 52,500.00 75.00 No MI 100431900103560403
CA 627.61 91,783.36 80.00 No MI 100431900103525299
FL 1,693.36 318,750.00 75.00 No MI 100431900103495535
AZ 2,184.04 294,029.80 79.49 No MI 100431900103652440
WI 441.05 67,823.36 80.00 No MI 100431900103546444
NV 2,737.57 415,862.43 80.00 No MI 100431900103653745
WA 1,475.43 183,950.00 80.00 No MI 100431900103652747
TX 495.00 74,250.00 75.00 No MI 100431900103637144
OH 475.47 67,898.21 80.00 No MI 100431900103598387
NC 1,076.48 139,915.19 80.00 No MI 100431900103678247
LA 861.25 156,000.00 80.00 No MI 100431900103504484
TX 823.75 131,800.00 79.99 No MI 100431900103626220
TX 579.50 97,600.00 80.00 No MI 100020700194841796
AL 565.33 84,799.99 80.00 No MI 100020700194756317
NC 1,040.60 166,496.00 80.00 No MI 100020700194610787
TX 579.50 97,600.00 80.00 No MI 100020700194729439
AL 356.16 50,283.57 80.00 No MI 100020700194930060
NC 567.00 90,720.00 80.00 No MI 100020700004599287
AL 425.79 63,947.54 80.00 No MI 100020700194603931
TX 2,399.71 342,945.29 80.00 No MI 100020700190667864
AL 707.88 106,312.78 80.00 No MI 100020700194796099
TX 721.59 103,123.41 80.00 No MI 100149500055600414
TX 1,131.85 167,865.65 80.00 No MI 100149500055598949
TX 641.25 93,589.89 80.00 No MI 100149500055600133
OH 1,041.44 188,639.00 80.00 No MI 100027605111912286
MD 4,072.96 620,000.00 71.15 No MI 100027605122715868
VA 3,249.13 98,717.75 79.99 No MI 100027605110302331
OH 962.68 168,032.00 80.00 No MI 100027605112112621
OH 1,349.89 227,350.00 80.00 No MI 100027606011104594
OH 1,317.56 234,232.00 80.00 No MI 100027605102815605
VA 7,020.84 980,000.00 80.00 No MI 100027606022113279
VA 2,206.80 347,300.00 80.00 No MI 100027605120402048
NJ 4,769.47 649,563.86 77.22 No MI 100027606010502111
PA 2,034.70 315,050.00 79.99 No MI 100027600807737139
MD 1,371.76 215,884.00 80.00 No MI 100027605121509353
NJ 2,012.63 297,250.00 80.00 No MI 100027605111609700
MD 2,899.69 448,984.00 79.98 No MI 100027605072916771
MD 3,700.51 572,982.00 80.00 No MI 100027606012410859
OH 1,500.74 214,472.71 80.00 No MI 100027605121207420
FL 1,616.18 233,281.19 75.00 No MI 100134600206010021
GA 1,443.90 204,000.00 80.00 No MI 100134600206050910
CA 1,177.00 183,934.67 80.00 No MI 100121700060501860
CA 1,513.56 229,923.94 45.10 No MI 100121700060502082
MA 2,150.00 344,000.00 80.00 No MI 100302600970600052
FL 711.88 107,000.00 64.85 No MI 100022100155859531
AZ 790.00 126,400.00 80.00 No MI 100188601000119716
AZ 1,415.59 199,855.24 80.00 No MI 100188601000119666
GA 1,090.38 171,600.00 80.00 No MI 100032100001023983
GA 1,235.46 170,274.74 80.00 No MI 100032100001024668
GA 788.71 112,716.29 80.00 No MI 100032100001026846
GA 1,675.00 268,000.00 80.00 No MI 100032100001023801
GA 561.66 98,036.00 80.00 No MI 100032100001018603
GA 912.39 144,088.31 80.00 No MI 100032100001020252
GA 1,140.67 185,600.00 80.00 No MI 100032100001022183
NC 1,151.22 190,546.70 80.00 No MI 100032100001014826
GA 1,240.00 192,000.00 80.00 No MI 100032100001024924
GA 734.40 130,560.00 80.00 No MI 100032100001021854
GA 752.36 101,127.80 80.00 No MI 0
GA 1,108.17 168,548.28 100.00 Radian Guaranty 100032100001027844
GA 336.75 43,769.47 80.00 No MI 100032100001028818
GA 776.95 104,433.26 80.00 No MI 100032100001008604
GA 1,181.42 160,899.97 80.00 No MI 100032100001026523
SC 877.69 145,272.00 80.00 No MI 100032100001018306
GA 1,129.86 176,299.32 80.00 No MI 100032100001022878
GA 1,165.44 159,832.00 80.00 No MI 100032100001020914
GA 668.18 108,720.00 80.00 No MI 100032100001021185
GA 734.67 121,600.00 80.00 No MI 100032100001019239
GA 761.25 116,000.00 80.00 No MI 100032100001021896
GA 1,134.98 160,232.00 80.00 No MI 100032100001029774
GA 839.75 134,360.00 80.00 No MI 100032100001020633
GA 1,272.94 214,390.00 80.00 No MI 100032100001011442
GA 615.77 107,480.00 80.00 No MI 100032100001023017
GA 1,246.10 178,545.00 80.00 No MI 100032100000619641
GA 597.13 108,160.00 80.00 No MI 100032100001019577
GA 563.08 93,199.00 80.00 No MI 100032100001012366
GA 501.50 81,600.00 80.00 No MI 100032100001021607
GA 708.36 102,481.96 80.00 No MI 100032100001024569
GA 969.68 145,510.36 80.00 No MI 100032100001017266
GA 1,146.00 167,729.11 80.00 No MI 0
GA 763.61 102,640.82 80.00 No MI 100032100001008588
GA 792.07 114,504.94 80.00 No MI 100032100001005386
GA 785.19 127,760.00 80.00 No MI 100032100001003068
GA 1,373.99 211,657.61 80.00 No MI 100032100001029782
GA 1,002.82 150,608.45 80.00 No MI 100032100001026192
GA 950.37 137,495.30 80.00 No MI 100032100001023629
GA 936.75 140,800.00 80.00 No MI 100032100001030095
GA 689.23 116,080.00 80.00 No MI 100032100001024874
GA 844.09 120,630.41 80.00 No MI 100032100001010402
GA 918.78 137,872.94 79.98 No MI 100032100001019726
GA 1,222.81 186,140.00 80.00 No MI 100032100001031598
GA 1,233.66 171,956.14 80.00 No MI 100032100001021680
GA 683.54 95,208.67 80.00 No MI 100032100001011541
GA 454.50 80,800.00 80.00 No MI 100032100001020138
FL 1,387.20 195,848.15 80.00 No MI 100032100001029139
GA 353.27 44,375.11 80.00 No MI 100032100001018041
WY 1,768.13 255,805.20 80.00 No MI 100183102000168121
CO 775.00 120,000.00 30.15 No MI 100183102000157421
CO 5,195.83 860,000.00 80.00 No MI 100183102000170952
AR 1,188.23 182,558.58 80.00 No MI 100140900000248153
CA 1,987.03 353,250.00 65.00 No MI 100086600111035400
CA 984.38 175,000.00 12.80 No MI 100086600111036457
CA 1,593.05 242,296.27 43.30 No MI 100086600210063311
CA 995.63 176,999.25 62.11 No MI 100086600111033314
FL 1,304.30 236,250.00 75.00 No MI 100086600206000095
CA 5,307.19 999,000.00 64.45 No MI 100086600111033397
FL 503.75 78,000.00 80.00 No MI 100366000000027173
TX 1,090.50 150,296.50 80.00 No MI 100366000000027223
CO 1,570.26 213,856.41 69.99 No MI 100366000000027017
NY 2,066.67 320,000.00 80.00 No MI 100366000000023941
TX 917.37 131,102.63 80.00 No MI 100404400000038671
IN 580.17 84,000.00 80.00 No MI 100404400000045528
TX 876.42 135,009.66 80.00 No MI 100404400000046716
TX 719.01 110,760.56 80.00 No MI 100404400000045338
IN 677.20 106,575.00 70.00 No MI 0
TX 573.21 77,097.59 80.00 No MI 100404400000037673
IA 600.57 74,558.15 80.00 No MI 100404400000029894
TX 1,022.85 157,565.22 80.00 No MI 100404400000046666
MS 597.15 104,230.00 70.00 No MI 0
TX 816.71 114,000.00 80.00 No MI 100404400000043549
IN 563.59 81,600.00 80.00 No MI 100404400000045536
GA 1,174.15 170,000.00 80.00 No MI 100229330000153548
GA 997.50 152,000.00 80.00 No MI 100229330000151732
FL 1,254.82 168,889.45 65.00 No MI 100229330000132914
GA 996.67 138,922.99 80.00 No MI 100229330000143101
GA 743.69 101,283.99 80.00 No MI 100229330000142863
GA 389.29 54,960.19 68.32 No MI 100229330000135412
GA 858.00 124,800.00 80.00 No MI 100229330000108096
AL 422.53 50,225.28 75.00 No MI 100229330000150296
GA 1,200.42 169,477.25 80.00 No MI 100229330000146518
GA 1,177.92 205,600.00 80.00 No MI 100229330000162994
SC 839.06 119,821.32 73.62 No MI 100229330000132062
TN 1,819.25 306,400.00 80.00 No MI 100229330000151708
GA 2,447.25 349,740.25 71.72 No MI 100229330000133771
GA 1,429.84 209,436.49 80.00 No MI 100229330000142392
GA 542.50 84,000.00 80.00 No MI 100229330000140784
GA 636.60 111,116.00 80.00 No MI 100229330000146476
AL 728.93 110,960.00 80.00 No MI 100229330000161285
FL 965.25 129,914.96 65.00 No MI 100229330000150973
GA 3,546.35 619,000.00 29.20 No MI 100229330000131114
SC 462.23 63,705.86 70.83 No MI 100229330000150452
GA 446.92 58,270.42 70.00 No MI 100229330000143580
GA 982.40 142,895.00 79.99 No MI 100229330000142137
TN 995.67 164,800.00 80.00 No MI 100229330000152425
NC 826.67 124,000.00 80.00 No MI 100229330000137442
GA 644.77 89,872.55 52.94 No MI 0
GA 2,742.19 405,000.00 75.00 No MI 100022933000158802
GA 1,321.67 208,000.00 80.00 No MI 100229330000150221
GA 5,032.50 792,000.00 80.00 No MI 100229330000121461
NC 3,262.50 540,000.00 80.00 No MI 100229330000149181
MI 403.92 54,328.58 85.00 PMI 100053630322055375
TX 453.33 68,000.00 80.00 No MI 100053630021070980
KS 770.00 115,500.00 70.00 No MI 100053620141000595
OR 2,293.25 323,765.50 80.00 No MI 100053630021070287
MO 768.04 113,817.13 79.97 No MI 100053620081020132
FL 1,019.93 143,890.75 75.84 No MI 100053630322056290
TX 1,417.15 195,450.00 79.99 No MI 100053620011097408
TX 1,276.12 175,878.88 80.00 No MI 100034910240600948
TX 531.25 72,400.00 80.00 No MI 100053630681014500
TX 836.25 133,800.63 80.00 No MI 100053630061069678
IL 357.29 70,000.00 66.67 No MI 100053630322051952
TX 963.92 141,078.87 74.37 No MI 100053630791007691
UT 894.03 140,700.00 79.99 No MI 100053630021072176
WA 1,352.08 220,000.00 80.00 No MI 100053620111007091
MS 336.43 46,400.00 80.00 No MI 100053630641005275
TN 365.73 51,013.97 79.94 No MI 100053630061091151
TX 1,303.65 193,189.60 79.99 No MI 100053620011092599
TX 501.49 69,950.59 80.00 No MI 100053620011097309
TX 569.00 73,955.17 80.00 No MI 100053620171001141
TX 334.08 47,165.84 80.00 No MI 100053620011085841
TX 656.19 90,500.00 79.98 No MI 100053620101013562
MO 871.72 134,284.28 80.00 No MI 100053620081021460
TX 435.29 61,455.49 75.00 No MI 100053620011087094
TX 848.92 133,600.00 80.00 No MI 100053630791015538
TX 2,063.27 287,796.73 80.00 No MI 100053620171002040
CA 3,461.67 536,000.00 80.00 No MI 100171906040018441
CA 2,074.84 331,975.00 80.00 No MI 100171906030015530
IL 1,397.92 220,000.00 80.00 No MI 100113200154721946
IL 560.34 81,130.00 70.00 No MI 100113200154428252
FL 990.69 138,285.00 80.00 No MI 100057400002815498
NV 2,348.14 344,213.00 80.00 No MI 100057400002834861
AZ 2,068.51 310,657.15 80.00 No MI 100057400002484717
NV 1,695.44 258,352.00 80.00 No MI 100057400002827980
NV 1,595.64 225,438.00 80.00 No MI 100057400002823922
FL 1,199.66 171,444.67 80.00 No MI 100057400002780130
NC 1,422.33 219,292.00 80.00 No MI 100057400002631655
IL 1,831.29 255,620.00 80.00 No MI 100057400002675439
TX 1,155.07 162,955.02 80.00 No MI 100057400002770149
CO 852.88 123,390.03 80.00 No MI 100057400002828731
FL 2,142.53 285,188.00 80.00 No MI 100057400002527358
AZ 2,065.45 304,804.34 80.00 No MI 100574000002398297
NV 1,700.06 226,147.70 80.00 No MI 100057400002783233
FL 1,434.92 200,292.00 80.00 No MI 100057400002835637
AZ 2,274.46 317,479.00 80.00 No MI 100057400002432625
TX 677.06 104,298.12 80.00 No MI 100057400002568402
FL 2,722.33 345,644.37 80.00 No MI 100057400002518605
IL 2,614.57 364,952.00 80.00 No MI 100057400002749986
MI 1,271.72 177,386.71 80.00 No MI 100057400002792457
VA 5,283.11 719,516.89 80.00 No MI 100057400002655472
IL 1,876.94 281,540.00 80.00 No MI 100057400002678029
FL 1,162.09 192,345.00 80.00 No MI 100057400002380436
CA 1,998.56 292,968.00 80.00 No MI 100057400003451591
FL 1,541.86 202,856.00 80.00 No MI 100057400002835124
NV 1,349.30 195,211.35 80.00 No MI 100057400002645648
FL 999.07 137,789.00 80.00 No MI 100057400002833251
NM 1,590.49 267,872.00 80.00 No MI 100057400002817064
PA 1,203.20 180,850.00 79.99 No MI 100057400002543157
UT 1,604.67 265,600.00 80.00 No MI 100124700070124064
CO 457.50 59,463.96 80.00 No MI 100124700070154129
CO 2,475.22 353,737.28 78.67 No MI 100124700070139443
UT 1,724.90 211,887.18 80.00 No MI 100124700070149103
CO 586.57 78,948.33 68.70 No MI 100124700070142199
UT 944.21 146,200.00 80.00 No MI 100124700070151562
CO 1,633.42 228,000.00 80.00 No MI 100124700070161496
UT 1,600.00 240,000.00 80.00 No MI 100124700070145622
TX 619.82 92,000.00 80.00 No MI 100124700070153469
UT 1,398.43 199,851.57 80.00 No MI 100124700070138585
UT 1,483.02 214,556.61 80.00 No MI 100124700070142124
CO 501.12 70,748.75 73.75 No MI 100124700070137223
UT 855.84 122,309.16 80.00 No MI 100124700070152289
CO 933.33 160,000.00 80.00 No MI 100124700070144468
CO 549.20 67,500.00 71.05 No MI 100124700070159474
UT 1,372.06 223,250.00 95.00 PMI 100124700070126077
UT 1,814.46 238,614.51 80.00 No MI 100124700070154939
NV 2,633.76 385,780.82 80.00 No MI 100125300029374735
NV 1,214.17 188,000.00 80.00 No MI 100137306060028540
NV 1,499.50 239,920.00 80.00 No MI 100137306050026710
NV 1,085.00 168,000.00 80.00 No MI 100137306050026603
NV 966.00 201,600.00 80.00 No MI 100137306060027435
NV 1,338.75 204,000.00 80.00 No MI 100137306050026785
MA 3,875.00 620,000.00 51.67 No MI 100094600000439804
IL 859.75 144,800.00 80.00 No MI 100094600000430001
CA 4,332.45 650,666.22 68.55 No MI 100094600000433799
MA 2,457.46 346,948.71 80.00 No MI 100094600000434250
CA 3,675.80 551,133.41 56.96 No MI 100094600000422628
CO 781.72 111,800.00 78.84 No MI 0
MI 484.41 71,784.65 79.98 No MI 100094600000428856
MA 1,415.59 199,709.57 79.05 No MI 100094600000434433
MA 1,475.34 211,000.00 64.92 No MI 0
VA 466.42 70,940.35 69.27 No MI 100094600000432981
CA 1,575.00 252,000.00 60.29 No MI 100063100076912559
ME 1,342.49 191,857.51 80.00 No MI 100196600000339522
ME 1,327.11 176,537.36 78.86 No MI 100196600000263789
NH 1,598.72 207,794.05 80.00 No MI 100196600000339118
AZ 1,274.03 179,738.61 80.00 No MI 100265600005048074
MO 506.23 72,346.27 80.00 No MI 100265600005044982
OK 659.10 93,052.60 80.00 No MI 100265600005035238
OH 668.88 92,122.60 75.00 No MI 100265600005025288
OK 392.01 50,370.24 80.00 No MI 100265600005028134
OK 398.23 51,169.77 80.00 No MI 100265600005026369
OH 832.37 117,514.88 80.00 No MI 100265600005032904
OK 398.23 51,139.32 80.00 No MI 100265600005031781
AZ 698.50 97,431.19 65.00 No MI 100265600005055129
AZ 1,082.78 162,616.59 75.00 No MI 100265600005043075
FL 512.52 77,952.46 65.00 No MI 100265600005021873
OK 361.57 52,310.16 75.00 No MI 100265600005036657
TX 522.86 67,958.81 80.00 No MI 100265600005017871
OK 409.08 51,939.96 80.00 No MI 100265600004258393
OK 392.01 50,340.27 80.00 No MI 100265600005028191
MI 1,093.90 143,830.54 80.00 No MI 100265600005050054
TX 525.54 74,196.26 75.00 No MI 100265600005049411
TX 591.12 75,809.22 80.00 No MI 0
TX 509.61 71,947.89 75.00 No MI 100026560000504942
TX 385.04 54,321.01 80.00 No MI 100265600005028167
TX 648.99 93,820.56 78.98 No MI 100265600005039321
TX 690.68 88,694.76 80.00 No MI 100265600005026443
AR 700.17 87,950.66 80.00 No MI 100265600005037267
TX 390.70 55,119.84 80.00 No MI 100265600005028142
TX 383.08 50,337.12 80.00 No MI 100265600005014928
FL 660.76 94,359.30 67.99 No MI 100265600005020347
TX 657.01 93,824.10 78.98 No MI 100265600005017814
TX 828.12 119,808.77 74.98 No MI 100031700003387608
UT 1,916.07 287,287.65 80.00 No MI 100031700003313604
TX 631.06 83,946.44 70.00 No MI 100031700003397045
FL 1,347.98 197,445.85 80.00 No MI 100031700003378367
UT 322.86 44,000.00 80.00 No MI 100031700003407109
FL 773.80 103,000.00 80.00 No MI 100031700003396922
TX 406.04 55,922.67 80.00 No MI 100031700003360654
FL 1,547.45 215,847.55 80.00 No MI 100031700003386410
TX 881.25 121,437.61 80.00 No MI 100031700003347462
FL 1,080.84 176,430.36 64.89 No MI 100031700003373178
UT 713.22 97,134.78 80.00 No MI 100031700003389836
TX 933.89 128,711.36 80.00 No MI 100031700003374622
FL 796.27 112,418.57 77.59 No MI 100031700003359003
FL 1,130.21 175,000.00 57.00 No MI 0
UT 540.75 82,400.00 80.00 No MI 100031700003368533
CO 1,298.32 190,320.00 80.00 No MI 100031700003407869
TX 2,697.26 372,000.00 80.00 No MI 100031700003411853
ID 760.75 108,719.25 76.89 No MI 100031700003384654
CO 1,542.95 212,800.00 80.00 No MI 100031700003398076
UT 904.89 124,714.11 80.00 No MI 100031700003394455
FL 1,960.19 263,827.31 80.00 No MI 100031700003366594
UT 895.92 139,672.42 80.00 No MI 100031700003365596
TX 1,125.33 168,800.00 80.00 No MI 100031700003382773
UT 725.83 104,000.00 80.00 No MI 0
TX 581.73 81,142.69 80.00 No MI 100031700003343510
CA 2,990.91 412,216.12 75.00 No MI 1000317-0000335720
TX 675.06 91,876.13 80.00 No MI 100031700003367170
OR 623.44 105,000.00 46.67 No MI 100031700003389217
UT 1,011.15 146,400.00 80.00 No MI 100031700003398225
FL 925.57 118,929.74 79.33 No MI 100031700003372501
FL 886.39 120,637.34 80.00 No MI 100031700003358591
FL 466.38 65,007.82 70.00 No MI 100031700003365802
TX 2,416.10 336,772.41 95.00 Radian Guaranty 100031700003352339
CO 1,361.95 216,000.00 80.00 No MI 100031700003385081
CO 1,087.98 155,484.52 80.00 No MI 100031700003373947
TX 1,031.57 140,491.67 80.00 No MI 100031700003368897
CO 1,088.75 160,800.00 80.00 No MI 100031700003372741
FL 550.48 83,622.33 69.71 No MI 100031700003378292
CA 2,372.43 326,974.82 80.00 No MI 100031700003377294
TX 994.52 135,445.05 80.00 No MI 100031700003370802
FL 762.08 124,000.00 80.00 No MI 100031700003378755
UT 2,074.24 315,095.76 80.00 No MI 100031700003387145
TX 2,047.30 292,582.70 80.00 No MI 100031700003380934
UT 1,928.37 284,912.25 79.83 No MI 100031700003398050
WA 1,280.00 204,800.00 80.00 No MI 100031700003373749
UT 934.20 130,400.00 80.00 No MI 100031700003403751
TX 685.26 102,830.65 80.00 No MI 100031700003334121
CA 9,944.93 1,421,244.45 75.00 No MI 100031700003381536
FL 399.17 54,363.50 80.00 No MI 100031700003384910
TX 672.03 99,670.24 75.00 No MI 100031700003387715
CO 2,005.95 279,802.38 84.85 PMI 100031700003393200
TX 837.66 116,842.48 75.00 No MI 100031700003376718
CA 3,672.52 629,575.00 57.27 No MI 100031700003340037
FL 956.30 150,500.00 70.00 No MI 100031700003381791
CA 2,245.08 309,636.00 80.00 No MI 100047132260500826
NC 1,456.29 210,689.56 80.00 No MI 100047132160300285
TX 1,165.50 177,600.00 80.00 No MI 100047152206013551
MI 563.54 76,748.46 80.00 No MI 100032410680837425
IL 2,655.47 332,995.25 75.00 No MI 100032435060001045
MI 1,051.09 159,320.14 80.00 No MI 100032410600427208
OH 783.08 107,925.67 80.00 No MI 100032410614000348
MI 472.99 71,631.81 72.00 No MI 100032410500425427
NV 1,007.50 186,000.00 60.78 No MI 100163177000742947
OH 956.49 145,477.68 80.00 No MI 100185100605150054
CA 1,826.09 302,250.00 60.45 No MI 100079600600601349
CA 2,275.00 312,000.00 80.00 No MI 100079600710600470
VA 1,450.00 232,000.00 80.00 No MI 100078200000207259
MD 2,777.08 430,000.00 80.00 No MI 100078200000208562
MD 440.59 61,456.60 75.00 No MI 100078200000210154
VA 870.66 128,590.00 70.00 No MI 100078200000211855
VA 602.38 86,021.72 74.98 No MI 100078200000206459
GA 3,722.74 539,000.00 70.00 No MI 100078200000211707
VA 2,447.25 349,740.25 75.27 No MI 100078200000208182
CT 1,538.45 206,513.06 80.00 No MI 100190821121069477
GA 567.95 84,096.55 65.39 No MI 100135813100120064
ME 484.61 61,600.00 80.00 No MI 100135811060007834
GA 1,192.42 215,985.00 80.00 No MI 100190822360081249
GA 599.67 89,950.00 74.96 No MI 100135813080044565
MI 818.44 133,597.26 45.00 No MI 100194924106032134
NV 1,855.82 318,140.00 80.00 No MI 100194924106031383
NV 1,711.58 279,301.30 73.55 No MI 100194924106032126
NV 1,678.11 239,821.89 60.00 No MI 100194924106029593
ID 1,528.07 223,825.26 80.00 No MI 100194924106030856
AZ 971.25 148,000.00 80.00 No MI 100194972106030798
MI 476.13 64,083.05 75.00 No MI 100173250010074797
MI 612.56 82,500.00 75.00 No MI 100173250010073427
TX 928.63 131,200.00 80.00 No MI 100173250010077097
TX 928.63 131,200.00 80.00 No MI 100173250010077113
NE 558.91 73,500.00 70.00 No MI 100173250020077947
CA 1,604.90 248,500.00 70.00 No MI 100173250010073708
AZ 1,000.50 165,600.00 80.00 No MI 100070706050091110
AZ 1,085.00 168,000.00 80.00 No MI 100070706050091235
AZ 918.33 152,000.00 80.00 No MI 100070706050091573
AZ 1,529.39 240,691.00 80.00 No MI 100070706060092561
AZ 1,574.74 226,942.93 80.00 No MI 100070705120075871
AZ 1,576.42 260,924.00 80.00 No MI 100070706050090674
AZ 873.01 126,303.82 80.00 No MI 100070706050091458
IL 882.00 151,200.00 80.00 No MI 100034683320101075
NC 708.76 105,200.00 80.00 No MI 100065500000250331
TN 740.00 142,080.00 80.00 No MI 100065500000245075
TX 422.66 56,224.13 80.00 No MI 100307100000158887
TX 726.73 101,368.40 80.00 No MI 100307100000155461
TX 1,512.69 187,897.31 80.00 No MI 100307100000156428
TX 367.76 56,651.18 70.00 No MI 100307100000151130
TX 479.02 71,761.85 80.00 No MI 100307100000014676
OH 572.89 71,161.11 80.00 No MI 0
SC 541.04 67,961.88 80.00 No MI 100085600023777371
GA 1,989.60 274,211.15 80.00 No MI 100085600023800959
GA 761.19 115,991.00 80.00 No MI 100085600023089637
GA 788.30 108,720.00 80.00 No MI 100085600023835948
GA 3,533.85 575,000.00 74.19 No MI 100085600023909537
MI 444.75 59,124.24 80.00 No MI 100063700002735592
MI 353.63 51,161.04 80.00 No MI 100063700002735626
MI 430.95 65,433.71 80.00 No MI 100063700002732029
GA 806.71 116,711.12 79.46 No MI 100063700002736871
MI 699.93 97,631.05 78.47 No MI 100063700002736020
MI 442.89 57,565.11 80.00 No MI 100063700002735378
MN 932.52 131,654.64 85.00 United Guaranty 100063700002722673
CA 2,519.38 417,000.00 78.68 No MI 100040700106005445
WA 1,245.17 192,800.00 80.00 No MI 100040700606000722
CA 1,528.83 215,368.69 80.00 No MI 100040700100600120
PA 950.23 135,799.15 79.99 No MI 100076500000922563
DE 501.89 68,354.11 80.00 No MI 100076500001003090
PA 1,672.52 239,022.48 80.00 No MI 0
NJ 939.32 135,896.51 80.00 No MI 100076500000995510
PA 1,479.49 219,600.00 80.00 No MI 100076500000192555
PA 884.77 123,236.81 95.00 Republic MIC 100076500000934147
NJ 712.47 103,632.00 80.00 No MI 100076500001013370
NJ 872.62 124,707.38 80.00 No MI 100076500001005517
NJ 1,161.26 165,956.74 80.00 No MI 100076500001002167
PA 2,463.12 347,494.66 79.09 No MI 100076500000995395
NJ 1,390.39 191,495.21 80.00 No MI 100076500000199154
PA 1,138.00 156,841.98 79.99 No MI 100076500000935615
PA 3,072.16 456,000.00 80.00 No MI 100076500000844676
NJ 1,713.63 251,004.04 80.00 No MI 100076500001002159
NJ 727.23 96,738.27 80.00 No MI 100076500000191342
PA 1,140.78 163,030.92 80.00 No MI 100076500001008313
PA 2,091.53 278,400.00 80.00 No MI 100076500001026240
DE 764.42 107,921.83 72.00 No MI 100076500001201421
NJ 1,025.00 164,000.00 80.00 No MI 100076500001013198
DE 1,538.27 219,836.73 80.00 No MI 100076500001009774
PA 917.01 127,909.66 80.00 No MI 100076500001005277
IN 524.91 75,942.17 80.00 No MI 100209500100298450
FL 768.14 99,838.48 79.98 No MI 100209500100298625
CO 823.58 108,288.65 80.00 No MI 100198400011077049
WI 816.00 109,828.11 70.00 No MI 100272406051004594
WI 389.25 52,390.71 75.00 No MI 100272406051004271
WI 765.85 105,552.31 65.00 No MI 100272406052610431
MN 424.84 52,742.10 80.00 No MI 100272406041795871
WI 628.65 87,688.07 65.00 No MI 100272406050201845
MN 820.12 107,900.00 79.99 No MI 100272406060712831
IA 522.35 73,800.00 80.00 No MI 100293000154014256
VA 1,930.49 260,000.00 79.83 No MI 100293000153834092
MD 1,102.11 152,000.00 80.00 No MI 100293000154950624
GA 1,141.00 155,500.00 79.34 No MI 100293000153439165
IL 841.42 112,000.00 80.00 No MI 100293000154440527
VA 438.15 70,104.00 80.00 No MI 100293000153784669
FL 963.49 139,500.00 75.00 No MI 100293000000636641
VA 358.56 50,050.00 65.00 No MI 100289400000043242
NJ 6,486.70 974,200.80 60.00 No MI 100212001000233841
NJ 6,599.80 991,186.87 62.59 No MI 100212001000215095
NJ 6,378.59 958,750.00 65.00 No MI 100212001000233858
TX 669.79 87,055.22 80.00 No MI 100034683335101763
MI 813.27 113,359.24 80.00 No MI 100034683320100085
CA 2,435.83 359,888.79 80.00 No MI 100034600005073213
CA 1,334.13 183,873.37 80.00 No MI 100034600005071258
CO 673.28 114,899.00 58.97 No MI 100034683320101877
MA 2,146.21 296,000.00 80.00 No MI 100102373590157018
TX 545.20 79,857.65 80.00 No MI 100034683335102191
MA 985.39 150,000.00 57.69 No MI 100102373590158610
TX 576.70 85,600.00 80.00 No MI 100034683335102886
VA 1,867.50 332,000.00 80.00 No MI 100102373590156044
NH 598.77 89,926.23 45.00 No MI 100102373590157042
MA 1,132.47 159,884.20 80.00 No MI 100102373590157208
RI 1,917.23 254,873.42 80.00 No MI 100102373590156788
IL 1,163.75 196,000.00 80.00 No MI 100092047103070395
AZ 1,834.00 314,400.00 80.00 No MI 100092047101763546
WA 2,212.54 336,800.00 80.00 No MI 100092047100557857
MA 854.01 130,000.00 43.33 No MI 100092047101687398
MO 497.94 61,167.44 80.00 No MI 100031231707426815
WI 681.98 90,930.00 70.00 No MI 100031205407429634
GA 646.10 95,169.45 70.00 No MI 100031205407393673
MO 893.48 116,200.00 70.00 No MI 100031231707518223
MO 893.48 116,200.00 70.00 No MI 100031231707518306
MI 449.78 58,424.89 70.00 No MI 100031205707412330
WI 729.31 94,792.54 70.00 No MI 100031205407504360
OH 545.42 77,000.00 70.00 No MI 100031230707472613
FL 652.56 89,875.73 78.95 No MI 100031204607430575
WI 555.98 74,130.00 70.00 No MI 100031205407429535
MO 849.42 114,325.16 80.00 No MI 100031230107445763
AZ 1,141.98 157,391.61 75.00 No MI 100031230707380816
NH 823.28 104,589.79 70.00 No MI 100031204107385200
WI 446.74 58,064.80 70.00 No MI 100031205407481759
MO 888.10 115,500.00 70.00 No MI 100031231707518066
AZ 934.38 149,500.00 65.00 No MI 100420200000124392
AZ 2,320.22 319,779.78 80.00 No MI 100420200000126579
VA 1,672.98 227,693.02 80.00 No MI 100126300000149279
VA 558.54 70,081.06 90.00 PMI 100126300000144015
TX 1,560.35 215,051.90 80.00 No MI 100075900496007435
TX 649.98 77,261.98 79.69 No MI 100075900356001726
TX 861.41 124,625.10 80.00 No MI 100075900126019008
TX 629.04 84,720.00 80.00 No MI 100075900246011216
CO 861.76 117,443.00 80.00 No MI 100075900476004790
TX 589.67 92,800.00 80.00 No MI 100075900246011315
TX 732.94 111,686.00 80.00 No MI 100075900126011245
TX 1,442.89 198,863.05 79.60 No MI 100075900496004507
TX 987.79 144,687.04 80.00 No MI 100075900156001264
TX 1,624.53 229,353.88 80.00 No MI 100075900496006700
TX 384.31 55,900.00 65.00 No MI 100075900336002059
TX 851.38 129,491.12 80.00 No MI 100075900496008201
TX 386.38 50,219.56 67.00 No MI 100075900496006809
TX 784.01 100,800.00 80.00 No MI 100075900496010181
TX 733.83 113,625.00 75.00 No MI 100075900126019735
STATE MARGIN NEXT_RATE_ MAX_ MIN_ PER_RATE GROUP_ID
ADJ_DATE1 RATE RATE _CAP
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VA GROUP I
VA GROUP I
MD GROUP I
DC GROUP I
MD GROUP I
GA GROUP I
VA GROUP I
VA GROUP I
MD GROUP I
VA GROUP I
PA GROUP I
GA GROUP I
PA GROUP I
MD GROUP I
MD GROUP I
VA GROUP I
GA GROUP I
VA GROUP I
MD GROUP I
MD GROUP I
MD GROUP I
DE GROUP I
DE GROUP I
MD GROUP I
DE GROUP I
MD GROUP I
MD GROUP I
MD GROUP I
UT GROUP I
ID GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
MS GROUP I
NY GROUP I
FL GROUP I
NY GROUP I
NY GROUP I
NJ GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
NJ GROUP I
NY GROUP I
GA GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
NJ GROUP I
MD GROUP I
FL GROUP I
NJ GROUP I
NJ GROUP I
FL GROUP I
FL GROUP I
NC GROUP I
PA GROUP I
PA GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
PA GROUP I
PA GROUP I
FL GROUP I
NJ GROUP I
NJ GROUP I
FL GROUP I
NC GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
FL GROUP I
GA GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
SC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
TX GROUP I
TX GROUP I
OK GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
WA GROUP I
OH GROUP I
TX GROUP I
FL GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
OR GROUP I
TX GROUP I
OK GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
NM GROUP I
FL GROUP I
FL GROUP I
PA GROUP I
NJ GROUP I
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NJ GROUP I
NJ GROUP I
FL GROUP I
CO GROUP I
FL GROUP I
CO GROUP I
CO GROUP I
FL GROUP I
TN GROUP I
FL GROUP I
TN GROUP I
FL GROUP I
FL GROUP I
TN GROUP I
FL GROUP I
AL GROUP I
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FL GROUP I
FL GROUP I
TN GROUP I
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FL GROUP I
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TN GROUP I
FL GROUP I
LA GROUP I
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FL GROUP I
FL GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
CA GROUP I
PA GROUP I
NJ GROUP I
PA GROUP I
PA GROUP I
PA GROUP I
PA GROUP I
NY GROUP I
PA GROUP I
PA GROUP I
PA GROUP I
PA GROUP I
PA GROUP I
NY GROUP I
FL GROUP I
NY GROUP I
NY GROUP I
NJ GROUP I
NY GROUP I
NY GROUP I
AZ GROUP I
AZ GROUP I
NJ GROUP I
NJ GROUP I
AR GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
IL GROUP I
GA GROUP I
FL GROUP I
FL GROUP I
GA GROUP I
FL GROUP I
SC GROUP I
CO GROUP I
GA GROUP I
FL GROUP I
IN GROUP I
MO GROUP I
AZ GROUP I
FL GROUP I
NJ GROUP I
NY GROUP I
CA GROUP I
CA GROUP I
VA GROUP I
AZ GROUP I
TX GROUP I
CA GROUP I
TX GROUP I
TX GROUP I
AZ GROUP I
GA GROUP I
TX GROUP I
WA GROUP I
TX GROUP I
NC GROUP I
IN GROUP I
NC GROUP I
CO GROUP I
AZ GROUP I
CO GROUP I
TX GROUP I
CA GROUP I
MN GROUP I
MN GROUP I
TX GROUP I
GA GROUP I
GA GROUP I
TX GROUP I
GA GROUP I
TX GROUP I
CA GROUP I
GA GROUP I
IL GROUP I
IL GROUP I
NJ GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
GA GROUP I
TX GROUP I
TX GROUP I
GA GROUP I
NC GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
UT GROUP I
CA GROUP I
PA GROUP I
PA GROUP I
MD GROUP I
MI GROUP I
KY GROUP I
OH GROUP I
NV GROUP I
WA GROUP I
FL GROUP I
MD GROUP I
GA GROUP I
OR GROUP I
TX GROUP I
CA GROUP I
TX GROUP I
AZ GROUP I
TX GROUP I
AZ GROUP I
MD GROUP I
CA GROUP I
CA GROUP I
AZ GROUP I
CA GROUP I
AZ GROUP I
FL GROUP I
FL GROUP I
CA GROUP I
AZ GROUP I
CA GROUP I
TX GROUP I
ID GROUP I
CA GROUP I
TX GROUP I
FL GROUP I
PA GROUP I
CA GROUP I
KY GROUP I
TX GROUP I
TX GROUP I
FL GROUP I
AR GROUP I
AR GROUP I
OR GROUP I
MD GROUP I
ID GROUP I
CA GROUP I
CA GROUP I
ID GROUP I
VA GROUP I
NJ GROUP I
CA GROUP I
VA GROUP I
OR GROUP I
OR GROUP I
OR GROUP I
ID GROUP I
TX GROUP I
PA GROUP I
CA GROUP I
CA GROUP I
KY GROUP I
FL GROUP I
MD GROUP I
OH GROUP I
IN GROUP I
OH GROUP I
KY GROUP I
IN GROUP I
KY GROUP I
OH GROUP I
IN GROUP I
OH GROUP I
OH GROUP I
KY GROUP I
IN GROUP I
OH GROUP I
TN GROUP I
OH GROUP I
KY GROUP I
IN GROUP I
KY GROUP I
HI GROUP I
HI GROUP I
CO GROUP I
FL GROUP I
CO GROUP I
CO GROUP I
CO GROUP I
CO GROUP I
IL GROUP I
WY GROUP I
FL GROUP I
DC GROUP I
VA GROUP I
NJ GROUP I
ME GROUP I
VA GROUP I
VA GROUP I
DE GROUP I
ID GROUP I
TX GROUP I
SC GROUP I
GA GROUP I
SC GROUP I
SC GROUP I
NC GROUP I
MN GROUP I
AZ GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
AZ GROUP I
FL GROUP I
AZ GROUP I
TX GROUP I
KS GROUP I
AZ GROUP I
MO GROUP I
TX GROUP I
AZ GROUP I
TX GROUP I
CO GROUP I
AZ GROUP I
TX GROUP I
MO GROUP I
TX GROUP I
MO GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
NC GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TN GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
FL GROUP I
NC GROUP I
FL GROUP I
CA GROUP I
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FL GROUP I
NM GROUP I
CO GROUP I
VA GROUP I
OH GROUP I
FL GROUP I
FL GROUP I
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OH GROUP I
FL GROUP I
NY GROUP I
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TN GROUP I
RI GROUP I
NY GROUP I
NJ GROUP I
PA GROUP I
CT GROUP I
RI GROUP I
NJ GROUP I
OK GROUP I
TX GROUP I
TX GROUP I
OK GROUP I
OK GROUP I
TX GROUP I
OK GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
MD GROUP I
VA GROUP I
MD GROUP I
NC GROUP I
DC GROUP I
NC GROUP I
MD GROUP I
MD GROUP I
NC GROUP I
MD GROUP I
ME GROUP I
MA GROUP I
RI GROUP I
MD GROUP I
CA GROUP I
CT GROUP I
CA GROUP I
CA GROUP I
SC GROUP I
AL GROUP I
VA GROUP I
FL GROUP I
MD GROUP I
NJ GROUP I
GA GROUP I
NC GROUP I
NC GROUP I
FL GROUP I
MD GROUP I
WA GROUP I
WA GROUP I
KS GROUP I
IN GROUP I
WA GROUP I
TX GROUP I
IL GROUP I
CA GROUP I
IL GROUP I
NY GROUP I
PA GROUP I
CA GROUP I
MI GROUP I
CO GROUP I
TX GROUP I
FL GROUP I
TX GROUP I
TX GROUP I
NM GROUP I
FL GROUP I
PA GROUP I
NV GROUP I
AZ GROUP I
CA GROUP I
CA GROUP I
AZ GROUP I
MD GROUP I
CA GROUP I
AZ GROUP I
AZ GROUP I
AZ GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
NJ GROUP I
PA GROUP I
PA GROUP I
FL GROUP I
FL GROUP I
TX GROUP I
CA GROUP I
CA GROUP I
NY GROUP I
NY GROUP I
NY GROUP I
UT GROUP I
OR GROUP I
ID GROUP I
WA GROUP I
CA GROUP I
FL GROUP I
WA GROUP I
OH GROUP I
MD GROUP I
MD GROUP I
VA GROUP I
MD GROUP I
MD GROUP I
CO GROUP I
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CA GROUP I
IA GROUP I
SC GROUP I
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FL GROUP I
FL GROUP I
FL GROUP I
FL GROUP I
FL GROUP I
CA GROUP I
CA GROUP I
WA GROUP I
GA GROUP I
SC GROUP I
SC GROUP I
GA GROUP I
FL GROUP I
GA GROUP I
GA GROUP I
SC GROUP I
NV GROUP I
CO GROUP I
NV GROUP I
UT GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
FL GROUP I
GA GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
FL GROUP I
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GA GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
FL GROUP I
FL GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
FL GROUP I
FL GROUP I
NJ GROUP I
NY GROUP I
FL GROUP I
CA GROUP I
NJ GROUP I
FL GROUP I
MO GROUP I
VA GROUP I
VA GROUP I
OH GROUP I
IN GROUP I
IN GROUP I
OH GROUP I
OH GROUP I
IN GROUP I
OH GROUP I
IN GROUP I
MI GROUP I
IN GROUP I
IN GROUP I
IN GROUP I
IN GROUP I
OH GROUP I
UT GROUP I
UT GROUP I
MN GROUP I
MN GROUP I
TX GROUP I
TX GROUP I
CA GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TN GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
CA GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
GA GROUP I
GA GROUP I
AZ GROUP I
AZ GROUP I
OR GROUP I
GA GROUP I
GA GROUP I
AZ GROUP I
AZ GROUP I
WI GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
ID GROUP I
GA GROUP I
GA GROUP I
WA GROUP I
TX GROUP I
WA GROUP I
CO GROUP I
IN GROUP I
GA GROUP I
MN GROUP I
MN GROUP I
TX GROUP I
FL GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
NC GROUP I
TX GROUP I
NM GROUP I
NC GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
VA GROUP I
FL GROUP I
CO GROUP I
CO GROUP I
CO GROUP I
CA GROUP I
MA GROUP I
VA GROUP I
FL GROUP I
GA GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
LA GROUP I
UT GROUP I
TX GROUP I
TX GROUP I
IL GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
CO GROUP I
SC GROUP I
IL GROUP I
MD GROUP I
GA GROUP I
MD GROUP I
AL GROUP I
FL GROUP I
AL GROUP I
GA GROUP I
FL GROUP I
MS GROUP I
MD GROUP I
AL GROUP I
NC GROUP I
GA GROUP I
NC GROUP I
WI GROUP I
MI GROUP I
MA GROUP I
FL GROUP I
CA GROUP I
NV GROUP I
CA GROUP I
TX GROUP I
NV GROUP I
NV GROUP I
NV GROUP I
CO GROUP I
CT GROUP I
MA GROUP I
NJ GROUP I
CA GROUP I
CA GROUP I
CA GROUP I
OH GROUP I
TX GROUP I
HI GROUP I
AZ GROUP I
IL GROUP I
OH GROUP I
AZ GROUP I
FL GROUP I
LA GROUP I
OH GROUP I
CA GROUP I
FL GROUP I
AZ GROUP I
WI GROUP I
NV GROUP I
WA GROUP I
TX GROUP I
OH GROUP I
NC GROUP I
LA GROUP I
TX GROUP I
TX GROUP I
AL GROUP I
NC GROUP I
TX GROUP I
AL GROUP I
NC GROUP I
AL GROUP I
TX GROUP I
AL GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
OH GROUP I
MD GROUP I
VA GROUP I
OH GROUP I
OH GROUP I
OH GROUP I
VA GROUP I
VA GROUP I
NJ GROUP I
PA GROUP I
MD GROUP I
NJ GROUP I
MD GROUP I
MD GROUP I
OH GROUP I
FL GROUP I
GA GROUP I
CA GROUP I
CA GROUP I
MA GROUP I
FL GROUP I
AZ GROUP I
AZ GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
SC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
FL GROUP I
GA GROUP I
WY GROUP I
CO GROUP I
CO GROUP I
AR GROUP I
CA GROUP I
CA GROUP I
CA GROUP I
CA GROUP I
FL GROUP I
CA GROUP I
FL GROUP I
TX GROUP I
CO GROUP I
NY GROUP I
TX GROUP I
IN GROUP I
TX GROUP I
TX GROUP I
IN GROUP I
TX GROUP I
IA GROUP I
TX GROUP I
MS GROUP I
TX GROUP I
IN GROUP I
GA GROUP I
GA GROUP I
FL GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
AL GROUP I
GA GROUP I
GA GROUP I
SC GROUP I
TN GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
AL GROUP I
FL GROUP I
GA GROUP I
SC GROUP I
GA GROUP I
GA GROUP I
TN GROUP I
NC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
NC GROUP I
MI GROUP I
TX GROUP I
KS GROUP I
OR GROUP I
MO GROUP I
FL GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
IL GROUP I
TX GROUP I
UT GROUP I
WA GROUP I
MS GROUP I
TN GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
MO GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
CA GROUP I
CA GROUP I
IL GROUP I
IL GROUP I
FL GROUP I
NV GROUP I
AZ GROUP I
NV GROUP I
NV GROUP I
FL GROUP I
NC GROUP I
IL GROUP I
TX GROUP I
CO GROUP I
FL GROUP I
AZ GROUP I
NV GROUP I
FL GROUP I
AZ GROUP I
TX GROUP I
FL GROUP I
IL GROUP I
MI GROUP I
VA GROUP I
IL GROUP I
FL GROUP I
CA GROUP I
FL GROUP I
NV GROUP I
FL GROUP I
NM GROUP I
PA GROUP I
UT GROUP I
CO GROUP I
CO GROUP I
UT GROUP I
CO GROUP I
UT GROUP I
CO GROUP I
UT GROUP I
TX GROUP I
UT GROUP I
UT GROUP I
CO GROUP I
UT GROUP I
CO GROUP I
CO GROUP I
UT GROUP I
UT GROUP I
NV GROUP I
NV GROUP I
NV GROUP I
NV GROUP I
NV GROUP I
NV GROUP I
MA GROUP I
IL GROUP I
CA GROUP I
MA GROUP I
CA GROUP I
CO GROUP I
MI GROUP I
MA GROUP I
MA GROUP I
VA GROUP I
CA GROUP I
ME GROUP I
ME GROUP I
NH GROUP I
AZ GROUP I
MO GROUP I
OK GROUP I
OH GROUP I
OK GROUP I
OK GROUP I
OH GROUP I
OK GROUP I
AZ GROUP I
AZ GROUP I
FL GROUP I
OK GROUP I
TX GROUP I
OK GROUP I
OK GROUP I
MI GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
AR GROUP I
TX GROUP I
TX GROUP I
FL GROUP I
TX GROUP I
TX GROUP I
UT GROUP I
TX GROUP I
FL GROUP I
UT GROUP I
FL GROUP I
TX GROUP I
FL GROUP I
TX GROUP I
FL GROUP I
UT GROUP I
TX GROUP I
FL GROUP I
FL GROUP I
UT GROUP I
CO GROUP I
TX GROUP I
ID GROUP I
CO GROUP I
UT GROUP I
FL GROUP I
UT GROUP I
TX GROUP I
UT GROUP I
TX GROUP I
CA GROUP I
TX GROUP I
OR GROUP I
UT GROUP I
FL GROUP I
FL GROUP I
FL GROUP I
TX GROUP I
CO GROUP I
CO GROUP I
TX GROUP I
CO GROUP I
FL GROUP I
CA GROUP I
TX GROUP I
FL GROUP I
UT GROUP I
TX GROUP I
UT GROUP I
WA GROUP I
UT GROUP I
TX GROUP I
CA GROUP I
FL GROUP I
TX GROUP I
CO GROUP I
TX GROUP I
CA GROUP I
FL GROUP I
CA GROUP I
NC GROUP I
TX GROUP I
MI GROUP I
IL GROUP I
MI GROUP I
OH GROUP I
MI GROUP I
NV GROUP I
OH GROUP I
CA GROUP I
CA GROUP I
VA GROUP I
MD GROUP I
MD GROUP I
VA GROUP I
VA GROUP I
GA GROUP I
VA GROUP I
CT GROUP I
GA GROUP I
ME GROUP I
GA GROUP I
GA GROUP I
MI GROUP I
NV GROUP I
NV GROUP I
NV GROUP I
ID GROUP I
AZ GROUP I
MI GROUP I
MI GROUP I
TX GROUP I
TX GROUP I
NE GROUP I
CA GROUP I
AZ GROUP I
AZ GROUP I
AZ GROUP I
AZ GROUP I
AZ GROUP I
AZ GROUP I
AZ GROUP I
IL GROUP I
NC GROUP I
TN GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
OH GROUP I
SC GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
GA GROUP I
MI GROUP I
MI GROUP I
MI GROUP I
GA GROUP I
MI GROUP I
MI GROUP I
MN GROUP I
CA GROUP I
WA GROUP I
CA GROUP I
PA GROUP I
DE GROUP I
PA GROUP I
NJ GROUP I
PA GROUP I
PA GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
PA GROUP I
NJ GROUP I
PA GROUP I
PA GROUP I
NJ GROUP I
NJ GROUP I
PA GROUP I
PA GROUP I
DE GROUP I
NJ GROUP I
DE GROUP I
PA GROUP I
IN GROUP I
FL GROUP I
CO GROUP I
WI GROUP I
WI GROUP I
WI GROUP I
MN GROUP I
WI GROUP I
MN GROUP I
IA GROUP I
VA GROUP I
MD GROUP I
GA GROUP I
IL GROUP I
VA GROUP I
FL GROUP I
VA GROUP I
NJ GROUP I
NJ GROUP I
NJ GROUP I
TX GROUP I
MI GROUP I
CA GROUP I
CA GROUP I
CO GROUP I
MA GROUP I
TX GROUP I
MA GROUP I
TX GROUP I
VA GROUP I
NH GROUP I
MA GROUP I
RI GROUP I
IL GROUP I
AZ GROUP I
WA GROUP I
MA GROUP I
MO GROUP I
WI GROUP I
GA GROUP I
MO GROUP I
MO GROUP I
MI GROUP I
WI GROUP I
OH GROUP I
FL GROUP I
WI GROUP I
MO GROUP I
AZ GROUP I
NH GROUP I
WI GROUP I
MO GROUP I
AZ GROUP I
AZ GROUP I
VA GROUP I
VA GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
CO GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
TX GROUP I
STATE HYBRID_ LIEN PP_DESC IO_FLAG IO_ PORTFOLIO
TERM PERIOD
------------------------------------------------------------------------------------------------------------------------------
VA First Lien 3Y PP N 0 EMC
VA First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
DC First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
PA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
PA First Lien 3Y PP N 0 EMC
MD First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
VA First Lien 3Y PP Y 120 EMC
GA First Lien NO PP N 0 EMC
VA First Lien NO PP N 0 EMC
MD First Lien NO PP N 0 EMC
MD First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
DE First Lien NO PP Y 120 EMC
DE First Lien NO PP N 0 EMC
MD First Lien NO PP N 0 EMC
DE First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
UT First Lien 3Y PP N 0 EMC
ID First Lien 3Y PP N 0 EMC
NY First Lien 1Y PP Y 120 EMC
NY First Lien 1Y PP N 0 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP Y 120 EMC
MS First Lien 2Y PP N 0 EMC
NY First Lien 1Y PP N 0 EMC
FL First Lien 1Y PP Y 120 EMC
NY First Lien 1Y PP N 0 EMC
NY First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP Y 120 EMC
NY First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NY First Lien 1Y PP Y 120 EMC
GA First Lien NO PP N 0 EMC
NY First Lien 1Y PP Y 120 EMC
NY First Lien NO PP N 0 EMC
NY First Lien 1Y PP N 0 EMC
NY First Lien 1Y PP Y 120 EMC
NY First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
MD First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
FL First Lien 1Y PP N 0 EMC
FL First Lien 1Y PP Y 120 EMC
NC First Lien 1Y PP N 0 EMC
PA First Lien 1Y PP N 0 EMC
PA First Lien 3Y PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien 3Y PP N 0 EMC
PA First Lien NO PP N 0 EMC
FL First Lien 1Y PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
FL First Lien 3Y PP Y 120 EMC
NC First Lien 1Y PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
FL First Lien 1Y PP Y 120 EMC
GA First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
SC First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
OK First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
TX First Lien 3Y PP Y 000 XXX
XX First Lien 1Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
WA First Lien 1Y PP N 0 EMC
OH First Lien 3Y PP N 0 EMC
TX First Lien 1Y PP N 0 EMC
FL First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 1Y PP Y 120 EMC
OR First Lien 1Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
OK First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
PA First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
CO First Lien NO PP N 0 EMC
FL First Lien 3Y PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
AL First Lien NO PP Y 120 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
LA First Lien NO PP Y 120 EMC
TN First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
GA First Lien 1Y PP N 0 EMC
GA First Lien 1Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien 1Y PP N 0 EMC
GA First Lien 1Y PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien 1Y PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien 1Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien 1Y PP Y 120 EMC
GA First Lien NO PP N 0 EMC
CA First Lien 1Y PP N 0 EMC
PA First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien 3Y PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien 3Y PP N 0 EMC
NY First Lien NO PP Y 120 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien 3Y PP N 0 EMC
NY First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
AZ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
AR First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
IL First Lien NO PP Y 60 EMC
GA First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
GA First Lien NO PP Y 60 EMC
FL First Lien 3Y PP N 0 EMC
SC First Lien 1Y PP N 0 EMC
CO First Lien 3Y PP N 0 EMC
GA First Lien NO PP Y 60 EMC
FL First Lien 3Y PP N 0 EMC
IN First Lien 3Y PP N 0 EMC
MO First Lien 2Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
NY First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien 3Y PP N 0 EMC
VA First Lien 3Y PP N 0 EMC
AZ First Lien 1Y PP Y 120 EMC
TX First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
AZ First Lien NO PP N 0 EMC
GA First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
WA First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
NC First Lien NO PP N 0 EMC
IN First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
CO First Lien 3Y PP N 0 EMC
AZ First Lien NO PP Y 120 EMC
CO First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
CA First Lien 3Y PP N 0 EMC
MN First Lien NO PP Y 120 EMC
MN First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
CA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
IL First Lien NO PP Y 120 EMC
IL First Lien NO PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
NC First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
UT First Lien 3Y PP Y 120 EMC
CA First Lien 6M PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
MI First Lien 3Y PP N 0 EMC
KY First Lien 3Y PP N 0 EMC
OH First Lien 3Y PP N 0 EMC
NV First Lien NO PP Y 120 EMC
WA First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
MD First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
OR First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
TX First Lien 3Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
TX First Lien 3Y PP Y 000 XXX
XX First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
CA First Lien 3Y PP N 0 EMC
CA First Lien NO PP Y 120 EMC
AZ First Lien 6M PP Y 120 EMC
CA First Lien NO PP N 0 EMC
AZ First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
AZ First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
TX First Lien 3Y PP Y 120 EMC
ID First Lien 3Y PP Y 120 EMC
CA First Lien NO PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
FL First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
CA First Lien NO PP N 0 EMC
KY First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
AR First Lien NO PP N 0 EMC
AR First Lien NO PP N 0 EMC
OR First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
ID First Lien NO PP N 0 EMC
CA First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
ID First Lien NO PP Y 120 EMC
VA First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
OR First Lien NO PP N 0 EMC
OR First Lien 1Y PP Y 120 EMC
OR First Lien NO PP N 0 EMC
ID First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP N 0 EMC
KY First Lien 3Y PP N 0 EMC
FL First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
OH First Lien NO PP N 0 EMC
IN First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
KY First Lien NO PP N 0 EMC
IN First Lien NO PP N 0 EMC
KY First Lien NO PP N 0 EMC
OH First Lien NO PP Y 120 EMC
IN First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
KY First Lien NO PP Y 120 EMC
IN First Lien NO PP N 0 EMC
OH First Lien NO PP Y 120 EMC
TN First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
KY First Lien NO PP N 0 EMC
IN First Lien NO PP N 0 EMC
KY First Lien NO PP N 0 EMC
HI First Lien NO PP Y 60 EMC
HI First Lien 5M PP Y 60 EMC
CO First Lien NO PP Y 120 EMC
FL First Lien 3Y PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
IL First Lien NO PP Y 120 EMC
WY First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
DC First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
ME First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
DE First Lien 3Y PP N 0 EMC
ID First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
SC First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
SC First Lien NO PP N 0 EMC
SC First Lien NO PP Y 120 EMC
NC First Lien NO PP Y 120 EMC
MN First Lien NO PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 6M PP N 0 EMC
TX First Lien 6M PP N 0 EMC
AZ First Lien 6M PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
TX First Lien 6M PP N 0 EMC
KS First Lien NO PP N 0 EMC
AZ First Lien NO PP Y 000 XXX
XX First Lien 6M PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
AZ First Lien NO PP N 0 EMC
TX First Lien 6M PP Y 120 EMC
CO First Lien 3Y PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
MO First Lien 6M PP N 0 EMC
TX First Lien NO PP N 0 EMC
MO First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
NC First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TN First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
NM First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
VA First Lien 2Y PP Y 120 EMC
OH First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
OH First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
OH First Lien 3Y PP N 0 EMC
FL First Lien NO PP Y 120 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
TN First Lien NO PP Y 120 EMC
RI First Lien NO PP N 0 EMC
NY First Lien 1Y PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
PA First Lien NO PP N 0 EMC
CT First Lien NO PP N 0 EMC
RI First Lien NO PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
OK First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
OK First Lien NO PP N 0 EMC
OK First Lien 3Y PP N 0 EMC
TX First Lien NO PP Y 120 EMC
OK First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
MD First Lien 3Y PP N 0 EMC
VA First Lien 3Y PP N 0 EMC
MD First Lien NO PP Y 120 EMC
NC First Lien NO PP N 0 EMC
DC First Lien NO PP Y 120 EMC
NC First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
NC First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
ME First Lien 6M PP N 0 EMC
MA First Lien NO PP N 0 EMC
RI First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
CA First Lien NO PP N 0 EMC
CT First Lien 3Y PP Y 120 EMC
CA First Lien 3Y PP N 0 EMC
CA First Lien 3Y PP Y 120 EMC
SC First Lien 3Y PP Y 120 EMC
AL First Lien NO PP Y 120 EMC
VA First Lien 3Y PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
GA First Lien 3Y PP Y 120 EMC
NC First Lien 3Y PP Y 120 EMC
NC First Lien 3Y PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
WA First Lien 3Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
KS First Lien NO PP Y 120 EMC
IN First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
IL First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
IL First Lien NO PP Y 120 EMC
NY First Lien NO PP Y 120 EMC
PA First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
CO First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP Y 000 XXX
XX First Lien NO PP Y 120 EMC
FL First Lien 3Y PP Y 120 EMC
PA First Lien 3Y PP Y 120 EMC
NV First Lien 3Y PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
AZ First Lien 3Y PP N 0 EMC
MD First Lien NO PP Y 120 EMC
CA First Lien 3Y PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
AZ First Lien 3Y PP Y 000 XXX
XX First Lien NO PP Y 120 EMC
NY First Lien NO PP Y 120 EMC
NY First Lien NO PP Y 120 EMC
NY First Lien 1Y PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
FL First Lien 5Y PP N 0 EMC
FL First Lien 3Y PP Y 120 EMC
TX First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
NY First Lien NO PP N 0 EMC
UT First Lien 3Y PP N 0 EMC
OR First Lien 5M PP N 0 EMC
ID First Lien 3Y PP Y 000 XXX
XX First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
WA First Lien 3Y PP N 0 EMC
OH First Lien NO PP N 0 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
IA First Lien NO PP N 0 EMC
SC First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
CA First Lien NO PP N 0 EMC
CA First Lien 3Y PP N 0 EMC
WA First Lien 6M PP N 0 EMC
GA First Lien 1Y PP N 0 EMC
SC First Lien NO PP Y 120 EMC
SC First Lien NO PP N 0 EMC
GA First Lien 1Y PP N 0 EMC
FL First Lien 1Y PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien 1Y PP N 0 EMC
SC First Lien NO PP N 0 EMC
NV First Lien NO PP Y 120 EMC
CO First Lien NO PP N 0 EMC
NV First Lien NO PP N 0 EMC
UT First Lien NO PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
GA First Lien 3Y PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien 3Y PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
FL First Lien 3Y PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
NY First Lien NO PP Y 120 EMC
FL First Lien 3Y PP N 0 EMC
CA First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
FL First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
VA First Lien NO PP N 0 EMC
VA First Lien 3Y PP N 0 EMC
OH First Lien NO PP N 0 EMC
IN First Lien NO PP Y 120 EMC
IN First Lien NO PP Y 120 EMC
OH First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
IN First Lien NO PP Y 120 EMC
OH First Lien NO PP N 0 EMC
IN First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
IN First Lien NO PP Y 120 EMC
IN First Lien NO PP Y 120 EMC
IN First Lien NO PP Y 120 EMC
IN First Lien NO PP Y 120 EMC
OH First Lien NO PP N 0 EMC
UT First Lien NO PP N 0 EMC
UT First Lien 3Y PP N 0 EMC
MN First Lien 3Y PP Y 120 EMC
MN First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
CA First Lien 6M PP Y 000 XXX
XX First Lien NO PP N 0 EMC
TX First Lien 6M PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TN First Lien 6M PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
CA First Lien 6M PP Y 000 XXX
XX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
AZ First Lien 6M PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
OR First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
GA First Lien NO PP N 0 EMC
AZ First Lien 3Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
WI First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
ID First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
WA First Lien 3Y PP Y 120 EMC
TX First Lien NO PP N 0 EMC
WA First Lien NO PP N 0 EMC
CO First Lien NO PP Y 120 EMC
IN First Lien NO PP N 0 EMC
GA First Lien 1Y PP Y 120 EMC
MN First Lien NO PP N 0 EMC
MN First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
FL First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
NM First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
VA First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
CO First Lien NO PP N 0 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien NO PP N 0 EMC
CA First Lien 1Y PP Y 120 EMC
MA First Lien 3Y PP Y 120 EMC
VA First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
GA First Lien NO PP Y 60 EMC
TX First Lien NO PP Y 60 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 6M PP N 0 EMC
LA First Lien 3Y PP N 0 EMC
UT First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
IL First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 6M PP N 0 EMC
CO First Lien 3Y PP Y 60 EMC
SC First Lien NO PP Y 60 EMC
IL First Lien NO PP Y 60 EMC
MD First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
AL First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
AL First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
MS First Lien NO PP N 0 EMC
MD First Lien NO PP N 0 EMC
AL First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
NC First Lien NO PP Y 120 EMC
WI First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
MA First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
CA First Lien NO PP N 0 EMC
NV First Lien 6M PP Y 120 EMC
CA First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
NV First Lien NO PP N 0 EMC
NV First Lien 1Y PP Y 120 EMC
NV First Lien 1Y PP Y 120 EMC
CO First Lien 3Y PP N 0 EMC
CT First Lien 3Y PP Y 120 EMC
MA First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
CA First Lien 3Y PP Y 120 EMC
CA First Lien 3Y PP Y 120 EMC
CA First Lien NO PP N 0 EMC
OH First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
HI First Lien NO PP Y 120 EMC
AZ First Lien 3Y PP Y 120 EMC
IL First Lien NO PP Y 120 EMC
OH First Lien NO PP Y 120 EMC
AZ First Lien NO PP N 0 EMC
FL First Lien NO PP Y 120 EMC
LA First Lien NO PP Y 120 EMC
OH First Lien NO PP Y 120 EMC
CA First Lien NO PP N 0 EMC
FL First Lien 3Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
WI First Lien NO PP N 0 EMC
NV First Lien NO PP N 0 EMC
WA First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
OH First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
LA First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
AL First Lien NO PP Y 120 EMC
NC First Lien NO PP Y 120 EMC
TX First Lien NO PP Y 120 EMC
AL First Lien NO PP N 0 EMC
NC First Lien NO PP Y 120 EMC
AL First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
AL First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
OH First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
VA First Lien NO PP N 0 EMC
OH First Lien NO PP Y 120 EMC
OH First Lien NO PP Y 120 EMC
OH First Lien NO PP Y 120 EMC
VA First Lien NO PP N 0 EMC
VA First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
NJ First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
OH First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP N 0 EMC
CA First Lien NO PP N 0 EMC
CA First Lien 6M PP N 0 EMC
MA First Lien NO PP Y 120 EMC
FL First Lien 3Y PP N 0 EMC
AZ First Lien NO PP Y 120 EMC
AZ First Lien 6M PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
NC First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
SC First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
WY First Lien NO PP N 0 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien NO PP Y 120 EMC
AR First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
FL First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
CO First Lien 1Y PP N 0 EMC
NY First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
IN First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
IN First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
IA First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
MS First Lien 3Y PP Y 120 EMC
TX First Lien NO PP N 0 EMC
IN First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
AL First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
SC First Lien NO PP N 0 EMC
TN First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
AL First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
SC First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
TN First Lien NO PP Y 120 EMC
NC First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
NC First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
KS First Lien NO PP Y 120 EMC
OR First Lien NO PP N 0 EMC
MO First Lien NO PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP Y 120 EMC
IL First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
UT First Lien NO PP Y 120 EMC
WA First Lien NO PP Y 120 EMC
MS First Lien NO PP N 0 EMC
TN First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
MO First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
TX First Lien NO PP N 0 EMC
CA First Lien 7M PP Y 120 EMC
CA First Lien 7M PP Y 120 EMC
IL First Lien NO PP Y 120 EMC
IL First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
NV First Lien NO PP N 0 EMC
AZ First Lien NO PP N 0 EMC
NV First Lien NO PP Y 120 EMC
NV First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
IL First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
CO First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
AZ First Lien NO PP N 0 EMC
NV First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
AZ First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
IL First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
VA First Lien NO PP N 0 EMC
IL First Lien NO PP Y 120 EMC
FL First Lien NO PP Y 120 EMC
CA First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
NV First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
NM First Lien NO PP Y 120 EMC
PA First Lien NO PP N 0 EMC
UT First Lien NO PP Y 120 EMC
CO First Lien 3Y PP N 0 EMC
CO First Lien 3Y PP N 0 EMC
UT First Lien NO PP N 0 EMC
CO First Lien NO PP N 0 EMC
UT First Lien NO PP Y 120 EMC
CO First Lien 3Y PP N 0 EMC
UT First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
UT First Lien NO PP N 0 EMC
UT First Lien NO PP N 0 EMC
CO First Lien NO PP N 0 EMC
UT First Lien NO PP N 0 EMC
CO First Lien NO PP Y 120 EMC
CO First Lien 3Y PP N 0 EMC
UT First Lien 3Y PP Y 120 EMC
UT First Lien NO PP Y 120 EMC
NV First Lien 3Y PP N 0 EMC
NV First Lien NO PP Y 120 EMC
NV First Lien NO PP Y 120 EMC
NV First Lien NO PP Y 120 EMC
NV First Lien NO PP Y 120 EMC
NV First Lien NO PP Y 120 EMC
MA First Lien NO PP Y 120 EMC
IL First Lien NO PP Y 120 EMC
CA First Lien NO PP N 0 EMC
MA First Lien NO PP N 0 EMC
CA First Lien NO PP N 0 EMC
CO First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
MA First Lien NO PP N 0 EMC
MA First Lien NO PP N 0 EMC
VA First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
ME First Lien 1Y PP N 0 EMC
ME First Lien 1Y PP N 0 EMC
NH First Lien NO PP N 0 EMC
AZ First Lien NO PP N 0 EMC
MO First Lien 3Y PP N 0 EMC
OK First Lien 3Y PP N 0 EMC
OH First Lien 3Y PP N 0 EMC
OK First Lien NO PP N 0 EMC
OK First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
OK First Lien NO PP N 0 EMC
AZ First Lien 3Y PP N 0 EMC
AZ First Lien NO PP N 0 EMC
FL First Lien NO PP N 0 EMC
OK First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
OK First Lien 3Y PP N 0 EMC
OK First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
AR First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
FL First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 6M PP N 0 EMC
UT First Lien 6M PP N 0 EMC
TX First Lien 6M PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
UT First Lien 6M PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
TX First Lien 6M PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
UT First Lien 6M PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP Y 120 EMC
UT First Lien NO PP Y 120 EMC
CO First Lien 6M PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
ID First Lien 6M PP N 0 EMC
CO First Lien 6M PP N 0 EMC
UT First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
UT First Lien 6M PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
UT First Lien 6M PP Y 000 XXX
XX First Lien NO PP N 0 EMC
CA First Lien NO PP N 0 EMC
TX First Lien 6M PP N 0 EMC
OR First Lien 3Y PP Y 120 EMC
UT First Lien 3Y PP N 0 EMC
FL First Lien 6M PP N 0 EMC
FL First Lien 6M PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
CO First Lien 6M PP N 0 EMC
CO First Lien 6M PP N 0 EMC
TX First Lien NO PP N 0 EMC
CO First Lien NO PP Y 120 EMC
FL First Lien 3Y PP N 0 EMC
CA First Lien 6M PP N 0 EMC
TX First Lien NO PP N 0 EMC
FL First Lien 3Y PP Y 120 EMC
UT First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
UT First Lien 6M PP N 0 EMC
WA First Lien 3Y PP Y 120 EMC
UT First Lien 6M PP N 0 EMC
TX First Lien 6M PP N 0 EMC
CA First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
CO First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
CA First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP Y 120 EMC
CA First Lien NO PP N 0 EMC
NC First Lien NO PP N 0 EMC
TX First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
IL First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
OH First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
NV First Lien 5Y PP Y 120 EMC
OH First Lien NO PP N 0 EMC
CA First Lien NO PP Y 120 EMC
CA First Lien NO PP Y 120 EMC
VA First Lien NO PP Y 120 EMC
MD First Lien NO PP Y 120 EMC
MD First Lien NO PP N 0 EMC
VA First Lien NO PP Y 120 EMC
VA First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
VA First Lien NO PP N 0 EMC
CT First Lien NO PP N 0 EMC
GA First Lien 6M PP N 0 EMC
ME First Lien 3Y PP N 0 EMC
GA First Lien 3Y PP Y 120 EMC
GA First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
NV First Lien NO PP Y 120 EMC
NV First Lien NO PP N 0 EMC
NV First Lien NO PP N 0 EMC
ID First Lien NO PP N 0 EMC
AZ First Lien 3Y PP Y 120 EMC
MI First Lien 3Y PP N 0 EMC
MI First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
NE First Lien 3Y PP Y 120 EMC
CA First Lien 3Y PP Y 000 XXX
XX First Lien 6M PP Y 000 XXX
XX First Lien 3Y PP Y 000 XXX
XX First Lien 6M PP Y 000 XXX
XX First Lien NO PP Y 120 EMC
AZ First Lien 3Y PP N 0 EMC
AZ First Lien 3Y PP Y 000 XXX
XX First Lien NO PP N 0 EMC
IL First Lien NO PP Y 120 EMC
NC First Lien NO PP N 0 EMC
TN First Lien NO PP Y 120 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien NO PP N 0 EMC
OH First Lien 3Y PP N 0 EMC
SC First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
GA First Lien NO PP N 0 EMC
GA First Lien NO PP Y 120 EMC
MI First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
MI First Lien NO PP N 0 EMC
MN First Lien NO PP N 0 EMC
CA First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP Y 120 EMC
CA First Lien 3Y PP N 0 EMC
PA First Lien NO PP N 0 EMC
DE First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
DE First Lien NO PP N 0 EMC
NJ First Lien NO PP Y 120 EMC
DE First Lien NO PP N 0 EMC
PA First Lien NO PP N 0 EMC
IN First Lien 3Y PP N 0 EMC
FL First Lien 3Y PP N 0 EMC
CO First Lien NO PP N 0 EMC
WI First Lien 6M PP N 0 EMC
WI First Lien NO PP N 0 EMC
WI First Lien 6M PP N 0 EMC
MN First Lien 3Y PP N 0 EMC
WI First Lien 3Y PP N 0 EMC
MN First Lien NO PP N 0 EMC
IA First Lien NO PP N 0 EMC
VA First Lien NO PP N 0 EMC
MD First Lien NO PP N 0 EMC
GA First Lien NO PP N 0 EMC
IL First Lien NO PP N 0 EMC
VA First Lien NO PP Y 120 EMC
FL First Lien NO PP N 0 EMC
VA First Lien 6M PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
NJ First Lien NO PP N 0 EMC
TX First Lien 6M PP N 0 EMC
MI First Lien NO PP N 0 EMC
CA First Lien 6M PP N 0 EMC
CA First Lien NO PP N 0 EMC
CO First Lien 6M PP N 0 EMC
MA First Lien NO PP N 0 EMC
TX First Lien 6M PP N 0 EMC
MA First Lien NO PP N 0 EMC
TX First Lien 6M PP N 0 EMC
VA First Lien NO PP Y 120 EMC
NH First Lien NO PP N 0 EMC
MA First Lien NO PP N 0 EMC
RI First Lien NO PP N 0 EMC
IL First Lien NO PP Y 120 EMC
AZ First Lien NO PP Y 120 EMC
WA First Lien NO PP N 0 EMC
MA First Lien NO PP N 0 EMC
MO First Lien NO PP N 0 EMC
WI First Lien NO PP Y 120 EMC
GA First Lien 5M PP N 0 EMC
MO First Lien NO PP N 0 EMC
MO First Lien 5M PP N 0 EMC
MI First Lien NO PP N 0 EMC
WI First Lien NO PP N 0 EMC
OH First Lien 3Y PP Y 000 XXX
XX First Lien 5M PP N 0 EMC
WI First Lien NO PP Y 000 XXX
XX First Lien 5M PP N 0 EMC
AZ First Lien NO PP N 0 EMC
NH First Lien 5M PP N 0 EMC
WI First Lien NO PP N 0 EMC
MO First Lien 5M PP N 0 EMC
AZ First Lien 3Y PP Y 000 XXX
XX First Lien 3Y PP N 0 EMC
VA First Lien NO PP N 0 EMC
VA First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
CO First Lien NO PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
TX First Lien 3Y PP Y 60 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP Y 120 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien 3Y PP N 0 EMC
TX First Lien NO PP N 0 EMC
TX First Lien 3Y PP Y 120 EMC
EXHIBIT
C
FORM
OF
TRANSFER AFFIDAVIT
Affidavit
pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
and for other purposes
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
[NAME
OF
OFFICER], being first duly sworn, deposes and says:
1. That
he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings
institution] [corporation] duly organized and existing under the laws of [the
State of _____] [the United States], on behalf of which he makes this
affidavit.
2. That
(i)
the Investor is not a “disqualified organization” as defined in Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
will not be a disqualified organization as of [Closing Date] [date of purchase];
(ii) it is not acquiring the Bear Xxxxxxx Mortgage Funding Trust 2006-AC1
Asset-Backed Certificates, Series 2006-AC1, Class R-__ Certificates (the
“Residual Certificates”) for the account of a disqualified organization; (iii)
it consents to any amendment of the Pooling and Servicing Agreement that shall
be deemed necessary by Bear Xxxxxxx Asset Backed Securities I LLC (upon advice
of counsel) to constitute a reasonable arrangement to ensure that the Residual
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Residual Certificates unless
(a) it has received from the transferee an affidavit in substantially the same
form as this affidavit containing these same four representations and (b) as
of
the time of the transfer, it does not have actual knowledge that such affidavit
is false.
3. That
the
Investor is one of the following: (i) a citizen or resident of the United
States, (ii) a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States or any state thereof or the District
of Columbia (except, in the case of a partnership, to the extent provided in
regulations), provided that no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated
as a
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United
States federal income tax purposes are United States Persons, (iii) an estate
whose income is subject to United States federal income tax regardless of its
source, or (iv) a trust other than a Aforeign
trust,@
as
defined in Section 7701 (a)(31) of the Code.
4. That
the
Investor’s taxpayer identification number is
______________________.
5. That
no
purpose of the acquisition of the Residual Certificates is to avoid or impede
the assessment or collection of tax.
6. That
the
Investor understands that, as the holder of the Residual Certificates, the
Investor may incur tax liabilities in excess of any cash flows generated by
such
Residual Certificates.
7. That
the
Investor intends to pay taxes associated with holding the Residual Certificates
as they become due.
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
|
[NAME
OF INVESTOR]
|
||||||||||||||
|
By:
|
||||||||||||||
|
[Name
of Officer]
|
||||||||||||||
|
[Title
of Officer]
|
||||||||||||||
|
[Address
of Investor for receipt of distributions]
|
||||||||||||||
|
Address
of Investor for receipt of tax
information:
|
||||||||||||||
Personally
appeared before me the above-named [Name of Officer], known or proved to me
to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Investor, and acknowledged to me that he/she executed the same
as his/her free act and deed and the free act and deed of the
Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
D
FORM
OF
TRANSFEROR CERTIFICATE
______________,200___
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Attention:
Bear Xxxxxxx Mortgage Funding Trust 2006-AC1
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2006-AC1
Asset-Backed
Certificates, Series 2006-AC1, Class__
|
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
Certificates, Series 2006-AC1, Class _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of July 1, 2006, among Bear Xxxxxxx Asset-Backed Securities I LLC,
as
depositor (the “Depositor”), EMC Mortgage Corporation, as seller and Master
Servicer, and Xxxxx Fargo Bank, National Association, as trustee (the
“Trustee”). The Seller hereby certifies, represents and warrants to, a covenants
with, the Depositor, the Certificate Registrar and the Trustee
that:
Neither
the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the “Act”), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in
any
manner set forth in the foregoing sentence with respect to any Certificate.
The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing
Agreement.
|
Very
truly yours,
|
|||||||||||||||
|
(Seller)
|
|||||||||||||||
|
By:
|
|||||||||||||||
|
Name:
|
|||||||||||||||
|
Title:
|
|||||||||||||||
EXHIBIT
E
FORM
OF
INVESTMENT LETTER (NON-RULE 144A)
[Date]
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2006-AC1, Asset-Backed Certificates,
Series
2006-AC1 (the “Certificates”), including the Class ___ Certificates (the
“Privately Offered Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, we confirm
that:
|
(i)
|
we
understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”) or any
applicable state securities or “Blue Sky” laws, and are being sold to us
in a transaction that is exempt from the registration requirements
of such
laws;
|
|
(ii)
|
any
information we desired concerning the Certificates, including the
Privately Offered Certificates, the trust in which the Certificates
represent the entire beneficial ownership interest (the “Trust”) or any
other matter we deemed relevant to our decision to purchase Privately
Offered Certificates has been made available to
us;
|
|
(iii)
|
we
are able to bear the economic risk of investment in Privately Offered
Certificates; we are an institutional “accredited investor” as defined in
Section 501(a) of Regulation D promulgated under the Act and a
sophisticated institutional
investor;
|
|
(iv)
|
we
are acquiring Privately Offered Certificates for our own account,
not as
nominee for any other person, and not with a present view to any
distribution or other disposition of the Privately Offered
Certificates;
|
|
(v)
|
we
agree the Privately Offered Certificates must be held indefinitely
by us
(and may not be sold, pledged, hypothecated or in any way disposed
of)
unless subsequently registered under the Act and any applicable state
securities or “Blue Sky” laws or an exemption from the registration
requirements of the Act and any applicable state securities or “Blue Sky”
laws is available;
|
|
(vi)
|
we
agree that in the event that at some future time we wish to dispose
of or
exchange any of the Privately Offered Certificates (such disposition
or
exchange not being currently foreseen or contemplated), we will not
transfer or exchange any of the Privately Offered Certificates
unless:
|
(A)
(1)
the sale is to an Eligible Purchaser (as defined below), (2) if required by
the
Pooling and Servicing Agreement (as defined below) a letter to substantially
the
same effect as either this letter or, if the Eligible Purchaser is a Qualified
Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and
Related Matters Certificate in the form attached to the Pooling and Servicing
Agreement (as defined below) (or such other documentation as may be acceptable
to the Trustee) is executed promptly by the purchaser and delivered to the
addressees hereof and (3) all offers or solicitations in connection with the
sale, whether directly or through any agent acting on our behalf, are limited
only to Eligible Purchasers and are not made by means of any form of general
solicitation or general advertising whatsoever; and
(B)
if
the Privately Offered Certificate is not registered under the Act (as to which
we acknowledge you have no obligation), the Privately Offered Certificate is
sold in a transaction that does not require registration under the Act and
any
applicable state securities or “blue sky” laws and, if Xxxxx Fargo Bank,
National Association (the “Trustee”) so requests, a satisfactory Opinion of
Counsel is furnished to such effect, which Opinion of Counsel shall be an
expense of the transferor or the transferee;
|
(vii)
|
we
agree to be bound by all of the terms (including those relating to
restrictions on transfer) of the Pooling and Servicing, pursuant
to which
the Trust was formed; we have reviewed carefully and understand the
terms
of the Pooling and Servicing
Agreement;
|
|
(viii)
|
we
either: (i) are not acquiring the Privately Offered Certificate directly
or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section
4975 of
the Internal Revenue Code of 1986, as amended, or (ii) in the case
of the
Privately Offered Certificates, have provided the Opinion of Counsel
required by the Agreement,
or (iii) in the case of the Class B-4 Certificates, are providing
a
representation to the effect that the proposed transfer and holding
of
such Certificate and servicing, management and operation of the Trust
and
its assets: (I) will not result in any prohibited transaction which
is not
covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX
00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 and (II) will not give rise
to
any additional obligations on the part of the Depositor, the Master
Servicer or the Trustee.
|
(ix)
We
understand that each of the Privately Offered Certificates bears, and will
continue to bear, a legend to substantiate the following effect: THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “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
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
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 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) (OR ANY ENTITY IN WHICH ALL OF THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE 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 AN OPINION OF COUNSEL AS TO
COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
[In
the
case of the Class B-4 Certificates]: THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I)
WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN
INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX 00-00, XXXX
00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
A
GLOBAL CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH EFFECT.
[In
the
case of the Class P Certificates and Class C Certificates]:
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b)
OF
THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
AGREEMENT, 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.
“Eligible
Purchaser” means a corporation, partnership or other entity which we have
reasonable grounds to believe and do believe (i) can make representations with
respect to itself to substantially the same effect as the representations set
forth herein, and (ii) is either a Qualified Institutional Buyer as defined
under Rule 144A of the Act or an institutional “Accredited Investor” as defined
under Rule 501 of the Act.
Terms
not
otherwise defined herein shall have the meanings assigned to them in the Pooling
and Servicing Agreement, dated as of July 1, 2006 (the “Pooling and Servicing
Agreement”), among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor, EMC
Mortgage Corporation, as seller and master servicer, and Xxxxx Fargo Bank,
National Association, as trustee.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): ________________
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
___
day of ________, 20___.
|
Very
truly yours,
|
|||||||||||||||
|
[PURCHASER]
|
|||||||||||||||
|
By:
|
|||||||||||||||
|
(Authorized
Officer)
|
|||||||||||||||
|
[By:
|
|||||||||||||||
|
Attorney-in-fact]
|
|||||||||||||||
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
|
[NAME
OF NOMINEE]
|
|||||||||||||||
|
By:
|
|||||||||||||||
|
(Authorized
Officer)
|
|||||||||||||||
|
[By:
|
|||||||||||||||
|
Attorney-in-fact]
|
|||||||||||||||
EXHIBIT
F
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2006-AC1, Asset-Backed Certificates,
Series
2006-AC1 (the “Certificates”), including the Class ___ Certificates (the
“Privately Offered Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, the undersigned
certifies to each of the parties to whom this letter is addressed that it is
a
qualified institutional buyer (as defined in Rule 144A under the Securities Act
of 1933, as amended (the “Act”)) as follows:
| 1. |
It
owned and/or invested on a discretionary basis eligible securities
(excluding affiliate’s securities, bank deposit notes and CD’s, loan
participations, repurchase agreements, securities owned but subject
to a
repurchase agreement and swaps), as described
below:
|
Date:
______________, 20__ (must be on or after the close of its most recent fiscal
year)
Amount:
$
_____________________; and
| 2. |
The
dollar amount set forth above is:
|
|
a.
|
greater
than $100 million and the undersigned is one of the following
entities:
|
|
(x)
|
[_]
|
an
insurance company as defined in Section 2(13) of the Act1 ;
or
|
|
(y)
|
[_]
|
an
investment company registered under the Investment Company Act or
any
business development company as defined in Section 2(a)(48) of the
Investment Company Act of 1940; or
|
|
(z)
|
[_]
|
a
Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; or
|
|
(aa)
|
[_]
|
a
plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political
subdivisions, the laws of which permit the purchase of securities
of this
type, for the benefit of its employees and (ii) the governing investment
guidelines of which permit the purchase of securities of this type;
or
|
|
(bb)
|
[_]
|
a
business development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940; or
|
|
(cc)
|
[_]
|
a
corporation (other than a U.S. bank, savings and loan association
or
equivalent foreign institution), partnership, Massachusetts or similar
business trust, or an organization described in Section 501(c)(3)
of the
Internal Revenue Code; or
|
|
(dd)
|
[_]
|
a
U.S. bank, savings and loan association or equivalent foreign institution,
which has an audited net worth of at least $25 million as demonstrated
in
its latest annual financial statements; or
|
|
(ee)
|
[_]
|
an
investment adviser registered under the Investment Advisers Act;
or
|
|
b.
|
[_]
|
greater
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC; or
|
|
c.
|
[_]
|
less
than $ 10 million, and the undersigned is a broker-dealer registered
with
the SEC and will only purchase Rule 144A securities in transactions
in
which it acts as a riskless principal (as defined in Rule 144A);
or
|
|
d.
|
[_]
|
less
than $100 million, and the undersigned is an investment company registered
under the Investment Company Act of 1940, which, together with one
or more
registered investment companies having the same or an affiliated
investment adviser, owns at least $100 million of eligible securities;
or
|
|
e.
|
[_]
|
less
than $100 million, and the undersigned is an entity, all the equity
owners
of which are qualified institutional buyers.
|
The
undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance
on
its continued compliance with Rule 144A. It is aware that the transferor may
rely on the exemption from the provisions of Section 5 of the Act provided
by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or
for
the account of a Qualified Institutional Buyer to whom notice is given that
the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
an
institutional “accredited investor,” as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public offering.
The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate in
the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional “accredited
investor,” the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling
and
Servicing Agreement, dated as of July 1, 2006, among EMC Mortgage Corporation
as
seller and master servicer, Bear Xxxxxxx Asset Backed Securities I LLC, as
depositor, and Xxxxx Fargo Bank, National Association, as trustee.
The
undersigned certifies that it either: (i) is not acquiring the Privately Offered
Certificate directly or indirectly by, or on behalf of, an employee benefit
plan
or other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, and/or section 4975 of
the
Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately
Offered Certificates, has provided the Opinion of Counsel required by the
Agreement,
or (iii) in the case of the Class B-4 Certificates, are providing a
representation to the effect that the proposed transfer and holding of such
Certificate and servicing, management and operation of the Trust and its assets:
(I) will not result in any prohibited transaction which is not covered under
Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0,
XXXX 95-60, PTCE 96-23 and (II) will not give rise to any additional obligations
on the part of the Depositor, the Master Servicer or the Trustee.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this letter.
| 1 |
A
purchase by an insurance company for one or more of its separate
accounts,
as defined by Section 2(a)(37) of the Investment Company Act
of 1940,
which are neither registered nor required to be registered thereunder,
shall be deemed to be a purchase for the account of such insurance
company.
|
Name
of
Nominee (if any):
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
____
day of ___________, 20___.
|
Very
truly yours,
|
|||||||||||||||
|
[PURCHASER]
|
|||||||||||||||
|
By:
|
|||||||||||||||
|
(Authorized
Officer)
|
|||||||||||||||
|
[By:
|
|||||||||||||||
|
Attorney-in-fact]
|
|||||||||||||||
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as
nominee.
|
[NAME
OF NOMINEE]
|
|||||||||||||||
|
By:
|
|||||||||||||||
|
(Authorized
Officer)
|
|||||||||||||||
|
[By:
|
|||||||||||||||
|
Attorney-in-fact]
|
|||||||||||||||
EXHIBIT
G
FORM
OF
REQUEST FOR RELEASE
To:
Xxxxx
Fargo Bank, National Association
0000
00xx
Xxxxxx X.X.
Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000
|
Re:
|
Custodial
Agreement, dated as of July 1, 2006, between Bear Xxxxxxx Asset Backed
Securities I LLC, as depositor, EMC Mortgage Corporation, as seller
and
master servicer, and Xxxxx Fargo Bank, National Association, as
trustee
|
In
connection with the administration of the Mortgage Loans held by you pursuant
to
the above-captioned Custodial Agreement, we request the release, and hereby
acknowledge receipt, of the Mortgage File for the Mortgage Loan described below,
for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
|
_____
|
1.
|
Mortgage
Paid in Full and proceeds have been deposited into the Custodial
Account
|
|||
|
_____
|
2.
|
Foreclosure
|
|||
|
_____
|
3.
|
Substitution
|
|||
|
_____
|
4.
|
Other
Liquidation
|
|||
|
_____
|
5.
|
Nonliquidation
|
Reason:________________________
|
||
|
_____
|
6.
|
California
Mortgage Loan paid in full
|
|||
|
By:
|
||||||||||||||
|
(authorized
signer)
|
||||||||||||||
|
Issuer:
|
||||||||||||||
|
Address:
|
||||||||||||||
|
Date:
|
||||||||||||||
EXHIBIT
H
DTC
LETTER OF REPRESENTATIONS
[Provided
upon Request]
EXHIBIT
I
SCHEDULE
OF MORTGAGE LOANS WITH LOST NOTES
[Provided
upon Request]
EXHIBIT
J
FORM
OF
CUSTODIAL AGREEMENT
CUSTODIAL
AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of July 31, 2006, by and among XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined below
(including its successors under the Pooling and Servicing Agreement defined
below, the “Trustee”) and custodian (together with any successor in interest or
any successor appointed hereunder, the “Custodian”), BEAR XXXXXXX ASSET BACKED
SECURITIES I LLC, as depositor (together with any successor in interest, the
“Depositor”), and EMC MORTGAGE CORPORATION, as seller (the “Seller”) and master
servicer (together with any successor in interest or successor under the Pooling
and Servicing Agreement referred to below, the “Master Servicer”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, the Seller, the Master Servicer and the Trustee have entered
into
a Pooling and Servicing Agreement, dated as of July 1, 2006, relating to the
issuance of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1, Series 2006-AC1 (as
in
effect on the date of this Agreement, the “Original Pooling and Servicing
Agreement,” and as amended and supplemented from time to time, the “Pooling and
Servicing Agreement”); and
WHEREAS,
the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments delivered by
the
Depositor, the Seller or the Master Servicer under the Pooling and Servicing
Agreement and the Servicers, if any, under their respective Servicing
Agreements, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Seller, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE
I.
DEFINITIONS
Capitalized
terms used in this Agreement and not defined herein shall have the meanings
assigned in the Original Pooling and Servicing Agreement, unless otherwise
required by the context herein.
ARTICLE
II.
CUSTODY
OF MORTGAGE DOCUMENTS
Section
2.1. Custodian
to Act as Agent: Acceptance of Mortgage Files.
The
Custodian, as the duly appointed custodial agent of the Trustee for these
purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the schedule attached hereto (the
“Mortgage Files”) and declares that it holds and will hold such Mortgage Files
as agent for the Trustee, in trust, for the use and benefit of all present
and
future Certificateholders.
Section
2.2. Recordation
of Assignments.
If any
Mortgage File includes one or more assignments of Mortgage that have not been
recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
Agreement and the related Mortgage Loan is not a MOM Loan or the related
Mortgaged Properties are located in jurisdictions specifically excluded by
the
Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered by
the
Custodian to the Seller for the purpose of recording it in the appropriate
public office for real property records, and the Seller, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment of Mortgage and, upon receipt
thereof from such public office, shall return each such assignment of Mortgage
to the Custodian.
Section
2.3. Review
of Mortgage Files.
(a) On
or
prior to the Closing Date, in accordance with Section 2.02 of the Pooling and
Servicing Agreement, the Custodian shall deliver to the Seller and the Trustee
an Initial Certification in the form annexed hereto as Exhibit One evidencing
receipt (subject to any exceptions noted therein) of a Mortgage File for each
of
the Mortgage Loans listed on the Schedule attached hereto (the “Mortgage Loan
Schedule”).
(b) Within
90
days of the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section
2.02
of the Pooling and Servicing Agreement, each such document, and shall deliver
to
the Seller and the Trustee an Interim Certification in the form annexed hereto
as Exhibit Two to the effect that all such documents have been executed and
received and that such documents relate to the Mortgage Loans identified on
the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be
on
their face.
(c) Not
later
than 180 days after the Closing Date, the Custodian shall review the Mortgage
Files as provided in Section 2.02 of the Pooling and Servicing Agreement and
deliver to the Seller and the Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
(d) In
reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
Agreement, the Custodian shall make no representation as to and shall not be
responsible to verify (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency or genuineness of any of the documents
included in any Mortgage File or (ii) the collectability, insurability,
effectiveness or suitability of any of the documents in any Mortgage
File.
Upon
receipt of written request from the Trustee, the Custodian shall as soon as
practicable supply the Trustee with a list of all of the documents relating
to
the Mortgage Loans missing from the Mortgage Files.
Section
2.4. Notification
of Breaches of Representations and Warranties.
Upon
discovery by the Custodian of a breach of any representation or warranty made
by
the Depositor as set forth in the Pooling and Servicing Agreement with respect
to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Depositor, the Master Servicer and the
Trustee.
Section
2.5. Custodian
to Cooperate: Release of Mortgage Files.
Upon
receipt of written notice from the Trustee that the Seller has repurchased
a
Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement,
and
a request for release (a “Request for Release”) confirming that the purchase
price therefore has been deposited in the Master Servicer Collection Account
or
the Distribution Account, then the Custodian agrees to promptly release to
the
Seller the related Mortgage File.
Upon
the
Custodian’s receipt of a Request for Release substantially in the form of
Exhibit G to the Pooling and Servicing Agreement signed by a Servicing Officer
of a Servicer, stating that it has received payment in full of a Mortgage Loan
or that payment in full will be escrowed in a manner customary for such
purposes, the Custodian agrees promptly to release to the Servicer, the related
Mortgage File. The Depositor shall deliver to the Custodian and the Custodian
agrees to review in accordance with the provisions of their Agreement the
Mortgage Note and other documents constituting the Mortgage File with respect
to
any Replacement Mortgage Loan.
From
time
to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan,
including, for this purpose, collection under any Primary Insurance Policy
or
PMI Policy, the Master Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer requesting that possession of all of
the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Insurance
Policies. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File to the Master Servicer. The Master Servicer shall cause each
Mortgage File or any document therein so released to be returned to the
Custodian when the need therefore by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Master Servicer
Collection Account or the Distribution Account or (ii) the Mortgage File or
such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing
legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery.
At
any
time that the Master Servicer is required to deliver to the Custodian a Request
for Release, the Master Servicer shall deliver two copies of the Request for
Release if delivered in hard copy or the Master Servicer may furnish such
Request for Release electronically to the Custodian, in which event the
Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage
File because of a repurchase of a Mortgage Loan, such Request for Release shall
be accompanied by an assignment of mortgage, without recourse, representation
or
warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
Loan) and the related Mortgage Note shall be endorsed without recourse,
representation or warranty by the Trustee (unless such Mortgage Loans is
registered on the MERS System) and be returned to the Seller. In connection
with
any Request for Release of a Mortgage File because of the payment in full of
a
Mortgage Loan, such Request for Release shall be accompanied by a certificate
of
satisfaction or other similar instrument to be executed by or on behalf of
the
Trustee and returned to the Master Servicer.
Section
2.6. Assumption
Agreements.
In the
event that any assumption agreement, substitution of liability agreement or
sale
of servicing agreement is entered into with respect to any Mortgage Loan subject
to this Agreement in accordance with the terms and provisions of the Pooling
and
Servicing Agreement, the Master Servicer, to the extent provided in the Pooling
and Servicing Agreement or the related Servicing Agreement, shall cause EMC
or
the related Servicer, as applicable, to notify the Custodian that such
assumption or substitution agreement has been completed by forwarding to the
Custodian the original of such assumption or substitution agreement, which
shall
be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE
III.
CONCERNING
THE CUSTODIAN
Section
3.1. Custodian
a Bailee and Agent of the Trustee.
With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and custodial agent of the Trustee and has no instructions to hold
any Mortgage Note or Mortgage for the benefit of any person other than the
Trustee and the Certificateholders and undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and in the
Pooling and Servicing Agreement. Except upon compliance with the provisions
of
Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
shall
be delivered by the Custodian to the Company, the Depositor, or the Master
Servicer or otherwise released from the possession of the
Custodian.
Section
3.2. Custodian
May Own Certificates.
The
Custodian in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Custodian.
Section
3.3. Trustee
to Pay Custodian’s Fees.
The
Trustee covenants and agrees to pay to the Custodian from time to time, and
the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian.
Section
3.4. Custodian
May Resign; Trustee May Remove Custodian.
The
Custodian may resign from the obligations and duties hereby imposed upon it
as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian and one copy
to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and
have
accepted appointment within 30 days after the giving of such written notice
of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The
Trustee may remove the Custodian at any time upon 60 days prior written notice
to Custodian. In such event, the Trustee shall appoint, or petition a court
of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision
or
examination by federal or state authority shall be able to satisfy the other
requirements contained in Section 3.6 and shall be unaffiliated with the
Servicers, the Company and the Depositor.
Any
resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.4 shall become effective
upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Depositor and the Master Servicer of the appointment
of any successor Custodian. No successor Custodian shall be appointed by the
Trustee without the prior approval of the Depositor and the Master
Servicer.
Section
3.5. Merger
or Consolidation of Custodian.
Any
Person into which the Custodian may be merged or converted or with which it
may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section
3.6. Representations
of the Custodian.
The
Custodian hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business
in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE
IV.
COMPLIANCE
WITH REGULATION AB
Section
4.1. Intent
of
the parties; Reasonableness. The parties hereto acknowledge and agree that
the
purpose of this Article IV is to facilitate compliance by the Depositor with
the
provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor shall not exercise its right to request delivery of information
or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and
the
rules and regulations of the Commission under the Securities Act and the
Exchange Act. Each of the parties hereto acknowledges that interpretations
of
the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among
participants in the mortgage-backed securities markets, advice of counsel,
or
otherwise, and agrees to comply with requests made by the Depositor in good
faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB to the extent reasonably practicable.
The Custodian shall cooperate reasonably with the Depositor to deliver to the
Depositor (including any of its assignees or designees), any and all disclosure,
statements, reports, certifications, records and any other information necessary
in the reasonable, good faith determination of the Depositor to permit the
Depositor to comply with the provisions of Regulation AB.
Section
4.2. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian hereby represents and warrants that the information set forth in
the
Prospectus Supplement under the caption "Description of the Certificates -
The
Custodian" (the "Custodian Disclosure") does not contain any untrue statement
of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Depositor under Section
4.3 that, except as disclosed in writing to the Depositor prior to such date:
(i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Agreement or any other Securitization Transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by
the
Depositor to the Custodian in writing as of the Closing Date (each, a
"Transaction Party").
(c) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a) of
this Section or, if any such representation and warranty is not accurate as
of
the date of such confirmation, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
4.3. Additional
Information to Be Provided by the Custodian. For so long as the Certificates
are
outstanding, for the purpose of satisfying the Depositor 's reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian
shall (a) notify the Depositor in writing of any material litigation or
governmental proceedings pending against the Custodian that would be material
to
Certificateholders, and (b) provide to the Depositor a written description
of
such proceedings. Any notices and descriptions required under this Section
4.3
shall be given no later than five Business Days prior to the Determination
Date
following the month in which the Custodian has knowledge of the occurrence
of
the relevant event. As of the date the Depositor or Master Servicer files each
Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under
this
Section 4.3, if any, is materially correct and does not have any material
omissions unless the Custodian has provided an update to such
information.
Section
4.4. Report
on
Assessment of Compliance and Attestation. On or before March 15 of each calendar
year, the Custodian shall:
(a) deliver
to the Master Servicer, the Depositor and the Trustee a report (in form and
substance reasonably satisfactory to the Depositor) regarding the Custodian’s
assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed
to
the Master Servicer, the Depositor and the Trustee and signed by an authorized
officer of the Custodian, and shall address each of the Servicing Criteria
specified on a certification substantially in the form of Exhibit Four attached
hereto; and
(b) deliver
to the Master Servicer, the Depositor and the Trustee a report of a registered
public accounting firm reasonably acceptable to the Depositor that attests
to,
and reports on, the assessment of compliance made by the Custodian and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
and
the Exchange Act.
Section
4.5. Indemnification;
Remedies.
(a) The
Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC
and each broker dealer acting as underwriter, placement agent or initial
purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers,
employees and agents of each of the foregoing, and shall hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs,
fees
and expenses that any of them may sustain arising out of or based
upon:
(i) (A)
any
untrue statement of a material fact contained or alleged to be contained in
the
Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
of
the Custodian (collectively, the “Custodian Information”), or (B) the omission
or alleged omission to state in the Custodian Information a material fact
required to be stated in the Custodian Information or necessary in order to
make
the statements therein, in the light of the circumstances under which they
were
made, not misleading; or
(ii) any
failure by the Custodian to deliver any information, report, certification,
accountants’ attestation or other material when and as required under this
Article IV.
(iii) the
negligence, bad faith or willful misconduct of the Custodian in the performance
of its obligations under this Article IV.
(b) In
the
case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Depositor for all costs reasonably
incurred by the Depositor in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
(c) In
no
event shall the Custodian or its directors, officers, and employees be liable
for any special, indirect or consequential damages from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even
if
advised of the possibility of such damages.
This
indemnification shall survive the termination of this Agreement or the
termination of the Custodian.
ARTICLE
V.
MISCELLANEOUS
PROVISIONS
Section
5.1. Notices.
All
notices, requests, consents and demands and other communications required under
this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered or certified
mail, postage prepaid, return receipt requested, at the addresses specified
on
the signature page hereof (unless changed by the particular party whose address
is stated herein by similar notice in writing), in which case the notice will
be
deemed delivered when received.
Section
5.2. [Reserved].
Section
5.3. Amendments.
No
modification or amendment of or supplement to this Agreement shall be valid
or
effective unless the same is in writing and signed by all parties
hereto. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling and Servicing Agreement and furnish
the
Custodian with written copies thereof.
Section
5.4. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section
5.5. Recordation
of Agreement.
To the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Depositor and at the
Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Depositor to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
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
5.6. 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.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
|
Address:
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Attention:
BSMF 2006-AC1
Telecopy:
(000) 000-0000
Confirmation:
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, not individually but solely as
Trustee
By:__________________________________
Name:
Title:
|
|
Address:
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC
By:__________________________________
Name:
Title:
|
|
Address:
0000
Xxxx Xxxxx Xxxxx,
Xxxxxxxxxx,
Xxxxx 00000
|
EMC
MORTGAGE CORPORATION
By:__________________________________
Name:
Title:
|
|
Address:
0000
00xx Xxxxxx X.X.
Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION, as Custodian
By:__________________________________
Name:
Title:
|
|
)
|
||
|
)
|
ss.:
|
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
31st
day of
July 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a(n) __________________ of Xxxxx Fargo
Bank, National Association, a national banking association, one of the parties
that executed the within agreement, and also known to me to be the person who
executed the within agreement on behalf of said party and acknowledged to me
that such party 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
|
[SEAL]
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
31st
day of
July 2006 before me, a notary public in and for said State, personally appeared
Xxxxx Xxxxxxxxxxx, known to me to be a Vice President of Bear Xxxxxxx Asset
Backed Securities I LLC, and also known to me to be the person who executed
the
within instrument on behalf of said party, and acknowledged to me that such
party 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
|
[SEAL]
|
STATE
OF TEXAS
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF DALLAS
|
)
|
On
the
31st
day of
July 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be an authorized representative of EMC
Mortgage Corporation, one of the parties that executed the within instrument,
and also known to me to be the person who executed the within instrument on
behalf of said party, and acknowledged to me that such party 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 MINNESOTA
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
31st
day of
July 2006 before me, a notary public in and for said State, personally appeared
___________________, known to me to be a(n) _________________of Xxxxx Fargo
Bank, National Association, a national banking association, one of the parties
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said party, and acknowledged to me that such party
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
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
July
31,
2006
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx,
Xxxxxxxxxx,
Xxxxx 00000
Attention:
Bear Xxxxxxx Mortgage Funding Trust 2006-AC1, Series 2006-AC1
|
Re:
|
Custodial
Agreement, dated as of July 31, 2006, by and among Bear Xxxxxxx Asset
Backed Securities I LLC, EMC Mortgage Corporation and Xxxxx Fargo
Bank,
National Association relating to Bear Xxxxxxx Mortgage Funding Trust
2006-AC1, Asset-Backed
Certificates, Series 2006-AC1
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
(which contains an original Mortgage Note or lost note affidavit) to the extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect
to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
[DATE]
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx,
Xxxxxxxxxx,
Xxxxx 00000
Attention:
Bear Xxxxxxx Mortgage Funding Trust 2006-AC1, Series 2006-AC1
|
Re:
|
Custodial
Agreement, dated as of July 31, 2006, by and among Bear Xxxxxxx Asset
Backed Securities I LLC, EMC Mortgage Corporation and Xxxxx Fargo
Bank,
National Association relating to Bear Xxxxxxx Mortgage Funding Trust
2006-AC1, Asset-Backed
Certificates, Series 2006-AC1
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(b) of the above-captioned Custodial Agreement and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
[DATE]
Xxxxx
Fargo Bank, National Association
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx,
Xxxxxxxxxx,
Xxxxx 00000
Attention:
Mortgage Funding Trust 2006-AC1, Series 2006-AC1
|
Re:
|
Custodial
Agreement, dated as of July 31, 2006, by and among Bear Xxxxxxx Asset
Backed Securities I LLC, EMC Mortgage Corporation and Xxxxx Fargo
Bank,
National Association relating to Bear Xxxxxxx Mortgage Funding Trust
2006-AC1, Asset-Backed
Certificates, Series 2006-AC1
|
In
accordance with Section 2.3(c) of the above-captioned Custodial Agreement
and,
subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement or in the Pooling and Servicing
Agreement, as applicable.
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
FOUR
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address, at
a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the pool assets are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
|
|
Cash
Collection and Administration
|
||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances are made,
reviewed and approved as specified in the transaction
agreements.
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institutions” with respect
to a foreign financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange
Act.
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliations; and (D) contain explanations for reconciling items,
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
|
|
Investor
Remittances and Reporting
|
||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements, (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors; or the trustee’s records as to the total unpaid principal
balance and number of pool assets serviced by the
servicer.
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
|
Pool
Asset Administration
|
||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related asset pool documents.
|
√
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
√
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements
|
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance with
the
related pool asset documents.
|
|
|
1122(d)(4)(v)
|
The
servicer’s records regarding the pool assets agree with the servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s pool asset (e.g., loan
modifications or re-agings) are made, reviewed and approved by authorized
personnel in accordance with the transaction agreements and related
pool
asset documents.
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation of recovery actions (e.g., forbearance plans, modifications
and
deed in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
documents.
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
pool
asset is delinquent in accordance with the transaction agreements.,
Such
records are maintained in at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts);
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 3- calendar
days of full repayment of the related pool asset, or such other number
of
days specified in the transaction agreements.
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax ore insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the service at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible funds are recognized and recorded in
accordance with the transaction agreements.
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in item 1114(a)(1)
through (3) or item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
|
EXHIBIT
K
FORM
OF BACK-UP CERTIFICATION
TO FORM 10-K CERTIFICATE
The
[ ]
agreement dated as
of [
],
200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I,
________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
[Trustee], and their officers, with the knowledge and intent that they will
rely
upon this certification, that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the [Depositor] [Master
Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company
Servicing Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the [Depositor] [Master
Servicer] [Trustee];
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant to
the
Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
instances of noncompliance described in such reports have been disclosed to
the
[Depositor] [Master Servicer]. Any material instance of noncompliance with
the
Servicing Criteria has been disclosed in such reports.
|
Date:
|
_________________________
|
|
By:
|
|
|
Name:
|
________________________________
|
|
Title:
|
________________________________
|
EXHIBIT
L
FORM
OF MORTGAGE
LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of July 31, 2006, as amended and supplemented
by any and all amendments hereto (collectively, “this
Agreement”),
by
and between EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC”
or
the
“Mortgage
Loan Seller”),
and
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability company
(the “Purchaser”).
Upon
the
terms and subject to the conditions of this Agreement, the Mortgage Loan Seller
agrees to sell, and the Purchaser agrees to purchase, certain conventional,
fixed rate, first lien mortgage loans secured by one- to four-family residences
(collectively, the “Mortgage
Loans”)
as
described herein. The Purchaser intends to deposit the Mortgage Loans into
a
trust fund (the “Trust
Fund”)
and
create Bear Xxxxxxx Mortgage Funding Trust 2006-AC1, Asset-Backed Certificates,
Series 2006-AC1 (the “Certificates”),
under
a pooling and servicing agreement, to be dated as of July 1, 2006 (the
“Pooling
and Servicing Agreement”),
among
the Purchaser, as depositor, the Mortgage Loan Seller, as seller and master
servicer (the “Master
Servicer”),
and
Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”).
The
Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
a
registration statement on Form S-3 (Number 333-131374) relating to its
Asset-Backed Certificates and the offering of certain series thereof (including
certain classes of the Certificates) from time to time in accordance with Rule
415 under the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder (the “Securities
Act”).
Such
registration statement, when it became effective under the Securities Act,
and
the prospectus relating to the public offering of certain classes of the
Certificates by the Purchaser (the “Public
Offering”),
as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the “Registration
Statement”
and
the
“Prospectus”,
respectively. The “Term
Sheet Supplement”
shall
mean the term sheet supplement dated July 18, 2006, relating to certain classes
of the Certificates. The “Prospectus
Supplement”
shall
mean that supplement, dated July 27, 2006, to the Prospectus, dated June 7,
2006, relating to certain classes of the Certificates. With respect to the
Public Offering of certain classes of the Certificates, the Purchaser and Bear,
Xxxxxxx & Co. Inc. (“Bear
Xxxxxxx”)
have
entered into a terms agreement, dated as of July 18, 2006, to an underwriting
agreement, dated April 13, 2006, between the Purchaser and Bear Xxxxxxx
(together, the “Underwriting
Agreement”).
Now,
therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
SECTION
1. Definitions.
Certain
terms are defined herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Pooling and Servicing Agreement. The
following other terms are defined as follows:
Acquisition
Price:
Cash in
an amount equal to $
*
(plus
$ *
in
accrued interest), and the Retained Certificates.
Bear
Xxxxxxx:
Bear,
Xxxxxxx & Co. Inc.
Closing
Date:
July
31, 2006.
Custodial
Agreement:
An
agreement, dated as of July 31, 2006 among the Depositor, the Mortgage Loan
Seller, the Trustee, the Master Servicer and the Custodian.
Cut-off
Date Balance:
Shall
mean $246,386,026.04.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its scheduled
payment is due, as set forth in the related Mortgage Note.
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.
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.
Moody’s:
Xxxxx’x
Investors Service, Inc., or its successors in interest.
Mortgage:
The
mortgage or deed of trust creating a first lien on an interest in real property
securing a Mortgage Note.
Mortgage
File:
The
items referred to in Exhibit
1
pertaining to a particular Mortgage Loan and any additional documents required
to be added to such documents pursuant to this Agreement.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor:
The
obligor(s) on a Mortgage Note.
Net
Mortgage Rate:
For
each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the Master
Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which
the
LPMI Fee is calculated, if applicable.
* Please
contact Bear Xxxxxxx for pricing information.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Mortgage Loan Seller
or
the Purchaser, reasonably acceptable to the Trustee.
Person:
Any
legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased by the Mortgage Loan
Seller pursuant to the applicable provisions of this Agreement, an amount equal
to the sum of (i) 100% of the principal 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), (ii) accrued and unpaid interest thereon at the Mortgage
Rate through and including the last day of the month of purchase 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.
Rating
Agencies:
Standard & Poor’s and Xxxxx’x, each a “Rating
Agency”.
Replacement
Mortgage Loan:
A
mortgage loan substituted for a Deleted
Mortgage
Loan which must meet on the date of such substitution the requirements stated
herein and in the Pooling and Servicing Agreement; upon such substitution,
such
mortgage loan shall be a “Mortgage Loan” hereunder.
Securities
Act:
The
Securities Act of 1933, as amended.
Standard
& Poor’s:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its
successors in interest.
Transaction
Documents:
This Agreement, the Pooling and Servicing Agreement, the Custodial Agreement
and
the Underwriting Agreement.
Value:
The
value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property
set
forth in an appraisal accepted by the applicable originator of the Mortgage
Loan
or (ii) the sales price of such property at the time of
origination.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, National Association.
SECTION
2. Purchase
and Sale of the Mortgage Loans and Related Rights.
(a) Upon
satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
Loan
Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans
sold
by the Mortgage Loan Seller having an aggregate outstanding principal balance
as
of the Cut-off Date equal to the related Cut-off Date Balance.
(b) The
closing for the purchase and sale of the Mortgage Loans and the closing for
the
issuance of the Certificates will take place on the Closing Date at the office
of the Purchaser’s counsel in New York, New York or such other place as the
parties shall agree.
(c) Upon
the
satisfaction of the conditions set forth in Section 10 hereof, on the Closing
Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price
for the Mortgage Loans sold by the Mortgage Loan Seller in immediately available
funds by wire transfer to such account or accounts as shall be designated by
the
Mortgage Loan Seller.
(d) In
addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
to the Purchaser all of its right, title and interest in the Servicing
Agreements.
SECTION
3. Mortgage
Loan Schedules.
The
Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof
a
preliminary listing of the Mortgage Loans (the “Preliminary Mortgage Loan
Schedule”) setting forth the information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule,
the
Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date
a
final schedule (the “Final Mortgage Loan Schedule”) setting forth the
information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be
delivered to the Purchaser on the Closing Date, shall be attached to an
amendment to this Agreement to be executed on the Closing Date by the parties
hereto and shall be in form and substance mutually agreed to by the Mortgage
Loan Seller and the Purchaser (the “Amendment”). If there are no changes to the
Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule
shall
be the Final Mortgage Loan Schedule for all purposes hereof.
SECTION
4. Mortgage
Loan Transfer.
(a) The
Purchaser will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due after the Cut-off Date (regardless of when actually
collected) and all payments thereof. The Mortgage Loan Seller will be entitled
to all scheduled payments of principal and interest on the Mortgage Loans due
on
or before the Cut-off Date (including payments collected after the Cut-off
Date)
and all payments thereof. Such principal amounts and any interest thereon
belonging to the Mortgage Loan Seller as described above will not be included
in
the aggregate outstanding principal balance of the Mortgage Loans as of the
Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(b) Pursuant
to various conveyancing documents to be executed on the Closing Date and
pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on
the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller
has delivered or will deliver or cause to be delivered to the Trustee or the
Custodian on behalf of the Trustee by the Closing Date or such later date as
is
agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
Date and such later date is referred to as a “Mortgage
File Delivery Date”),
the
items of each Mortgage File, provided,
however,
that in
lieu of the foregoing, the Mortgage Loan Seller may deliver the following
documents, under the circumstances set forth below: (x) in lieu of the original
Mortgage, assignments to the Trustee or intervening assignments thereof which
have been delivered, are being delivered or will upon receipt of recording
information relating to the Mortgage required to be included thereon, be
delivered to recording offices for recording and have not been returned in
time
to permit their delivery as specified above, the Mortgage Loan Seller may
deliver a true copy thereof with a certification by the Mortgage Loan Seller
or
the Master Servicer, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original, which has been
transmitted for recording;” (y) in lieu of the Mortgage, assignments to the
Trustee or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents or if the originals are lost (in each
case, as evidenced by a certification from the Mortgage Loan Seller or the
Master Servicer to such effect), the Mortgage Loan Seller may deliver
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, each identified in the list delivered by the Purchaser to the
Trustee on the Closing Date and attached hereto as Exhibit
5
the
Mortgage Loan Seller may deliver lost note affidavits and indemnities of the
Mortgage Loan Seller; 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 Mortgage Loan Seller, in lieu of delivering the above
documents, may deliver to the Trustee a certification by the Mortgage Loan
Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall
deliver such original documents (including any original documents as to which
certified copies had previously been delivered) or such certified copies to
the
Trustee, or the Custodian on behalf of the Trustee, promptly after they are
received. The Mortgage Loan Seller shall cause the Mortgage and intervening
assignments, if any, and the assignment of the Mortgage to be recorded not
later
than 180 days after the Closing Date unless such assignment is not required
to
be recorded under the terms set forth in Section 6(a) hereof.
(c) In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Mortgage Loan Seller further agrees that it will cause, at the
Mortgage Loan Seller’s own expense, within 30 days after the Closing Date, the
MERS® System to indicate that such Mortgage Loans have been assigned by the
Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by
including (or deleting, in the case of Mortgage Loans which are repurchased
in
accordance with this Agreement) in such computer files (a) the code in the
field
which identifies the specific Trustee and (b) the code in the field “Pool Field”
which identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Mortgage Loan Seller further agrees that it will not, and
will not permit any Servicer or 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 the Pooling and Servicing
Agreement unless and until such Mortgage Loan is repurchased in accordance
with
the terms of the Pooling and Servicing Agreement.
(d) The
Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the
Mortgage Loans and the related servicing, will ultimately be assigned to Xxxxx
Fargo Bank, National Association, as Trustee for the benefit of the
Certificateholders, on the date hereof.
SECTION
5. Examination
of Mortgage Files.
(a) On
or
before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
made
the Mortgage Files available to the Purchaser or its agent for examination
which
may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser’s rights to demand cure,
repurchase, substitution or other relief as provided in this Agreement. In
furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
Files available to the Purchaser or its agent from time to time so as to permit
the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing
Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller
agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or
prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the
Purchaser, Bear Xxxxxxx and to such investors or prospective investors (which
may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
Seller’s custodian) and to make available personnel knowledgeable about the
Mortgage Loans for discussions with the Purchaser, Bear Xxxxxxx and such
investors or prospective investors, upon reasonable request during regular
business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and such
investors or potential investors to conduct such due diligence as any such
party
reasonably believes is appropriate.
(b) Pursuant
to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
the
Custodian as obligated under the Custodial Agreement), for the benefit of the
Certificateholders, will review items of the Mortgage Files as set forth on
Exhibit
1
and will
deliver to the Mortgage Loan Seller an initial certification in the form
attached as Exhibit One to the Custodial Agreement.
(c) Within
90
days of the Closing Date, the Trustee or the Custodian on its behalf shall,
in
accordance with the provisions of Section 2.02 of the Pooling and Servicing
Agreement, deliver to the Mortgage Loan Seller and the Trustee an Interim
Certification in the form attached as Exhibit Two to the Custodial Agreement
to
the effect that all such documents have been executed and received and that
such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers
to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face.
(d) The
Trustee or the Custodian on its behalf will review the Mortgage Files within
180
days of the Closing Date and will deliver to the Mortgage Loan Seller and 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. If the Trustee or the Custodian on its behalf is unable to deliver
a
final certification with respect to the items listed in Exhibit
1
due to
any document that is missing, has not been executed, is unrelated, determined
on
the basis of the Mortgagor name, original principal balance and loan number,
to
the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
“Material
Defect”),
the
Trustee or the Custodian on its behalf shall notify the Mortgage Loan Seller
of
such Material Defect. The Mortgage Loan Seller (on its own behalf as a Mortgage
Loan Seller) shall correct or cure any such Material Defect within 90 days
from
the date of notice from the Trustee of the Material Defect and if the Mortgage
Loan Seller does not correct or cure such Material Defect within such period
and
such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will,
in accordance with the terms of the Pooling and Servicing Agreement, within
90
days of the date of notice, provide the Trustee with a Replacement Mortgage
Loan
(if within two years of the Closing Date) or purchase the related Mortgage
Loan
at the applicable Purchase Price; provided,
however,
that if
such defect relates solely to the inability of the Mortgage Loan Seller to
deliver the original security instrument or intervening assignments thereof,
or
a certified copy because the originals of such documents, or a certified copy,
have not been returned by the applicable jurisdiction, the Mortgage Loan Seller
shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller
delivers such original documents or certified copy promptly upon receipt, but
in
no event later than 360 days after the Closing Date. The foregoing repurchase
obligation shall not apply in the event that the Mortgage Loan Seller cannot
deliver such original or copy of any document submitted for recording to the
appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that the Mortgage Loan
Seller shall instead deliver a recording receipt of such recording office or,
if
such receipt is not available, a certificate of Mortgage Loan Seller or a
Servicing Officer confirming that such documents have been accepted for
recording, and delivery to the Trustee shall be effected by the Mortgage Loan
Seller within thirty days of its receipt of the original recorded
document.
(e) At
the
time of any substitution, the Mortgage Loan Seller shall deliver or cause to
be
delivered the Replacement Mortgage Loan, the related Mortgage File and any
other
documents and payments required to be delivered in connection with a
substitution pursuant to the Pooling and Servicing Agreement. At the time of
any
purchase or substitution, the Trustee shall (i) assign the selected Mortgage
Loan to the Mortgage Loan Seller and shall release or cause the Custodian to
release the documents (including, but not limited to the Mortgage, Mortgage
Note
and other contents of the Mortgage File) in the possession of the Trustee or
the
Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Mortgage Loan Seller title to
such Deleted Mortgage Loan.
SECTION
6. Recordation
of Assignments of Mortgage.
(a) The
Mortgage Loan Seller will, promptly after the Closing Date, cause each Mortgage
and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee,
and all unrecorded intervening assignments, if any, delivered on or prior to
the
Closing Date, to be recorded in all recording offices in the jurisdictions
where
the related Mortgaged Properties are located; provided,
however,
the
Mortgage Loan Seller need not cause to be recorded any assignment which relates
to a Mortgage Loan that is a MOM Loan or for which the related Mortgaged
Property is located in any jurisdiction under the laws of which, as evidenced
by
an Opinion of Counsel delivered by the Mortgage Loan Seller to the Trustee
and
the Rating Agencies, the recordation of such assignment is not necessary to
protect the Trustee’s interest in the related Mortgage Loan; provided,
however,
notwithstanding the delivery of any Opinion of Counsel, each assignment of
Mortgage shall be submitted for recording by the Mortgage Loan Seller in the
manner described above, at no expense to the Trust Fund or Trustee, upon the
earliest to occur of (i) reasonable direction by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of the Trust,
(ii)
the occurrence of a Company Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgage Loan Seller under the Pooling
and Servicing Agreement, (iv) the occurrence of a servicing transfer as
described in Section 9.05 of the Pooling and Servicing Agreement or an
assignment of the servicing as described in Section 8.05(b) of the Pooling
and
Servicing Agreement or (iv) with respect to any one assignment of Mortgage,
the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage.
While
each such Mortgage or assignment is being recorded, if necessary, the Mortgage
Loan Seller shall leave or cause to be left with the Trustee or the Custodian
on
its behalf a certified copy of such Mortgage or assignment. In the event that,
within 180 days of the Closing Date, the Trustee has not been provided with
an
Opinion of Counsel as described above or received evidence of recording with
respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms
hereof or as set forth above and the related Mortgage Loan is not a MOM Loan,
the failure to provide evidence of recording or such Opinion of Counsel shall
be
considered a Material Defect, and the provisions of Section 5(c) and (d) shall
apply. All customary recording fees and reasonable expenses relating to the
recordation of the assignments of mortgage to the Trustee or the Opinion of
Counsel, as the case may be, shall be borne by the Mortgage Loan
Seller.
(b) It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
be, and be treated as, a sale. It is, further, not the intention of the parties
that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
Loan Seller to the Purchaser to secure a debt or other obligation of the
Mortgage Loan Seller. However, in the event that, notwithstanding the intent
of
the parties, the Mortgage Loans are held by a court to continue to be property
of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to
be
a security agreement within the meaning of Articles 8 and 9 of the applicable
Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for
herein shall be deemed to be a grant by the Mortgage Loan Seller to the
Purchaser of a security interest in all of the Mortgage Loan Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser
would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
to
Section 4 hereof, including all amounts, other than investment earnings, from
time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Purchaser or the Trustee (or the
Custodian on its behalf) of Mortgage Notes and such other items of property
as
constitute instruments, money, negotiable documents or chattel paper shall
be
deemed to be “possession by the secured party” for purposes of perfecting the
security interest pursuant to Section 9-305 (or comparable provision) of the
applicable Uniform Commercial Code; and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as
applicable) of the Purchaser for the purpose of perfecting such security
interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing
Agreement shall also be deemed to be an assignment of any security interest
created hereby. The Mortgage Loan Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be reasonably necessary
to ensure that, if this Agreement were deemed to create a security interest
in
the Mortgage Loans, 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 Pooling and Servicing Agreement.
SECTION
7. Representations
and Warranties of the Mortgage Loan Seller Concerning the Mortgage
Loans.
The
Mortgage Loan Seller hereby represents and warrants to the Purchaser as of
the
Closing Date or such other date as may be specified below with respect to each
Mortgage Loan being sold by it, that:
(a) The
information set forth in the Mortgage Loan Schedule hereto is true and correct
in all material respects.
(b) Immediately
prior to the transfer to the Purchaser, the Mortgage Loan Seller was the sole
owner of beneficial title and holder of each Mortgage and Mortgage Note relating
to the Mortgage Loans and is conveying the same free and clear of any and all
liens, claims, encumbrances, participation interests, equities, pledges, charges
or security interests of any nature and the Mortgage Loan Seller has full right
and authority to sell or assign the same pursuant to this
Agreement.
(c) Each
Mortgage Loan at the time it was made complied in all material respects with
all
applicable federal, state and local laws and regulations, including, without
limitation, usury, equal credit opportunity, disclosure and recording laws
and
all applicable predatory, abusive and fair lending laws; and each Mortgage
Loan
has been serviced in all material respects in accordance with all applicable
laws and regulations, including, without limitation, usury, equal credit
opportunity, disclosure and recording laws and all applicable anti-predatory
lending laws and the terms of the related Mortgage Note, the Mortgage and other
loan documents.
(d) There
is
no monetary default existing under any Mortgage or the related Mortgage Note
and
there is no material event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach
or event of acceleration; and neither the Mortgage Loan Seller, any of its
affiliates nor any servicer of any related Mortgage Loan has taken any action
to
waive any default, breach or event of acceleration; and no foreclosure action
is
threatened or has been commenced with respect to the Mortgage Loan.
(e) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, (i) if required by
law
in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
the interests of the Trustee on behalf of the Certificateholders.
(f) No
selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting
the
Mortgage Loans.
(g) Each
Mortgage is a valid and enforceable first or second lien on the property
securing the related Mortgage Note and each Mortgaged Property is owned by
the
Mortgagor in fee simple (except with respect to common areas in the case of
condominiums, PUDs and de minimis
PUDs) or
by leasehold for a term longer than the term of the related Mortgage, subject
only to (i) the lien of current real property taxes and assessments, (ii)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal obtained in connection with the
origination of the related Mortgage Loan or referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan and
(iii) other matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended to be provided
by such Mortgage.
(h) There
is
no mechanics’ lien or claim for work, labor or material affecting the premises
subject to any Mortgage which is or may be a lien prior to, or equal with,
the
lien of such Mortgage except those which are insured against by the title
insurance policy referred to in clause (m) below.
(i) There
was
no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a stay
had been granted against levying on the property.
(j) There
is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note.
(k) The
physical property subject to any Mortgage is free of material damage and is
in
good repair and there is no proceeding pending or threatened for the total
or
partial condemnation of any Mortgaged Property.
(l) The
Mortgaged Property and all improvements thereon comply with all requirements
of
any applicable zoning and subdivision laws and ordinances.
(m) A
lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
assurance of title customary in the relevant jurisdiction therefor in a form
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, was issued on the date that each
Mortgage Loan was created by a title insurance company which, to the best of
the
Mortgage Loan Seller’s knowledge, was qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring the
Mortgage Loan Seller and its successors and assigns that the Mortgage is a
first
priority lien on the related Mortgaged Property in the original principal amount
of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under such
lender’s title insurance policy, and such policy, binder or assurance is valid
and remains in full force and effect, and each such policy, binder or assurance
shall contain all applicable endorsements including a negative amortization
endorsement, if applicable.
(n) At
the
time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the
Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Mae or
Xxxxxxx Mac.
(o) The
improvements on each Mortgaged Property securing a Mortgage Loan are insured
(by
an insurer which is acceptable to the Mortgage Loan Seller) against loss by
fire
and such hazards as are covered under a standard extended coverage endorsement
in the locale in which the Mortgaged Property is located, in an amount which
is
not less than the lesser of the maximum insurable value of the improvements
securing such Mortgage Loan or the outstanding principal balance of the Mortgage
Loan, but in no event in an amount less than an amount that is required to
prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the
improvement on the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the condominium project;
if
upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area, a
flood insurance policy is in effect in an amount representing coverage not
less
than the least of (i) the outstanding principal balance of the Mortgage Loan,
(ii) the restorable cost of improvements located on such Mortgaged Property
or
(iii) the maximum coverage available under federal law; and each Mortgage
obligates the Mortgagor thereunder to maintain the insurance referred to above
at the Mortgagor’s cost and expense.
(p) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
(7)
and (9) without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a “qualified
mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2),
(4), (5), (6), (7) and (9).
(q) None
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as
amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home
Ownership Security Act of 2002 that were originated between November 26, 2003
and July 7, 2004), “high risk home” or “predatory” loans under any applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees).
(r) The
information set forth in Schedule A of the Prospectus Supplement with respect
to
the Mortgage Loans
is true
and correct in all material respects.
(s) No
Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms
are
defined in the then current Standard & Poor’s LEVELS® Glossary, which is now
Version 5.7, Appendix E, attached hereto as Exhibit 6) or (b) was originated
on
or after October 1, 2002 through March 6, 2003 and is governed by the Georgia
Fair Lending Act.
(t) Each
Mortgage Loan was originated in accordance with the underwriting guidelines
of
the related originator.
(u) Each
original Mortgage has been recorded or is in the process of being recorded
in
accordance with the requirements of Section 2.01 of the Pooling and Servicing
Agreement in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the Trust Fund.
(v) The
related Mortgage File contains each of the documents and instruments listed
in
Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
substitutions and qualifications as are set forth in such Section.
(w) The
Mortgage Loans are currently being serviced in accordance with accepted
servicing practices.
(x) With
respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan
Seller and each prepayment penalty
is
permitted pursuant to federal, state and local law. In addition, with respect
to
each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty for
a
term in excess of five years from the date such Mortgage Loan was originated
and
(ii) such prepayment penalty is at least equal to the lesser of (A) the maximum
amount permitted under applicable law and (B) six months interest at the related
Mortgage Interest Rate on the amount prepaid in excess of 20% of the original
principal balance of such Mortgage Loan.
(y) If
any of
the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect and
is
not subject to any prior lien or encumbrance by which the leasehold could be
terminated or subject to any charge or penalty; and the remaining term of the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 7 will inure to the benefit of the Purchaser, its successors and
assigns, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or assignment of Mortgage or the examination of any Mortgage
File.
Upon any substitution for a Mortgage Loan, the representations and warranties
set forth above shall be deemed to be made by the Mortgage Loan Seller as to
any
Replacement Mortgage Loan as of the date of substitution.
Upon
discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or
the
Trustee of a breach of any representation or warranty of the Mortgage Loan
Seller set forth in this Section 7 which materially and adversely affects the
value of the interests of the Purchaser, the Certificateholders or the Trustee
in any of the Mortgage Loans delivered to the Purchaser pursuant to this
Agreement, the party discovering or receiving notice of such breach shall give
prompt written notice to the others. In the case of any such breach of a
representation or warranty set forth in this Section 7, within 90 days from
the
date of discovery by the Mortgage Loan Seller, or the date the Mortgage Loan
Seller is notified by the party discovering or receiving notice of such breach
(whichever occurs earlier), the Mortgage Loan Seller will (i) cure such breach
in all material respects, (ii) purchase the affected Mortgage Loan at the
applicable Purchase Price or (iii) if within two years of the Closing Date,
substitute a qualifying Replacement Mortgage Loan in exchange for such Mortgage
Loan; provided that, (A) in the case of a breach of the representation and
warranty concerning the Mortgage Loan Schedule contained in clause (a) of this
Section 7, if such breach is material and relates to any field on the Mortgage
Loan Schedule which identifies any Prepayment Charge or (B) in the case of
a
breach of the representation contained in clause (x) of this Section 7, then,
in
each case, in lieu of purchasing such Mortgage Loan from the Trust Fund at
the
Purchase Price, the Mortgage Loan Seller shall pay the amount of the Prepayment
Charge (net of any amount previously collected by or paid to the Trust Fund
in
respect of such Prepayment Charge) from its own funds and without reimbursement
therefor, and the Mortgage Loan Seller shall have no obligation to repurchase
or
substitute for such Mortgage Loan. The obligations of the Mortgage Loan Seller
to cure, purchase or substitute a qualifying Replacement Mortgage Loan shall
constitute the Purchaser’s, the Trustee’s and the Certificateholder’s sole and
exclusive remedy under this Agreement or otherwise respecting a breach of
representations or warranties hereunder with respect to the Mortgage Loans,
except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser
for such breach as set forth in and limited by Section 13 hereof.
Any
cause
of action against the Mortgage Loan Seller or relating to or arising out of
a
breach by the Mortgage Loan Seller of any representations and warranties made
in
this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such
breach by the Mortgage Loan Seller or notice thereof by the party discovering
such breach and (ii) failure by the Mortgage Loan Seller to cure such breach,
purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage
Loan
pursuant to the terms hereof.
SECTION
8. Representations
and Warranties Concerning the Mortgage Loan Seller.
As of
the date hereof and as of the Closing Date, the Mortgage Loan Seller represents
and warrants to the Purchaser as to itself in the capacity indicated as
follows:
(a) the
Mortgage Loan Seller (i) is a corporation duly organized, validly existing
and
in good standing under the laws of the State of Delaware and (ii) is qualified
and in good standing to do business in each jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
reasonably be expected to have a material adverse effect on the Mortgage Loan
Seller’s business as presently conducted or on the Mortgage Loan Seller’s
ability to enter into this Agreement or any other Transaction Document to which
it is a party and to consummate the transactions contemplated hereby or
thereby;
(b) the
Mortgage Loan Seller has full power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement or any other Transaction Document to which it is a
party;
(c) the
execution and delivery by the Mortgage Loan Seller of this Agreement and any
other Transaction Document to which it is a party has been duly authorized
by
all necessary action on the part of the Mortgage Loan Seller; and neither the
execution and delivery of this Agreement or any other Transaction Document
to
which it is a party, nor the consummation of the transactions herein or therein
contemplated, nor compliance with the provisions hereof or thereof, will
conflict with or result in a breach of, or constitute a default under, any
of
the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Mortgage Loan Seller or its properties or the charter
or
by-laws of the Mortgage Loan Seller, except those conflicts, breaches or
defaults which would not reasonably be expected to have a material adverse
effect on the Mortgage Loan Seller’s ability to enter into this Agreement or any
other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Mortgage Loan Seller of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given
or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;
(e) each
of
this Agreement and the other Transaction Document to which it is a party has
been duly executed and delivered by the Mortgage Loan Seller and, assuming
due
authorization, execution and delivery by the Purchaser, constitutes a valid
and
binding obligation of the Mortgage Loan Seller enforceable against it in
accordance with its terms (subject to applicable bankruptcy and insolvency
laws
and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Mortgage
Loan Seller, threatened against the Mortgage Loan Seller, before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or any other
Transaction Document to which it is a party or (ii) with respect to any other
matter which in the judgment of the Mortgage Loan Seller could reasonably be
expected to be determined adversely to the Mortgage Loan Seller and will if
determined adversely to the Mortgage Loan Seller materially and adversely affect
the Mortgage Loan Seller’s ability to perform its obligations under this
Agreement or any other Transaction Document to which it is a party; and the
Mortgage Loan Seller is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially
and
adversely affect the transactions contemplated by this Agreement;
and
(g) the
Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not
include any untrue statement of a material fact or omit to state a material
fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
9. Representations
and Warranties Concerning the Purchaser.
As of
the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Mortgage Loan Seller as follows:
(a) the
Purchaser (i) is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is
qualified and in good standing to do business in each jurisdiction where such
qualification is necessary, except where the failure so to qualify would not
reasonably be expected to have a material adverse effect on the Purchaser’s
business as presently conducted or on the Purchaser’s ability to enter into this
Agreement or any other Transaction Document to which it is a party and to
consummate the transactions contemplated hereby or thereby;
(b) the
Purchaser has full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this
Agreement or any other Transaction Document to which it is a party;
(c) the
execution and delivery by the Purchaser of this Agreement or any other
Transaction Document to which it is a party has been duly authorized by all
necessary action on the part of the Purchaser; and neither the execution and
delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof or thereof, will
conflict with or result in a breach of, or constitute a default under, any
of
the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Purchaser or its properties or the certificate of formation
or limited liability company agreement of the Purchaser, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser’s ability to enter into this Agreement or any
other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Purchaser of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) each
of
this Agreement and the other Transaction Documents to which it is a party has
been duly executed and delivered by the Purchaser and, assuming due
authorization, execution and delivery by the Mortgage Loan Seller, constitutes
a
valid and binding obligation of the Purchaser enforceable against it in
accordance with its terms (subject to applicable bankruptcy and insolvency
laws
and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
threatened against the Purchaser, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party or (ii) with respect to any other matter which in the judgment of
the
Purchaser will be determined adversely to the Purchaser and will if determined
adversely to the Purchaser materially and adversely affect the Purchaser’s
ability to perform its obligations under this Agreement and the other
Transaction Documents to which it is a party; and the Purchaser is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement and the other Transaction Documents
to which it is a party; and
(g) the
Purchaser’s Information (as defined in Section 13(b) hereof) does not include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
10. Conditions
to Closing.
(a) The
obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:
(1) Each
of
the obligations of the Mortgage Loan Seller required to be performed at or
prior
to the Closing Date pursuant to the terms of this Agreement shall have been
duly
performed and complied with in all material respects; all of the representations
and warranties of the Mortgage Loan Seller under this Agreement shall be true
and correct as of the date or dates specified in all material respects; and
no
event shall have occurred which, with notice or the passage of time, would
constitute a default under this Agreement or any of the Transaction Documents;
and the Purchaser shall have received certificates to that effect signed by
authorized officers of the Mortgage Loan Seller.
(2) The
Purchaser shall have received all of the following closing documents, in such
forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to
the
respective terms thereof:
(i) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(ii) If
required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule
containing the information set forth on Exhibit
2
hereto,
one copy to be attached to each counterpart of the Amendment;
(iii) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Trustee and the Purchaser, and all documents required thereby duly
executed by all signatories;
(iv) A
certificate of an officer of the Mortgage Loan Seller dated as of the Closing
Date, in a form reasonably acceptable to the Purchaser, and attached thereto
the
resolutions of the Mortgage Loan Seller authorizing the transactions
contemplated by this Agreement and the other Transaction Documents to which it
is a party, together with copies of the articles of incorporation, by-laws
and
certificate of good standing of the Mortgage Loan Seller;
(v) One
or
more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
form and substance reasonably satisfactory to the Purchaser, the Trustee and
each Rating Agency;
(vi) A
letter
from each of the Rating Agencies giving each Class of Certificates set forth
on
Schedule A hereto the rating set forth therein; and
(vii) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
ratings from each Rating Agency for the Certificates.
(3) The
Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement
shall have been issued and sold to Bear Xxxxxxx.
(4) The
Mortgage Loan Seller shall have furnished to the Purchaser such other
certificates of its officers or others and such other documents and opinions
of
counsel to evidence fulfillment of the conditions set forth in this Agreement
and the transactions contemplated hereby as the Purchaser and their respective
counsel may reasonably request.
(b) The
obligations of the Mortgage Loan Seller under this Agreement shall be subject
to
the satisfaction, on or prior to the Closing Date, of the following
conditions:
(1) The
obligations of the Purchaser required to be performed by it on or prior to
the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the
representations and warranties of the Purchaser under this Agreement shall
be
true and correct in all material respects as of the date hereof and as of the
Closing Date, and no event shall have occurred which would constitute a breach
by it of the terms of this Agreement or any of the Transaction Documents, and
the Mortgage Loan Seller shall have received a certificate to that effect signed
by an authorized officer of the Purchaser.
(2) The
Mortgage Loan Seller shall have received copies of all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to the
Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
Loan Seller as required pursuant to the respective terms thereof:
(i) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(ii) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Mortgage Loan Seller, and all documents required thereby duly executed
by
all signatories;
(iii) A
certificate of an officer of the Purchaser dated as of the Closing Date, in
a
form reasonably acceptable to the Mortgage Loan Seller, and attached thereto
the
written consent of the member of the Purchaser authorizing the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party, together with copies of the Purchaser’s certificate of formation,
limited liability company agreement, and evidence as to the good standing of
the
Purchaser dated as of a recent date;
(iv) One
or
more opinions of counsel from the Purchaser’s counsel in form and substance
reasonably satisfactory to the Mortgage Loan Seller and the Rating Agencies;
and
(v) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
rating from each Rating Agency for the Certificates.
SECTION
11. Fees
and Expenses.
Subject
to Section 16 hereof, the Mortgage Loan Seller shall pay on the Closing Date
or
such later date as may be agreed to by the Purchaser (i) the fees and expenses
of the Mortgage Loan Seller’s attorneys and the reasonable fees and expenses of
the Purchaser’s attorneys, (ii) the fees and expenses of Deloitte & Touche
LLP, (iii) the fee for the use of Purchaser’s Registration Statement based on
the aggregate original principal amount of the Certificates and the filing
fee
of the Commission as in effect on the date on which the Registration Statement
was declared effective, (iv) the fees and expenses including counsel’s fees and
expenses in connection with any “blue sky” and legal investment matters, (v) the
fees and expenses of the Trustee which shall include without limitation the
fees
and expenses of the Trustee (and the fees and disbursements of its counsel)
with
respect to (A) legal and document review of this Agreement, the Pooling and
Servicing Agreement, the Certificates and related agreements, (B) attendance
at
the Closing and (C) review of the Mortgage Loans to be performed by the Trustee
or the Custodian on its behalf, (vi) the expenses for printing or otherwise
reproducing the Certificates, the Prospectus and the Prospectus Supplement,
(vii) the fees and expenses of each Rating Agency (both initial and ongoing),
(viii) the fees and expenses relating to the preparation and recordation of
mortgage assignments (including intervening assignments, if any and if
available, to evidence a complete chain of title from the originator to the
Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating
to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may
be, and (ix) Mortgage File due diligence expenses and other out-of-pocket
expenses incurred by the Purchaser in connection with the purchase of the
Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the
Certificates. The Mortgage Loan Seller additionally agrees to pay directly
to
any third party on a timely basis the fees provided for above which are charged
by such third party and which are billed periodically.
SECTION
12. Accountants’
Letters.
(a) Deloitte
& Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Final Mortgage Loan Schedule and will compare those
characteristics to the description of the Mortgage Loans contained in the
Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The
Mortgage Pool” and in Schedule A thereto. The Mortgage Loan Seller will
cooperate with the Purchaser in making available all information and taking
all
steps reasonably necessary to permit such accountants to complete the review
and
to deliver the letters required of them under the Underwriting Agreement.
Deloitte & Touche LLP will also confirm certain calculations as set forth
under the caption “Yield, Prepayment and Maturity Considerations” in the
Prospectus Supplement.
(b) To
the
extent statistical information with respect to the Mortgage Loan Seller’s
servicing portfolio is included in the Prospectus Supplement under the caption
“Servicing of the Mortgage Loans—EMC,” a letter from the certified public
accountant for the Mortgage Loan Seller will be delivered to the Purchaser
dated
the date of the Prospectus Supplement, in the form previously agreed to by
the
Mortgage Loan Seller and the Purchaser, with respect to such statistical
information.
SECTION
13. Indemnification.
(a) The
Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and its
directors, officers and controlling persons (as defined in Section 15 of the
Securities Act) from and against any loss, claim, damage or liability or action
in respect thereof, to which they or any of them may become subject, under
the
Securities Act or otherwise, insofar as such loss, claim, damage, liability
or
action arises out of, or is based upon any untrue statement of a material fact
contained in the Mortgage
Loan Seller’s Information
as
identified in Exhibit
3,
the
omission to state in the Term Sheet Supplement, the Prospectus Supplement or
Prospectus (or any amendment thereof or supplement thereto approved by the
Mortgage Loan Seller and in which additional Mortgage Loan Seller’s Information
is identified), in reliance upon and in conformity with Mortgage Loan Seller’s
Information 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; and the Mortgage Loan Seller shall reimburse the Purchaser
and
each other indemnified party for any legal and other expenses reasonably
incurred by them in connection with investigating or defending or preparing
to
defend against any such loss, claim, damage, liability or action.
The
foregoing indemnity agreement is in addition to any liability which the Mortgage
Loan Seller otherwise may have to the Purchaser or any other such indemnified
party.
(b) The
Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and its
respective directors, officers and controlling persons (as defined in Section
15
of the Securities Act) from and against any loss, claim, damage or liability
or
action in respect thereof, to which they or any of them may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement of
a
material fact contained in the Purchaser’s
Information
as
identified in Exhibit
4,
the
omission to state in the Prospectus Supplement or Prospectus (or any amendment
thereof or supplement thereto approved by the Purchaser and in which additional
Purchaser’s Information is identified), in reliance upon and in conformity with
the Purchaser’s Information, 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; and the Purchaser shall reimburse the Mortgage
Loan Seller, and each other indemnified party for any legal and other expenses
reasonably incurred by them in connection with investigating or defending or
preparing to defend any such loss, claim, damage, liability or action. The
foregoing indemnity agreement is in addition to any liability which the
Purchaser otherwise may have to the Mortgage Loan Seller, or any other such
indemnified party.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against the indemnifying party under
such
subsection, notify each party against whom indemnification is to be sought
in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 13 except to the extent that it has been prejudiced in any
material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
it
may elect by written notice delivered to the indemnified party promptly (but,
in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be
at
the expense of such indemnified party or parties unless (i) the employment
of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action,
or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of
the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (provided,
however,
that
the indemnifying party shall be liable only for the fees and expenses of one
counsel in addition to one local counsel in the jurisdiction involved. Anything
in this subsection to the contrary notwithstanding, an indemnifying party shall
not be liable for any settlement or any claim or action effected without its
written consent; provided,
however,
that
such consent was not unreasonably withheld.
(d) If
the
indemnification provided for in paragraphs (a) and (b) of this Section 13 shall
for any reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to in
Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, in such proportion as shall be appropriate to reflect the relative
benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
on the other from the purchase and sale of the Mortgage Loans, the offering
of
the Certificates and the other transactions contemplated hereunder. No person
found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent
misrepresentation.
(e) The
parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an
indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.
SECTION
14. Notices.
All
demands, notices and communications hereunder shall be in writing but may be
delivered by facsimile transmission subsequently confirmed in writing. Notices
to the Mortgage Loan Seller shall be directed to EMC Mortgage Corporation,
0000
Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, (Telecopy: ((000)000-0000), and
notices to the Purchaser shall be directed to Bear Xxxxxxx Asset Backed
Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Telecopy:
(212-272-7206)), Attention: Chief Counsel; or to any other address as may
hereafter be furnished by one party to the other party by like notice. Any
such
demand, notice or communication hereunder shall be deemed to have been received
on the date received at the premises of the addressee (as evidenced, in the
case
of registered or certified mail, by the date noted on the return receipt)
provided that it is received on a business day during normal business hours
and,
if received after normal business hours, then it shall be deemed to be received
on the next business day.
SECTION
15. Transfer
of Mortgage Loans.
The
Purchaser retains the right to assign the Mortgage Loans and any or all of
its
interest under this Agreement to the Trustee without the consent of the Mortgage
Loan Seller, and, upon such assignment, the Trustee shall succeed to the
applicable rights and obligations of the Purchaser hereunder; provided,
however,
the
Purchaser shall remain entitled to the benefits set forth in Sections 11, 13
and
17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the
sole and exclusive right and remedy of the Trustee with respect to a breach
of
representation or warranty of the Mortgage Loan Seller shall be the cure,
purchase or substitution obligations of the Mortgage Loan Seller contained
in
Sections 5 and 7 hereof.
SECTION
16. Termination.
This
Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser’s obligation to close set forth under Section 10(a) hereof are not
fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
forth under Section 10(b) hereof are not fulfilled as and when required to
be
fulfilled. In the event of termination pursuant to clause (b), the Mortgage
Loan
Seller shall pay, and in the event of termination pursuant to clause (c), the
Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the
other
in connection with the transactions contemplated by this Agreement. In the
event
of a termination pursuant to clause (a), each party shall be responsible for
its
own expenses.
SECTION
17. Representations,
Warranties and Agreements to Survive Delivery.
All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Mortgage Loan Seller submitted
pursuant hereto, shall remain operative and in full force and effect and shall
survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to
the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
the Mortgage Loan Seller’s representations and warranties contained herein with
respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans
actually delivered to the Purchaser and included in the Final Mortgage Loan
Schedule and any Replacement Mortgage Loan and not to those Mortgage Loans
deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof
prior to the Closing.
SECTION
18. Severability.
If any
provision of this Agreement shall be prohibited or invalid under applicable
law,
this Agreement shall be ineffective only to such extent, without invalidating
the remainder of this Agreement.
SECTION
19. Counterparts.
This
Agreement may be executed in counterparts, each of which will be an original,
but which together shall constitute one and the same agreement.
SECTION
20. Amendment.
This
Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
SECTION
21. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION
22. Further
Assurances.
Each of
the parties agrees to execute and deliver such instruments and take such actions
as another party may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement including
any amendments hereto which may be required by either Rating
Agency.
SECTION
23. Successors
and Assigns.
(a) This
Agreement shall bind and inure to the benefit of and be enforceable by the
Mortgage Loan Seller and the Purchaser and their permitted successors and
assigns and, to the extent specified in Section 13 hereof, Bear Xxxxxxx, and
their directors, officers and controlling persons (within the meaning of federal
securities laws). The Mortgage Loan Seller acknowledges and agrees that the
Purchaser may assign its rights under this Agreement (including, without
limitation, with respect to the Mortgage Loan Seller’s representations and
warranties respecting the Mortgage Loans) to the Trustee. Any person into which
the Mortgage Loan Seller may be merged or consolidated (or any person resulting
from any merger or consolidation involving the Mortgage Loan Seller), any person
resulting from a change in form of the Mortgage Loan Seller or any person
succeeding to the business of the Mortgage Loan Seller, shall be considered
the
“successor” of the Mortgage Loan Seller hereunder and shall be considered a
party hereto without the execution or filing of any paper or any further act
or
consent on the part of any party hereto. Except as provided in the two preceding
sentences, this Agreement cannot be assigned, pledged or hypothecated by either
party hereto without the written consent of the other parties to this Agreement
and any such assignment or purported assignment shall be deemed null and
void.
SECTION
24. The
Mortgage Loan Seller.
The
Mortgage Loan Seller will keep in full force and effect its existence, all
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
necessary to perform its obligations under this Agreement.
SECTION
25. Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof.
SECTION
26. No
Partnership.
Nothing
herein contained shall be deemed or construed to create a partnership or joint
venture between the parties hereto.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
by their respective duly authorized officers as of the date first above
written.
|
EMC
MORTGAGE CORPORATION
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
BEAR
XXXXXXX ASSET BACKED SECURITIES
I LLC
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
1
CONTENTS
OF MORTGAGE FILE
With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser or
its
designee, and which shall be delivered to the Purchaser or its designee pursuant
to the terms of this Agreement.
(i) The
original Mortgage Note, including any riders thereto, endorsed without recourse
to the order of “Xxxxx Fargo Bank, National Association”, as Trustee for
certificateholders of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1 Asset-Backed
Certificates, Series 2006-AC1,” or to blank and showing to the extent available
to the Mortgage Loan Seller an unbroken chain of endorsements from the original
payee thereof to the Person endorsing it to the Trustee;
(ii) the
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM
Loan, which shall have been recorded (or if the original is not available,
a
copy), with evidence of such recording indicated thereon (or if clause (x)
in
the proviso below applies, shall be in recordable form);
(iii) unless
the Mortgage Loan is a MOM Loan, the assignment (either an original or a copy,
which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “Xxxxx Fargo Bank,
National Association”, as Trustee for certificateholders of Bear Xxxxxxx
Mortgage Funding Trust 2006-AC1 Asset-Backed Certificates, Series 2006-AC1,”
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 Mortgage Loan Seller, with evidence of recording
thereon;
(v) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable,
a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and
(vi) originals
or copies of all available assumption, modification or substitution agreements,
if any.
Provided,
however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver
the
following documents, under the circumstances set forth below: (x) if any
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
have been delivered or are being delivered to recording offices for recording
and have not been returned in time to permit their delivery as specified above,
the Purchaser may deliver a true copy thereof with a certification by the
Mortgage Loan Seller or the title company issuing the commitment for title
insurance, on the face of such copy, substantially as follows: “Certified to be
a true and correct copy of the original, which has been transmitted for
recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
identified in the list set forth in Exhibit I to the Pooling and Servicing
Agreement, the Purchaser may deliver a lost note affidavit and indemnity and
a
copy of the original note, if available; and provided, further, however, that
in
the case of Mortgage Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing Date, the Purchaser, in lieu of delivering the
above documents, may deliver to the Trustee and its 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 Master Servicer Collection
Account or in the Distribution Account on the Closing Date. In the case of
the
documents referred to in clause (x) above, the Purchaser shall deliver such
documents to the Trustee or its Custodian promptly after they are received.
The
Mortgage Loan Seller shall cause, at its expense, the Mortgage and intervening
assignments, if any, and to the extent required in accordance with the
foregoing, the assignment of the Mortgage to the Trustee to be submitted for
recording promptly after the Closing Date; provided that the Mortgage Loan
Seller need not cause to be recorded any assignment (a) in any jurisdiction
under the laws of which, as evidenced by an Opinion of Counsel addressed to
the
Trustee delivered by the Mortgage Loan Seller to the Trustee and the Rating
Agencies, the recordation of such assignment is not necessary to protect the
Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee
of record solely as nominee for Mortgage Loan Seller and its successors and
assigns. In the event that the Mortgage Loan Seller, the Purchaser or the Master
Servicer gives written notice to the Trustee that a court has recharacterized
the sale of the Mortgage Loans as a financing, the Mortgage Loan Seller shall
submit or cause to be submitted for recording as specified above or, should
the
Mortgage Loan Seller fail to perform such obligations, the Master Servicer
shall
cause each such previously unrecorded assignment to be submitted for recording
as specified above at the expense of the Trust. In the event a Mortgage File
is
released to the Company or the related Servicer as a result of such Person
having completed a Request for Release, the Custodian shall, if not so
completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.
EXHIBIT
2
MORTGAGE
LOAN SCHEDULE INFORMATION
The
Preliminary and Final Mortgage Loan Schedules shall set 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, if applicable;
(f) the
LPMI
Fee, if applicable;
(g) the
Trustee Fee Rate, if applicable;
(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 Lifetime Mortgage Rate, if applicable;
(v) the
Minimum Lifetime Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z)
which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (j)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
EXHIBIT
3
MORTGAGE
LOAN SELLER’S INFORMATION
All
information in the Prospectus Supplement described under the following captions:
“SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE
A - Mortgage Loan Statistical Data.”
EXHIBIT
4
PURCHASER’S
INFORMATION
All
information in the Prospectus Supplement and the Prospectus, except the Mortgage
Loan Seller’s Information.
EXHIBIT
5
SCHEDULE
OF LOST NOTES
Available
Upon Request
EXHIBIT
6
REVISED
April 18, 0000
XXXXXXXX
X - Standard & Poor’s Predatory Lending Categories
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note
that
certain loans classified by the relevant statute as Covered are included
in
Standard & Poor’s High Cost Loan Category because they included thresholds
and tests that are typical of what is generally considered High Cost by the
industry.
Standard
& Poor’s High Cost Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Arkansas
|
Arkansas
Home Loan Protection Act,
Ark.
Code Xxx. §§ 00-00-000 et
seq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun.
Code
§§ 757.01 et
seq.
Effective
June 2, 2003
|
Covered
Loan
|
|
Colorado
|
Consumer
Equity Protection, Colo. Stat.
Xxx.
§§ 5-3.5-101 et
seq.
Effective
for covered loans offered or entered into on or after January 1,
2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
|
Connecticut
|
Connecticut
Abusive Home Loan
Lending
Practices Act, Conn. Gen. Stat.
§§
36a-746 et
seq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code
§§
26-1151.01 et
seq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§
494.0078
et
seq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Georgia
(Oct. 1, 2002 -
Mar.
6, 2003)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6 2003
|
High
Cost Home Loan
|
|
Georgia
as amended
(Mar.
7, 2003 - current)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
for loans closed on or after
March
7, 2003
|
High
Cost Home Loan
|
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection
Act
of 1994, 15 U.S.C. § 1639, 12
C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments
October
1, 2002
|
High
Cost Loan
|
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp.
Stat.
tit. 815, §§ 137/5 et
seq.
Effective
January 1, 2004 (prior to this date, regulations under
Residential
Mortgage
License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx.
§§
16a-1-101 et
seq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999;
Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id.
§
16a-3-207) and;
|
|
High
APR Consumer Loan (id.
§
16a-3-308a)
|
||
|
Kentucky
|
2003
KY H.B. 000 - Xxxx Xxxx Xxxx
Xxxx
Xxx, Xx. Rev. Stat. §§ 360.100 et seq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-
A,
§§ 8-101 et
seq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§
32.00
et
seq.
and 209 C.M.R. §§ 40.01 et
seq.
Effective
March 22, 2001 and amended from time to time
|
High
Cost Home Loan
|
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat.
§§
598D.010 et
seq.
Effective
October 1, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security
Act
of 2002, N.J. Rev. Stat. §§ 46:10B- 22 et
seq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev.
Stat.
§§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised
as
of February 26, 2004
|
High
Cost Home Loan
|
|
New
York
|
N.Y.
Banking Law Article 6-1
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High
Cost
Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
High
Cost Home Loan
|
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Xxx.
§§ 1349.25 et
seq.
Effective
May 24, 2002
|
Covered
Loan
|
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
|
South
Carolina
|
South
Carolina High Cost and
Consumer
Home Loans Act, S.C. Code
Xxx.
§§ 37-23-10 et
seq.
Effective
for loans taken on or after January 1, 2004
|
High
Cost Home Loan
|
|
West
Virginia
|
West
Virginia Residential Mortgage Lender, Broker and Servicer Act,
W.
Va.
Code Xxx. §§ 31-17-1 et
seq.
Effective
June 5, 0000
|
Xxxx
Xxxxxxxx Mortgage Loan Act Loan
|
Standard
& Poor’s Covered Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Georgia
(Oct. 1, 2002 -
Mar.
6, 2003)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Covered
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security
Act
of 2002, N.J. Rev. Stat. §§ 46:10B 22 et
seq.
Effective
November 27, 2003 - July 5, 2004
|
Covered
Home Loan
|
Standard
& Poor’s Home Loan Categorization
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-
Predatory
Lending Law
|
|
Georgia
(Oct. 1, 2002 -
Mar.
6, 2003)
|
Georgia
Fair Lending Act, Ga. Code
Xxx.
§§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Home
Loan
|
|
New
Jersey
|
New
Jersey Home Ownership Security
Act
of 2002, N.J. Rev. Stat. §§ 46:10B- 22 et
seq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§
24-1.1E
et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
Consumer
Home Loan
|
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et
seq.
Effective
for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
SCHEDULE
A
REQUIRED
RATINGS FOR EACH CLASS OF CERTIFICATES
Public
Certificates
|
Class
|
Xxxxx’x
|
S&P
|
|
A-1
|
Aaa
|
AAA
|
|
A-2
|
Aaa
|
AAA
|
|
A-3
|
Aaa
|
AAA
|
|
A-4
|
Aaa
|
AAA
|
|
M-1
|
Aa2
|
AA
|
|
M-2
|
A1
|
A+
|
|
X-0
|
X0
|
X
|
|
X-0
|
X0
|
X-
|
|
X-0
|
Baa1
|
BBB+
|
|
X-0
|
Xxx0
|
XXX
|
|
X-0
|
Xxx0
|
XXX-
|
Xxxx
of
the above ratings has been lowered, qualified or withdrawn since the dates
of
issuance of such ratings by the Rating Agencies.
Private
Certificates
|
Class
|
S&P
|
Xxxxx’x
|
|
B-4
|
Ba2
|
BB
|
|
C
|
Not
Rated
|
Not
Rated
|
|
P
|
Not
Rated
|
Not
Rated
|
|
R-1
|
Not
Rated
|
Not
Rated
|
|
R-2
|
Not
Rated
|
Not
Rated
|
|
R-3
|
Not
Rated
|
Not
Rated
|
|
RX
|
Not
Rated
|
Not
Rated
|
EXHIBIT
M
FORM
OF
CERTIFICATION TO BE
PROVIDED
BY THE TRUSTEE TO DEPOSITOR
|
Re:
|
Bear
Xxxxxxx Mortgage Funding Trust 2006-AC1 (the “Trust”),
Asset-Backed Certificates, Series 2006-AC1, issued pursuant to the
Pooling
and Servicing Agreement, dated as of July 1, 2006, among Bear Xxxxxxx
Asset Backed Securities I LLC, as Depositor, Xxxxx Fargo Bank, National
Association, as Trustee and EMC Mortgage Corporation as Seller and
Master
Servicer
|
The
Trustee hereby certifies to the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:
ARTICLE
VI. I
have
reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual
Report”),
and
all reports on Form 10-D required to be filed in respect of period covered
by
the Annual Report (collectively with the Annual Report, the “Reports”),
of
the Trust;
ARTICLE
VII. To
my
knowledge, (a) the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual
Report, and (b) the Trustee’s assessment of compliance and related attestation
report referred to below, taken as a whole, do not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by such assessment
of
compliance and attestation report;
ARTICLE
VIII. To
my
knowledge, the distribution information required to be provided by the Trustee
under the Pooling and Servicing Agreement for inclusion in the Reports is
included in the Reports;
ARTICLE
IX. I
am
responsible for reviewing the activities performed by the Trustee under the
Pooling and Servicing Agreement, and based on my knowledge and the compliance
review conducted in preparing the compliance statement of the Trustee required
by the Pooling and Servicing Agreement, and except as disclosed in the Reports,
the Trustee has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects; and
ARTICLE
X. The
report on assessment of compliance with servicing criteria applicable to the
Trustee for asset-backed securities of the Trustee and each Subcontractor
utilized by the Trustee and related attestation report on assessment of
compliance with servicing criteria applicable to it required to be included
in
the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any material instances of non-compliance are described in such report and have
been disclosed in the Annual Report.
In
giving
the certifications above, the Trustee has reasonably relied on information
provided to it by the following unaffiliated parties: [names of servicer(s),
master servicer, subservicer, depositor, trustee, custodian(s)]
Date:________________________________
_____________________________________
[Signature]
[Title]
EXHIBIT
N
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
Definitions
Master
Servicer - transaction party having borrower contact; aggregator of pool
assets
Trustee
-
waterfall calculator; fiduciary of the transaction
Back-up
Servicer - named in the transaction (in the event a Back-up Servicer becomes
the
Master Servicer, follow Master Servicer obligations)
Custodian
- safe keeper of pool assets
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title.
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
- obligation
[X]
- under consideration for obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Master
Servicer
|
Custodian
|
Trustee
|
|
General
Servicing Considerations
|
||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
||
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
X
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
X
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
X
|
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
|
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements. (In this transaction there is no external
enhancement or other support.)
|
X
|
X
|
EXHIBIT
O
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the party identified
as responsible for preparing the Securities Exchange Act Reports pursuant to
Section 4.18 of the Pooling and Servicing Agreement.
Under
Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
Section 6.06, provided by the Trustee based on information received from the
party providing such information; and b) items marked “Form 10-D report” are
required to be in the Form 10-D report but not the Monthly Statements to
Certificateholders, provided by the party indicated. Information under all
other
Items of Form 10-D is to be included in the Form 10-D report. All such
information and any other Items on Form 8-K and Form 10-D set forth in this
Exhibit shall be sent to the Trustee and the Depositor.
|
Form
|
Item
|
Description
|
Master
Servicer
|
Trustee
|
Custodian
|
Depositor
|
Sponsor
|
||
|
10-D
|
Must
be filed within 15 days of the distribution date for the asset-backed
securities.
|
||||||||
|
1
|
Distribution
and Pool Performance Information
|
||||||||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|||||||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(iii)
Principal, interest and other distributions accrued and paid on
the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
X
(Monthly
Statements to Certificateholders)
|
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||||||
|
(9)
Delinquency and loss information for the period.
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
|
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
||||||||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
X
|
X
(if
agreed upon by the parties)
|
X
|
||||||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
||||||||
|
information
regarding any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
X
|
X
|
X
|
||||||
|
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
X
|
X
|
|||||||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
||||||||
|
2
|
Legal
Proceedings
|
||||||||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
|||||||||
|
Sponsor
(Seller)
|
X
|
||||||||
|
Depositor
|
X
|
||||||||
|
Issuing
entity
|
X
|
||||||||
|
Master
Servicer, affiliated Servicer, other servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
||||||||
|
Trustee
|
X
|
||||||||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||
|
Custodian
|
X
|
||||||||
|
3
|
Sales
of Securities and Use of Proceeds
|
||||||||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
X
|
||||||||
|
4
|
Defaults
Upon Senior Securities
|
||||||||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
X
|
||||||||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||||||||
|
Information
from Item 4 of Part II of Form 10-Q
|
X
|
||||||||
|
6
|
Significant
Obligors of Pool Assets
|
||||||||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
X
|
||||||||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|||||||||
|
7
|
Significant
Enhancement Provider Information
|
||||||||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
|||||||||
|
Determining
applicable disclosure threshold
|
X
|
||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||
|
Item
1115(b) - Derivative Counterparty Financial
Information*
|
|||||||||
|
Determining
current maximum probable exposure
|
X
|
||||||||
|
Determining
current significance percentage
|
X
|
||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|||||||||
|
8
|
Other
Information
|
||||||||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below.
|
||||||||
|
9
|
Exhibits
|
||||||||
|
Distribution
report
|
X
|
||||||||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
||||||||
|
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
||||||||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||||||||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
X
|
X
|
X
|
X
|
|||||
|
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
||||
|
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
|||||||||
|
1.03
|
Bankruptcy
or Receivership
|
||||||||
|
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, Certificate Administrator,
Trustee,
significant obligor, credit enhancer (10% or more), derivatives
counterparty, Custodian
|
X
|
X
|
X
|
X
|
X
|
||||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||||||||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the Monthly Statement to Certificateholders
|
X
|
X
|
|||||||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||||||||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
X
|
X
|
|||||||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||||||||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
X
|
||||||||
|
5.06
|
Change
in Shell Company Status
|
||||||||
|
[Not
applicable to ABS issuers]
|
X
|
||||||||
|
6.01
|
ABS
Informational and Computational Material
|
||||||||
|
[Not
included in reports to be filed under Section 3.18]
|
X
|
||||||||
|
6.02
|
Change
of Master Servicer or Trustee
|
||||||||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
||||||
|
Reg
AB disclosure about any new servicer is also required.
|
X
|
||||||||
|
Reg
AB disclosure about any new trustee is also required.
|
X
|
||||||||
|
6.03
|
Change
in Credit Enhancement or Other External Support [In this transaction
there
is no external enhancement or other support.]
|
||||||||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
|
X
|
X
|
|||||||
|
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
|||||||
|
6.04
|
Failure
to Make a Required Distribution
|
X
|
|||||||
|
6.05
|
Securities
Act Updating Disclosure
|
||||||||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
X
|
|
|||||||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
X
|
||||||||
|
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
||||
|
8.01
|
Other
Events
|
||||||||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
X
|
||||||||
|
The
Responsible Party applicable to reportable event.
|
|||||||||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event.
|
|||||||
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
|||||||||
|
9B
|
Other
Information
|
||||||||
|
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above.
|
||||||||
|
15
|
Exhibits
and Financial Statement Schedules
|
||||||||
|
Item
1112(b) - Significant
Obligor Financial Information
|
X
|
||||||||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
|||||||||
|
Determining
applicable disclosure threshold
|
X
|
||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||
|
Item
1115(b) - Derivative Counterparty Financial
Information
|
|||||||||
|
Determining
current maximum probable exposure
|
X
|
||||||||
|
Determining
current significance percentage
|
X
|
||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
|||||||||
|
Sponsor
(Seller)
|
X
|
||||||||
|
Depositor
|
X
|
||||||||
|
Trustee
|
X
|
||||||||
|
Issuing
entity
|
X
|
||||||||
|
Master
Servicer, servicing 20% or more of pool assets at time of report,
other
material servicers
|
X
|
||||||||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||
|
Custodian
|
X
|
||||||||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
|
|||||||||
|
Sponsor
(Seller)
|
X
|
||||||||
|
Depositor
|
X
|
||||||||
|
Trustee
|
X
|
||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
||||||||
|
Originator
|
X
|
||||||||
|
Custodian
|
X
|
||||||||
|
Credit
Enhancer/Support Provider
|
X
|
||||||||
|
Significant
Obligor
|
X
|
||||||||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
||||||
|
Item
1123 - Servicer Compliance Statement
|
X
|
||||||||
EXHIBIT
P
ADDITIONAL
DISCLOSURE NOTIFICATION
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
E-mail:
xxxxxxxxxxxxxxxxxx@xxxx.xxx
Xxxxx
Fargo Bank, N.A. as Trustee
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail:
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn:
Corporate Trust Services - BSMF I 2006-AC1-SEC REPORT PROCESSING
RE:
**Additional Form [ ]
Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
as of
July 1, 2006, among EMC Mortgage Corporation, as Seller and Master Servicer,
and
Xxxxx Fargo Bank, National Association, as Trustee. The Undersigned, as [NAME
OF
PARTY], hereby notifies you that certain events have come to our attention
that
[will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ]
Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address:
[ ].
|
[NAME
OF PARTY]
as
[role]
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
Q
LOAN
LEVEL FORMAT FOR TAPE INPUT,
SERVICER
PERIOD REPORTING
The
format for the tape should be:
1.
Record length of 240
2.
Blocking factor of 07 records per block
3.
ASCII
4.
Unlabeled tape
5.
6250 or 1600 BPI (please indicate)
|
COBOL
|
||||||
|
Field
Name
|
Position
|
Length
|
"picture"
|
|||
|
[Reserved]
|
001-002
|
2
|
"01"
|
|||
|
Unit
Code
|
003-004
|
2
|
"
"
|
|||
|
Loan
Number
|
005-014
|
10
|
X(10)
|
|||
|
Borrower
Name
|
015-034
|
20
|
X(20)
|
|||
|
Old
Payment Amount
|
035-045
|
11
|
S9(9)V9(02)
|
|||
|
Old
Loan Rate
|
046-051
|
6
|
9(2)V9(04)
|
|||
|
Servicer
Fee Rate
|
052-057
|
6
|
9(2)V9(04)
|
|||
|
Servicer
Ending Balance
|
058-068
|
11
|
S9(9)V9(02)
|
|||
|
Servicer
Next Due Date
|
069-076
|
8
|
CCYYMMDD
|
|||
|
Curtail
Amt 1 - Before
|
077-087
|
11
|
S9(9)V9(02)
|
|||
|
Curtail
Date 1
|
088-095
|
8
|
CCYYMMDD
|
|||
|
Curtail
Amt 1 - After
|
096-106
|
11
|
S9(9)V9(02)
|
|||
|
Curtail
Amt 2 - Before
|
107-117
|
11
|
S9(9)V9(02)
|
|||
|
Curtail
Date 2
|
118-125
|
8
|
CCYYMMDD
|
|||
|
Curtail
Amt 2 - After
|
126-136
|
11
|
S9(9)V9(02)
|
|||
|
Curtail
Amt 3 - Before
|
137-147
|
11
|
S9(9)V9(02)
|
|||
|
Curtail
Date 3
|
148-155
|
8
|
CCYYMMDD
|
|||
|
Curtail
Amt 3 - After
|
156-166
|
11
|
S9(9)V9(02)
|
|||
|
New
Payment Amount
|
167-177
|
11
|
S9(9)V9(02)
|
|||
|
New
Loan Rate
|
178-183
|
6
|
9(2)V9(04)
|
|||
|
Index
Rate
|
184-189
|
6
|
9(2)V9(04)
|
|||
|
Remaining
Term
|
190-192
|
3
|
9(3)
|
|||
|
Liquidation
Amount
|
193-203
|
11
|
S9(9)V9(02)
|
|||
|
Action
Code
|
204-205
|
2
|
X(02)
|
|||
|
Scheduled
Principal
|
206-216
|
11
|
S9(9)V9(02)
|
|||
|
Scheduled
Interest
|
217-227
|
11
|
S9(9)V9(02)
|
|||
|
Scheduled
Ending Balance
|
228-238
|
11
|
S9(9)V9(02)
|
|||
|
FILLER
|
239-240
|
2
|
X(02)
|
Trailer
Record:
|
Number
of Records
|
001-006
|
6
|
9(06)
|
|||
|
FILLER
|
007-240
|
234
|
X(234)
|
Field
Names and Descriptions:
|
Field
Name
|
Description
|
|
|
[Reserved]
|
Hard
code as "01" used internally
|
|
|
Unit
Code
|
Hard
code as " " used internally
|
|
|
Loan
Number
|
Investor's
loan number
|
|
|
Borrower
Name
|
Last
name of borrower
|
|
|
Old
Payment Amount
|
P&I
amount used for the applied payment
|
|
|
Old
Loan Rate
|
Gross
interest rate used for the applied payment
|
|
|
Servicer
Fee Rate
|
Servicer's
fee rate
|
|
|
Servicer
Ending Balance
|
Ending
actual balance after a payment has been applied
|
|
|
Servicer
Next Due Date
|
Borrower's
next due date for a payment
|
|
|
Curtailment
Amount 1 - Before
|
Amount
of curtailment applied before the payment
|
|
|
Curtailment
Date 1
|
Date
of curtailment should coincide with the payment date applicable
to the
curtailment
|
|
|
Curtailment
Amount 1 - After
|
Amount
of curtailment applied after the payment
|
|
|
Curtailment
Amount 2 - Before
|
Amount
of curtailment applied before the payment
|
|
|
Curtailment
Date 2
|
Date
of curtailment should coincide with the payment date applicable
to the
curtailment
|
|
|
Curtailment
Amount 2 - After
|
Amount
of curtailment applied after the payment
|
|
|
Curtailment
Amount 3 - Before
|
Amount
of curtailment applied before the payment
|
|
|
Curtailment
Date 3
|
Date
of curtailment should coincide with the payment date applicable
to the
curtailment
|
|
|
Curtailment
Amount 3 - After
|
Amount
of curtailment applied after the payment
|
|
|
New
Payment Amount
|
For
ARM, Equal, or Buydown loans, when a payment change occurs, this
is the
scheduled payment
|
|
|
New
Loan Rate
|
For
ARM loans, when the gross interest rate change occurs, this is
the
scheduled rate
|
|
|
Index
Rate
|
For
ARM loans, the index rate used in calculating the new gross interest
rate
|
|
|
Remaining
Term
|
For
ARM loans, the number of months left on the loan used to determine
the new
P&I amount
|
|
|
Liquidation
Amount
|
The
payoff amount of the loan
|
|
|
Action
Code
|
For
delinquent loans:
|
|
|
12
-- Relief Provisions
|
||
|
15
-- Bankruptcy/Litigation
|
||
|
20
-- Referred for Deed-in-lieu, short sale
|
||
|
30
-- Referred to attorney to begin foreclosure
|
||
|
60
-- Loan Paid in full
|
||
|
70
-- Real Estate Owned
|
||
|
Scheduled
Principal
|
Amount
of principal from borrower payment due to bondholder
|
|
|
Scheduled
Interest
|
Amount
of interest from borrower payment due to bondholder
|
|
|
Scheduled
Ending Balance
|
Ending
scheduled balance of loan
|
|
|
FILLER
|
Should
be filled with spaces
|
EXHIBIT
R
REPORTING
DATA FOR DEFAULTED LOANS
Data
must
be submitted to Xxxxx Fargo Bank in an Excel
spreadsheet format with fixed field names and data type. The Excel
spreadsheet should be used as a template consistently every month when
submitting data.
Table:
Delinquency
|
Name
|
Type
|
Size
|
|
|
Servicer
Loan #
|
Number
(Double)
|
8
|
|
|
Investor
Loan #
|
Number
(Double)
|
8
|
|
|
Borrower
Name
|
Text
|
20
|
|
|
Address
|
Text
|
30
|
|
|
State
|
Text
|
2
|
|
|
Due
Date
|
Date/Time
|
8
|
|
|
Action
Code
|
Text
|
2
|
|
|
FC
Received
|
Date/Time
|
8
|
|
|
File
Referred to Atty
|
Date/Time
|
8
|
|
|
NOD
|
Date/Time
|
8
|
|
|
Complaint
Filed
|
Date/Time
|
8
|
|
|
Sale
Published
|
Date/Time
|
8
|
|
|
Target
Sale Date
|
Date/Time
|
8
|
|
|
Actual
Sale Date
|
Date/Time
|
8
|
|
|
Loss
Mit Approval Date
|
Date/Time
|
8
|
|
|
Loss
Mit Type
|
Text
|
5
|
|
|
Loss
Mit Estimated Completion Date
|
Date/Time
|
8
|
|
|
Loss
Mit Actual Completion Date
|
Date/Time
|
8
|
|
|
Loss
Mit Broken Plan Date
|
Date/Time
|
8
|
|
|
BK
Chapter
|
Text
|
6
|
|
|
BK
Filed Date
|
Date/Time
|
8
|
|
|
Post
Petition Due
|
Date/Time
|
8
|
|
|
Motion
for Relief
|
Date/Time
|
8
|
|
|
Lift
of Stay
|
Date/Time
|
8
|
|
|
RFD
|
Text
|
10
|
|
|
Occupant
Code
|
Text
|
10
|
|
|
Eviction
Start Date
|
Date/Time
|
8
|
|
|
Eviction
Completed Date
|
Date/Time
|
8
|
|
|
List
Price
|
Currency
|
8
|
|
|
List
Date
|
Date/Time
|
8
|
|
|
Accepted
Offer
Price
|
Currency
|
8
|
|
|
Accepted
Offer
Date
|
Date/Time
|
8
|
|
|
Estimated
REO Closing Date
|
Date/Time
|
8
|
|
|
Actual
REO Sale Date
|
Date/Time
|
8
|
| · |
Items
in bold are MANDATORY FIELDS. We must receive information in those
fields
every month in order for your file to be accepted.
|
The
Action Code Field should show the applicable numeric code to indicate that
a
special action is being taken. The Action Codes are the following:
12-Relief
Provisions
15-Bankruptcy/Litigation
20-Referred
for Deed-in-Lieu
30-Referred
fore Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx
for Sale
71-Third
Party Sale/Condemnation
72-REO-Pending
Conveyance-Pool Insurance claim filed
Xxxxx
Fargo Bank will accept alternative Action Codes to those above, provided
that
the Codes are consistent with industry standards. If Action Codes other than
those above are used, the Servicer must supply Xxxxx Fargo Bank with a
description of each of the Action Codes prior to sending the file.
Description
of Action Codes:
Action
Code 12
- To
report a Mortgage Loan for which the Borrower has been granted relief for
curing
a delinquency. The Action Date is the date the relief is expected to end.
For
military indulgence, it will be three months after the Borrower's discharge
from
military service.
Action
Code 15
- To
report the Borrower's filing for bankruptcy or instituting some other type
of
litigation that will prevent or delay liquidation of the Mortgage Loan. The
Action Date will be either the date that any repayment plan (or forbearance)
instituted by the bankruptcy court will expire or an additional date by which
the litigation should be resolved.
Action
Code 20
- To
report that the Borrower has agreed to a deed-in-lieu or an assignment of
the
property. The Action Date is the date the Servicer decided to pursue a
deed-in-lieu or the assignment.
Action
Code 30
- To
report that the decision has been made to foreclose the Mortgage Loan. The
Action Date is the date the Servicer referred the case to the foreclosure
attorney.
Action
Code 60
- To
report that a Mortgage Loan has been paid in full either at, or prior to,
maturity.
Action
Code 65
- To
report that the Servicer is repurchasing the Mortgage Loan.
Action
Code 70
- To
report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure
has been accepted, and the Servicer, on behalf of the owner of the Mortgage
Loan, has acquired the property and may dispose of it. The Action Date is
the
date of the foreclosure sale or, for deeds-in-lieu, the date the deed is
recorded on behalf of the owner of the Mortgage Loan.
Action
Code 71
- To
report that a Mortgage Loan has been foreclosed and a third party acquired
the
property, or a total condemnation of the property has occurred. The Action
Date
is the date of the foreclosure sale or the date the condemnation award was
received.
Action
Code 72
- To
report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been
accepted, and the property may be conveyed to the mortgage insurer and the
pool
insurance claim has been filed. The Action Date is the date of the foreclosure
sale, or, for deeds-in-lieu, the date of the deed for conventional
mortgages.
The
Loss
Mit Type field should show the approved Loss Mitigation arrangement. The
following are acceptable:
|
ASUM-
|
Approved
Assumption
|
|
|
BAP-
|
Borrower
Assistance Program
|
|
|
CO-
|
Charge
Off
|
|
|
DIL-
|
Deed-in-Lieu
|
|
|
FFA-
|
Formal
Forbearance Agreement
|
|
|
MOD-
|
Loan
Modification
|
|
|
PRE-
|
Pre-Sale
|
|
|
SS-
|
Short
Sale
|
|
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant Code field should show the current status of the property. The
acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
