BEAR STEARNS ASSET BACKED SECURITIES I LLC, Depositor, EMC MORTGAGE CORPORATION, Sponsor and Company, LASALLE BANK NATIONAL ASSOCIATION, Master Servicer and Securities Administrator, and CITIBANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
Depositor,
EMC
MORTGAGE CORPORATION,
Sponsor
and Company,
LASALLE
BANK NATIONAL ASSOCIATION,
Master
Servicer and Securities Administrator,
and
CITIBANK,
N.A.,
Trustee
____________________
Dated
as
of April 1, 2006
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-HE4
ASSET-BACKED
CERTIFICATES, SERIES 2006-HE4
TABLE
OF
CONTENTS
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND
|
Section
2.01
|
Conveyance
of Trust Fund.
|
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
|
Section
2.03
|
Representations,
Warranties and Covenants of the Company and the Sponsor.
|
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
|
Section
2.07
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF EMC MORTGAGE LOANS BY THE COMPANY
|
Section
3.01
|
The
Company.
|
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
3.03
|
Subservicers.
|
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Company To Be Held for
Trustee.
|
|
Section
3.05
|
Optional
Purchase of Certain Mortgage Loans.
|
|
Section
3.06
|
Release
of Mortgage Files.
|
|
Section
3.07
|
Maintenance
of Hazard Insurance.
|
|
Section
3.08
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
3.09
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
|
Section
3.10
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.11
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
|
Section
3.12
|
Servicing
Compensation.
|
|
Section
3.13
|
REO
Property.
|
|
Section
3.14
|
Liquidation
Reports.
|
|
Section
3.15
|
Annual
Statement as to Compliance.
|
|
Section
3.16
|
Assessments
of Compliance and Attestation Reports.
|
|
Section
3.17
|
Books
and Records.
|
|
Section
3.18
|
Reports
Filed with Securities and Exchange Commission.
|
|
Section
3.19
|
Intention
of the Parties and Interpretation.
|
|
Section
3.20
|
UCC.
|
|
Section
3.21
|
Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
|
Section
3.22
|
Tax
Treatment of Class IO Distribution Amounts in the Event of
Resecuritization of Class A Certificates or Class M
Certificates.
|
ARTICLE
IV
MASTER
SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
|
Section
4.01
|
Master
Servicer.
|
|
Section
4.02
|
Monitoring
of Company and Servicer.
|
|
Section
4.03
|
Fidelity
Bond.
|
|
Section
4.04
|
Power
to Act; Procedures.
|
|
Section
4.05
|
Due-on-Sale
Clauses; Assumption Agreements.
|
|
Section
4.06
|
Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer
To Be Held for Trustee.
|
|
Section
4.07
|
Presentment
of Claims and Collection of Proceeds.
|
|
Section
4.08
|
Realization
Upon Defaulted Mortgage Loans.
|
|
Section
4.09
|
Compensation
of the Master Servicer.
|
|
Section
4.10
|
REO
Property.
|
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
|
Reports
to the Master Servicer.
|
|
Section
5.04
|
Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
|
|
Section
5.05
|
Protected
Accounts.
|
|
Section
5.06
|
Master
Servicer Collection Account.
|
|
Section
5.07
|
Permitted
Withdrawals and Transfers from the Master Servicer Collection
Account.
|
|
Section
5.08
|
[Reserved.]
|
|
Section
5.09
|
Distribution
Account.
|
|
Section
5.10
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
|
Section
5.11
|
Class
P Certificate 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.
|
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, THE COMPANY AND THE MASTER SERVICER
|
Section
8.01
|
Liabilities
of the Depositor, the Company and the Master Servicer.
|
|
Section
8.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
|
Section
8.03
|
Indemnification
of the Trustee, the Master Servicer and Securities
Administrator.
|
|
Section
8.04
|
Limitations
on Liability of the Depositor, the Master Servicer and
Others.
|
|
Section
8.05
|
Master
Servicer and Company 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.
|
|
Section
9.04
|
Waiver
of Defaults.
|
|
Section
9.05
|
Company
Default.
|
|
Section
9.06
|
Waiver
of Company Defaults.
|
ARTICLE
X
CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
Section
10.01
|
Duties
of Trustee and the Securities Administrator.
|
|
Section
10.02
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
|
Section
10.03
|
Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
Section
10.04
|
Trustee
and Securities Administrator May Own Certificates.
|
|
Section
10.05
|
Trustee’s
and Securities Administrator’s Fees and Expenses.
|
|
Section
10.06
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
|
Section
10.07
|
Insurance.
|
|
Section
10.08
|
Resignation
and Removal of Trustee and Securities Administrator.
|
|
Section
10.09
|
Successor
Trustee or Securities Administrator.
|
|
Section
10.10
|
Merger
or Consolidation of Trustee or Securities Administrator.
|
|
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.
|
|
Section
12.11
|
Third
Party Rights.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M Certificates
|
|
Exhibit
A-3
|
Form
of Class P Certificates
|
|
Exhibit
A-4
|
Form
of Class CE Certificates
|
|
Exhibit
A-5
|
Form
of Class R Certificates
|
|
Exhibit
B
|
Mortgage
Loan Schedule
|
|
Exhibit
C
|
Form
of 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 Back-Up Certification
|
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
M
|
Swap
Agreement
|
|
Exhibit
N
|
[Reserved]
|
|
Exhibit
O
|
[Reserved]
|
|
Exhibit
P
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
Q
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
R
|
Additional
Disclosure Notification
|
|
Exhibit
S
|
Xxxxx
Fargo Servicing Agreement
|
|
Exhibit
T
|
Xxxxx
Fargo Assignment Agreement
|
POOLING
AND SERVICING AGREEMENT, dated as of April 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 sponsor (in
such capacity, the “Sponsor”) and as company (in such capacity, the “Company”),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as master
servicer (in such capacity, the “Master Servicer”) and as securities
administrator (in such capacity, the “Securities Administrator”) and CITIBANK,
N.A., a national banking association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Securities Administrator on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the Mortgage Loans
and certain other related assets subject to this Agreement (other than the
Reserve Fund, any Prepayment Charge Waiver Amounts and, for the avoidance of
doubt, the Supplemental Interest Trust, the Swap Agreement, the Swap Account
and
any rights or obligations in respect of the Swap Administration Agreement)
as a
REMIC (as defined herein) for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will
be the sole class of Residual Interests (as defined herein) in REMIC I for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
||||||||||
|
I-1-A
|
Variable(2
|
)
|
$
|
2,620,724.39
|
May
25, 2036
|
||||||||
|
I-1-B
|
Variable(2
|
)
|
$
|
2,620,724.39
|
May
25, 2036
|
||||||||
|
I-2-A
|
Variable(2
|
)
|
$
|
3,194,602.82
|
May
25, 2036
|
||||||||
|
I-2-B
|
Variable(2
|
)
|
$
|
3,194,602.82
|
May
25, 2036
|
||||||||
|
I-3-A
|
Variable(2
|
)
|
$
|
3,762,776.48
|
May
25, 2036
|
||||||||
|
I-3-B
|
Variable(2
|
)
|
$
|
3,762,776.48
|
May
25, 2036
|
||||||||
|
I-4-A
|
Variable(2
|
)
|
$
|
4,320,238.15
|
May
25, 2036
|
||||||||
|
I-4-B
|
Variable(2
|
)
|
$
|
4,320,238.15
|
May
25, 2036
|
||||||||
|
I-5-A
|
Variable(2
|
)
|
$
|
4,856,527.19
|
May
25, 2036
|
||||||||
|
I-5-B
|
Variable(2
|
)
|
$
|
4,856,527.19
|
May
25, 2036
|
||||||||
|
I-6-A
|
Variable(2
|
)
|
$
|
5,372,290.51
|
May
25, 2036
|
||||||||
|
I-6-B
|
Variable(2
|
)
|
$
|
5,372,290.51
|
May
25, 2036
|
||||||||
|
I-7-A
|
Variable(2
|
)
|
$
|
5,862,133.35
|
May
25, 2036
|
||||||||
|
I-7-B
|
Variable(2
|
)
|
$
|
5,862,133.35
|
May
25, 2036
|
||||||||
|
I-8-A
|
Variable(2
|
)
|
$
|
6,305,073.58
|
May
25, 2036
|
||||||||
|
I-8-B
|
Variable(2
|
)
|
$
|
6,305,073.58
|
May
25, 2036
|
||||||||
|
I-9-A
|
Variable(2
|
)
|
$
|
6,606,610.69
|
May
25, 2036
|
||||||||
|
I-9-B
|
Variable(2
|
)
|
$
|
6,606,610.69
|
May
25, 2036
|
||||||||
|
I-10-A
|
Variable(2
|
)
|
$
|
6,518,718.31
|
May
25, 2036
|
||||||||
|
I-10-B
|
Variable(2
|
)
|
$
|
6,518,718.31
|
May
25, 2036
|
||||||||
|
I-11-A
|
Variable(2
|
)
|
$
|
6,250,168.42
|
May
25, 2036
|
||||||||
|
I-11-B
|
Variable(2
|
)
|
$
|
6,250,168.42
|
May
25, 2036
|
||||||||
|
I-12-A
|
Variable(2
|
)
|
$
|
5,975,875.20
|
May
25, 2036
|
||||||||
|
I-12-B
|
Variable(2
|
)
|
$
|
5,975,875.20
|
May
25, 2036
|
||||||||
|
I-13-A
|
Variable(2
|
)
|
$
|
5,713,777.93
|
May
25, 2036
|
||||||||
|
I-13-B
|
Variable(2
|
)
|
$
|
5,713,777.93
|
May
25, 2036
|
||||||||
|
I-14-A
|
Variable(2
|
)
|
$
|
5,463,404.45
|
May
25, 2036
|
||||||||
|
I-14-B
|
Variable(2
|
)
|
$
|
5,463,404.45
|
May
25, 2036
|
||||||||
|
I-15-A
|
Variable(2
|
)
|
$
|
5,224,222.58
|
May
25, 2036
|
||||||||
|
I-15-B
|
Variable(2
|
)
|
$
|
5,224,222.58
|
May
25, 2036
|
||||||||
|
I-16-A
|
Variable(2
|
)
|
$
|
4,995,716.65
|
May
25, 2036
|
||||||||
|
I-16-B
|
Variable(2
|
)
|
$
|
4,995,716.65
|
May
25, 2036
|
||||||||
|
I-17-A
|
Variable(2
|
)
|
$
|
4,777,418.65
|
May
25, 2036
|
||||||||
|
I-17-B
|
Variable(2
|
)
|
$
|
4,777,418.65
|
May
25, 2036
|
||||||||
|
I-18-A
|
Variable(2
|
)
|
$
|
4,568,857.68
|
May
25, 2036
|
||||||||
|
I-18-B
|
Variable(2
|
)
|
$
|
4,568,857.68
|
May
25, 2036
|
||||||||
|
I-19-A
|
Variable(2
|
)
|
$
|
4,369,592.63
|
May
25, 2036
|
||||||||
|
I-19-B
|
Variable(2
|
)
|
$
|
4,369,592.63
|
May
25, 2036
|
||||||||
|
I-20-A
|
Variable(2
|
)
|
$
|
4,179,202.62
|
May
25, 2036
|
||||||||
|
I-20-B
|
Variable(2
|
)
|
$
|
4,179,202.62
|
May
25, 2036
|
||||||||
|
I-21-A
|
Variable(2
|
)
|
$
|
3,997,201.95
|
May
25, 2036
|
||||||||
|
I-21-B
|
Variable(2
|
)
|
$
|
3,997,201.95
|
May
25, 2036
|
||||||||
|
I-22-A
|
Variable(2
|
)
|
$
|
3,820,353.64
|
May
25, 2036
|
||||||||
|
I-22-B
|
Variable(2
|
)
|
$
|
3,820,353.64
|
May
25, 2036
|
||||||||
|
I-23-A
|
Variable(2
|
)
|
$
|
3,653,093.24
|
May
25, 2036
|
||||||||
|
I-23-B
|
Variable(2
|
)
|
$
|
3,653,093.24
|
May
25, 2036
|
||||||||
|
I-24-A
|
Variable(2
|
)
|
$
|
3,494,757.22
|
May
25, 2036
|
||||||||
|
I-24-B
|
Variable(2
|
)
|
$
|
3,494,757.22
|
May
25, 2036
|
||||||||
|
I-25-A
|
Variable(2
|
)
|
$
|
3,343,445.55
|
May
25, 2036
|
||||||||
|
I-25-B
|
Variable(2
|
)
|
$
|
3,343,445.55
|
May
25, 2036
|
||||||||
|
I-26-A
|
Variable(2
|
)
|
$
|
3,198,832.71
|
May
25, 2036
|
||||||||
|
I-26-B
|
Variable(2
|
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$
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3,198,832.71
|
May
25, 2036
|
||||||||
|
I-27-A
|
Variable(2
|
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$
|
3,060,604.48
|
May
25, 2036
|
||||||||
|
I-27-B
|
Variable(2
|
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|
$
|
3,060,604.48
|
May
25, 2036
|
||||||||
|
I-28-A
|
Variable(2
|
)
|
$
|
2,926,974.37
|
May
25, 2036
|
||||||||
|
I-28-B
|
Variable(2
|
)
|
$
|
2,926,974.37
|
May
25, 2036
|
||||||||
|
I-29-A
|
Variable(2
|
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$
|
2,800,199.24
|
May
25, 2036
|
||||||||
|
I-29-B
|
Variable(2
|
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$
|
2,800,199.24
|
May
25, 2036
|
||||||||
|
I-30-A
|
Variable(2
|
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$
|
2,679,684.11
|
May
25, 2036
|
||||||||
|
I-30-B
|
Variable(2
|
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|
$
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2,679,684.11
|
May
25, 2036
|
||||||||
|
I-31-A
|
Variable(2
|
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|
$
|
2,564,478.37
|
May
25, 2036
|
||||||||
|
I-31-B
|
Variable(2
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$
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2,564,478.37
|
May
25, 2036
|
||||||||
|
I-32-A
|
Variable(2
|
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$
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2,454,278.39
|
May
25, 2036
|
||||||||
|
I-32-B
|
Variable(2
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$
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2,454,278.39
|
May
25, 2036
|
||||||||
|
I-33-A
|
Variable(2
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$
|
2,348,906.67
|
May
25, 2036
|
||||||||
|
I-33-B
|
Variable(2
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$
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2,348,906.67
|
May
25, 2036
|
||||||||
|
I-34-A
|
Variable(2
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$
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2,247,942.36
|
May
25, 2036
|
||||||||
|
I-34-B
|
Variable(2
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$
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2,247,942.36
|
May
25, 2036
|
||||||||
|
I-35-A
|
Variable(2
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|
$
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2,151,487.86
|
May
25, 2036
|
||||||||
|
I-35-B
|
Variable(2
|
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|
$
|
2,151,487.86
|
May
25, 2036
|
||||||||
|
I-36-A
|
Variable(2
|
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|
$
|
2,059,523.44
|
May
25, 2036
|
||||||||
|
I-36-B
|
Variable(2
|
)
|
$
|
2,059,523.44
|
May
25, 2036
|
||||||||
|
I-37-A
|
Variable(2
|
)
|
$
|
1,971,589.91
|
May
25, 2036
|
||||||||
|
I-37-B
|
Variable(2
|
)
|
$
|
1,971,589.91
|
May
25, 2036
|
||||||||
|
I-38-A
|
Variable(2
|
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|
$
|
1,887,480.24
|
May
25, 2036
|
||||||||
|
I-38-B
|
Variable(2
|
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|
$
|
1,887,480.24
|
May
25, 2036
|
||||||||
|
I-39-A
|
Variable(2
|
)
|
$
|
1,807,061.61
|
May
25, 2036
|
||||||||
|
I-39-B
|
Variable(2
|
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|
$
|
1,807,061.61
|
May
25, 2036
|
||||||||
|
I-40-A
|
Variable(2
|
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|
$
|
1,730,128.88
|
May
25, 2036
|
||||||||
|
I-40-B
|
Variable(2
|
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|
$
|
1,730,128.88
|
May
25, 2036
|
||||||||
|
I-41-A
|
Variable(2
|
)
|
$
|
1,656,595.54
|
May
25, 2036
|
||||||||
|
I-41-B
|
Variable(2
|
)
|
$
|
1,656,595.54
|
May
25, 2036
|
||||||||
|
I-42-A
|
Variable(2
|
)
|
$
|
1,586,270.41
|
May
25, 2036
|
||||||||
|
I-42-B
|
Variable(2
|
)
|
$
|
1,586,270.41
|
May
25, 2036
|
||||||||
|
I-43-A
|
Variable(2
|
)
|
$
|
1,519,009.93
|
May
25, 2036
|
||||||||
|
I-43-B
|
Variable(2
|
)
|
$
|
1,519,009.93
|
May
25, 2036
|
||||||||
|
I-44-A
|
Variable(2
|
)
|
$
|
1,454,670.58
|
May
25, 2036
|
||||||||
|
I-44-B
|
Variable(2
|
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|
$
|
1,454,670.58
|
May
25, 2036
|
||||||||
|
I-45-A
|
Variable(2
|
)
|
$
|
1,393,135.26
|
May
25, 2036
|
||||||||
|
I-45-B
|
Variable(2
|
)
|
$
|
1,393,135.26
|
May
25, 2036
|
||||||||
|
I-46-A
|
Variable(2
|
)
|
$
|
1,334,273.25
|
May
25, 2036
|
||||||||
|
I-46-B
|
Variable(2
|
)
|
$
|
1,334,273.25
|
May
25, 2036
|
||||||||
|
I-47-A
|
Variable(2
|
)
|
$
|
1,277,965.59
|
May
25, 2036
|
||||||||
|
I-47-B
|
Variable(2
|
)
|
$
|
1,277,965.59
|
May
25, 2036
|
||||||||
|
I-48-A
|
Variable(2
|
)
|
$
|
18,062,821.64
|
May
25, 2036
|
||||||||
|
I-48-B
|
Variable(2
|
)
|
$
|
18,062,821.64
|
May
25, 2036
|
||||||||
|
I-49-A
|
Variable(2
|
)
|
$
|
378,951.22
|
May
25, 2036
|
||||||||
|
I-49-B
|
Variable(2
|
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|
$
|
378,951.22
|
May
25, 2036
|
||||||||
|
I-50-A
|
Variable(2
|
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|
$
|
367,001.63
|
May
25, 2036
|
||||||||
|
I-50-B
|
Variable(2
|
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|
$
|
367,001.63
|
May
25, 2036
|
||||||||
|
I-51-A
|
Variable(2
|
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|
$
|
355,426.70
|
May
25, 2036
|
||||||||
|
I-51-B
|
Variable(2
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|
$
|
355,426.70
|
May
25, 2036
|
||||||||
|
I-52-A
|
Variable(2
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|
$
|
344,214.72
|
May
25, 2036
|
||||||||
|
I-52-B
|
Variable(2
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|
$
|
344,214.72
|
May
25, 2036
|
||||||||
|
I-53-A
|
Variable(2
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|
$
|
333,354.39
|
May
25, 2036
|
||||||||
|
I-53-B
|
Variable(2
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|
$
|
333,354.39
|
May
25, 2036
|
||||||||
|
I-54-A
|
Variable(2
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|
$
|
322,834.70
|
May
25, 2036
|
||||||||
|
I-54-B
|
Variable(2
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|
$
|
322,834.70
|
May
25, 2036
|
||||||||
|
I-55-A
|
Variable(2
|
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|
$
|
312,645.03
|
May
25, 2036
|
||||||||
|
I-55-B
|
Variable(2
|
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|
$
|
312,645.03
|
May
25, 2036
|
||||||||
|
I-56-A
|
Variable(2
|
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|
$
|
302,776.96
|
May
25, 2036
|
||||||||
|
I-56-B
|
Variable(2
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|
$
|
302,776.96
|
May
25, 2036
|
||||||||
|
I-57-A
|
Variable(2
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|
$
|
293,271.83
|
May
25, 2036
|
||||||||
|
I-57-B
|
Variable(2
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|
$
|
293,271.83
|
May
25, 2036
|
||||||||
|
I-58-A
|
Variable(2
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|
$
|
284,016.18
|
May
25, 2036
|
||||||||
|
I-58-B
|
Variable(2
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|
$
|
284,016.18
|
May
25, 2036
|
||||||||
|
I-59-A
|
Variable(2
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|
$
|
275,044.88
|
May
25, 2036
|
||||||||
|
I-59-B
|
Variable(2
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|
$
|
275,044.88
|
May
25, 2036
|
||||||||
|
I-60-A
|
Variable(2
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$
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8,355,981.43
|
May
25, 2036
|
||||||||
|
I-60-B
|
Variable(2
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$
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8,355,981.43
|
May
25, 2036
|
||||||||
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II-1-A
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Variable(2
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$
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2,278,010.33
|
May
25, 2036
|
||||||||
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II-1-B
|
Variable(2
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|
$
|
2,278,010.33
|
May
25, 2036
|
||||||||
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II-2-A
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Variable(2
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|
$
|
2,776,842.26
|
May
25, 2036
|
||||||||
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II-2-B
|
Variable(2
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|
$
|
2,776,842.26
|
May
25, 2036
|
||||||||
|
II-3-A
|
Variable(2
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|
$
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3,270,715.43
|
May
25, 2036
|
||||||||
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II-3-B
|
Variable(2
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$
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3,270,715.43
|
May
25, 2036
|
||||||||
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II-4-A
|
Variable(2
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$
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3,755,277.43
|
May
25, 2036
|
||||||||
|
II-4-B
|
Variable(2
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|
$
|
3,755,277.43
|
May
25, 2036
|
||||||||
|
II-5-A
|
Variable(2
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|
$
|
4,221,435.56
|
May
25, 2036
|
||||||||
|
II-5-B
|
Variable(2
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|
$
|
4,221,435.56
|
May
25, 2036
|
||||||||
|
II-6-A
|
Variable(2
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)
|
$
|
4,669,752.13
|
May
25, 2036
|
||||||||
|
II-6-B
|
Variable(2
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|
$
|
4,669,752.13
|
May
25, 2036
|
||||||||
|
II-7-A
|
Variable(2
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|
$
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5,095,537.86
|
May
25, 2036
|
||||||||
|
II-7-B
|
Variable(2
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|
$
|
5,095,537.86
|
May
25, 2036
|
||||||||
|
II-8-A
|
Variable(2
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|
$
|
5,480,554.47
|
May
25, 2036
|
||||||||
|
II-8-B
|
Variable(2
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|
$
|
5,480,554.47
|
May
25, 2036
|
||||||||
|
II-9-A
|
Variable(2
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|
$
|
5,742,659.35
|
May
25, 2036
|
||||||||
|
II-9-B
|
Variable(2
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|
$
|
5,742,659.35
|
May
25, 2036
|
||||||||
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II-10-A
|
Variable(2
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)
|
$
|
5,666,260.72
|
May
25, 2036
|
||||||||
|
II-10-B
|
Variable(2
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|
$
|
5,666,260.72
|
May
25, 2036
|
||||||||
|
II-11-A
|
Variable(2
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)
|
$
|
5,432,829.30
|
May
25, 2036
|
||||||||
|
II-11-B
|
Variable(2
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|
$
|
5,432,829.30
|
May
25, 2036
|
||||||||
|
II-12-A
|
Variable(2
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)
|
$
|
5,194,405.60
|
May
25, 2036
|
||||||||
|
II-12-B
|
Variable(2
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|
$
|
5,194,405.60
|
May
25, 2036
|
||||||||
|
II-13-A
|
Variable(2
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)
|
$
|
4,966,582.99
|
May
25, 2036
|
||||||||
|
II-13-B
|
Variable(2
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)
|
$
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4,966,582.99
|
May
25, 2036
|
||||||||
|
II-14-A
|
Variable(2
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)
|
$
|
4,748,951.03
|
May
25, 2036
|
||||||||
|
II-14-B
|
Variable(2
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)
|
$
|
4,748,951.03
|
May
25, 2036
|
||||||||
|
II-15-A
|
Variable(2
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|
$
|
4,541,047.15
|
May
25, 2036
|
||||||||
|
II-15-B
|
Variable(2
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|
$
|
4,541,047.15
|
May
25, 2036
|
||||||||
|
II-16-A
|
Variable(2
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)
|
$
|
4,342,423.11
|
May
25, 2036
|
||||||||
|
II-16-B
|
Variable(2
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|
$
|
4,342,423.11
|
May
25, 2036
|
||||||||
|
II-17-A
|
Variable(2
|
)
|
$
|
4,152,672.10
|
May
25, 2036
|
||||||||
|
II-17-B
|
Variable(2
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)
|
$
|
4,152,672.10
|
May
25, 2036
|
||||||||
|
II-18-A
|
Variable(2
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)
|
$
|
3,971,384.80
|
May
25, 2036
|
||||||||
|
II-18-B
|
Variable(2
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)
|
$
|
3,971,384.80
|
May
25, 2036
|
||||||||
|
II-19-A
|
Variable(2
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)
|
$
|
3,798,177.79
|
May
25, 2036
|
||||||||
|
II-19-B
|
Variable(2
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|
$
|
3,798,177.79
|
May
25, 2036
|
||||||||
|
II-20-A
|
Variable(2
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)
|
$
|
3,632,685.22
|
May
25, 2036
|
||||||||
|
II-20-B
|
Variable(2
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|
$
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3,632,685.22
|
May
25, 2036
|
||||||||
|
II-21-A
|
Variable(2
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|
$
|
3,474,484.91
|
May
25, 2036
|
||||||||
|
II-21-B
|
Variable(2
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|
$
|
3,474,484.91
|
May
25, 2036
|
||||||||
|
II-22-A
|
Variable(2
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$
|
3,320,763.19
|
May
25, 2036
|
||||||||
|
II-22-B
|
Variable(2
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|
$
|
3,320,763.19
|
May
25, 2036
|
||||||||
|
II-23-A
|
Variable(2
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|
$
|
3,175,375.55
|
May
25, 2036
|
||||||||
|
II-23-B
|
Variable(2
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|
$
|
3,175,375.55
|
May
25, 2036
|
||||||||
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II-24-A
|
Variable(2
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|
$
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3,037,745.25
|
May
25, 2036
|
||||||||
|
II-24-B
|
Variable(2
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|
$
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3,037,745.25
|
May
25, 2036
|
||||||||
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II-25-A
|
Variable(2
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|
$
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2,906,220.72
|
May
25, 2036
|
||||||||
|
II-25-B
|
Variable(2
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|
$
|
2,906,220.72
|
May
25, 2036
|
||||||||
|
II-26-A
|
Variable(2
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|
$
|
2,780,519.01
|
May
25, 2036
|
||||||||
|
II-26-B
|
Variable(2
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|
$
|
2,780,519.01
|
May
25, 2036
|
||||||||
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II-27-A
|
Variable(2
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|
$
|
2,660,366.98
|
May
25, 2036
|
||||||||
|
II-27-B
|
Variable(2
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|
$
|
2,660,366.98
|
May
25, 2036
|
||||||||
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II-28-A
|
Variable(2
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|
$
|
2,544,211.78
|
May
25, 2036
|
||||||||
|
II-28-B
|
Variable(2
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|
$
|
2,544,211.78
|
May
25, 2036
|
||||||||
|
II-29-A
|
Variable(2
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|
$
|
2,434,015.12
|
May
25, 2036
|
||||||||
|
II-29-B
|
Variable(2
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$
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2,434,015.12
|
May
25, 2036
|
||||||||
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II-30-A
|
Variable(2
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|
$
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2,329,259.85
|
May
25, 2036
|
||||||||
|
II-30-B
|
Variable(2
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|
$
|
2,329,259.85
|
May
25, 2036
|
||||||||
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II-31-A
|
Variable(2
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|
$
|
2,229,119.64
|
May
25, 2036
|
||||||||
|
II-31-B
|
Variable(2
|
)
|
$
|
2,229,119.64
|
May
25, 2036
|
||||||||
|
II-32-A
|
Variable(2
|
)
|
$
|
2,133,330.60
|
May
25, 2036
|
||||||||
|
II-32-B
|
Variable(2
|
)
|
$
|
2,133,330.60
|
May
25, 2036
|
||||||||
|
II-33-A
|
Variable(2
|
)
|
$
|
2,041,738.41
|
May
25, 2036
|
||||||||
|
II-33-B
|
Variable(2
|
)
|
$
|
2,041,738.41
|
May
25, 2036
|
||||||||
|
II-34-A
|
Variable(2
|
)
|
$
|
1,953,977.28
|
May
25, 2036
|
||||||||
|
II-34-B
|
Variable(2
|
)
|
$
|
1,953,977.28
|
May
25, 2036
|
||||||||
|
II-35-A
|
Variable(2
|
)
|
$
|
1,870,136.21
|
May
25, 2036
|
||||||||
|
II-35-B
|
Variable(2
|
)
|
$
|
1,870,136.21
|
May
25, 2036
|
||||||||
|
II-36-A
|
Variable(2
|
)
|
$
|
1,790,198.05
|
May
25, 2036
|
||||||||
|
II-36-B
|
Variable(2
|
)
|
$
|
1,790,198.05
|
May
25, 2036
|
||||||||
|
II-37-A
|
Variable(2
|
)
|
$
|
1,713,763.65
|
May
25, 2036
|
||||||||
|
II-37-B
|
Variable(2
|
)
|
$
|
1,713,763.65
|
May
25, 2036
|
||||||||
|
II-38-A
|
Variable(2
|
)
|
$
|
1,640,653.06
|
May
25, 2036
|
||||||||
|
II-38-B
|
Variable(2
|
)
|
$
|
1,640,653.06
|
May
25, 2036
|
||||||||
|
II-39-A
|
Variable(2
|
)
|
$
|
1,570,750.83
|
May
25, 2036
|
||||||||
|
II-39-B
|
Variable(2
|
)
|
$
|
1,570,750.83
|
May
25, 2036
|
||||||||
|
II-40-A
|
Variable(2
|
)
|
$
|
1,503,878.65
|
May
25, 2036
|
||||||||
|
II-40-B
|
Variable(2
|
)
|
$
|
1,503,878.65
|
May
25, 2036
|
||||||||
|
II-41-A
|
Variable(2
|
)
|
$
|
1,439,961.33
|
May
25, 2036
|
||||||||
|
II-41-B
|
Variable(2
|
)
|
$
|
1,439,961.33
|
May
25, 2036
|
||||||||
|
II-42-A
|
Variable(2
|
)
|
$
|
1,378,832.66
|
May
25, 2036
|
||||||||
|
II-42-B
|
Variable(2
|
)
|
$
|
1,378,832.66
|
May
25, 2036
|
||||||||
|
II-43-A
|
Variable(2
|
)
|
$
|
1,320,367.88
|
May
25, 2036
|
||||||||
|
II-43-B
|
Variable(2
|
)
|
$
|
1,320,367.88
|
May
25, 2036
|
||||||||
|
II-44-A
|
Variable(2
|
)
|
$
|
1,264,442.24
|
May
25, 2036
|
||||||||
|
II-44-B
|
Variable(2
|
)
|
$
|
1,264,442.24
|
May
25, 2036
|
||||||||
|
II-45-A
|
Variable(2
|
)
|
$
|
1,210,953.94
|
May
25, 2036
|
||||||||
|
II-45-B
|
Variable(2
|
)
|
$
|
1,210,953.94
|
May
25, 2036
|
||||||||
|
II-46-A
|
Variable(2
|
)
|
$
|
1,159,789.36
|
May
25, 2036
|
||||||||
|
II-46-B
|
Variable(2
|
)
|
$
|
1,159,789.36
|
May
25, 2036
|
||||||||
|
II-47-A
|
Variable(2
|
)
|
$
|
1,110,845.09
|
May
25, 2036
|
||||||||
|
II-47-B
|
Variable(2
|
)
|
$
|
1,110,845.09
|
May
25, 2036
|
||||||||
|
II-48-A
|
Variable(2
|
)
|
$
|
15,700,733.17
|
May
25, 2036
|
||||||||
|
II-48-B
|
Variable(2
|
)
|
$
|
15,700,733.17
|
May
25, 2036
|
||||||||
|
II-49-A
|
Variable(2
|
)
|
$
|
329,395.49
|
May
25, 2036
|
||||||||
|
II-49-B
|
Variable(2
|
)
|
$
|
329,395.49
|
May
25, 2036
|
||||||||
|
II-50-A
|
Variable(2
|
)
|
$
|
319,008.56
|
May
25, 2036
|
||||||||
|
II-50-B
|
Variable(2
|
)
|
$
|
319,008.56
|
May
25, 2036
|
||||||||
|
II-51-A
|
Variable(2
|
)
|
$
|
308,947.29
|
May
25, 2036
|
||||||||
|
II-51-B
|
Variable(2
|
)
|
$
|
308,947.29
|
May
25, 2036
|
||||||||
|
II-52-A
|
Variable(2
|
)
|
$
|
299,201.51
|
May
25, 2036
|
||||||||
|
II-52-B
|
Variable(2
|
)
|
$
|
299,201.51
|
May
25, 2036
|
||||||||
|
II-53-A
|
Variable(2
|
)
|
$
|
289,761.39
|
May
25, 2036
|
||||||||
|
II-53-B
|
Variable(2
|
)
|
$
|
289,761.39
|
May
25, 2036
|
||||||||
|
II-54-A
|
Variable(2
|
)
|
$
|
280,617.37
|
May
25, 2036
|
||||||||
|
II-54-B
|
Variable(2
|
)
|
$
|
280,617.37
|
May
25, 2036
|
||||||||
|
II-55-A
|
Variable(2
|
)
|
$
|
271,760.21
|
May
25, 2036
|
||||||||
|
II-55-B
|
Variable(2
|
)
|
$
|
271,760.21
|
May
25, 2036
|
||||||||
|
II-56-A
|
Variable(2
|
)
|
$
|
263,182.60
|
May
25, 2036
|
||||||||
|
II-56-B
|
Variable(2
|
)
|
$
|
263,182.60
|
May
25, 2036
|
||||||||
|
II-57-A
|
Variable(2
|
)
|
$
|
254,920.46
|
May
25, 2036
|
||||||||
|
II-57-B
|
Variable(2
|
)
|
$
|
254,920.46
|
May
25, 2036
|
||||||||
|
II-58-A
|
Variable(2
|
)
|
$
|
246,875.18
|
May
25, 2036
|
||||||||
|
II-58-B
|
Variable(2
|
)
|
$
|
246,875.18
|
May
25, 2036
|
||||||||
|
II-59-A
|
Variable(2
|
)
|
$
|
239,077.05
|
May
25, 2036
|
||||||||
|
II-59-B
|
Variable(2
|
)
|
$
|
239,077.05
|
May
25, 2036
|
||||||||
|
II-60-A
|
Variable(2
|
)
|
$
|
7,263,263.60
|
May
25, 2036
|
||||||||
|
II-60-B
|
Variable(2
|
)
|
$
|
7,263,263.60
|
May
25, 2036
|
||||||||
|
P
|
0.00
|
%
|
$
|
100.00
|
|
May 25, 2036 | |||||||
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately 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 Securities Administrator on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC II”. The Class R-2 Certificates will be
the sole class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the designation, the
Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC
II Regular Interests (as defined herein). None of the REMIC II Regular Interests
will be certificated.
|
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
Latest
Possible Maturity Date (1)
|
|||||||
|
AA
|
Variable(2
|
)
|
$
|
357,843,930.76
|
May
25, 2036
|
|||||
|
I-A-1
|
Variable(2
|
)
|
$
|
919,215.00
|
May
25, 2036
|
|||||
|
I-A-2
|
Variable(2
|
)
|
$
|
470,535.00
|
May
25, 2036
|
|||||
|
I-A-3
|
Variable(2
|
)
|
$
|
133,950.00
|
May
25, 2036
|
|||||
|
II-A
|
Variable(2
|
)
|
$
|
1,324,445.00
|
May
25, 2036
|
|||||
|
M-1
|
Variable(2
|
)
|
$
|
138,755.00
|
May
25, 2036
|
|||||
|
M-2
|
Variable(2
|
)
|
$
|
127,800.00
|
May
25, 2036
|
|||||
|
M-3
|
Variable(2
|
)
|
$
|
76,680.00
|
May
25, 2036
|
|||||
|
M-4
|
Variable(2
|
)
|
$
|
63,900.00
|
May
25, 2036
|
|||||
|
M-5
|
Variable(2
|
)
|
$
|
63,900.00
|
May
25, 2036
|
|||||
|
M-6
|
Variable(2
|
)
|
$
|
58,425.00
|
May
25, 2036
|
|||||
|
M-7
|
Variable(2
|
)
|
$
|
54,770.00
|
May
25, 2036
|
|||||
|
M-8
|
Variable(2
|
)
|
$
|
51,120.00
|
May
25, 2036
|
|||||
|
M-9
|
Variable(2
|
)
|
$
|
36,515.00
|
May
25, 2036
|
|||||
|
M-10
|
Variable(2
|
)
|
$
|
36,515.00
|
May
25, 2036
|
|||||
|
ZZ
|
Variable(2
|
)
|
$
|
3,746,412.36
|
May
25, 2036
|
|||||
|
IO
|
(2
|
)
|
(3
|
)
|
May
25, 2036
|
|||||
|
P
|
0.00
|
%
|
$
|
100.00
|
May
25, 2036
|
|||||
|
1-Sub
|
Variable(2
|
)
|
$
|
8,595.24
|
May
25, 2036
|
|||||
|
1-Grp
|
Variable(2
|
)
|
$
|
39,069.24
|
May
25, 2036
|
|||||
|
2-Sub
|
Variable(2
|
)
|
$
|
7,471.23
|
May
25, 2036
|
|||||
|
2-Grp
|
Variable(2
|
)
|
$
|
33,960.13
|
May
25, 2036
|
|||||
|
XX
|
Variable(2
|
)
|
$
|
365,057,772.27
|
May
25, 2036
|
|||||
___________________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for each REMIC II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount calculated
in accordance with the definition of “Uncertificated Notional Amount”
herein.
|
REMIC
III
As
provided herein, the Securities Administrator on behalf of the Trustee will
elect to treat the segregated pool of assets consisting of the REMIC II Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC III”. The Class R-3 Certificates will
represent the sole class of Residual Interests in REMIC III for purposes of
the
REMIC Provisions.
The
following table irrevocably sets forth the designation, Pass-Through Rate,
Initial Certificate Principal Balance (or initial Uncertificated Principal
Balance, in the case of the Class CE, P and IO Interests) and, for purposes
of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each class of Certificates and interests that represents
ownership of one or more of the Regular Interests in REMIC III created
hereunder.
Each
Certificate, other than the Class P, Class CE and Class R Certificates,
represents ownership of a Regular Interest in REMIC III and also represents
(i)
the right to receive payments with respect to Basis Risk Shortfall Carry Forward
Amounts (as defined herein) and (ii) the obligation to pay Class IO Distribution
Amounts (as defined herein). The entitlement to principal of the Regular
Interest which corresponds to each Certificate shall be equal in amount and
timing to the entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Certificate or Uncertificated
Principal
Balance
|
Latest
Possible Maturity Date(1)
|
|||||||
|
I-A-1(2)
|
Variable(3
|
)
|
$
|
183,843,000.00
|
May
25, 2036
|
|||||
|
I-A-2(2)
|
Variable(3
|
)
|
$
|
94,107,000.00
|
May
25, 2036
|
|||||
|
I-A-3(2)
|
Variable(3
|
)
|
$
|
26,790,000.00
|
May
25, 2036
|
|||||
|
II-A(2)
|
Variable(3
|
)
|
$
|
264,889,000.00
|
May
25, 2036
|
|||||
|
M-1(2)
|
Variable(3
|
)
|
$
|
27,751,000.00
|
May
25, 2036
|
|||||
|
M-2(2)
|
Variable(3
|
)
|
$
|
25,560,000.00
|
May
25, 2036
|
|||||
|
M-3(2)
|
Variable(3
|
)
|
$
|
15,336,000.00
|
May
25, 2036
|
|||||
|
M-4(2)
|
Variable(3
|
)
|
$
|
12,780,000.00
|
May
25, 2036
|
|||||
|
M-5(2)
|
Variable(3
|
)
|
$
|
12,780,000.00
|
May
25, 2036
|
|||||
|
M-6(2)
|
Variable(3
|
)
|
$
|
11,685,000.00
|
May
25, 2036
|
|||||
|
M-7(2)
|
Variable(3
|
)
|
$
|
10,954,000.00
|
May
25, 2036
|
|||||
|
M-8(2)
|
Variable(3
|
)
|
$
|
10,224,000.00
|
May
25, 2036
|
|||||
|
M-9(2)
|
Variable(3
|
)
|
$
|
7,303,000.00
|
May
25, 2036
|
|||||
|
M-10(2)
|
Variable(3
|
)
|
$
|
7,303,000.00
|
May
25, 2036
|
|||||
|
Class
CE Interest
|
Variable(3)(4
|
)
|
$
|
18,988,736.24
|
May
25, 2036
|
|||||
|
Class
P Interest
|
0.00%(5
|
)
|
$
|
100.00
|
May
25, 2036
|
|||||
|
Class
IO Interest
|
(6
|
)
|
(7
|
)
|
May
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 III Regular
Interest.
|
|
(2)
|
This
Class of Certificates represents ownership of a Regular Interest
in REMIC
III. Any amount distributed on this Class of Certificates on any
Distribution Date in excess of the amount distributable on the related
Regular Interest in REMIC III on such Distribution Date shall be
treated
for federal income tax purposes as having been paid from the Reserve
Fund
or the Supplemental Interest Trust, as applicable, and any amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date in excess of the amount distributable on such Class
of
Certificates on such Distribution Date shall be treated for such
purposes
as having been distributed to the Holders of such Certificates and
then
paid by such Holders to the Supplemental Interest Trust, all pursuant
to
and as further provided in Section 3.21
hereof.
|
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate” herein. Each
Regular Interest in REMIC III (other than the Class CE, P and IO
Interests) which corresponds to a Class A Certificate or Class M
Certificate will have the same Pass-Through Rate as such Certificate,
except with respect to the Net Rate Cap. The Net Rate Cap for each
such
Regular Interest in REMIC III and Certificate is specified in the
definition of “Net Rate Cap”.
|
|
(4)
|
The
Class CE Interest will accrue interest at its variable Pass-Through
Rate
on the Uncertificated Notional Amount of the Class CE Interest outstanding
from time to time which shall equal the aggregate Uncertificated
Principal
Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest P). The Class CE Interest will not accrue interest on its
Uncertificated Principal Balance.
|
|
(5)
|
The
Class P Interest is not entitled to distributions in respect of
interest.
|
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not have
a
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest IO.
|
|
(7)
|
For
federal income tax purposes, the Class IO Interest will not have
an
Uncertificated Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC
IV
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Class CE Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC IV”. The Class R-4 Interest represents the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
IV created hereunder:
|
Class
Designation
|
|
|
Pass-Through
Rate
|
|
|
Initial
Certificate
Principal
Balance
|
|
|
Latest
Possible
Maturity
Date(1)
|
|
|
CE
|
|
|
Variable(2)
|
|
$
|
18,988,736.24
|
|
|
May
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The
Class CE Certificates will receive 100% of amounts received in respect
of
the Class CE Interest.
|
REMIC
V
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Class P Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC V”. The Class R-5 Interest represents the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The
following table sets forth the Class designation, Pass-Through Rate, Initial
Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest in REMIC
V created hereunder:
|
Class
Designation
|
|
|
Pass-Through
Rate
|
|
|
Initial
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
||
|
P
|
|
|
0.00%(2)
|
|
$
|
100.00
|
|
|
May
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately 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 amounts received in respect
of
the Class P Interest.
|
REMIC
VI
As
provided herein, the Securities Administrator on behalf of the Trustee shall
elect to treat the segregated pool of assets consisting of the Class IO Interest
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC VI”. The Class R-6 Interest represents the sole
class of Residual Interests in REMIC VI for purposes of the REMIC
Provisions.
The
following table sets forth the designation, Pass-Through Rate, initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated class of interests that represents a Regular Interest in REMIC
VI
created hereunder:
|
Designation
|
|
|
Pass-Through
Rate
|
|
|
Initial
Uncertificated
Principal
Balance
|
|
|
Latest
Possible
Maturity
Date(1)
|
|
|
IO(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
May
25, 2036
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for REMIC VI Regular Interest
IO.
|
|
(2)
|
REMIC
VI Regular Interest IO will be held as an asset of the Supplemental
Interest Trust.
|
|
(3)
|
REMIC
VI Regular Interest IO will not have a Pass-Through Rate, but will
receive
100% of amounts received in respect of the Class IO
Interest.
|
|
(4)
|
REMIC
VI Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the Class IO Interest.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2006-HE4.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates, Series 2006-HE4” (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 Securities Administrator, the Sponsor, the Company and
the
Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article:
10-K
Filing Deadline:
As
defined in Section 3.18(iii).
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan those customary mortgage master servicing practices
of prudent mortgage master servicing institutions that master service mortgage
loans, of the same type and quality as such Mortgage Loan in the jurisdiction
where the related Mortgaged Property is located, to the extent applicable to
the
Master Servicer (except in its capacity as successor to the Company or a
Servicer).
Accepted
Servicing Practices:
With
respect to each Mortgage Loan, those mortgage servicing practices and
procedures, including prudent collection and loan administration procedures,
and
the standard of care (i) employed by prudent mortgage servicers which service
mortgage loans of the same type as the Mortgage Loans in the jurisdictions
in
which the related Mortgage Properties are located or (ii) in accordance with
the
Xxxxxx Xxx Guide or Xxxxxxx Mac Guide, subject to any variances negotiated
with
Xxxxxx Xxx or Freddie Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the Master
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Account:
The
Distribution Account, the Master Servicer Collection Account, the Reserve Fund,
the Swap Account, the Class P Certificate Account and any Protected
Account.
Accrual
Period:
With
respect to the Certificates (other than the Class CE, Class P and the Residual
Certificates) and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the first Accrual
Period, the Closing Date) to and including the day prior to such Distribution
Date. With respect to the Class CE Certificates and the Class CE Interest and
any Distribution Date, the calendar month immediately preceding such
Distribution Date. All calculations of interest on the Certificates (other
than
the Class CE, Class P and the Residual Certificates) will be made on the basis
of the actual number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Interest and the Class CE Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day
months.
Additional
Disclosure:
As
defined in Section 3.18(a)(v).
Additional
Disclosure Notification:
The
form of notice set forth in Exhibit R.
Additional
Form 10-D Disclosure:
As
defined in Section 3.18(a)(ii).
Additional
Form 10-K Disclosure:
As
defined in Section 3.18(a)(iv).
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Company as provided in Section 6.01(a) hereof
or
by the related Servicer and the Master Servicer as provided in Section 6.01(b)
hereof.
Affected
Party:
An
“Affected Party” as defined in the Swap Agreement.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
Adjustable
Rate Mortgage Loan:
Each of
the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
Rate that is subject to adjustment.
Adjustment
Date:
With
respect to each Adjustable Rate Mortgage Loan, the first day of the month in
which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to
the related Mortgage Note. The first Adjustment Date following the Cut-off
Date
as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Amount
Held for Future Distribution:
As to
any Distribution Date and the EMC Mortgage Loans, the aggregate amount held
in
the Company’s 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 EMC Mortgage Loans due after the
related Due Period and (ii) Principal Prepayments, Liquidation Proceeds,
Subsequent Recoveries and Insurance Proceeds received in respect of such
Mortgage Loans after the last day of the related Prepayment Period. As to any
Distribution Date and the Mortgage Loans serviced by any Servicer other than
EMC, the aggregate amount held in the Servicer’s Protected Account at the close
of business on the immediately preceding Business Day on account of (i) all
principal payments or portions thereof received in respect of such Mortgage
Loans serviced by it 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 3.15.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Class A Certificates and Class
M
Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
which have been applied in reduction of the Certificate Principal Balance of
a
Class of Certificates pursuant to Section 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 3.16.
Assignment
Agreement:
Shall
mean the Xxxxx Fargo Assignment Agreement.
Attestation
Report:
As
defined in Section 3.16.
Attesting
Party:
As
defined in Section 3.16.
Back-Up
Certification:
As
defined in Section 3.18(a)(iv).
Basis
Risk Shortfall Carry Forward Amount:
With
respect to any Distribution Date and any Class of Class A Certificates and
Class
M Certificates, an amount equal to the sum of (A) the excess, if any, of (a)
the
amount of Current Interest that such Class would have been entitled to receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin, over (b) the amount of Current Interest that such Class
received on such Distribution Date if the Pass-Through Rate is limited to the
Net Rate Cap 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 the current Distribution
Date.
Bankruptcy
Code:
Title
11 of the United States Code.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 7.06).
As of the Closing Date, each Class of Regular Certificates (other than the
Class
M-10, Class CE and Class P Certificates) constitutes a Class of Book-Entry
Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the Trustee or
the
Securities Administrator or the principal office of the Company or the Master
Servicer is located are authorized or obligated by law or executive order to
be
closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Securities
Administrator in substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate
Margin:
With
respect to the Class I-A-1 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-1, 0.060% per
annum.
With
respect to the Class I-A-2 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-2, 0.170% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.340% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class I-A-3 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest I-A-3, 0.270% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.540% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class II-A Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest II-A, 0.160% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.320% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.330% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.495% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.340% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.510% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.360% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.540% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.420% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.630% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 0.450% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.675% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 0.530% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 0.795% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-7 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-7, 1.050% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.575% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-8 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-8, 1.200% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 1.800% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-9 Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-9, 2.100% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.150% per annum in the case of each
Distribution Date thereafter.
With
respect to the Class M-10 Certificates and, for purposes of the definition
of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-10, 2.500% per
annum in the case of each Distribution Date through and including the first
possible Optional Termination Date and 3.750% per annum in the case of each
Distribution Date thereafter.
Certificate
Notional Amount:
With
respect to the Class CE Certificates and any Distribution Date, an amount equal
to the Stated Principal Balance of the Mortgage Loans as of the beginning of
the
related Due Period. The
initial Certificate Notional Amount of the Class CE Certificates shall be
$730,293,736.24. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class CE Interest for such Distribution
Date.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than the Class CE Certificates or Class R Certificates)
and as of any Distribution Date, the Initial Certificate Principal Balance
of
such Certificate plus, in the case of a Class A Certificate and Class M
Certificate, any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 6.04(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 6.04, and (ii) any Applied Realized Loss Amounts allocated to such
Certificate on previous Distribution Dates. As to the Class CE Certificates
and
as of any Distribution Date, an amount equal to the Uncertificated Principal
Balance of the Class CE Interest.
Certificate
Register:
The
register maintained pursuant to Section 7.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Certification
Parties:
As
defined in Section 3.18(a)(iv).
Certifying
Person:
As
defined in Section 3.18(a)(iv).
Class:
All
Certificates bearing the same Class designation as set forth in Section 7.01
hereof.
Class
A Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3 and Class II-A
Certificates.
Class
A Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a) the
product of (1) 56.00% 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
$3,651,469.
Class
I-A Certificates:
Any of
the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Class
I-A-1 Certificate:
Any
Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A-2 Certificate:
Any
Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A-3 Certificate:
Any
Certificate designated as a “Class I-A-3 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-3 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Basis Risk Shortfall Carry Forward Amounts and (iii) the obligation
to
pay Class IO Distribution Amounts.
Class
I-A Principal Distribution Amount:
For any
Distribution Date, with respect to the Class I-A Certificates and any
Distribution Date, is the product of the Class A Principal Distribution Amount
and a fraction, the numerator of which is the Principal Funds for Loan Group
I
for such Distribution Date and the denominator of which is the Principal Funds
for both Loan Groups for such Distribution Date.
Class
II-A Certificate:
Any
Certificate designated as a “Class II-A Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class II-A Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
II-A Principal Distribution Amount:
For any
Distribution Date, with respect to the Class II-A Certificates and any
Distribution Date, is the product of the Class A Principal Distribution Amount
and a fraction, the numerator of which is the Principal Funds for Loan Group
II
for such Distribution Date and the denominator of which is the Principal Funds
for both Loan Groups for such Distribution Date.
Class
CE Certificate:
Any
Certificate designated as a “Class CE Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class CE Certificates herein and evidencing
(i) a
Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
Carry Forward Amounts and (iii) the right to receive Class IO Distribution
Amounts.
Class
CE Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Current Interest for the
Class CE Interest for such Distribution Date, (ii) any Overcollateralization
Release Amount for such Distribution Date and (iii) without duplication, any
Subsequent Recoveries not distributed to the Class A Certificates and Class
M
Certificates on such Distribution Date; provided, however that on any
Distribution Date after the Distribution Date on which the Certificate Principal
Balances of the Class A Certificates and Class M Certificates have been reduced
to zero, the Class CE Distribution Amount shall include the
Overcollateralization Amount.
Class
CE Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class CE Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
IO Distribution Amount:
As
defined in Section 3.21 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the amount payable
to
the Swap Administrator on such Distribution Date in excess of the amount payable
on REMIC VI Regular Interest IO on such Distribution Date, all as further
provided in Section 3.21 hereof.
Class
IO Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of REMIC VI Regular Interest IO, evidencing a Regular Interest in REMIC
III for purposes of the REMIC Provisions.
Class
M Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9 and Class M-10 Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-1 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1)
the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 63.60% 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 $3,651,469.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-2 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount and the Class M-1 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (3) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 70.60% 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 $3,651,469.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-3 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 74.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
M-4 Certificate:
Any
Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 78.30% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
M-5 Certificate:
Any
Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-5 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-5 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class
A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 81.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
M-6 Certificate:
Any
Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-6 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-6 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of
the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 85.00% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
M-7 Certificate:
Any
Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-7 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-7 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount and (y)
the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2)
the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance
of
the Class M-7 Certificates immediately prior to such Distribution Date, over
(b)
the lesser of (1) the product of (x) 88.00% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
M-8 Certificate:
Any
Certificate designated as a “Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-8 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-8 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class
M-7 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of
the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date) and (9) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior
to
such Distribution Date, over (b) the lesser of (1) the product of (x) 90.80%
and
(y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
M-9 Certificate:
Any
Certificate designated as a “Class M-9 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class M-9 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-9 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
M-7
Principal Distribution Amount and the Class M-8 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (9) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (10) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1) the
product of (x) 92.80% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized Losses
incurred during the 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
$3,651,469.
Class
M-10 Certificate:
Any
Certificate designated as a “Class M-10 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-10 Certificates as set forth herein
and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
IO
Distribution Amounts.
Class
M-10 Principal Distribution Amount:
For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the Class
A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
M-7
Principal Distribution Amount, the Class M-8 Principal Distribution Amount
and
the Class M-9 Principal Distribution Amount and (y) the excess, if any, of
(a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of
the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date), (10) the Certificate Principal Balance of the Class M-9
Certificates (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) and (11) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 94.80%
and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the 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 $3,651,469.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive
any
Prepayment Charge Waiver Amounts.
Class
P Interest:
An
uncertificated interest in the Trust Fund held by the Trustee on behalf of
the
Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
III
for purposes of the REMIC Provisions.
Class
P Certificate Account:
The
separate Eligible Account created and maintained by the Securities Administrator
pursuant to Section 5.11 in the name of the Trustee for the benefit of the
Class
P Certificateholders.
Class
R Certificate:
Any of
the Class R-1, Class R-2, Class R-3 or Class RX Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
I and representing the right to the Percentage Interest of distributions
provided for the Class R-1 Certificates as set forth herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
II and representing the right to the Percentage Interest of distributions
provided for the Class R-2 Certificates as set forth herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
III and representing the right to the Percentage Interest of distributions
provided for the Class R-3 Certificates as set forth herein.
Class
RX Certificate:
Any
Certificate designated a “Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest, Class R-5 Interest and Class R-6 Interest and representing the right
to the Percentage Interest of distributions provided for the Class RX
Certificates as set forth herein.
Class
R-4 Interest:
The
uncertificated Residual Interest in REMIC IV.
Class
R-5 Interest:
The
uncertificated Residual Interest in REMIC V.
Class
R-6 Interest:
The
uncertificated Residual Interest in REMIC VI.
Closing
Date:
April
28, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Commission:
The
U.S. Securities and Exchange Commission.
Company:
EMC.
Company
Default:
As
defined in Section 9.05 hereof.
Compensating
Interest:
With
respect to any Distribution Date, (i) in the case of any Servicer, an amount,
not to exceed the Servicing Fee, to be deposited in the Protected Account by
such Servicer with respect to the payment of a Prepayment Interest Shortfall
on
an Mortgage Loan subject to this Agreement and (ii) in the case of the Master
Servicer, an amount not to exceed that portion of the Master Servicing Fee
payable to the Master Servicer. If the a Servicer fails to make such payment,
the Master Servicer shall be obligated to do so to the extent provided in
Section 6.02(b) hereof.
Corporate
Trust Office:
With
respect to the Trustee, the designated corporate trust office of the Trustee,
currently located at Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx,
Xxx Xxxx 00000, and (ii) with respect to the Securities Administrator, the
designated office of the Securities Administrator currently located at 000
Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 Attention: Global Securities
and Trust Services Group — Bear Xxxxxxx Asset Backed Securities I LLC 2006-HE4
or at such other address as the Trustee or Securities Administrator, as
applicable, may designate from time to time by notice to the Certificateholders,
the Depositor, the Trustee, the Master Servicer, the Securities Administrator
and EMC or at the principal corporate trust office of any successor
Trustee.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), the Certificate with the
corresponding designation. With respect to each REMIC III Regular Interest
(other than the Class CE Interest, the Class P Interest and the Class IO
Interest), the related Certificate representing an ownership
therein.
Current
Interest:
As of
any Distribution Date, with respect to the Certificates and interests of each
class (other than the Class P Certificates, Class P Interest, the Residual
Interests and the Residual Certificates), (i) the interest accrued on the
Certificate Principal Balance or Certificate Notional Amount or Uncertificated
Notional Amount, as applicable, during the related Accrual Period at the
applicable Pass-Through Rate plus any amount previously distributed with respect
to interest for such Certificate or interest that has been recovered as a
voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any
Prepayment Interest Shortfall for such Distribution Date, to the extent not
covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
during the related Due Period, provided, however, that for purposes of
calculating Current Interest for any such class, amounts specified in clause
(ii) hereof for any such Distribution Date shall be allocated first to the
Class
CE Certificates and the Class CE Interest in reduction of amounts otherwise
distributable to such Certificates and interest on such Distribution Date and
then any excess shall be allocated to each Class of Class A Certificates and
Class M Certificates pro
rata
based on
the respective amounts of interest accrued pursuant to clause (i) hereof for
each such Class on such Distribution Date.
Current
Specified Enhancement Percentage:
With
respect to any Distribution Date, the percentage obtained by dividing (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class M
Certificates and (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.
Custodial
Agreement:
An
agreement, dated as of April 28, 2006, among the Depositor, EMC, as Sponsor
and
a Seller, Master Funding as a Seller, the Trustee and LaSalle Bank National
Association, as Master Servicer, Securities Administrator and Custodian in
substantially the form of Exhibit J hereto.
Custodian:
LaSalle
Bank National Association, or any successor custodian appointed pursuant to
the
provisions hereof and the Custodial Agreement.
Cut-off
Date:
The
close of business on April 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
$730,293,736.24.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Defaulting
Party:
A
“Defaulting Party” as defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 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) 36.25%
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.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Securities Administrator 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 Securities Administrator
pursuant to Section 5.09 in the name of the Trustee for the benefit of the
Certificateholders designated “LaSalle Bank National Association, as Securities
Administrator on behalf of Citibank, N.A., as Trustee, in trust for the
registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-HE4”. Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in
this
Agreement.
Distribution
Account Deposit Date:
Two
Business Days prior to each Distribution Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in May 2006.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in which such
Distribution Date occurs.
Eligible
Account:
Any of
(i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt
obligations and short-term unsecured debt obligations of which (or, in the
case
of a depository institution or trust company that is the principal subsidiary
of
a holding company, the debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest long-term and its highest short-term rating categories,
respectively, at the time any amounts are held on deposit therein, or (ii)
an
account or accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the FDIC) and
the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee, the Securities
Administrator and to each Rating Agency, the Certificateholders have a claim
with respect to the funds in such account or a perfected first priority security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained
with
the corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than
$50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies, as evidenced in writing. Eligible Accounts
may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee and the Securities
Administrator.
EMC:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and
assigns.
EMC
Mortgage Loans:
The
Mortgage Loans serviced by the Company pursuant to the terms of this Agreement
and identified as such on the Mortgage Loan Schedule for which EMC is the
applicable Seller.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class CE, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 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 Certificates and Class M Certificates and Interest Carry Forward Amounts
on the Class A Certificates (other than Interest Carry Forward Amounts paid
pursuant to Sections 6.04(a)(4)(A), in each case for such Distribution
Date.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date, the lesser of (i) the excess, if any, of
the
Overcollateralization Target Amount for such Distribution Date, over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for such Distribution
Date.
Xxxxxx
Xxx:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by EMC (on its own behalf as a Seller
and on behalf of Master Funding) pursuant to or as contemplated by Section
2.03(c) or Section 11.01), a determination made by the Company pursuant to
this
Agreement or the Servicer pursuant to the Servicing Agreements that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Company or such Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Master
Servicer shall maintain records, based solely on information provided by the
Company and the Servicer, of each Final Recovery Determination made
thereby.
FIRREA:
The
Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. and any successor thereto.
Form
8-K Disclosure Information:
As
defined in Section 3.18(a)(iii).
Freddie
Mac:
Federal
Home Loan Mortgage Corporation, or any successor thereto.
Global
Certificate:
Any
Certificate registered in the name of the Depository or its nominee, beneficial
interests in which are reflected on the books of the Depository or on the books
of a Person maintaining an account with such Depository (directly or as an
indirect participant in accordance with the rules of such
depository).
Gross
Margin:
With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
in
the related Mortgage Note that is added to the Index on each Adjustment Date
in
accordance with the terms of the related Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
Group
I Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group
I Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount for such Distribution Date and a fraction, the numerator of which is
the
Principal Funds for Loan Group I for such Distribution Date and the denominator
of which is the Principal Funds for both Loan Groups for such Distribution
Date.
Group
II Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount for such Distribution Date and a fraction, the numerator of which is
the
Principal Funds for Loan Group II for such Distribution Date and the denominator
of which is the Principal Funds for both Loan Groups for such Distribution
Date.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Company, the Trust Fund and the Securities
Administrator including LaSalle Bank National Association in its individual
capacity, and their respective officers, directors, agents and employees and,
with respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.
Index:
With
respect to each Adjustable Rate Mortgage Loan and with respect to each related
Adjustment Date, the index as specified in the related Mortgage
Note.
Individual
Certificate:
Any
Private Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing Date.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity Holders in which
come
within such paragraphs.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
and any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Company, the
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 Company or the Servicer would follow
in
servicing mortgage loans held for its own account, in each case other than
any
amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured
Expenses:
Expenses covered by any insurance policy with respect to the Mortgage
Loans.
Interest
Carry Forward Amount:
As of
any Distribution Date and with respect to each Class of Certificates (other
than
the Class CE, Class P and the Residual Certificates), the sum of (i) the excess
of (a) the Current Interest for such Class with respect to such Distribution
Date and any prior Distribution Dates over (b) the amount actually distributed
to such Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by applicable law)
at
the applicable Pass-Through Rate for such Class for the related Accrual Period
including the Accrual Period relating to such Distribution Date.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds:
With
respect to each Loan Group and any Distribution Date (i) the sum, without
duplication, of (a) all scheduled interest during the related Due Period with
respect to the Mortgage Loans less the related Servicing Fee, the Master
Servicing Fee and the LPMI Fee, if any, (b) all Advances relating to interest
with respect to the Mortgage Loans made on or prior to the related Distribution
Account Deposit Date, (c) all Compensating Interest with respect to the Mortgage
Loans and required to be remitted by the Servicer or the Master Servicer
pursuant to this Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage
Loans collected during the 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
EMC (on its own behalf as a Seller and on behalf of Master Funding) pursuant
to
Sections 2.02 and 2.03 and by the Master Servicer pursuant to Section 3.19,
in
each case to the extent remitted by the Master Servicer to the Distribution
Account pursuant to this Agreement and (f) the interest portion of any proceeds
received from the exercise of an Optional Termination, minus (i) all amounts
relating to interest required to be reimbursed pursuant to Sections 5.02 and
5.10 or as otherwise set forth in this Agreement, and (ii) any Net Swap Payment
or Swap Termination Payment (not due to a Swap Provider Trigger Event and to
the
extent not paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreements that may be entered
into by the Supplemental Interest Trust Trustee) owed to the Swap Administrator
for payment to the Swap Provider for such Distribution Date and any such
payments remaining unpaid for any prior Distribution Dates.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
LaSalle:
LaSalle
Bank National Association, and any successor thereto.
Last
Scheduled Distribution Date:
Solely
for purposes of the face of the Certificates as follows: with respect to the
Certificates, other than the Class I-A-1 Certificates and Class I-A-2
Certificates, the Distribution Date in May 2036; with respect to the Class
I-A-1
Certificates and Class I-A-2 Certificates, the Distribution Date in September
2029 and February 2036, respectively.
Latest
Possible Maturity Date:
May 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,
REMIC
V and REMIC VI shall be the Latest Possible Maturity Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Company or the Servicer has made a Final Recovery Determination with respect
thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan-to-Value
Ratio:
The
fraction, expressed as a percentage, the numerator of which is the original
principal balance of the related Mortgage Loan and the denominator of which
is
the Appraised Value of the related Mortgaged Property.
Loan
Group:
Any of
Loan Group I or Loan Group II.
Loan
Group I:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loss
Allocation Limitation:
The
meaning specified in Section 6.05(b) hereof.
LPMI
Fee:
The fee
payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
set
forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Xxx and Freddie Mac in which the Servicer, the Company
or
the related subservicer of the related Mortgage Loan is responsible for the
payment of the LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority
Class CE Certificateholder:
The
Holder of a 50.01% or greater Percentage Interest in the Class CE
Certificates.
Marker
Rate:
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to two (2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
Regular Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), with the rate
on each such REMIC II Regular Interest (other than REMIC II Regular Interest
ZZ)
subject to a cap equal to the lesser of (i) the One-Month LIBOR Pass-Through
Rate for the Corresponding Certificate and (ii) the Net Rate Cap for the REMIC
III Regular Interest the ownership of which is represented by the Corresponding
Certificate for the purpose of this calculation for such Distribution Date,
and
with the rate on REMIC II Regular Interest ZZ subject to a cap of zero for
the
purpose of this calculation; provided, however, that solely for this purpose,
the related cap with respect to each REMIC II Regular Interest (other than
REMIC
II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) shall
be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
Master
Funding:
Master
Funding LLC, a Delaware limited liability company, and its successors and
assigns, in its capacity as the seller of the Master Funding Mortgage Loans
to
the Depositor.
Master
Funding Mortgage Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule for which Master
Funding is the applicable Seller.
Master
Servicer:
LaSalle
Bank National Association, in its capacity as master servicer, and its
successors and assigns or any successor master servicer appointed as herein
provided.
Master
Servicer Collection Account:
The
trust accounts or accounts created and maintained pursuant to Section 5.06
hereof, which shall be entitled “LaSalle Bank National Association, as master
servicer, on behalf of Citibank, N.A., as Trustee f/b/o holders of Bear Xxxxxxx
Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-HE4 -
Master Servicer Collection Account”. The Master Servicer Collection Account may
be a sub-account of the Distribution Account.
Master
Servicing Compensation:
For any
Distribution Date, the Master Servicing Fee for such Distribution
Date.
Master
Servicing Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Master 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.
Master
Servicing Fee Rate:
0.0115%
per annum.
Master
Servicing Officer:
Any
officer of the Master Servicer responsible for the master servicing of the
Mortgage Loans.
Maximum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum
Uncertificated Accrued Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
Overcollateralized Amount, in each case for such Distribution Date, over (ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), with the rate on each such
REMIC II Regular Interest subject to a cap equal to the lesser of (x) the
One-Month LIBOR Pass-Through Rate for the Corresponding Certificate and (y)
the
Net Rate Cap for the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of this calculation
for such Distribution Date; provided, however, that solely for this purpose,
the
related cap with respect to each REMIC II Regular Interest (other than REMIC
II
Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) shall be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Minimum
Mortgage Rate:
With
respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM
Loan:
With
respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns, at the origination thereof.
Monthly
Statement:
The
statement prepared and delivered by the Securities Administrator 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 or second lien
on
or first or second priority ownership interest in an estate in fee simple in
real property securing a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Custodian to be
added to the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
title of the related Mortgaged Property.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement, dated as of April 28, 2006, among EMC, as
a
seller, Master Funding, as a seller and the Depositor, as purchaser in the
form
attached hereto as Exhibit L.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 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 Company or the
Master Servicer to reflect the deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans pursuant to the provisions of this
Agreement) transferred to the Trustee as part of the Trust Fund and from time
to
time subject to this Agreement, the initial Mortgage Loan Schedule being
attached hereto as Exhibit B setting forth the following information with
respect to each Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Master Servicer's Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) the
Loan
Group, if applicable;
(y) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(z) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(aa) the
Prepayment Charge, if any;
(bb) lien
position (e.g., first lien or second lien);
(cc) a
code
indicating whether the Mortgage Loan is has a balloon payment;
(dd) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(ee) the
interest-only term, if applicable;
(ff) the
Mortgage Loan Seller; and
(gg) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (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:
With
respect to each fixed rate Mortgage Loan, the rate set forth in the related
Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master Servicing
Fee
Rate and (iii) the rate at which the LPMI Fee is calculated, if
any.
Net
Rate Cap:
With
respect to any Distribution Date and the Class I-A-1, Class I-A-2 and Class
I-A-3 Certificates, the excess, if any, of (A) a per annum rate equal to the
product of (x) the weighted average of the Net Mortgage Rates on the then
outstanding Mortgage Loans in Loan Group I, weighted based on the Stated
Principal Balances of such Mortgage Loans as
of the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date,
and (y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
payable to the Swap Provider on such Distribution Date and (ii) any Swap
Termination Payment not due to a Swap Provider Trigger Event payable to the
Swap
Provider (to the extent not paid by the Swap Administrator from any upfront
payment received pursuant to any replacement interest rate swap agreement that
may be entered into by the Supplemental Interest Trust Trustee), divided by
the
aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, multiplied by 12. With respect
to any Distribution Date and the REMIC III Regular Interests the ownership
of
which is represented by the Class I-A-1, Class I-A-2 and Class I-A-3
Certificates, a per annum rate equal to the weighted average (adjusted for
the
actual number of days elapsed in the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest 1-Grp,
weighted on the basis of the Uncertificated Principal Balance of such REMIC
II
Regular Interest immediately prior to such Distribution Date.
With
respect to any Distribution Date and the Class II-A Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the Net Mortgage Rates on the then outstanding Mortgage Loans in Loan Group
II,
weighted based on the Stated Principal Balances of such Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Accrual Period, over (B) an amount, expressed as
a
per annum rate, equal to the sum of (i) the Net Swap Payment payable to the
Swap
Provider on such Distribution Date and (ii) any Swap Termination Payment not
due
to a Swap Provider Trigger Event payable to the Swap Provider (to the extent
not
paid by the Swap Administrator from any upfront payment received pursuant to
any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership of which
is
represented by the Class II-A Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest 2-Grp, weighted on the basis of the Uncertificated Principal
Balance of such REMIC II Regular Interest immediately prior to such Distribution
Date.
With
respect to any Distribution Date and the Class M Certificates, the excess,
if
any, of (A) a per annum rate equal to the product of (x) the weighted average
of
the weighted average of the Net Mortgage Rates on the then outstanding Mortgage
Loans in each Loan Group, weighted in proportion to the results of subtracting
from the aggregate Stated Principal Balances of each such Loan Group as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, the aggregate Certificate
Principal Balance of the related Class or Classes of Senior Certificates and
(y)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Accrual Period, over (B) an amount,
expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
payable to the Swap Provider on such Distribution Date and (ii) any Swap
Termination Payment not due to a Swap Provider Trigger Event payable to the
Swap
Provider (to the extent not paid by the Swap Administrator from any upfront
payment received pursuant to any replacement interest rate swap agreement that
may be entered into by the Supplemental Interest Trust Trustee), divided by
the
aggregate outstanding Stated Principal Balance of the Mortgage Loans as of
the
related Due Date prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, multiplied by 12. With respect
to any Distribution Date and the REMIC III Regular Interests the ownership
of
which is represented by the Class M Certificates, a per annum rate equal to
the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rates on (a) REMIC
II Regular Interest 1-Sub, subject to a cap and a floor equal to the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest 1-Grp
and
(b) REMIC II Regular Interest 2-Sub, subject to a cap and a floor equal to
the
Uncertificated REMIC II Pass-Through Rate on REMIC II Regular Interest 2-Grp,
in
each case as determined for such Distribution Date, weighted on the basis of
the
Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately prior to such Distribution Date.
Net
Swap Payment:
With
respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any Swap
Termination Payment.
Non
Book-Entry Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Company
or
the Master Servicer pursuant to this Agreement, that, in the good faith judgment
of the Company or the Master Servicer, will not or, in the case of a proposed
advance, would not, be ultimately recoverable by it from the related Mortgagor,
related Liquidation Proceeds, Insurance Proceeds or otherwise.
Notional
Amount:
With
respect to each Distribution Date and the Swap Agreement, the notional amount
for the related calculation period as set forth in the related schedule set
forth in Exhibit M.
Offered
Certificates:
The
Class I-A-1, Class I-A-2, Class I-A-3, Class II-A, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed by any
of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s knowledge of and
familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Sellers, the Securities Administrator, the Master Servicer
and/or the Trustee, as the case may be, as required by this
Agreement.
One-Month
LIBOR:
With
respect to any Accrual Period, the rate determined by the Securities
Administrator on the related Interest Determination Date on the basis of the
rate for U.S. dollar deposits for one month that appears on Telerate Screen
Page
3750 as of 11:00 a.m. (London time) on such Interest Determination Date. If
such
rate does not appear on such page (or such other page as may replace that page
on that service, or if such service is no longer offered, such other service
for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Securities Administrator), One-Month LIBOR for the applicable Accrual Period
will be the Reference Bank Rate. If no such quotations can be obtained by the
Securities Administrator and no Reference Bank Rate is available, One-Month
LIBOR will be One-Month LIBOR applicable to the preceding Accrual Period. The
establishment of One-Month LIBOR on each Interest Determination Date by the
Securities Administrator and the Securities Administrator’s calculation of the
rate of interest applicable to the Class A Certificates and Class M Certificates
for the related Accrual Period shall, in the absence of manifest error, be
final
and binding.
One-Month
LIBOR Pass-Through Rate:
With
respect to each Class A Certificate and Class M Certificate and, for purposes
of
the definition of “Marker Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, the REMIC II Regular Interest for which such certificate is
the Corresponding Certificate, a per annum rate equal to One-Month LIBOR plus
the related Certificate Margin.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Sponsor, EMC, the
Depositor, the Company 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 Sponsor, EMC, the Depositor,
the Company and the Master Servicer, (ii) not have any direct financial interest
in the
Sponsor, EMC, the
Depositor, the Company or the Master Servicer or in any affiliate of either,
and
(iii) not be connected with the Sponsor, EMC, the Depositor, the Company or
the
Master Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and any REO Property.
Optional
Termination Date:
The
Distribution Date on which the Stated Principal Balance of all of the Mortgage
Loans is equal to or less than 10% of the Stated Principal Balance of all of
the
Mortgage Loans as of the Cut-off Date.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Securities Administrator or delivered to the
Securities Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Securities Administrator pursuant to this
Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Amount:
With
respect to any Distribution Date, the excess, if any, of 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 CE Certificates and 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, 2.60% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
(b) on or after the Stepdown Date and if a Trigger Event is not in effect,
the
greater of (i) the lesser of (1) 2.60% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (2) 5.20% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) and (ii) $3,651,469 or (c) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date.
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to the Class A Certificates and Class M Certificates and any
Distribution Date, a rate per annum equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the Net
Rate Cap for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amount determined for each REMIC II Regular Interest (other than
REMIC II Regular Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P) equal
to
the product of (a) the excess, if any, of the Uncertificated REMIC II
Pass-Through Rate for such REMIC II Regular Interest over the Marker Rate and
(b) a notional amount equal to the Uncertificated Principal Balance of such
REMIC II Regular Interest, and the denominator of which is the aggregate
Uncertificated Principal Balance of such REMIC II Regular
Interests.
With
respect to the Class CE Certificate, the Class CE Certificate shall not have
a
Pass-Through Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amount distributable
to the Class CE Interest for such Distribution Date.
With
respect to the Class P Certificate and the Class P Interest, 0.00% per
annum.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC VI Regular Interest IO, REMIC VI Regular Interest IO shall
not
have a Pass-Through Rate, but Current Interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class IO Interest for such Distribution Date.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Periodic
Rate Cap:
With
respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
the fixed percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
or
decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
prior
to such Adjustment Date.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
| (i) |
obligations
of the United States or any agency thereof, provided such obligations
are
backed by the full faith and credit of the United
States;
|
| (ii) |
general
obligations of or obligations guaranteed by any state of the United
States
or the District of Columbia receiving the highest long-term debt
rating of
each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by each Rating Agency, as evidenced in
writing;
|
| (iii) |
commercial
or finance company paper which is then receiving the highest commercial
or
finance company paper rating of each Rating Agency, or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
| (iv) |
certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities (including
the
Trustee, the Master Servicer and the Securities Administrator in
its
commercial banking capacity), provided that the commercial paper
and/or
long term unsecured debt obligations of such depository institution
or
trust company are then rated one of the two highest long-term and
the
highest short-term ratings of each such Rating Agency for such securities,
or such lower ratings as will not result in the downgrading or withdrawal
of the rating then assigned to the Certificates by any Rating Agency,
as
evidenced in writing;
|
| (v) |
guaranteed
reinvestment agreements issued by any bank, insurance company or
other
corporation containing, at the time of the issuance of such agreements,
such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by each
Rating
Agency, as evidenced in writing;
|
| (vi) |
repurchase
obligations with respect to any security described in clauses (i)
and (ii)
above, in either case entered into with a depository institution
or trust
company (acting as principal) described in clause (v)
above;
|
| (vii) |
securities
(other than stripped bonds, stripped coupons or instruments sold
at a
purchase price in excess of 115% of the face amount thereof) bearing
interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof which, at
the
time of such investment, have one of the two highest short term ratings
of
each Rating Agency (except if the Rating Agency is 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 each
Rating
Agency, as evidenced by a signed writing delivered by each Rating
Agency;
|
| (viii) |
interests
in any money market fund (including any such fund managed or advised
by
the Master Servicer and the Securities Administrator or any affiliate
thereof) which at the date of acquisition of the interests in such
fund
and throughout the time such interests are held in such fund has
the
highest applicable short term rating by each Rating Agency or such
lower
rating as will not result in the downgrading or withdrawal of the
ratings
then assigned to the Certificates by each Rating Agency, as evidenced
in
writing;
|
| (ix) |
short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state
thereof (including any such fund managed or advised by the Trustee,
the
Master Servicer or the Securities Administrator or any affiliate
thereof)
which on the date of acquisition has been rated by each Rating Agency
in
their respective highest applicable rating category or such lower
rating
as will not result in the downgrading or withdrawal of the ratings
then
assigned to the Certificates by each Rating Agency, as evidenced
in
writing; and
|
| (x) |
such
other investments having a specified stated maturity and bearing
interest
or sold at a discount acceptable to each Rating Agency and as will
not
result in the downgrading or withdrawal of the rating then assigned
to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
|
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
interest payments with respect to such instrument provide a yield to maturity
of
greater than 120% of the yield to maturity at par of such underlying
obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (viii) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Securities Administrator shall receive an Opinion of Counsel, at
the
expense of the Securities Administrator, to the effect that such investment
will
not adversely affect the status of any such REMIC as a REMIC under the Code
or
result in imposition of a tax on any such REMIC. Permitted Investments that
are
subject to prepayment or call may not be purchased at a price in excess of
par.
Permitted
Transferee:
Any
person (x) other than (i) the United States, any State or political subdivision
thereof, any possession of the United States or any agency or instrumentality
of
any of the foregoing, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code or (v) on electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes), created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Securities Administrator based upon an
Opinion of Counsel addressed to the Securities Administrator and the Trustee
(which shall not be an expense of the Trustee or the Securities Administrator)
that states that the Transfer of an Ownership Interest in a Residual Certificate
to such Person may cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or
REMIC VI to fail to qualify as a REMIC at any time that any Certificates are
Outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
Freddie 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 Company to the Master Servicer in respect of waived
Prepayment Charges pursuant to Section 5.01(a).
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each EMC Mortgage Loan that was the
subject of a partial Principal Prepayment, a Principal Prepayment in full,
or
that became a Liquidated Loan during the related Prepayment Period, (other
than
a Principal Prepayment in full resulting from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 3.05 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 Master Servicing Fee, (b) the
Servicing Fee and the LPMI Fee, if any, in each case with respect to the related
Mortgage Loan.
Prepayment
Period:
As to
any Distribution Date (except the first Distribution Date) and (i) each EMC
Mortgage Loan, 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 (as to the first
Distribution Date and any EMC Mortgage Loan, the period commencing on the
Closing Date and ending on the 15th day of the month in which such Distribution
Date occurs) and (ii) each Xxxxx Fargo Loan, the period commencing on the 14th
day of the month prior to the month in which the related Distribution Date
occurs and ending on the 13th day of the month in which such Distribution Date
occurs (as to the first Distribution Date and any EMC Mortgage Loan, the period
commencing on the Closing Date and ending on the 13th 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
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 each Loan Group and any Distribution Date, (i) the sum, without
duplication, of (a) all scheduled principal collected during the related Due
Period, (b) all Advances relating to principal made on or before the
Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
prepayment charges or penalties collected during the related Prepayment Period,
(d) the Stated Principal Balance of each Mortgage Loan in the related Loan
Group
that was repurchased by EMC on its own behalf as a Seller and on behalf of
Master Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer
pursuant to Section 3.05, (e) the aggregate of all Substitution Adjustment
Amounts for the related Determination Date in connection with the substitution
of Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation Proceeds
and
Subsequent Recoveries collected during the related Prepayment Period (to the
extent such Liquidation Proceeds and Subsequent Recoveries relate to principal),
in each case to the extent remitted by the Master Servicer to the Distribution
Account pursuant to this Agreement and (g) amounts in respect of principal
paid
by the Majority Class CE Certificateholder or the Master Servicer, as
applicable, pursuant to Section 11.01, minus (ii) all amounts required to be
reimbursed pursuant to Sections 5.02 and 5.10 or as otherwise set forth in
this
Agreement and (iii) any Net Swap Payments or Swap Termination Payments (not
due
to a Swap Provider Trigger Event and to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates to the extent not paid from Interest
Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 3.05 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
Company or the Servicer, as appropriate, 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 (f) of the definition of Principal Funds.
Private
Certificates:
Any of
the Class M-10, Class P, Class CE and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated April 25, 2006 relating to the public offering
of
the Class I-A-1, Class I-A-2, Class I-A-3, Class II-A, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9
Certificates.
Protected
Account:
Each
account established with respect to receipts on the Mortgage Loans and REO
Property in accordance with Section 5.01 hereof or by a Servicer in accordance
with the related Servicing Agreement. Each Protected Account shall be an
Eligible Account.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan (x) required to be repurchased by EMC pursuant
to
Section 2.02 or 2.03 hereof or (y) that EMC has a right to purchase pursuant
to
Section 3.05 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 (or
if
the related Mortgaged Property was acquired with respect thereto, 100% of the
Outstanding Principal Balance at the date of the acquisition), 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 (iii) any costs and damages
(if any) incurred by the Trust in connection with any violation of such Mortgage
Loan of any anti-predatory lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Rating
Agency:
Each of
Xxxxx’x and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee and the Securities
Administrator. 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 Company pursuant to this Agreement or the related Servicer pursuant to
the
related Servicing Agreement. In addition, to the extent the Company, the
Servicer or 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
M-10, Class CE, Class P and Residual Certificates), so long as such Classes
of
Certificates are Book-Entry Certificates, the Business Day preceding such
Distribution Date, and otherwise, the close of business on the last Business
Day
of the month preceding the month in which such Distribution Date occurs. With
respect to the Class M-10, Class CE, Class P 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 Securities Administrator and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i)
with an established place of business in London, (ii) which have been designated
as such by the Securities Administrator and (iii) which are not controlling,
controlled by, or under common control with, the Depositor, the Seller or the
Master Servicer.
Reference
Bank Rate:
With
respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
for United States dollar deposits for one month that are quoted by the Reference
Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates for
such
Accrual Period, provided that at least two such Reference Banks provide such
rate. If fewer than two offered rates appear, the Reference Bank Rate will
be
the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New
York
City, selected by the Securities Administrator, as of 11:00 a.m., New York
City
time, on such date for loans in United States dollars to leading European banks
for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Class A Certificates and Class M
Certificates for such Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended, or similar state law.
Relief
Act Interest Shortfall:
With
respect to any Distribution Date and any Mortgage Loan, any reduction in the
amount of interest collectible on such Mortgage Loan for the most recently
ended
Due Period as a result of the application of the Relief Act.
Remaining
Excess Spread:
With
respect to any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
I Group I Regular Interests:
REMIC I
Regular I-1-A through REMIC I Regular Interest I-60-B as designated in the
Preliminary Statement hereto.
REMIC
I Group II Regular Interests:
REMIC I
Regular Interest II-1-A through REMIC I Regular Interest II-60-B as designated
in the Preliminary Statement hereto.
REMIC
I Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
The
REMIC I Regular Interests consist of the REMIC I Group I Regular Interests,
REMIC I Group II Regular Interests and REMIC I Regular Interest X.
XXXXX
XX:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
II Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and REO Properties then outstanding and (ii) the Uncertificated REMIC
II
Pass-Through Rate for REMIC II Regular Interest AA minus the Marker Rate,
divided by (b) 12.
REMIC
II Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest AA, REMIC II Regular Interest ZZ, and
each REMIC II Regular Interest for which a Class A Certificate or Class M
Certificate is a Corresponding Certificate.
REMIC
II Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
Interest P) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC II Regular Interest for which a Class A Certificate or Class M Certificate
is a Corresponding Certificate, in each case, as of such date of
determination.
REMIC
II Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then outstanding and (ii) 1 minus a fraction, the numerator of which is two
(2)
times the aggregate Uncertificated Principal Balance of each REMIC II Regular
Interest for which a Class A Certificate or Class M Certificate is a
Corresponding Certificate and the denominator of which is the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for which
a
Class A Certificate or Class M Certificate is a Corresponding Certificate and
REMIC II Regular Interest ZZ.
REMIC
II Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX.
REMIC
II Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC II Regular
Interest ending with the designation “Sub”, equal to the ratio among, with
respect to each such REMIC II Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II, as applicable, over (y) the current Certificate
Principal Balance of the related Class A Certificates.
REMIC
II Required Overcollateralization Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
II Regular Interest:
Any of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. Each REMIC II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and (other than REMIC II Regular
Interest IO) shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are
set
forth in the Preliminary Statement hereto.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement and Section
6.07(a).
REMIC
III Regular Interest:
The
Class CE Interest, Class P Interest, Class IO Interest or any Regular Interest
in REMIC III the ownership of which is represented by any of the Class A
Certificates or Class M Certificates.
REMIC
IV:
The
segregated pool of assets consisting of the Class CE Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class CE Certificates
and
the Class RX Certificate (in respect of the Class R-4 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
IV Certificate:
Any
Class CE Certificate or Class RX Certificate (in respect of the Class R-4
Interest).
REMIC
V:
The
segregated pool of assets consisting of the Class P Interest conveyed in trust
to the Trustee, for the benefit of the Holders of the Class P Certificates
and
the Class RX Certificate (in respect of the Class R-5 Interest), with respect
to
which a separate REMIC election is to be made.
REMIC
V Certificate:
Any
Class P Certificate or Class RX Certificate (in respect of the Class R-5
Interest).
REMIC
VI:
The
segregated pool of assets consisting of the Class IO Interest conveyed in trust
to the Trustee, for the benefit of the holders of REMIC VI Regular Interest
IO
and the Class RX Certificate (in respect of the Class R-6 Interest), with
respect to which a separate REMIC election is to be made.
REMIC
VI Interests:
The
REMIC VI Regular Interest IO or Class RX Certificate (in respect of the Class
R-6 Interest).
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
cause
any of REMIC I, XXXXX XX, REMIC III, REMIC IV, REMIC V or REMIC VI to fail
to
qualify as a REMIC at any time that any Certificates are
outstanding.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time, as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
REMIC
Termination Payment:
As
defined in Section 11.01.
Remittance
Date:
Shall
mean (i) with respect to the Company, the Distribution Account Deposit Date
and
(ii) with respect to each Servicer (other than the Company), each Business
Day
as specified in the related Servicing Agreement.
Remittance
Report:
Shall
mean a report to the Securities Administrator in an electronic format (or by
such other means as the Master Servicer and the Securities Administrator may
agree from time to time) containing such data and information, as agreed to
by
the Master Servicer and the Securities Administrator such as to permit the
Securities Administrator to prepare the Monthly Statement to
Certificateholders.
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Company or the Servicer through foreclosure
or deed-in-lieu of foreclosure in connection with a defaulted Mortgage
Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by EMC for a
Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan
is a
fixed rate Mortgage Loan, have a fixed Mortgage Rate not less than or more
than
1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii)
have the same or higher credit quality characteristics than that of the Deleted
Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than
(and not more than one year less than) that of the Deleted Mortgage Loan; (vi)
not permit conversion of the Mortgage Rate from a fixed rate to a variable
rate;
(vii) have the same lien priority as the Deleted Mortgage Loan; (viii)
constitute the same occupancy type as the Deleted Mortgage Loan or be owner
occupied; (ix) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage
Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate
on
the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is an Adjustable
Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum
Mortgage Rate of the Deleted Mortgage Loan, (xi) if the Replacement Mortgage
Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or
greater than the Gross Margin of the Deleted Mortgage Loan, (xii) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (xiii) comply with each representation and warranty
set forth in Section 7 of the Mortgage Loan Purchase Agreement and (xiv) the
Custodian has delivered a Final Certification noting no defects or
exceptions.
Reportable
Event:
As
defined in Section 3.18(a)(iii).
Request
for Release:
The
Request for Release to be submitted by the Company, the Sponsor, the Servicer
or
the Master Servicer to the Custodian substantially in the form of Exhibit G.
Each Request for Release furnished to the Custodian by EMC, the Servicer 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 Company, the Sponsor, the Servicer or
the
Master Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement or the related Servicing
Agreement.
Reserve
Fund:
Shall
mean the separate trust account created and maintained by the Securities
Administrator pursuant to Section 3.21 hereof.
Reserve
Fund Deposit:
With
respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
shall initially deposit into the Reserve Fund pursuant to Section 3.21
hereof.
Residual
Certificates:
The
Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
ownership of the Class R-4 Interest, Class R-5 Interest and Class R-6 Interest),
each evidencing the sole class of Residual Interests in the related
REMIC.
Residual
Interest:
The
sole class of “residual interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee and the Securities Administrator, any Vice President,
any
Assistant Vice President, the Secretary, any Assistant Secretary, or any Trust
Officer in its respective Corporate Trust Office 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 or the Securities Administrator as
specified by the Trustee or the Securities Administrator, respectively, as
to
whom, with respect to a particular matter, such matter is referred because
of
such officer’s knowledge of and familiarity with the particular
subject.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and any
successor thereto.
Xxxxxxxx-Xxxxx
Act:
The
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission’s staff).
Xxxxxxxx-Xxxxx
Certification:
As
defined in Section 3.18(a)(iv).
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.
Securities
Administrator:
LaSalle
Bank National Association, in its capacity as securities administrator
hereunder, and its successors and assigns.
Seller:
EMC or
Master Funding, in each case, in its capacity as a seller of the related
Mortgage Loans to the Depositor.
Senior
Certificates:
Any of
the Class I-A-1, Class I-A-2, Class I-A-3 and Class II-A
Certificates.
Servicer:
Any of
EMC and Xxxxx Fargo.
Servic(es)(ing):
In
accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the
definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have
the
meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the related
Servicers or the Master Servicer (when applicable) 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 3.09 hereof to cause insurance
to
be maintained.
Servicing
Agreement:
The
Xxxxx Fargo Servicing Agreement.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing
Fee:
As to
each EMC 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 EMC
Mortgage Loan payable solely from interest collections as of the Due Date in
the
month preceding the month in which such Distribution Date occurs. As to each
Mortgage Loan serviced by the Servicer and any Distribution Date, an amount
equal to 1/12th
of the
Servicing Fee multiplied by the unpaid principal balance of each such mortgage
loan payable solely from interest collections, as of the Due Date in the month
preceding the month in which such Distribution Date occurs.
Servicing
Fee Rate:
0.500%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Master Servicer, as to which default is reasonably foreseeable, any
modification which is effected by the Master Servicer in accordance with the
terms of this Agreement which results in any change in the outstanding Stated
Principal Balance, any change in the Mortgage Rate or any extension of the
term
of such Mortgage Loan.
Servicing
Officer:
Any
officer of the Company or the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans (i) in the case of the
Company, whose name and facsimile signature appear on a list of servicing
officers furnished to the Master Servicer by the Company on the Closing Date
pursuant to this Agreement, as such list may from time to time be amended and
(ii) in the case of the Servicer, as to which evidence reasonably acceptable
to
the Master Servicer, as applicable, of due authorization, by such party has
been
furnished from time to time to the Master Servicer.
Significance
Estimate:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Sponsor or its affiliate of the aggregate maximum probable exposure of
the
outstanding Certificates to the Swap Agreement.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Class A Certificates
and Class M Certificates, prior to the distribution of the Principal
Distribution Amount on such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
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 Company or the related
Servicer as recoveries of principal in accordance with Section 3.11 or the
related Servicing Agreement with respect to such Mortgage Loan, that were
received by the Company or the related Servicer as of the close of business
on
the last day of the Prepayment Period related to such Distribution Date and
(iii) any Realized Losses on such Mortgage Loan incurred during the related
Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals
zero.
Stepdown
Date:
The
later to occur of (a) the Distribution Date in May 2009 and (b) the first
Distribution Date on which the Current Specified Enhancement Percentage is
greater than or equal to 44.00%.
Subordinated
Certificates:
The
Class M Certificates, Class CE Certificates and Residual
Certificates.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the Master Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 5.02) or surplus
amounts held by the Master Servicer, the Company and the related Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the Seller pursuant to the
Mortgage Loan Purchase Agreement) specifically related to a Mortgage Loan that
was the subject of a liquidation or final disposition of any REO Property prior
to the related Prepayment Period that resulted in a Realized Loss.
Subservicing
Agreement:
Any
agreement entered into between the Company and a subservicer with respect to
the
subservicing of any Mortgage Loan hereunder by such subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(c).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 9.02.
Supplemental
Interest Trust:
The
corpus of a trust created pursuant to Section 3.21 of this Agreement and
designated as the “Supplemental Interest Trust,” consisting of the Swap
Agreement, the Swap Administration Agreement and the Swap Account. For the
avoidance of doubt, the Supplemental Interest Trust, the Swap Agreement, the
Swap Account and the Swap Administration Agreement do not constitute parts
of
the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee:
LaSalle
Bank National Association, a national banking association not in its individual
capacity but solely in its capacity as supplemental interest trust trustee
under
the Supplemental Interest Trust and any successor thereto, and any corporation
or national banking association resulting from or surviving any consolidation
or
merger to which it or its successors may be a party and any successor
supplemental interest trust trustee as may from time to time be serving as
successor supplemental interest trust trustee.
Swap
Account:
The
separate trust account created and maintained by the Swap Administrator, and
held within the Supplemental Interest Trust, pursuant to the Swap Administration
Agreement.
Swap
Administrator:
LaSalle
Bank National Association acting as swap administrator under the Swap
Administration Agreement.
Swap
Administration Agreement:
The
Swap Administration Agreement, dated April 28, 2006, pursuant to which the
Swap
Administrator will make payments to the Swap Provider and the Trust Fund, and
certain other payments, as such agreement may be amended or supplemented from
time to time.
Swap
Agreement:
The
interest rate swap agreement between the Swap Provider and Supplemental Interest
Trust Trustee, which agreement provides for Net Swap Payments and Swap
Termination Payments to be paid, as provided therein, together with any
schedules, confirmations or other agreements relating thereto, attached hereto
as Exhibit M.
Swap
LIBOR:
For any
such Distribution Date, a per annum rate equal to the Floating Rate Option
(as
defined in the Swap Agreement) for the related Calculation Period (as defined
in
the Swap Agreement).
Swap
Optional Termination Payment:
As
defined in Section 11.01.
Swap
Provider:
The
swap provider under the Swap Agreement either (a) entitled to receive payments
from the Swap Administrator from amounts payable by the Trust Fund under this
Agreement or as provided in the Swap Administration Agreement (b) required
to
make payments to the Swap Administrator for payment to the Trust Fund, in either
case pursuant to the terms of the Swap Agreement, and any successor in interest
or assign. Initially, the Swap Provider shall be IXIS Financial Products Inc.
Swap
Provider Trigger Event:
With
respect to any Distribution Date, (i) an Event of Default under the Swap
Agreement with respect to which the Swap Provider is a Defaulting Party, (ii)
a
Termination Event under the Swap Agreement with respect to which the Swap
Provider is the sole Affected Party, or (iii) an Additional Termination Event
under the Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.
Swap
Termination Payment:
Upon
the designation of an “Early Termination Date” as defined in the Swap Agreement,
the payment to be made by the Swap Administrator to the Swap Provider from
payments from the Trust Fund, or by the Swap Provider to the Swap Administrator
for payment to the Trust Fund, as applicable, pursuant to the terms of the
Swap
Agreement.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Securities Administrator, or
any
successor thereto or assignee thereof, shall serve as tax administrator
hereunder and as agent for the related Tax Matters Person.
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Transfer
Affidavit:
As
defined in Section 7.02.
Trigger
Event:
With
respect to any Distribution Date, a Trigger Event exists if (i) a Delinquency
Event shall have occurred and be continuing or (ii) the aggregate amount of
Realized Losses on the Mortgage Loans since the Cut-off Date as a percentage
of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds
the
applicable percentages set forth below with respect to such Distribution
Date:
|
Distribution
Date
|
Percentage
|
|
|
May
2009 through April 2010
|
3.45%
with respect to May 2009, plus an additional 1/12th of the difference
between 5.40% and 3.45% for each month thereafter
|
|
|
May
2010 through April 2011
|
5.40%
with respect to May 2010, plus an additional 1/12th
of
the difference between 6.75% and 5.40% for each month
thereafter
|
|
|
May
2011 through April 2012
|
6.75%
with respect to May 2011, plus an additional 1/12th
of
the difference between 7.00% and 6.75% for each month
thereafter
|
|
|
May
2012 and thereafter
|
7.00%
|
Trust:
As
defined in Section 2.07.
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 Distribution Account, the Class P Certificate Account, the
Reserve Fund, the Master Servicer Collection Account maintained by the Master
Servicer and the Protected Accounts maintained by the Company and the Servicers
and all amounts deposited therein pursuant to the applicable provisions of
this
Agreement and the Servicing Agreements; (iii) property that secured a Mortgage
Loan and has been acquired by foreclosure, deed in lieu of foreclosure or
otherwise; (iv) the mortgagee’s rights under the Insurance Policies with respect
to the Mortgage Loans; (v) the rights under the Swap Administration Agreement
relating to the Certificates; (vi) the rights under the Mortgage Loan Purchase
Agreement; (vii) the rights under the Servicing Agreements and Assignment
Agreements; and (viii) all proceeds of the foregoing, including proceeds of
conversion, voluntary or involuntary, of any of the foregoing into cash or
other
liquid property.
Trustee:
Citibank, N.A., a national banking association, not in its individual capacity,
but solely in its capacity as trustee for the benefit of the Certificateholders
under this Agreement, and any successor thereto, and any corporation or national
banking association resulting from or surviving any consolidation or merger
to
which it or its successors may be a party and any successor trustee as may
from
time to time be serving as successor trustee hereunder.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated Pass-Through Rate on
the related Uncertificated Principal Balance or related Uncertificated Notional
Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
in
Section 1.02).
Uncertificated
Notional Amount:
With
respect to the Class CE Interest and any Distribution Date, an amount equal
to
the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest P) for such Distribution
Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date listed below,
the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
|
1
|
I-1-A
through I-60-A and II-1-A through II-60-A
|
|
|
2
|
I-2-A
through I-60-A and II-2-A through II-60-A
|
|
|
3
|
I-3-A
through I-60-A and II-3-A through II-60-A
|
|
|
4
|
I-4-A
through I-60-A and II-4-A through II-60-A
|
|
|
5
|
I-5-A
through I-60-A and II-5-A through II-60-A
|
|
|
6
|
I-6-A
through I-60-A and II-6-A through II-60-A
|
|
|
7
|
I-7-A
through I-60-A and II-7-A through II-60-A
|
|
|
8
|
I-8-A
through I-60-A and II-8-A through II-60-A
|
|
|
9
|
I-9-A
through I-60-A and II-9-A through II-60-A
|
|
|
10
|
I-10-A
through I-60-A and II-10-A through II-60-A
|
|
|
11
|
I-11-A
through I-60-A and II-11-A through II-60-A
|
|
|
12
|
I-12-A
through I-60-A and II-12-A through II-60-A
|
|
|
13
|
I-13-A
through I-60-A and II-13-A through II-60-A
|
|
|
14
|
I-14-A
through I-60-A and II-14-A through II-60-A
|
|
|
15
|
I-15-A
through I-60-A and II-15-A through II-60-A
|
|
|
16
|
I-16-A
through I-60-A and II-16-A through II-60-A
|
|
|
17
|
I-17-A
through I-60-A and II-17-A through II-60-A
|
|
|
18
|
I-18-A
through I-60-A and II-18-A through II-60-A
|
|
|
19
|
I-19-A
through I-60-A and II-19-A through II-60-A
|
|
|
20
|
I-20-A
through I-60-A and II-20-A through II-60-A
|
|
|
21
|
I-21-A
through I-60-A and II-21-A through II-60-A
|
|
|
22
|
I-22-A
through I-60-A and II-22-A through II-60-A
|
|
|
23
|
I-23-A
through I-60-A and II-23-A through II-60-A
|
|
|
24
|
I-24-A
through I-60-A and II-24-A through II-60-A
|
|
|
25
|
I-25-A
through I-60-A and II-25-A through II-60-A
|
|
|
26
|
I-26-A
through I-60-A and II-26-A through II-60-A
|
|
|
27
|
I-27-A
through I-60-A and II-27-A through II-60-A
|
|
|
28
|
I-28-A
through I-60-A and II-28-A through II-60-A
|
|
|
29
|
I-29-A
through I-60-A and II-29-A through II-60-A
|
|
|
30
|
I-30-A
through I-60-A and II-30-A through II-60-A
|
|
|
31
|
I-31-A
through I-60-A and II-31-A through II-60-A
|
|
|
32
|
I-32-A
through I-60-A and II-32-A through II-60-A
|
|
|
33
|
I-33-A
through I-60-A and II-33-A through II-60-A
|
|
|
34
|
I-34-A
through I-60-A and II-34-A through II-60-A
|
|
|
35
|
I-35-A
through I-60-A and II-35-A through II-60-A
|
|
|
36
|
I-36-A
through I-60-A and II-36-A through II-60-A
|
|
|
37
|
I-37-A
through I-60-A and II-37-A through II-60-A
|
|
|
38
|
I-38-A
through I-60-A and II-38-A through II-60-A
|
|
|
39
|
I-39-A
through I-60-A and II-39-A through II-60-A
|
|
|
40
|
I-40-A
through I-60-A and II-40-A through II-60-A
|
|
|
41
|
I-41-A
through I-60-A and II-41-A through II-60-A
|
|
|
42
|
I-42-A
through I-60-A and II-42-A through II-60-A
|
|
|
43
|
I-43-A
through I-60-A and II-43-A through II-60-A
|
|
|
44
|
I-44-A
through I-60-A and II-44-A through II-60-A
|
|
|
45
|
I-45-A
through I-60-A and II-45-A through II-60-A
|
|
|
46
|
I-46-A
through I-60-A and II-46-A through II-60-A
|
|
|
47
|
I-47-A
through I-60-A and II-47-A through II-60-A
|
|
|
48
|
I-48-A
through I-60-A and II-48-A through II-60-A
|
|
|
49
|
I-49-A
through I-60-A and II-49-A through II-60-A
|
|
|
50
|
I-50-A
through I-60-A and II-50-A through II-60-A
|
|
|
51
|
I-51-A
through I-60-A and II-51-A through II-60-A
|
|
|
52
|
I-52-A
through I-60-A and II-52-A through II-60-A
|
|
|
53
|
I-53-A
through I-60-A and II-53-A through II-60-A
|
|
|
54
|
I-54-A
through I-60-A and II-54-A through II-60-A
|
|
|
55
|
I-55-A
through I-60-A and II-55-A through II-60-A
|
|
|
56
|
I-56-A
through I-60-A and II-56-A through II-60-A
|
|
|
57
|
I-57-A
through I-60-A and II-57-A through II-60-A
|
|
|
58
|
I-58-A
through I-60-A and II-58-A through II-60-A
|
|
|
59
|
I-59-A
through I-60-A and II-59-A through II-60-A
|
|
|
60
|
I-60-A
and II-60-A
|
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With
respect to REMIC VI Regular Interest IO, an amount equal to the Uncertificated
Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate:
The
Uncertificated REMIC I Pass-Through Rate and Uncertificated REMIC II
Pass-Through Rate.
Uncertificated
Principal Balance:
The
amount of REMIC Regular Interests, Class P Interest and Class CE Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest, Class P
Interest and Class CE Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial uncertificated principal balance.
On
each Distribution Date, the Uncertificated Principal Balance of the REMIC
Regular Interests 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 II Regular Interest ZZ shall be increased by interest deferrals as
provided in Section 6.07(c)(1)(ii). The Uncertificated Principal Balance of
each
REMIC Regular Interest, Class P Interest and Class CE Interest shall never
be
less than zero. With respect to the Class CE Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates and
the
Class M Certificates and the Uncertificated Principal Balance of the Class
P
Interest then outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to each REMIC I Group I Regular Interest ending with the designation
“A”
and any Distribution Date, a per annum rate equal to the weighted average Net
Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of
10.70%. With respect to each REMIC I Group I Regular Interest ending with the
designation “B” and any Distribution Date, the greater of (x) a per annum rate
equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
Mortgage Rate of Loan Group I over (2) 10.70% and (y) 0.00%.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“A” and any Distribution Date, a per annum rate equal to the weighted average
Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate
of
10.70%.
With
respect to each REMIC I Group II Regular Interest ending with the designation
“B” and any Distribution Date, the greater of (x) a per annum rate equal to the
excess, if any, of (1) 2 multiplied by the weighted average Net Mortgage Rate
of
Loan Group II over (2) 10.70% and (y) 0.00%.
With
respect to REMIC I Regular Interest P, 0.00%
Uncertificated
REMIC II Pass-Through Rate:
With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is a Corresponding
Certificate, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub,
REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX,
and
any
Distribution
Date,
a per
annum rate equal to the weighted average of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
ending with the designation “B” for such Distribution Date, weighted on the
basis of the Uncertificated Principal Balances of each such REMIC I Regular
Interest for such Distribution Date, and (y) the weighted average of the rates
listed below for the REMIC I Regular Interests ending with the designation
“A”
for such Distribution Date listed below, weighted on the basis of the
Uncertificated Principal Balances of each such REMIC I Regular Interest for
such
Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
I-6-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-6-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
|||
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 1-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Group I Regular
Interests ending with the designation “B” for such Distribution Date, weighted
on the basis of the Uncertificated Principal Balances of each such REMIC I
Regular Interest for such Distribution Date, and (y) the weighted average of
the
rates listed below for the REMIC I Group I Regular Interests ending with the
designation “A” for such Distribution Date listed below, weighted on the basis
of the Uncertificated Principal Balances of each such REMIC I Regular Interest
for such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
2
|
I-2-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
I-3-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
I-4-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
I-5-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
I-1-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
I-7-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
I-8-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
I-9-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
I-10-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
I-11-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
I-12-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
I-13-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
I-14-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
I-15-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
I-16-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
I-17-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
I-18-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
I-19-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
I-20-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
I-21-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
I-22-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
I-23-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
I-24-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
I-25-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
I-26-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
I-27-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
I-28-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
I-29-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
I-30-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
I-31-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
I-32-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
I-33-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
I-34-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
I-35-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
I-36-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
I-37-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
I-38-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
I-39-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
I-40-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
I-41-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
I-42-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
I-43-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
I-44-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
I-45-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
I-46-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
I-47-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
I-48-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
I-49-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
I-50-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
I-51-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
I-52-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
I-53-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
I-54-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
I-55-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
I-56-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
I-57-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
I-58-A
through I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
I-59-A
and I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
I-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
I-1-A
through I-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
I-1-A
through I-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest 2-Grp and any Distribution Date, a per
annum rate equal to the weighted average of (x) the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Group II Regular
Interests ending with the designation “B” for such Distribution Date, weighted
on the basis of the Uncertificated Principal Balances of each such REMIC I
Regular Interest for such Distribution Date, and (y) the weighted average of
the
rates listed below for the REMIC I Group II Regular Interests ending with the
designation “A” for such Distribution Date listed below, weighted on the basis
of the Uncertificated Principal Balances of each such REMIC I Regular Interest
for such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
||
|
1
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
2
|
II-2-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
3
|
II-3-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
4
|
II-4-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
5
|
II-5-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
6
|
II-1-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
7
|
II-7-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
8
|
II-8-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
9
|
II-9-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
10
|
II-10-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
11
|
II-11-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
12
|
II-12-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
13
|
II-13-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
14
|
II-14-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
15
|
II-15-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
16
|
II-16-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
17
|
II-17-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
18
|
II-18-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
19
|
II-19-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
20
|
II-20-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
21
|
II-21-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
22
|
II-22-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
23
|
II-23-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
24
|
II-24-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
25
|
II-25-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
26
|
II-26-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
27
|
II-27-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
28
|
II-28-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
29
|
II-29-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
30
|
II-30-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
31
|
II-31-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
32
|
II-32-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
33
|
II-33-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
34
|
II-34-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
35
|
II-35-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
36
|
II-36-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
37
|
II-37-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
38
|
II-38-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-37-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
39
|
II-39-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
40
|
II-40-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
41
|
II-41-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
42
|
II-42-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
43
|
II-43-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
44
|
II-44-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
45
|
II-45-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
46
|
II-46-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-45-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
47
|
II-47-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-46-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
48
|
II-48-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-47-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
49
|
II-49-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-48-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
50
|
II-50-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-49-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
51
|
II-51-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-50-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
52
|
II-52-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-51-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
53
|
II-53-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-52-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
54
|
II-54-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-53-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
55
|
II-55-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-54-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
56
|
II-56-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-55-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
57
|
II-57-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-56-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
58
|
II-58-A
through II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-57-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
59
|
II-59-A
and II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-58-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
60
|
II-60-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC I Pass-Through Rate
|
||
|
II-1-A
through II-59-A
|
Uncertificated
REMIC I Pass-Through Rate
|
|||
|
thereafter
|
II-1-A
through II-60-A
|
Uncertificated
REMIC I Pass-Through Rate
|
With
respect to REMIC II Regular Interest IO and any Distribution Date, a per annum
rate equal to the excess of (x) the weighted average of the Uncertificated
REMIC
I Pass-Through Rates for REMIC I Regular Interests ending with the designation
“A” for such Distribution Date, over (y) 2 multiplied by Swap LIBOR.
With
respect to REMIC II Regular Interest P, 0.00%.
Unpaid
Realized Loss Amount:
With
respect to any Class A Certificates and as to any Distribution Date, is the
excess of Applied Realized Loss Amounts with respect to such Class over the
sum
of all distributions in reduction of the Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to the Class A Certificates
in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 92% to the Class A Certificates and Class M Certificates,
(ii)
3% to the Class CE Certificates until paid in full, and (iii) 1% to each of
the
Class R-1, Class R-2, Class R-3, Class RX and Class P Certificates, with the
allocation among the Certificates (other than the Class CE, Class P and Residual
Certificates) to be in proportion to the Certificate Principal Balance of each
Class relative to the Certificate Principal Balance of all other such Classes.
Voting Rights will be allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, N.A., and any successor thereto.
Xxxxx
Fargo Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, Xxxxx Fargo and the Trustee evidencing the assignment
of
the Xxxxx Fargo Servicing Agreement to the Trust, attached hereto as Exhibit
X.
Xxxxx
Fargo Loans:
Those
Mortgage Loans subject to this Agreement which were purchased by the Sponsor
from Xxxxx Fargo pursuant to the Xxxxx Fargo Servicing Agreement.
Xxxxx
Fargo Servicing Agreement:
The
Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated
as of November 1, 2005, by and between the Sponsor and Xxxxx Fargo, as amended,
attached hereto as Exhibit S, as modified by the Xxxxx Fargo Assignment
Agreement.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of Current Interest for the Class A, Class
M
and Class CE Certificates for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Company or 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 CE Interest based
on,
and to the extent of, one month’s interest at the then applicable respective
Pass-Through Rate on the Uncertificated Notional Amount thereof and, thereafter,
among the Class A Certificates and Class M Certificates, in each case on a
pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Regular Interests for any Distribution Date:
(a) For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Company or the Master Servicer pursuant to Section 6.02) and
any
Relief Act Interest Shortfalls incurred in respect of Loan Group I shall be
allocated first, to REMIC I Group I Regular Interests ending with the
designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group I Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
II Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of Loan Group II shall be allocated first, to REMIC I Group
II Regular Interests ending with the designation “B”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
I
Group II Regular Interests ending with the designation “A”, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
(b) The
REMIC
II Marker Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Company or
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 II Regular
Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal
to
the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among REMIC II Regular Interest AA, each REMIC II Regular Interest
for which a Class A Certificate or Class M Certificate is the Corresponding
Certificate and REMIC II Regular Interest ZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
(c) The
REMIC
II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Master
Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated to Uncertificated Accrued Interest payable to REMIC II Regular
Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest
2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX,
pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC II Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, each Seller sold, transferred,
assigned, set over and otherwise conveyed to the Depositor, without recourse,
all the right, title and interest of such Seller in and to the assets sold
by it
in the Trust Fund.
The
Sponsor 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 “Citibank, N.A., as Trustee for Certificateholders of
Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series
2006-HE4,” or (B) in the case of a loan registered on the MERS system, in blank,
and in each case showing an unbroken chain of endorsements from the original
payee thereof to the Person endorsing it to the Trustee, (ii) the original
Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence
of
the MIN and language indicating that such Mortgage Loan is a MOM Loan, which
shall have been recorded (or 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 “Citibank, N.A., as Trustee for Certificateholders
of Bear Xxxxxxx Asset Backed Securities I LLC, Asset Backed-Certificates, Series
2006-HE4,” which shall have been recorded (or if clause (x) in the proviso below
applies, shall be in recordable form), (iv) an original or a copy of all
intervening assignments of the Mortgage, if any, with evidence of recording
thereon, (v) 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 related 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 such Seller or the
title
company issuing the commitment for title insurance, on the face of such copy,
substantially as follows: “Certified to be a true and correct copy of the
original, which has been transmitted for recording”; 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 the Custodian a certification
of
a Servicing Officer to such effect and in such case shall deposit all amounts
paid in respect of such Mortgage Loans, in the 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 Depositor shall deliver such
documents to the Trustee or the Custodian promptly after they are
received.
The
Sponsor (on its own behalf as a Seller and on behalf of Master Funding) shall
cause, at its expense, the Mortgage and intervening assignments, if any, and
to
the extent required in accordance with the foregoing, the assignment of the
Mortgage to the Trustee to be submitted for recording promptly after the Closing
Date; provided that, the Sponsor need not cause to be recorded (a) any
assignment in any jurisdiction under the laws of which, as evidenced by an
Opinion of Counsel addressed to the Trustee delivered by the Sponsor (on its
own
behalf as a Seller and on behalf of Master Funding) to the Trustee and the
Rating Agencies, the recordation of such assignment is not necessary to protect
the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified
on the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the related Seller and its successors
and assigns. In the event that any Seller, the Depositor, the Master Servicer
or
the Securities Administrator gives written notice to the Trustee that a court
has recharacterized the sale of the Mortgage Loans as a financing, the Sponsor
(on its own behalf as a Seller and on behalf of Master Funding) shall submit
or
cause to be submitted for recording as specified above each such previously
unrecorded assignment to be submitted for recording as specified above at the
expense of the Trust. In the event a Mortgage File is released to the Company
or
the 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 Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) further agrees that it will cause, at the Sponsor’s own expense, within
30 days after the Closing Date, the MERS® System to indicate that such Mortgage
Loans have been assigned by the Sponsor (on its own behalf as a Seller and
on
behalf of Master Funding) to the Depositor and by the Depositor to the Trustee
in accordance with this Agreement for the benefit of the Certificateholders
by
including (or deleting, in the case of Mortgage Loans which are repurchased
in
accordance with this Agreement) in such computer files (a) the code in the
field
which identifies the specific Trustee and (b) the code in the field “Pool Field”
which identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) further agrees that it will not, and will not permit the Company
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 this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement or the Mortgage
Loan
Purchase Agreement.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
on its behalf will deliver an Initial Certification, in the form of Exhibit
One
to the Custodial Agreement, 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 Sponsor (on
its own behalf and on behalf of Master Funding) and the Master Servicer and,
if
reviewed by the Custodian or the Trustee, an Interim Certifications,
substantially in the form of Exhibit Two to the Custodial Agreement. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether all required documents have been executed and received and
whether those documents relate, determined on the basis of the Mortgagor name,
original principal balance and loan number, to the Mortgage Loans identified
in
Exhibit B to this Agreement, as supplemented (provided, however, that with
respect to those documents described in subclauses (iv) and (vi) of Section
2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and
the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
The
Sponsor (on its own behalf as a Seller and on behalf of Master
Funding)
shall
correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Sponsor (on its own behalf as a Seller
and
on behalf of Master Funding) may substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03 or shall deliver
to the Trustee and the Securities Administrator an Opinion of Counsel addressed
to the Trustee and the Securities Administrator 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 Sponsor (on its own behalf as a Seller and on behalf
of
Master Funding) fails to correct or cure the defect or deliver such opinion
within such period, the Sponsor (on its own behalf as a Seller and on behalf
of
Master Funding) will, subject to Section 2.03, within 90 days from the
notification of the Trustee purchase such Mortgage Loan at the Purchase Price;
provided, however, that if such defect relates solely to the inability of the
Sponsor (on its own behalf as a Seller and on behalf of Master Funding) to
deliver the Mortgage, assignment thereof to the Trustee, or intervening
assignments thereof with evidence of recording thereon because such documents
have been submitted for recording and have not been returned by the applicable
jurisdiction, the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) shall not be required to purchase such Mortgage Loan if the Sponsor
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.
(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 Sponsor
(on its own behalf as a Seller and on behalf of Master Funding) and the Master
Servicer and, if reviewed by the Custodian or the Trustee, a Final
Certification, substantially in the form of Exhibit Three to the Custodial
Agreement. In conducting such review, the Trustee or the Custodian on its behalf
will ascertain whether each document required to be recorded has been returned
from the recording office with evidence of recording thereon and the Trustee
or
the Custodian on its behalf has received either an original or a copy thereof,
as required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Sponsor (on its own behalf as a Seller and on behalf
of Master Funding). The Sponsor (on its own behalf as a Seller and on behalf
of
Master Funding) shall correct or cure any such defect or, if prior to the end
of
the second anniversary of the Closing Date, the Sponsor (on its own behalf
as a
Seller and on behalf of Master Funding) may substitute for the related Mortgage
Loan a Replacement Mortgage Loan, which substitution shall be accomplished
in
the manner and subject to the conditions set forth in Section 2.03 or shall
deliver to the Trustee and the Securities Administrator an Opinion of Counsel
addressed to the Trustee and the Securities Administrator 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 Sponsor (on its own behalf as a Seller
and on behalf of Master Funding) is unable within such period to correct or
cure
such defect, or to substitute the related Mortgage Loan with a Replacement
Mortgage Loan or to deliver such opinion, the Sponsor (on its own behalf as
a
Seller and on behalf of Master Funding) shall, subject to Section 2.03, within
90 days from the notification of the Trustee, purchase such Mortgage Loan at
the
Purchase Price; provided, however, that if such defect relates solely to the
inability of the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) to deliver the Mortgage, assignment thereof to the Trustee or
intervening assignments thereof with evidence of recording thereon, because
such
documents have not been returned by the applicable jurisdiction, the Sponsor
(on
its own behalf as a Seller and on behalf of Master Funding) shall not be
required to purchase such Mortgage Loan, if the Sponsor delivers such documents
promptly upon receipt, but in no event later than 360 days after the Closing
Date. Notwithstanding anything to the contrary, the Trustee shall have no
responsibility with respect to the custody or review of Mortgage Files held
by
the Custodian pursuant to the Custodial Agreement. The Trustee shall have no
liability for the failure of the Custodian to perform its obligations under
the
Custodial Agreement.
(c) In
the
event that a Mortgage Loan is purchased by the Sponsor (on its own behalf as
a
Seller and on behalf of Master Funding) in accordance with subsections 2.02(a)
or (b) above or Section 2.03, the Sponsor (on its own behalf as a Seller and
on
behalf of Master Funding) shall remit the applicable Purchase Price to the
Master Servicer for deposit in the Master Servicer Collection Account and shall
provide written notice to the Securities Administrator and the Trustee detailing
the components of the Purchase Price, signed by a Servicing Officer. Upon
deposit of the Purchase Price in the Master Servicer Collection Account and
upon
receipt of a Request for Release with respect to such Mortgage Loan, the Trustee
or the Custodian will release to the Sponsor (on its own behalf as a Seller
and
on behalf of Master Funding) the related Mortgage File and the Trustee shall
execute and deliver all instruments of transfer or assignment, without recourse,
representation or warranty furnished to it by the related Seller, as are
necessary to vest in the title to and rights under the Mortgage Loan. Such
purchase shall be deemed to have occurred on the date on which the deposit
into
the Master Servicer Collection Account was made. The Securities Administrator
shall promptly notify the Rating Agencies of such repurchase. The obligation
of
the Sponsor to cure, repurchase or substitute for any Mortgage Loan as to which
a defect in a constituent document exists shall be the sole remedies respecting
such defect available to the Certificateholders or to the Trustee on their
behalf.
(d) The
Sponsor (on its own behalf as a Seller and on behalf of Master Funding) shall
deliver to the Trustee or the Custodian on its behalf, and Trustee agrees to
accept the Mortgage Note and other documents constituting the Mortgage File
with
respect to any Replacement Mortgage Loan, which the Trustee or the Custodian
will review as provided in subsections 2.02(a) and 2.02(b), provided, that
the
Closing Date referred to therein shall instead be the date of delivery of the
Mortgage File with respect to each Replacement Mortgage Loan.
Section
2.03 Representations,
Warranties and Covenants of the Company and the Sponsor.
(a) The
Company hereby represents and warrants to the Master Servicer, the Depositor,
the Securities Administrator and the Trustee as follows, as of the Closing
Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property related to an EMC Mortgage Loan is located or
is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to enforce each EMC Mortgage Loan,
to
service the EMC Mortgage Loans in accordance with the terms of the Mortgage
Loan
Purchase Agreement and this Agreement and to perform any of its other
obligations under this Agreement in accordance with the terms hereof or
thereof.
(ii) It
has
the full corporate power and authority to service each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto or thereto, as applicable,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement, the servicing of the Mortgage Loans
by
it under this Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or compliance with the
terms hereof and thereof are in its ordinary course of business and will not
(A)
result in a breach of any term or provision of its charter or by-laws or (B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument to which
it is a party or by which it may be bound, or (C) constitute a violation of
any
statute, order or regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it; and
it
is not in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair its ability
to perform or meet any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx or Freddie
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect (a) the execution, delivery or
enforceability of this Agreement, (b) or its ability to service the EMC Mortgage
Loans, (c) or to perform any of its other obligations under this Agreement
in
accordance with the terms hereof, (d) its business operations, financial
conditions, or properties or assets owned by it, or (e) its ability to carry
on
its business as now conducted.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated hereby
or thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) The
servicing practices used by the Company in respect of each Mortgage Loan have
been, and will continue to be, compliant in all material respects with
applicable laws and regulations.
(viii) In
connection with the EMC Mortgage Loans in Loan Group II, notwithstanding any
state or federal law to the contrary, EMC shall not impose such prepayment
premium in any instance when the Mortgage Loan is accelerated or paid off in
connection with the workout of a delinquent mortgage or due to the borrower’s
default.
(ix) With
respect to the EMC Mortgage Loans in Loan Group II, EMC has and will fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (i.e., favorable and unfavorable)
on its borrower credit files to Equifax, Experian, and Trans Union Credit
Information Company (three of the credit repositories), on a monthly
basis.
(b) LaSalle
Bank National Association, in its capacity as Master Servicer and Securities
Administrator hereby represents and warrants to the Sponsor, the Depositor
and
the Trustee as follows, as of the Closing Date:
(i) It
is a
national banking association duly formed, validly existing and in good standing
under the laws of the United States of America and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by the Master Servicer and the Securities Administrator and, is in
compliance with the doing business laws of any state, to the extent necessary
to
ensure its ability 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 execute, deliver and perform, and
to
enter into and consummate the transactions contemplated by this Agreement and
has duly authorized by all necessary corporate action on its part the execution,
delivery and performance of this Agreement; and this Agreement, assuming the
due
authorization, execution and delivery hereof by the other parties hereto,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by it, the consummation of any other
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a material breach of any term or provision of its charter
or
by-laws or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which it is a party or by which it
may
be bound, or (C) constitute a material violation of any statute, order or
regulation applicable to it of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or instrument,
or in violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it
which breach or violation may materially impair its ability to perform or meet
any of its obligations under this Agreement.
(iv) 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 perform any of its other
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 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.
(c) EMC
(in
its capacity as a Sponsor) hereby represents and warrants to the Master
Servicer, the Depositor, the Securities Administrator and the Trustee as
follows, as of the Closing Date:
(i) EMC
is
duly organized as a Delaware corporation and is validly existing and in good
standing under the laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by EMC in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to enforce each Mortgage Loan, to
sell the Mortgage Loans in accordance with the terms of the Mortgage Loan
Purchase Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(ii) EMC
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 EMC the execution, delivery and performance
of
this Agreement, assuming the due authorization, execution and delivery hereof
by
the other parties hereto or thereto, as applicable, constitutes a legal, valid
and binding obligation of EMC, enforceable against EMC 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 EMC, the sale of the Mortgage Loans
by EMC 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 EMC and will not (A) result in a material breach of any term or
provision of the charter or by-laws of EMC 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 EMC is a party or by which
it may be bound, or (C) constitute a violation of any statute, order or
regulation applicable to EMC of any court, regulatory body, administrative
agency or governmental body having jurisdiction over EMC; and EMC 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 EMC’s ability to perform
or meet any of its obligations under this Agreement.
(iv) EMC
is an
approved sponsor of conventional mortgage loans for Xxxxxx Xxx and Freddie
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 EMC’s knowledge, threatened, against
EMC that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of EMC 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 EMC of, or
compliance by EMC with, this Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval, authorization or order
is
required, EMC has obtained the same.
(vii) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), EMC hereby
remakes and restates each of the representations and warranties set forth in
Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
Trustee to the same extent as if fully set forth herein.
(d) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach
shall
give prompt written notice thereof to the other parties. Any breach of a
representation or warranty contained in clauses (c), (q) and (z) through (kk)
of
Section 7 of the Mortgage Loan Purchase Agreement in respect of a Group II
Loan,
shall be deemed to materially adversely affect the interests of the related
Certificateholders. The Sponsor hereby covenants, with respect to the
representations and warranties set forth in the Mortgage Loan Purchase Agreement
with respect to the Mortgage Loans, that within 90 days of the discovery of
a
breach of any representation or warranty set forth therein that materially
and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
it shall cure such breach in all material respects and, if such breach is not
so
cured, (i) if such 90 day period expires prior to the second anniversary of
the
Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the
Trust Fund and substitute in its place a Replacement Mortgage Loan, in the
manner and subject to the conditions set forth in this Section; or (ii)
repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at
the
Purchase Price in the manner set forth below; provided that any such
substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
not be effected prior to the delivery to the Trustee and the Securities
Administrator 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 Trustee
shall
give prompt written notice to the parties hereto of the Sponsor’s failure to
cure such breach as set forth in the preceding sentence. The Sponsor shall
promptly reimburse the Master Servicer and the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. To enable the Master Servicer to amend
the Mortgage Loan Schedule, the Sponsor shall, unless it cures such breach
in a
timely fashion pursuant to this Section 2.03, promptly notify the Master
Servicer whether it intends either to repurchase, or to substitute for, the
Mortgage Loan affected by such breach. With respect to the representations
and
warranties with respect to the Mortgage Loans that are made to the best of
the
Sponsor’s knowledge, if it is discovered by any of the Depositor, the Master
Servicer, the Securities Administrator, the Sponsor, the Trustee or the
Custodian that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Mortgage Loan, notwithstanding the Sponsor’s lack of knowledge with respect to
the substance of such representation or warranty, the Sponsor shall nevertheless
be required to cure, substitute for or repurchase the affected Mortgage Loan
in
accordance with the foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Sponsor (pursuant to
the
Mortgage Loan Purchase Agreement) shall deliver to the Trustee or the Custodian
on its behalf for the benefit of the Certificateholders such documents and
agreements as are required by Section 2.01. No substitution will be made in
any
calendar month after the Determination Date for such month. Notwithstanding
the
foregoing, such substitution must be done within two years of the Closing Date.
Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
Period related to the Distribution Date on which such proceeds are to be
distributed shall not be part of the Trust Fund and will be retained by the
Sponsor. For the month of substitution, distributions to Certificateholders
will
include the Scheduled Payment due on any Deleted Mortgage Loan for the related
Due Period and thereafter the Sponsor shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Master Servicer shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders
to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Replacement Mortgage Loan or Loans and the Master Servicer shall deliver the
amended Mortgage Loan Schedule to the Trustee, the Securities Administrator
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 Sponsor
shall be deemed to have made with respect to such Replacement Mortgage Loan
or
Loans, as of the date of substitution, the representations and warranties set
forth in Section 7 or Section 8 of the Mortgage Loan Purchase Agreement with
respect to such Mortgage Loan. Upon any such substitution and the deposit into
the Master Servicer Collection Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph and receipt by the Custodian of a Request for Release for such
Mortgage Loan, the Custodian shall release to the Sponsor the Mortgage File
relating to such Deleted Mortgage Loan and held for the benefit of the
Certificateholders and the Trustee shall execute and deliver at the Sponsor’s
direction such instruments of transfer or assignment as have been prepared
by
the Sponsor in each case without recourse, representation or warranty as shall
be necessary to vest in the Sponsor or its respective designee, title to the
Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03.
For
any
month in which the Sponsor 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 Master Servicer Collection Account, by the Sponsor 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 Sponsor shall have repurchased a Mortgage Loan, the Purchase
Price therefor shall be deposited into the Master Servicer Collection Account
maintained by the Master Servicer, on the Determination Date for the
Distribution Date in the month following the month during which the Sponsor
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 Custodian shall
release the related Mortgage File held for the benefit of the Certificateholders
to the Sponsor and the Trustee shall execute and deliver at such Person’s
direction the related instruments of transfer or assignment prepared by the
Sponsor, in each case without recourse, as shall be necessary to transfer title
from the Trustee for the benefit of the Certificateholders and transfer the
Trustee’s interest to the Sponsor (on its own as a Seller and on behalf of
Master Funding) to any Mortgage Loan purchased pursuant to this Section 2.03.
It
is understood and agreed that the obligation under this Agreement of the Sponsor
to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the
Sponsor respecting such breach available to the Certificateholders, the
Depositor or the Trustee.
(e) The
representations and warranties set forth in this Section 2.03 hereof shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer, Securities
Administrator and the Trustee as follows, as of the date hereof and as of the
Closing Date:
(i) The
Depositor is duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Delaware and has full
power and authority necessary to own or hold its properties and to conduct
its
business as now conducted by it and to enter into and perform its obligations
under this Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary corporate action on its part, the
execution, delivery and performance of this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof and thereof are in the ordinary course of
business of the Depositor and will not (A) result in a material breach of any
term or provision of the certificate of formation or limited liability company
agreement of the Depositor or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which the Depositor is a party or by which
it may be bound or (C) constitute a violation of any statute, order or
regulation applicable to the Depositor of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Depositor; and the Depositor is not in breach or violation of any material
indenture or other material agreement or instrument, or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it which breach or
violation may materially impair the Depositor’s ability to perform or meet any
of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms hereof
or thereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with this Agreement or the consummation
of
the transactions contemplated hereby or thereby, or if any such consent,
approval, authorization or order is required, the Depositor has obtained the
same.
(vi) The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and that it
has
been subject to such filing requirements for the past 90
days.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Sellers, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
the
Custodian for the benefit of the Certificateholders. Upon discovery by the
Depositor or the Trustee of a breach of such representations and warranties,
the
party discovering such breach shall give prompt written notice to the others
and
to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
unless the Sponsor delivers to the Trustee and the Securities Administrator
an
Opinion of Counsel, addressed to the Trustee and the Securities Administrator,
to the effect that such repurchase or substitution would not (i) result in
the
imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI or contributions after the Closing Date,
as
defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii)
cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to
fail
to qualify as a REMIC at any time that any Certificates are outstanding. Any
Mortgage Loan as to which repurchase or substitution was delayed pursuant to
this paragraph shall be repurchased or the substitution therefor shall occur
(subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
the
occurrence of a default or reasonably foreseeable default with respect to such
Mortgage Loan and (b) receipt by the Trustee and the Securities Administrator
of
an Opinion of Counsel addressed to the Trustee and the Securities Administrator
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 Sponsor 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 and the Securities Administrator. In
connection therewith, the Sponsor at it’s option shall either (i) substitute, if
the conditions in Section 2.03 with respect to substitutions are satisfied,
a
Replacement Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase
the
affected Mortgage Loan within 90 days of such discovery in the same manner
as it
would a Mortgage Loan for a breach of representation or warranty in accordance
with Section 2.03. The Trustee shall reconvey to the Sponsor the Mortgage Loan
to be released pursuant hereto (and the Custodian shall deliver the related
Mortgage File) in the same manner, and on the same terms and conditions, as
it
would a Mortgage Loan repurchased for breach of a representation or warranty
in
accordance with Section 2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, and the Securities
Administrator has executed, countersigned and delivered, to or upon the order
of
the Depositor, the Certificates in authorized denominations evidencing the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform the duties set forth in this
Agreement in accordance with its terms.
(b) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests (which are
uncertificated) and the other assets of REMIC II and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC II Regular Interests and the Class R-2 Certificates.
(c) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the REMIC III Regular Interests and the Class R-3 Certificates.
The
Trustee acknowledges receipt of the REMIC II Regular Interests (which are
uncertificated) and the other assets of REMIC III and declares that it holds
and
will hold the same in trust for the exclusive use and benefit of the holders
of
the REMIC III Regular Interests and the Class R-3 Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE Interest for the benefit of the Holders of the REMIC IV Certificates. The
Trustee acknowledges receipt of the Class CE Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC IV Certificates.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest for the benefit of the Holders of the REMIC V Certificates. The
Trustee acknowledges receipt of the Class P Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the Holders of the REMIC V Certificates.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest for the benefit of the holders of the REMIC VI Interests. The
Trustee acknowledges receipt of the Class IO Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC VI Interests.
Section
2.07 Purposes
and Powers of the Trust.
The
purpose of the common law trust (the “Trust”), as created hereunder, is to
engage in the following activities:
(a) acquire
and hold, as set forth in this Agreement, the Mortgage Loans and the other
assets of the Trust Fund and the proceeds therefrom for the benefit of the
Certificateholders;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage Loans and
any other assets of the Trust Fund;
(c) to
make
distributions on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
Trust
is hereby authorized to engage in the foregoing activities. The Trust shall
not
engage in any activity other than in connection with the foregoing or other
than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF EMC MORTGAGE LOANS BY THE COMPANY
Section
3.01 The
Company.
The
Company shall service and administer the EMC Mortgage Loans in accordance with
this Agreement and 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 Company 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 and consistent with the terms
of
this Agreement and customary servicing practices in connection with such
servicing and administration, including but not limited to, the power and
authority, subject to the terms hereof (i) to execute and deliver, on behalf
of
the Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any related Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided herein), (iii) to collect any Insurance Proceeds and
other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
3.11, to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any EMC Mortgage Loan; provided that the Company
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund or the Certificateholders or this Agreement in any EMC Mortgage
Loan or the rights and interests of the Depositor, the Master Servicer or the
Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Company, 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 Company 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 EMC Mortgage
Loans, and with respect to the related Mortgaged Properties held for the benefit
of the Certificateholders. The Company 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 Company to
service and administer the EMC Mortgage Loans. Upon receipt of such documents,
the Depositor and/or the Trustee shall execute such documents and deliver them
to the Company.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Company 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 EMC Mortgage Loans, which advances shall be reimbursable in
the
first instance from related collections from the Mortgagors pursuant to Section
5.03, and further as provided in Section 5.02. All costs incurred by the
Company, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties relating to the EMC 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 related EMC 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 Company 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 Company is not required
to
exercise such rights with respect to an EMC 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 Company 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 Company 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 Company
enters such agreement) by the applicable Required Insurance Policies. The
Company, 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 Company shall not be deemed to be in default under this Section
3.02(a) by reason of any transfer or assumption that the Company reasonably
believes it is restricted by law from preventing.
(b) Subject
to the Company’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 EMC Mortgage Loan, the Company 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 EMC Mortgage Loan) may be
changed. In addition, the substitute Mortgagor and the Mortgaged Property must
be acceptable to the Company in accordance with its servicing standards as
then
in effect. The Company 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 Company for entering into an assumption or substitution of liability
agreement will be retained by the Company as additional servicing
compensation.
Section
3.03 Subservicers.
The
Company 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 Company of a subservicer shall not release the
Company from any of its obligations hereunder and the Company shall remain
responsible hereunder for all acts and omissions of each subservicer as fully
as
if such acts and omissions were those of the Company. The Company 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 Company hereunder.
At
the
cost and expense of the Company, without any right of reimbursement from its
Protected Account, the Company 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 Company, at the
Company’s option, from electing to service the related Mortgage Loans itself. In
the event that the Company’s responsibilities and duties under this Agreement
are terminated pursuant to Section 9.01, the Company shall at its own cost
and
expense terminate the rights and responsibilities of each subservicer effective
as of the date of termination of the Company. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and
responsibilities of each subservicer from the Company’s own funds without
reimbursement from the Trust Fund.
Notwithstanding
the foregoing, the Company 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 EMC Mortgage
Loans. The Company shall be entitled to enter into an agreement with a
subservicer for indemnification of the Company 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
EMC Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Company alone, and neither the Master Servicer nor the
Trustee shall have any obligations, duties or liabilities with respect to such
subservicer including any obligation, duty or liability of either the Master
Servicer or the Trustee to pay such subservicer’s fees and expenses. For
purposes of remittances to the Securities Administrator pursuant to this
Agreement, the Company shall be deemed to have received a payment on an EMC
Mortgage Loan when a subservicer has received such payment.
Section
3.04 Documents,
Records and Funds in Possession of the Company To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Company shall transmit to the
Trustee or the Custodian on behalf of the Trustee as required by this Agreement
all documents and instruments in respect of an EMC Mortgage Loan coming into
the
possession of the Company from time to time and shall account fully to the
Master Servicer for any funds received by the Company or that otherwise are
collected by the Company as Liquidation Proceeds, Insurance Proceeds or
Subsequent Recoveries in respect of any such Mortgage Loan. All Mortgage Files
and funds collected or held by, or under the control of, the Company in respect
of any EMC Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Subsequent Recoveries, including but
not limited to, any funds on deposit in the Protected Account maintained by
the
Company, shall be held by the Company 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 Company also agrees that it shall
not create, incur or subject any Mortgage File or any funds that are deposited
in the Protected Account maintained by the Company 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, an EMC Mortgage Loan, except,
however, that the Company shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Company
under this Agreement. All funds collected or held by, or under the control
of,
the Company, in respect of any Mortgage Loans, whether from the collection
of
principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, shall be held by the Company for on behalf of the Trustee; provided,
however, that the Company shall be entitled to setoff against, and deduct from,
any such funds any amounts that are properly due and payable to the Company
under this Agreement.
Section
3.05 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loans which as of the first day of a Fiscal Quarter
is
delinquent in payment by 90 days or more or is an REO Property, EMC shall have
the right to purchase any Mortgage Loan from the Trust which becomes 90 days
or
more delinquent or becomes an REO Property 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 Scheduled Payment is not made within thirty (30) days of such Due
Date. Such purchase shall be made at a price equal to the Purchase Price.
If
at any
time EMC remits to the Master Servicer a payment for deposit in the Master
Servicer Collection Account covering the amount of the Purchase Price for such
a
Mortgage Loan, and EMC provides to the Master Servicer and Trustee an Officer’s
Certificate stating that the amount of such payment has been deposited in the
Master Servicer Collection 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
3.06 Release
of Mortgage Files.
(a) (i)
Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
the Company or the Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to
Certificateholders on the next Distribution Date, the Company or a Servicer
(pursuant to the related Servicing Agreement), as applicable, will (or if the
Company or the Servicer does not, the Master Servicer may), promptly furnish
to
the Custodian, on behalf of the Trustee, two copies of a certification
substantially in the form of Exhibit G hereto signed by a Servicing Officer
or
Master Servicing Officer or in a mutually agreeable electronic format which
will, in lieu of a signature on its face, originate from a Servicing Officer
or
Master Servicing Officer (which certification shall include a statement to
the
effect that all amounts received in connection with such payment that are
required to be deposited in the Protected Account maintained by the Company
pursuant to Article V or by the related Servicer pursuant to the related
Servicing Agreement have been or will be so deposited) and shall request that
the Custodian, on behalf of the Trustee, deliver to the Company or the Servicer
or the Master Servicer the related Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Company or the Servicer or
the
Master Servicer and the Trustee and Custodian shall have no further
responsibility with regard to such Mortgage File. Upon any such payment in
full,
the Company or the Servicer is authorized, to give, as agent for the Trustee
as
the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument
of satisfaction (or assignment of mortgage without recourse, representation
or
warranty) regarding the Mortgaged Property subject to the Mortgage, which
instrument of satisfaction or assignment, as the case may be, shall be delivered
to the Person or Persons entitled thereto against receipt therefor of such
payment, it being understood and agreed that no expenses incurred in connection
with such instrument of satisfaction or assignment, as the case may be, shall
be
chargeable to the Protected Account.
From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan
and in accordance with this Agreement and the related Servicing Agreement,
as
applicable, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by the Company, the Servicer or the Master Servicer
(in
form reasonably acceptable to the Trustee) and as are necessary to the
prosecution of any such proceedings. The Custodian, on behalf of the Trustee,
shall, pursuant to the related Custodial Agreement, upon the request of the
Company, the Servicer or the Master Servicer, and delivery to the Custodian,
on
behalf of the Trustee, of two copies of a request for release signed by a
Servicing Officer or Master Servicing Officer, as applicable, substantially
in
the form of Exhibit G (or in a mutually agreeable electronic format which will,
in lieu of a signature on its face, originate from a Servicing Officer or Master
Servicing Officer, as applicable), release the related Mortgage File held in
its
possession or control to the Company, the Servicer or the Master Servicer,
as
applicable. Such trust receipt shall obligate the Company, the Servicer or
the
Master Servicer to return the Mortgage File to the Custodian on behalf of the
Trustee, when the need therefor by such Person no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer or Master Servicing Officer, as applicable similar to
that hereinabove specified, the Mortgage File shall be released by the
Custodian, on behalf of the Trustee, to the Company, the Servicer or the Master
Servicer.
Section
3.07 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained, for each EMC 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 Company shall also cause flood insurance to be maintained
on property acquired upon foreclosure or deed in lieu of foreclosure of any
EMC
Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any
amounts collected by the Company 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 Company’s normal servicing procedures) shall be deposited in the Protected
Account maintained by the Company. Any cost incurred by the Company in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Securities
Administrator for their benefit, be added to the principal balance of the
Mortgage Loan, notwithstanding that the terms of the EMC Mortgage Loan so
permit. Such costs shall be recoverable by the Company 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 EMC Mortgage Loan in a federally designated special
flood hazard area and such area is participating in the national flood insurance
program, the Company shall cause flood insurance to be maintained with respect
to such EMC Mortgage Loan. Such flood insurance shall be in an amount equal
to
the least of (i) the Stated Principal Balance of the related EMC 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 Company shall obtain and maintain a blanket policy insuring
against hazard losses on all of the EMC Mortgage Loans, it shall conclusively
be
deemed to have satisfied its obligations as set forth in the first sentence
of
this Section 3.07, 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 Company 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 3.07, and there shall have been a loss that
would
have been covered by such policy, deposit in the Protected Account maintained
by
the Company the amount not otherwise payable under the blanket policy because
of
such deductible clause. Such deposit shall be from the Company’s own funds
without reimbursement therefor. In connection with its activities as
administrator and servicer of the EMC Mortgage Loans, the Company agrees to
present, on behalf of itself and the Trustee for the benefit of the
Certificateholders claims under any such blanket policy.
Section
3.08 Presentment
of Claims and Collection of Proceeds.
The
Company shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Required Insurance Policies relating
to
the EMC 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 Required Insurance Policies. Any
proceeds disbursed to the Company in respect of such Required Insurance Policies
shall be promptly deposited in the Protected Account maintained by the Company
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 EMC Mortgage Loan to the insurer
under any applicable Insurance Policy need not be so deposited (or
remitted).
Section
3.09 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Company
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
Company would have been covered thereunder. The Company 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 Company shall not cancel or refuse to
renew any such Primary Mortgage Insurance Policy that is in effect at the date
of the initial issuance of the Mortgage Note and is required to be kept in
force
hereunder.
(b) The
Company agrees to present on behalf of the Trustee, the Certificateholders
claims to the insurer under any Primary Mortgage Insurance Policies and, in
this
regard, to take such reasonable action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 5.01, any amounts collected by the Company under
any
Primary Mortgage Insurance Policies shall be deposited in the Protected Account,
subject to withdrawal pursuant to Section 5.02 hereof.
Section
3.10 Fidelity
Bond, Errors and Omissions Insurance.
The
Company 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 EMC Mortgage Loans and who handle funds, money, documents
and
papers relating to the EMC 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 Company 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 Company against
losses in connection with the failure to maintain any insurance policies
required pursuant to this Agreement and the release or satisfaction of an EMC
Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.10 requiring the fidelity bond and errors and
omissions insurance shall diminish or relieve the Company 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 Company shall deliver to the
Master Servicer 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 Master Servicer and the Trustee.
The Company shall notify the Master Servicer, the Securities Administrator
and
the Trustee in writing within five business days of receipt of notice that
such
fidelity bond or insurance policy will be, or has been, materially modified
or
terminated. The Trustee for the benefit of the Certificateholders must be named
as loss payees on the fidelity bond and as additional insured on the errors
and
omissions policy.
Section
3.11 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Company shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the EMC 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 Company 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 Company 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
EMC 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 maintained by the Company pursuant to
Section 5.02). If the Company reasonably believes that Liquidation Proceeds
with
respect to any such EMC Mortgage Loan would not be increased as a result of
such
foreclosure or other action, such EMC Mortgage Loan will be charged-off and
will
become a Liquidated Loan. The Company will give notice of any such charge-off
to
the Trustee and the Master Servicer. The Company 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 Company
has
knowledge that a Mortgaged Property that the Company 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
Company, the Company will, prior to acquiring the related Mortgaged Property,
consider such risks and only take action in accordance with its established
environmental review procedures. If the Company is aware of any environmental
or
hazardous waste risk on a Mortgage Property relating to a Mortgage Loan, unless
required by applicable state or federal law.
With
respect to any REO Property relating to an EMC Mortgage Loan, 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
Company 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 Company shall either itself or through an agent selected
by the Company 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 Company deems
to
be in the best interest of the Company and the Certificateholders for the period
prior to the sale of such REO Property. The Company shall prepare for and
deliver to the Trustee, the Master Servicer and the Securities Administrator
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 Securities Administrator to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Protected Account maintained
by
the Company no later than the close of business on each Determination Date.
The
Company shall perform the tax reporting and withholding related to foreclosures,
abandonments and cancellation of indebtedness income as specified by Sections
1445, 6050J and 6050P of the Code by preparing and filing such tax and
information returns, as may be required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or reasonably foreseeable default on
an
EMC Mortgage Loan, the Company 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 and the Securities Administrator shall have been supplied
with an Opinion of Counsel addressed to the Trustee and the Securities
Administrator (such opinion not to be an expense of the Trustee or the
Securities Administrator) to the effect that the holding by the Trust Fund
of
such Mortgaged Property subsequent to such three-year period will not result
in
the imposition of taxes on “prohibited transactions” of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI as defined in Section 860F of the Code or
cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to
fail
to qualify as a REMIC at any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such Mortgaged Property (subject
to any conditions contained in such Opinion of Counsel). Notwithstanding any
other provision of this Agreement, no Mortgaged Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise used
for
the production of income by or on behalf of the Trust Fund in such a manner
or
pursuant to any terms that would (i) cause such Mortgaged Property to fail
to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code or (ii) subject any of REMIC I, REMIC II, XXXXX XXX, REMIC IV, REMIC
V
or REMIC VI to the imposition of any federal, state or local income taxes on
the
income earned from such Mortgaged Property under Section 860G(c) of the Code
or
otherwise, unless the Company has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
The
decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall
be
subject to a determination by the Company
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 Company 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
EMC 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 maintained
by
the Company. 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 EMC Mortgage Loan, such excess
shall
be considered to be a partial Principal Prepayment for all purposes
hereof.
The
Liquidation Proceeds from any liquidation of a related EMC Mortgage Loan, net
of
any payment to the Company as provided above, shall be deposited in the related
Protected Account maintained by the Company upon
receipt and made available on
the
next succeeding Determination Date following receipt thereof for distribution
on
the related Distribution Date, except that any Excess Liquidation Proceeds
shall
be retained by the Company as additional servicing compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of related Liquidation Proceeds or any income from a related
REO Property, will be applied in the following order of priority: first, to
reimburse the Company and the Master Servicer for any related unreimbursed
Servicing Advances and Servicing Fees, pursuant to Section 5.02 or this Section
3.11; second, to reimburse the Company and the Master Servicer for any
unreimbursed Advances, pursuant to Section 5.02 or this Section 3.11; third,
to
accrued and unpaid interest (to the extent no Advance has been made for such
amount) on the EMC 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 EMC Mortgage
Loan.
(b) On
each
Determination Date, the Company shall determine the respective aggregate amounts
of Excess Liquidation Proceeds and Realized Losses, if any, for the related
Prepayment Period.
(c) The
Company has no intent to foreclose on any EMC Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Company from initiating foreclosure proceedings on any
date
hereafter if the facts and circumstances of such EMC Mortgage Loans including
delinquency characteristics in the Company’s discretion so warrant such
action.
Section
3.12 Servicing
Compensation.
As
compensation for its activities hereunder, the Company shall be entitled to
retain or withdraw from the Protected Account out of each payment of interest
on
an EMC 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, other ancillary income, late payment charges, all Prepayment
Interest Excess on any EMC 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 maintained by the Company shall be retained by the Company
to
the extent not required to be deposited in the Protected Account maintained
by
the Company pursuant to Section 5.02. The Company 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
3.07 and maintenance of the other forms of insurance coverage required by
Section 3.09) and shall not be entitled to reimbursement therefor except as
specifically provided in Section 5.02.
Section
3.13 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related EMC 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
Company shall sell any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement. Pursuant to its efforts to
sell such REO Property, the Company shall protect and conserve such REO Property
in the manner and to the extent required herein, in accordance with the REMIC
Provisions.
(b) The
Company shall deposit all funds collected and received in connection with the
operation of any REO Property in respect of any EMC Mortgage Loan into the
Protected Account maintained by the Company.
(c) The
Company and the Master Servicer, upon the final disposition of any REO Property
in respect of any EMC Mortgage Loan, shall be entitled to reimbursement for
any
related unreimbursed Advances, unreimbursed Servicing Advances, Servicing Fees
and Master Servicing Fees from Liquidation Proceeds received in connection
with
the final disposition of such REO Property; provided, that any such unreimbursed
Advances, Servicing Fees or Master Servicing Fees as well as any unpaid
Servicing Fees and Master 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
3.14 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or the
acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure,
the Company shall submit a liquidation report to the Master Servicer containing
such information as shall be mutually acceptable to the Company and the Master
Servicer with respect to such Mortgaged Property.
Section
3.15 Annual
Statement as to Compliance.
The
Company, the Master Servicer and the Securities Administrator shall each deliver
to the Securities Administrator and the Depositor, 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 and/or other applicable servicing agreement
has
been made under such officer’s supervision and (ii) to the best of such
officer’s knowledge, based on such review, each such party has fulfilled all of
its obligations under this Agreement and/or other applicable servicing 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 cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. In the event that the Company, the Securities
Administrator or the Master Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans to a subservicer or
subcontractor, such subservicer or subcontractor shall deliver a similar Annual
Statement of Compliance, to the Securities Administrator and the Depositor
as
described above as and when required with respect to the Company, the Master
Servicer and the Securities Administrator.
Failure
of the Master Servicer to comply with this Section 3.15 (including
with respect to the time frames required in this Section)
shall be
deemed an Event of Default with respect to such party, and the Trustee at the
direction of the Depositor, shall, in addition to whatever rights the Trustee
may have under this Agreement and at law or in equity or to damages, including
injunctive relief and specific performance, upon notice immediately terminate
all 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. Failure of the Company 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
be deemed a Company Default and the Master Servicer at the direction of the
Depositor shall, in addition to whatever rights the Master Servicer may have
under this Agreement and at law or in equity or to damages, including injunctive
relief and specific performance, upon notice immediately terminate all of the
rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. Failure of the Securities Administrator to comply with this Section 3.15
(including with respect to the time frames required in this Section) shall
be
deemed a default and the Trustee at the direction of the Depositor shall, in
addition to whatever rights the Trustee may have under this Agreement and at
law
or in equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all of the rights and obligations
of the Securities Administrator under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Securities Administrator
for the same. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
Section
3.16 Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Company, the Master Servicer, the Securities Administrator and the Custodian
(each, an “Attesting Party”) shall each deliver to the Securities Administrator
and the Depositor on or before March 15th
of
each
calendar year beginning in 2007, a report signed by an authorized officer of
such party regarding such Attesting Party’s assessment of compliance (an
“Assessment of Compliance”) with the Servicing Criteria during the preceding
calendar year. The Assessment of Compliance, as set forth in Regulation AB,
must
contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the related Attesting Party;
(b) A
statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit P hereto, and which will also be attached to the Assessment
of Compliance, to assess compliance with the Servicing Criteria applicable
to
the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
such Attesting Party, which statement shall be based on the activities such
Attesting Party performs with respect to asset-backed securities transactions
taken as a whole involving such Attesting Party, that are backed by the same
asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit P 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 Securities Administrator and the Depositor 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.
Each
of
the Company, the Securities Administrator and 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 Securities Administrator and the Depositor an Assessment of
Compliance and Attestation Report as and when provided above along with an
indication of what Servicing Criteria are addressed in such
assessment.
Such
Assessment of Compliance, as to any subservicer, shall at a minimum address
each
of the Servicing Criteria specified on Exhibit P hereto which are indicated
as
applicable to any “primary servicer.” The Securities Administrator shall confirm
that the assessments, taken as a whole, address all of the Servicing Criteria
and taken individually address the Servicing Criteria for each party as set
forth on Exhibit P and notify the Depositor of any exceptions. Notwithstanding
the foregoing, as to any subcontractor (as defined in the related servicing
agreement), an Assessment of Compliance is not required to be delivered unless
it is required as part of a Form 10-K with respect to the Trust
Fund.
Failure
of the Master Servicer or the Company, as applicable, to comply with this
Section 3.16 (including with respect to the timeframes required in this Section)
shall be deemed an Event of Default with respect to the Master Servicer and
a
Company Default with respect to the Company, and the Master Servicer or the
Trustee at the direction of the Depositor shall, in addition to whatever rights
the Master Servicer or the Trustee, as applicable, may have under this Agreement
and at law or in equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations
of
the applicable party under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof without compensating the applicable party for the same.
This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
The
Securities Administrator shall also provide 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 P hereto which are indicated
as applicable to the “securities administrator.” In addition, each Custodian
shall deliver to the Securities Administrator 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 P hereto
which are indicated as applicable to a “securities administrator: and
“custodian”, as the case may be. Notwithstanding the foregoing, as to the
Securities Administrator and any Custodian, an Assessment of Compliance is
not
required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.
Section
3.17 Books
and Records.
The
Company shall be responsible for maintaining, and shall maintain, a complete
set
of books and records for the EMC Mortgage Loans which shall be appropriately
identified in the Company’s computer system to clearly reflect the ownership of
the EMC Mortgage Loans by the Trust. In particular, the Company shall maintain
in its possession, available for inspection by the Master Servicer, the
Securities Administrator and the Trustee and shall deliver to the Master
Servicer, the Securities Administrator and the Trustee upon demand, evidence
of
compliance with all federal, state and local laws, rules and regulations. The
Trustee, the Securities Administrator and the Master Servicer, and any
governmental or regulatory agency with jurisdiction over the Trustee, the
Securities Administrator or the Master Servicer, as applicable, shall have
the
right, upon reasonable advance notice to the Company, to inspect and examine
the
books and records of the Company. To the extent that original documents are
not
required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Company 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 Company
complies with the requirements of Accepted Servicing Practices During the term
of this Agreement, the Company shall, upon reasonable advance notice, make
available a Servicing Officer to the Master Servicer for answering questions
and
responding to inquiries.
The
Company shall maintain with respect to each EMC Mortgage Loan and shall make
available for inspection by the Master Servicer and the Trustee the related
servicing file during the time such EMC 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
3.18 Reports
Filed with Securities and Exchange Commission.
(a) (i)
Within
15
days after each Distribution Date, the Securities Administrator shall, in
accordance with industry standards, prepare and file with the Commission via
the
Electronic Data Gathering and Retrieval System (“XXXXX”), a Form 10-D, signed by
the Master Servicer, with a copy of the Monthly Statement to be furnished by
the
Securities Administrator to the Certificateholders for such Distribution Date;
provided that the Securities Administrator shall have received no later than
seven (7) calendar days after the related Distribution Date, all information
required to be provided to the Securities Administrator as described in clause
(a)(ii) below. Any disclosure in addition to the Monthly Statement that is
required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall
be,
pursuant to the paragraph immediately below, reported by the parties set forth
on Exhibit Q and by the Trustee to the Securities Administrator and the
Depositor and approved by the Depositor, and the Securities Administrator 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 Q) and
approval.
(ii) (A)
Within seven (7) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit Q and the Trustee shall be required to provide,
pursuant to section 3.18(a)(v) below, to the Securities Administrator 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
Securities Administrator 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.
Subject
to the foregoing, the Securities Administrator has no duty under this Agreement
to monitor or enforce the performance by the other parties listed on Exhibit
Q
or by the Trustee of their duties under this paragraph or to proactively solicit
or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable out-of-pocket expenses
incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this Section.
(B) After
preparing the Form 10-D, the Securities Administrator shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Master
Servicer for review. No later than two (2) Business Days prior to the 15th
calendar day after the related Distribution Date, a duly authorized officer
of
the Master Servicer shall sign the Form 10-D and return an electronic or fax
copy of such signed Form 10-D (with an original executed hard copy to follow
by
overnight mail) to the Securities
Administrator.
If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
to be
amended, the Securities Administrator will follow the procedures set forth
in
Section 3.18(a)(vi). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Securities Administrator will make available
on
its internet website identified in Section 6.06 a final executed copy of each
Form 10-D. 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 Securities Administrator in writing,
no later than the fifth calendar day after the related Distribution Date with
respect to the filing of a report on Form 10-D, if the answer to the questions
should be "no." The Securities Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such Form
10-D. The
parties to this Agreement acknowledge that the performance by the Securities
Administrator of its duties under Sections 3.18(a)(i) and (vi) related to the
timely preparation and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. It is understood by the parties hereto that the performance
by each of the Master Servicer and the Securities Administrator of its duties
under this Section 3.18(a)(ii) related to the timely preparation, execution
and
filing of Form 10-D is also contingent upon the Servicers, the Custodian and
any
subservicers or subcontractors strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Securities Administrator of any necessary Additional
Form
10-D Disclosure pursuant to the related Servicing Agreement, Custodial Agreement
or any other applicable agreement. The Securities Administrator shall have
no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare and/or timely file such Form 10-D, where such
failure results from the Securities Administrator’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-D, not resulting from
its
own negligence, bad faith or willful misconduct.
(iii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Securities
Administrator 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 Q and by the Trustee to
the
Securities Administrator and the Depositor and approved by the Depositor, and
the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 8-K Disclosure absent
such
reporting (other than with respect to when it is the reporting party as set
forth in Exhibit Q) and approval.
(B) For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than 5 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the parties set forth in Exhibit Q and
the
Trustee shall be required pursuant to Section 3.18(a)(v) below to provide to
the
Securities Administrator 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 Securities Administrator and the Depositor and such party,
the form and substance of any Form 8-K Disclosure Information, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K. Subject
to the foregoing, the Securities Administrator has no duty under this Agreement
to monitor or enforce the performance by the other parties listed on Exhibit
Q
or by the Trustee of their duties under this paragraph or to proactively solicit
or procure from such parties any Form 8-K Disclosure Information. The Depositor
will be responsible for any reasonable out-of-pocket expenses incurred by the
Securities Administrator 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 Securities Administrator shall forward
electronically a draft copy of the Form 8-K to the Depositor and the Master
Servicer for review. No later than the end of business New York City time on
the
3rd Business Day after the Reportable Event, a duly authorized officer of the
Master Servicer shall sign the Form 8-K and return an electronic or fax copy
of
such signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Securities Administrator. If a Form 8-K cannot be filed on time
or
if a previously filed Form 8-K needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.18(a)(vi). Promptly (but
no
later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will, make available on its internet website identified
in Section 6.06 a final executed copy of each Form 8-K. 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 the Securities Administrator
of its duties under this Section 3.18(a)(iii) related to the timely preparation
and filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
3.18(a)(iii). It is understood by the parties hereto that the performance by
each of the Master Servicer and the Securities Administrator of its duties
under
this Section 3.18(a)(iii) related to the timely preparation, execution and
filing of Form 8-K is also contingent upon the Servicers, the Custodian and
any
subservicers or subcontractors strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Securities Administrator of any necessary Form 8-K
Disclosure Information pursuant to the related Servicing Agreement, Custodial
Agreement or any other applicable agreement. The Securities Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare and/or timely file such Form 8-K,
where such failure results from the Securities Administrator’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 8-K, not
resulting from its own negligence, bad faith or willful misconduct.
(iv) (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 Securities Administrator 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 Securities Administrator
within the applicable timeframes set forth in this Agreement, (I) an Annual
Statement of Compliance for the Master Servicer, the Securities Administrator,
the Company and any subservicer or subcontractor (to the extent Regulation
AB
requires the Annual Statement of Compliance of any such subservicer and
subcontractor to be attached to Form 10-K), as described under Section 3.15,
(II)(A) the annual reports on assessment of compliance with Servicing Criteria
for the Master Servicer, the Company, each subservicer and subcontractor
participating in the servicing function, the Securities Administrator and the
Custodian, as described under Section 3.16, and (B) if the Master Servicer’s,
the Company’s, each subservicer’s and subcontractor’s the Securities
Administrator’s or the Custodian’s report on assessment of compliance with
servicing criteria described under Section 3.16 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or
if
the Master Servicer’s, the Company’s, the subservicer’s, the subcontractor’s,
the Securities Administrator’s or the Custodian’s report on assessment of
compliance with Servicing Criteria described under Section 3.16 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 subservicer,
the
subcontractor, the Company, the Securities Administrator and the Custodian,
as
described under Section 3.16, and (B) if any registered public accounting firm
attestation report described under Section 3.16 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or
if
any such registered public accounting firm attestation report is not included
as
an exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, and (IV) a Xxxxxxxx-Xxxxx
Certification (“Xxxxxxxx-Xxxxx Certification”) as described in this Section 3.18
(a)(iv)(D) below. Any disclosure or information in addition to (I) through
(IV)
above that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit Q and by the Trustee to the Securities
Administrator and the Depositor and approved by the Depositor, and the
Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting (other than with respect to when it is the reporting party as
set
forth in Exhibit Q) 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
Q and the Trustee shall be required to provide pursuant to Section 3.18(a)(v)
below to the Securities Administrator and the Depositor, to the extent known,
in
XXXXX-compatible format, or in such other form as otherwise agreed upon by
the
Securities Administrator 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. Subject
to the foregoing, the Securities Administrator has no duty under this Agreement
to monitor or enforce the performance by the other parties listed on Exhibit
Q
and the Trustee of their duties under this paragraph or to proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable out-of-pocket expenses
incurred by the Securities Administrator 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 Securities Administrator shall forward
electronically a draft copy of the Form 10-K to the Depositor and the Master
Servicer for review. Form 10-K requires the registrant to indicate (by checking
"yes" or "no") that it (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2)
has been subject to such filing requirements for the past 90 days. The
Depositor shall notify the Securities Administrator in writing, no later than
the fifth calendar day after the related Distribution Date with respect to
the
filing of a report on Form 10-K, if the answer to the questions should be "no."
The Securities Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such Form 10-K. No
later
than 12:00 p.m. New York City time on the 4th Business Day prior to the 10-K
Filing Deadline, a senior officer of the Master Servicer in charge of the 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 Securities Administrator. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Securities
Administrator will follow the procedures set forth in Section 3.18(a)(vi).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Securities Administrator will make available on its internet
website identified in Section 6.06 a final executed copy of each Form 10-K.
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 the
Securities Administrator of its duties under Sections 3.18(a)(iv) related to
the
timely preparation and filing of Form 10-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections and Section 3.15 and Section 3.16. It is understood by
the
parties hereto that the performance by the Master Servicer and the Securities
Administrator of its duties under this Section 3.18(a)(iv) related to the timely
preparation, execution and filing of Form 10-K is also contingent upon the
Servicers, the Custodian and any subservicer or subcontractor strictly observing
deadlines no later than those set forth in this paragraph that are applicable
to
the parties to this Agreement in the delivery to the Securities Administrator
of
any necessary Additional Form 10-K Disclosure, any annual statement of
compliance and any assessment of compliance and attestation pursuant to the
related Servicing Agreement, the Custodial Agreement or any other applicable
agreement. The Securities Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-K, where such failure results from
the
Securities Administrator’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. The Securities
Administrator and the Company shall, and each such party shall cause any
subservicer or subcontractor engaged by it to, provide to the Person who signs
the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act and otherwise within a reasonable period of time upon request, a
certification (a “Back-Up Certification”), in the form attached hereto as
Exhibit K upon which the Certifying Person, the entity for which the Certifying
Person acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can
reasonably rely; provided, however, that the Securities Administrator and the
Company shall not be required to undertake an analysis of any accountant’s
report attached as an exhibit to the Form 10-K. The senior officer of the Master
Servicer 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 the event the Securities
Administrator is terminated or resigns pursuant to the terms of this Agreement,
the Securities Administrator shall provide a Back-Up Certification to the
Certifying Person pursuant to this Section 3.18(a)(iv) with respect to the
period of time it was subject to this Agreement. Notwithstanding the foregoing,
(i) the Master Servicer and the Securities Administrator shall not be required
to deliver a Back-Up Certification to each other if both are the same Person
and
the Master Servicer is the Certifying Person and (ii) the Master Servicer shall
not be obligated to sign the Xxxxxxxx-Xxxxx Certification in the event that
it
does not receive any Back-Up Certification required to be furnished to it
pursuant to this section or any Servicing Agreement or Custodial
Agreement.
(v) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
R, the Securities Administrator’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 Q as the responsible party for providing
that information, if other than the Securities Administrator, as and when
required as described in Section 3.18(a)(i) through (iv) above. Each of the
Master Servicer, Custodian, Sponsor, Company and Depositor hereby agree to
notify and provide to the extent known to the Securities Administrator and
the
Depositor all Additional Disclosure relating to the Trust Fund, with respect
to
which such party is indicated in Exhibit Q as the responsible party for
providing that information. Within
five Business Days of each Distribution Date of each year that the Trust is
subject to the Exchange Act reporting requirements, the Depositor shall make
available to the Securities Administrator the related Significance Estimate
and
the Securities Administrator shall use such information to calculate the related
Significance Percentage. If the Significance Percentage meets either of the
threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB,
the
Securities Administrator shall deliver written notification to the Depositor
and
the Swap Provider to that effect. The
Securities Administrator shall request and the Depositor shall obtain from
the
Swap Provider any information required under Regulation AB to the extent
required under the Swap Agreement. The Depositor will be obligated pursuant
to
the Swap Agreement to provide to the Securities Administrator any information
that may be required to be included in any Form 10-D, Form 8-K or Form 10-K
or
written notification instructing the Securities Administrator that such
Additional Disclosure regarding the Swap Provider is not necessary for such
Distribution Date.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Securities Administrator
and the Depositor of any bankruptcy or receivership with respect to the Trustee
or of any proceedings of the type described under Item 1117 of Regulation AB
that have occurred as of the end of the related Due Period, together with a
description thereof, no later than the date on which such information is
required to be reported to the Secutities Administrator and the Depositor by
the
other parties hereto as set forth under this Section 3.18. In addition, the
Trustee shall notify the Securities Administrator and the Depositor of (i)
any
affiliations or relationships that develop after the Closing Date between the
Trustee and the Depositor, the Sponsor, the Securities Administrator, the Master
Servicer or the Custodian of the type described under Item 1119 of Regulation
AB, and (ii) the occurrence of an Event of Default (with respect to the Master
Servicer) actually known to a Responsible Officer of the Trustee, together,
in
each case, with a description thereof, no later than the date on which such
information is required to be reported to the Securities Administrator and
the
Depositor by the other parties hereto as set forth under this Section 3.18.
Should
the identification of any of the Depositor, the Sponsor, the Securities
Administrator, the Master Servicer or the Custodian change, the Depositor shall
promptly notify the Trustee. Any notice required to be given by the Trustee
to
the Securities Administrator and the Depositor pursuant to this paragraph shall
be accompanied by an Additional Disclosure Notification form attached hereto
as
Exhibit R and shall be submitted in a format easily convertible to
XXXXX.
(vi) (A)
On or
prior to January 30 of the first year in which the Securities Administrator
is
able to do so under applicable law, the Securities Administrator shall prepare
and file a Form 15 relating to the automatic suspension of reporting in respect
of the Trust under the Exchange Act.
(B) In
the
event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth
in
this Agreement or for any other reason, the Securities Administrator will
promptly notify the Depositor and the Master Servicer. In the case of Form
10-D
and 10-K, the parties hereto will cooperate to prepare and file a Form 12b-25
and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
of
all required Form 8-K Disclosure Information and upon the approval and direction
of the Depositor, include such disclosure information on the next Form 10-D.
In
the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
the Securities Administrator will notify the Depositor and the Master Servicer
and the parties hereto will cooperate to prepare any necessary 8-K/A, 10-D/A
or
10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or
Form
10-K shall be signed by the appropriate officer of the Master Servicer. The
parties hereto acknowledge that the performance by the Securities Administrator
of its duties under this Section 3.18(a)(vi) related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D
or
Form 10-K is contingent upon such parties performing their duties under this
Section. The Securities Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file any such Form 15, Form 12b-25 or any amendments
to
Forms 8-K, Form 10-D or Form 10-K, where such failure results from the
Securities Administrator’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 15, Form 12b-25 or any amendments to Form 8-K,
Form
10-D or Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
The
parties hereto agree to promptly furnish to the Securities Administrator, from
time to time upon request, such further information, reports and financial
statements within its control or possession related to this Agreement and the
Mortgage Loans as the Securities Administrator reasonably deems appropriate
to
prepare and file all necessary reports with the Commission. The Securities
Administrator shall have no responsibility to file any items other than those
specified in this Section 3.18; provided, however, the Securities Administrator
shall cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the
Exchange Act. Copies of all reports filed by the Securities Administrator under
the Exchange Act shall be sent to: the Depositor c/o Bear, Xxxxxxx & Co.
Inc., Attn: Managing Director Analysis and Control, One Metrotech Center North,
Brooklyn, New York 11202-3859. Fees and expenses incurred by the Securities
Administrator in connection with this Section 3.18 shall not be reimbursable
from the Trust Fund. The Depositor shall be responsible for any reasonable
fees
and expenses assessed or incurred by the Securities Administrator to the extent
set forth in this Section 3.18.
(b) The
Securities Administrator shall indemnify and hold harmless, the Company, the
Depositor and the Master Servicer and each of its officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon a breach of the Securities
Administrator’s obligations under Sections 3.15, 3.16 and 3.18 or the Securities
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Securities Administrator shall indemnify and hold
harmless the Depositor and the Master Servicer (if the Master Servicer is
unaffiliated with the Securities Administrator) and each of their officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, the Annual Statement of Compliance, the Assessment of
Compliance, any Additional Disclosure or other information provided by the
Securities Administrator pursuant to Section 3.15, 3.16 and 3.18 (the
“Securities Administrator Information”), or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, by way of clarification, that clause
(ii) of this paragraph shall be construed solely by reference to the Securities
Administrator Information and not to any other information communicated in
connection with the Certificates, without regard to whether the Securities
Administrator Information or any portion thereof is presented together with
or
separately from such other information.
The
Depositor shall indemnify and hold harmless the Company, the Securities
Administrator 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 3.15, 3.16 and 3.18 or the Depositor’s negligence, bad
faith or willful misconduct in connection therewith.
The
Master Servicer shall indemnify and hold harmless the Company, the Securities
Administrator 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 3.15, 3.16 and 3.18 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, any Attestation Report, any Additional Disclosure
or other information provided by the Master Servicer pursuant to Section 3.15,
3.16 and 3.18 (the “Master Servicer Information”), or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
in
which they were made, not misleading; provided, by way of clarification, that
clause (ii) of this paragraph shall be construed solely by reference to the
Master Servicer Information and not to any other information communicated in
connection with the Certificates, without regard to whether the Master Servicer
Information or any portion thereof is presented together with or separately
from
such other information.
The
Company shall indemnify and hold harmless the Depositor, the Securities
Administrator 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
Company under Sections 3.15, 3.16 and 3.18 or the Company’s negligence, bad
faith or willful misconduct in connection therewith. In addition, the Company
shall indemnify and hold harmless the Depositor, the Securities Administrator
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 (i) any untrue statement or alleged untrue
statement of any material fact contained in any Back-Up Certification, the
Annual Statement of Compliance, the Assessment of Compliance, any Attestation
Report, any Additional Disclosure or other information provided by or on behalf
of the Company or on behalf of any subservicer or subcontractor of the Company
pursuant to Section 3.15, 3.16 and 3.18 (the “Company Information”), or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that clause (ii) of this paragraph shall be construed solely
by
reference to the Company Information and not to any other information
communicated in connection with the Certificates, without regard to whether
the
Company 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 Securities Administrator or the Master Servicer,
as
applicable, then the defaulting party, in connection with any conduct for which
it is providing indemnification for under this Section 3.18(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 3.18(b) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Nothing
shall be construed from the foregoing subsections (a) and (b) to require the
Securities Administrator or any officer, director or Affiliate thereof to sign
any Form 10-K or any certification contained therein. Furthermore, the inability
of the Securities Administrator to file a Form 10-K as a result of the lack
of
required information as set forth in Section 3.18(a) or required signatures
on
such Form 10-K or any certification contained therein shall not be regarded
as a
breach by the Securities Administrator or any obligation under this
Agreement.
(d) Notwithstanding
the provisions of Section 11.01, this Section 3.18 may be amended without the
consent of the Certificateholders.
(e) Any
report, notice or notification to be delivered by the Company, the Master
Servicer or the Securities Administrator to the Depositor pursuant to this
Section 3.18, may be delivered via facsimile to Reg AB Compliance Manager,
via
email to XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification,
telephonically by calling Reg AB Compliance Manager at
000-000-0000.
Section
3.19 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.15, 3.16
and
3.18 of this Agreement is to facilitate compliance by the Seller and the
Depositor with the provisions of Regulation AB. Therefore, each of the parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent with
any such amendments, interpretive advice or guidance, convention or consensus
among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the
parties shall comply with reasonable requests made by the Seller or the
Depositor for delivery of additional or different information as the Seller
or
the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall be
required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
Section
3.20 UCC.
The
Sponsor shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
3.21 Reserve
Fund; Payments to and from Swap Administrator; Supplemental Interest
Trust.
(a) As
of the
Closing Date, the Securities Administrator shall establish and maintain in
the
name of the Supplemental Interest Trust, a separate trust for the benefit of
the
Holders of the Class A Certificates and Class M Certificates and the Swap
Provider. The Supplemental Interest Trust shall hold the Swap Agreement, the
Swap Administration Agreement and Swap Account. The Swap Account shall be an
Eligible Account, and funds on deposit therein shall be held separate and apart
from, and shall not be commingled with, any other moneys, including, without
limitation, other moneys of the Securities Administrator held pursuant to this
Agreement. In performing its duties hereunder and under the Swap Agreement
and
Swap Administration Agreement, the Supplemental Interest Trust Trustee shall
be
entitled to the same rights, protections and indemnities as provided to the
Securities Administrator hereunder.
(b) On
or
before the Closing Date, the Securities Administrator shall establish a Reserve
Fund on behalf of the Holders of the Certificates. On the Closing Date, the
Depositor shall cause an amount equal to the Reserve Fund Deposit to be
deposited into the Reserve Fund. The Reserve Fund must be an Eligible Account.
The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National
Association as Securities Administrator on behalf of Citibank, N.A. as Trustee
for the benefit of holders of Bear Xxxxxxx Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-HE4”. The Securities Administrator shall
deposit in the Reserve Fund all payments received from the Swap Administrator
that are payable to the Trust Fund pursuant to the Swap Administration
Agreement. On each Distribution Date the Securities Administrator shall remit
such amounts received from the Swap Administrator to the Holders of the Class
A
Certificates and Class M Certificates in the manner provided in clause (d)
below. In addition, on each Distribution Date as to which there is a Basis
Risk
Shortfall Carry Forward Amount payable to any Class of Class A Certificates
and/or Class M Certificates, the Securities Administrator shall deposit the
amounts distributable pursuant to clauses (C) and (D) of Section 6.04(a)(4)
into
the Reserve Fund, and the Securities Administrator has been directed by the
Class CE Certificateholder to distribute amounts in respect of the Basis Risk
Shortfall Carry Forward Amount to the Holders of the Class A and/or Class M
Certificates in the priorities set forth in clauses (C) and (D) of Section
6.04(a)(4). Any amount paid to the Holders of Class A Certificates and/or Class
M Certificates pursuant to the preceding sentence in respect of the Basis Risk
Shortfall Carry Forward Amount from amounts distributable pursuant to clauses
(C) and (D) of Section 6.04(a)(4) shall be treated as distributed to the Class
CE Certificateholder in respect of the Class CE Certificates and paid by the
Class CE Certificateholder to the Holders of the Class A Certificates and/or
Class M Certificates. Any payments to the Holders of the Class A Certificates
and/or Class M Certificates in respect of Basis Risk Shortfall Carry Forward
Amount, whether pursuant to the second preceding sentence or pursuant to
subsection (d) below, shall not be payments with respect to a Regular Interest
in a REMIC within the meaning of Code Section 860(G)(a)(1).
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Swap Provider Trigger Event and to the extent not paid by
the
Swap Administrator on behalf of the Supplemental Interest Trust Trustee from
any
upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
payable by the Swap Administrator, on behalf of the Supplemental Interest Trust
Trustee, to the Swap Provider pursuant to the Swap Agreement shall be deducted
from Interest Funds, and to the extent of any such remaining amounts due, from
Principal Funds, prior to any distributions to the Certificateholders. On or
before each Distribution Date, such amounts shall be remitted to the Swap
Administrator, and deposited into the Swap Account, first to make any Net Swap
Payment owed to the Swap Provider pursuant to the Swap Agreement for such
Distribution Date and for prior Distribution Dates, if any, and second to make
any Swap Termination Payment (not due to a Swap Provider Trigger Event and
to
the extent not paid by the Swap Administrator on behalf of the Supplemental
Interest Trust Trustee from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) owed to the Swap Provider pursuant to
the
Swap Agreement for such Distribution Date and for prior Distribution Dates,
if
any. In addition, the Securities Administrator shall remit to the Swap
Administrator for payment to the Swap Provider any Swap Termination Payment
(which shall include any Net Swap Payment payable to the Swap Provider) payable
under Section 11.01. For federal income tax purposes, such amounts paid to
the
Supplemental Interest Trust on each Distribution Date shall first be deemed
paid
to the Supplemental Interest Trust in respect of REMIC VI Regular Interest
IO to
the extent of the amount distributable on such REMIC VI Regular Interest IO
on
such Distribution Date, and any remaining amount shall be deemed paid to the
Supplemental Interest Trust in respect of a Class IO Distribution Amount. Any
Swap Termination Payment triggered by a Swap Provider Trigger Event owed to
the
Swap Provider pursuant to the Swap Agreement will be subordinated to
distributions to the Holders of the Class A Certificates and Class M
Certificates and shall be paid as set forth under Section
6.04(a)(3).
(d) On
or
before each Distribution Date, Net Swap Payments payable by the Swap Provider
pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
Supplemental Interest Trust Trustee, will be deposited by the Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Securities
Administrator for deposit into the Reserve Fund. On each Distribution Date,
to
the extent required, the Securities Administrator shall withdraw such amounts
from the Reserve Fund to distribute to the Certificates in the following order
of priority:
(i) first,
to each
Class of Class A Certificates, on a pro
rata
basis,
to pay Current Interest and any Interest Carry Forward Amount to the extent
due
to the interest portion of a Realized Loss, in each case to the extent not
fully
paid pursuant to Section 6.04(a)(1);
(ii) second,
sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order,
to pay Current Interest to the extent not fully paid pursuant to Section
6.04(a)(1) and any Interest Carry Forward Amount to the extent due to the
interest portion of a Realized Loss;
(iii) third,
to pay
first, to each Class of Class A Certificates, on a pro
rata
basis,
based on the amount of Basis Risk Shortfall Carry Forward Amount for each such
Class, and second, sequentially to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
Certificates, in that order, any Basis Risk Shortfall Carry Forward Amounts
for
such Distribution Date; and
(iv) fourth,
to pay
as principal to the Class A Certificates and Class M Certificates to be applied
as part of the Extra Principal Distribution Amount payable under Section
6.04(a)(2) to the extent that the Overcollateralization Amount is reduced below
the Overcollateralization Target Amount, as a result of Realized Losses and
to
the extent not paid by Excess Spread pursuant to Section 6.04(a)(4) for such
Distribution Date. For the avoidance of doubt, any amounts distributable
pursuant to this clause (iv) shall be limited to rebuilding
overcollateralization to the extent overcollateralization has been reduced
through Realized Losses.
(e) The
Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Securities Administrator on behalf of the Trust
shall
be the nominal owner of the Reserve Fund. The Class CE Certificateholder shall
be the beneficial owner of the Reserve Fund, subject to the power of the
Securities Administrator to transfer amounts under Section 6.04. Amounts in
the
Reserve Fund shall, at the direction of the Class CE Certificateholder, be
invested in Permitted Investments that mature no later than the Business Day
prior to the next succeeding Distribution Date. All net income and gain from
such investments shall be distributed to the Class CE 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 CE Certificateholder. Any losses on such investments shall
be deposited in the Reserve Fund by the Class CE Certificateholder out of its
own funds immediately as realized. The Swap Account, which is created and
maintained by the Swap Administrator pursuant to the Swap Administration
Agreement, is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall not be an asset of any REMIC created
hereunder. The beneficial owner of the Swap Account is identified, and other
matters relating to the Swap Account are addressed, in the Swap Administration
Agreement.
(f) The
Securities Administrator on behalf of the Trustee shall treat the Holders of
Certificates (other than the Class P, Class CE and Class R Certificates) as
having entered into a notional principal contract with respect to the Holders
of
the Class CE Certificates. Pursuant to each such notional principal contract,
all Holders of Certificates (other than the Class P, Class CE and Class R
Certificates) shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class CE Certificates an aggregate amount equal
to
the excess, if any, of (i) the amount payable on such Distribution Date on
the
REMIC III Regular Interest corresponding to such Class of Certificates over
(ii)
the amount payable on such Class of Certificates on such Distribution Date
(such
excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount
payable from interest collections shall be allocated pro
rata
among
such Certificates based on the excess of, with respect to each such Certificate,
(i) the amount of interest otherwise payable to the REMIC III Regular Interest
relating to such Certificate over (ii) the amount of interest payable to such
Certificate at a per annum rate equal to the Net Rate Cap, and a Class IO
Distribution Amount payable from principal collections shall be allocated to
the
most subordinate Class of Certificates with an outstanding principal balance
to
the extent of such balance. In addition, pursuant to such notional principal
contract, the Holder of the Class CE Certificates shall be treated as having
agreed to pay Basis Risk Shortfall Carry Forward Amounts to the Holders of
the
Certificates (other than the Class CE, Class P and Class R Certificates) in
accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1). However, any payment from the Certificates
(other than the Class CE, Class P and Class R Certificates) of a Class IO
Distribution Amount shall be treated for tax purposes as having been received
by
the Holders of such Certificates in respect of their interests in REMIC III
and
as having been paid by such Holders to the Swap Administrator pursuant to the
notional principal contract. Thus, each Certificate (other than the Class P
and
Class R Certificates) shall be treated as representing not only ownership of
Regular Interests in REMIC III, but also ownership of an interest in, and
obligations with respect to, a notional principal contract.
Section
3.22 Tax
Treatment of Class IO Distribution Amounts in the Event of Resecuritization
of
Class A Certificates or Class M Certificates.
In
the
event that any Class A Certificate or Class M Certificate is resecuritized
in a
REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
payments on the REMIC III Regular Interest corresponding to such Class A
Certificate or Class M Certificate shall, for the avoidance of doubt, be deemed
to include the related Class IO Distribution Amount, and (ii) to the extent
provided in the operative documents for the Resecuritization REMIC, (a) payments
on the “regular interests” issued by the Resecuritization REMIC shall be deemed
to include in the aggregate such Class IO Distribution Amount, and (b) such
Class IO Distribution Amount shall be deemed paid to the holder of the Class
CE
Certificates pursuant to a notional principal contract entered into by the
holders of one or more “regular interests” issued by the Resecuritization REMIC
(“Resecuritization Holders”) and the Holder of the Class CE Certificates. In
such event, Class IO Distribution Amounts deemed paid by Resecuritization
Holders under clause (b) of the immediately preceding sentence shall be paid
on
behalf of such Holders pursuant to Section 3.21(c) hereof.
ARTICLE
IV
MASTER
SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
Section
4.01 Master
Servicer.
The
Master Servicer shall, beginning on the Closing Date, supervise, monitor and
oversee the obligation of the Company and the related Servicer to service and
administer their respective Mortgage Loans in accordance with the terms of
this
Agreement and the related Servicing Agreement, respectively and shall have
full
power and authority to do any and all things which it may deem necessary or
desirable in connection with such master servicing. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent
with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with the Company and the related Servicer as necessary
from
time-to-time to carry out the Master Servicer’s obligations hereunder, shall
receive and review certain reports, information and other data provided to
the
Master Servicer by the Company and the related Servicer and shall enforce the
obligations, conditions, covenants, representations and warranties of the
Company and related Servicer to the extent set forth in this Agreement and
the
related Servicing Agreement, respectively. The Master Servicer shall monitor
the
Company and the related Servicer’s servicing activities with respect to each
related Mortgage Loan, reconcile the results of such monitoring with such
information described in the previous sentence and received by the Master
Servicer on a monthly basis and coordinate corrective adjustments to the
Company’s, the Servicer’s and Master Servicer’s records, and based on such
reconciled and corrected information, the Master Servicer shall provide such
information to the Securities Administrator as shall be necessary in order
for
it to prepare any other information and statements required hereunder. The
Master Servicer shall reconcile the results of its Mortgage Loan monitoring
with
the actual remittances of the Company and each Servicer pursuant to this
Agreement and the related Servicing Agreement, respectively. The Master Servicer
shall be entitled to conclusively rely on the Mortgage Loan data provided by
the
Company and the Servicer and shall have no liability for any errors in such
Mortgage Loan data.
The
Master Servicer, the Trustee and the Securities Administrator shall provide
access to the records and documentation in possession of the Master Servicer,
the Trustee or the Securities Administrator regarding the related Mortgage
Loans
and REO Property to the Certificateholders, the FDIC, and the supervisory agents
and examiners of the FDIC, such access being afforded only upon reasonable
prior
written request and during normal business hours at the office of the Master
Servicer, the Trustee or the Securities Administrator; provided, however, that,
unless otherwise required by law, neither the Master Servicer, the Trustee
nor
the Securities Administrator shall be required to provide access to such records
and documentation if the provision thereof would violate the legal right to
privacy of any Mortgagor. The Master Servicer, the Trustee and the Securities
Administrator shall allow representatives of the above entities to photocopy
any
of the records and documentation and shall provide equipment for that purpose
at
a charge that covers the Master Servicer’s, the Trustee’s or the Securities
Administrator’s actual costs.
The
Trustee shall execute and deliver to the Company, the related Servicer or the
Master Servicer, as applicable, any court pleadings, requests for trustee’s sale
or other documents necessary or desirable to (i) the foreclosure or trustee’s
sale with respect to a Mortgaged Property; (ii) any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or security
instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or security
instrument or otherwise available at law or equity.
Section
4.02 Monitoring
of Company and Servicer.
(a) In
the
review of the Company’s and the related Servicer’s activities, the Master
Servicer may rely upon an Officer’s Certificate of the Company and the related
Servicer with regard to such Person’s compliance with the terms of this
Agreement or the related Servicing Agreement; provided that no such reliance
will relieve the Master Servicer of its obligations pursuant to this Agreement.
In the event that the Master Servicer, in its judgment, determines that the
Company or the related Servicer should be terminated in accordance with this
Agreement or the related Servicing Agreement, or that a notice should be sent
pursuant to this Agreement or the related Servicing Agreement with respect
to
the occurrence of an event that, unless cured, would constitute grounds for
such
termination, the Master Servicer shall notify the Sponsor and the Trustee
thereof and the Master Servicer shall issue such notice or take such other
action as it deems appropriate.
(b) The
Master Servicer, for the benefit of the Trustee, the Certificateholders shall
enforce the obligations, conditions, covenants, representations and warranties
of the Company under this Agreement and of the related Servicer under the
related Servicing Agreement, and shall, in the event that the Company or the
related Servicer fails to perform its obligations, conditions, covenants,
representations and warranties in accordance with this Agreement or the related
Servicing Agreement, subject to the preceding paragraph terminate the rights
and
obligations of such Person thereunder and act as servicer of the related
Mortgage Loans or to instruct the Trustee to enter into a new Servicing
Agreement with a successor Servicer selected by the Master Servicer, which
consent shall not be unreasonably withheld; provided, however, it is understood
and acknowledged by the parties hereto that there shall be a period of
transition (not to exceed 90 days) before the actual servicing functions can
be
fully transferred to such successor Servicer; provided further, if the Servicer
or the Company has failed to advance or failed to make a payment so that the
Master Servicer has had to advance its own funds, then the Master Servicer
may
terminate the Servicer or the Company. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of the related
Servicing Agreement and the pursuit of other appropriate remedies, shall be
in
such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, subject to its right of reimbursement pursuant
to the provisions of this Agreement or the related Servicing Agreement, provided
that the Master Servicer shall not be required to prosecute or defend any legal
action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such
action.
(c) To
the
extent that the costs and expenses of the Master Servicer related to any
termination of the Company or the related Servicer, appointment of a successor
Servicer or the transfer and assumption of servicing by the Master Servicer
with
respect to this Agreement or the related Servicing Agreement (including, without
limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the
Company or the related Servicer as a result of an alleged or actual breach
of
contract or an event of default by such Person and (ii) all costs and expenses
associated with the complete transfer of servicing, including all servicing
files and all servicing data and the completion, correction or manipulation
of
such servicing data as may be required by the successor servicer to correct
any
errors or insufficiencies in the servicing data or otherwise to enable the
successor servicer to service the Mortgage Loans in accordance with this
Agreement or the related Servicing Agreement) are not fully and timely
reimbursed by the Company or the terminated Servicer, the Master Servicer shall
be entitled to reimbursement of such costs and expenses from the Master Servicer
Collection Account.
(d) The
Master Servicer shall require the Company and the related Servicer to comply
with the remittance requirements and other obligations set forth in this
Agreement or the related Servicing Agreement, as applicable.
(e) If
the
Master Servicer acts as a servicer, it will not assume liability for the
representations and warranties of the Company or the related Servicer, if any,
that it replaces.
Section
4.03 Fidelity
Bond.
The
Master Servicer, at its expense, shall (i) maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Xxxxxxxx’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder or (ii) self insure if LaSalle
Bank National Association maintains with any Rating Agency the equivalent of
a
long term unsecured debt rating of “A”. The errors and omissions insurance
policy and the fidelity bond referred to in (i) above shall be in such form
and
amount generally acceptable for entities serving as master
servicers.
Section
4.04 Power
to Act; Procedures.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article XI hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders, the Trustee and the
Securities Administrator, customary consents or waivers and other instruments
and documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any
Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure
or other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan, in each case, in accordance with the provisions of this Agreement
and the related Servicing Agreement, as applicable; provided, however, that
the
Master Servicer shall not (and, consistent with its responsibilities under
Section 4.02, shall not permit the Company or the Servicer to) knowingly or
intentionally take any action, or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or
not
taken, as the case may be, would cause REMIC I, REMIC II, REMIC III, REMIC
IV,
REMIC V or REMIC VI to fail to qualify as a REMIC or result in the imposition
of
a tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) unless the
Master Servicer has received an Opinion of Counsel (but not at the expense
of
the Master Servicer) to the effect that the contemplated action will not cause
REMIC I, REMIC II, XXXXX XXX, REMIC IV, REMIC V or REMIC VI to fail to qualify
as a REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI, as the case may be.
The
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, to enable the Master Servicer to master service and administer
the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer,
the
Company or the Servicer). If the Master Servicer or the Trustee has been advised
that it is likely that the laws of the state in which action is to be taken
prohibit such action if taken in the name of the Trustee or that the Trustee
would be adversely affected under the “doing business” or tax laws of such state
if such action is taken in its name, the Master Servicer shall join with the
Trustee in the appointment of a co-trustee pursuant to Section 10.11 hereof.
In
the performance of its duties hereunder, the Master Servicer shall be an
independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.
Section
4.05 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent provided in this Agreement or the related Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall enforce the obligation of the Company and the related Servicer
to
enforce such clauses in accordance with this Agreement or the related Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with this Agreement
or
the related Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with this Agreement or the related Servicing Agreement.
Section
4.06 Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer To
Be
Held for Trustee.
(a) The
Master Servicer shall transmit and the Company or the related Servicer (to
the
extent required by this Agreement or the related Servicing Agreement) shall
transmit to the Trustee or Custodian such documents and instruments coming
into
the possession of such Person from time to time as are required by the terms
hereof, or in the case of the related Servicer, the related Servicing Agreement,
to be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer, the Company or by the related Servicer in respect of any Mortgage Loan
or which otherwise are collected by the Master Servicer, the Company or by
the
related Servicer as Liquidation Proceeds or Insurance Proceeds in respect of
any
Mortgage Loan shall be held for the benefit of the Trustee and the
Certificateholders subject to the Master Servicer’s right to retain or withdraw
from the Master Servicer Collection Account, the Master Servicing Compensation
and other amounts provided in this Agreement, and to the right of the Company
and the related Servicer to retain its Servicing Fee and other amounts as
provided in this Agreement or the related Servicing Agreement. The Master
Servicer shall, and (to the extent provided in this Agreement or the related
Servicing Agreement) shall enforce the obligation of the Company and the related
Servicer to, provide access to information and documentation regarding the
Mortgage Loans to the Trustee, and their respective agents and accountants
at
any time upon reasonable request and during normal business hours, and to
Certificateholders that are savings and loan associations, banks or insurance
companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
and examiners of such Office and Corporation or examiners of any other federal
or state banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request
in
writing and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall not
be
responsible for determining the sufficiency of such information.
(b) All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer, in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds or Insurance
Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer, the
Company and the related Servicer shall be entitled to setoff against, and deduct
from, any such funds any amounts that are properly due and payable to the Master
Servicer or such Servicer under this Agreement or the related Servicing
Agreement.
Section
4.07 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in this Agreement and the
Servicing Agreement) enforce the obligation of the Company or the Servicer
to,
prepare and present on behalf of the Trustee and the Certificateholders all
claims under the Insurance Policies and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured’s claim) as
shall be necessary to realize recovery under such policies. Any proceeds
disbursed to the Master Servicer (or disbursed to the Company or the related
Servicer and remitted to the Master Servicer) in respect of such policies,
bonds
or contracts shall be promptly deposited in the Master Servicer Collection
Account upon receipt, except that any amounts realized that are to be applied
to
the repair or restoration of the related Mortgaged Property as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable Insurance Policy need not be so deposited (or
remitted).
Section
4.08 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall enforce any obligation of the Company and the Servicer
(to
the extent set forth under this Agreement and the related Servicing Agreement,
as applicable) to foreclose upon, repossess or otherwise comparably convert
the
ownership of Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can
be
made for collection of delinquent payments, all in accordance with this
Agreement or the related Servicing Agreement, as applicable.
Section
4.09 Compensation
of the Master Servicer.
The
Master Servicer shall be entitled to the Master Servicing Fee on each
Distribution Date as compensation for the performance of its obligations
hereunder. The Master Servicer shall be required to pay all expenses incurred
by
it in connection with its activities hereunder and shall not be entitled to
reimbursement therefor except as provided in this Agreement.
Section
4.10 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, to the extent provided in this Agreement and the
Servicing Agreements, as applicable, cause the Company and the Servicer to
sell
any REO Property as expeditiously as possible and in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable.
The Master Servicer shall enforce any obligations of the Company or the Servicer
to protect and conserve, such REO Property in the manner and to the extent
required by this Agreement or the related Servicing Agreement, in accordance
with the REMIC Provisions and in a manner that does not result in a tax on
“net
income from foreclosure property” or cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code.
(b) The
Master Servicer shall, to the extent required by this Agreement and the related
Servicing Agreement, as applicable, enforce the obligation of the Company and
the Servicer, as applicable, to deposit all funds collected and received in
connection with the operation of any REO Property in the related Protected
Account.
ARTICLE
V
ACCOUNTS
Section
5.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Company 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 related to the EMC Mortgage Loans are located
to
collect all payments called for under the terms and provisions of the EMC
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 Company may in its discretion (i) waive
any
late payment charge and (ii) extend the due dates for payments due on a Mortgage
Note related to an EMC Mortgage Loan for a period not greater than 125 days.
In
the event of any such arrangement, the Company shall make Advances on the
related EMC Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such EMC Mortgage Loan without modification thereof
by
reason of such arrangements, and shall be entitled to reimbursement therefor
in
accordance with Section 6.01. The Company 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 EMC Mortgage Loan is in default or default is reasonably foreseeable
or
(y) the Company delivers to the Trustee, the Securities Administrator and the
Master Servicer a certification addressed to the Trustee and the Securities
Administrator, 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, REMIC V or REMIC VI, the Company 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
EMC Mortgage Loan and (B) amend any Mortgage Note to extend the maturity
thereof.
With
respect to EMC Mortgage Loans affected by Hurricane Xxxxxxx, if the Mortgaged
Property is located in public and individual assistance counties as designated
by FEMA (as set forth on its website xxx.xxxx.xxx), the Company may cease
charging of late fees and credit reporting activity for Mortgagors in such
counties until May 1, 2006 and if reasonably prudent, may extend such period
as
long as necessary. In addition, the Company may suspend foreclosure and
bankruptcy activity relating to certain EMC Mortgage Loans and if reasonably
prudent, may extend such period as long as necessary.
The
Company shall not waive (or permit a sub-servicer to waive) any Prepayment
Charge related to an EMC Mortgage Loan 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 Company, maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related EMC Mortgage
Loan. If
a
Prepayment Charge is waived, but does not meet the standards described above,
then the Company is required to pay the amount of such waived Prepayment Charge,
for the benefit of the Class P Certificates, by remitting such amount to the
Master Servicer by the Remittance Date.
(b) The
Company 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
Company for the benefit of the Trustee on behalf of the Certificateholders
and
designated “EMC Mortgage Corporation, as servicer on behalf of Citibank, N.A. as
Trustee, for the benefit of the certificateholders, in trust for registered
holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-HE4”. The Company shall deposit or cause to be
deposited into the Protected Account on a daily basis within one Business Day
of
receipt, except as otherwise specifically provided herein, the following
payments and collections remitted by subservicers or received by it in respect
of the EMC Mortgage Loans subsequent to the Cut-off Date (other than in respect
of principal and interest due on the EMC 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 EMC
Mortgage Loans;
(ii) all
payments on account of interest on the EMC Mortgage Loans net of the related
Servicing Fee permitted under Section 3.12, if any;
(iii) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds with respect
to any EMC Mortgage Loans, other than proceeds to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance
with the Company’s normal servicing procedures;
(iv) any
amount required to be deposited by the Company pursuant to Section 5.01(c)
in
connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Company pursuant to Section
3.07;
(vi) any
Prepayment Charges collected on the EMC Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for deposit by the Company 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 deposited by the Company. In the
event that the Company shall deposit any amount not required to be deposited
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 Company shall maintain adequate records with respect to all withdrawals
made
pursuant to this Section. 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 Company, in Permitted
Investments which shall mature not later than the Business Day immediately
preceding 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
Company 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 Company into the
Protected Account, out of the Company’s own funds.
(d) The
Company shall give at least 30 days advance notice to the Trustee, the
Securities Administrator, the Sponsor, 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
Company 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 Company), as
servicing compensation in accordance with Section 3.12, 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 3.12;
(ii) to
reimburse the Company for Advances made by it with respect to the Mortgage
Loans, provided, however, that the Company’s right of reimbursement pursuant to
this subclause (ii) shall be limited to amounts received on particular EMC
Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries) that represent late recoveries of payments
of principal and/or interest on such particular EMC Mortgage Loan(s) in respect
of which any such Advance was made;
(iii) to
reimburse the Company for any previously made portion of a Servicing Advance
or
an Advance made by the Company that, in the good faith judgment of the Company,
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 Company from Insurance Proceeds for Insured Expenses covered
by
the related Insurance Policy;
(v) to
pay
the Company any unpaid Servicing Fees and to reimburse it for any unreimbursed
Servicing Advances, provided, however, that the Company’s right to reimbursement
for Servicing Advances pursuant to this subclause (v) with respect to any EMC
Mortgage Loan shall be limited to amounts received on particular Mortgage
Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance Proceeds,
Subsequent Recoveries and purchase and repurchase proceeds) that represent
late
recoveries of the payments for which such Servicing Advances were
made;
(vi) to
pay to
the Sponsor, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.05 of this
Agreement, all amounts received thereon and not taken into account in
determining the related Stated Principal Balance of such repurchased EMC
Mortgage Loan;
(vii) to
pay
any expenses recoverable by the Company 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. New York City time on the Remittance Date,
the
Company shall withdraw from the Protected Account and remit to the Master
Servicer, for deposit in the Master Servicer Collection Account the amount
required to be withdrawn therefrom pursuant to Section 5.05 hereof.
With
respect to any remittance received by the Master Servicer from EMC after the
date on which such remittance was due, EMC shall pay to the Master Servicer
interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, plus two percentage points, but in
no
event greater that the maximum amount permitted by applicable law. Such interest
shall be remitted to 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. The payment by EMC 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 EMC.
The
Company 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 Company shall deliver to the Master Servicer an Officer’s Certificate
of a Servicing Officer indicating the amount of any previous Advance or
Servicing Advance determined by the Company to be a Nonrecoverable Advance
and
identifying the related EMC Mortgage Loan(s), and their respective portions
of
such Nonrecoverable Advance
Section
5.03 Reports
to the Master Servicer.
(a)
On
or
before the tenth calendar day of each month, the Company shall furnish to the
Master Servicer electronically in a format acceptable to the Master Servicer
loan accounting reports in the investor’s assigned loan number order to document
the payment activity on each EMC Mortgage Loan on an individual mortgage loan
basis. With respect to each month, such loan accounting reports shall be in
the
format agreed to by the Company and the Master Servicer, including but not
limited to the following information with respect to each EMC Mortgage
Loan:
(i) with
respect to each Scheduled Payment (on both an actual and scheduled basis with
respect to Mortgage Loan balances and on an actual basis with respect to
paid-through dates), the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the
amount of any Prepayment Interest Shortfall);
(ii) with
respect to each Monthly Payment, the amount of such remittance allocable to
scheduled interest;
(iii) the
amount of servicing compensation received by the Company during the prior
calendar month;
(iv) the
aggregate stated principal balance of the EMC Mortgage Loans;
(v) the
aggregate amount of Advances made by the Company pursuant to Section
6.01;
(vi) the
aggregate of any expenses reimbursed to the Company during the prior calendar
month pursuant to Section 5.02;
(vii) the
number and aggregate Stated Principal Balance of the Mortgage Loans (A)
Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy) (1)
30
days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent,
(B)
in foreclosure and delinquent and (1) 30 days Delinquent, (2) 60 days Delinquent
and (3) 90 days or more Delinquent (C) in bankruptcy and delinquent (1) 30
days
Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent, in each
case as of the close of business on the last day of the calendar month preceding
such Distribution Date and separately identifying such information for the
(1)
second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans;
(viii) the
amount of any Prepayment Charges collected by the Company and the amount of
Prepayment Charges paid by the Company in connection with a waiver that is
not
permitted under this Agreement, and
(ix) any
other
information necessary for the Securities Administrator to prepare the Monthly
Statement pursuant to Section 6.06, including any information required to be
provided pursuant to Item 1121 of Regulation AB.
On
or
before the seventeenth calendar day of each month, or if such day is not a
Business Day, the succeeding Business Day, the Company shall furnish to the
Master Servicer electronically in a format acceptable to the Master Servicer
a
report of all Principal Prepayments.
(b) The
Master Servicer and the Securities Administrator shall be entitled to rely
conclusively on the data provided by the Company and the Servicer pursuant
to
Section 5.03(a) above and shall have no liability for any errors in such
Mortgage Loan data.
Section
5.04 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each EMC Mortgage Loan, to the extent required by the related
Mortgage Note, the Company shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or Servicing Advances by the Company) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Company 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 Company out of
related collections for any payments made with respect to each EMC Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.07 (with respect to hazard insurance), to refund to
any
Mortgagors for any EMC 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 Protected
Accounts.
(a) The
Master Servicer shall enforce the obligation of the Company and the Servicers
to
establish and maintain a Protected Account in accordance with this Agreement
and
the Servicing Agreements, with records to be kept with respect thereto on a
Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within one Business Day (or as of such other time specified in the Servicing
Agreements) of receipt all collections of principal and interest on any Mortgage
Loan and with respect to any REO Property received by the Company or the related
Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries, and advances made from the Company’s or such
Servicer’s own funds (less servicing compensation as permitted by this Agreement
or the related Servicing Agreement) and all other amounts to be deposited in
the
Protected Accounts. Each of the Company and the Servicers is hereby authorized
to make withdrawals from and deposits to the related Protected Account for
purposes required or permitted by this Agreement. To the extent provided in
this
Agreement or any Servicing Agreement, the Protected Account shall be held in
a
Designated Depository Institution and segregated on the books of such
institution in the name of the Company or Servicer, as applicable on behalf
of
the Trustee for the benefit of Certificateholders.
(b) To
the
extent provided in this Agreement or any Servicing Agreement, amounts on deposit
in a Protected Account may be invested in Permitted Investments in the name
of
the Trustee for the benefit of Certificateholders and, except as provided in
the
preceding paragraph, not commingled with any other funds, such Permitted
Investments to mature, or to be subject to redemption or withdrawal, no later
than the date on which such funds are required to be withdrawn for deposit
in
the Master Servicer Collection Account, and shall be held until required for
such deposit. The income earned from Permitted Investments made pursuant to
this
Section 5.05 shall be paid to the Company or the related Servicer under this
Agreement or the related Servicing Agreement, and the risk of loss of moneys
required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the Company or the related
Servicer, as the case may be. The Company or the related Servicer (to the extent
provided in this Agreement or the related Servicing Agreement) shall deposit
the
amount of any such loss in the Protected Account within two Business Days of
receipt of notification of such loss but not later than the second Business
Day
prior to the Distribution Date on which the moneys so invested are required
to
be distributed to the Certificateholders.
(c) To
the
extent provided in this Agreement or the related Servicing Agreement and subject
to this Article V, on or before 1:00 p.m. New York City time on each Remittance
Date, the Company or the related Servicer shall withdraw or shall cause to
be
withdrawn from its Protected Account and shall immediately deposit or cause
to
be deposited in the Master Servicer Collection Account amounts representing
the
following collections and payments (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 Company or the related Servicer pursuant to the related Servicing
Agreement which were due on or before the related Due Date, net of the amount
thereof comprising the Servicing Fees;
(ii) Full
Principal Prepayments and any Liquidation Proceeds received by the Company
or
the related Servicer with respect to such Mortgage Loans in the related
Prepayment Period, with interest to the date of prepayment or liquidation,
net
of the amount thereof comprising the Servicing Fees;
(iii) Partial
Principal Prepayments received by the Company or the related Servicer for such
Mortgage Loans in the related Prepayment Period;
(iv) Any
amount to be used as an Advance; and
(v) The
amount of any Prepayment Charges collected with respect to the Mortgage Loans
and the amount of any Prepayment Charges paid by the Company or the related
Servicer in connection with the waiver of a Prepayment Charge in a manner that
is not permitted under this Agreement or the related Servicing
Agreement.
(d) Withdrawals
may be made from a Protected Account by the Company as described in Section
5.02
hereof and by the Master Servicer or the related Servicer only to make
remittances as provided in Section 5.05(c), 5.06 and 5.07; to reimburse the
Master Servicer or the Servicer for Advances which have been recovered by
subsequent collection from the related Mortgagor; to remove amounts deposited
in
error; to remove fees, charges or other such amounts deposited on a temporary
basis; or to clear and terminate the account at the termination of this
Agreement in accordance with Section 11.01. As provided in Sections 5.05(c)
and
5.06(b) certain amounts otherwise due to the related Servicer may be retained
by
the related Servicer and need not be deposited in the Master Servicer Collection
Account.
Section
5.06 Master
Servicer Collection Account.
(a) The
Master Servicer shall establish and maintain in the name of LaSalle Bank
National Association, as Master Servicer, on behalf of the Trustee, for the
benefit of the Certificateholders, the Master Servicer Collection Account which
shall be an Eligible Account. The Master Servicer will deposit in the Master
Servicer Collection Account as identified by the Master Servicer and as received
by the Master Servicer, the following amounts:
(i) any
Advance and any Compensating Interest Payments;
(ii) any
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
by
the Master Servicer;
(iii) the
Repurchase Price with respect to any Mortgage Loans purchased by the Sponsor
or
Section 2.02 or 2.03, the Repurchase Price with respect to any Mortgage Loans
purchased by EMC pursuant to Section 3.05, and all proceeds of any Mortgage
Loans or property acquired with respect thereto repurchased by the Sponsor
or
its designee pursuant to Section 11.01;
(iv) any
amounts required to be deposited with respect to losses on investments of
deposits in the Master Servicer Collection Account; and
(v) any
other
amounts received by or on behalf of the Master Servicer or the Trustee and
required to be deposited in the Master Servicer Collection Account pursuant
to
this Agreement.
(b) All
amounts deposited to the Master Servicer Collection Account shall be held by
the
Master Servicer 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 Master Servicer Collection 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 Master Servicer Collection Account.
(c) The
amount at any time credited to the Master Servicer Collection Account may be
invested, in the name of the Trustee, or its nominee, for the benefit of the
Certificateholders in Permitted Investments or be held in cash as directed
by
the Securities Administrator. All Permitted Investments shall mature or be
subject to redemption or withdrawal on or before, and shall be held until,
the
next succeeding Distribution Account Deposit Date. Any and all investment
earnings from the Master Servicer Collection Account shall be paid to the
Securities Administrator. The risk of loss of moneys required to be distributed
to the Certificateholders resulting from such investments shall be borne by
and
be the risk of the Securities Administrator. The Securities Administrator shall
deposit the amount of any such loss in the Master Servicer Collection Account
within two Business Days of receipt of notification of such loss but not later
than the second Business Day prior to the Distribution Date on which the moneys
so invested are required to be distributed to the
Certificateholders.
Section
5.07 Permitted
Withdrawals and Transfers from the Master Servicer Collection
Account.
(a) The
Master Servicer will make such withdrawals or transfers from the Master Servicer
Collection Account as the Master Servicer has designated for such transfer
or
withdrawal pursuant to this Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 11.01
and
from time to time remove amounts deposited in error.
(b) On
an
ongoing basis, the Master Servicer shall withdraw from the Master Servicer
Collection Account to pay itself as provided in Section 4.09 and to pay any
expenses, costs and liabilities recoverable by the Trustee, the Master Servicer,
each Custodian or the Securities Administrator pursuant to Sections 4.02, 8.03,
8.04, 9.05 and 10.05; provided however, that the Master Servicer shall be
obligated to pay from its own funds any amounts which it is required to pay
under Section 8.03(a).
(c) In
addition, on or before each Distribution Account Deposit Date, the Master
Servicer shall remit to the Securities Administrator for deposit in the
Distribution Account any Advances required to be made by the Master Servicer
with respect to the Mortgage Loans.
(d) No
later
than 3:00 p.m. New York time on each Distribution Account Deposit Date, the
Master Servicer will transfer all available funds on deposit in the Master
Servicer Collection Account with respect to the related Distribution Date to
the
Securities Administrator for deposit in the Distribution Account. In the event
that the Master Servicer shall deposit or cause to be deposited to the
Distribution Account any amount not required to be credited thereto, the
Securities Administrator, upon receipt of a written request therefor signed
by a
Master Servicing Officer of the Master Servicer, shall promptly transfer such
amount to the Master Servicer, any provision herein to the contrary
notwithstanding.
Section
5.08 [Reserved.]
Section
5.09 Distribution
Account.
(a) The
Securities Administrator shall establish and maintain in the name of Securities
Administrator, on behalf of the Trustee, for the benefit of the
Certificateholders, the Distribution Account as a segregated trust account
or
accounts.
(b) All
amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.
(c) The
Distribution Account shall constitute an Eligible Account of the Trust Fund
segregated on the books of the Securities Administrator and held by the
Securities Administrator, 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 Securities Administrator
(whether made directly, or indirectly through a liquidator or receiver of the
Securities Administrator). The amount at any time credited to the Distribution
Account may be, as directed by the Securities Administrator, held either
uninvested or invested in the name of the Trustee, in such Permitted Investments
as may be selected by the Securities Administrator on such direction which
mature not later than the Business Day next preceding the succeeding
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 Securities
Administrator. The Securities Administrator 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 Securities Administrator shall deposit the amount of the loss
in
the Distribution Account from its own funds. With respect to the Distribution
Account and the funds deposited therein, the Securities Administrator 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.
Section
5.10 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Securities Administrator will from time to time make or cause to be made such
withdrawals or transfers from the Distribution Account as are designated for
such transfer or withdrawal pursuant to this Agreement any the Servicing
Agreement (limited in the case of amounts due the Master Servicer to those
not
withdrawn from the Master Servicer Collection Account in accordance with the
terms of this Agreement):
(i) to
reimburse the Master Servicer, the Company or the related Servicer for any
unreimbursed Advance or Servicing Advance of its own funds pursuant to this
Agreement or the related Servicing Agreement, such right of the Master Servicer,
the Company or the Servicer to reimbursement pursuant to this subclause (i)
being limited to amounts received on a particular Mortgage Loan (including,
for
this purpose, the Repurchase Price therefor, Insurance Proceeds and Liquidation
Proceeds) which represent late payments or recoveries of the principal of or
interest on such Mortgage Loan respecting which such Advance or Servicing
Advance was made;
(ii) to
reimburse the Supplemental Interest Trust Trustee or the Swap Administrator
for
expenses, costs and liabilities incurred by or reimbursable to it pursuant
to
this agreement; to reimburse the Master Servicer, the Company or the related
Servicer from Insurance Proceeds or Liquidation Proceeds relating to a
particular Mortgage Loan for unreimbursed amounts expended by the Master
Servicer, the Company or the Servicer in good faith in connection with the
restoration of the related Mortgaged Property which was damaged by an uninsured
cause or in connection with the liquidation of such Mortgage Loan; provided,
however, that such reimbursement pursuant to this clause shall be limited to
amounts recovered from Mortgage Loans from which such expenditures were
made;
(iii) to
reimburse the Master Servicer, the Company or the related Servicer from
Insurance Proceeds relating to a particular Mortgage Loan for unreimbursed
expenses incurred with respect to such Mortgage Loan and to reimburse the Master
Servicer, the Company or the related Servicer from Liquidation Proceeds from
a
particular Mortgage Loan for Liquidation Expenses incurred with respect to
such
Mortgage Loan; provided that the Master Servicer shall not be entitled to
reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the
extent that (i) any amounts with respect to such Mortgage Loan were paid as
Excess Liquidation Proceeds pursuant to clause (x) of this Subsection (a) to
the
Master Servicer; and (ii) such Liquidation Expenses were not included in the
computation of such Excess Liquidation Proceeds;
(iv) to
reimburse the Master Servicer, the Company or a Servicer for any Advance or
Servicing Advance, after a Realized Loss has been allocated with respect to
the
related Mortgage Loan if the Advance or Servicing Advance has not been
reimbursed pursuant to clauses (i) through (iii); provided, however, that such
reimbursement pursuant to this clause shall be limited to amounts recovered
from
Mortgage Loans from which such Advance was made;
(v) to
pay
the Master Servicer as set forth in Section 4.09;
(vi) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 4.02, 8.04(c) and (d) and 12.02
or
otherwise reimbursable to it pursuant to this Agreement;
(vii) to
pay to
the Master Servicer, as additional master servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the Company or the
Servicer;
(viii) to
reimburse or pay the Company or the related Servicer any such amounts as are
due
thereto under this Agreement or the related Servicing Agreement and have not
been retained by or paid to the Company or the related Servicer, to the extent
provided herein and in the related Servicing Agreement;
(ix) to
reimburse the Trustee, the Custodian or the Securities Administrator for
expenses, costs and liabilities incurred by or reimbursable to it pursuant
to
this Agreement (to the extent not reimbursed from the Master Servicer Collection
Account in accordance with Section 5.07);
(x) to
remove
amounts deposited in error; and
(xi) to
clear
and terminate the Distribution Account pursuant to Section 11.01.
(b) The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to subclauses (i) through (iv), inclusive,
and
(vi) or with respect to any such amounts which would have been covered by such
subclauses had the amounts not been retained by the Master Servicer without
being deposited in the Distribution Account under Section 5.08.
(c) On
each
Distribution Date, the Securities Administrator shall distribute the related
Interest Remittance Amount and the Principal Distribution Amount to the extent
of funds on deposit in the Distribution Account to the holders of the related
Certificates in accordance with Section 6.04.
Section
5.11 Class
P Certificate Account.
(a) The
Securities Administrator shall establish and maintain in the name of the
Trustee, for the benefit of the Class P Certificateholders, the Class P
Certificate Account as a segregated trust account or accounts.
(b) On
the
Closing Date, the Depositor will deposit, or cause to be deposited in the Class
P Certificate Account, an amount equal to $100. All amounts deposited to the
Class P Certificate Account shall be held by the Securities Administrator in
the
name of the Trustee in trust for the benefit of the Class P Certificateholders
in accordance with the terms and provisions of this Agreement. The amount on
deposit in the Class P Certificate Account shall be held
uninvested.
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
Section
6.01 Advances.
The
Company shall make an Advance with respect to any EMC Mortgage Loan and deposit
such Advance in the Master Servicer Collection Account no later than 1:00 p.m.
Eastern time on the Remittance Date in immediately available funds. The Company
or the related Servicer, as applicable, shall be obligated to make any such
Advance only to the extent that such advance would not be a Nonrecoverable
Advance. If the Company or the related 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 Company or the
related Servicer, as the case may be, shall deliver (i) to the Securities
Administrator for the benefit of the Certificateholders constituting the
remaining portion of such Advance, if applicable, and (ii) to the Depositor,
the
Master Servicer, 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 Company
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 Company 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 Company by deposit
in
the Distribution Account, no later than the close of business on the Remittance
Date immediately preceding the Distribution Account Deposit Date on which such
funds are required to be distributed pursuant to this Agreement.
Each
Servicer will discontinue such Advances with respect to any Mortgage Loan that
becomes 90 days Delinquent; provided, however, if a Servicer reasonably
determines that a significant net recovery is possible through foreclosure
proceedings or other liquidation of the related Mortgaged Property on a Mortgage
Loan that becomes 90 days delinquent, such Servicer may continue making advances
on such Mortgage Loan. Subject to Section 3.12, a Servicer must effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan at such time that the Mortgage Loan becomes 180
days
Delinquent. Once a Servicer has commenced such proceedings, such Servicer will
not be entitled to any additional Servicing Fee for such Mortgage Loan, except
to the extent of any unreimbursed Servicing Fees and expenses which will be
reimbursable from any Liquidation Proceeds.
The
Company 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; provided, however, such reimbursement shall be limited to funds received
from Mortgage Loans for which such Advance was made. The obligation to make
Advances with respect to any EMC Mortgage Loan shall continue until such EMC
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.
(b) If
the
Scheduled Payment on a Mortgage Loan that was due on a related Due Date and
is
delinquent other than as a result of application of the Relief Act and for
which
the Company or the related Servicer was required to make an Advance pursuant
to
this Agreement or the related Servicing Agreement exceeds the amount deposited
in the Master Servicer Collection Account which shall be used for an Advance
with respect to such Mortgage Loan, the Master Servicer will deposit in the
Master Servicer Collection Account not later than the Distribution Account
Deposit Date immediately preceding the related Distribution Date an amount
equal
to such deficiency, net of the Master Servicing Fee and the Servicing Fee for
such Mortgage Loan except to the extent the Master Servicer determines any
such
Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds
or
future payments on the Mortgage Loan for which such Advance was made. Subject
to
the foregoing, the Master Servicer shall continue to make such Advances through
the date that the Company or the related Servicer is required to do so under
this Agreement or the related Servicing Agreement, as applicable. If applicable,
on the Distribution Account Deposit Date, the Master Servicer shall present
an
Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects
not to make an Advance in a stated amount and (ii) detailing the reason it
deems
the advance to be nonrecoverable. The Master Servicer may rely on any
non-recoverability determination of the Company or any Servicer.
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, shall be obligated to make such Advance, subject to the
provisions of this Section 6.01.
Section
6.02 Compensating
Interest Payments.
(a) 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
EMC
Mortgage Loan, the Company shall, to the extent of the Servicing Fee for such
Distribution Date, remit to the Master Servicer for deposit into the Master
Servicer Collection 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 Company shall not be
entitled to any recovery or reimbursement from the Depositor, the Trustee,
the
Sponsor, the Master Servicer, the Securities Administrator, the Trust Fund
or
the Certificateholders.
(b) The
Master Servicer shall enforce the obligation of each Servicer under the related
Servicing Agreement to remit any required Compensating Interest Payments to
the
Master Servicer Collection Account on the Remittance Date.
(c) The
Master Servicer shall be required to remit to the Securities Administrator
for
deposit in the Distribution Account the amount of any Prepayment Interest
Shortfalls, to the extent of the Master Servicing Compensation for such
Distribution Date, in the event the Company or the related Servicer is required
to make such payment but fails to do so.
Section
6.03 REMIC
Distributions.
On
each
Distribution Date the Securities Administrator shall be deemed to have allocated
distributions to the REMIC I Regular Interests, REMIC II Regular Interests,
Class CE Interest, Class P Interest and Class IO Interest in accordance with
Section 6.07 hereof.
Section
6.04 Distributions.
(a) Subject
to Section 3.21(c), on each Distribution Date, an amount equal to the Interest
Funds and Principal Funds for each Loan Group for such Distribution Date shall
be withdrawn by the Securities Administrator from the Distribution Account
and
distributed in the following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) From
Interest Funds in respect of:
| (i) |
Loan
Group I, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates,
the
Current Interest and any Interest Carry Forward Amount for each such
Class, on a pro
rata
basis, based on the entitlement of each such Class;
and
|
| (ii) |
Loan
Group II, to the Class II-A Certificates, the Current Interest and
any
Interest Carry Forward Amount for such Class;
|
(B) From
remaining Interest Funds in respect of the non-related Loan Group, to the
non-related Class I-A Certificates and Class II-A Certificates, the remaining
Current Interest, if any, and the remaining Interest Carry Forward Amount,
if
any, for such Classes, pro
rata
based on
the entitlement of each such Class;
(C) From
remaining Interest Funds in respect of both Loan Groups, sequentially to the
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9 and Class M-10 Certificates, in that order, the Current
Interest for such Class.
On
any
Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest will
be
allocated as set forth in the definition of “Current Interest”
herein.
(2) On
each
Distribution Date, the Principal Distribution Amount shall be distributed in
the
following manner and order of priority:
(A) For
each
Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect:
| (i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) from
the
Group I Principal Distribution Amount for such Distribution Date, sequentially,
to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that order,
in
each case until the Certificate Principal Balance thereof is reduced to zero;
and
(2) from
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, until the Certificate Principal Balance thereof is reduced
to
zero;
| (ii) |
To
the Class M-1 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups 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 in
respect
of both Loan Groups 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 in
respect
of both Loan Groups 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 in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to
zero;
|
| (vi) |
To
the Class M-5 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to
zero;
|
| (vii) |
To
the Class M-6 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to zero;
|
| (viii) |
To
the Class M-7 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to zero;
|
| (ix) |
To
the Class M-8 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to
zero;
|
| (x) |
To
the Class M-9 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to zero;
and
|
| (xi) |
To
the Class M-10 Certificates, from any remaining Principal Funds in
respect
of both Loan Groups for such Distribution Date, until the Certificate
Principal Balance thereof is reduced to
zero.
|
(B) For
each
Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is
not in effect:
| (i) |
To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date to be distributed as
follows:
|
(1) from
the
Group I Principal Distribution Amount for such Distribution Date, sequentially,
to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, in that order,
the
Class I-A Principal Distribution Amount for such Distribution Date, in each
case
until the Certificate Principal Balance thereof is reduced to zero;
and
(2) from
the
Group II Principal Distribution Amount for such Distribution Date, to the Class
II-A Certificates, the Class II-A Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balances thereof are reduced
to zero;
| (ii) |
To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups 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 in respect of both Loan Groups 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 in respect of both Loan Groups 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 in respect of both Loan Groups for such Distribution Date,
the
Class M-4 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (vi) |
To
the Class M-5 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-5 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (vii) |
To
the Class M-6 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-6 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (viii) |
To
the Class M-7 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-7 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (ix) |
To
the Class M-8 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-8 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
|
| (x) |
To
the Class M-9 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-9 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero;
and
|
| (xi) |
To
the Class M-10 Certificates, from any remaining Principal Distribution
Amount in respect of both Loan Groups for such Distribution Date,
the
Class M-10 Principal Distribution Amount, until the Certificate Principal
Balance thereof is reduced to zero.
|
(3) Notwithstanding
the provisions of clauses (2)(A) and (B) above, if on any Distribution Date
the
Class A Certificates related to a Loan Group are no longer outstanding, the
pro
rata
portion
of the Principal Distribution Amount or the applicable Class A Principal
Distribution Amount, as applicable, otherwise allocable to such Class A
Certificates will be allocated to the remaining group of Class A Certificates
pro
rata
in the
same manner and order of priority described above; and
(4) Any
Excess Spread to the extent necessary to meet a level of overcollateralization
equal to the Overcollateralization Target Amount will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution
Amount. Any Remaining Excess Spread together with any Overcollateralization
Release Amount will be applied as Excess Cashflow and shall be distributed
in
the following manner and order of priority:
(A) from
any
remaining Excess Cashflow, 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
Section 3.21(d) and (b) second, any Unpaid Realized Loss Amount for such Classes
for such Distribution Date, pro
rata,
in
accordance with the Applied Realized Loss Amount allocated to each such
Class;
(B) from
any
remaining Excess Cashflow, sequentially, to the Class M-1, Class M-2, Class
M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
M-10
Certificates, in that order, an amount equal to the Interest Carry Forward
Amount for each such Class for such Distribution Date to the extent not fully
paid pursuant to Section 3.21(d);
(C) from
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Classes
of Class I-A Certificates and Class II-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 and to the extent not paid pursuant to Section 3.21(d) and to the
extent such amount exceeds the amounts then on deposit in the Reserve Fund,
and
(ii) second, to maintain a balance in the Reserve Fund equal to the Reserve
Fund
Deposit;
(D) from
any
remaining Excess Cashflow otherwise distributable to the Class CE Interest
and
the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9 and Class M-10 Certificates, sequentially in that order, any
Basis Risk Shortfall Carry Forward Amount for each such Class for such
Distribution Date, if any, in each case to the extent not paid pursuant to
Section 3.21(d) and to the extent such amount exceeds the amounts then on
deposit in the Reserve Fund, and (ii) second, to maintain a balance in the
Reserve Fund equal to the Reserve Fund Deposit;
(E) from
any
remaining Excess Cashflow, to the Class A Certificates, on a pro
rata
basis,
based on the entitlement of each such Class, and then sequentially to the Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9 and Class M-10 Certificates, in that order, the amount of Relief
Act Shortfalls and any Prepayment Interest Shortfalls allocated to such Classes
of Certificates, to the extent not previously reimbursed;
(F) from
any
remaining Excess Cashflow, to the Swap Administrator for payment to the Swap
Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
owed by the Trust Fund (to the extent not paid by the Swap Administrator from
any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust
Trustee);
(G) from
any
remaining Excess Cashflow, to the Class CE Interest and Class CE Certificates,
an amount equal to the Class CE Distribution Amount reduced by amounts
distributed in clauses (C) and (D) above; and
(H) from
any
remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each
Distribution Date, all amounts in respect of Prepayment Charges shall be
distributed to the Holders of the Class P Interest and the Class P Certificates,
provided that such distributions shall not be in reduction of the principal
balance thereof. On the Distribution Date immediately following the expiration
of the latest Prepayment Charge term as identified on the Mortgage Loan
Schedule, any amount on deposit in the Class P Certificate Account will be
distributed to the Holders of the Class P Interest and the Class P Certificates
in reduction of the Certificate Principal Balance thereof.
In
addition, notwithstanding the foregoing, on any Distribution Date after the
Distribution Date on which the Certificate Principal Balance of a Class of
Class
A Certificates or Class M Certificates has been reduced to zero, that Class
of
Certificates will be retired and will no longer be entitled to distributions,
including distributions in respect of Prepayment Interest Shortfalls or Basis
Risk Shortfall Carry Forward Amounts.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
IO
Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class of
Regular Certificates, until the Certificate Principal Balance thereof has been
reduced to zero, and such amount will be paid pursuant to Section
3.21(f).
(b) In
addition to the foregoing distributions, with respect to any Subsequent
Recoveries, the Company shall deposit such funds into the Protected Account
pursuant to Section 5.01(b)(iii). If, after taking into account such Subsequent
Recoveries, the amount of a Realized Loss is reduced, the amount of such
Subsequent Recoveries will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the highest payment priority to which
Realized Losses have been allocated, but not by more than the amount of Realized
Losses previously allocated to that Class of Certificates pursuant to Section
6.05; provided, however, to the extent that no reductions to a Certificate
Principal Balance of any Class of Certificates currently exists as the result
of
a prior allocation of a Realized Loss, such Subsequent Recoveries will be
applied as Excess Spread. The amount of any remaining Subsequent Recoveries
will
be applied to increase the Certificate Principal Balance of the Class of
Certificates with the next highest payment priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 6.05, and so on. Holders of such Certificates will not be entitled
to
any payment in respect of Current Interest on the amount of such increases
for
any Interest Accrual Period preceding the Distribution Date on which such
increase occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Certificate of such Class in accordance with its
respective Percentage Interest.
(c) Subject
to Section 11.02 hereof respecting the final distribution, on each Distribution
Date the Securities Administrator shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Holder has so notified
the Securities Administrator at least 5 Business Days prior to the related
Record Date, or, if not, by check mailed by first class mail to such
Certificateholder at the address of such Holder appearing in the Certificate
Register. Notwithstanding the foregoing, but subject to Section 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.
(d) On
or
before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
each Distribution Date, the Master Servicer shall deliver the Remittance Report.
Section
6.05 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans allocated to any REMIC II Regular Interest
pursuant to Section 6.05(c) on the Mortgage Loans shall be allocated by the
Securities Administrator on each Distribution Date as follows: first, to Excess
Spread as part of the payment in respect of the Extra Principal Distribution
Amount for such Distribution Date; second, to the Class CE Interest and Class
CE
Certificates, until the Certificate Principal Balance or Uncertificated
Principal Balance thereof, as applicable, has been reduced to zero; third,
to
the Class M-10 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; fourth, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; sixth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-4 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-3 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; eleventh, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; twelfth, to
the
Class M-1 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; thirteenth, to the related Class or Classes of Class A
Certificates, on a pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero;
and
fourteenth, to the unrelated Class or Classes of Class A Certificates, on a
pro
rata
basis,
until the Certificate Principal Balances thereof have been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
(b) Any
allocation of Realized Losses to a Class of Certificates or to the Class CE
Interest on any Distribution Date shall be made by reducing the Certificate
Principal Balance or Uncertificated Principal Balance thereof by the amount
so
allocated; any allocation of Realized Losses to Excess Spread shall be made
by
reducing the amount otherwise payable in respect of the Class CE Interest and
the Class CE Certificates pursuant to clause (G) of Section 6.04(a)(3). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balance or Uncertificated Principal Balance, as applicable, of the Class P
Interest and the Class P Certificates.
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Certificate Principal
Balance of all the Certificates as of such Distribution Date, (other than the
Class CE Certificates and Class P Certificates) after giving effect to all
distributions and prior allocations of Realized Losses on the Mortgage Loans
on
such date, to an amount less than the aggregate Stated Principal Balance of
all
of the Mortgage Loans as of the first day of the month of such Distribution
Date
(such limitation, the “Loss Allocation Limitation”). In addition in no event
will the Certificate Principal Balance of any Certificate be reduced more than
once in respect of any particular amount both (i) allocable to such Certificate
in respect of Realized Losses and (ii) payable as principal to the Holder of
such Certificate from Remaining Excess Spread.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) (i)
All
Realized Losses on the Group I Loans shall be allocated on each Distribution
Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-60-B,
starting with the lowest numerical denomination, until the Uncertificated
Principal Balance of each such REMIC I Regular Interest has been reduced to
zero, provided that, for REMIC I Group I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated pro
rata
between
such REMIC I Regular Interests. All Realized Losses on the Group II Loans shall
be allocated on each Distribution Date to REMIC I Regular Interest II-1-A
through REMIC I Regular Interest II-60-B, starting with the lowest numerical
denomination, until the Uncertificated Principal Balance of each such REMIC
I
Regular Interest has been reduced to zero, provided that, for REMIC I Group
II
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro
rata
between
such REMIC I Regular Interests.
(ii) The
REMIC
II Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Securities Administrator on each Distribution Date
to
the following REMIC II Regular Interests in the specified percentages, as
follows: first, to Uncertificated Accrued Interest payable to the REMIC II
Regular Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount
equal to the REMIC II Interest Loss Allocation Amount (without duplication
of
shortfalls allocated pursuant to Section 1.02), 98.00% and 2.00%, respectively;
second, to the Uncertificated Principal Balances of the REMIC II Regular
Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal
to
the REMIC II Principal Loss Allocation Amount, 98.00% and 2.00%, respectively;
third, to the Uncertificated Principal Balances of REMIC II Regular Interest
AA,
REMIC II Regular Interest M-10 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
II
Regular Interest M-10 has been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
M-9 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest M-9
has
been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC
II Regular Interest AA, REMIC II Regular Interest M-8 and REMIC II Regular
Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC II Regular Interest M-8 has been reduced to zero;
sixth, to the Uncertificated Principal Balances of REMIC II Regular Interest
AA,
REMIC II Regular Interest M-7 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
II
Regular Interest M-7 has been reduced to zero; seventh, to the Uncertificated
Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest M-6
has
been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC
II Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II Regular
Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC II Regular Interest M-5 has been reduced to zero;
ninth, to the Uncertificated Principal Balances of REMIC II Regular Interest
AA,
REMIC II Regular Interest M-4 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
II
Regular Interest M-4 has been reduced to zero; tenth, to the Uncertificated
Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
until the Uncertificated Principal Balance of REMIC II Regular Interest M-3
has
been reduced to zero; eleventh, to the Uncertificated Principal Balances of
REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and REMIC II Regular
Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
Principal Balance of REMIC II Regular Interest M-2 has been reduced to zero;
twelfth, to the Uncertificated Principal Balances of REMIC II Regular Interest
AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
REMIC II Regular Interest M-1 has been reduced to zero; thirteenth, to the
Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%, to
the
Uncertificated Principal Balances of the related REMIC II Regular Interests
I-A-1, I-A-2, I-A-3 and II-A, 1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC II Regular Interests
I-A-1, I-A-2, I-A-3 and II-A have been reduced to zero; and fourteenth, to
the
Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%, to
the
Uncertificated Principal Balances of the unrelated REMIC II Regular Interests
I-A-1, I-A-2, I-A-3 and II-A, 1.00% pro
rata,
and to
the Uncertificated Principal Balance of REMIC II Regular Interest ZZ, 1.00%,
until the Uncertificated Principal Balances of such REMIC II Regular Interests
I-A-1, I-A-2, I-A-3 and II-A have been reduced to zero.
(iii) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses shall be applied after
all distributions have been made on each Distribution Date first, so as to
keep
the Uncertificated Principal Balance of each REMIC II Regular Interest ending
with the designation “Grp” equal to 0.01% of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC
II Regular Interest ending with the designation “Sub” so that the Uncertificated
Principal Balance of each such REMIC II Regular Interest is equal to 0.01%
of
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current aggregate Certificate Principal
Balance of the Class A Certificates related to such Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of Realized Losses shall be applied to such REMIC II Regular
Interests such that the REMIC II Subordinated Balance Ratio is maintained);
and
third, any remaining Realized Losses shall be allocated to REMIC II Regular
Interest XX.
Section
6.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Securities Administrator shall prepare and
make
available to each Holder of Certificates, the Trustee, the Master Servicer,
the
Swap Provider and the Depositor a statement setting forth for the
Certificates:
(i) the
applicable record dates, accrual periods, determination dates for calculating
distributions and general distribution dates;
(ii) the
total
cash flows received and the general sources thereof;
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the Master Servicer for the related
Due Period;
(iv) the
amount of any Net Swap Payment payable to the Swap Administrator, any Net Swap
Payment payable to the Swap Provider, any Swap Termination Payment payable
to
the Swap Administrator and any Swap Termination Payment payable to the Swap
Provider;
(v) the
amount of the related distribution to Holders of each Class allocable to
principal, separately identifying (A) the aggregate amount of any Principal
Prepayments included therein, (B) the aggregate of all scheduled payments of
principal included therein and (C) the Extra Principal Distribution Amount
(if
any);
(vi) the
amount of such distribution to Holders of each Class of Class A Certificates
and
Class M Certificates allocable to interest and the portion thereof, if any,
provided by the Swap Agreement and the amount of coverage remaining under either
credit enhancement;
(vii) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for each Class of Certificates (if any);
(viii) the
Pass-Through Rate for each Class of Class A Certificates and Class M
Certificates with respect to the current Accrual Period, and, if applicable,
whether such Pass-Through Rate was limited by the Net Rate Cap;
(ix) the
number and the aggregate of the Stated Principal Balance of (A) all of the
Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for the following
Distribution Date;
(x) the
Certificate Principal Balance or Certificate 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 in each
Loan
Group (A) Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy)
(1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or more
Delinquent, (B) in foreclosure and delinquent (1) 30 days Delinquent, (2) 60
days Delinquent and (3) 90 days or more Delinquent and (C) in bankruptcy and
delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days or
more Delinquent, in each case as of the close of business on the last day of
the
calendar month preceding such Distribution Date and separately identifying
such
information for the (1) first lien Mortgage Loans, (2) second lien Mortgage
Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan
Group;
(xii) the
amount of aggregate Advances included in the distribution on such Distribution
Date (including the general purpose of such Advances), the aggregate amount
of
unreimbursed Advances as of the end of the Due Period, and the general source
of
funds for reimbursements;
(xiii) the
amount of, if any, of excess cashflow or excess spread and the application
of
such excess cashflow;
(xiv) the
cumulative amount of Applied Realized Loss Amounts through the end of the
preceding month;
(xv) if
applicable, material modifications, extensions or waivers to Mortgage Loan
terms, fees, penalties or payments during the preceding calendar month or that
have become material over time;
(xvi) with
respect to any Mortgage Loan that was liquidated during the preceding calendar
month, the aggregate Stated Principal Balance of, and Realized Loss on, such
Mortgage Loans as of the close of business on the Determination Date preceding
such Distribution Date;
(xvii) the
total
number and principal balance of any real estate owned or REO Properties as
of
the close of business on the Determination Date preceding such Distribution
Date;
(xviii) the
three
month rolling average of the percent equivalent of a fraction, the numerator
of
which is the aggregate 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 close of business
on
the last day of the calendar month preceding such Distribution Date and
separately identifying such information for the (1) first lien Mortgage Loans,
and (2) Adjustable Rate Mortgage Loans;
(xix) the
Realized Losses during the related Prepayment Period and the cumulative Realized
Losses through the end of the preceding month;
(xx) whether
a
Trigger Event exists;
(xxi) the
amount of the distribution made on such Distribution Date to the Holders of
the
Class P Certificates allocable to Prepayment Charges;
(xxii) information
on loss, delinquency or other tests used for determining early amortization,
liquidation, stepdowns or other performance triggers and whether the trigger
was
met;
(xxiii) the
amount of the Prepayment Charges remitted by the Master Servicer and the amount
on deposit in the Reserve Fund;
(xxiv) updated
pool composition data including the following: weighted average mortgage rate
and weighted average remaining term;
(xxv) information
regarding any new issuance of securities backed by the same asset pool, any
pool
asset changes, such as additions or removals of Mortgage Loans from the Trust
Fund, if applicable; and
(xxvi) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the Trust
Fund.
The
Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan
selection criteria or procedures, as applicable, used to originate, acquire
or
select Mortgage Loans for the Trust Fund that it will notify the Securities
Administrator five calendar days before each Distribution Date, and if no such
notification occurs, the Securities Administrator has no obligation to report
with respect to (xxvi). The Depositor covenants to the Securities Administrator
that there will be no new issuance of securities backed by the same asset pool,
so the Securities Administrator will only be responsible in (xxv) above for
reporting any pool asset changes, such as additions or removals of Mortgage
Loans from the Trust Fund.
The
Securities Administrator may make the foregoing Monthly Statement (and, at
its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders via the Securities
Administrator’s internet website. The Securities Administrator’s internet
website shall initially be located at “xxx.xxxxxxxx.xxx”. Assistance in using
the website can be obtained by calling the Securities Administrator’s
transaction administrator desk at (000) 000-0000. Parties that are unable to
use
the above distribution options are entitled to have a paper copy mailed to
them
via first class mail by calling the customer service desk and indicating such.
The Securities Administrator may change the way Monthly Statements are
distributed in order to make such distributions more convenient or more
accessible to the above parties and the Securities Administrator shall provide
timely and adequate notification to all above parties regarding any such
changes. As a condition to access the Securities Administrator’s internet
website, the Securities Administrator may request registration and the
acceptance of a disclaimer. The Securities Administrator will not be liable
for
the dissemination of information in accordance with this Agreement.
(b) The
Securities Administrator’s responsibility for making the above information
available to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the parties providing the
information to the Securities Administrator. The Securities Administrator will
make available a copy of each statement provided pursuant to this Section 6.06
to each Rating Agency on its website at .
(c) Within
a
reasonable period of time after the end of each calendar year, the Securities
Administrator shall cause to be furnished upon request to each Person who at
any
time during the calendar year was a Certificateholder, a statement containing
the information (only with respect to principal and interest) set forth in
clauses (a)(v) and (a)(vi) of this Section 6.06 aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator pursuant to any
requirements of the Code as from time to time in effect.
(d) Upon
filing with the Internal Revenue Service, the Securities Administrator shall
furnish to the Holders of the Residual Certificates the applicable Form 1066
and
each applicable Form 1066Q and shall respond promptly to written requests made
not more frequently than quarterly by any Holder of a Residual Certificate
with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
Class of regular and residual interests created hereunder and on the Mortgage
Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield to
maturity used in computing the same;
(v) The
treatment of Realized Losses with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests or
bad
debt deductions claimed with respect to the Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 10.12.
Section
6.07 REMIC
Designations and REMIC Distributions.
(a) The
Securities Administrator on behalf of the Trustee shall elect that each of
REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be treated as
a
REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in
this
Agreement or in the administration of this Agreement shall be resolved in a
manner that preserves the validity of such REMIC elections. The assets of REMIC
I shall include the Mortgage Loans and all interest owing in respect of and
principal due thereon, the Distribution Account, the Master Servicer Collection
Account, the Protected Accounts, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve Fund,
any
Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Derivative Account and
any
rights or obligations in respect of the Derivative Administration Agreement).
The REMIC I Regular Interests shall constitute the assets of REMIC II. The
REMIC
II Regular Interests shall constitute the assets of REMIC III. The Class CE
Interest shall constitute the assets of REMIC IV. The Class P Interest shall
constitute the assets of REMIC V. The Class IO Interest shall constitute the
assets of REMIC VI.
(b) (1)On
each
Distribution Date, the following amounts with respect to Loan Group I, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests I-1-A through I-60-B or withdrawn from
the
Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(i) to
holders of each of the REMIC I Regular Interests I-1-A through I-60-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates.
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated to REMIC I Regular Interests
I-1-A through I-60-B, starting with the lowest numerical denomination, until
the
Uncertificated Principal Balance of each such REMIC I Regular Interest is
reduced to zero, provided that, for REMIC I Group I Regular Interests with
the
same numerical denomination, such payments of principal shall be allocated
pro
rata
between
such REMIC I Regular Interests.
(2) On
each
Distribution Date, the following amounts with respect to Loan Group II, in
the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interests II-1-A through II-60-B or withdrawn from
the Distribution Account and distributed to the Holders of the Class R-1
Certificates, as the case may be:
(iii) to
the
Holders of each of the REMIC I Regular Interests II-1-A through II-60-B,
pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates.
(iv) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
above, payments of principal shall be allocated as follows to REMIC I Regular
Interests II-1-A through II-60-B starting with the lowest numerical denomination
until the Uncertificated Principal Balance of each such REMIC I Regular Interest
is reduced to zero, provided that, for REMIC I Group II Regular Interests with
the same numerical denomination, such payments of principal shall be allocated
pro
rata
between
such REMIC I Regular Interests.
(3) On
each
Distribution Date, amounts representing Prepayment Charges on the Mortgage
loans
shall be deemed distributed to REMIC I Regular Interest P, provided that such
amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular
Interest P. On the Distribution Date immediately following the expiration of
the
latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
$100
shall be deemed distributed in respect of REMIC I Regular Interest P in
reduction of the Uncertificated Principal Balance thereof.
(c) (1)On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests 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 REMIC II Regular Interest IO, in an amount equal to (A) the
Uncertificated Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of the REMIC II Marker Allocation Percentage of the Interest Funds
remaining after the distributions pursuant to clause (i), to the holders of
each
REMIC II Regular Interest (other than REMIC II Regular Interests IO, 1-Sub,
1-Grp, 2-Sub, 2-Grp, XX and P), pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates. Amounts payable
as
Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
shall
be reduced when the REMIC II Overcollateralization Amount is less than the
REMIC
II Required Overcollateralization Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount, and such amount will be payable to the Holders of each REMIC II Regular
Interest for which a Class A Certificate or Class M Certificate is the
Corresponding Certificate in the same proportion as the Extra Principal
Distribution Amount is allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by such amount;
(iii) to
the
extent of the REMIC II Sub WAC Allocation Percentage of the Interest Funds
remaining after the distribution pursuant to clause (i), to the holders of
REMIC
II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular
Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest
XX, pro
rata,
an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(iv) to
the
holders of REMIC II Regular Interests (other than REMIC II Regular Interests
IO,
1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) in an amount equal to the REMIC II Marker
Allocation Percentage of the remainder of the Interest Funds and Principal
Funds
for both Loan Groups for such Distribution Date after the distributions made
pursuant to clauses (i), (ii) and (iii) above, allocated as
follows:
(A) 98%
of
such remainder to the holders of REMIC II Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the holders of each REMIC II Regular Interest for
which a Class A Certificate or Class M Certificate is the Corresponding
Certificate, in an aggregate amount equal to 1% of and in the same proportion
as
principal payments are allocated to the Corresponding Certificates for each
such
REMIC II Regular Interest, until the Uncertificated Principal Balances of such
REMIC II Regular Interests are reduced to zero; and second, to the holders
of
REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
such
REMIC II Regular Interest is reduced to zero; then
(C) any
remaining amount to the Holders of the Class R-2 Certificates;
(v) to
the
holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp,
REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC
II
Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation
Percentage of the remainder of the Interest Funds and Principal Funds for both
Loan Groups for such Distribution Date after the distributions made pursuant
to
clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated
Principal Balance of each REMIC II Regular Interest ending with the designation
“Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group; second, to each REMIC II Regular Interest
ending with the designation “Sub,” so that the Uncertificated Principal Balance
of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current aggregate Certificate Principal Balance of the Class
A Certificates related to such Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC II Regular Interests such that
the
REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
amount to REMIC II Regular Interest XX; and
(vi) to
the
holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed
on REMIC I Regular Interest P.
(d) On
each
Distribution Date, an amount equal to the amounts distributed pursuant to
Sections 6.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed
from REMIC III to REMIC IV in respect of the Class CE Distribution Amount
distributable to the Class CE Interest.
(e) 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.
(f) On
each
Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect
of
the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI
to
the Swap Administrator for deposit into the Swap Account.
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-5. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
|
Class
|
|
Minimum
Denomination
|
|
Integral
Multiple in Excess of Minimum
|
|
Original
Certificate Principal Balance or Notional Amount
|
||||
|
A-1
|
$
|
100,000
|
$
|
1.00
|
$
|
183,843,000.00
|
||||
|
A-2
|
$
|
100,000
|
$
|
1.00
|
$
|
94,107,000.00
|
||||
|
A-3
|
$
|
100,000
|
$
|
1.00
|
$
|
26,790,000.00
|
||||
|
II-A
|
$
|
100,000
|
$
|
1.00
|
$
|
264,889,000.00
|
||||
|
M-1
|
$
|
100,000
|
$
|
1.00
|
$
|
27,751,000.00
|
||||
|
M-2
|
$
|
100,000
|
$
|
1.00
|
$
|
25,560,000.00
|
||||
|
M-3
|
$
|
100,000
|
$
|
1.00
|
$
|
15,336,000.00
|
||||
|
M-4
|
$
|
100,000
|
$
|
1.00
|
$
|
12,780,000.00
|
||||
|
M-5
|
$
|
100,000
|
$
|
1.00
|
$
|
12,780,000.00
|
||||
|
M-6
|
$
|
100,000
|
$
|
1.00
|
$
|
11,685,000.00
|
||||
|
M-7
|
$
|
100,000
|
$
|
1.00
|
$
|
10,954,000.00
|
||||
|
M-8
|
$
|
100,000
|
$
|
1.00
|
$
|
10,224,000.00
|
||||
|
M-9
|
$
|
100,000
|
$
|
1.00
|
$
|
7,303,000.00
|
||||
|
M-10
|
$
|
100,000
|
$
|
1.00
|
$
|
7,303,000.00
|
||||
|
CE
|
10
|
%
|
1%
|
|
$
|
730,293,736.24(1
|
)
|
|||
|
P
|
100
|
%
|
N/A
|
$
|
100.00
|
|||||
|
R-1
|
100
|
%
|
N/A
|
N/A
|
||||||
|
R-2
|
100
|
%
|
N/A
|
N/A
|
||||||
|
R-3
|
100
|
%
|
N/A
|
N/A
|
||||||
|
RX
|
100
|
%
|
N/A
|
N/A
|
||||||
(1)
This is
a Notional Amount.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Securities Administrator 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 Securities
Administrator shall bind the Securities Administrator, 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 Securities Administrator
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 Securities Administrator
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 Securities
Administrator 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
Securities Administrator 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 Securities Administrator
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration
of
Transfer of any Certificate, the Securities Administrator shall authenticate
and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and of like aggregate Percentage
Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever
any
Certificates are so surrendered for exchange, the Securities Administrator
shall
execute, authenticate, and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by
a
written instrument of Transfer in form satisfactory to the Securities
Administrator duly executed by the Holder thereof or his attorney duly
authorized in writing
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
Transfer or exchange of Certificates may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Securities Administrator in
accordance with the Securities Administrator customary procedures.
(b) Subject
to Subsection 7.07 and, in the case of any Global Certificate or Private
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Securities Administrator maintained for such purpose, the
Securities Administrator shall sign, countersign and shall deliver, in the
name
of the designated transferee or transferees, a new Certificate of a like Class
and aggregate Percentage Interest, but bearing a different number.
(c) Subject
to Subsection 7.02(g), so long as a Global Certificate of such Class is
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in such Global Certificate, or transfers by Holders of
Individual Certificates of such Class to transferees that take delivery in
the
form of beneficial interests in the Global Certificate, may be made only in
accordance with this Subsection 7.02(c) and in accordance with the rules of
the
Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Securities Administrator shall register such transfer only upon compliance
with
the provisions of Subsection 7.02(h).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Securities Administrator shall register such transfer only upon
compliance with the provisions of Subsection 7.02(h).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Securities Administrator shall register such transfer if
the
transferee has provided the Securities Administrator with a Rule 144A and
Related Matters Certificate or comparable evidence as to its QIB
status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A and Related Matters Certificate as are sufficient to establish that it
is a
QIB.
(d) Subject
to Subsection 7.02(g), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such
Class, an exchange of an Individual Certificate or Certificates of a Class
for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding
and
is held by or on behalf of the Depository) may be made only in accordance with
this Subsection 7.02(d) and in accordance with the rules of the
Depository:
(i) A
Holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
Holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Securities Administrator a Rule
144A and Related Matters Certificate or comparable evidence as to its QIB
status.
(iii) A
Holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(e) (i)Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Securities Administrator 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 Securities Administrator shall (or shall request the Depository
to)
endorse on the schedule affixed to such Global Certificate (or on a continuation
of such schedule affixed to such Global Certificate and made a part thereof)
or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of another
Individual Certificate or of a beneficial interest in a Global Certificate
shall
bear the applicable legends set forth in Exhibit A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this Section 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 of the Securities Administrator, or at the office of any transfer agent,
together with an executed instrument of assignment and transfer satisfactory
in
form and substance to the Securities Administrator 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 Securities
Administrator 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 Securities Administrator shall,
within five Business Days of such request made at the Corporate Trust Office
of
the Securities Administrator, sign, countersign and deliver at the Corporate
Trust Office of the Securities Administrator, 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 of the Securities Administrator by the registered Holder in person,
or by
a duly authorized attorney-in-fact.
(h) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities Act
and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Trustee and
the Securities Administrator in writing the facts surrounding the Transfer
by
(x)(i) the delivery to the Securities Administrator by the Certificateholder
desiring to effect such transfer of a certificate substantially in the form
set
forth in Exhibit D (the “Transferor Certificate”) and (ii) the delivery by the
Certificateholder’s prospective transferee of (A) a letter in substantially the
form of Exhibit E (the “Investment Letter”) if the prospective transferee is an
Institutional Accredited Investor or (B) a letter in substantially the form
of
Exhibit F (the “Rule 144A and Related Matters Certificate”) if the prospective
transferee is a QIB or (y) there shall be delivered to the Securities
Administrator an Opinion of Counsel addressed to the Trustee and the Securities
Administrator 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 Securities Administrator, the Sellers, the Master Servicer or
the
Trustee. Notwithstanding the provisions of the immediately preceding sentence,
no restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form of a
beneficial interest in the Global Certificate of such Class provided that each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient
to
establish that it is a QIB. The Depositor shall provide to any Holder of a
Private Certificate and any prospective transferee designated by any such
Holder, information regarding the related Certificates and the Mortgage Loans
and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee, the Securities
Administrator and the Master Servicer shall cooperate with the Depositor in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Securities
Administrator, the Depositor, the Sellers and the Master Servicer against any
liability that may result if the Transfer is not so exempt or is not made in
accordance with such federal and state laws.
Prior
to
the termination of the Supplemental Interest Trust, no Transfer of a Class
A
Certificate or Class M Certificate shall be made unless either (i) the
Securities Administrator shall have received a representation from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Securities Administrator, to the effect that such transferee
is not an employee benefit plan subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code (either a “Plan”), or a Person acting on
behalf of a Plan or using the assets a Plan, or (ii) the transferee provides
a
representation, or is deemed to represent in the case of the Global Certificate
that (A) such plan is an accredited investor within the meaning of the Exemption
and (B) the proposed transfer or holding of such Certificate are eligible for
exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14,
PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
a Class M Certificate (other than a Class M-10 Certificate) or any interest
therein shall be deemed to have represented, by virtue of its acquisition or
holding of that certificate or interest therein, that either (a)(i) it is not
a
Plan or investing with “Plan Assets”, (ii) it has acquired and is holding such
certificate in reliance on the Exemption, and that it understands that there
are
certain conditions to the availability of the Exemption, including that the
certificate must be rated, at the time of purchase, not lower than “BBB-” (or
its equivalent) by S&P, Fitch or Xxxxx’x, and the certificate is so rated or
(iii) (1) it is an insurance company, (2) the source of funds used to acquire
or
hold the certificate or interest therein is an “insurance company general
account,” as such term is defined in PTCE 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.
Neither
the Trustee, the Securities Administrator nor the Master Servicer will be
required to monitor, determine or inquire as to compliance with the transfer
restrictions with respect to the Global Certificates. Any attempted or purported
transfer of any Certificate in violation of the provisions of this Section
7.02
shall be void ab initio and such Certificate shall be considered to have been
held continuously by the prior permitted Certificateholder. Any transferor
of
any Certificate in violation of such provisions, shall indemnify and hold
harmless the Trustee, the Securities Administrator and the Master Servicer
from
and against any and all liabilities, claims, costs or expenses incurred by
the
Trustee, the Securities Administrator or the Master Servicer as a result of
such
attempted or purported transfer. Neither the Trustee, the Securities
Administrator nor the Master Servicer shall have any liability for transfer
of
any such Global Certificates in or through book-entry facilities of any
Depository or between or among Depository Participants or Certificate Owners
made in violation of the transfer restrictions set forth herein.
No
Transfer of a Class M-10, Class CE, Class P or Residual Certificate shall be
made unless either (i) the transferee of such Certificate provides a
representation, or is deemed to represent in the case of a Global Certificate,
to the Securities Administrator acceptable to and in form and substance
satisfactory to the Securities Administrator, to the effect that such transferee
is not a Plan, or a Person acting on behalf of a Plan or using the assets of
a
Plan, or (ii) in the case of any such Certificate presented for registration
in
the name of a Plan, or a trustee of a Plan or any other person acting on behalf
of a Plan, the Securities Administrator shall have received an Opinion of
Counsel for the benefit of the Trustee, the Securities Administrator and the
Master Servicer and on which they may rely, satisfactory to the Securities
Administrator, to the effect that the purchase and holding of such Certificate
are permissible under applicable law, will not result in any prohibited
transactions under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Master Servicer, the Securities Administrator 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, the Securities Administrator or the Depositor, or (iii) in the case
of
a Class M-10 Certificate, the transferee provides a representation, or is deemed
to represent in the case of the Global Certificate, or an Opinion of Counsel
to
the effect that the proposed transfer or holding of such Class M-10 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 PTCE
84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (II) will not give
rise to any obligation on the part of the Depositor, the Master Servicer, the
Securities Administrator or the Trustee in addition to those expressly
undertaken in this Agreement. Neither the Trustee, the Securities Administrator
nor the Master Servicer shall be required to monitor, determine or inquire
as to
compliance with the transfer restrictions with respect to any Private
Certificate that is a Book-Entry Certificate, and neither the Trustee, the
Securities Administrator 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, the Securities Administrator nor the Master
Servicer shall be under any liability to any Person for any registration of
transfer of any Private Certificate that is in fact not permitted by this
Section 7.02(h) or for making any payments due on such Certificate to the Holder
thereof or taking any other action with respect to such Holder under the
provisions of this Agreement. The Securities Administrator shall be entitled,
but not obligated, to recover from any Holder of any Private Certificate that
was in fact a Plan or a Person acting on behalf of a Plan at the time it became
a Holder or, at such subsequent time as it became a Plan or Person acting on
behalf of a Plan, all payments made on such Private Certificate at and after
either such time. Any such payments so recovered by the Securities Administrator
shall be paid and delivered by the Securities Administrator to the last
preceding Holder of such Certificate that is not a Plan or Person acting on
behalf of a Plan.
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 Securities
Administrator 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 Securities Administrator shall not
register the Transfer of any Residual Certificate unless, in addition to the
certificates required to be delivered to the Securities Administrator under
subparagraph (b) above, the Securities Administrator 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(i) shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 7.02(i), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. Neither the Securities Administrator nor the Trustee shall be
under
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 7.02(h) and this Section
7.02(i) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the Transfer was registered after receipt of the
related Transfer Affidavit. The Securities Administrator 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 Securities Administrator shall be paid and
delivered by the Securities Administrator to the last preceding Permitted
Transferee of such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Securities Administrator, 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(i) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Securities Administrator of an Opinion of Counsel addressed
to
the Securities Administrator, which Opinion of Counsel shall not be an expense
of the Securities Administrator, the Trustee, the Sellers or the Master Servicer
to the effect that the elimination of such restrictions, or any Transfer allowed
by the elimination of such restrictions, will not cause REMIC I, REMIC II,
REMIC
III, REMIC IV, REMIC V or REMIC VI, as applicable, to fail to qualify as a
REMIC
at any time that the Certificates are outstanding or result in the imposition
of
any tax on the Trust Fund, a Certificateholder or another Person. Each Person
holding or acquiring any Ownership Interest in a Residual Certificate hereby
consents to any amendment of this Agreement that, based on an Opinion of Counsel
addressed to the Securities Administrator and furnished to the Securities
Administrator, 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.
(i) 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 Securities
Administrator, the Trustee, the Depositor, the Sellers or the Master
Servicer.
Section
7.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Securities Administrator, or
the
Securities Administrator receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and of the ownership thereof
and
(b) there is delivered to the Securities Administrator such security or
indemnity as may be required by them to save the Securities Administrator and
the Trustee harmless, then, in the absence of notice to the Securities
Administrator that such Certificate has been acquired by a bona fide purchaser,
the Securities Administrator shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest.
In
connection with the issuance of any new Certificate under this Section 7.03,
the
Securities Administrator may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and
any other expenses (including the fees and expenses of the Securities
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section 7.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time. All Certificates
surrendered to the Securities Administrator under the terms of this Section
7.03
shall be canceled and destroyed by the Securities Administrator in accordance
with its standard procedures without liability on its part.
Section
7.04 Persons
Deemed Owners.
The
Securities Administrator or the Trustee and any agent of the Securities
Administrator or 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 Securities Administrator nor the Trustee nor any
agent of the Securities Administrator 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
Securities Administrator, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor or the Master Servicer shall request such information in writing
from
the Securities Administrator, then the Securities Administrator shall, within
ten Business Days after the receipt of such request, provide the Depositor,
the
Master Servicer or such Certificateholders at such recipients’ expense the most
recent list of the Certificateholders of the Trust Fund held by the Securities
Administrator, if any. The Depositor and every Certificateholder, by receiving
and holding a Certificate, agree that the Securities Administrator shall not
be
held accountable by reason of the disclosure of any such information as to
the
list of the Certificateholders hereunder, regardless of the source from which
such information was derived.
Section
7.06 Book-Entry
Certificates.
The
Regular Certificates (other than the M-10, Class CE and Class P Certificates),
upon original issuance, shall be issued in the form of one or more typewritten
Certificates representing the Book-Entry Certificates, to be delivered to the
Depository by or on behalf of the Depositor. Such Certificates shall initially
be registered on the Certificate Register in the name of the Depository or
its
nominee, and no Certificate Owner of such Certificates will receive a definitive
certificate representing such Certificate Owner’s interest in such Certificates,
except as provided in Section 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, the Trustee and the Securities Administrator may deal with the
Depository and the Depository Participants for all purposes (including the
making of distributions) as the authorized representative of the respective
Certificate Owners of such Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Securities
Administrator except to another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 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
Securities Administrator may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
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 Securities Administrator cause such Class to become
Global Certificates, the Depositor (with the assistance of the Securities
Administrator) 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Depositor is unable to locate a qualified successor or
(b)
the Depositor, with the consent of Depository Participants, advises the
Securities Administrator that it elects to terminate the book-entry system
with
respect to such Certificates through the Depository, then the Securities
Administrator shall notify all Certificate Owners of such Certificates, through
the Depository, of the occurrence of any such event and of the availability
of
Definitive Certificates to applicable Certificate Owners requesting the same.
The Depositor shall provide the Securities Administrator with an adequate
inventory of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon surrender to the Securities Administrator of any such
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Securities Administrator shall countersign
and deliver such Definitive Certificates. Neither the Depositor nor the
Securities Administrator shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Securities Administrator to exchange or cause the exchange of the
Certificate Owner’s interest in such Class of Certificates for an equivalent
Voting Right in fully registered definitive form. Upon receipt by the Securities
Administrator of instructions from the Depository directing the Securities
Administrator to effect such exchange (such instructions to contain information
regarding the Class of Certificates and the Certificate Principal Balance being
exchanged, the Depository Participant account to be debited with the decrease,
the registered Holder of and delivery instructions for the definitive
Certificate, and any other information reasonably required by the Securities
Administrator), (i) the Securities Administrator shall instruct the Depository
to reduce the related Depository Participant’s account by the aggregate
Certificate Principal Balance of the definitive Certificate, (ii) the Securities
Administrator shall execute, authenticate and deliver, in accordance with the
registration and delivery instructions provided by the Depository, a definitive
Certificate evidencing such Certificate Owner’s Voting Rights in such Class of
Certificates and (iii) the Securities Administrator shall execute and
authenticate a new Book-Entry Certificate reflecting the reduction in the
Certificate Principal Balance of such Class of Certificates by the amount of
the
definitive Certificates.
Section
7.09 Maintenance
of Office or Agency.
The
Securities Administrator will maintain or cause to be maintained at its expense
an office or offices or agency or agencies located at LaSalle Bank National
Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attn:
Global Securities and Trust Services Group - Bear Xxxxxxx Asset Backed
Securities I LLC 2006-HE4, where Certificates may be surrendered for
registration of transfer or exchange. The Securities Administrator initially
designates its Corporate Trust Office, as the office for such purposes. The
Securities Administrator will give prompt written notice to the
Certificateholders of any change in such location of any such office or
agency.
ARTICLE
VIII
THE
DEPOSITOR, THE COMPANY AND THE MASTER SERVICER
Section
8.01 Liabilities
of the Depositor, the Company and the Master Servicer.
Each
of
the Depositor, the Company 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, the Company and the Master Servicer will keep in full force
and
effect its existence, rights and franchises as a limited liability company
under
the laws of the state of its formation, a corporation under the laws of the
state of its incorporation or as a national banking association under federal
law, as applicable, 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, the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor, the Company or the Master Servicer shall
be a party, or any Person succeeding to the business of the Depositor, the
Company or the Master Servicer, shall be the successor of the Depositor, the
Company 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, the Master Servicer and the Securities
Administrator.
(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 (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 affected Indemnified Person shall have given the Master
Servicer and EMC written notice thereof promptly after such Person shall have
with respect to such claim or legal action knowledge thereof; provided, however
that the failure to give such notice shall not relieve the Master Servicer
of
its indemnification obligations hereunder except to the extent the Master
Servicer is prejudiced thereby. This indemnity shall survive the resignation
or
removal of the Trustee, Master Servicer or the Securities Administrator and
the
termination of this Agreement.
(b) The
Company agrees to indemnify the Indemnified Persons and to hold them harmless
from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
fees
and expenses that the Indemnified Persons may sustain in any way related to
the
failure of the Company to perform in any way its duties hereunder and service
the EMC Mortgage Loans in strict compliance with the terms of this Agreement
and
for breach of any representation or warranty of the Company contained herein.
The Company shall immediately notify the Master Servicer and the Trustee if
a
claim is made by a third party with respect to this Agreement or the EMC
Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee
and with counsel reasonably satisfactory to the Master Servicer and 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, provided that any failure to notify by the Company shall not limit
its obligations hereunder. The Company 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) EMC
will
indemnify any Indemnified Person for any loss, liability or expense of any
Indemnified Person not otherwise paid or covered pursuant to Subsection (b)
above. Such indemnification shall survive termination of this Agreement.
Section
8.04 Limitations
on Liability of the Depositor, the Master Servicer and Others.
(a) Subject
to the obligation of the Sponsor, the Company and the Master Servicer to
indemnify the Indemnified Persons pursuant to Section 8.03, neither the
Depositor, the Company, the Master Servicer nor any of the directors, officers,
employees or agents of the Depositor, the Company 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
Company, 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 Company, the Master Servicer and any director, officer, employee
or agent of the Depositor, the Company 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 Company, the Master Servicer, the Securities Administrator,
the
Trustee, the Custodian, LaSalle Bank National Association in its individual
capacity and any director, officer, employee or agent of the Depositor, the
Company, the Master Servicer, the Securities Administrator, the Trustee and
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, or
the
performance of its obligations under, this Agreement, the Assignment Agreement,
the Custodial Agreement, the Certificates or Servicing Agreements, other than
(i) in the case of the Company, the Master Servicer or the Securities
Administrator, any such loss, liability or expense related to the Company’s or
the Master Servicer’s or Securities Administrator’s failure to perform its
respective duties in compliance with this Agreement or (ii) in the case of
the
Company, the Master Servicer or the Securities Administrator, any such loss,
liability or expense incurred by reason of the Company’s or the Master
Servicer’s or the Securities Administrator’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 or under the Custodial
Agreement, as applicable, (iii) in the case of the Trustee, any such loss,
liability or expense incurred by reason of the Trustee’s willful misfeasance,
bad faith or negligence in the performance of its duties hereunder, or by reason
of its reckless disregard of obligations and duties hereunder and (iv) in the
case of the Custodian, any such loss, liability or expense incurred by reason
of
such Custodian’s willful misfeasance, bad faith or negligence in the performance
of its duties under the Custodial Agreement, or by reason of its reckless
disregard of obligations and duties thereunder. Such indemnification shall
survive termination of this Agreement.
(d) Neither
the Depositor, the Company 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, 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. In such event, the legal expenses
and costs of such action and any liability resulting therefrom (except any
loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder) shall be expenses, costs and
liabilities of the Trust Fund, and the Master Servicer shall be entitled to
be
reimbursed therefor out of the Master Servicer Collection Account as provided
by
Section 5.02. Nothing in this Subsection 8.04(d) shall affect the Master
Servicer’s obligation to master service the Mortgage Loans pursuant to Section
4.01.
(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.
(f) The
Master Servicer shall not be liable for any acts or omissions of the Company
or
the Servicers.
(g) The
Master Servicer may perform any of its duties hereunder or exercise its rights
hereunder either directly of through Affiliates, agents or
attorneys.
Section
8.05 Master
Servicer and Company Not to Resign.
(a) 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 consent
of
the Trustee (which
consent shall not be unreasonably withheld or delayed)
or (ii)
upon a determination that any such duties hereunder are no longer permissible
under applicable law and such impermissibility cannot be cured. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel, addressed to and delivered to, the Trustee.
No such resignation by the Master Servicer shall become effective until the
Trustee or a successor to the Master Servicer reasonably satisfactory to the
Trustee shall have assumed the responsibilities and obligations of the Master
Servicer in accordance with Section 9.02 hereof. The Trustee shall notify each
Rating Agency of the resignation of the Master Servicer.
(b) The
Company shall not resign from the obligations and duties hereby imposed on
it
except (i) upon the assignment of its servicing duties with respect to all
or a
portion of the EMC Mortgage Loans to an institution that is a Xxxxxx Xxx and
Freddie Mac approved seller/servicer in good standing that has a net worth
of
not less than $10,000,000 and with the prior written consent of the Master
Servicer (which consent shall not be unreasonably withheld or delayed) or (ii)
upon the determination that its duties hereunder are no longer permissible
under
applicable law and such incapacity cannot be cured by the Company. Any
determination permitting the resignation of the Company shall be evidenced
by an
Opinion of Counsel to such effect addressed to and delivered, to the Master
Servicer and the Trustee which Opinion of Counsel shall be in form and substance
acceptable to the Master Servicer and the Trustee. No appointment of a successor
to the Company shall be effective hereunder unless (a) the Rating Agencies
have
confirmed in writing that such appointment will not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, (b) such successor shall have represented that it is meets the
eligibility criteria set forth in clause (i) above and (c) such successor has
agreed to assume the obligations of the Company hereunder to the extent of
the
EMC Mortgage Loans to be serviced by such successor The Company shall provide
a
copy of the written confirmation of the Rating Agencies and the agreement
executed by such successor to the Master Servicer and the Trustee. No such
resignation shall become effective until a qualified successor or the Master
Servicer shall have assumed the Company’s responsibilities and obligations
hereunder. The Company shall notify the Master Servicer, the Trustee and the
Rating Agencies of the resignation of the Company or the assignment of all
or a
portion of its servicing duties hereunder in accordance with this Section
8.05.
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, EMC or the Trustee may make
such arrangements for the compensation of such successor master servicer out
of
payments on the Mortgage Loans as EMC or the Trustee and such successor master
servicer shall agree. If the successor master servicer does not agree that
such
market value is a fair price, such successor master servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single family mortgage loans. In no event shall the compensation of any
successor master servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.
Section
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 and EMC may terminate the Master Servicer without
cause and select a new Master Servicer; provided, however, that: (i) the
purchaser or transferee accepting such assignment and delegation (a) shall
be a
Person which shall be qualified to service mortgage loans for Xxxxxx Xxx or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless
otherwise approved by each Rating Agency pursuant to clause (ii) below) and
meets the eligibility requirements herein to serve as Master Servicer and
Securities Administrator; (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 responsibility covenant
and
condition of the Master Servicer and the Securities Administrator 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.
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 Securities Administrator any
amounts received or collected by the Master Servicer in respect of the Mortgage
Loans and required to be remitted by it hereunder (other than any Advance),
which failure shall continue unremedied for one Business Day after the date
on
which written notice of such failure shall have been given to the Master
Servicer by the Trustee or the Depositor, or to the Trustee and the Master
Servicer by the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates;
(ii) any
failure by the Master Servicer to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Master Servicer
contained in this Agreement or any breach of a representation or warranty by
the
Master Servicer, which failure or breach shall continue unremedied for a period
of 60 days after the date on which written notice of such failure shall have
been given to Master Servicer by the Trustee or the Depositor, or to the Trustee
and the Master Servicer by the Holders of Certificates evidencing not less
than
25% of the Voting Rights evidenced by the Certificates;
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer;
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations;
(vi) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 8.05 or 8.07;
(vii) The
Master Servicer fails to deposit, or cause to be deposited, in the Distribution
Account any Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New
York
City time on the first Business Day preceding the Distribution Date;
or
(viii) failure
by the Master Servicer to duly perform, within the required time period, its
obligations under Sections 3.15, 3.16 or 3.18 which failure continues unremedied
at the end of the cure period set forth under such Sections.
If
an
Event of Default shall occur, then, and in each and every such case, so long
as
such Event of Default shall not have been remedied, the Trustee may, and at
the
direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates, the Trustee shall in the case
of
any Event of Default described in clauses (i) through (vii) above, by notice
in
writing to the Master Servicer and the Swap Provider (with a copy to each Rating
Agency), terminate all of the rights and obligations (but not the liabilities)
of the Master Servicer (and the Securities Administrator if the Master Servicer
and the Securities Administrator are the same entity) 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 (and, if
applicable, the Securities Administrator) hereunder, whether with respect to
the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee, or
any
successor Master Servicer appointed pursuant to Section 9.02 (a “Successor
Master Servicer” and, if applicable, “Successor Securities Administrator”). 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 and, if applicable, the terminated Securities Administrator,
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 and, if applicable, the
Securities Administrator agrees to cooperate with the Trustee in effecting
the
termination of the Master Servicer’s and, if applicable, the Securities
Administrator’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 Master Servicer Collection
Account maintained pursuant to Section 5.02, or thereafter be received with
respect to the applicable Mortgage Loans. The Trustee shall promptly notify
the
Rating Agencies of the occurrence of an Event of Default actually known to
a
Responsible Officer of 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 Section 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, 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 9.02 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 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
the Company shall have the right to select a successor Master Servicer;
provided, further, 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 indemnification that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses
of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding
the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if
it
is prohibited by applicable law from making Advances pursuant to Article 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 Freddie 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 or the related Servicing Agreement with respect to which the
Company or the original Servicer has been terminated as servicer, and shall
have
executed and delivered to the Depositor and the Trustee an agreement accepting
such delegation and assignment, that contains an assumption by such Person
of
the rights, powers, duties, responsibilities, obligations and liabilities of
the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 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 and the Securities Administrator 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 master servicing, including, without limitation, all costs and
expenses associated with the complete transfer of all master servicing data
and
the completion, correction or manipulation of such master servicing data as
may
be required by the Trustee to correct any errors or insufficiencies in the
master servicing data or otherwise to enable the Trustee or the Successor Master
Servicer to master service the Mortgage Loans properly and effectively, to
the
extent not previously paid by the terminated Master Servicer, shall be payable
to the Trustee pursuant to Section 10.05.
Section
9.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders and to each
Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders and the Swap Provider notice of each such Event
of Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured or waived.
Section
9.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
within 60 days after the occurrence of any Event of Default actually known
to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default hereunder known to the Trustee.
The
Holders of Certificates evidencing not less than 51% of the Voting Rights may,
on behalf of all Certificateholders, waive any default by the Master Servicer
in
the performance of its obligations hereunder and the consequences thereof,
except a default in the making of or the causing to be made of any required
remittances to the Securities Administrator. 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.
| Section 9.05 |
Company
Default.
|
In
case
one or more of the following events of default by the Company (each, a “Company
Default”) shall occur and be continuing, that is to say:
(i) any
failure by the Company to remit to the Master Servicer any payment required
to
be made under the terms of this Agreement on any Remittance Date;
or
(ii) failure
on the part of the Company duly to observe or perform in any material respect
any other of the covenants or agreements (other than Sections 3.15, 3.16 or
3.18) on the part of the Company set forth in this Agreement, the breach of
which has a material adverse effect and which continue unremedied for a period
of sixty days (except that such number of days shall be fifteen in the case
of a
failure to pay any premium for any insurance policy required to be maintained
under this Agreement and such failure shall be deemed to have a material adverse
effect) after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Company by the Master
Servicer; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Company and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty days;
or
(iv) the
Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
of
assets and liabilities or similar proceedings of or relating to the Company
or
of or relating to all or substantially all of its property; or
(v) the
Company shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) the
Company attempts to assign its right to servicing compensation hereunder or
the
Company attempts to sell or otherwise dispose of all or substantially all of
its
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof except
as
otherwise permitted herein; or
(vii) the
Company ceases to be qualified to transact business in any jurisdiction where
it
is currently so qualified, but only to the extent such non-qualification
materially and adversely affects the Company’s ability to perform its
obligations hereunder; or
(viii) failure
by the Company to duly perform, within the required time period, its obligations
under Section 3.15, Section 3.16 or Section 3.18;
then,
and
in each and every such case, so long as a Company Default shall not have been
remedied or the Master Servicer, by notice in writing to the Company may, in
addition to whatever rights the Master Servicer and the Trustee on behalf of
the
Certificateholders may have under Section 8.03 and at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Company under this Agreement and in and to the EMC
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. On or after the receipt by the Company of such written notice, all
authority and power of Company under this Agreement, whether with respect to
the
EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master
Servicer after a transition period (not to exceed 90 days). Upon written request
from the Master Servicer, the Company shall prepare, execute and deliver, any
and all documents and other instruments, place in the Master Servicer’s
possession all Mortgage Files relating to the EMC Mortgage Loans, and do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the EMC Mortgage Loans and related documents,
or
otherwise, at the Company’s sole expense. The Company agrees to cooperate with
the Master Servicer in effecting the termination of the Company’s
responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to its Protected Account or Escrow
Account or thereafter received with respect to the EMC Mortgage Loans or any
related REO Property.
The
costs
and expenses of the Master Servicer in connection with the termination of the
Company, appointment of a successor to the Company, and, if applicable, any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Master Servicer or other successor to the Company to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Master Servicer
or such successor to service the related Mortgage Loans properly and
effectively, to the extent not previously paid by the terminated Company, shall
be payable to the Master Servicer or such successor pursuant to Section
5.07.
| Section 9.06 |
Waiver
of Company Defaults.
|
The
Master Servicer may waive only by written notice any default by the Company
in
the performance of its obligations hereunder and its consequences. Upon any
such
waiver of a past default, such default shall cease to exist, and any Company
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived in writing.
ARTICLE
X
CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section
10.01 Duties
of Trustee and the Securities Administrator.
(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, and the Securities
Administrator each undertake to perform such duties and only such duties as
are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. If 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 or the Securities Administrator pursuant to any
provision of this Agreement, the Trustee or the Securities Administrator,
respectively, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee or
the
Securities Administrator shall be responsible for the accuracy or content of
any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or pursuant to any provision of
this
Agreement; provided, further, that neither the Trustee nor the Securities
Administrator 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 Securities Administrator shall make monthly distributions
and the final distribution to the Certificateholders from funds in the
Distribution Account as provided in Sections 6.04 and 11.01 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own
negligent failure to act or its own 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 with respect to the Trustee
and
at all times with respect to the Securities Administrator, the duties and
obligations of the Trustee and the Securities Administrator shall be determined
solely by the express provisions of this Agreement, neither the Trustee nor
the
Securities Administrator shall 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 or the Securities Administrator and, in the absence of
bad
faith on the part of the Trustee or the Securities Administrator, the Trustee
or
the Securities Administrator, respectively, 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 or the Securities
Administrator and conforming to the requirements of this Agreement;
(ii) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for an error of judgment made in good faith by a Responsible Officer
or
Responsible Officers of the Trustee or the Securities Administrator,
respectively, unless it shall be proved that the Trustee or the Securities
Administrator, respectively, was negligent in ascertaining the pertinent
facts;
(iii) Neither
the Trustee nor the Securities Administrator shall be liable with respect to
any
action taken, suffered or omitted to be taken by it in good faith 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 the Securities Administrator, respectively, or exercising any
trust or other power conferred upon the Trustee or the Securities Administrator,
respectively, under this Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee shall have actual knowledge thereof. In the absence of such knowledge,
the Trustee may conclusively assume there is no such default or Event of
Default;
(v) Neither
the Trustee nor the Securities Administrator shall be in any way liable by
reason of any insufficiency in any Account held by or in the name of the Trustee
or Securities Administrator, as applicable unless it is determined by a court
of
competent jurisdiction in a non-appealable judgment that the Trustee’s or the
Securities Administrator’s, as applicable, negligence or willful misconduct was
the primary cause of such insufficiency (except to the extent that the Trustee
or the Securities Administrator is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
or the Securities Administrator be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee or the Securities Administrator, respectively,
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(vii) None
of
the Securities Administrator, the Master Servicer, the Seller, the Depositor,
the Trustee or the Custodians shall be responsible for the acts or omissions
of
the other, it being understood that this Agreement shall not be construed to
render them partners, joint venturers or agents of one another.
Neither
the Trustee nor the Securities Administrator shall be required to expend or
risk
its own funds or otherwise incur 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 or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer or
the
Company hereunder or the Servicer under the related Servicing Agreement. The
Trustee is here by authorized and directed to enter into the Assignment
Agreements.
The
Trustee may appoint any designee, with such designee’s consent, to enforce the
rights and remedies of the Trust Fund hereunder.
(e) All
funds
received by the Securities Administrator and required to be deposited in the
Distribution Account pursuant to this Agreement will be promptly so deposited
by
the Securities Administrator.
Section
10.02 Certain
Matters Affecting the Trustee and the Securities Administrator.
(a) Except
as
otherwise provided in Section 10.01:
(i) The
Trustee and the Securities Administrator may rely and shall be protected in
acting or refraining from acting in reliance on any resolution or certificate
of
the Depositor, the Company or the Master Servicer or the related 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 and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;
(iii) Neither
the Trustee nor the Securities Administrator shall be under any obligation
to
exercise any of the trusts or powers vested in it by this Agreement, other
than
its obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee or the Securities Administrator, as applicable, security or indemnity
reasonable to it against the costs, expenses and liabilities which may be
incurred therein or thereby. Nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of 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) Neither
the Trustee nor the Securities Administrator shall be liable in its individual
capacity for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Neither
the Trustee nor the Securities Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do
so
by Holders of Certificates evidencing not less than 25% of the aggregate Voting
Rights of the Certificates and provided that the payment within a reasonable
time to the Trustee or the Securities Administrator, as applicable, of the
costs, expenses or liabilities likely to be incurred by it in the making of
such
investigation is, in the opinion of the Trustee or the Securities Administrator,
as applicable, reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms of
this Agreement. The Trustee or the Securities Administrator 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 and the Securities Administrator 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 other than the Securities Administrator 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. Neither the Trustee
nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee’s or the Securities
Administrator’s agents or attorneys or paying agent appointed hereunder by the
Trustee or the Securities Administrator with due care and, when required, with
the consent of the Master Servicer;
(vii) Should
the Trustee or the Securities Administrator deem the nature of any action
required on its part to be unclear or ambiguous, the Trustee or the Securities
Administrator, respectively, may require prior to such action that it be
provided by the Depositor with reasonable further instructions; the right of
the
Trustee or the Securities Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and neither
the
Trustee nor the Securities Administrator shall be accountable for other than
its
negligence or willful misconduct in the performance of any such
act;
(viii) Neither
the Trustee nor the Securities Administrator shall 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) Neither
the Trustee nor the Securities Administrator shall 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
Securities Administrator is hereby directed by the Depositor to execute and
deliver the Derivative Administration Agreement (and any amendments or
supplements to the Derivative Administration Agreement as may be requested
by
the Majority Class CE Certificateholder regarding the distributions to be made
to it or its designees thereunder). Amounts payable by the Securities
Administrator on any Distribution Date to the Derivative Administrator shall
be
paid by the Securities Administrator as provided herein. The Securities
Administrator in its individual capacity shall have no responsibility for any
of
the undertakings, agreements or representations with respect to the Swap
Agreement or the Derivative Administration Agreement, including, without
limitation, for making any payments thereunder.
It
is
acknowledged and agreed that the Person serving as Securities Administrator
hereunder shall also serve as Derivative Administrator under the Derivative
Administration Agreement and act as Supplemental Interest Trust Trustee under
the Swap Agreement. The Securities Administrator, the Derivative Administrator
and the Supplemental Interest Trust Trustee are hereby directed by the Depositor
to execute and deliver the Derivative Administration Agreement (and any
amendments or supplements to the Derivative Administration Agreement as may
be
requested by the Majority Class CE Certificateholder regarding the distributions
to be made to it or its designees thereunder) and the Supplemental Interest
Trust Trustee is hereby directed to execute and deliver the Swap Agreement,
and
to make the representations required therein. The Derivative Administrator
shall
not have any liability for any failure or delay in payments to the Trust which
are required under the Derivative Administration Agreement where such failure
or
delay is due to the failure or delay of the Swap Provider in making such payment
to the Derivative Administrator. LaSalle Bank National Association in its
individual capacity and as Derivative Administrator, the Securities
Administrator and the Supplemental Interest Trust Trustee shall be entitled
to
be indemnified and held harmless by the Trust from and against any and all
losses, claims, expenses or other liabilities that arise by reason of or in
connection with the performance or observance by each of the Derivative
Administrator, the Securities Administrator and the Supplemental Interest Trust
Trustee of its duties or obligations under the Swap Agreement or the Derivative
Administration Agreement, except to the extent that the same is due to the
Derivative Administrator’s, the Securities Administrator’s or the Supplemental
Interest Trust Trustee’s gross negligence, willful misconduct or fraud. Any
Person appointed as successor trustee pursuant to Section 9.09 shall also be
required to serve as successor Derivative Administrator and successor
supplemental interest trust trustee under the Swap Agreement and the Derivative
Administration Agreement.
Section
10.03 Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Securities Administrator on the Certificates) shall
be
taken as the statements of the Depositor, and neither the Trustee nor the
Securities Administrator shall have any responsibility for their correctness.
Neither the Trustee nor the Securities Administrator makes any representation
as
to the validity or sufficiency of, the Certificates (other than the signature
and countersignature of the Securities Administrator on the Certificates),
any
Custodial Agreement or of any Mortgage Loan. The Securities
Administrator’s
signature and countersignature (or countersignature of its agent) on the
Certificates shall be solely in its capacity as Securities Administrator and
shall not constitute the Certificates an obligation of the Securities
Administrator in any other capacity. Neither the Trustee nor the Securities
Administrator shall 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, neither the Trustee nor the Securities
Administrator shall be responsible for the legality or validity of this
Agreement, any Custodial 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. Neither the Trustee nor the Securities
Administrator shall at any time have any responsibility or liability for or
with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed
to
Certificateholders, under this Agreement. The Trustee shall not be responsible
for filing any financing or continuation statement in any public office at
any
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to the Trustee hereunder or to record this
Agreement.
Section
10.04 Trustee
and Securities Administrator May Own Certificates.
Each
of
the Trustee and the Securities Administrator in its individual capacity or
in
any capacity other than as Trustee or the Securities Administrator hereunder
may
become the owner or pledgee of any Certificates with the same rights it would
have if it were not the Trustee or the Securities Administrator, as applicable,
and may otherwise deal with the parties hereto.
Section
10.05 Trustee’s
and Securities Administrator’s Fees and Expenses.
The
fees
and expenses of the Trustee and the Securities Administrator shall be paid
in
accordance with a side letter agreement with the Master Servicer and at the
expense of the Master Servicer. In addition, the Securities Administrator shall
be entitled to any investment income on amounts on deposit in the Master
Servicer Collection Account and the Distribution Account. In addition, the
Trustee and the Securities Administrator will be entitled to recover from the
Master Servicer Collection Account pursuant to Section 5.07 all reasonable
out
-of -pocket expenses, disbursements and advances and the expenses of the Trustee
and the Securities Administrator, respectively, 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
or the Securities Administrator, respectively, in the administration of the
trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance
as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders hereunder. If funds in the Master
Servicer Collection Account are insufficient therefor, the Trustee and the
Securities Administrator shall recover such expenses, disbursements or advances
from EMC and EMC 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 and Securities Administrator.
The
Trustee and any successor Trustee and the Securities Administrator and any
successor Securities Administrator shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of a state or the United States
of
America, authorized under such laws to exercise corporate trust powers, having
a
combined capital and surplus and undivided profits of at least $50,000,000,
subject to supervision or examination by federal or state authority and rated
“BBB” or higher by Fitch with respect to their long-term rating and rated “BBB”
or higher by S&P and “Baa2” or higher by Xxxxx’x with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Trustee or successor Securities Administrator other than pursuant
to
Section 10.10, rated in one of the two highest long-term debt categories by
each
Rating Agency (at least “AA-” in the case of S&P) or otherwise acceptable
to, each of the Rating Agencies and have a short-term debt rating of at least
“A-1” from S&P, or otherwise acceptable to, S&P. The Trustee shall not
be an Affiliate of the Master Servicer. If the Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 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 or the Securities Administrator, as applicable, shall cease to
be
eligible in accordance with the provisions of this Section 10.06, the Trustee
or
the Securities Administrator shall resign immediately in the manner and with
the
effect specified in Section 10.08.
Section
10.07 Insurance.
The
Trustee and the Securities Administrator, at their 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”) or (B) in the case of the Securities Administrator, self insure
if LaSalle Bank National Association maintains with any Rating Agency the
equivalent of a long term unsecured debt rating of “A”. 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 or the Securities Administrator as to the Trustee’s or the
Securities Administrator’s, respectively, compliance with this Section 10.07
shall be furnished to any Certificateholder upon reasonable written
request.
Section
10.08 Resignation
and Removal of Trustee and Securities Administrator.
The
Trustee and the Securities Administrator may at any time resign (including,
in
the case of the Securities Administrator, in connection with the resignation
or
termination of the Master Servicer) and be discharged from the Trust hereby
created by giving written notice thereof to the Depositor, the Swap Provider,
the Sponsor, the Securities Administrator (or the Trustee, if the Securities
Administrator resigns) and the Master Servicer, with a copy to each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee or successor securities administrator, as
applicable, (and in the case of the Securities Administrator’s removal, the
Trustee may appoint a successor securities administrator) by written instrument,
in triplicate, one copy of which instrument shall be delivered to each of the
resigning trustee or securities administrator, as applicable, and the successor
trustee or securities administrator, as applicable. If no successor trustee
or
successor securities administrator shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Securities Administrator may petition
any
court of competent jurisdiction for the appointment of a successor trustee
or
securities administrator.
If
at any
time (i) the Trustee or the Securities Administrator 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 or
the
Securities Administrator shall become incapable of acting, or shall be adjudged
as bankrupt or insolvent, or a receiver of the Trustee or the Securities
Administrator or of its property shall be appointed, or any public officer
shall
take charge or control of the Trustee or the Securities Administrator or of
its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by
any
state in which the Trustee or the Securities Administrator or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee or securities administrator and (C) the Trustee or the
Securities Administrator, as applicable, fails to indemnify the Trust Fund
against such tax, then the Depositor or the Master Servicer may remove the
Trustee or the Securities Administrator , as applicable, (and in the case of
the
Securities Administrator’s ineligibility, the Trustee may appoint a successor
securities administrator) and appoint a successor trustee or successor
securities administrator, as applicable, by written instrument, in multiple
copies, a copy of which instrument shall be delivered to the Trustee, the
Securities Administrator, the Master Servicer and the successor trustee or
successor securities administrator, as applicable.
The
Holders evidencing at least 51% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee or Securities Administrator
and
appoint a successor trustee or securities administrator 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 or successor securities administrator
to
each of the Master Servicer, the Trustee or Securities Administrator so removed
and the successor trustee or securities administrator so appointed. Notice
of
any removal of the Trustee or Securities Administrator shall be given to each
Rating Agency by the related successor.
Any
resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor trustee or securities administrator pursuant to
any
of the provisions of this Section 10.08 shall become effective upon acceptance
of appointment by the successor trustee or securities administrator as provided
in Section 10.09 hereof and upon acceptance of appointment by a successor
derivative administrator under the Derivative Administration
Agreement.
Section
10.09 Successor
Trustee or Securities Administrator.
Any
successor trustee or securities administrator appointed as provided in Section
10.08 hereof shall execute, acknowledge and deliver to the Depositor, to its
predecessor trustee or predecessor securities administrator, as applicable,
and
the Master Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee or securities
administrator shall become effective and such successor trustee or securities
administrator without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or securities
administrator herein.
No
successor trustee or securities administrator shall accept appointment as
provided in this Section 10.09 unless at the time of such acceptance such
successor trustee or securities administrator shall be eligible under the
provisions of Section 10.07 hereof and its appointment shall not adversely
affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee or securities administrator
as
provided in this Section 10.09, the successor trustee or securities
administrator shall mail notice of the succession of such trustee or securities
administrator hereunder to all Holders of Certificates. If the successor trustee
or securities administrator fails to mail such notice within ten days after
acceptance of appointment, the Depositor shall cause such notice to be mailed
at
the expense of the Trust Fund.
Section
10.10 Merger
or Consolidation of Trustee or Securities Administrator.
Any
corporation, state bank or national banking association into which the Trustee
or the Securities Administrator may be merged or converted or with which it
may
be consolidated or any corporation, state bank or national banking association
resulting from any merger, conversion or consolidation to which the Trustee
or
the Securities Administrator shall be a party, or any corporation, state bank
or
national banking association succeeding to substantially all of the corporate
trust business of the Trustee or of the business of the Securities
Administrator, shall be the successor of the Trustee or the Securities
Administrator 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, and that the affairs of the
Trust
Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
“real estate mortgage investment conduit” as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the Securities
Administrator covenants and agrees that it shall act as agent (and the
Securities Administrator is hereby appointed to act as agent) on behalf of
the
Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
shall do or refrain from doing, as applicable, the following: (a) the Securities
Administrator shall prepare and file, or cause to be prepared and filed, in
a
timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each such REMIC containing such
information and at the times and in the manner as may be required by the Code
or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at
such
times and in such manner as may be required thereby; (b) the Securities
Administrator shall apply for an employer identification number with the
Internal Revenue Service via a Form SS-4 or other comparable method for each
REMIC that is or becomes a taxable entity, and within thirty days of the Closing
Date, furnish or cause to be furnished to the Internal Revenue Service, on
Forms
8811 or as otherwise may be required by the Code, the name, title, address,
and
telephone number of the Person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for the Trust Fund; (c) the Securities
Administrator on behalf of 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 Securities Administrator shall
prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to
be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) the Securities Administrator shall provide information necessary
for the computation of tax imposed on the transfer of a Residual Certificate
to
a Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Person that is not a Permitted Transferee,
or a
pass-through entity in which a Person that is not a Permitted Transferee is
the
record Holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) each
of
the Securities Administrator and 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) neither the Trustee nor
the
Securities Administrator shall knowingly or intentionally take any action or
omit to take any action that would cause the termination of the REMIC status
of
any REMIC formed hereunder; (h) the Securities Administrator shall pay, from
the
sources specified in the penultimate paragraph of 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 Securities Administrator or any other
appropriate Person from contesting any such tax in appropriate proceedings
and
shall not prevent the Securities Administrator from withholding payment of
such
tax, if permitted by law, pending the outcome of such proceedings); (i) the
Trustee shall sign or cause to be signed federal, state or local income tax
or
information returns or any other document prepared by the Securities
Administrator pursuant to this Section 10.12 requiring a signature thereon
by
the Trustee; (j) the Securities Administrator shall maintain records relating
to
each REMIC formed hereunder including but not limited to the income, expenses,
assets and liabilities of each such REMIC and adjusted basis of the Trust Fund
property determined at such intervals as may be required by the Code, as may
be
necessary to prepare the foregoing returns, schedules, statements or
information; (k) the Securities Administrator shall, for federal income tax
purposes, maintain books and records with respect to the REMICs on a calendar
year and on an accrual basis; (l) none of the Trustee, the Master Servicer
or
the Securities Administrator 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 (l) as and when necessary and appropriate, the Securities Administrator,
at
the expense of the Trust Fund, shall represent the Trust Fund in any
administrative or judicial proceedings relating to an examination or audit
by
any governmental taxing authority, request an administrative adjustment as
to
any taxable year of any REMIC formed hereunder, enter into settlement agreements
with any governmental taxing agency, extend any statute of limitations relating
to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
formed hereunder in relation to any tax matter involving any such
REMIC.
In
order
to enable each of the Trustee and the Securities Administrator to perform its
duties as set forth herein, the Depositor shall provide, or cause to be
provided, to the Trustee or the Securities Administrator within 10 days after
the Closing Date all information or data that the Trustee or the Securities
Administrator requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee or the Securities Administrator promptly upon written request
therefor, any such additional information or data that the Trustee or the
Securities Administrator may, from time to time, request in order to enable
the
Trustee or the Securities Administrator to perform its duties as set forth
herein. The Depositor hereby indemnifies each of the Trustee and the Securities
Administrator for any losses, liabilities, damages, claims or expenses of the
Trustee or the Securities Administrator arising from any errors or
miscalculations of the Trustee or the Securities Administrator that result
from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Trustee or the Securities Administrator, as
applicable, on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in Section
860F(a)(2) of the Code, on the “net income from foreclosure property” of the
Trust Fund as defined in Section 860G(c) of the Code, on any contribution to
any
of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the Startup
Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
including, without limitation, any federal, state or local tax or minimum tax
imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI,
and is not paid as otherwise provided for herein, such tax shall be paid by
(i)
the Master Servicer or the Securities Administrator, if any such tax arises
out
of or results from a breach by the Master Servicer or the Securities
Administrator of any of its obligations under this Agreement, provided, however,
in no event shall the Master Servicer or the Securities Administrator 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 Securities Administrator
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 Securities Administrator) 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), any such tax will be paid first with amounts otherwise to be distributed
to the Class R Certificateholders, and second with amounts otherwise to be
distributed to all the Holders of the following Certificates in the following
order of priority: first, to the Class M-10 Certificates, second, to the Class
M-9 Certificates, third, to the Class M-8 Certificates, fourth, to the Class
M-7
Certificates, fifth, to the Class M-6 Certificates, sixth, to the Class M-5
Certificates, seventh, to the Class M-4 Certificates, eighth, to the Class
M-3
Certificates, ninth, to the Class M-2 Certificates, tenth, to the Class M-1
Certificates, and eleventh, to the Class A Certificates (pro rata based on
the
amounts to be distributed). Notwithstanding anything to the contrary contained
herein, to the extent that such tax is payable by the Holder of any
Certificates, the Securities Administrator is hereby authorized to retain on
any
Distribution Date, from the Holders of the 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 Securities Administrator
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, the Master Servicer and the Securities Administrator each agree 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.
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 Securities Administrator and the Trustee created hereby
with respect to the Trust Fund shall terminate upon the earlier of (a) the
exercise of the Majority Class CE Certificateholder (or its designee) or the
Master Servicer, as applicable, 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 related servicer and the Trustee, and (iv) unreimbursed
out-of pocket costs of the Company, the Servicers or 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 and
the
Securities Administrator payable pursuant to Section 10.05, (vi) any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Trust Fund) payable to the Swap Provider which remains unpaid or which is due
to
the exercise of such option (the “Swap Optional Termination Payment”) and (b)
the later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement,
as
applicable. In no event shall the 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 CE
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 10% or less
of
the aggregate Cut-off Date Principal Balance of all of the Mortgage Loans.
If
the Majority Class CE Certificateholder does not exercise this option, the
Master Servicer has the right to repurchase all Mortgage Loans and REO
Properties pursuant to clause (a) in the preceding paragraph, conditioned upon
the Stated Principal Balance of all of the Mortgage Loans in the Trust Fund,
at
the time of any such repurchase, aggregating 5% or less of the aggregate Cut-off
Date Principal Balance of all of the Mortgage Loans.
Only
an
amount equal to the Mortgage Loan Purchase Price less any Swap Optional
Termination Payment (the “REMIC Termination Payment”) shall be made available
for distribution to the Regular Certificates. The Swap Optional Termination
Payment shall be withdrawn by the Securities Administrator from the Distribution
Account and remitted to the Supplemental Interest Trust to be paid in accordance
with Section 3.21(c). The Swap Optional Termination Payment shall not be part
of
any REMIC and shall not be paid into any account which is part of any
REMIC.
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 Master Servicer Collection Account, the Master Servicer
shall direct the Securities Administrator to send a final distribution notice
promptly to each Certificateholder or (ii) the Securities Administrator
determines that a Class of Certificates shall be retired after a final
distribution on such Class, the Securities Administrator shall notify the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the
Corporate Trust Office of the Securities Administrator. If the Majority Class
CE
Certificateholder or the Master Servicer, as applicable, 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 CE
Certificateholder or the Master Servicer, as applicable, shall notify the
Depositor, the Securities Administrator and the Trustee of the date the Majority
Class CE Certificateholder or the Master Servicer, as applicable, intends to
terminate the Trust Fund. The Master Servicer shall remit the Mortgage Loan
Purchase Price to the Securities Administrator on the Business Day prior to
the
Distribution Date for such Optional Termination by the Majority Class CE
Certificateholder or the Master Servicer, as applicable.
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 Securities
Administrator 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 Securities Administrator will give such notice to each Rating
Agency at the time such notice is given to Certificateholders.
In
the
event such notice is given, the Master Servicer shall cause all funds in the
Master Servicer Collection Account to be remitted to the Securities
Administrator for deposit in the Distribution Account on the Business Day prior
to the applicable Distribution Date in an amount equal to the final distribution
in respect of the Certificates. Upon 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 Securities Administrator
shall cause to be distributed to Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the order
and
priority set forth in Section 6.04 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 Securities Administrator shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the applicable Certificates shall not
have been surrendered for cancellation, the Securities Administrator may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates,
and
the cost thereof shall be paid out of the funds and other assets that remain
a
part of the Trust Fund. If within one 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 CE Certificateholder or the Master Servicer,
as
applicable, 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 and the Securities Administrator have been supplied with
an
Opinion of Counsel addressed to the Trustee and the Securities Administrator
at
the expense of the Majority Class CE Certificateholder or the Master Servicer,
as applicable, to the effect that the failure of the Trust Fund to comply with
the requirements of this Section 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 CE Certificateholder or the Master Servicer, as applicable,
shall
establish a 90-day liquidation period and notify the Securities Administrator
thereof, and the Securities Administrator shall in turn specify the first day
of
such period in a statement attached to the tax return for each of REMIC I,
REMIC
II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant to Treasury Regulation
Section 1.860F-1. The Majority Class CE Certificateholder or the Master
Servicer, as applicable, shall satisfy all the requirements of a qualified
liquidation under Section 860F of the Code and any regulations thereunder,
as
evidenced by an Opinion of Counsel addressed to the Securities Administrator
and
the Trustee obtained at the expense of the Majority Class CE Certificateholder
or the Master Servicer, as applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Securities Administrator on behalf of the
Trustee, shall sell all of the assets of REMIC I for cash; and
(3) At
the
time of the making of the final payment on the Certificates, the Securities
Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Residual Certificates all cash on hand (other
than cash retained to meet claims), and REMIC I shall terminate at that
time.
(b) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Securities Administrator as agent for each REMIC hereby agrees to adopt and
sign
such a plan of complete liquidation meeting the requirements for a qualified
liquidation under Section 860F of the Code and any regulations thereunder upon
the written request of the Majority Class CE Certificateholder or the Master
Servicer, as applicable, and the receipt of the Opinion of Counsel referred
to
in Section 11.03(a)(1) and to take such other action in connection therewith
as
may be reasonably requested by the Majority Class CE Certificateholder or the
Master Servicer, as applicable.
ARTICLE
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 change the manner in which the Master Servicer Collection Account
maintained by the Master Servicer or the Protected Account maintained by the
Company 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 (which opinion shall be an expense of the
party
requesting such opinion but in any case shall not be an expense of the Trustee),
adversely affect in any material respect the interests of any Certificateholder;
provided that any such amendment shall be deemed not to adversely affect in
any
material respect the interests of the Certificateholders and no such Opinion
of
Counsel shall be required if the Person requesting such amendment obtains a
letter from each Rating Agency stating that such amendment would not result
in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of any of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V or REMIC VI as a REMIC under the Code or to avoid or
minimize the risk of the imposition of any tax on any of REMIC I, REMIC II,
REMIC III, REMIC IV, REMIC V or REMIC VI pursuant to the Code that would be
a
claim against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
VI
at any time prior to the final redemption of the Certificates, provided that
the
Trustee and the Securities Administrator have been provided an Opinion of
Counsel addressed to the Trustee and the Securities Administrator, which opinion
shall be an expense of the party requesting such opinion but in any case shall
not be an expense of the Trustee, the Securities Administrator 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 each Class of Certificates affected thereby evidencing
over 50% of the Voting Rights of such Class or Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner
the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to cease
to
qualify as a REMIC or (iii) reduce the aforesaid percentages of Certificates
of
each Class the Holders of which are required to consent to any such amendment
without the consent of the Holders of all Certificates of such Class then
outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee and the Securities Administrator, which opinion
shall be an expense of the party requesting such amendment but in any case
shall
not be an expense of the Trustee or the Securities Administrator, to the effect
that such amendment will not (other than an amendment pursuant to clause (ii)
of, and in accordance with, the preceding paragraph) cause the imposition of
any
tax on any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or
the
Certificateholders or cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V or REMIC VI to cease to qualify as a REMIC at any time that any Certificates
are outstanding. Further, nothing in this Agreement shall require the Trustee
to
enter into an amendment without receiving an Opinion of Counsel, satisfactory
to
the Trustee that (i) such amendment is permitted and is not prohibited by this
Agreement and that all requirements for amending this Agreement (including
any
consent of the applicable Certificateholders) have been complied
with.
Notwithstanding
any of the other provisions of this Section 12.01, none of the Depositor, the
Master Servicer, the Company, the Securities Administrator or the Trustee shall
enter into any amendment to Section 3.21 or Section 6.04(a)(3)(F) of this
Agreement without the prior written consent of the Swap Provider, which consent
shall not be unreasonably withheld, and shall not enter into an amendment that
has a materially adverse effect on the Swap Provider without the Swap Provider’s
consent, which consent shall not be unreasonably withheld.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Securities Administrator shall furnish written
notification of the substance of such amendment to each Certificateholder,
the
Swap Provider and each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Securities Administrator 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 Sellers to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Seller to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Sellers or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Sellers or the Depositor,
as applicable, for the benefit of the Certificateholders of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
12.05 Notices.
(a) The
Securities Administrator shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which 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, the Securities Administrator
or the Trustee and the appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
3.05 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 Sponsor or the Company, EMC Mortgage Corporation, 000 Xxxxxx Xxxxx Xxxxx,
Xxxxxx, Xxxxx 00000, Attention: Xxxxxx Xxxxx or such other address as may be
hereafter furnished to the other parties hereto by the Master Servicer in
writing; (iii) in the case of the Trustee, at each Corporate Trust Office or
such other address as the Trustee may hereafter furnish to the other parties
hereto, (iv) in the case of the Master Servicer or the Securities Administrator,
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global
Securities and Trust Services Group-BSABS 2006-HE4 or such other address as
may
be hereafter furnished to the other parties hereto by the Securities
Administrator in writing, (v) in the case of the Swap Provider, IXIS Financial
Products Inc., 0 Xxxx 00xx
Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 and (vi) in the case of the Rating Agencies, (x) in
the
case of Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Home Equity Monitoring and (y) in the case of Standard &
Poor’s, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice
delivered to EMC (on its own behalf as a Sponsor and on behalf of Master
Funding), the Master Servicer, the Securities Administrator, 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 8.02, this Agreement may not be assigned by the Master Servicer, the
Sponsor (on its own behalf as a Seller and on behalf of Master Funding) 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 Securities Administrator a written
notice of an Event of Default or a Company 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 Securities Administrator to institute such action,
suit or proceeding in its own name as Securities Administrator hereunder and
shall have offered to the Securities Administrator such reasonable indemnity
as
it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Securities Administrator 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 Securities Administrator, 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 or the Securities Administrator 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 and the Trustee and
to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 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
Securities Administrator pursuant to this Agreement, are and shall be deemed
fully paid.
Section
12.11 Third
Party Rights.
The
Swap
Provider and the Swap Administrator shall be third-party beneficiaries of this
Agreement to the same extent as if they were parties hereto, and shall have
the
right to enforce the provisions of this Agreement.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Company, the Sponsor, the Master Servicer,
the Securities Administrator and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
BEAR
XXXXXXX ASSET BACKED
SECURITIES
I LLC,
as
Depositor
By:
/s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxxx
Title: Vice
President
EMC
MORTGAGE CORPORATION,
as
Sponsor and as Company
By:
/s/ Xxxxx Xxxx
Name:
Xxxxx Xxxx
Title:
Executive Vice President
LASALLE
BANK NATIONAL ASSOCIATION,
as
Master
Servicer and Securities Administrator
By:
/s/ Xxxx Xxxxx
Name: Xxxx
Xxxxx
Title: Assistant
Vice President
CITIBANK,
N.A.,
as
Trustee
By:
/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Vice President
STATE
OF
NEW
YORK
)
)
ss.:
COUNTY
OF
NEW
YORK
)
On
this
28th
day of
April, 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]
STATE
OF
TEXAS )
)
ss.:
COUNTY
OF
DALLAS
)
On
this
28th
day of
April, 2006, before me, a notary public in and for said State, appeared
_______________, personally known to me on the basis of satisfactory evidence
to
be an authorized representative of EMC Mortgage Corporation, one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of such corporation and acknowledged to me
that
such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
______________________________
Notary
Public
[Notarial
Seal]
STATE
OF
ILLINOIS
)
)
ss.:
COUNTY
OF
COOK )
On
this
28th
day of
April, 2006, before me, a notary public in and for said State, appeared
_______________, personally known to me on the basis of satisfactory evidence
to
be an authorized representative of LaSalle Bank National Association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
______________________________
Notary
Public
[Notarial
Seal]
STATE
OF
NEW
YORK
)
)
ss:
COUNTY
OF
NEW
YORK
)
On
the
28th
day of
April 2006 before me, a notary public in and for said State, personally appeared
_________________ known to me to be a(n) __________________of Citibank, N.A.,
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
[SEA
EXHIBIT
A-1
Form
of
Class A Certificates
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
[I-A-1][I-A-2][I-A-3][II-A] Senior
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: April 1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
[__________,
__]
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
[I-A-1][I-A-2][I-A-3][II-A] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end, first and second lien, one-
to
four-family fixed and adjustable interest rate mortgage loans sold by BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, closed-end, first and second lien, subprime, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. LaSalle Bank National
Association will act as master servicer of the Mortgage Loans (in that capacity,
the “Master Servicer,” which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation as sponsor (in such capacity, the “Sponsor”) and as company (in such
capacity, the “Company”), LaSalle Bank National Association, as Master Servicer
and securities administrator (in such capacity, the “Securities Administrator”)
and Citibank, N.A. as trustee (the “Trustee”), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein shall have the meaning ascribed to them
in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day,
the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date so long as such Certificate remains
in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date),
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month following the latest scheduled maturity date of any Mortgage
Loan.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 7.02(h) of the Pooling and Servicing
Agreement.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof will
be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that neither the Trustee
nor the Securities Administrator is liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
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 Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of
(i)
the expiration of 21 years after the death of certain persons identified in
the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any
purpose.
|
|
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be
duly executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL
ASSOCIATION
not
in its individual capacity but solely as Securities
Administrator
|
|
|
By:
|
||
|
Authorized
Signatory
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [I-A-1][I-A-2][I-A-3][II-A] Certificates referred to in the
within-mentioned Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Securities Administrator
|
||
|
By:
|
||
|
Authorized
Signatory
|
||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
|
|
EXHIBIT
A-2
Form
of
Class M Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
[CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS
M-5
CERTIFICATES] [,] [AND] [CLASS M-6 CERTIFICATES] [,] [AND] [CLASS M-7
CERTIFICATES] [,] [AND] [CLASS M-8] [AND] [CLASS M-9 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
HEREIN.
[For
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9] EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
[For
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9] 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 M-10]
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
“INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT
BY
THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN
THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.]
[For
Class M-10]
[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 EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE
90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES
ADMINISTRATOR OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A
BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION SPECIFIED
IN
SECTION 7.02 OF THE AGREEMENT IS PROVIDED.
|
|
|
Certificate
No. 1
|
Adjustable
Rate
|
|
Class
M-[1][2][3][4][5][6][7][8][9][10]
Subordinate
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: April 1, 2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$[__________]
|
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
May
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
M-[1][2][3][4][5][6][7][8][9][10] Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional, closed-end one- to four-family
first and second lien, one- to four-family fixed and adjustable interest rate
mortgage loans sold by BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Securities Administrator 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, closed-end first and second lien, fixed and
adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. LaSalle Bank National
Association will act as master servicer of the Mortgage Loans (in that capacity,
the “Master Servicer,” which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation as sponsor (in such capacity, the “Sponsor”) and as company (in such
capacity, the “Company”), LaSalle Bank National Association, as Master Servicer
and securities administrator (in such capacity, the “Securities Administrator”)
and Citibank, N.A. 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 M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9] Interest
on this Certificate will accrue from and including the immediately preceding
Distribution Date (or with respect to the First Distribution Date, the Closing
Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day,
the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Business Day
immediately preceding such Distribution Date so long as such Certificate remains
in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date),
an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month following the latest scheduled maturity date of any Mortgage
Loan.
[For
Class M-10] [Interest on this Certificate will accrue from and including the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at a
per
annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last 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 Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. 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 M-10] [No
transfer of this Class M-10 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 Securities
Administrator shall register such transfer if, (i) made to a transferee who
has
provided the Securities Administrator with evidence as to its QIB status; or
(ii) (A) the transferor has advised the Securities Administrator in writing
that
the Certificate is being transferred to an Institutional Accredited Investor
and
(B) prior to such transfer the transferee furnishes to the Securities
Administrator 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 Securities Administrator shall as a condition of the
registration of any such transfer require the transferor to furnish such other
certifications, legal opinions or other information prior to registering the
transfer of this Certificate as shall be set forth in such Opinion of
Counsel.]
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that neither the Trustee
nor the Securities Administrator is liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
[For
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9] Each holder of a Certificate or beneficial ownership
shall be deemed to have made the representations set forth in Section 7.02(h)
of
the Pooling and Servicing Agreement.
[For
Class M-10] [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 Exemption (“PTE”) 84-14,
PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (ii) will not give rise to
any
additional obligations on the part of the Depositor, the Master Servicer, the
Securities Administrator or the Trustee, which will be deemed represented by
an
owner of a Book-Entry Certificate or a Global Certificate or unless an opinion
specified in section 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.]
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 7.02(h) of the Pooling and Servicing
Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
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 Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any
purpose.
|
|
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be
duly executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL
ASSOCIATION
not
in its individual capacity but solely as Securities
Administrator
|
|
|
By:
|
||
|
Authorized
Signatory
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates referred to
in
the within-mentioned Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Securities Administrator
|
||
|
By:
|
||
|
Authorized
Signatory
|
||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
|
|
EXHIBIT
A-3
Form
of
Class P Certificate
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE 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 SECURITIES
ADMINISTRATOR NAMED HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR 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, THE SECURITIES ADMINISTRATOR, 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: April 1,
2006
|
Aggregate
Initial Certificate Principal Balance of this Certificate as of the
Cut-off Date:
$100.00
|
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Principal Balance of this Certificate as of the Cut-off
Date:
$100.00
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
May
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
P
Certificates with respect to a Trust Fund consisting primarily of a pool of
conventional, closed-end one- to four-family first and second lien, fixed and
adjustable interest rate mortgage loans sold by BEAR XXXXXXX ASSET BACKED
SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Securities Administrator 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 primarily of a pool of fixed and adjustable interest rate,
conventional, closed-end mortgage loans that are secured by first and second
liens on one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to
BSABS I. LaSalle Bank National Association will act as master servicer of the
Mortgage Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation as sponsor (in such capacity, the
“Sponsor”) and as company (in such capacity, the “Company”), LaSalle Bank
National Association, as Master Servicer and securities administrator (in such
capacity, the “Securities Administrator”) and Citibank, N.A. 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
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit 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 Securities Administrator, 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, Securities Administrator, nor the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take
any
action not otherwise required under the Agreement to permit the transfer of
such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Securities Administrator, the Depositor, the Sellers and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Class P Certificate will be made unless the Securities
Administrator shall have received either (i) the opinion of counsel set forth
in
Section 7.02(h) of the Agreement or (ii) a representation letter under Section
7.02 of the Agreement, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that neither the Trustee
nor the Securities Administrator is liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
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 Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any
purpose.
|
|
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be
duly
executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL
ASSOCIATION
not
in its individual capacity but solely as Securities
Administrator
|
|
|
By:
|
||
|
Authorized
Signatory
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Securities Administrator
|
||
|
By:
|
||
|
Authorized
Signatory
|
||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
|
|
EXHIBIT
A-4
Form
of
Class CE Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
THE
SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE
PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
|
Certificate
No. [_]
|
Percentage
Interest: 100%
|
|
Class
CE
|
Adjustable
Rate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: April 1, 2006
|
Initial
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
First
Distribution Date:
May
25, 2006
|
Aggregate
Certificate Notional Amount of this Certificate as of the Cut-off
Date:
$[__________]
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
May
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
CE
Certificates with respect to a Trust Fund consisting primarily of a pool of
fixed and adjustable interest rate, conventional, closed-end mortgage loans
that
are secured by first and second liens on one- to four-family residences 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, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Securities Administrator 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 primarily of a pool of fixed and adjustable interest rate,
conventional, closed-end mortgage loans that are secured by first and second
liens on one- to four-family residences (collectively, the “Mortgage Loans”)
sold by Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage
Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to
BSABS I. LaSalle Bank National Association will act as master servicer of the
Mortgage Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation as sponsor (in such capacity, the
“Sponsor”) and as company (in such capacity, the “Company”), LaSalle Bank
National Association, as Master Servicer and securities administrator (in such
capacity, the “Securities Administrator”) and Citibank, N.A. 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
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit 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 Securities Administrator, 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 Xxxxxx’s prospective transferee upon which such Opinion of
Counsel is based. Neither the Depositor, the Securities Administrator nor the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take
any
action not otherwise required under the Agreement to permit the transfer of
such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Securities Administrator, the Depositor, the Sellers and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Class CE Certificate will be made unless the Securities
Administrator shall have received either (i) the opinion of counsel set forth
in
Section 7.02(h) of the Agreement or (ii) a representation letter under Section
7.02 of the Agreement, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that neither the Trustee
nor the Securities Administrator is liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
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 Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any
purpose.
|
|
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be
duly executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL
ASSOCIATION
not
in its individual capacity but solely as Securities
Administrator
|
|
|
By:
|
||
|
Authorized
Signatory
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class CE Certificates referred to in the within-mentioned
Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Securities Administrator
|
||
|
By:
|
||
|
Authorized
Signatory
|
||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
|
|
EXHIBIT
A-5
Form
of
Class R Certificates
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 7.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR 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, THE SECURITIES ADMINISTRATOR, 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 SECURITIES
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
|
Certificate
No. 1
|
|
|
Class
[R-1][R-2][R-3][RX]
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: April 1,
2006
|
|
|
First
Distribution Date:
May
25, 2006
|
|
|
Master
Servicer and Securities Administrator:
LaSalle
Bank National Association
|
CUSIP:
[_____]
|
|
Last
Scheduled Distribution Date:
May
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-HE4
evidencing
a fractional undivided interest in the distributions allocable to the Class
[R-1][ R-2][ R-3][RX] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional, closed-end first and second lien one-
to
four-family fixed and adjustable interest rate mortgage loans sold by BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Securities Administrator or the Trustee referred
to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by
any
governmental entity or by Bear Xxxxxxx Asset Backed Securities I LLC, the Master
Servicer, the Securities Administrator or the Trustee or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC, the
Master Servicer or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
generally consisting of conventional, closed-end first and second lien, fixed
and adjustable rate mortgage loans secured by one- to four- family residences
(collectively, the “Mortgage Loans”) sold by Bear Xxxxxxx Asset Backed
Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) and Master Funding LLC to BSABS I. LaSalle Bank National
Association will act as master servicer of the Mortgage Loans (in that capacity,
the “Master Servicer,” which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation as sponsor (in such capacity, the “Sponsor”) and as company (in such
capacity, the “Company”), LaSalle Bank National Association, as Master Servicer
and securities administrator (in such capacity, the “Securities Administrator”)
and Citibank, N.A. as trustee (the “Trustee”), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein shall have the meaning ascribed to them
in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Each
Holder of this Certificate will be deemed to have agreed to be bound by
the
restrictions
set forth in the Agreement to the effect that (i) each person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee, (ii) the transfer of any Ownership Interest in this Certificate
will
be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a Permitted Transferee, (iii) any attempted
or purported transfer of any Ownership Interest in this Certificate in violation
of such restrictions will be absolutely null and void and will vest no rights
in
the purported transferee, and (iv) if any person other than a Permitted
Transferee acquires any Ownership Interest in this Certificate in violation
of
such restrictions, then the Depositor will have the right, in its sole
discretion and without notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected by the Depositor, which purchaser may be
the
Depositor, or any affiliate of the Depositor, on such terms and conditions
as
the Depositor may choose.
The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts required to be distributed to the Holders of Certificates of
the
same Class as this Certificate.
Distributions
on this Certificate will be made by the Securities Administrator by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Certificate Register or, if such Person so requests by notifying
the Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Class [R-1][ R-2][R-3][RX] Certificate will be made unless
the
Trustee and the Securities Administrator shall have received either (i) the
opinion of counsel set forth in Section 7.02(h) of the Agreement or (ii) a
representation letter under Section 7.02 of the Agreement, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a “Plan”), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with “plan assets” of
any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that neither the Trustee
nor the Securities Administrator is liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Securities Administrator and 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated
transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Securities Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator,
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 Securities Administrator, the Trustee or
any
such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) the remittance of all funds due under the Agreement,
or
(ii) the optional repurchase by the party named in the Agreement of all the
Mortgage Loans and other assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any
purpose.
|
|
IN
WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
be
duly executed.
|
Dated: _________,
____
|
LASALLE
BANK NATIONAL
ASSOCIATION
not
in its individual capacity but solely as Securities
Administrator
|
|
|
By:
|
||
|
Authorized
Signatory
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the
within-mentioned Agreement.
|
LASALLE
BANK NATIONAL
ASSOCIATION
Authorized
signatory of LaSalle Bank National Association, not in its individual
capacity but solely as Securities Administrator
|
||
|
By:
|
||
|
Authorized
Signatory
|
||
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
|
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
ZIP_CODE STATE CITY1 PROPTYPE
--------------------------------------------------------------------------------------------------------------------------
76901 TX SAN XXXXXX Single Family
35404 AL TUSCALOOSA Single Family
62203 IL CENTREVILLE Single Family
79339 TX LITTLEFIELD Single Family
79912 TX EL PASO Single Family
75165 TX WAXAHACHIE Single Family
79606 TX ABILENE Single Family
48223 MI Detroit Single Family
2893 RI WEST WARWICK Single Family
76053 TX HURST Single Family
76140 TX FORT WORTH Single Family
47807 IN TERRE HAUTE 2-4 Family
37218 TN NASHVILLE Single Family
60425 IL GLENWOOD Condominium
00000 XX XXXXXXX 2-4 Family
46203 IN Indianapolis Single Family
53210 WI MILWAUKEE 2-4 Family
75217 TX DALLAS Single Family
63137 MO SAINT LOUIS Single Family
75146 TX LANCASTER Single Family
32208 FL JACKSONVILLE Single Family
77536 TX DEER PARK Single Family
73008 OK XXXXXXX Single Family
48912 MI Lansing Single Family
75134 TX LANCASTER Single Family
77072 TX HOUSTON PUD
32209 FL JACKSONVILLE Single Family
37042 TN CLARKSVILLE Single Family
79928 TX EL PASO Single Family
81401 CO MONTROSE Single Family
77530 TX CHANNELVIEW Single Family
49001 MI KALAMAZOO Single Family
55051 MN XXXX Single Family
77084 TX HOUSTON PUD
40229 KY Louisville Single Family
78043 TX LAREDO PUD
40229 KY Louisville Single Family
76116 TX FORT WORTH Single Family
76240 TX GAINESVILLE Single Family
53014 WI CHILTON Single Family
27215 NC Burlington Condominium
77034 TX HOUSTON Single Family
43228 OH Columbus Single Family
36116 XX XXXXXXXXXX Single Family
19805 DE Wilmington Condominium
75062 TX IRVING Single Family
47711 IN Evansville Single Family
48209 MI DETROIT Single Family
30106 GA Austell Single Family
48881 MI SARANAC Single Family
33612 FL TAMPA Single Family
78653 TX MANOR PUD
93706 CA FRESNO Single Family
87002 NM BELEN Single Family
78539 TX EDINBURG Single Family
30238 GA JONESBORO Single Family
48234 MI Detroit Single Family
92254 CA MECCA Single Family
88030 NM DEMING Single Family
40216 KY Louisville Single Family
33417 FL WEST PALM BEACH Condominium
27604 NC Raleigh PUD
87121 NM ALBUQUERQUE Single Family
93551 CA PALMDALE Single Family
63026 MO XXXXXX Single Family
77084 TX HOUSTON PUD
30153 GA ROCKMART Single Family
35080 AL HELENA Single Family
00000 XX PROSPECT HEIGHTS Condominium
32811 FL ORLANDO PUD
76513 TX BELTON PUD
78043 TX LAREDO Single Family
75040 TX GARLAND Single Family
30122 GA LITHIA SPRINGS Single Family
79925 TX EL PASO Single Family
77511 TX ALVIN Single Family
77083 TX HOUSTON PUD
77072 TX HOUSTON PUD
77373 TX SPRING PUD
43206 OH Columbus Single Family
78046 TX LAREDO Single Family
55347 MN EDEN PRAIRIE Condominium
00000 XX Gainesville Townhouse
60194 IL XXXXXXX ESTATES Condominium
00000 XX XXXXXXX XXX
00000 GA LITHONIA Condominium
80012 CO AURORA PUD
78130 TX NEW BRAUNFELS Single Family
71220 LA BASTROP Single Family
43460 OH Rossford Single Family
78245 TX SAN ANTONIO PUD
53206 WI MILWAUKEE 2-4 Family
77338 TX HUMBLE PUD
30016 GA COVINGTON PUD
78222 TX SAN ANTONIO Single Family
78541 TX EDINBURG Single Family
77568 TX LA MARQUE PUD
33604 FL Tampa Single Family
75217 TX DALLAS PUD
76180 TX NORTH RICHLAND Single Family
92284 CA YUCCA VALLEY Single Family
31216 GA MACON Single Family
48224 MI DETROIT Single Family
21919 MD EARLEVILLE Single Family
48141 MI INKSTER Single Family
77521 TX BAYTOWN PUD
77070 TX HOUSTON PUD
55122 MN EAGAN Condominium
77478 TX SUGAR LAND PUD
60073 IL ROUND LAKE BEAC Single Family
46226 IN INDIANAPOLIS Single Family
77099 TX HOUSTON PUD
34746 FL KISSIMMEE PUD
55021 MN FAIRBAULT Single Family
93241 CA XXXXXX Single Family
70401 XX XXXXXXX Single Family
78745 TX AUSTIN Single Family
32246 FL JACKSONVILLE Single Family
15108 PA Coraopolis Single Family
33525 FL DADE CITY Single Family
84118 UT SALT LAKE CITY Single Family
75048 TX SACHSE Single Family
92311 CA BARSTOW AREA Single Family
84128 UT WEST VALLEY CIT Single Family
75150 TX Mesquite Single Family
55318 MN CHASKA Condominium
00000 XX XXXXXXXXXX XXX
00000 TX MIDLOTHIAN Single Family
80110 CO ENGLEWOOD Condominium
53218 WI MILWAUKEE Single Family
46231 IN Indianapolis Single Family
99022 WA MEDICAL LAKE Single Family
48910 MI Lansing Single Family
77041 TX HOUSTON Single Family
75462 TX PARIS Single Family
60636 IL CHICAGO 2-4 Family
60478 IL COUNTRY CLUB HI Single Family
80011 CO AURORA Single Family
48180 MI Taylor Single Family
75238 TX DALLAS Single Family
85326 AZ BUCKEYE PUD
98264 WA LYNDEN Single Family
53215 WI MILWAUKEE Single Family
53205 WI MILWAUKEE Single Family
33015 FL MIAMI Condominium
60099 IL ZION Single Family
00000 XX XXXXXXXX XXX
00000 IL LANSING Single Family
93306 CA BAKERSFIELD Single Family
33321 FL TAMARAC Condominium
30294 GA ELLENWOOD PUD
80239 CO DENVER Single Family
77090 TX HOUSTON PUD
75068 TX LITTLE ELM PUD
30656 GA MONROE Single Family
80227 CO LAKEWOOD Condominium
89120 NV LAS VEGAS PUD
77449 TX KATY PUD
98418 WA TACOMA Single Family
55343 MN XXXXXXX PUD
89128 NV LAS VEGAS Condominium
78247 TX SAN ANTONIO PUD
78504 TX MCALLEN Single Family
66012 KS XXXXXX SPRINGS Single Family
53215 WI MILWAUKEE Single Family
34608 FL SPRING HILL Single Family
99403 WA Clarkston Single Family
56308 MN ALEXANDRIA Single Family
33127 FL Miami Single Family
85009 AZ Phoenix Single Family
47930 IN CLARKS HILL Single Family
00000 XX XXXXX XXXXXXXXX Condominium
33065 FL CORAL SPRINGS Condominium
93274 CA TULARE Single Family
60415 IL CHICAGO RIDGE Condominium
33610 FL TAMPA Single Family
43205 OH Columbus Single Family
60804 IL CICERO Condominium
55124 MN APPLE VALLEY PUD
64152 MO PARKVILLE Single Family
78233 TX SAN ANTONIO PUD
75154 TX RED OAK Single Family
77075 TX HOUSTON PUD
43229 OH Columbus Single Family
54311 WI GREEN BAY Condominium
53210 WI MILWAUKEE 2-4 Family
75052 TX GRAND PRAIRIE PUD
53402 WI RACINE 2-4 Family
93555 CA RIDGECREST Single Family
33705 FL SAINT PETERSBURG Single Family
63301 MO SAINT XXXXXXX Single Family
97124 OR HILLSBORO Single Family
30058 GA LITHONIA Single Family
85042 AZ PHOENIX Single Family
30045 GA LAWRENCEVILLE PUD
55810 MN DULUTH Single Family
78045 TX Laredo PUD
60436 IL JOLIET Single Family
64137 MO KANSAS CITY Single Family
43229 OH COLUMBUS Single Family
76226 TX ARGYLE Single Family
00000 XX XXXXXXX XXXXXXX XXX
00000 MN PRINCETON Single Family
77504 TX PASADENA PUD
30165 GA ROME Single Family
78745 TX AUSTIN Single Family
32713 FL Debary Single Family
54487 WI TOMAHAWK Single Family
60177 IL SOUTH ELGIN Condominium
60617 IL CHICAGO Single Family
55434 MN BLAINE PUD
55434 MN Blaine Condominium
42701 KY Elizabethtown Single Family
43230 OH Gahanna Single Family
70131 LA NEW ORLEANS Single Family
77099 TX HOUSTON PUD
92395 CA VICTORVILLE Single Family
78109 TX CONVERSE PUD
33196 FL MIAMI Condominium
75043 TX GARLAND PUD
76048 TX GRANBURY PUD
80910 CO COLORADO SPRING Single Family
80013 CO AURORA Single Family
78617 TX DEL XXXXX PUD
77089 TX HOUSTON PUD
97303 OR KEIZER Single Family
33173 FL MIAMI Condominium
85281 AZ TEMPE PUD
48215 MI DETROIT Single Family
55109 MN MAPLEWOOD Single Family
30157 GA DALLAS Single Family
75056 TX THE COLONY Single Family
32404 FL PANAMA CITY Single Family
77493 TX KATY PUD
60074 IL PALATINE Condominium
30120 GA CARTERSVILLE Single Family
30145 GA KINGSTON PUD
77365 TX PORTER PUD
30127 GA POWDER SPRINGS Single Family
80013 CO AURORA Single Family
32225 FL JACKSONVILLE PUD
60110 IL CARPENTERSVILLE Single Family
32811 FL Orlando Condominium
80030 CO WESTMINSTER Single Family
32738 FL DELTONA Single Family
60628 IL CHICAGO Single Family
80906 CO COLORADO SPRING Single Family
78504 TX MCALLEN Single Family
48188 MI CANTON Condominium
56401 MN BRAINERD Single Family
80026 CO LAFAYETTE Single Family
64123 MO KANSAS CITY Single Family
39213 XX Xxxxxxx Single Family
30184 GA WHITE Single Family
33127 FL MIAMI Single Family
92503 CA RIVERSIDE Condominium
97305 OR SALEM Single Family
77536 TX DEER PARK PUD
98632 WA LONGVIEW Single Family
98662 WA VANCOUVER Single Family
30043 GA LAWRENCEVILLE PUD
84605 UT HERRIMAN Single Family
77084 TX HOUSTON PUD
32211 FL JACKSONVILLE Single Family
34744 FL Kissimmee PUD
43206 OH Columbus Single Family
75241 TX DALLAS Single Family
77093 TX HOUSTON Single Family
44137 OH MAPLE HEIGHTS Single Family
75241 TX DALLAS Single Family
30078 GA SNELLVILLE PUD
75146 TX LANCASTER Single Family
98516 WA OLYMPIA Single Family
77072 TX HOUSTON Single Family
77016 TX HOUSTON Single Family
78016 TX XXXXXX Single Family
00000 XX XXXXX XXXXX BEA Condominium
77096 TX HOUSTON Condominium
77545 TX FRESNO PUD
60504 IL AURORA Condominium
55412 MN MINNEAPOLIS Single Family
75215 TX DALLAS Single Family
30228 GA HAMPTON PUD
77091 TX HOUSTON Single Family
77091 TX HOUSTON Single Family
80010 CO AURORA Single Family
60153 IL MAYWOOD Single Family
75052 TX GRAND PRAIRIE Single Family
33167 FL MIAMI Single Family
92363 CA NEEDLES Single Family
77072 TX HOUSTON PUD
32746 FL Xxxx Xxxx Single Family
73505 OK LAWTON Single Family
85009 AZ Phoenix Single Family
34952 FL Port Saint Lucie Single Family
55406 MN MINNEAPOLIS Single Family
33015 FL MIAMI Condominium
77055 TX HOUSTON Condominium
85035 AZ Phoenix Single Family
95965 CA OROVILLE Single Family
85051 AZ PHOENIX Single Family
81504 CO GRAND JUNCTION Single Family
48048 MI NEW HAVEN Single Family
80911 CO COLORADO SPRINGS Single Family
33603 FL TAMPA Single Family
55448 MN XXXX RAPIDS Single Family
30228 GA HAMPTON PUD
30281 GA STOCKBRIDGE PUD
85009 AZ PHOENIX Single Family
60025 IL GLENVIEW Condominium
00000 XX RINEYVILLE Single Family
80219 CO DENVER Single Family
48601 MI SAGINAW Single Family
33012 FL HIALEAH Condominium
33166 FL DORAL Condominium
33032 FL HOMESTEAD Single Family
33023 FL HOLLYWOOD Condominium
60421 IL XXXXXX Single Family
85033 AZ PHOENIX Single Family
55128 MN OAKDALE PUD
78539 TX EDINBURG Single Family
48213 MI DETROIT Single Family
85009 AZ PHOENIX Single Family
79015 TX CANYON Single Family
60609 IL CHICAGO 2-4 Family
55304 MN ANDOVER Single Family
66030 KS XXXXXXX Single Family
84120 UT WEST VALLEY CIT Single Family
76105 TX FORT WORTH Single Family
89031 NV NORTH LAS VEGAS Single Family
75077 TX LEWISVILLE Single Family
55433 MN XXXX RAPIDS Condominium
32807 FL ORLANDO Single Family
70791 LA ZACHARY Single Family
77590 TX TEXAS CITY Single Family
85713 AZ TUCSON Single Family
85031 AZ PHOENIX Single Family
55369 MN MAPLE GROVE PUD
80013 CO AURORA Single Family
53074 WI PORT WASHINGTON 2-4 Family
80233 CO DENVER Single Family
86314 AZ PRESCOTT VALLEY Single Family
85035 AZ PHOENIX Single Family
75124 TX EUSTACE Single Family
8302 NJ Bridgeton Single Family
48462 MI ORTONVILLE Single Family
30141 GA HIRAM PUD
77020 TX HOUSTON Single Family
78664 TX ROUND ROCK PUD
77474 TX SEALY Single Family
34759 FL KISSIMMEE PUD
33183 FL MIAMI Condominium
00000 XX Xxxxxxxx XXX
00000 TX HOUSTON Single Family
92411 CA SAN BERNARDINO Single Family
60195 IL XXXXXXX ESTATES Condominium
76112 TX FORT WORTH Single Family
55409 MN MINNEAPOLIS Condominium
75236 TX DALLAS Single Family
11422 NY ROSEDALE Single Family
78664 TX ROUND ROCK PUD
76134 TX FORT WORTH Single Family
55430 MN BROOKLYN CENTER Single Family
33069 FL POMPANO BEACH Condominium
54021 WI PRESCOTT Condominium
75075 TX PLANO Single Family
85029 AZ PHOENIX Single Family
20906 MD SILVER SPRING Condominium
89102 NV LAS VEGAS PUD
78207 TX SAN ANTONIO Single Family
95838 CA SACRAMENTO Single Family
53575 WI OREGON Condominium
95838 CA SACRAMENTO Single Family
00000 XX XXXXXXX XXX
00000 XX XXXXXXXXX XXX
00000 IL CICERO Single Family
93648 CA PARLIER Single Family
98055 WA RENTON Single Family
60609 IL CHICAGO 2-4 Family
60165 IL STONE PARK Single Family
89148 NV LAS VEGAS Condominium
33186 FL MIAMI Condominium
75020 TX DENISON Single Family
78648 TX LULING Single Family
84092 UT XXXXX Single Family
00000 XX XXXXXXX XXXXX Xxxxxx Xxxxxx
00000 TX DALLAS Single Family
76107 TX FORT WORTH Single Family
87105 NM ALBUQUERQUE Single Family
85251 AZ SCOTTSDALE Condominium
33176 FL MIAMI Condominium
98032 WA KENT Condominium
48504 MI FLINT Single Family
48328 MI WATERFORD Single Family
53105 WI WHEATLAND Single Family
48208 MI DETROIT Single Family
77346 TX HUMBLE PUD
48204 MI DETROIT Single Family
99517 AK ANCHORAGE Single Family
16746 PA ROULETTE Single Family
77506 TX PASADENA Single Family
38106 TN MEMPHIS 2-4 Family
56554 MN LAKE PARK Single Family
92234 CA Cathedral City Single Family
77327 TX CLEVELAND Single Family
38118 TN MEMPHIS Single Family
33004 FL DANIA Single Family
55104 MN SAINT XXXX Single Family
98405 WA TACOMA Single Family
93555 CA RIDGECREST Single Family
92311 CA BARSTOW Single Family
32583 FL XXXXXX Single Family
98513 WA OLYMPIA Single Family
33441 FL DEERFIELD BEACH Condominium
60137 IL XXXX ELLYN Single Family
75050 TX GRAND PRAIRIE 2-4 Family
30265 GA NEWNAN PUD
79347 TX MULESHOE Single Family
95206 CA STOCKTON Single Family
95815 CA SACRAMENTO Single Family
77474 TX SEALY Single Family
77047 TX HOUSTON Single Family
77026 TX HOUSTON Single Family
34741 FL KISSIMMEE Single Family
55407 MN MINNEAPOLIS Single Family
48471 MI SANDUSKY Single Family
77833 TX BRENHAM Single Family
77004 TX HOUSTON Single Family
63104 MO SAINT LOUIS Single Family
60446 IL ROMEOVILLE PUD
55106 MN Saint Xxxx 2-4 Family
75241 TX DALLAS Single Family
21230 MD BALTIMORE Single Family
77023 TX HOUSTON 2-4 Family
77023 TX HOUSTON 2-4 Family
93306 CA BAKERSFIELD Single Family
85041 AZ PHOENIX Single Family
60652 IL CHICAGO 2-4 Family
80219 CO DENVER Single Family
77088 TX HOUSTON Single Family
55420 MN BLOOMINGTON Single Family
76308 TX WICHITA FALLS Single Family
23150 VA Sandston Single Family
20785 MD HYATTSVILLE Single Family
77377 TX TOMBALL PUD
87110 NM ALBUQUERQUE Single Family
32967 FL VERO BEACH Single Family
98023 WA FEDERAL WAY Single Family
00000 XX XX XXXX Xxxxxx Xxxxxx
00000 CA SELMA Single Family
60652 IL CHICAGO Single Family
33186 FL MIAMI PUD
98501 WA OLYMPIA PUD
92308 CA APPLE VALLEY Single Family
60636 IL CHICAGO 2-4 Family
55362 MN MONTICELLO Single Family
60617 IL CHICAGO 2-4 Family
48203 MI DETROIT Single Family
33324 FL DAVIE PUD
85041 AZ PHOENIX PUD
32277 FL JACKSONVILLE Single Family
93230 CA HANFORD Single Family
67951 KS HUGOTON Single Family
77581 TX PEARLAND PUD
55006 MN BRAHAM Single Family
30127 GA POWDER SPRINGS PUD
55427 MN GOLDEN VALLEY Single Family
60139 IL GLENDALE HEIGHT Single Family
46131 IN Franklin Single Family
75216 TX DALLAS Single Family
60181 IL VILLA PARK Single Family
60804 IL CICERO Single Family
92562 CA MURRIETA Condominium
33189 FL MIAMI PUD
60623 IL CHICAGO 2-4 Family
46218 IN INDIANAPOLIS Single Family
93307 CA BAKERSFIELD Single Family
85757 AZ TUCSON PUD
75160 TX TERRELL PUD
60632 IL CHICAGO 2-4 Family
48348 MI CLARKSTON Single Family
75244 TX DALLAS Single Family
92308 CA APPLE VALLEY Single Family
89115 NV LAS VEGAS Single Family
77020 TX HOUSTON Single Family
2907 RI RHODE ISLAND Single Family
77586 TX SEABROOK Condominium
75670 TX XXXXXXXX Single Family
97266 OR PORTLAND Single Family
85043 AZ PHOENIX PUD
33142 FL MIAMI Single Family
30082 GA SMYRNA PUD
48327 MI WATERFORD Single Family
92308 CA APPLE VALLEY Single Family
95838 CA SACRAMENTO Single Family
00000 XX XXXXXX XXXX XXX
00000 XX XXXXXX PUD
77033 TX HOUSTON Single Family
32808 FL ORLANDO Single Family
33015 FL HIALEAH PUD
85027 AZ Phoenix Single Family
60458 IL JUSTICE Single Family
32736 FL EUSTIS PUD
33409 FL WEST PALM BEACH Single Family
34984 FL PORT SAINT LUCI Single Family
60440 IL BOLINGBROOK Single Family
53186 WI WAUKESHA Single Family
33570 FL RUSKIN Single Family
93560 CA (ROSAMOND AREA) Single Family
85041 AZ PHOENIX PUD
89106 NV LAS VEGAS Single Family
60651 IL CHICAGO Single Family
77088 TX HOUSTON Single Family
48205 MI DETROIT Single Family
85323 AZ AVONDALE Single Family
60101 IL ADDISON Condominium
32223 FL JACKSONVILLE Single Family
67665 KS XXXXXXX Single Family
95358 CA MODESTO Single Family
60651 IL CHICAGO Single Family
12068 NY Xxxxx Single Family
34608 FL SPRING HILL Single Family
48219 MI DETROIT Single Family
93309 CA BAKERSFIELD PUD
33066 FL COCONUT CREEK Condominium
34113 FL Naples Condominium
75040 TX GARLAND Single Family
79413 TX Lubbock Single Family
55369 MN MAPLE GROVE Single Family
93307 CA BAKERSFIELD Single Family
60629 IL CHICAGO Single Family
46221 IN Indianapolis Single Family
78237 TX SAN ANTONIO Single Family
0000 XX DANBURY Condominium
60148 IL LOMBARD Single Family
93591 CA PALMDALE AREA Single Family
78541 TX EDINBURG Single Family
00000 XX XX. LOUIS Single Family
77041 TX HOUSTON PUD
38109 TN Memphis Single Family
60090 IL WHEELING PUD
78547 TX GARCIASVILLE Single Family
38109 TN Memphis Single Family
76901 TX SAN XXXXXX Single Family
33174 FL MIAMI Condominium
0000 XX XXXXX XXXXXXXXXX Xxxxxx Xxxxxx
00000 FL LAKE WORTH Single Family
32738 FL DELTONA Single Family
92410 CA SAN BERNARDINO Single Family
76117 TX XXXXXX CITY Single Family
77016 TX HOUSTON Single Family
90011 CA LOS ANGELES 2-4 Family
30223 GA GRIFFIN Single Family
95815 CA SACRAMENTO Single Family
33905 FL FORT XXXXX Single Family
78248 TX SAN ANTONIO PUD
33912 FL FORT XXXXX Single Family
1905 MA LYNN Single Family
31714 GA ASHBURN Single Family
95380 CA TURLOCK Single Family
19603 PA Reading Single Family
92583 CA SAN JACINTO Single Family
32825 FL ORLANDO Single Family
74017 OK CLAREMORE Single Family
00000 XX XXXXXXXXXX 2-4 Family
95828 CA SACRAMENTO Single Family
95360 CA XXXXXX Single Family
97008 OR Beaverton 2-4 Family
11901 NY RIVERHEAD Single Family
75035 TX FRISCO PUD
29203 SC COLUMBIA Single Family
78211 TX SAN ANTONIO Single Family
20747 MD DISTRICT HEIGHT Single Family
46383 IN Valparaiso Single Family
38109 TN MEMPHIS Single Family
75215 TX DALLAS Single Family
60637 IL CHICAGO Condominium
92324 CA COLTON Single Family
60402 IL BERWYN Single Family
92392 CA VICTORVILLE Single Family
55101 MN SAINT XXXX Single Family
30310 GA ATLANTA Single Family
64128 MO KANSAS CITY Single Family
39305 MS MERIDIAN Single Family
39204 XX XXXXXXX Single Family
61041 IL HANOVER Single Family
76528 TX GATESVILLE Single Family
63121 MO SAINT LOUIS Single Family
66109 KS KANSAS CITY Single Family
48212 MI HAMTRAMCK Single Family
2908 RI PROVIDENCE 2-4 Family
30040 GA CUMMING PUD
90059 CA LOS ANGELES Single Family
75087 TX ROCKWALL PUD
33032 FL HOMESTEAD Single Family
39350 MS PHILADELPHIA Single Family
62203 IL CENTREVILLE Single Family
55445 MN BROOKLYN PARK Single Family
76462 TX LIPAN Single Family
12832 NY GRANVILLE 2-4 Family
75217 TX DALLAS Single Family
49224 MI Albion Single Family
85037 AZ PHOENIX PUD
78227 TX SAN ANTONIO Single Family
48167 MI NORTHVILLE TOWN Condominium
93304 CA BAKERSFIELD Single Family
79339 TX LITTLEFIELD Single Family
78237 TX SAN ANTONIO Single Family
33196 FL MIAMI PUD
39301 MS MERIDIAN Single Family
76117 TX XXXXXX CITY Single Family
78227 TX SAN ANTONIO Single Family
55413 MN MINNEAPOLIS 2-4 Family
80424 CO BRECKENRIDGE Condominium
29203 SC COLUMBIA Single Family
75070 TX MC XXXXXX PUD
60443 IL MATTESON Single Family
98001 WA Auburn Single Family
85338 AZ GOODYEAR Single Family
33993 FL CAPE CORAL Single Family
61048 IL Xxxx Single Family
21213 MD BALTIMORE Single Family
75051 TX GRAND PRAIRIE Single Family
32218 FL Jacksonville PUD
78947 TX LEXINGTON Single Family
60643 IL CHICAGO 2-4 Family
60426 IL XXXXXX Single Family
33312 FL FT. LAUDERDALE Single Family
78584 TX ROMA Single Family
62002 IL ALTON Single Family
49659 MI MANCELONA Single Family
32780 FL TITUSVILLE Single Family
23704 VA PORTSMOUTH Single Family
34748 FL LEESBURG Single Family
60101 IL ADDISON Single Family
73119 OK OKLAHOMA CITY Single Family
34984 FL PORT SAINT LUCI Single Family
92509 CA RIVERSIDE Single Family
77033 TX HOUSTON Single Family
78557 TX XXXXXXX Single Family
55303 MN RAMSEY Single Family
73135 OK OKLAHOMA CITY Single Family
60629 IL CHICAGO Single Family
18640 PA HUGHESTOWN 2-4 Family
17847 PA SNTA ANA 2-4 Family
75217 TX DALLAS Single Family
95301 CA Atwater Single Family
77011 TX HOUSTON Single Family
30013 GA Conyers Single Family
77047 TX HOUSTON Single Family
54829 WI CUMBERLAND Single Family
48203 MI DETROIT 2-4 Family
74022 OK COPAN Single Family
77099 TX HOUSTON PUD
75217 TX DALLAS Single Family
56143 MN XXXXXXX Single Family
75051 TX GRAND PRAIRIE Single Family
55316 MN CHAMPLIN Single Family
64109 MO KANSAS CITY Single Family
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78216 TX SAN ANTONIO Single Family
94124 CA SAN FRANCISCO Single Family
95358 CA MODESTO Single Family
38053 TN MILLINGTON Single Family
77075 TX HOUSTON Single Family
77396 TX HOUSTON Single Family
92804 CA ANAHEIM Condominium
77373 TX SPRING PUD
76109 TX FORT WORTH Single Family
78758 TX AUSTIN 2-4 Family
91706 CA BALDWIN PARK Single Family
77072 TX HOUSTON PUD
90221 CA COMPTON Single Family
32132 FL EDGEWATER Single Family
43206 OH Columbus Single Family
92595 CA WILDOMAR PUD
85713 AZ TUCSON Single Family
31763 GA LEESBURG Single Family
78725 TX AUSTIN PUD
78046 TX LAREDO Single Family
77833 TX BRENHAM Single Family
77065 TX HOUSTON PUD
92677 CA LAGUNA NIGUEL Condominium
48910 MI Lansing Single Family
92545 CA HEMET PUD
48186 MI WAYNE Single Family
34947 FL FORT PIERCE Single Family
76054 TX HURST Single Family
55033 MN HASTINGS Condominium
92557 CA MORENO VALLEY Single Family
60636 IL CHICAGO Single Family
60194 IL HOFFMAN ESTATES Condominium
78628 TX GEORGETOWN Single Family
84120 UT WEST VALLEY Single Family
77090 TX HOUSTON PUD
45014 OH FAIRFIELD Single Family
53404 WI RACINE 2-4 Family
87107 NM ALBUQUERQUE Single Family
55104 MN SAINT PAUL Single Family
90022 CA LOS ANGELES Single Family
55403 MN MINNEAPOLIS Condominium
78411 TX CORPUS CHRISTI Single Family
88001 NM Las Cruces Single Family
92555 CA MORENO VALLEY PUD
32501 FL Pensacola Single Family
79924 TX EL PASO Single Family
48219 MI DETROIT Single Family
30038 GA LITHONIA Condominium
48881 MI SARANAC Single Family
80012 CO AURORA PUD
63376 MO SAINT PETERS Single Family
64131 MO KANSAS CITY Single Family
90301 CA INGLEWOOD Single Family
95503 CA Eureka Single Family
62012 IL BRIGHTON Single Family
49503 MI GRAND RAPIDS 2-4 Family
92057 CA OCEANSIDE Single Family
87106 NM ALBUQUERQUE Single Family
95670 CA RANCHO CORDOVA Single Family
75150 TX MESQUITE Single Family
30083 GA STONE MOUNTAIN Single Family
60630 IL CHICAGO PUD
78250 TX SAN ANTONIO Single Family
90255 CA LOS ANGELES Single Family
92563 CA MURRIETA Single Family
18466 PA TOBYHANNA Single Family
77039 TX HOUSTON Single Family
43460 OH Rossford Single Family
34690 FL HOLIDAY Single Family
30120 GA CARTERSVILLE Single Family
64134 MO KANSAS CITY Single Family
91331 CA LOS ANGELES Single Family
78245 TX SAN ANTONIO PUD
35045 AL CLANTON Single Family
91910 CA CHULA VISTA PUD
66204 KS OVERLAND PARK PUD
33540 FL Zephyrhills Single Family
33179 FL MIAMI PUD
30331 GA ATLANTA Single Family
46151 IN Martinsville Single Family
53206 WI MILWAUKEE 2-4 Family
93304 CA BAKERSFIELD Single Family
74014 OK BROKEN ARROW Single Family
44035 OH Elyria Single Family
95407 CA SANTA ROSA PUD
77057 TX HOUSTON PUD
92105 CA SAN DIEGO Single Family
95206 CA STOCKTON Single Family
30132 GA DALLAS Single Family
55445 MN BROOKLYN PARK PUD
53405 WI RACINE 2-4 Family
12763 NY MOUNTAINDALE Single Family
75442 TX FARMERSVILLE Single Family
77041 TX HOUSTON Single Family
90680 CA STANTON Condominium
62221 IL BELLEVILLE Single Family
77338 TX HUMBLE PUD
60613 IL CHICAGO Condominium
6114 CT HARTFORD 2-4 Family
45402 OH DAYTON Single Family
34608 FL SPRING HILL Single Family
33445 FL DELRAY BEACH PUD
93552 CA PALMDALE Single Family
90723 CA PARAMOUNT Single Family
47960 IN Monticello Single Family
91331 CA LOS ANGELES Single Family
91745 CA HACIENDA HEIGHTS Single Family
78222 TX SAN ANTONIO Single Family
60620 IL CHICAGO Single Family
33905 FL FORT MYERS Single Family
19120 PA Philadelphia Townhouse
77568 TX LA MARQUE PUD
35235 AL BIRMINGHAM Single Family
93647 CA OROSI Single Family
85205 AZ MESA Single Family
8234 NJ EGG HARBOR TOWN Single Family
59101 MT BILLINGS Single Family
90638 CA LA MIRADA Single Family
75217 TX DALLAS PUD
78238 TX SAN ANTONIO Single Family
75146 TX LANCASTER Single Family
47307 IN Muncie Single Family
75154 TX GLENN HEIGHTS Single Family
76180 TX NORTH RICHLAND Single Family
90042 CA LOS ANGELES Single Family
30039 GA SNELLVILLE Single Family
30213 GA FAIRBURN PUD
32767 FL PAISLEY Single Family
92627 CA COSTA MESA Condominium
75062 TX IRVING Single Family
33511 FL BRANDON PUD
32244 FL JACKSONVILLE Single Family
33160 FL SUNNY ISLES BEA Condominium
90660 CA PICO RIVERA Single Family
95301 CA ATWATER Single Family
30220 GA GRANTVILLE Single Family
96740 HI KAILUA KONA Single Family
78223 TX SAN ANTONIO Single Family
94577 CA SAN LEANDRO Single Family
60619 IL CHICAGO Single Family
85019 AZ PHOENIX Single Family
97303 OR SALEM Single Family
30011 GA Auburn Single Family
75135 TX CADDO MILLS Single Family
20646 MD LA PLATA PUD
48141 MI INKSTER Single Family
30274 GA RIVERDALE Single Family
60402 IL BERWYN Single Family
90650 CA NORWALK Single Family
87412 NM BLANCO Single Family
32835 FL Orlando Single Family
90650 CA NORWALK Single Family
20151 VA CHANTILLY Single Family
93612 CA Clovis Single Family
33604 FL Tampa Single Family
37211 TN NASHVILLE Single Family
77521 TX BAYTOWN PUD
53209 WI MILWAUKEE 2-4 Family
89032 NV LAS VEGAS Single Family
49015 MI BATTLE CREEK Single Family
77478 TX SUGAR LAND PUD
85713 AZ TUCSON Single Family
32818 FL ORLANDO PUD
55122 MN EAGAN Condominium
85035 AZ PHOENIX Single Family
23608 VA NEWPORT NEWS Single Family
46226 IN INDIANAPOLIS Single Family
23704 VA PORTSMOUTH Single Family
33024 FL HOLLYWOOD Single Family
60625 IL CHICAGO 2-4 Family
91016 CA MONROVIA 2-4 Family
93212 CA CORCORAN Single Family
34668 FL PORT RICHEY Single Family
37013 TN ANTIOCH Single Family
99004 WA CHENEY Single Family
46368 IN PORTAGE Single Family
21220 MD MIDDLE RIVER Single Family
77080 TX HOUSTON Single Family
34746 FL KISSIMMEE PUD
76065 TX MIDLOTHIAN Single Family
75137 TX DUNCANVILLE Single Family
78539 TX EDINBURG PUD
21227 MD BALTIMORE Single Family
89030 NV NORTH LAS VEGAS Single Family
6511 CT NEW HAVEN Single Family
15018 PA Buena Vista Single Family
95407 CA SANTA ROSA Single Family
48417 MI BURT Single Family
78230 TX SAN ANTONIO Single Family
93241 CA LAMONT 2-4 Family
48602 MI Saginaw Single Family
32205 FL Jacksonville Single Family
30296 GA RIVERDALE Single Family
90805 CA LONG BEACH 2-4 Family
85027 AZ Phoenix Single Family
32068 FL Middleburg PUD
91342 CA LOS ANGELES Single Family
17522 PA EPHRATE Single Family
33607 FL TAMPA Single Family
33594 FL VALRICO Single Family
32822 FL ORLANDO Single Family
60426 IL HARVEY Single Family
93219 CA EARLIMART Single Family
64132 MO KANSAS CITY Single Family
77077 TX HOUSTON PUD
34744 FL KISSIMMEE Single Family
54456 WI NEILLSVILLE Single Family
32246 FL JACKSONVILLE Single Family
78112 TX Elmendorf Single Family
75791 TX WHITEHOUSE Single Family
77532 TX CROSBY Single Family
34758 FL KISSIMMEE PUD
78745 TX AUSTIN Single Family
24501 VA LYNCHBURG Single Family
84118 UT SALT LAKE CITY Single Family
33021 FL HOLLYWOOD Single Family
33525 FL Dade City Single Family
45504 OH SPRINGFIELD 2-4 Family
60411 IL CHICAGO HEIGHTS Single Family
77449 TX KATY Single Family
37411 TN Chattanooga Single Family
92883 CA CORONA PUD
15108 PA Coraopolis Single Family
77539 TX DICKINSON Single Family
75134 TX LANCASTER Single Family
36116 AL MONTGOMERY Single Family
75048 TX SACHSE Single Family
13039 NY Cicero Single Family
60448 IL MOKENA Condominium
33435 FL BOYTON BEACH Single Family
48034 MI SOUTHFIELD Condominium
21875 MD DELMAR Single Family
34668 FL PORT RICHEY Single Family
55720 MN CLOQUET Single Family
92220 CA BANNING Single Family
60564 IL NAPERVILLE PUD
91344 CA LOS ANGELES Single Family
91325 CA LOS ANGELES Single Family
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65020 MO CAMDENTON Single Family
48174 MI ROMULUS Single Family
32792 FL Winter Park Condominium
30281 GA STOCKBRIDGE Single Family
55318 MN CHASKA Condominium
30236 GA JONESBORO Single Family
95492 CA WINDSOR Single Family
56007 MN ALBERT LEA Single Family
33056 FL MIAMI Single Family
60646 IL CHICAGO Single Family
33604 FL TAMPA Single Family
66102 KS KANSAS CITY Single Family
77356 TX MONTGOMERY PUD
27501 NC ANGIER Single Family
75042 TX GARLAND Single Family
30135 GA DOUGLASVILLE Single Family
76065 TX MIDLOTHIAN Single Family
80110 CO ENGLEWOOD Condominium
32927 FL COCOA Single Family
91977 CA SPRING VALLEY Single Family
60632 IL CHICAGO 2-4 Family
48225 MI HARPER WOODS Single Family
37914 TN KNOXVILLE Single Family
53218 WI MILWAUKEE Single Family
91344 CA GRANADA HILLS Single Family
32225 FL JACKSONVILLE Single Family
46231 IN Indianapolis Single Family
30605 GA Athens Single Family
77040 TX HOUSTON Single Family
75462 TX PARIS Single Family
74012 OK BROKEN ARROW Single Family
33603 FL TAMPA Single Family
48910 MI Lansing Single Family
21227 MD HALETHORPE Single Family
74868 OK Seminole Single Family
33321 FL TAMARAC Condominium
92880 CA CORONA Single Family
80011 CO AURORA Single Family
91789 CA WALNUT Single Family
19134 PA Philadelphia Townhouse
48180 MI Taylor Single Family
46978 IN Royal Center Single Family
77041 TX HOUSTON Single Family
32210 FL JACKSONVILLE Single Family
81004 CO Pueblo Single Family
32073 FL ORANGE PARK Single Family
33170 FL MIAMI Single Family
75238 TX DALLAS Single Family
20746 MD SUITLAND Single Family
93703 CA FRESNO Single Family
32225 FL JACKSONVILLE PUD
30311 GA ATLANTA Single Family
31763 GA LEESBURG Single Family
33441 FL DEERFIELD BEACH Condominium
23320 VA CHESAPEAKE Single Family
36532 AL FAIRHOPE Single Family
75043 TX GARLAND Single Family
33063 FL MARGATE Condominium
33781 FL PINELLAS PARK Single Family
55805 MN DULUTH Single Family
33015 FL MIAMI Single Family
34984 FL PORT ST LUCIE Single Family
11207 NY BROOKLYN 2-4 Family
85017 AZ PHOENIX Single Family
29651 SC GREER Single Family
27834 NC Greenville Single Family
95838 CA SACRAMENTO Single Family
98531 WA CENTRALIA Single Family
32808 FL Orlando PUD
55033 MN HASTINGS Single Family
30238 GA JONESBORO Single Family
90601 CA WHITTIER AREA Single Family
90621 CA BUENA PARK Single Family
83442 ID RIGBY Single Family
28412 NC WILMINGTON Single Family
12020 NY Ballston Spa PUD
92707 CA SANTA ANA Single Family
74033 OK GLENPOOL Single Family
33055 FL CAROL CITY Single Family
56051 MN KIESTER Single Family
55720 MN CLOQUET Single Family
33584 FL Seffner Single Family
80011 CO AURORA Single Family
85035 AZ PHOENIX Single Family
68026 NE Fremont Single Family
33409 FL WEST PALM BEACH Single Family
34433 FL Citrus Springs Single Family
33905 FL FORT MYERS Single Family
32763 FL Orange City Single Family
53205 WI MILWAUKEE Single Family
32738 FL DELTONA Single Family
93001 CA VENTURA Single Family
33015 FL MIAMI Condominium
60099 IL ZION Single Family
37865 TN SEYMOUR Single Family
92832 CA FULLERTON Single Family
32068 FL MIDDLEBURG Single Family
85040 AZ Phoenix Single Family
55075 MN SOUTH SAINT PAU Single Family
33025 FL HOLLYWOOD Condominium
33189 FL MIAMI Single Family
34207 FL BRADENTON Condominium
3817 NH CHOCORUA Single Family
33142 FL MIAMI Single Family
29726 SC MC CONNELLS Single Family
81413 CO CEDAREDGE Single Family
53210 WI MILWAUKEE 2-4 Family
32117 FL DAYTONA BEACH Single Family
97051 OR SAINT HELENS Single Family
30064 GA MARIETTA Condominium
33936 FL LEHIGH ACRES Single Family
70058 LA HARVEY Single Family
93306 CA BAKERSFIELD Single Family
93033 CA OXNARD Single Family
30008 GA MARIETTA PUD
33781 FL PINELLAS PARK Single Family
33321 FL TAMARAC Condominium
85014 AZ PHOENIX Condominium
34266 FL Arcadia Single Family
85027 AZ PHOENIX Single Family
55387 MN WACONIA PUD
85374 AZ SURPRISE Single Family
40165 KY Shepherdsville Single Family
8005 NJ Barnegat Condominium
53209 WI MILWAUKEE 2-4 Family
77023 TX HOUSTON Single Family
76049 TX Granbury Condominium
30141 GA HIRAM PUD
77090 TX HOUSTON PUD
92703 CA SANTA ANA Single Family
98577 WA RAYMOND Single Family
92336 CA FONTANA Single Family
75068 TX LITTLE ELM PUD
55066 MN RED WING Single Family
75074 TX Plano Single Family
93204 CA AVENAL Single Family
78753 TX AUSTIN Single Family
77084 TX HOUSTON PUD
80227 CO LAKEWOOD Condominium
89120 NV LAS VEGAS PUD
60026 IL GLENVIEW Single Family
30228 GA HAMPTON Single Family
46214 IN INDIANAPOLIS Single Family
92683 CA WESTMINSTER Single Family
46234 IN INDIANAPOLIS Single Family
30096 GA Duluth PUD
77449 TX KATY PUD
55343 MN HOPKINS PUD
77546 TX FRIENDSWOOD Single Family
43613 OH Toledo Single Family
55106 MN SAINT PAUL Single Family
78247 TX SAN ANTONIO PUD
30011 GA AUBURN Single Family
30228 GA HAMPTON Single Family
78504 TX MCALLEN Single Family
34208 FL BRADENTON Single Family
66012 KS BONNER SPRINGS Single Family
32117 FL DAYTONA BEACH Single Family
32668 FL MORRISTON Single Family
29115 SC ORANGEBURG Single Family
97355 OR LEBANON Single Family
33610 FL TAMPA Single Family
6058 CT NORFOLK Single Family
34769 FL SAINT CLOUD Single Family
33411 FL West Palm Beach PUD
90042 CA LOS ANGELES 2-4 Family
92346 CA HIGHLAND Single Family
53215 WI MILWAUKEE Single Family
80910 CO COLORADO SPRING Single Family
34608 FL SPRING HILL Single Family
66048 KS Leavenworth Single Family
90620 CA BUENA PARK Single Family
77346 TX HUMBLE PUD
32804 FL ORLANDO Single Family
60628 IL CHICAGO Single Family
90680 CA STANTON Single Family
92707 CA SANTA ANA Single Family
33068 FL NORTH LAUDERDAL Condominium
91913 CA CHULA VISTA PUD
47930 IN CLARKS HILL Single Family
30187 GA WINSTON PUD
99403 WA Clarkston Single Family
33610 FL TAMPA Single Family
70072 LA MARRERO Single Family
92802 CA ANAHEIM Single Family
60415 IL CHICAGO RIDGE Condominium
93274 CA TULARE Single Family
63114 MO Saint Louis Single Family
33127 FL Miami Single Family
85009 AZ Phoenix Single Family
33065 FL CORAL SPRINGS Condominium
30058 GA LITHONIA Single Family
78109 TX CONVERSE Single Family
96021 CA CORNING Single Family
80911 CO COLORADO SPRING Single Family
32703 FL APOPKA Single Family
33954 FL PORT CHARLOTTE Single Family
30213 GA FAIRBURN PUD
75044 TX GARLAND Single Family
75048 TX SACHSE Single Family
78233 TX SAN ANTONIO PUD
92223 CA BEAUMONT Condominium
32811 FL ORLANDO PUD
32114 FL DAYTONA BEACH Single Family
30121 GA CARTERSVILLE Single Family
11434 NY JAMAICA 2-4 Family
88012 NM LAS CRUCES Single Family
33810 FL LAKELAND Single Family
77075 TX HOUSTON PUD
34974 FL OKEECHOBEE Single Family
43229 OH Columbus Single Family
48328 MI WATERFORD Single Family
77088 TX HOUSTON Single Family
30296 GA RIVERDALE Single Family
33169 FL MIAMI Single Family
85706 AZ TUCSON Single Family
54311 WI GREEN BAY Condominium
44313 OH AKRON Single Family
48219 MI DETROIT Single Family
32112 FL CRESCENT CITY Single Family
37172 TN SPRINGFIELD Single Family
37207 TN NASHVILLE Single Family
92584 CA MENIFEE Single Family
49001 MI KALAMAZOO Single Family
30296 GA RIVERDALE PUD
80120 CO Littleton Condominium
32211 FL JACKSONVILLE Single Family
34481 FL OCALA Single Family
34758 FL KISSIMMEE PUD
91321 CA NEWHALL AREA PUD
47356 IN Middletown Single Family
46312 IN EAST CHICAGO 2-4 Family
92701 CA SANTA ANA Condominium
60638 IL CHICAGO Condominium
76108 TX FORT WORTH Single Family
6770 CT NAUGATUCK Single Family
32127 FL PORT ORANGE Single Family
37013 TN ANTIOCH Single Family
85308 AZ BLENDALE Single Family
75052 TX GRAND PRAIRIE PUD
41603 KY HONAKER Single Family
53402 WI RACINE 2-4 Family
33064 FL POMPANO BEACH Single Family
33525 FL DADE CITY Single Family
32742 FL DELAND Single Family
33705 FL SAINT PETERSBURG Single Family
85739 AZ TUCSON Single Family
93555 CA RIDGECREST Single Family
92706 CA SANTA ANA Single Family
63301 MO SAINT CHARLES Single Family
30058 GA LITHONIA Single Family
91605 CA NORTH HOLLYWOOD Single Family
53119 WI EAGLE Single Family
93304 CA BAKERSFIELD Single Family
32810 FL ORLANDO Single Family
85335 AZ EL MIRAGE Single Family
85042 AZ PHOENIX Single Family
67110 KS MULVANE Single Family
92627 CA COSTA MESA Condominium
33056 FL MIAMI Single Family
60637 IL CHICAGO Condominium
7003 NJ BLOOMFIELD Single Family
97301 OR SALEM Single Family
33183 FL MIAMI Condominium
78640 TX KYLE PUD
32905 FL PALM BAY Single Family
78045 TX Laredo PUD
60436 IL JOLIET Single Family
60445 IL MIDLOTHIAN Single Family
48708 MI BAY CITY Single Family
93230 CA HANFORD Single Family
56621 MN BAGLEY Single Family
92336 CA FONTANA Single Family
60628 IL CHICAGO Single Family
30180 GA VILLA RICA PUD
64137 MO KANSAS CITY Single Family
77085 TX HOUSTON PUD
43229 OH COLUMBUS Single Family
43123 OH Grove City Single Family
98310 WA BREMERTON Single Family
76226 TX ARGYLE Single Family
93660 CA SAN JOAQUIN Single Family
92707 CA SANTA ANA Single Family
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87120 NM ALBUQUERQUE Single Family
48224 MI DETROIT Single Family
8067 NJ PEDRICKTOWN Single Family
85041 AZ PHOENIX Single Family
77504 TX PASADENA PUD
68803 NE GRAND ISLAND Single Family
32174 FL ORMOND BEACH Single Family
53223 WI MILWAUKEE 2-4 Family
98034 WA KIRKLAND Condominium
33920 FL Alva Single Family
60609 IL CHICAGO Single Family
30165 GA ROME Single Family
98531 WA CENTRALIA Single Family
66083 KS SPRING HILL Single Family
78745 TX AUSTIN Single Family
33462 FL LANTANA Condominium
44830 OH FOSTORIA Single Family
60046 IL LAKE VILLA Single Family
32713 FL Debary Single Family
85017 AZ PHOENIX Single Family
44107 OH LAKEWOOD 2-4 Family
48071 MI MADISON HEIGHTS Single Family
48154 MI LIVONIA Single Family
43230 OH Gahanna Single Family
42701 KY Elizabethtown Single Family
78504 TX MCALLEN Single Family
92801 CA ANAHEIM Single Family
78253 TX SAN ANTONIO PUD
30512 GA FLOWERY BRANCH PUD
55434 MN BLAINE PUD
60628 IL CHICAGO Single Family
55434 MN Blaine Condominium
30606 GA ATHENS Single Family
92395 CA VICTORVILLE Single Family
33597 FL WEBSTER Single Family
60419 IL DOLTON Single Family
79109 TX AMARILLO Single Family
44224 OH STOW Single Family
93662 CA SELMA Single Family
77099 TX HOUSTON PUD
32211 FL JACKSONVILLE Single Family
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85037 AZ PHOENIX PUD
11207 NY BROOKLYN Single Family
78109 TX CONVERSE PUD
33064 FL POMPANO BEACH Single Family
33161 FL NORTH MIAMI Condominium
8210 NJ Cape May Court House Single Family
32102 FL ASTOR Single Family
47562 IN ODON Single Family
76048 TX GRANBURY PUD
31404 GA THUNDERBOLT Single Family
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46228 IN INDIANAPOLIS Single Family
33809 FL LAKELAND Single Family
75043 TX GARLAND PUD
77591 TX TEXAS CITY Single Family
60123 IL ELGIN 2-4 Family
60177 IL SOUTH ELGIN Single Family
75032 TX ROCKWALL Single Family
6705 CT WATERBURY Single Family
53218 WI MILWAUKEE 2-4 Family
92562 CA MURRIETA Single Family
90640 CA MONTEBELLO Single Family
90805 CA LONG BEACH 2-4 Family
83634 ID Kuna PUD
48224 MI Detroit Single Family
78628 TX GEORGETOWN Single Family
35215 AL BIRMINGHAM Single Family
78130 TX NEW BRAUNFELS Single Family
80013 CO AURORA Single Family
64506 MO SAINT JOSEPH Single Family
30121 GA Cartersville PUD
94585 CA SUISUN CITY Single Family
48205 MI DETROIT Single Family
74127 OK TULSA Single Family
78617 TX DEL VALLE PUD
33305 FL WILTON MANORS Condominium
77379 TX SPRING PUD
55122 MN EAGAN PUD
77089 TX HOUSTON PUD
33173 FL MIAMI Condominium
60623 IL CHICAGO Single Family
53218 WI MILWAUKEE Single Family
92707 CA SANTA ANA Single Family
21734 MD FUNKSTOWN Single Family
80220 CO DENVER Single Family
85281 AZ TEMPE PUD
92273 CA SEELEY Single Family
79108 TX AMARILLO Single Family
92705 CA SANTA ANA Single Family
30022 GA ALPHARETTA Single Family
29651 SC GREER 2-4 Family
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30248 GA LOCUST GROVE PUD
30157 GA DALLAS Single Family
60440 IL BOLINGBROOK Condominium
20781 MD HYATTSVILLE Single Family
75056 TX THE COLONY Single Family
30349 GA COLLEGE PARK Single Family
32548 FL FORT WALTON BEA Single Family
75007 TX CARROLLTON Single Family
7028 NJ GLEN RIDGE Single Family
93021 CA MOORPARK Single Family
86401 AZ KINGMAN Single Family
95667 CA PLACERVILLE Single Family
85303 AZ GLENDALE Single Family
95815 CA SACRAMENTO Single Family
34205 FL BRADENTON Single Family
33064 FL POMPANO BEACH PUD
23707 VA PORTSMOUTH Single Family
32404 FL PANAMA CITY Single Family
30517 GA BRASELTON PUD
64081 MO LEES SUMMIT Single Family
75407 TX PRINCETON Single Family
77833 TX BRENHAM Single Family
55406 MN MINNEAPOLIS Single Family
60153 IL MAYWOOD Single Family
85008 AZ PHOENIX Single Family
32808 FL Orlando Single Family
77493 TX KATY PUD
98584 WA SHELTON Single Family
20747 MD FORESTVILLE PUD
33013 FL HIALEAH Single Family
35578 AL NAUVOO Single Family
70814 LA BATON ROUGE Single Family
60074 IL PALATINE Condominium
77868 TX NAVASOTA Single Family
34432 FL Dunnellon PUD
49508 MI GRAND RAPIDS 2-4 Family
30120 GA CARTERSVILLE Single Family
88101 NM CLOVIS Single Family
30087 GA STONE MOUNTAIN Single Family
76065 TX MIDLOTHIAN Single Family
44053 OH LORAIN Single Family
37343 TN HIXSON Single Family
32225 FL JACKSONVILLE PUD
77365 TX PORTER PUD
55411 MN MINNEAPOLIS Single Family
85008 AZ PHOENIX Single Family
63069 MO PACIFIC Single Family
48185 MI WESTLAND Single Family
81401 CO MONTROSE Single Family
30145 GA KINGSTON PUD
60110 IL CARPENTERSVILLE Single Family
32811 FL Orlando Condominium
97527 OR Grants Pass Single Family
80013 CO AURORA Single Family
93305 CA BAKERSFIELD Single Family
30127 GA POWDER SPRINGS Single Family
23602 VA Newport News Single Family
32909 FL PALM BAY Single Family
30228 GA HAMPTON PUD
30294 GA ELLENWOOD PUD
85201 AZ MESA Single Family
80030 CO WESTMINSTER Single Family
33016 FL HIALEAH Condominium
30157 GA DALLAS Single Family
77346 TX HUMBLE PUD
76063 TX MANSFIELD Single Family
85031 AZ PHOENIX Single Family
21502 MD CUMBERLAND Single Family
44626 OH EAST SPARTA Single Family
80906 CO COLORADO SPRING Single Family
19446 PA Lansdale Condominium
7018 NJ EAST ORANGE Single Family
48188 MI CANTON Condominium
78754 TX AUSTIN Single Family
78504 TX MCALLEN Single Family
44130 OH PARMA HTS Single Family
60628 IL CHICAGO Single Family
30228 GA HAMPTON PUD
6708 CT Waterbury Condominium
19720 DE NEW CASTLE Single Family
12553 NY NEW WINDSOR 2-4 Family
56473 MN PILLAGER Single Family
6708 CT WATERBURY Condominium
12918 NY CADYVILLE Single Family
30135 GA DOUGLASVILLE Single Family
85037 AZ PHOENIX Single Family
39213 MS Jackson Single Family
78154 TX SELMA Single Family
85009 AZ PHOENIX Single Family
33127 FL MIAMI Single Family
92683 CA WESTMINSTER Single Family
60624 IL CHICAGO 2-4 Family
80907 CO COLORADO SPRING Single Family
46304 IN Chesterton Single Family
87123 NM ALBUQUERQUE PUD
92562 CA MURRIETA Single Family
75220 TX DALLAS Single Family
85019 AZ PHOENIX Single Family
33604 FL TAMPA Single Family
85201 AZ MESA Single Family
77545 TX FRESNO Single Family
30349 GA COLLEGE PARK PUD
15317 PA CANONSBURG Single Family
97305 OR SALEM Single Family
44117 OH EUCLID Single Family
77536 TX DEER PARK PUD
93648 CA PARLIER Single Family
32539 FL Crestview Single Family
46205 IN INDIANAPOLIS 2-4 Family
8312 NJ CLAYTON Single Family
60435 IL JOLIET Single Family
18657 PA TUNKHANNOCK Single Family
98632 WA LONGVIEW Single Family
32211 FL JACKSONVILLE Single Family
90603 CA WHITTIER Single Family
77084 TX HOUSTON PUD
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92504 CA RIVERSIDE Single Family
90002 CA LOS ANGELES Single Family
92231 CA CALEXICO Single Family
60649 IL CHICAGO Condominium
11778 NY ROCKY POINT Single Family
92571 CA PERRIS Single Family
92570 CA PERRIS Single Family
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94559 CA Napa Single Family
60707 IL ELMWOOD PARK Single Family
94605 CA OAKLAND Single Family
11552 NY WEST HEMPSTEAD Single Family
33437 FL BOYNTON BEACH PUD
90305 CA INGLEWOOD Single Family
92583 CA SAN JACINTO Single Family
92240 CA DESERT HOT SPRI Single Family
33544 FL Xxxxxx Chapel PUD
33155 FL MIAMI Single Family
92505 CA XXXXXX VALLEY Single Family
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85338 AZ GOODYEAR PUD
33065 FL CORAL SPRINGS 2-4 Family
85203 AZ MESA PUD
92551 CA XXXXXX VALLEY Single Family
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92553 CA XXXXXX VALLEY Single Family
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90001 CA LOS ANGELES Single Family
92571 CA PERRIS Single Family
90011 CA LOS ANGELES Single Family
98374 WA PUYALLUP PUD
92392 CA VICTORVILLE Single Family
95821 CA SACRAMENTO Single Family
92553 CA XXXXXX VALLEY Single Family
34231 FL SARASOTA Single Family
90605 CA WHITTIER 2-4 Family
94545 CA HAYWARD Single Family
91706 CA XXXXXXX PARK Single Family
7093 NJ WEST NEW YORK 2-4 Family
90221 CA COMPTON Single Family
92545 CA HEMET Single Family
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92583 CA SAN JACINTO Single Family
33327 FL WESTON Single Family
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92571 CA PERRIS Single Family
22193 VA Woodbridge Single Family
85381 AZ PEORIA Single Family
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95351 CA MODESTO Single Family
11411 NY CAMBRIA HEIGHTS Single Family
92346 CA HIGHLAND Single Family
89015 NV HENDERSON Single Family
11412 NY SAINT ALBANS Single Family
84084 UT WEST JORDAN PUD
92551 CA XXXXXX VALLEY Single Family
10306 NY STATEN ISLAND Single Family
11772 NY PATCHOGUE Single Family
8817 NJ EDISON Single Family
92555 CA XXXXXX VALLEY PUD
60564 IL NAPERVILLE Single Family
11784 NY SELDEN Single Family
90222 CA COMPTON Single Family
93536 CA LANCASTER Single Family
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92404 CA SAN BERNARDINO Single Family
92688 CA RANCHO SANTA XXXXXXXXX Condominium
92501 CA RIVERSIDE Single Family
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89123 NV Las Vegas Single Family
23235 VA Richmond Single Family
7439 NJ OGDENSBURG Single Family
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92563 CA MURRIETA PUD
93550 CA PALMDALE Single Family
92553 CA XXXXXX VALLEY Single Family
19130 PA PHILADELPHIA Single Family
33037 FL KEY LARGO Single Family
92404 CA SAN BERNARDINO Single Family
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34480 FL OCALA Single Family
11236 NY BROOKLYN 2-4 Family
11779 NY RONKONKOMA Single Family
95662 CA ORANGEVALE Single Family
60629 IL CHICAGO Single Family
92240 CA DESERT HOT SPRINGS Single Family
35951 AL ALBERTVILLE Single Family
91331 CA ARLETA Single Family
7111 NJ Irvington 2-4 Family
33498 FL BOCA RATON PUD
77082 TX HOUSTON PUD
23692 VA Yorktown Single Family
33415 FL WEST PALM BEACH PUD
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55106 MN SAINT XXXX Single Family
98226 WA Bellingham Single Family
34952 FL PORT SAINT LUCI Single Family
85045 AZ PHOENIX PUD
90022 CA LOS ANGELES Single Family
60446 IL ROMEOVILLE Single Family
60629 IL CHICAGO 2-4 Family
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94603 CA OAKLAND Single Family
21774 MD NEW MARKET Single Family
92630 CA LAKE FOREST Condominium
92503 CA RIVERSIDE Single Family
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95621 CA CITRUS HEIGHTS Single Family
33705 FL Saint Petersburg Single Family
20659 MD MECHANICSVILLE Single Family
7304 NJ JERSEY CITY 2-4 Family
89074 NV Henderson PUD
92675 CA SAN XXXX CAPIST Condominium
60073 IL ROUND LAKE Single Family
92040 CA LAKESIDE Single Family
92530 CA LAKE ELSINORE Single Family
92345 CA HESPERIA Single Family
93534 CA LANCASTER Single Family
34119 FL NAPLES PUD
92407 CA SAN BERNARDINO Single Family
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7885 NJ XXXXXXX Single Family
60639 IL CHICAGO Single Family
89123 NV LAS VEGAS Single Family
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80212 CO DENVER Single Family
98118 WA SEATTLE Single Family
92102 CA SAN DIEGO Single Family
33141 FL NORTH BAY VLGE. Single Family
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32818 FL ORLANDO PUD
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93552 CA PALMDALE Single Family
33165 FL MIAMI Single Family
90059 CA LOS ANGELES Single Family
90023 CA LOS ANGELES Single Family
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21061 MD XXXX XXXX Single Family
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33141 FL MIAMI BEACH Condominium
60047 IL LAKE ZURICH Single Family
92320 CA CALIMESA Single Family
93313 CA BAKERSFIELD Single Family
92868 CA ORANGE Condominium
91761 CA Ontario Single Family
33411 FL Royal Palm Beach Single Family
33178 FL DORAL PUD
93309 CA BAKERSFIELD Single Family
92102 CA SAN DIEGO Single Family
33445 FL DELRAY BEACH PUD
33311 FL WILTON MANORS Single Family
92376 CA RIALTO Single Family
92505 CA RIVERSIDE Single Family
92555 CA XXXXXX VALLEY Single Family
95610 CA CITRUS HEIGHTS Single Family
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92557 CA XXXXXX VALLEY Single Family
37066 TN GALLATIN Single Family
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95932 CA COLUSA Single Family
92240 CA DESERT HOT SPRI Single Family
93536 CA LANCASTER Single Family
90746 CA CARSON Single Family
11795 NY WEST ISLIP Single Family
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32825 FL ORLANDO PUD
45069 OH WEST XXXXXXX Single Family
90062 CA LOS ANGELES Single Family
10801 NY NEW XXXXXXXX Single Family
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48350 MI DAVISBURG Single Family
20111 VA Manassas Park Single Family
90011 CA LOS ANGELES 2-4 Family
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92376 CA RIALTO Single Family
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60443 IL MATTESON Single Family
90047 CA LOS ANGELES Single Family
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11207 NY BROOKLYN 2-4 Family
92570 CA PERRIS Single Family
33189 FL MIAMI PUD
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11727 NY CORAM Single Family
92571 CA PERRIS Single Family
92028 CA FALLBROOK Single Family
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11434 NY JAMAICA Single Family
90220 CA COMPTON Single Family
90059 CA LOS ANGELES Single Family
60448 IL MOKENA Single Family
92336 CA FONTANA Single Family
33193 FL MIAMI PUD
92505 CA RIVERSIDE PUD
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60647 IL CHICAGO 2-4 Family
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95823 CA SACRAMENTO Single Family
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34286 FL NORTH PORT Single Family
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55760 MN MCGREGOR Single Family
84093 UT SANDY Single Family
75034 TX FRISCO Single Family
90022 CA LOS ANGELES Single Family
92105 CA SAN DIEGO Single Family
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55427 MN NEW HOPE Single Family
11763 NY Medford Single Family
90011 CA LOS ANGELES Single Family
33325 FL DAVIE PUD
92503 CA RIVERSIDE Single Family
92509 CA RIVERSIDE PUD
10465 NY BRONX Single Family
95821 CA SACRAMENTO Single Family
92582 CA SAN JACINTO Single Family
90221 CA COMPTON Single Family
92571 CA PERRIS Single Family
90044 CA LOS ANGELES Single Family
90018 CA LOS ANGELES Single Family
91722 CA COVINA Single Family
20774 MD SPRINGDALE PUD
10707 NY TUCKAHOE Single Family
90810 CA LONG BEACH Single Family
95828 CA SACRAMENTO Single Family
95337 CA MANTECA Single Family
90044 CA LOS ANGELES Single Family
92026 CA ESCONDIDO Single Family
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33712 FL SAINT PETERSBURG Single Family
92504 CA RIVERSIDE Single Family
33141 FL Miami Beach Condominium
91762 CA ONTARIO Single Family
90044 CA LOS ANGELES Single Family
11758 NY Massapequa Single Family
89120 NV LAS VEGAS PUD
92656 CA ALISO VIEJO Condominium
32708 FL WINTER SPRINGS PUD
92571 CA PERRIS Single Family
92105 CA SAN DIEGO Single Family
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7601 NJ HACKENSACK 2-4 Family
11420 NY SOUTH OZONE PAR Single Family
90059 CA Los Angeles Single Family
90011 CA LOS ANGELES Single Family
55013 MN CHISAGO CITY Single Family
55387 MN WACONIA PUD
92553 CA MORENO VALLEY Single Family
11413 NY JAMAICA 2-4 Family
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90003 CA LOS ANGELES Single Family
92335 CA FONTANA Single Family
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20171 VA HERNDON Condominium
7036 NJ LINDEN 2-4 Family
90032 CA LOS ANGELES Single Family
60025 IL GLENVIEW Single Family
33952 FL PORT CHARLOTTE Single Family
7032 NJ Kearny Single Family
18974 PA Warminster Single Family
80237 CO DENVER Single Family
96753 HI KIHEI Single Family
92105 CA SAN DIEGO Single Family
85027 AZ PHOENIX Single Family
96062 CA MILLVILLE Single Family
8758 NJ OCEAN AKA WARETOWN Single Family
20782 MD HYATTSVILLE Single Family
92630 CA LAKE FOREST Condominium
11726 NY Copiague Single Family
21122 MD PASADENA Single Family
92530 CA LAKE ELSINORE Single Family
55304 MN ANDOVER Single Family
90805 CA LONG BEACH Single Family
92505 CA RIVERSIDE Single Family
60611 IL CHICAGO Condominium
92407 CA SAN BERNARDINO 2-4 Family
92551 CA MORENO VALLEY PUD
98042 WA COVINGTON PUD
11763 NY MEDFORD Single Family
90262 CA LYNWOOD 2-4 Family
11001 NY FLORAL PARK Single Family
92545 CA HEMET Single Family
90002 CA LOS ANGELES Single Family
96706 HI EWA BEACH Single Family
30248 GA LOCUST GROVE Single Family
90011 CA LOS ANGELES 2-4 Family
94533 CA FAIRFIELD Single Family
93551 CA PALMDALE Single Family
11783 NY SEAFORD Single Family
90044 CA LOS ANGELES Single Family
91739 CA RANCHO CUCAMONG Condominium
85212 AZ Mesa PUD
90002 CA LOS ANGELES 2-4 Family
90272 CA GARDENA Single Family
98466 WA Tacoma Single Family
21113 MD Odenton PUD
95687 CA Vacaville Single Family
91746 CA LA PUENTE AREA Single Family
90001 CA LOS ANGELES 2-4 Family
92114 CA SAN DIEGO Single Family
90011 CA LOS ANGELES Single Family
92503 CA RIVERSIDE AREA Single Family
91977 CA SPRING VALLEY Single Family
92801 CA ANAHEIM Condominium
90001 CA LOS ANGELES 2-4 Family
34787 FL WINTER GARDEN PUD
95206 CA STOCKTON Single Family
92707 CA SANTA ANA Condominium
32824 FL ORLANDO PUD
92870 CA PLACENTIA Single Family
33463 FL LAKE WORTH PUD
93619 CA CLOVIS Single Family
92236 CA COACHELLA Single Family
93535 CA LANCASTER Single Family
33496 FL BOCA RATON Single Family
91761 CA ONTARIO Single Family
91706 CA BALDWIN PARK Single Family
11434 NY JAMAICA Single Family
60304 IL OAK PARK Single Family
63017 MO CHESTERFIELD Single Family
91766 CA POMONA PUD
91331 CA PACOIMA Single Family
92691 CA MISSION VIEJO Condominium
92028 CA FALLBROOK Single Family
11520 NY FREEPORT Single Family
32404 FL PANAMA CITY Single Family
95209 CA STOCKTON Single Family
33322 FL PLANTATION PUD
92845 CA GARDEN GROVE Condominium
33160 FL SUNNY ISLES Condominium
11793 NY WANTAGH Single Family
95691 CA WEST SACRAMENTO Single Family
95628 CA FAIR OAKS Single Family
90011 CA LOS ANGELES 2-4 Family
11520 NY Freeport Single Family
95076 CA WATSONVILLE PUD
55419 MN MINNEAPOLIS 2-4 Family
20601 MD WALDORF Single Family
20664 MD NEWBURG Single Family
11691 NY FAR ROCKAWAY 2-4 Family
92114 CA SAN DIEGO Single Family
92509 CA RIVERSIDE AREA Single Family
90280 CA SOUTH GATE Single Family
92647 CA HUNTINGTON BEAC Condominium
92408 CA SAN BERNARDINO Single Family
91605 CA NORTH HOLLYWOOD Single Family
91768 CA POMONA Single Family
20165 VA STERLING PUD
92630 CA LAKE FOREST Condominium
7002 NJ BAYONNE 2-4 Family
92211 CA PALM DESERT Single Family
94124 CA SAN FRANCISCO Single Family
91103 CA PASADENA Single Family
91767 CA POMONA Single Family
7013 NJ CLIFTON 2-4 Family
95485 CA UPPER LAKE Single Family
20164 VA Sterling PUD
91706 CA BALDWIN PARK Single Family
11779 NY RONKONKOMA Single Family
34787 FL ORLANDO PUD
11763 NY MEDFORD Single Family
10983 NY TAPPAN Single Family
32132 FL EDGEWATER Single Family
90221 CA COMPTON Single Family
91402 CA LOS ANGELES Single Family
33143 FL MIAMI Single Family
92595 CA WILDOMAR PUD
90621 CA BUENA PARK Single Family
10307 NY STATEN ISLAND Single Family
92677 CA LAGUNA NIGUEL Condominium
92545 CA HEMET PUD
92630 CA LAKE FOREST Condominium
11553 NY UNIONDALE Single Family
85361 AZ WITTMANN Single Family
92675 CA SAN JUAN CAPISTRANO Condominium
92557 CA MORENO VALLEY Single Family
22405 VA Fredericksburg PUD
30078 GA SNELLVILLE Single Family
93455 CA SANTA MARIA Single Family
11793 NY WANTAGH Single Family
10553 NY MOUNT VERNON Single Family
11003 NY ELMONT Single Family
91732 CA EL MONTE Single Family
92154 CA SAN DIEGO Single Family
60477 IL TINLEY PARK Single Family
7032 NJ KEARNY 2-4 Family
92154 CA SAN DIEGO Single Family
10553 NY MOUNT VERNON 2-4 Family
33031 FL HOMESTEAD Single Family
92677 CA LAGUNA NIGUEL Condominium
30087 GA STONE MOUNTAIN Single Family
90044 CA LOS ANGELES Single Family
94565 CA PITTSBURG Single Family
95360 CA NEWMAN Single Family
90301 CA INGLEWOOD Single Family
87106 NM ALBUQUERQUE Single Family
93662 CA SELMA Single Family
92057 CA OCEANSIDE Single Family
95670 CA RANCHO CORDOVA Single Family
92111 CA SAN DIEGO 2-4 Family
92026 CA ESCONDIDO Single Family
34135 FL Bonita Springs Single Family
90255 CA LOS ANGELES Single Family
92563 CA MURRIETA Single Family
95307 CA CERES Single Family
33179 FL MIAMI PUD
91016 CA MONROVIA Single Family
90650 CA NORWALK Single Family
91910 CA CHULA VISTA PUD
92071 CA SANTEE Single Family
91406 CA LOS ANGELES Single Family
91803 CA ALHAMBRA Single Family
95215 CA STOCKTON Single Family
63131 MO SAINT LOUIS Single Family
21784 MD SYKESVILLE Single Family
92843 CA GARDEN GROVE PUD
20708 MD LAUREL PUD
91203 CA Glendale Condominium
77057 TX HOUSTON PUD
90032 CA LOS ANGELES 2-4 Family
95206 CA STOCKTON Single Family
92105 CA SAN DIEGO Single Family
11413 NY LAURELTON Single Family
91362 CA THOUSAND OAKS Condominium
22079 VA LORTON PUD
92688 CA RANCHO SANTA MA Condominium
95206 CA STOCKTON Single Family
90680 CA STANTON Condominium
90605 CA WHITTIER Single Family
92335 CA FONTANA Single Family
89135 NV LAS VEGAS PUD
14450 NY Fairport Single Family
94928 CA ROHNERT PARK Single Family
93552 CA PALMDALE Single Family
91706 CA BALDWIN PARK Single Family
91745 CA HACIENDA HEIGHTS Single Family
90650 CA NORWALK Single Family
33130 FL MIAMI Condominium
95354 CA MODESTO Single Family
95742 CA RANCHO CORDOVA PUD
93446 CA PASO ROBLES Single Family
10309 NY STATEN ISLAND Single Family
90007 CA LOS ANGELES Single Family
20785 MD CHEVERLY Single Family
91331 CA PACOIMA AREA Single Family
93551 CA PALMDALE Single Family
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19146 PA PHILADELPHIA Single Family
92407 CA AREA OF SAN BER Single Family
94565 CA PITTSBURG Single Family
90042 CA LOS ANGELES Single Family
92627 CA COSTA MESA Condominium
90660 CA PICO RIVERA Single Family
92071 CA SANTEE Single Family
33160 FL SUNNY ISLES BEA Condominium
95212 CA STOCKTON Single Family
90003 CA LOS ANGELES 2-4 Family
90631 CA LA HABRA Single Family
7731 NJ Howell Single Family
80102 CO BENNETT Single Family
8243 NJ SEA ISLE CITY Condominium
90650 CA NORWALK Single Family
33431 FL BOCA RATON PUD
90650 CA NORWALK Single Family
91762 CA ONTARIO Single Family
20151 VA CHANTILLY Single Family
90262 CA LYNWOOD 2-4 Family
11208 NY BROOKLYN 2-4 Family
8859 NJ Sayreville Condominium
93277 CA Visalia Single Family
89081 NV NORTH LAS VEGAS PUD
91016 CA MONROVIA 2-4 Family
85037 AZ PHOENIX PUD
92870 CA PLACENTIA Single Family
90042 CA LOS ANGELES Single Family
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85242 AZ QUEEN CREEK PUD
95407 CA SANTA ROSA Single Family
92563 CA MURRIETA Single Family
95747 CA ROSEVILLE Single Family
91710 CA CHINO Single Family
60630 IL CHICAGO Single Family
11210 NY BROOKLYN 2-4 Family
91342 CA LOS ANGELES Single Family
91915 CA CHULA VISTA Condominium
33169 FL MIAMI GARDENS PUD
92596 CA WINCHESTER PUD
30540 GA ELLIJAY PUD
90003 CA LOS ANGELES 2-4 Family
92883 CA CORONA PUD
94591 CA VALLEJO Single Family
92880 CA CORONA Single Family
95368 CA SALIDA Single Family
33325 FL PLANTATION PUD
92703 CA SANTA ANA Single Family
90262 CA LYNWOOD Single Family
91325 CA LOS ANGELES Single Family
89123 NV Las Vegas Single Family
10465 NY BRONX Condominium
91344 CA LOS ANGELES Single Family
92801 CA ANAHEIM Single Family
95076 CA Watsonville Single Family
95337 CA MANTECA Single Family
8043 NJ VOORHEES Single Family
92882 CA CORONA Single Family
95673 CA Rio Linda Single Family
91605 CA NORTH HOLLYWOOD Single Family
55104 MN SAINT PAUL 2-4 Family
90044 CA LOS ANGELES Single Family
11580 NY VALLEY STREAM Single Family
33594 FL VALRICO PUD
92346 CA HIGHLAND Single Family
91750 CA LA VERNE Single Family
90706 CA BELLFLOWER Single Family
90004 CA LOS ANGELES Single Family
60646 IL CHICAGO Single Family
90240 CA DOWNEY Single Family
91776 CA SAN GABRIEL Single Family
60606 IL CHICAGO Condominium
90059 CA LOS ANGELES Single Family
90037 CA LOS ANGELES 2-4 Family
19125 PA Philadelphia Townhouse
60632 IL CHICAGO 2-4 Family
91977 CA SPRING VALLEY Single Family
93430 CA CAYUCOS PUD
92508 CA RIVERSIDE Single Family
91752 CA MIRA LOMA Single Family
60707 IL Elmwood Park 2-4 Family
94531 CA ANTIOCH Single Family
33428 FL BOCA RATON Single Family
91789 CA WALNUT Single Family
92114 CA SAN DIEGO Single Family
92880 CA CORONA Single Family
90305 CA INGLEWOOD Single Family
91701 CA RANCHO CUCAMONG Single Family
11212 NY BROOKLYN 2-4 Family
11572 NY OCEANSIDE Single Family
91331 CA ARLETA AREA Single Family
94928 CA ROHNERT PARK Single Family
90703 CA CERRITOS Condominium
11001 NY FLORAL PARK Single Family
91709 CA CHINO HILLS Single Family
92503 CA RIVERSIDE Single Family
90621 CA BUENA PARK Single Family
92804 CA ANAHEIM Single Family
90601 CA WHITTIER AREA Single Family
90601 CA WHITTIER Single Family
91403 CA LOS ANGELES Single Family
91744 CA LA PUENTE Single Family
90605 CA WHITTIER Single Family
92832 CA FULLERTON Single Family
91790 CA WEST COVINA Single Family
32766 FL OVIEDO Single Family
92801 CA ANAHEIM Single Family
95361 CA OAKDALE Single Family
90650 CA NORWALK Single Family
90710 CA HARBOR CITY Single Family
91010 CA DUARTE Single Family
90015 CA LOS ANGELES 2-4 Family
93033 CA OXNARD Single Family
92139 CA SAN DIEGO Single Family
90623 CA LA PALMA Single Family
91702 CA AZUSA Single Family
7603 NJ Bogota Single Family
92336 CA FONTANA Single Family
55311 MN MAPLE GROVE Single Family
92703 CA SANTA ANA Single Family
93635 CA LOS BANOS Single Family
55379 MN SHAKOPEE Single Family
92683 CA WESTMINSTER Single Family
92346 CA HIGHLAND Single Family
90042 CA LOS ANGELES 2-4 Family
7675 NJ RIVERVALE Single Family
92805 CA ANAHEIM 2-4 Family
32766 FL Oviedo PUD
93427 CA BUELLTON Single Family
90680 CA STANTON Single Family
92707 CA SANTA ANA Single Family
91913 CA CHULA VISTA PUD
92802 CA ANAHEIM Single Family
33327 FL WESTON Single Family
3852 NH Milton Mills Single Family
94513 CA BRENTWOOD Single Family
20772 MD UPPER MARLBORO PUD
33324 FL PLANTATION PUD
33176 FL MIAMI Single Family
92336 CA FONTANA Single Family
7047 NJ NORTH BERGEN 2-4 Family
92806 CA ANAHEIM Single Family
93313 CA BAKERSFIELD 2-4 Family
93313 CA BAKERSFIELD 2-4 Family
97403 OR EUGENE Single Family
91710 CA CHINO Single Family
91605 CA NORTH HOLLYWOOD Single Family
94518 CA Concord Single Family
11757 NY LINDENHURST Single Family
94531 CA ANTIOCH Single Family
92592 CA TEMECULA Single Family
92706 CA SANTA ANA Single Family
95320 CA Escalon Single Family
6783 CT ROXBURY Single Family
91605 CA NORTH HOLLYWOOD Single Family
93004 CA VENTURA Single Family
92706 CA SANTA ANA 2-4 Family
33135 FL MIAMI 2-4 Family
91911 CA CHULA VISTA Single Family
95439 CA FULTON Single Family
89014 NV HENDERSON Single Family
93306 CA BAKERSFIELD 2-4 Family
92840 CA GARDEN GROVE Single Family
92707 CA SANTA ANA Single Family
91016 CA MONROVIA Single Family
93010 CA CAMARILLO Single Family
8057 NJ MOORESTOWN Single Family
91765 CA DIAMOND BAR Single Family
90604 CA WHITTIER Single Family
92833 CA FULLERTON Single Family
92555 CA MORENO VALLEY Single Family
92805 CA ANAHEIM 2-4 Family
90620 CA BUENA PARK Single Family
93446 CA PASO ROBLES Single Family
11414 NY HOWARD BEACH Single Family
56472 MN PEQUOT LAKES Single Family
10805 NY New Rochelle Single Family
81521 CO FRUITA Single Family
91401 CA VAN NUYS Single Family
92562 CA MURRIETA Single Family
90640 CA MONTEBELLO Single Family
92805 CA ANAHEIM Single Family
90805 CA LONG BEACH 2-4 Family
60630 IL CHICAGO PUD
94585 CA SUISUN CITY Single Family
90530 CA CYPRESS Single Family
90043 CA LOS ANGELES 2-4 Family
92808 CA ANAHEIM Single Family
92705 CA SANTA ANA Single Family
92703 CA SANTA ANA Single Family
93021 CA MOORPARK Single Family
91601 CA NORTH HOLLYWOOD Single Family
85381 AZ PEORIA PUD
90620 CA BUENA PARK Single Family
6477 CT ORANGE Single Family
92078 CA SAN MARCOS PUD
92880 CA CORONA Single Family
91505 CA BURBANK Single Family
92633 CA FULLERTON Single Family
91343 CA NORTH HILLS Single Family
94558 CA NAPA Single Family
55374 MN ROGERS Single Family
92562 CA MURRIETA Single Family
33170 FL MIAMI Single Family
92880 CA CORONA Single Family
92840 CA GARDEN GROVE Single Family
7030 NJ HOBOKEN Condominium
90018 CA LOS ANGELES 2-4 Family
11233 NY Brooklyn 2-4 Family
92703 CA SANTA ANA Single Family
90805 CA LONG BEACH 2-4 Family
90241 CA DOWNEY Single Family
19103 PA Philadelphia 2-4 Family
60025 IL GLENVIEW Single Family
92399 CA YUCAIPA Single Family
94014 CA DALY CITY Single Family
92562 CA MURRIETA Single Family
92707 CA SANTA ANA 2-4 Family
94621 CA OAKLAND 2-4 Family
92707 CA SANTA ANA Single Family
92602 CA IRVINE Condominium
92562 CA MURRIETA Single Family
89134 NV LAS VEGAS PUD
33418 FL Palm Beach Single Family
10467 NY BRONX 2-4 Family
92630 CA LAKE FOREST Single Family
11561 NY LONG BEACH 2-4 Family
91403 CA LOS ANGELES Single Family
92704 CA SANTA ANA 2-4 Family
91403 CA SHERMAN OAKS AR Single Family
11561 NY LONG BEACH Single Family
92562 CA MURRIETA Single Family
91913 CA CHULA VISTA PUD
33027 FL MIRAMAR PUD
92646 CA HUNTINGTON BEAC Single Family
95023 CA Hollister Single Family
33134 FL MIAMI 2-4 Family
60544 IL PLAINFIELD PUD
91913 CA Chula Vista PUD
60605 IL CHICAGO Condominium
90034 CA LOS ANGELES 2-4 Family
96706 HI EWA BEACH Single Family
55082 MN STILLWATER Single Family
ZIP_CODE CURRENT_ SERV_FEE LPMI TRUSTFEE
GROSS_COUPON
--------------------------------------------------------------------------------------------------------------------
76901 10.7600 0.5000 0.0000 0.0115
35404 10.7600 0.5000 0.0000 0.0115
62203 11.4000 0.5000 0.0000 0.0115
79339 9.7000 0.5000 0.0000 0.0115
79912 9.4500 0.5000 0.0000 0.0115
75165 9.7000 0.5000 0.0000 0.0115
79606 11.3750 0.5000 0.0000 0.0115
48223 13.5200 0.5000 0.0000 0.0115
2893 13.2500 0.5000 0.0000 0.0115
76053 9.7000 0.5000 0.0000 0.0115
76140 9.7000 0.5000 0.0000 0.0115
47807 11.9000 0.5000 0.0000 0.0115
37218 8.4900 0.5000 0.0000 0.0115
60425 11.1500 0.5000 0.0000 0.0115
48238 11.7500 0.5000 0.0000 0.0115
46203 11.7600 0.5000 0.0000 0.0115
53210 11.9900 0.5000 0.0000 0.0115
75217 9.7000 0.5000 0.0000 0.0115
63137 13.1700 0.5000 0.0000 0.0115
75146 9.7000 0.5000 0.0000 0.0115
32208 11.9900 0.5000 0.0000 0.0115
77536 9.9500 0.5000 0.0000 0.0115
73008 11.9900 0.5000 0.0000 0.0115
48912 13.2800 0.5000 0.0000 0.0115
75134 9.7000 0.5000 0.0000 0.0115
77072 9.7000 0.5000 0.0000 0.0115
32209 11.4000 0.5000 0.0000 0.0115
37042 8.4900 0.5000 0.0000 0.0115
79928 9.7000 0.5000 0.0000 0.0115
81401 9.5000 0.5000 0.0000 0.0115
77530 9.7000 0.5000 0.0000 0.0115
49001 10.0900 0.5000 0.0000 0.0115
55051 10.1600 0.5000 0.0000 0.0115
77084 10.6350 0.5000 0.0000 0.0115
40229 11.1300 0.5000 0.0000 0.0115
78043 9.7000 0.5000 0.0000 0.0115
40229 12.7000 0.5000 0.0000 0.0115
76116 9.7000 0.5000 0.0000 0.0115
76240 9.7000 0.5000 0.0000 0.0115
53014 9.5900 0.5000 0.0000 0.0115
27215 14.5700 0.5000 0.0000 0.0115
77034 9.7000 0.5000 0.0000 0.0115
43228 13.2800 0.5000 0.0000 0.0115
36116 10.8450 0.5000 0.0000 0.0115
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75062 9.7000 0.5000 0.0000 0.0115
47711 11.9500 0.5000 0.0000 0.0115
48209 11.7500 0.5000 0.0000 0.0115
30106 13.5200 0.5000 0.0000 0.0115
48881 12.0000 0.5000 0.0000 0.0115
33612 12.3000 0.5000 0.0000 0.0115
78653 9.7000 0.5000 0.0000 0.0115
93706 9.7500 0.5000 0.0000 0.0115
87002 10.7000 0.5000 0.0000 0.0115
78539 9.7000 0.5000 0.0000 0.0115
30238 12.2900 0.5000 0.0000 0.0115
48234 12.5000 0.5000 0.0000 0.0115
92254 11.5000 0.5000 0.0000 0.0115
88030 12.5100 0.5000 0.0000 0.0115
40216 12.5000 0.5000 0.0000 0.0115
33417 12.2000 0.5000 0.0000 0.0115
27604 14.5700 0.5000 0.0000 0.0115
87121 11.5000 0.5000 0.0000 0.0115
93551 9.3000 0.5000 0.0000 0.0115
63026 11.7500 0.5000 0.0000 0.0115
77084 9.7000 0.5000 0.0000 0.0115
30153 9.2500 0.5000 0.0000 0.0115
35080 10.1800 0.5000 0.0000 0.0115
60070 11.9900 0.5000 0.0000 0.0115
32811 11.9900 0.5000 0.0000 0.0115
76513 9.7000 0.5000 0.0000 0.0115
78043 9.7000 0.5000 0.0000 0.0115
75040 9.7000 0.5000 0.0000 0.0115
30122 11.4700 0.5000 0.0000 0.0115
79925 9.7000 0.5000 0.0000 0.0115
77511 9.7000 0.5000 0.0000 0.0115
77083 9.5000 0.5000 0.0000 0.0115
77072 9.7000 0.5000 0.0000 0.0115
77373 9.7000 0.5000 0.0000 0.0115
43206 12.0800 0.5000 0.0000 0.0115
78046 9.7000 0.5000 0.0000 0.0115
55347 9.4900 0.5000 0.0000 0.0115
30504 13.1900 0.5000 0.0000 0.0115
60194 11.9900 0.5000 0.0000 0.0115
77090 9.7000 0.5000 0.0000 0.0115
30038 11.6950 0.5000 0.0000 0.0115
80012 12.5000 0.5000 0.0000 0.0115
78130 9.7000 0.5000 0.0000 0.0115
71220 11.9900 0.5000 0.0000 0.0115
43460 12.2800 0.5000 0.0000 0.0115
78245 9.7000 0.5000 0.0000 0.0115
53206 9.9900 0.5000 0.0000 0.0115
77338 9.7000 0.5000 0.0000 0.0115
30016 10.0000 0.5000 0.0000 0.0115
78222 9.7000 0.5000 0.0000 0.0115
78541 9.7000 0.5000 0.0000 0.0115
77568 9.7000 0.5000 0.0000 0.0115
33604 13.2800 0.5000 0.0000 0.0115
75217 9.7000 0.5000 0.0000 0.0115
76180 9.7000 0.5000 0.0000 0.0115
92284 11.7500 0.5000 0.0000 0.0115
31216 11.9000 0.5000 0.0000 0.0115
48224 9.4150 0.5000 0.0000 0.0115
21919 12.3000 0.5000 0.0000 0.0115
48141 11.9900 0.5000 0.0000 0.0115
77521 9.7000 0.5000 0.0000 0.0115
77070 9.7000 0.5000 0.0000 0.0115
55122 10.1600 0.5000 0.0000 0.0115
77478 9.7000 0.5000 0.0000 0.0115
60073 10.9500 0.5000 0.0000 0.0115
46226 11.9900 0.5000 0.0000 0.0115
77099 9.7000 0.5000 0.0000 0.0115
34746 9.8800 0.5000 0.0000 0.0115
55021 9.5900 0.5000 0.0000 0.0115
93241 10.8000 0.5000 0.0000 0.0115
70401 11.9900 0.5000 0.0000 0.0115
78745 9.7000 0.5000 0.0000 0.0115
32246 12.2400 0.5000 0.0000 0.0115
15108 12.4200 0.5000 0.0000 0.0115
33525 11.8000 0.5000 0.0000 0.0115
84118 11.7500 0.5000 0.0000 0.0115
75048 9.7000 0.5000 0.0000 0.0115
92311 10.1000 0.5000 0.0000 0.0115
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75150 10.5000 0.5000 0.0000 0.0115
55318 9.8900 0.5000 0.0000 0.0115
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76065 9.7000 0.5000 0.0000 0.0115
80110 11.8000 0.5000 0.0000 0.0115
53218 12.5000 0.5000 0.0000 0.0115
46231 12.5000 0.5000 0.0000 0.0115
99022 12.0000 0.5000 0.0000 0.0115
48910 13.0300 0.5000 0.0000 0.0115
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60478 11.4000 0.5000 0.0000 0.0115
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85326 11.0900 0.5000 0.0000 0.0115
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53215 11.2500 0.5000 0.0000 0.0115
53205 12.2400 0.5000 0.0000 0.0115
33015 10.7500 0.5000 0.0000 0.0115
60099 12.0500 0.5000 0.0000 0.0115
30008 11.1750 0.5000 0.0000 0.0115
60438 11.3000 0.5000 0.0000 0.0115
93306 11.9900 0.5000 0.0000 0.0115
33321 11.9900 0.5000 0.0000 0.0115
30294 10.0000 0.5000 0.0000 0.0115
80239 11.7500 0.5000 0.0000 0.0115
77090 9.7000 0.5000 0.0000 0.0115
75068 9.9500 0.5000 0.0000 0.0115
30656 12.1650 0.5000 0.0000 0.0115
80227 11.5000 0.5000 0.0000 0.0115
89120 10.7000 0.5000 0.0000 0.0115
77449 9.7000 0.5000 0.0000 0.0115
98418 11.5000 0.5000 0.0000 0.0115
55343 11.9900 0.5000 0.0000 0.0115
89128 11.9500 0.5000 0.0000 0.0115
78247 9.7000 0.5000 0.0000 0.0115
78504 11.8600 0.5000 0.0000 0.0115
66012 11.9900 0.5000 0.0000 0.0115
53215 12.0000 0.5000 0.0000 0.0115
34608 11.9900 0.5000 0.0000 0.0115
99403 11.7900 0.5000 0.0000 0.0115
56308 9.4900 0.5000 0.0000 0.0115
33127 13.0300 0.5000 0.0000 0.0115
85009 11.0800 0.5000 0.0000 0.0115
47930 10.9500 0.5000 0.0000 0.0115
33068 11.1500 0.5000 0.0000 0.0115
33065 11.2500 0.5000 0.0000 0.0115
93274 11.2500 0.5000 0.0000 0.0115
60415 11.9900 0.5000 0.0000 0.0115
33610 11.9900 0.5000 0.0000 0.0115
43205 12.5000 0.5000 0.0000 0.0115
60804 10.2500 0.5000 0.0000 0.0115
55124 9.4900 0.5000 0.0000 0.0115
64152 11.8000 0.5000 0.0000 0.0115
78233 9.7000 0.5000 0.0000 0.0115
75154 9.7000 0.5000 0.0000 0.0115
77075 9.7000 0.5000 0.0000 0.0115
43229 11.0900 0.5000 0.0000 0.0115
54311 10.6500 0.5000 0.0000 0.0115
53210 9.5900 0.5000 0.0000 0.0115
75052 9.7000 0.5000 0.0000 0.0115
53402 12.2900 0.5000 0.0000 0.0115
93555 11.2500 0.5000 0.0000 0.0115
33705 11.9500 0.5000 0.0000 0.0115
63301 11.9900 0.5000 0.0000 0.0115
97124 12.5000 0.5000 0.0000 0.0115
30058 10.8800 0.5000 0.0000 0.0115
85042 12.6700 0.5000 0.0000 0.0115
30045 12.9700 0.5000 0.0000 0.0115
55810 9.7000 0.5000 0.0000 0.0115
78045 9.8750 0.5000 0.0000 0.0115
60436 11.9900 0.5000 0.0000 0.0115
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43229 11.4500 0.5000 0.0000 0.0115
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77504 9.7000 0.5000 0.0000 0.0115
30165 10.6950 0.5000 0.0000 0.0115
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32713 11.2500 0.5000 0.0000 0.0115
54487 9.5900 0.5000 0.0000 0.0115
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55434 9.4000 0.5000 0.0000 0.0115
55434 11.6250 0.5000 0.0000 0.0115
42701 12.5000 0.5000 0.0000 0.0115
43230 12.2500 0.5000 0.0000 0.0115
70131 11.2500 0.5000 0.0000 0.0115
77099 9.7000 0.5000 0.0000 0.0115
92395 11.2500 0.5000 0.0000 0.0115
78109 9.7000 0.5000 0.0000 0.0115
33196 11.8000 0.5000 0.0000 0.0115
75043 9.7000 0.5000 0.0000 0.0115
76048 9.7000 0.5000 0.0000 0.0115
80910 11.7500 0.5000 0.0000 0.0115
80013 11.5000 0.5000 0.0000 0.0115
78617 9.7000 0.5000 0.0000 0.0115
77089 9.7000 0.5000 0.0000 0.0115
97303 11.4000 0.5000 0.0000 0.0115
33173 11.9900 0.5000 0.0000 0.0115
85281 10.9000 0.5000 0.0000 0.0115
48215 12.0150 0.5000 0.0000 0.0115
55109 9.5900 0.5000 0.0000 0.0115
30157 12.5000 0.5000 0.0000 0.0115
75056 9.7000 0.5000 0.0000 0.0115
32404 11.9900 0.5000 0.0000 0.0115
77493 9.7000 0.5000 0.0000 0.0115
60074 11.4000 0.5000 0.0000 0.0115
30120 10.6950 0.5000 0.0000 0.0115
30145 11.4450 0.5000 0.0000 0.0115
77365 9.7000 0.5000 0.0000 0.0115
30127 10.9500 0.5000 0.0000 0.0115
80013 11.8000 0.5000 0.0000 0.0115
32225 12.0000 0.5000 0.0000 0.0115
60110 11.9000 0.5000 0.0000 0.0115
32811 11.7500 0.5000 0.0000 0.0115
80030 11.8000 0.5000 0.0000 0.0115
32738 10.5000 0.5000 0.0000 0.0115
60628 11.4000 0.5000 0.0000 0.0115
80906 11.9000 0.5000 0.0000 0.0115
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48188 11.9900 0.5000 0.0000 0.0115
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80026 11.4000 0.5000 0.0000 0.0115
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30184 10.6250 0.5000 0.0000 0.0115
33127 11.2500 0.5000 0.0000 0.0115
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33032 10.8000 0.5000 0.0000 0.0115
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90034 7.7500 0.5000 0.0000 0.0115
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55082 8.7500 0.5000 0.0000 0.0115
ZIP_CODE MSERV CURRENT_ MATURITY STATED_
NET_COUPON _DATE ORIGINAL_TERM
--------------------------------------------------------------------------------------------------------------------------
76901 0.0000 10.2485 20210101 180
35404 0.0000 10.2485 20210101 180
62203 0.0000 10.8885 20210201 180
79339 0.0000 9.1885 20210201 180
79912 0.0000 8.9385 20210201 180
75165 0.0000 9.1885 20210201 180
79606 0.0000 10.8635 20210101 180
48223 0.0000 13.0085 20260201 240
2893 0.0000 12.7385 20201101 180
76053 0.0000 9.1885 20210201 180
76140 0.0000 9.1885 20210201 180
47807 0.0000 11.3885 20201201 180
37218 0.0000 7.9785 20210201 180
60425 0.0000 10.6385 20360201 360
48238 0.0000 11.2385 20210101 180
46203 0.0000 11.2485 20360201 360
53210 0.0000 11.4785 20210201 180
75217 0.0000 9.1885 20210201 180
63137 0.0000 12.6585 20360301 360
75146 0.0000 9.1885 20210201 180
32208 0.0000 11.4785 20210101 180
77536 0.0000 9.4385 20210201 180
73008 0.0000 11.4785 20210201 180
48912 0.0000 12.7685 20260201 240
75134 0.0000 9.1885 20210201 180
77072 0.0000 9.1885 20210201 180
32209 0.0000 10.8885 20201101 180
37042 0.0000 7.9785 20210201 180
79928 0.0000 9.1885 20210101 180
81401 0.0000 8.9885 20210201 180
77530 0.0000 9.1885 20210201 180
49001 0.0000 9.5785 20360201 360
55051 0.0000 9.6485 20360101 360
77084 0.0000 10.1235 20210201 180
40229 0.0000 10.6185 20210301 180
78043 0.0000 9.1885 20210101 180
40229 0.0000 12.1885 20360301 360
76116 0.0000 9.1885 20210201 180
76240 0.0000 9.1885 20210201 180
53014 0.0000 9.0785 20351101 360
27215 0.0000 14.0585 20260101 240
77034 0.0000 9.1885 20210201 180
43228 0.0000 12.7685 20260101 240
36116 0.0000 10.3335 20210201 180
19805 0.0000 12.3385 20210201 180
75062 0.0000 9.1885 20210201 180
47711 0.0000 11.4385 20260201 240
48209 0.0000 11.2385 20210101 180
30106 0.0000 13.0085 20260201 240
48881 0.0000 11.4885 20201201 180
33612 0.0000 11.7885 20210201 180
78653 0.0000 9.1885 20210201 180
93706 0.0000 9.2385 20360201 360
87002 0.0000 10.1885 20210201 180
78539 0.0000 9.1885 20201201 180
30238 0.0000 11.7785 20210201 180
48234 0.0000 11.9885 20360301 360
92254 0.0000 10.9885 20201201 180
88030 0.0000 11.9985 20260301 240
40216 0.0000 11.9885 20360201 360
33417 0.0000 11.6885 20360301 360
27604 0.0000 14.0585 20260201 240
87121 0.0000 10.9885 20210201 180
93551 0.0000 8.7885 20210201 180
63026 0.0000 11.2385 20210201 180
77084 0.0000 9.1885 20210201 180
30153 0.0000 8.7385 20210201 180
35080 0.0000 9.6685 20210201 180
60070 0.0000 11.4785 20210201 180
32811 0.0000 11.4785 20210201 180
76513 0.0000 9.1885 20210201 180
78043 0.0000 9.1885 20210201 180
75040 0.0000 9.1885 20210201 180
30122 0.0000 10.9585 20360201 360
79925 0.0000 9.1885 20210201 180
77511 0.0000 9.1885 20210201 180
77083 0.0000 8.9885 20201201 180
77072 0.0000 9.1885 20210201 180
77373 0.0000 9.1885 20210201 180
43206 0.0000 11.5685 20360301 360
78046 0.0000 9.1885 20210201 180
55347 0.0000 8.9785 20351101 360
30504 0.0000 12.6785 20210301 180
60194 0.0000 11.4785 20210101 180
77090 0.0000 9.1885 20210101 180
30038 0.0000 11.1835 20210201 180
80012 0.0000 11.9885 20360201 360
78130 0.0000 9.1885 20210201 180
71220 0.0000 11.4785 20210101 180
43460 0.0000 11.7685 20260101 240
78245 0.0000 9.1885 20210201 180
53206 0.0000 9.4785 20351201 360
77338 0.0000 9.1885 20210201 180
30016 0.0000 9.4885 20210101 180
78222 0.0000 9.1885 20210201 180
78541 0.0000 9.1885 20201201 180
77568 0.0000 9.1885 20210201 180
33604 0.0000 12.7685 20260201 240
75217 0.0000 9.1885 20210101 180
76180 0.0000 9.1885 20210201 180
92284 0.0000 11.2385 20201201 180
31216 0.0000 11.3885 20350901 360
48224 0.0000 8.9035 20360201 360
21919 0.0000 11.7885 20210101 180
48141 0.0000 11.4785 20210201 180
77521 0.0000 9.1885 20210201 180
77070 0.0000 9.1885 20210201 180
55122 0.0000 9.6485 20360101 360
77478 0.0000 9.1885 20210201 180
60073 0.0000 10.4385 20201201 180
46226 0.0000 11.4785 20210201 180
77099 0.0000 9.1885 20210101 180
34746 0.0000 9.3685 20260101 240
55021 0.0000 9.0785 20351101 360
93241 0.0000 10.2885 20210201 180
70401 0.0000 11.4785 20210201 180
78745 0.0000 9.1885 20210201 180
32246 0.0000 11.7285 20201201 180
15108 0.0000 11.9085 20210301 180
33525 0.0000 11.2885 20210101 180
84118 0.0000 11.2385 20210201 180
75048 0.0000 9.1885 20210201 180
92311 0.0000 9.5885 20210201 180
84128 0.0000 10.6385 20201201 180
75150 0.0000 9.9885 20210101 180
55318 0.0000 9.3785 20351201 360
77356 0.0000 9.1885 20210201 180
76065 0.0000 9.1885 20210201 180
80110 0.0000 11.2885 20210201 180
53218 0.0000 11.9885 20360201 360
46231 0.0000 11.9885 20360301 360
99022 0.0000 11.4885 20201201 180
48910 0.0000 12.5185 20260201 240
77041 0.0000 9.1885 20210201 180
75462 0.0000 9.1885 20210201 180
60636 0.0000 9.8385 20201201 180
60478 0.0000 10.8885 20210201 180
80011 0.0000 11.0885 20360301 360
48180 0.0000 11.9885 20360301 360
75238 0.0000 9.1885 20210201 180
85326 0.0000 10.5785 20360301 360
98264 0.0000 11.4385 20360101 360
53215 0.0000 10.7385 20210201 180
53205 0.0000 11.7285 20210201 180
33015 0.0000 10.2385 20210101 180
60099 0.0000 11.5385 20210101 180
30008 0.0000 10.6635 20210201 180
60438 0.0000 10.7885 20210101 180
93306 0.0000 11.4785 20210201 180
33321 0.0000 11.4785 20210201 180
30294 0.0000 9.4885 20210101 180
80239 0.0000 11.2385 20210101 180
77090 0.0000 9.1885 20210201 180
75068 0.0000 9.4385 20210201 180
30656 0.0000 11.6535 20210201 180
80227 0.0000 10.9885 20210201 180
89120 0.0000 10.1885 20210201 180
77449 0.0000 9.1885 20210201 180
98418 0.0000 10.9885 20200901 180
55343 0.0000 11.4785 20210201 180
89128 0.0000 11.4385 20201201 180
78247 0.0000 9.1885 20210201 180
78504 0.0000 11.3485 20360401 360
66012 0.0000 11.4785 20210201 180
53215 0.0000 11.4885 20360201 360
34608 0.0000 11.4785 20201201 180
99403 0.0000 11.2785 20210201 180
56308 0.0000 8.9785 20351101 360
33127 0.0000 12.5185 20260201 240
85009 0.0000 10.5685 20260301 240
47930 0.0000 10.4385 20210101 180
33068 0.0000 10.6385 20210101 180
33065 0.0000 10.7385 20210201 180
93274 0.0000 10.7385 20210201 180
60415 0.0000 11.4785 20210201 180
33610 0.0000 11.4785 20210201 180
43205 0.0000 11.9885 20360301 360
60804 0.0000 9.7385 20210201 180
55124 0.0000 8.9785 20351001 360
64152 0.0000 11.2885 20210101 180
78233 0.0000 9.1885 20210201 180
75154 0.0000 9.1885 20210201 180
77075 0.0000 9.1885 20210201 180
43229 0.0000 10.5785 20260201 240
54311 0.0000 10.1385 20210101 180
53210 0.0000 9.0785 20351101 360
75052 0.0000 9.1885 20210201 180
53402 0.0000 11.7785 20210201 180
93555 0.0000 10.7385 20210201 180
33705 0.0000 11.4385 20360301 360
63301 0.0000 11.4785 20210201 180
97124 0.0000 11.9885 20360201 360
30058 0.0000 10.3685 20360301 360
85042 0.0000 12.1585 20360301 360
30045 0.0000 12.4585 20201201 180
55810 0.0000 9.1885 20210101 180
78045 0.0000 9.3635 20260101 240
60436 0.0000 11.4785 20210201 180
64137 0.0000 10.3885 20210201 180
43229 0.0000 10.9385 20360401 360
76226 0.0000 9.1885 20210201 180
55127 0.0000 9.0785 20351101 360
55371 0.0000 9.3785 20351201 360
77504 0.0000 9.1885 20210201 180
30165 0.0000 10.1835 20210201 180
78745 0.0000 9.1885 20210201 180
32713 0.0000 10.7385 20360301 360
54487 0.0000 9.0785 20351101 360
60177 0.0000 9.4785 20351201 360
60617 0.0000 10.0385 20201201 180
55434 0.0000 8.8885 20210201 180
55434 0.0000 11.1135 20210201 180
42701 0.0000 11.9885 20360301 360
43230 0.0000 11.7385 20360201 360
70131 0.0000 10.7385 20201201 180
77099 0.0000 9.1885 20210201 180
92395 0.0000 10.7385 20210201 180
78109 0.0000 9.1885 20210201 180
33196 0.0000 11.2885 20210201 180
75043 0.0000 9.1885 20201201 180
76048 0.0000 9.1885 20210201 180
80910 0.0000 11.2385 20210101 180
80013 0.0000 10.9885 20210101 180
78617 0.0000 9.1885 20210201 180
77089 0.0000 9.1885 20210201 180
97303 0.0000 10.8885 20201201 180
33173 0.0000 11.4785 20210101 180
85281 0.0000 10.3885 20210201 180
48215 0.0000 11.5035 20360201 360
55109 0.0000 9.0785 20351101 360
30157 0.0000 11.9885 20201201 180
75056 0.0000 9.1885 20210201 180
32404 0.0000 11.4785 20210201 180
77493 0.0000 9.1885 20210201 180
60074 0.0000 10.8885 20210201 180
30120 0.0000 10.1835 20360201 360
30145 0.0000 10.9335 20210201 180
77365 0.0000 9.1885 20210201 180
30127 0.0000 10.4385 20210201 180
80013 0.0000 11.2885 20210201 180
32225 0.0000 11.4885 20210201 180
60110 0.0000 11.3885 20210201 180
32811 0.0000 11.2385 20360301 360
80030 0.0000 11.2885 20210201 180
32738 0.0000 9.9885 20201001 180
60628 0.0000 10.8885 20210201 180
80906 0.0000 11.3885 20210201 180
78504 0.0000 9.1885 20210201 180
48188 0.0000 11.4785 20210101 180
56401 0.0000 9.0785 20351101 360
80026 0.0000 10.8885 20360201 360
64123 0.0000 9.8635 20351101 360
39213 0.0000 10.9885 20360101 360
30184 0.0000 10.1135 20210201 180
33127 0.0000 10.7385 20210101 180
92503 0.0000 10.5785 20210201 180
97305 0.0000 11.4785 20210201 180
77536 0.0000 9.4885 20360101 360
98632 0.0000 9.3885 20210201 180
98662 0.0000 11.4885 20210101 180
30043 0.0000 9.9885 20210201 180
84605 0.0000 11.7885 20210101 180
77084 0.0000 9.1885 20210201 180
32211 0.0000 11.4785 20210201 180
34744 0.0000 10.4385 20360301 360
43206 0.0000 11.2485 20360301 360
75241 0.0000 11.1485 20360101 360
77093 0.0000 9.2985 20151101 120
44137 0.0000 8.4685 20151201 120
75241 0.0000 10.1485 20151201 120
30078 0.0000 9.4885 20210101 180
75146 0.0000 8.1985 20160101 120
98516 0.0000 9.3885 20210201 180
77072 0.0000 8.6485 20201101 180
77016 0.0000 8.0485 20201201 180
78016 0.0000 8.3485 20201201 180
32082 0.0000 10.7385 20201201 180
77096 0.0000 8.8485 20210101 180
77545 0.0000 8.7385 20210101 180
60504 0.0000 10.8885 20210201 180
55412 0.0000 8.9785 20351101 360
75215 0.0000 7.2485 20260101 240
30228 0.0000 9.1135 20200601 180
77091 0.0000 8.0485 20360101 360
77091 0.0000 10.9885 20351101 360
80010 0.0000 10.1385 20210101 180
60153 0.0000 11.3885 20210201 180
75052 0.0000 9.1885 20210201 180
33167 0.0000 12.1385 20210101 180
92363 0.0000 10.2885 20210201 180
77072 0.0000 6.7485 20160101 120
32746 0.0000 11.7385 20360201 360
73505 0.0000 11.2385 20201201 180
85009 0.0000 11.5885 20360101 360
34952 0.0000 12.5185 20260201 240
55406 0.0000 9.0785 20351101 360
33015 0.0000 10.7385 20201201 180
77055 0.0000 9.9485 20210101 180
85035 0.0000 11.5285 20260201 240
95965 0.0000 9.4885 20201001 180
85051 0.0000 10.2885 20210101 180
81504 0.0000 9.5885 20210201 180
48048 0.0000 11.4785 20210201 180
80911 0.0000 11.9885 20360201 360
33603 0.0000 11.5385 20210101 180
55448 0.0000 8.9785 20351101 360
30228 0.0000 9.9885 20210101 180
30281 0.0000 10.9085 20210201 180
85009 0.0000 6.6185 20201201 180
60025 0.0000 10.3385 20210201 180
40162 0.0000 11.4785 20201201 180
80219 0.0000 11.3385 20210201 180
48601 0.0000 9.8035 20360201 360
33012 0.0000 10.7385 20201201 180
33166 0.0000 11.4885 20210201 180
33032 0.0000 10.2885 20210201 180
33023 0.0000 11.4785 20210201 180
60421 0.0000 11.4785 20210201 180
85033 0.0000 11.4785 20210201 180
55128 0.0000 11.8285 20360301 360
78539 0.0000 8.8985 20151201 120
48213 0.0000 12.7335 20360201 360
85009 0.0000 8.9885 20210201 180
79015 0.0000 8.6735 20151201 120
60609 0.0000 10.8885 20210201 180
55304 0.0000 8.9785 20351101 360
66030 0.0000 11.7285 20210201 180
84120 0.0000 10.9885 20210201 180
76105 0.0000 9.4605 20151201 120
89031 0.0000 12.0385 20210101 180
75077 0.0000 9.1885 20210201 180
55433 0.0000 10.7385 20210201 180
32807 0.0000 11.4585 20360301 360
70791 0.0000 11.0385 20201201 180
77590 0.0000 8.6485 20151201 120
85713 0.0000 10.1885 20210201 180
85031 0.0000 11.4785 20210201 180
55369 0.0000 9.3785 20351201 360
80013 0.0000 10.4885 20201001 180
53074 0.0000 9.4785 20351201 360
80233 0.0000 10.2885 20210201 180
86314 0.0000 11.2385 20210201 180
85035 0.0000 11.4785 20210201 180
75124 0.0000 9.0485 20351101 360
8302 0.0000 10.6785 20210201 180
48462 0.0000 11.2385 20210201 180
30141 0.0000 9.9885 20210101 180
77020 0.0000 7.5485 20351201 360
78664 0.0000 9.1885 20210201 180
77474 0.0000 10.0485 20201101 180
34759 0.0000 11.4785 20210201 180
33183 0.0000 11.9785 20210201 180
23231 0.0000 11.8885 20360101 360
77011 0.0000 8.6485 20210101 180
92411 0.0000 11.2385 20210201 180
60195 0.0000 11.1385 20201201 180
76112 0.0000 7.9985 20351201 360
55409 0.0000 10.7385 20210201 180
75236 0.0000 6.4985 20351201 360
11422 0.0000 11.9885 20200501 180
78664 0.0000 9.1885 20210201 180
76134 0.0000 8.4985 20351201 360
55430 0.0000 9.3785 20351201 360
33069 0.0000 11.0385 20210201 180
54021 0.0000 11.2385 20210201 180
75075 0.0000 9.1885 20210201 180
85029 0.0000 9.5885 20210201 180
20906 0.0000 11.4585 20360301 360
89102 0.0000 11.4785 20210201 180
78207 0.0000 10.7985 20351201 360
95838 0.0000 9.3885 20201201 180
53575 0.0000 9.3785 20351201 360
95838 0.0000 10.4785 20201101 180
32828 0.0000 11.7285 20210101 180
76063 0.0000 9.1885 20210201 180
60804 0.0000 10.4385 20210201 180
93648 0.0000 9.4785 20201201 180
98055 0.0000 10.5385 20210101 180
60609 0.0000 11.6285 20201201 180
60165 0.0000 10.4385 20210101 180
89148 0.0000 11.4785 20210201 180
33186 0.0000 10.9085 20360401 360
75020 0.0000 8.1485 20151201 120
78648 0.0000 8.9985 20210101 180
84092 0.0000 11.2385 20200901 180
53527 0.0000 9.4785 20351101 360
75223 0.0000 9.4485 20351201 360
76107 0.0000 9.1885 20210201 180
87105 0.0000 10.3885 20210201 180
85251 0.0000 11.9885 20360101 360
33176 0.0000 11.7285 20210201 180
98032 0.0000 11.9585 20360401 360
48504 0.0000 10.8035 20360201 360
48328 0.0000 11.4785 20210201 180
53105 0.0000 12.2385 20360201 360
48208 0.0000 8.8535 20360101 360
77346 0.0000 9.1885 20210201 180
48204 0.0000 11.2035 20360201 360
99517 0.0000 11.7885 20201201 180
16746 0.0000 9.4685 20201201 180
77506 0.0000 8.5485 20351201 360
38106 0.0000 8.5685 20201101 180
56554 0.0000 10.4385 20351201 360
92234 0.0000 10.8385 20210201 180
77327 0.0000 7.7985 20260101 240
38118 0.0000 8.5535 20360101 360
33004 0.0000 10.8385 20201201 180
55104 0.0000 9.0785 20351101 360
98405 0.0000 11.2385 20200901 180
93555 0.0000 8.9885 20210201 180
92311 0.0000 10.2885 20210201 180
32583 0.0000 10.8885 20210201 180
98513 0.0000 11.6385 20210201 180
33441 0.0000 12.1885 20360301 360
60137 0.0000 9.7385 20210201 180
75050 0.0000 8.3985 20201101 180
30265 0.0000 11.1335 20210201 180
79347 0.0000 7.5985 20160101 120
95206 0.0000 11.0385 20210201 180
95815 0.0000 11.4785 20210201 180
77474 0.0000 8.1485 20201201 180
77047 0.0000 7.0985 20210201 180
77026 0.0000 9.4485 20201201 180
34741 0.0000 10.3885 20210201 180
55407 0.0000 11.2385 20210201 180
48471 0.0000 8.1135 20350801 360
77833 0.0000 7.8485 20210101 180
77004 0.0000 7.2985 20251201 240
63104 0.0000 11.2385 20210201 180
60446 0.0000 11.4785 20210201 180
55106 0.0000 13.0185 20260201 240
75241 0.0000 8.9485 20351201 360
21230 0.0000 11.2385 20201001 180
77023 0.0000 9.3635 20360101 360
77023 0.0000 9.3635 20360101 360
93306 0.0000 8.9885 20210201 180
85041 0.0000 11.9885 20360201 360
60652 0.0000 9.2885 20210201 180
80219 0.0000 10.7385 20210201 180
77088 0.0000 8.4985 20360101 360
55420 0.0000 9.0785 20351101 360
76308 0.0000 9.8685 20351101 360
23150 0.0000 11.7885 20210101 180
20785 0.0000 10.7485 20360401 360
77377 0.0000 9.1885 20210201 180
87110 0.0000 11.7285 20210101 180
32967 0.0000 10.7385 20201201 180
98023 0.0000 10.9885 20200901 180
55117 0.0000 8.9785 20351001 360
93662 0.0000 9.2385 20201201 180
60652 0.0000 9.4785 20351201 360
33186 0.0000 10.8885 20201201 180
98501 0.0000 11.1385 20201201 180
92308 0.0000 11.3885 20201201 180
60636 0.0000 11.4785 20210101 180
55362 0.0000 9.0385 20210201 180
60617 0.0000 11.2885 20210101 180
48203 0.0000 10.2535 20360201 360
33324 0.0000 11.2385 20210201 180
85041 0.0000 11.4785 20210201 180
32277 0.0000 10.6185 20360301 360
93230 0.0000 11.2385 20210201 180
67951 0.0000 7.9185 20360101 360
77581 0.0000 9.1885 20210201 180
55006 0.0000 8.9785 20351001 360
30127 0.0000 10.7285 20210201 180
55427 0.0000 9.3785 20351201 360
60139 0.0000 11.3885 20210101 180
46131 0.0000 12.2385 20260201 240
75216 0.0000 9.2985 20210101 180
60181 0.0000 9.1385 20210201 180
60804 0.0000 11.4785 20210101 180
92562 0.0000 10.2885 20210201 180
33189 0.0000 11.2385 20210201 180
60623 0.0000 10.6385 20201201 180
46218 0.0000 8.5635 20351201 360
93307 0.0000 10.7385 20210201 180
85757 0.0000 11.0885 20201201 180
75160 0.0000 9.1885 20210201 180
60632 0.0000 11.4785 20210101 180
48348 0.0000 9.1135 20201001 180
75244 0.0000 9.1885 20210101 180
92308 0.0000 10.2885 20210201 180
89115 0.0000 11.2385 20210101 180
77020 0.0000 9.4485 20201101 180
2907 0.0000 10.6885 20210101 180
77586 0.0000 8.0485 20351101 360
75670 0.0000 10.7985 20351201 360
97266 0.0000 11.9885 20360101 360
85043 0.0000 11.3385 20210101 180
33142 0.0000 11.4785 20210101 180
30082 0.0000 11.1335 20210201 180
48327 0.0000 11.2385 20210201 180
92308 0.0000 11.4785 20210201 180
95838 0.0000 11.4785 20210201 180
76087 0.0000 9.1885 20210101 180
75035 0.0000 9.1885 20210201 180
77033 0.0000 8.2985 20351201 360
32808 0.0000 5.5185 20151201 120
33015 0.0000 10.7385 20210201 180
85027 0.0000 12.1585 20260301 240
60458 0.0000 10.6385 20201201 180
32736 0.0000 11.5285 20260301 240
33409 0.0000 10.9785 20210101 180
34984 0.0000 11.2385 20210101 180
60440 0.0000 10.4385 20210201 180
53186 0.0000 10.4885 20360201 360
33570 0.0000 10.7385 20210201 180
93560 0.0000 10.8885 20210201 180
85041 0.0000 11.2385 20210201 180
89106 0.0000 11.4785 20210201 180
60651 0.0000 11.4785 20210201 180
77088 0.0000 9.0985 20201101 180
48205 0.0000 10.4035 20360101 360
85323 0.0000 10.2885 20210201 180
60101 0.0000 10.8885 20210201 180
32223 0.0000 5.6185 20251201 240
67665 0.0000 8.4185 20251201 240
95358 0.0000 10.2385 20210201 180
60651 0.0000 9.7885 20210201 180
12068 0.0000 7.0885 20351101 360
34608 0.0000 6.4055 20351201 360
48219 0.0000 8.0035 20351201 360
93309 0.0000 7.6885 20351101 360
33066 0.0000 7.2385 20351201 360
34113 0.0000 8.9885 20360101 360
75040 0.0000 9.7085 20351201 360
79413 0.0000 7.3985 20360201 360
55369 0.0000 11.1385 20201201 180
93307 0.0000 11.4785 20210101 180
60629 0.0000 10.4385 20210201 180
46221 0.0000 10.9085 20360201 360
78237 0.0000 11.2885 20360201 360
6811 0.0000 11.4785 20210201 180
60148 0.0000 11.4785 20210201 180
93591 0.0000 11.4785 20210201 180
78541 0.0000 11.7285 20360201 360
63121 0.0000 8.0185 20210101 180
77041 0.0000 9.2985 20151201 120
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90620 0.0000 6.5885 20351201 360
6477 0.0000 5.9385 20351101 360
92078 0.0000 5.7135 20351101 360
92880 0.0000 6.9385 20351101 360
91505 0.0000 6.9785 20360201 360
92633 0.0000 6.7885 20351101 360
91343 0.0000 8.2385 20351101 360
94558 0.0000 7.9785 20360201 360
55374 0.0000 7.2885 20350901 360
92562 0.0000 6.3035 20351201 360
33170 0.0000 7.9885 20360101 360
92880 0.0000 7.2285 20360201 360
92840 0.0000 7.4785 20360201 360
7030 0.0000 7.6135 20360201 360
90018 0.0000 7.3785 20360101 360
11233 0.0000 6.9135 20351201 360
92703 0.0000 6.1135 20351101 360
90805 0.0000 8.5635 20351101 360
90241 0.0000 6.4035 20360201 360
19103 0.0000 7.6885 20360301 360
60025 0.0000 8.2885 20351201 360
92399 0.0000 8.9285 20360101 360
94014 0.0000 7.0385 20360101 360
92562 0.0000 8.2385 20351201 360
92707 0.0000 6.5535 20360201 360
94621 0.0000 7.3185 20351001 360
92707 0.0000 6.8535 20360201 360
92602 0.0000 8.2635 20360101 360
92562 0.0000 8.7385 20360101 360
89134 0.0000 7.6035 20360201 360
33418 0.0000 6.7385 20360201 360
10467 0.0000 7.6885 20351201 360
92630 0.0000 8.4785 20360201 360
11561 0.0000 5.2785 20351101 360
91403 0.0000 7.1785 20360201 360
92704 0.0000 6.4785 20351101 360
91403 0.0000 7.2035 20360201 360
11561 0.0000 5.4785 20351201 360
92562 0.0000 8.2385 20351201 360
91913 0.0000 7.1785 20360201 360
33027 0.0000 7.8285 20360201 360
92646 0.0000 5.4785 20360101 360
95023 0.0000 7.6385 20360101 360
33134 0.0000 8.4785 20360201 360
60544 0.0000 8.2385 20351201 360
91913 0.0000 9.1885 20360101 360
60605 0.0000 6.6885 20351101 360
90034 0.0000 7.2385 20360201 360
96706 0.0000 7.4535 20360201 360
55082 0.0000 8.2385 20360201 360
ZIP_CODE STATED_ ORIGINAL_ FIRST_ PAYMENT
REM_TERM BALANCE PAY_DATE
----------------------------------------------------------------------------------------------------------------------
76901 177 12,600.00 20060201 117.71
35404 177 13,000.00 20060201 121.45
62203 178 13,180.00 20060301 129.52
79339 178 13,300.00 20060301 113.78
79912 178 14,250.00 20060301 119.31
75165 178 14,670.00 20060301 125.50
79606 177 14,840.00 20060201 145.55
48223 238 15,000.00 20060301 181.32
2893 175 15,000.00 20051201 168.87
76053 178 15,000.00 20060301 128.33
76140 178 15,043.00 20060301 128.70
47807 176 15,200.00 20060101 155.18
37218 178 15,440.00 20060301 118.62
60425 358 15,624.00 20060301 150.57
48238 177 15,700.00 20060201 158.48
46203 358 15,700.00 20060301 158.60
53210 178 16,200.00 20060301 166.52
75217 178 16,420.00 20060301 140.48
63137 359 16,800.00 20060401 188.08
75146 178 16,900.00 20060301 178.52
32208 177 17,000.00 20060201 174.74
77536 178 17,000.00 20060301 148.56
73008 178 17,200.00 20060301 176.79
48912 238 17,226.00 20060301 205.26
75134 178 17,310.00 20060301 148.09
77072 178 17,400.00 20060301 183.81
32209 175 17,900.00 20051201 175.90
37042 178 18,000.00 20060301 138.28
79928 177 17,980.00 20060201 153.82
81401 178 18,000.00 20060301 151.36
77530 178 18,000.00 20060301 153.99
49001 358 18,000.00 20060301 159.17
55051 357 18,250.00 20060201 162.32
77084 178 18,300.00 20060301 169.25
40229 179 18,380.00 20060401 210.41
78043 177 18,400.00 20060201 157.41
40229 359 18,380.00 20060401 199.02
76116 178 18,460.00 20060301 157.93
76240 178 18,540.00 20060301 158.61
53014 355 18,900.00 20051201 160.17
27215 237 18,958.00 20060201 243.63
77034 178 19,000.00 20060301 162.55
43228 237 19,209.00 20060201 228.89
36116 178 19,500.00 20060301 183.42
19805 178 19,700.00 20060301 215.61
75062 178 19,900.00 20060301 170.25
47711 238 20,000.00 20060301 219.52
48209 177 20,000.00 20060201 201.89
30106 238 20,000.00 20060301 241.76
48881 176 20,000.00 20060101 205.72
33612 178 20,000.00 20060301 210.36
78653 178 20,135.00 20060301 172.26
93706 358 220,150.00 20060301 1,826.27
87002 178 20,580.00 20060301 191.34
78539 176 20,600.00 20060101 176.23
30238 178 20,600.00 20060301 216.50
48234 359 20,600.00 20060401 219.86
92254 176 21,000.00 20060101 207.96
88030 239 21,000.00 20060401 238.74
40216 358 21,000.00 20060301 224.12
33417 359 21,000.00 20060401 219.25
27604 238 21,400.00 20060301 275.02
87121 178 21,600.00 20060301 213.91
93551 178 21,750.00 20060301 179.73
63026 178 21,800.00 20060301 220.06
77084 178 21,980.00 20060301 188.04
30153 178 22,000.00 20060301 180.99
35080 178 22,000.00 20060301 196.00
60070 178 22,000.00 20060301 226.13
32811 178 22,050.00 20060301 226.64
76513 178 22,200.00 20060301 189.92
78043 178 22,400.00 20060301 191.63
75040 178 22,400.00 20060301 191.63
30122 358 22,400.00 20060301 221.31
79925 178 22,600.00 20060301 193.34
77511 178 22,660.00 20060301 193.86
77083 176 22,700.00 20060101 190.87
77072 178 23,000.00 20060301 196.77
77373 178 23,000.00 20060301 196.77
43206 359 23,000.00 20060401 238.00
78046 178 23,119.00 20060301 197.78
55347 355 23,250.00 20051201 195.33
30504 179 23,250.00 20060401 260.65
60194 177 23,300.00 20060201 239.49
77090 177 23,344.00 20060201 199.71
30038 178 23,600.00 20060301 237.23
80012 358 23,600.00 20060301 251.87
78130 178 23,618.00 20060301 202.05
71220 177 23,800.00 20060201 244.63
43460 237 24,000.00 20060201 268.96
78245 178 24,000.00 20060301 205.32
53206 356 24,200.00 20060101 212.20
77338 178 24,372.00 20060301 208.50
30016 177 24,480.00 20060201 214.83
78222 178 24,565.00 20060301 210.15
78541 176 24,625.00 20060101 210.67
77568 178 24,608.00 20060301 210.52
33604 238 25,000.00 20060301 297.89
75217 177 24,757.00 20060201 211.80
76180 178 24,800.00 20060301 212.17
92284 176 24,800.00 20060101 250.33
31216 353 25,000.00 20051001 255.23
48224 358 25,000.00 20060301 208.67
21919 177 25,000.00 20060201 262.94
48141 178 25,000.00 20060301 256.97
77521 178 25,038.00 20060301 214.20
77070 178 25,055.00 20060301 214.35
55122 357 25,168.00 20060201 223.85
77478 178 25,176.00 20060301 215.38
60073 176 25,200.00 20060101 239.04
46226 178 25,200.00 20060301 259.02
77099 177 25,300.00 20060201 216.44
34746 237 25,400.00 20060201 243.10
55021 355 25,470.00 20051201 215.84
93241 178 25,600.00 20060301 239.94
70401 178 25,600.00 20060301 263.13
78745 178 26,000.00 20060301 222.43
32246 176 26,000.00 20060101 272.25
15108 179 25,980.00 20060401 275.66
33525 177 26,000.00 20060201 263.44
84118 178 26,000.00 20060301 262.45
75048 178 26,100.00 20060301 223.29
92311 178 26,200.00 20060301 231.87
84128 176 26,340.00 20060101 253.84
75150 177 26,380.00 20060201 241.31
55318 356 26,400.00 20060101 229.54
77356 178 26,520.00 20060301 226.88
76065 178 26,600.00 20060301 227.56
80110 178 26,600.00 20060301 269.53
53218 358 26,800.00 20060301 286.03
46231 359 26,800.00 20060401 286.03
99022 176 27,000.00 20060101 277.73
48910 238 26,980.00 20060301 316.67
77041 178 27,040.00 20060301 231.33
75462 178 26,980.00 20060301 230.81
60636 176 27,000.00 20060101 243.96
60478 178 27,000.00 20060301 265.33
80011 359 27,000.00 20060401 269.44
48180 359 27,000.00 20060401 288.16
75238 178 27,080.00 20060301 231.67
85326 359 27,100.00 20060401 259.93
98264 357 27,435.00 20060201 281.14
53215 178 27,600.00 20060301 268.07
53205 178 27,693.00 20060301 289.98
33015 177 27,780.00 20060201 259.33
60099 177 27,780.00 20060201 286.82
30008 178 27,980.00 20060301 270.17
60438 177 28,000.00 20060201 273.02
93306 178 28,000.00 20060301 287.80
33321 178 28,000.00 20060301 287.80
30294 177 28,050.00 20060201 246.16
80239 177 28,064.00 20060201 283.29
77090 178 28,188.00 20060301 241.15
75068 178 28,245.00 20060301 246.83
30656 178 28,257.00 20060301 294.25
80227 178 28,380.00 20060301 281.05
89120 178 28,400.00 20060301 264.05
77449 178 28,568.00 20060301 301.78
98418 173 28,600.00 20051001 283.22
55343 178 28,580.00 20060301 293.76
89128 176 28,600.00 20060101 293.09
78247 178 28,600.00 20060301 244.67
78504 360 28,600.00 20060501 291.11
66012 178 28,660.00 20060301 294.58
53215 358 28,780.00 20060301 296.04
34608 176 28,900.00 20060101 297.05
99403 178 29,000.00 20060301 344.14
56308 355 29,000.00 20051201 243.64
33127 238 29,000.00 20060301 340.38
85009 239 29,000.00 20060401 300.92
47930 177 29,000.00 20060201 275.08
33068 177 29,000.00 20060201 279.47
33065 178 29,000.00 20060301 281.67
93274 178 29,000.00 20060301 281.67
60415 178 29,000.00 20060301 298.08
33610 178 29,000.00 20060301 298.08
43205 359 29,000.00 20060401 309.50
60804 178 29,200.00 20060301 261.67
55124 354 29,200.00 20051101 245.32
64152 177 29,200.00 20060201 295.87
78233 178 29,270.00 20060301 250.41
75154 178 29,375.00 20060301 251.30
77075 178 29,535.00 20060301 252.67
43229 238 29,600.00 20060301 307.34
54311 177 29,768.00 20060201 275.65
53210 355 30,000.00 20051201 254.23
75052 178 29,980.00 20060301 256.48
53402 178 29,980.00 20060301 315.09
93555 178 30,000.00 20060301 291.38
33705 359 29,980.00 20060401 307.23
63301 178 30,000.00 20060301 308.36
97124 358 30,000.00 20060301 320.18
30058 359 30,000.00 20060401 282.99
85042 359 30,000.00 20060401 316.75
30045 176 30,280.00 20060101 334.25
55810 177 30,300.00 20060201 259.21
78045 237 30,400.00 20060201 290.85
60436 178 30,400.00 20060301 312.47
64137 178 30,540.00 20060301 288.54
43229 360 30,528.00 20060501 301.15
76226 178 30,600.00 20060301 261.78
55127 355 30,735.00 20051201 260.46
55371 356 30,750.00 20060101 267.36
77504 178 30,800.00 20060301 263.49
30165 178 30,800.00 20060301 286.24
78745 178 30,879.00 20060301 264.17
32713 359 30,900.00 20060401 300.12
54487 355 31,000.00 20051201 262.71
60177 356 30,980.00 20060101 271.65
60617 176 31,000.00 20060101 284.73
55434 178 31,000.00 20060301 258.41
55434 178 31,000.00 20060301 309.95
42701 359 30,990.00 20060401 330.74
43230 358 31,000.00 20060301 324.85
70131 176 31,200.00 20060101 303.04
77099 178 31,200.00 20060301 266.92
92395 178 31,200.00 20060301 303.04
78109 178 31,266.00 20060301 267.48
33196 178 31,345.40 20060301 317.61
75043 176 31,398.00 20060101 268.61
76048 178 31,380.00 20060301 268.46
80910 177 31,400.00 20060201 316.96
80013 177 31,600.00 20060201 312.94
78617 178 31,784.00 20060301 271.91
77089 178 31,910.00 20060301 272.99
97303 176 32,000.00 20060101 314.46
33173 177 31,980.00 20060201 328.71
85281 178 32,000.00 20060301 302.33
48215 358 32,000.00 20060301 329.53
55109 355 32,302.00 20051201 273.74
30157 176 32,300.00 20060101 344.72
75056 178 32,459.00 20060301 277.69
32404 178 32,550.00 20060301 334.57
77493 178 32,643.00 20060301 279.26
60074 178 32,800.00 20060301 322.32
30120 358 32,900.00 20060301 305.76
30145 178 32,980.00 20060301 325.21
77365 178 33,000.00 20060301 282.32
30127 178 33,000.00 20060301 313.02
80013 178 33,000.00 20060301 334.38
32225 178 33,000.00 20060301 339.45
60110 178 33,000.00 20060301 336.91
32811 359 33,000.00 20060401 333.11
80030 178 33,100.00 20060301 335.39
32738 174 33,200.00 20051101 303.69
60628 178 33,400.00 20060301 328.22
80906 178 33,300.00 20060301 339.97
78504 178 33,380.00 20060301 285.57
48188 177 33,380.00 20060201 343.10
56401 355 33,500.00 20051201 283.89
80026 358 33,500.00 20060301 329.19
64123 355 33,583.00 20051201 304.07
39213 357 33,600.00 20060201 332.74
30184 178 33,600.00 20060301 310.50
33127 177 33,700.00 20060201 327.32
92503 178 33,900.00 20060301 325.15
97305 178 33,900.00 20060301 348.44
77536 357 33,951.00 20060201 297.94
98632 178 34,000.00 20060301 295.87
98662 177 34,000.00 20060201 349.73
30043 178 34,000.00 20060301 311.01
84605 177 34,000.00 20060201 357.60
77084 178 34,020.00 20060301 291.04
32211 178 34,000.00 20060301 349.47
34744 359 34,000.00 20060401 322.51
43206 359 34,000.00 20060401 343.46
75241 357 35,000.00 20060201 350.89
77093 115 35,000.00 20051201 458.86
44137 116 35,000.00 20060101 442.99
75241 116 35,000.00 20060101 475.42
30078 177 34,420.00 20060201 302.06
75146 117 35,000.00 20060201 437.89
98516 178 34,480.00 20060301 300.05
77072 175 35,000.00 20051201 358.34
77016 176 35,000.00 20060101 345.89
78016 176 35,000.00 20060101 352.09
32082 176 34,750.00 20060101 337.51
77096 177 35,000.00 20060201 362.53
77545 177 34,800.00 20060201 286.29
60504 178 34,800.00 20060301 341.97
55412 355 34,900.00 20051201 293.21
75215 237 35,000.00 20060201 287.55
30228 170 35,080.00 20050701 298.18
77091 357 35,000.00 20060201 270.61
77091 355 35,000.00 20051201 346.61
80010 177 35,000.00 20060201 324.10
60153 178 34,980.00 20060301 357.12
75052 178 34,999.00 20060301 299.42
33167 177 35,000.00 20060201 377.62
92363 178 35,000.00 20060301 328.04
77072 117 36,000.00 20060201 422.83
32746 358 35,000.00 20060301 366.76
73505 176 35,100.00 20060101 354.30
85009 357 35,200.00 20060201 364.78
34952 238 35,250.00 20060301 413.73
55406 355 35,600.00 20051201 301.69
33015 176 35,780.00 20060101 347.52
77055 177 36,000.00 20060201 397.06
85035 238 35,980.00 20060301 397.17
95965 174 38,200.00 20051101 335.23
85051 177 36,000.00 20060201 337.41
81504 178 36,000.00 20060301 318.59
48048 178 36,000.00 20060301 370.03
80911 358 36,000.00 20060301 384.21
33603 177 36,040.00 20060201 372.10
55448 355 36,300.00 20051201 304.97
30228 177 36,350.00 20060201 332.51
30281 178 36,375.00 20060301 358.00
85009 176 37,000.00 20060101 335.27
60025 178 36,600.00 20060301 344.41
40162 176 36,700.00 20060101 377.22
80219 178 36,700.00 20060301 373.27
48601 358 36,800.00 20060301 331.55
33012 176 37,000.00 20060101 359.37
33166 178 36,980.00 20060301 380.39
33032 178 37,000.00 20060301 346.78
33023 178 37,000.00 20060301 380.31
60421 178 37,000.00 20060301 380.31
85033 178 37,000.00 20060301 380.31
55128 359 37,000.00 20060401 380.49
78539 116 37,800.00 20060101 487.27
48213 358 37,100.00 20060301 417.52
85009 178 37,200.00 20060301 312.80
79015 116 38,000.00 20060101 485.18
60609 178 37,400.00 20060301 367.52
55304 355 37,500.00 20051201 315.05
66030 178 37,510.00 20060301 392.78
84120 178 37,600.00 20060301 372.35
76105 116 38,500.00 20060101 508.19
89031 177 37,800.00 20060201 404.89
75077 178 37,980.00 20060301 324.92
55433 178 38,000.00 20060301 369.08
32807 359 38,000.00 20060401 390.00
70791 176 38,100.00 20060101 378.76
77590 116 39,000.00 20060101 497.42
85713 178 38,542.00 20060301 358.34
85031 178 38,740.00 20060301 398.19
55369 356 38,800.00 20060101 337.35
80013 174 39,000.00 20051101 371.41
53074 356 38,980.00 20060101 341.79
80233 178 39,000.00 20060301 365.53
86314 178 39,000.00 20060301 393.67
85035 178 39,000.00 20060301 400.86
75124 355 39,200.00 20051201 331.34
8302 178 39,176.00 20060301 378.72
48462 178 39,200.00 20060301 395.69
30141 177 39,240.00 20060201 358.94
77020 356 40,000.00 20060101 295.18
78664 178 39,400.00 20060301 337.07
77474 175 40,000.00 20051201 443.65
34759 178 39,600.00 20060301 407.03
33183 178 39,600.00 20060301 422.33
23231 357 39,700.00 20060201 420.62
77011 177 40,000.00 20060201 409.53
92411 178 39,750.00 20060301 401.25
60195 176 39,780.00 20060101 398.50
76112 356 40,000.00 20060101 307.85
55409 178 39,800.00 20060301 386.57
75236 356 40,000.00 20060101 266.39
11422 169 40,000.00 20050601 426.91
78664 178 39,940.00 20060301 341.69
76134 356 40,000.00 20060101 322.14
55430 356 40,000.00 20060101 347.79
33069 178 39,980.00 20060301 397.45
54021 178 39,980.00 20060301 403.57
75075 178 40,000.00 20060301 342.20
85029 178 40,000.00 20060301 353.99
20906 359 39,980.00 20060401 410.32
89102 178 40,000.00 20060301 411.14
78207 356 40,035.00 20060101 390.67
95838 176 40,000.00 20060101 330.00
53575 356 40,200.00 20060101 349.52
95838 175 40,200.00 20051201 382.54
32828 177 40,262.00 20060201 421.60
76063 178 40,299.00 20060301 344.76
60804 178 40,600.00 20060301 385.12
93648 176 41,000.00 20060101 359.51
98055 177 40,990.00 20060201 391.91
60609 176 41,000.00 20060101 426.16
60165 177 41,000.00 20060201 388.91
89148 178 41,000.00 20060301 421.42
33186 360 41,000.00 20060501 403.52
75020 116 42,000.00 20060101 524.34
78648 177 41,600.00 20060201 434.65
84092 173 41,700.00 20051001 420.92
53527 355 42,000.00 20051201 368.27
75223 356 42,000.00 20060101 367.34
76107 178 42,000.00 20060301 359.31
87105 178 42,000.00 20060301 396.81
85251 357 42,000.00 20060201 448.25
33176 178 42,000.00 20060301 439.80
98032 360 42,000.00 20060501 447.28
48504 358 42,300.00 20060301 412.94
48328 178 42,300.00 20060301 434.78
53105 358 42,300.00 20060301 459.68
48208 357 42,500.00 20060201 353.19
77346 178 42,580.00 20060301 364.27
48204 358 42,600.00 20060301 428.87
99517 176 42,800.00 20060101 450.15
16746 176 43,200.00 20060101 463.70
77506 356 43,000.00 20060101 347.85
38106 175 43,400.00 20051201 442.26
56554 356 42,930.00 20060101 407.22
92234 178 43,000.00 20060301 420.91
77327 237 43,280.00 20060201 370.41
38118 357 43,600.00 20060201 352.86
33004 176 44,000.00 20060101 509.82
55104 355 44,000.00 20051201 372.87
98405 173 44,000.00 20051001 444.14
93555 178 44,000.00 20060301 369.98
92311 178 44,000.00 20060301 412.39
32583 178 44,000.00 20060301 432.38
98513 178 44,000.00 20060301 457.68
33441 359 44,000.00 20060401 476.44
60137 178 44,200.00 20060301 396.08
75050 175 44,800.00 20051201 452.00
30265 178 44,300.00 20060301 443.61
79347 117 45,000.00 20060201 548.60
95206 178 44,500.00 20060301 442.38
95815 178 44,500.00 20060301 457.40
77474 176 45,000.00 20060101 447.37
77047 178 44,800.00 20060301 418.11
77026 176 45,000.00 20060101 482.48
34741 178 44,600.00 20060301 421.37
55407 178 44,600.00 20060301 450.20
48471 352 44,800.00 20050901 348.45
77833 177 45,000.00 20060201 439.45
77004 236 45,000.00 20060101 371.10
63104 178 44,771.00 20060301 451.93
60446 178 44,800.00 20060301 460.48
55106 238 44,880.00 20060301 542.84
75241 356 45,000.00 20060101 377.08
21230 174 45,000.00 20051101 454.23
77023 357 45,000.00 20060201 390.76
77023 357 45,000.00 20060201 390.76
93306 178 45,000.00 20060301 378.39
85041 358 45,000.00 20060301 480.27
60652 178 45,400.00 20060301 391.73
80219 178 45,400.00 20060301 440.96
77088 357 45,500.00 20060201 366.43
55420 355 45,580.00 20051201 386.26
76308 355 45,600.00 20051201 413.04
23150 177 45,600.00 20060201 479.60
20785 360 45,600.00 20060501 443.25
77377 178 45,669.00 20060301 390.70
87110 177 45,800.00 20060201 479.59
32967 176 45,878.00 20060101 445.60
98023 173 45,940.00 20051001 454.94
55117 354 46,000.00 20051101 386.46
93662 176 46,000.00 20060101 395.21
60652 356 46,000.00 20060101 403.35
33186 176 45,998.00 20060101 452.01
98501 176 46,000.00 20060101 460.81
92308 176 46,000.00 20060101 469.63
60636 177 45,990.00 20060201 472.71
55362 178 46,000.00 20060301 388.48
60617 177 46,000.00 20060201 466.10
48203 358 46,000.00 20060301 429.93
33324 178 46,000.00 20060301 464.33
85041 178 46,000.00 20060301 472.81
32277 359 46,000.00 20060401 426.66
93230 178 46,200.00 20060301 466.35
67951 357 46,500.00 20060201 355.24
77581 178 46,400.00 20060301 396.95
55006 354 46,500.00 20051101 390.66
30127 178 46,426.00 20060301 450.57
55427 356 46,480.00 20060101 404.13
60139 177 46,600.00 20060201 475.75
46131 238 46,800.00 20060301 539.98
75216 177 47,200.00 20060201 501.75
60181 178 46,980.00 20060301 400.19
60804 177 47,000.00 20060201 483.09
92562 178 46,998.00 20060301 440.49
33189 178 47,000.00 20060301 474.43
60623 176 47,200.00 20060101 454.86
46218 356 47,200.00 20060101 382.33
93307 178 47,190.00 20060301 458.34
85757 176 47,230.00 20060101 471.32
75160 178 47,300.00 20060301 404.65
60632 177 47,300.00 20060201 486.17
48348 174 50,000.00 20051101 424.99
75244 177 47,550.00 20060201 406.79
92308 178 47,600.00 20060301 446.13
89115 177 47,700.00 20060201 481.49
77020 175 48,300.00 20051201 517.86
2907 177 47,800.00 20060201 462.45
77586 355 48,000.00 20051201 371.13
75670 356 48,000.00 20060101 468.40
97266 357 47,980.00 20060201 512.07
85043 177 48,000.00 20060201 488.20
33142 177 48,000.00 20060201 493.37
30082 178 48,000.00 20060301 480.66
48327 178 48,000.00 20060301 484.52
92308 178 48,000.00 20060301 493.37
95838 178 48,400.00 20060301 497.48
76087 177 48,647.00 20060201 416.17
75035 178 48,641.00 20060301 416.12
77033 356 48,750.00 20060101 385.61
32808 116 50,000.00 20060101 555.86
33015 178 48,750.00 20060301 473.49
85027 239 48,970.00 20060401 562.25
60458 176 49,000.00 20060101 472.21
32736 239 49,000.00 20060401 540.90
33409 177 49,000.00 20060201 484.87
34984 177 49,000.00 20060201 494.62
60440 178 49,000.00 20060301 464.79
53186 358 49,000.00 20060301 466.64
33570 178 49,000.00 20060301 475.92
93560 178 49,000.00 20060301 481.51
85041 178 49,000.00 20060301 494.62
89106 178 49,000.00 20060301 503.65
60651 178 49,300.00 20060301 506.73
77088 175 50,000.00 20051201 525.44
48205 357 49,500.00 20060201 468.23
85323 178 49,500.00 20060301 463.94
60101 178 49,520.00 20060301 486.62
32223 236 50,000.00 20060101 361.98
67665 236 50,000.00 20060101 447.62
95358 178 49,800.00 20060301 464.88
60651 178 50,000.00 20060301 546.52
12068 355 50,000.00 20051201 353.04
34608 356 50,000.00 20060101 329.87
48219 356 50,000.00 20060101 384.99
93309 355 50,000.00 20051201 373.88
33066 356 50,000.00 20060101 358.21
34113 357 50,000.00 20060201 420.43
75040 356 50,000.00 20060101 446.94
79413 358 50,000.00 20060301 363.75
55369 176 50,000.00 20060101 500.88
93307 177 50,000.00 20060201 513.92
60629 178 50,000.00 20060301 474.28
46221 358 50,000.00 20060301 492.10
78237 358 50,000.00 20060301 506.63
6811 178 50,000.00 20060301 513.93
60148 178 50,000.00 20060301 513.93
93591 178 50,000.00 20060301 513.93
78541 358 50,000.00 20060301 523.57
63121 177 50,400.00 20060201 497.20
77041 116 51,000.00 20060101 668.62
38109 359 50,040.00 20060401 466.74
60090 177 50,200.00 20060201 515.98
78547 358 50,150.00 20060301 468.71
38109 359 50,150.00 20060401 435.29
76901 357 50,400.00 20060201 337.35
33174 178 50,400.00 20060301 508.75
2904 176 50,500.00 20060101 505.88
33460 178 50,500.00 20060301 501.83
32738 177 51,200.00 20060201 430.12
92410 177 50,600.00 20060201 453.43
76117 176 51,200.00 20060101 539.20
77016 236 51,200.00 20060101 422.23
90011 177 51,000.00 20060201 441.92
30223 356 51,000.00 20060101 445.68
95815 176 51,000.00 20060101 505.05
33905 176 51,000.00 20060101 530.49
78248 178 51,000.00 20060301 436.30
33912 176 51,000.00 20060101 566.55
1905 177 51,000.00 20060201 536.40
31714 358 51,000.00 20060301 487.81
95380 178 51,000.00 20060301 508.95
19603 358 51,000.00 20060301 516.75
92583 178 51,000.00 20060301 524.20
32825 117 52,000.00 20060201 616.71
74017 358 51,200.00 20060301 427.54
15301 176 52,000.00 20060101 502.36
95828 178 51,450.00 20060301 476.42
95360 178 51,600.00 20060301 450.93
97008 177 51,750.00 20060201 435.14
11901 176 51,750.00 20060101 532.31
75035 178 51,749.00 20060301 442.71
29203 177 52,200.00 20060201 565.74
78211 357 52,000.00 20060201 426.29
20747 176 52,000.00 20060101 475.66
46383 358 52,000.00 20060301 390.66
38109 356 52,000.00 20060101 525.61
75215 358 52,000.00 20060301 434.97
60637 178 51,980.00 20060301 534.28
92324 178 52,000.00 20060301 452.50
60402 178 52,000.00 20060301 489.33
92392 178 52,000.00 20060301 491.29
55101 178 52,000.00 20060301 524.90
30310 358 52,000.00 20060301 474.28
64128 356 52,200.00 20060101 449.06
39305 356 52,200.00 20060101 451.94
39204 358 52,200.00 20060301 479.06
61041 356 52,250.00 20060101 476.00
76528 357 52,400.00 20060201 436.41
63121 357 52,500.00 20060201 348.94
66109 356 52,500.00 20060101 446.44
48212 358 52,500.00 20060301 445.10
2908 177 52,500.00 20060201 521.91
30040 178 52,556.00 20060301 547.28
90059 178 52,580.00 20060301 492.81
75087 178 52,600.00 20060301 449.99
33032 178 52,600.00 20060301 537.01
39350 358 52,725.00 20060301 411.78
62203 358 52,720.00 20060301 440.04
55445 178 52,880.00 20060301 543.53
76462 178 52,900.00 20060301 452.56
12832 356 53,000.00 20060101 504.33
75217 235 53,600.00 20051201 471.01
49224 358 53,000.00 20060301 544.76
85037 178 53,000.00 20060301 514.77
78227 358 53,000.00 20060301 542.72
48167 178 53,000.00 20060301 544.76
93304 177 53,100.00 20060201 475.83
79339 358 53,200.00 20060301 386.30
78237 358 53,200.00 20060301 502.63
33196 359 53,600.00 20060401 489.10
39301 356 53,600.00 20060101 419.38
76117 356 53,600.00 20060101 418.23
78227 358 53,520.00 20060301 497.19
55413 177 53,800.00 20060201 464.20
80424 178 53,600.00 20060301 541.05
29203 177 54,000.00 20060201 585.25
75070 178 53,700.00 20060301 459.40
60443 358 53,762.60 20060301 522.18
98001 239 53,800.00 20060401 615.99
85338 178 53,800.00 20060301 522.54
33993 354 54,000.00 20051101 469.51
61048 356 54,000.00 20060101 463.94
21213 356 54,000.00 20060101 413.30
75051 356 54,000.00 20060101 463.35
32218 238 54,000.00 20060301 653.15
78947 357 54,000.00 20060201 502.06
60643 178 54,000.00 20060301 551.30
60426 356 55,000.00 20060101 386.83
33312 356 54,179.00 20060101 393.03
78584 357 54,400.00 20060201 429.53
62002 358 54,400.00 20060301 452.08
49659 358 54,400.00 20060301 463.00
32780 176 55,000.00 20060101 569.69
23704 236 55,000.00 20060101 478.35
34748 178 55,000.00 20060301 521.81
60101 176 54,780.00 20060101 503.15
73119 357 55,000.00 20060201 378.30
34984 358 54,800.00 20060301 565.58
92509 173 55,000.00 20051001 486.73
77033 236 55,200.00 20060101 481.14
78557 358 55,000.00 20060301 543.83
55303 178 55,000.00 20060301 565.32
73135 356 55,100.00 20060101 435.44
60629 178 55,100.00 20060301 541.46
18640 358 55,120.00 20060301 504.21
17847 356 55,250.00 20060101 432.68
75217 357 55,300.00 20060201 463.38
95301 359 55,200.00 20060401 545.80
77011 117 56,000.00 20060201 752.82
30013 358 55,250.00 20060301 454.53
77047 357 55,300.00 20060201 416.82
54829 358 55,250.00 20060301 474.28
48203 358 55,250.00 20060301 547.77
74022 357 55,250.00 20060201 430.44
77099 357 55,360.00 20060201 398.14
75217 175 56,000.00 20051201 610.72
56143 358 55,385.00 20060301 522.22
75051 176 56,000.00 20060101 566.66
55316 178 55,600.00 20060301 540.03
64109 358 55,920.00 20060301 541.65
75021 356 56,000.00 20060101 463.14
48223 357 56,000.00 20060201 441.16
27313 176 56,000.00 20060101 567.42
92404 178 55,980.00 20060301 545.84
48204 358 56,000.00 20060301 468.84
93274 178 56,000.00 20060301 514.35
76105 358 56,000.00 20060301 526.55
34758 178 56,000.00 20060301 565.27
32792 178 56,000.00 20060301 565.27
11203 178 56,000.00 20060301 597.23
48203 360 56,100.00 20060501 501.05
77020 357 56,250.00 20060201 444.94
75227 355 56,400.00 20051201 483.95
95822 178 56,400.00 20060301 579.71
75052 178 56,523.00 20060301 483.55
80005 178 56,500.00 20060301 594.68
97211 175 56,600.00 20051201 582.19
85757 357 56,600.00 20060201 637.19
62810 355 56,800.00 20051201 440.77
48218 358 56,700.00 20060301 464.81
78572 358 56,700.00 20060301 543.83
19143 355 56,800.00 20051201 501.61
79556 359 56,800.00 20060401 466.46
95605 178 56,840.00 20060301 540.88
33309 358 56,865.00 20060301 504.08
76131 357 56,900.00 20060201 499.34
39470 358 56,950.00 20060301 431.86
44446 357 57,000.00 20060201 472.24
76470 358 57,000.00 20060301 481.78
2131 177 57,000.00 20060201 617.20
60073 178 57,000.00 20060301 549.30
85379 178 57,000.00 20060301 575.37
48034 178 57,000.00 20060301 585.88
60544 177 57,156.00 20060201 575.62
92236 178 57,200.00 20060301 536.11
98032 174 57,390.00 20051101 563.95
92301 178 57,400.00 20060301 537.98
77006 178 57,500.00 20060301 491.91
77093 176 58,000.00 20060101 640.78
63135 355 57,600.00 20051201 504.00
48227 355 57,800.00 20051201 487.71
15201 355 57,800.00 20051201 536.52
37872 356 57,800.00 20060101 498.72
63366 177 57,800.00 20060201 517.95
63034 178 57,800.00 20060301 583.44
94533 178 57,800.00 20060301 594.10
92704 174 58,000.00 20051101 596.15
33023 178 58,000.00 20060301 498.31
46402 358 58,000.00 20060301 528.60
95660 178 58,000.00 20060301 539.25
92154 178 58,000.00 20060301 563.34
30317 179 58,000.00 20060401 610.02
51106 358 58,100.00 20060301 416.44
75051 356 58,400.00 20060101 485.11
66102 358 58,500.00 20060301 485.94
40769 358 58,500.00 20060301 492.33
43203 358 58,500.00 20060301 527.70
46208 358 58,500.00 20060301 533.37
48205 358 58,500.00 20060301 558.88
40212 358 58,500.00 20060301 442.94
75165 358 58,680.00 20060301 428.13
93535 178 58,753.00 20060301 593.06
33936 177 58,780.00 20060201 604.17
92507 177 58,800.00 20060201 551.10
39350 358 58,900.00 20060301 540.99
75067 357 59,000.00 20060201 400.89
29223 358 58,999.00 20060301 510.58
85340 179 59,000.00 20060401 588.78
77083 176 60,000.00 20060101 537.96
33904 178 59,091.00 20060301 630.20
90280 178 59,250.00 20060301 539.77
73135 356 59,350.00 20060101 469.03
79606 357 59,360.00 20060201 404.94
55904 356 59,400.00 20060101 448.34
29203 356 59,400.00 20060101 512.52
63401 358 59,400.00 20060301 573.10
77029 176 60,000.00 20060101 630.53
76009 357 59,500.00 20060201 555.43
33830 177 60,000.00 20060201 557.23
34758 359 59,600.00 20060401 613.05
92596 176 59,724.00 20060101 523.68
73179 178 59,740.00 20060301 614.04
32130 355 60,000.00 20051201 392.36
75040 236 60,000.00 20060101 648.57
98520 355 60,000.00 20051201 398.78
33425 356 60,000.00 20060101 413.59
32805 355 60,000.00 20051201 466.89
49707 355 60,000.00 20051201 482.35
50129 355 60,000.00 20051201 494.69
37914 356 60,000.00 20060101 481.91
78543 356 60,000.00 20060101 482.35
76086 357 60,000.00 20060201 434.42
77562 356 60,000.00 20060101 518.14
91342 354 60,000.00 20051101 610.25
78595 356 60,000.00 20060101 592.58
34953 178 59,963.00 20060301 605.28
77039 357 60,000.00 20060201 558.29
29579 239 60,000.00 20060401 623.40
95660 177 60,000.00 20060201 562.35
76053 358 60,000.00 20060301 501.89
48223 358 60,000.00 20060301 504.51
89081 178 59,980.00 20060301 593.98
7111 177 60,000.00 20060201 626.42
31907 358 60,000.00 20060301 542.80
93550 358 60,000.00 20060301 544.36
48127 358 60,000.00 20060301 649.68
77048 357 60,200.00 20060201 427.55
63137 356 60,080.00 20060101 356.22
76140 358 60,174.00 20060301 441.12
34946 354 60,350.00 20051101 464.04
77009 358 60,210.00 20060301 555.95
78237 358 60,300.00 20060301 571.52
56171 355 60,300.00 20051201 396.98
75062 235 60,800.00 20051201 524.18
92240 178 60,400.00 20060301 620.82
33025 177 60,500.00 20060201 585.32
92553 176 60,600.00 20060101 611.70
92880 177 60,600.00 20060201 561.14
13206 351 61,000.00 20050801 486.44
89108 178 60,800.00 20060301 517.91
78148 357 60,800.00 20060201 617.92
37865 117 62,000.00 20060201 719.24
93535 177 61,000.00 20060201 626.99
33444 178 61,000.00 20060301 603.61
33919 179 61,000.00 20060401 626.99
79029 116 64,000.00 20060101 727.04
93550 176 61,200.00 20060101 624.81
95626 178 61,200.00 20060301 605.60
76110 175 62,300.00 20051201 563.81
33177 178 61,600.00 20060301 633.16
35204 357 61,650.00 20060201 543.30
47711 359 61,650.00 20060401 505.39
37218 358 61,760.00 20060301 477.73
92404 178 61,800.00 20060301 526.43
92582 178 61,804.00 20060301 526.46
93552 178 61,800.00 20060301 617.43
2891 175 62,000.00 20051201 576.43
90059 178 62,000.00 20060301 567.14
91702 178 62,000.00 20060301 532.68
90745 178 62,000.00 20060301 544.10
92223 178 62,000.00 20060301 581.09
38127 358 62,050.00 20060301 552.12
86706 356 62,000.00 20060101 477.92
40215 358 62,100.00 20060301 470.19
76450 176 63,000.00 20060101 602.43
77450 178 62,224.00 20060301 532.32
92335 177 62,400.00 20060201 617.95
90222 178 62,400.00 20060301 580.15
33132 178 62,400.00 20060301 665.97
60425 358 62,496.00 20060301 458.14
38233 356 62,700.00 20060101 514.23
46203 358 62,800.00 20060301 458.62
29673 356 63,000.00 20060101 521.95
29505 357 63,000.00 20060201 512.82
38118 357 63,000.00 20060201 524.00
39206 358 63,000.00 20060301 527.44
78229 358 63,000.00 20060301 573.94
92392 178 63,000.00 20060301 611.90
90001 178 63,000.00 20060301 614.29
63137 359 63,000.00 20060401 464.03
60624 178 63,000.00 20060301 647.55
92404 178 63,000.00 20060301 647.55
40212 358 63,000.00 20060301 477.01
92392 177 63,238.00 20060201 638.34
95828 178 63,300.00 20060301 626.38
60428 176 64,000.00 20060101 676.44
38201 358 63,450.00 20060301 491.93
92404 173 63,600.00 20051001 581.77
92376 178 63,600.00 20060301 596.09
65604 355 63,750.00 20051201 512.95
75241 356 63,750.00 20060101 499.11
85635 177 63,745.00 20060201 547.67
63135 358 63,750.00 20060301 599.42
49022 358 63,750.00 20060301 548.42
39216 358 63,750.00 20060301 592.70
30110 358 63,703.00 20060301 428.14
92404 178 63,800.00 20060301 543.47
95210 178 63,800.00 20060301 597.97
77489 356 64,000.00 20060101 452.33
60478 356 64,000.00 20060101 481.26
48212 359 63,900.00 20060401 585.47
32117 357 64,000.00 20060201 488.94
48238 357 64,000.00 20060201 513.35
91402 177 64,000.00 20060201 573.51
92543 178 63,995.00 20060301 545.13
27703 358 64,000.00 20060301 538.15
64130 358 64,000.00 20060301 568.28
63111 358 64,000.00 20060301 624.77
37716 356 64,100.00 20060101 515.31
80012 178 64,000.00 20060301 648.48
77511 358 64,000.00 20060301 654.13
89141 178 64,000.00 20060301 663.24
89143 358 64,000.00 20060301 683.04
56007 355 64,260.00 20051201 519.44
32130 176 65,000.00 20060101 651.76
1604 176 64,400.00 20060101 640.21
33027 178 64,400.00 20060301 541.52
46016 358 64,400.00 20060301 559.22
80227 178 64,600.00 20060301 659.52
92701 176 64,800.00 20060101 578.27
18847 358 64,800.00 20060301 498.26
53210 358 64,800.00 20060301 582.61
32209 358 64,800.00 20060301 599.55
60620 356 65,000.00 20060101 432.01
71220 358 64,837.00 20060301 589.22
76148 118 66,000.00 20060301 778.62
34947 356 65,000.00 20060101 467.02
60191 176 65,000.00 20060101 614.11
34946 358 65,000.00 20060301 468.82
92507 178 65,000.00 20060301 582.47
92201 178 65,000.00 20060301 609.21
93313 178 65,000.00 20060301 668.10
93534 175 65,000.00 20051201 609.38
32425 357 65,250.00 20060201 450.00
95350 178 65,200.00 20060301 633.27
92392 178 65,198.00 20060301 645.16
20695 176 65,300.00 20060101 719.80
23704 360 65,250.00 20060501 502.65
55372 357 65,400.00 20060201 568.63
92801 178 65,400.00 20060301 617.89
14225 356 65,700.00 20060101 415.89
63121 358 65,600.00 20060301 557.35
75217 358 65,680.00 20060301 588.08
55304 358 65,800.00 20060301 585.24
13760 356 65,970.00 20060101 513.35
60611 356 66,000.00 20060101 578.71
48060 356 66,000.00 20060101 579.93
92407 178 66,000.00 20060301 554.97
24112 358 66,000.00 20060301 591.43
90220 178 66,000.00 20060301 641.04
93535 178 66,000.00 20060301 641.04
80122 178 66,000.00 20060301 646.05
76039 356 66,240.00 20060101 405.27
92392 175 66,400.00 20051201 582.22
67114 357 66,400.00 20060201 588.85
83404 356 66,500.00 20060101 532.68
48210 358 66,400.00 20060301 637.37
75216 176 67,200.00 20060101 669.25
93535 178 66,600.00 20060301 684.55
79925 358 66,800.00 20060301 537.01
92870 176 67,000.00 20060101 597.90
81647 177 67,000.00 20060201 587.98
92557 177 67,000.00 20060201 595.41
90061 178 67,000.00 20060301 617.89
48204 358 67,000.00 20060301 634.52
92324 178 67,000.00 20060301 650.75
93640 359 67,000.00 20060401 618.08
78214 356 67,200.00 20060101 589.24
92553 178 67,200.00 20060301 678.33
48127 355 67,450.00 20051201 567.89
39212 356 67,500.00 20060101 562.66
33563 358 67,500.00 20060301 540.21
47713 358 67,500.00 20060301 547.01
76116 177 68,000.00 20060201 680.03
64127 358 67,500.00 20060301 611.91
75146 358 67,600.00 20060301 553.20
78250 235 68,000.00 20051201 652.17
92571 178 67,600.00 20060301 628.50
60707 178 67,600.00 20060301 694.83
32208 357 68,000.00 20060201 630.43
77041 177 68,500.00 20060201 608.45
77021 355 68,000.00 20051201 602.29
42518 356 68,000.00 20060101 571.28
49444 358 67,950.00 20060301 583.80
77536 358 68,000.00 20060301 560.16
60074 178 68,000.00 20060301 694.23
92376 178 68,000.00 20060301 698.94
43205 359 68,000.00 20060401 703.65
63116 360 68,000.00 20060501 560.66
77033 176 68,800.00 20060101 704.38
91331 176 68,200.00 20060101 598.00
37331 357 68,360.00 20060201 491.81
48213 358 68,400.00 20060301 603.55
63115 358 68,400.00 20060301 636.71
49316 238 68,600.00 20060301 793.95
77011 355 68,800.00 20051201 551.61
18434 353 69,000.00 20051001 476.57
92557 178 68,700.00 20060301 711.42
40258 359 68,720.00 20060401 550.47
32209 357 68,800.00 20060201 590.09
77087 358 68,800.00 20060301 621.13
73008 358 68,800.00 20060301 622.41
64133 358 68,850.00 20060301 655.15
79936 355 69,000.00 20051201 574.41
11233 176 68,900.00 20060101 762.17
48912 358 68,904.00 20060301 531.14
78045 178 69,000.00 20060301 590.29
95242 178 69,000.00 20060301 646.70
63111 358 69,000.00 20060301 706.83
92139 178 69,000.00 20060301 709.22
20601 178 69,000.00 20060301 713.73
93536 178 69,000.00 20060301 728.39
95648 178 69,056.00 20060301 696.53
95828 177 69,100.00 20060201 619.21
75134 358 69,240.00 20060301 505.17
85326 178 69,232.00 20060301 648.88
11950 176 69,350.00 20060101 745.53
77016 357 69,600.00 20060201 731.49
77072 358 69,600.00 20060301 567.05
90745 173 70,000.00 20051001 693.20
85383 358 69,800.00 20060301 744.95
60620 356 70,000.00 20060101 514.13
95340 178 69,936.00 20060301 665.49
85252 358 70,000.00 20060301 479.90
95490 178 70,000.00 20060301 661.35
92405 178 70,000.00 20060301 679.89
92571 178 70,000.00 20060301 679.89
92126 178 70,000.00 20060301 706.59
95358 178 70,000.00 20060301 692.67
99508 176 70,400.00 20060101 710.62
45044 358 70,200.00 20060301 647.66
92551 178 70,200.00 20060301 652.67
91786 358 70,300.00 20060301 750.28
92545 178 70,380.00 20060301 612.45
39111 357 70,550.00 20060201 666.01
92557 176 70,600.00 20060101 640.54
76367 358 70,640.00 20060301 547.68
34746 358 70,600.00 20060301 726.20
92345 178 70,736.00 20060301 727.06
91761 178 70,800.00 20060301 687.66
39212 356 70,975.00 20060101 635.49
92504 176 71,000.00 20060101 716.69
92231 178 71,000.00 20060301 597.01
90002 178 71,000.00 20060301 660.11
92688 178 71,000.00 20060301 665.45
96792 178 71,000.00 20060301 665.45
92509 178 71,000.00 20060301 729.77
95368 178 71,000.00 20060301 729.77
62018 356 71,250.00 20060101 653.09
92571 178 71,200.00 20060301 672.68
48205 358 71,250.00 20060301 637.95
77021 358 71,250.00 20060301 706.13
39428 358 71,400.00 20060301 595.95
92583 178 71,558.00 20060301 735.51
68661 358 71,600.00 20060301 696.51
34758 353 72,000.00 20051001 472.99
44106 357 72,000.00 20060201 536.87
92240 178 71,710.00 20060301 672.10
78617 356 71,992.00 20060101 578.75
79928 357 71,920.00 20060201 544.87
37914 356 72,000.00 20060101 578.82
75119 356 72,000.00 20060101 580.11
44144 357 71,920.00 20060201 507.10
48228 357 72,000.00 20060201 573.64
92551 178 72,000.00 20060301 605.42
77037 357 72,000.00 20060201 668.87
92056 177 72,000.00 20060201 680.24
77530 358 72,000.00 20060301 607.52
37042 358 72,000.00 20060301 563.71
90001 178 72,000.00 20060301 699.31
91343 178 72,000.00 20060301 699.31
91768 178 72,000.00 20060301 726.78
85338 178 72,000.00 20060301 740.05
49829 358 72,000.00 20060301 685.40
92553 178 72,200.00 20060301 742.11
91706 178 72,500.00 20060301 717.97
90221 177 72,600.00 20060201 705.14
92583 178 72,596.00 20060301 680.41
93551 352 73,000.00 20050901 694.65
15537 358 72,800.00 20060301 553.33
91752 174 73,000.00 20051101 621.83
36605 357 72,900.00 20060201 637.06
60954 358 72,900.00 20060301 611.13
55051 357 73,000.00 20060201 659.59
44104 358 73,000.00 20060301 574.30
92571 177 73,000.00 20060201 709.02
92801 177 73,000.00 20060201 714.57
85381 178 73,000.00 20060301 659.59
95351 357 73,000.00 20060201 779.10
92557 178 73,000.00 20060301 750.33
77386 357 73,120.00 20060201 536.02
41222 355 73,500.00 20051201 513.92
77084 358 73,200.00 20060301 559.48
89015 178 73,252.00 20060301 714.26
92551 178 73,400.00 20060301 740.91
78043 357 73,600.00 20060201 529.32
33130 178 73,500.00 20060301 719.46
49120 358 73,500.00 20060301 586.27
77013 116 75,001.00 20060101 975.02
40229 359 73,520.00 20060401 489.52
92555 178 73,580.00 20060301 742.73
28273 357 73,600.00 20060201 555.29
48091 357 73,800.00 20060201 607.94
44601 356 74,000.00 20060101 467.73
92404 178 73,800.00 20060301 697.25
92869 178 73,800.00 20060301 702.26
76116 358 73,840.00 20060301 567.25
92688 175 74,000.00 20051201 704.16
48141 357 73,950.00 20060201 652.52
91977 238 74,000.00 20060301 816.87
78162 357 74,000.00 20060201 624.40
92804 176 74,000.00 20060101 741.30
97707 358 74,000.00 20060301 648.86
92501 178 74,000.00 20060301 746.97
33157 358 74,000.00 20060301 566.26
77505 115 79,500.00 20051201 892.63
39562 355 74,250.00 20051201 628.40
76240 358 74,160.00 20060301 623.04
85220 176 75,000.00 20060101 731.10
89123 178 74,276.00 20060301 724.24
76148 176 75,200.00 20060101 712.59
92345 356 75,000.00 20060101 563.45
77385 236 75,001.00 20060101 697.15
49045 237 75,001.00 20060201 624.08
77084 178 75,001.00 20060301 815.63
77044 237 75,100.00 20060201 596.31
34741 355 75,001.00 20051201 492.96
2814 356 75,001.00 20060101 460.82
77489 175 76,000.00 20051201 666.65
33972 355 75,000.00 20051201 579.88
76104 356 75,100.00 20060101 498.23
90302 176 75,000.00 20060101 713.68
90044 176 75,000.00 20060101 694.48
90255 176 75,000.00 20060101 722.76
32725 354 75,200.00 20051101 557.04
39301 358 75,001.00 20060301 557.67
33417 358 75,001.00 20060301 577.50
91722 358 75,001.00 20060301 592.72
76179 356 75,200.00 20060101 642.78
48111 358 74,980.00 20060301 728.54
92570 356 75,001.00 20060101 566.44
18504 354 75,260.00 20051101 549.62
43701 359 75,000.00 20060401 583.34
39301 358 75,050.00 20060301 578.14
77339 358 76,500.00 20060301 644.10
77004 236 76,000.00 20060101 557.06
8865 356 75,600.00 20060101 540.57
70601 357 75,510.00 20060201 653.19
48213 358 75,600.00 20060301 603.68
27215 357 75,832.00 20060201 647.62
55429 353 76,000.00 20051001 638.50
79912 358 76,000.00 20060301 613.71
75057 356 76,000.00 20060101 542.38
86401 356 76,000.00 20060101 587.07
36608 357 76,000.00 20060201 556.07
63033 358 75,900.00 20060301 780.13
44120 357 76,000.00 20060201 584.38
19023 357 76,000.00 20060201 600.61
23666 357 76,000.00 20060201 641.82
77034 358 76,000.00 20060301 538.71
20659 176 76,000.00 20060101 723.77
76140 357 76,000.00 20060201 650.73
60087 358 76,000.00 20060301 550.53
34609 236 76,500.00 20060101 586.47
34668 357 76,000.00 20060201 690.66
77023 356 76,185.00 20060101 613.55
92530 178 76,000.00 20060301 738.16
92675 178 76,000.00 20060301 781.17
92040 178 76,000.00 20060301 781.17
92345 178 76,040.00 20060301 718.41
29303 356 76,000.00 20060101 464.87
75254 356 76,400.00 20060101 489.46
33823 175 77,500.00 20051201 644.82
74066 357 76,300.00 20060201 547.68
92057 175 76,400.00 20051201 669.91
77379 356 76,500.00 20060101 580.65
44120 356 76,500.00 20060101 587.14
48881 356 76,500.00 20060101 589.57
32114 356 76,500.00 20060101 606.75
60639 178 76,400.00 20060301 779.99
46222 358 76,500.00 20060301 663.73
39345 358 76,500.00 20060301 702.07
48221 358 76,500.00 20060301 720.74
91744 176 76,600.00 20060101 671.66
92102 178 76,600.00 20060301 677.89
77047 357 76,800.00 20060201 558.72
43228 357 76,837.00 20060201 575.21
66067 358 76,950.00 20060301 763.50
92704 176 77,000.00 20060101 771.35
90805 177 77,000.00 20060201 698.60
48227 359 76,950.00 20060401 754.41
92335 178 77,000.00 20060301 715.89
90023 178 77,000.00 20060301 733.29
33428 356 77,600.00 20060101 474.78
78040 358 77,400.00 20060301 695.89
60047 178 77,500.00 20060301 791.22
43615 355 78,000.00 20051201 561.50
77093 356 77,900.00 20060101 683.63
78045 355 78,000.00 20051201 613.07
47150 358 77,920.00 20060301 556.08
90262 176 77,980.00 20060101 707.50
91752 177 78,000.00 20060201 751.67
92555 178 78,000.00 20060301 701.86
95610 359 78,000.00 20060401 763.51
33607 237 78,390.00 20060201 642.58
21229 358 78,200.00 20060301 672.73
95206 178 78,280.00 20060301 686.39
19802 359 78,300.00 20060401 553.93
76248 356 78,400.00 20060101 684.55
77079 358 78,400.00 20060301 710.14
92240 178 78,400.00 20060301 755.53
34207 357 78,500.00 20060201 688.03
77396 356 78,800.00 20060101 516.87
90062 176 79,000.00 20060101 812.00
95337 178 78,750.00 20060301 794.31
19805 358 78,800.00 20060301 528.62
79510 237 79,200.00 20060201 670.37
63115 356 78,850.00 20060101 568.38
33406 358 79,000.00 20060301 498.30
92879 176 79,000.00 20060101 692.70
98118 176 80,000.00 20060101 667.21
92337 176 79,000.00 20060101 751.74
11701 176 79,000.00 20060101 766.70
60443 177 79,000.00 20060201 812.00
95376 178 79,000.00 20060301 767.30
39204 357 79,050.00 20060201 722.52
39204 358 79,050.00 20060301 696.06
32208 354 79,000.00 20051101 572.75
89820 357 79,200.00 20060201 592.78
11752 356 79,500.00 20060101 527.85
21211 177 80,000.00 20060201 758.99
55426 357 79,920.00 20060201 542.03
92503 178 79,400.00 20060301 744.18
99516 176 79,600.00 20060101 800.44
75062 358 79,600.00 20060301 639.91
33189 177 79,600.00 20060201 773.12
93552 178 79,600.00 20060301 740.07
15641 356 79,800.00 20060101 636.36
92571 177 79,780.00 20060201 774.88
92028 178 79,800.00 20060301 805.51
96707 178 79,800.00 20060301 790.26
48206 356 79,900.00 20060101 687.35
33434 357 80,000.00 20060201 611.17
30165 356 80,000.00 20060101 590.92
53218 356 80,000.00 20060101 612.30
47421 358 80,000.00 20060301 598.77
30106 358 80,000.00 20060301 636.80
85326 239 80,000.00 20060401 855.35
92337 177 80,000.00 20060201 801.41
64133 358 80,000.00 20060301 707.39
61841 358 80,000.00 20060301 717.78
90059 178 80,000.00 20060301 749.80
60448 178 80,000.00 20060301 816.74
33193 178 80,000.00 20060301 822.28
48220 359 80,000.00 20060401 657.56
33612 358 80,000.00 20060301 638.11
40272 357 80,100.00 20060201 647.39
33463 179 80,000.00 20060401 825.97
47711 358 80,000.00 20060301 532.67
49203 177 80,800.00 20060201 807.56
78653 358 80,540.00 20060301 700.26
6606 176 80,600.00 20060101 822.86
76633 356 81,375.00 20060101 539.21
1830 177 80,600.00 20060201 863.34
46208 356 80,750.00 20060101 634.11
22901 353 80,940.00 20051001 636.76
77571 356 80,800.00 20060101 649.27
31206 356 80,750.00 20060101 766.57
29203 357 80,800.00 20060201 710.87
32401 356 81,000.00 20060101 648.26
75227 355 81,000.00 20051201 704.26
33711 358 81,000.00 20060301 665.49
40211 358 81,000.00 20060301 673.13
61107 358 81,000.00 20060301 693.84
44104 356 81,000.00 20060101 656.15
44104 356 81,000.00 20060101 656.15
92821 178 81,000.00 20060301 848.80
85338 358 81,000.00 20060301 864.48
78516 358 81,000.00 20060301 669.73
75034 178 81,155.00 20060301 694.27
90022 177 81,200.00 20060201 834.61
90047 175 81,400.00 20051201 713.75
76691 358 81,300.00 20060301 710.46
28214 355 81,600.00 20051201 553.89
92105 177 81,400.00 20060201 865.59
44203 357 81,500.00 20060201 499.97
32208 357 81,600.00 20060201 633.23
89030 355 82,000.00 20051201 552.73
60619 356 82,000.00 20060101 519.38
92503 178 81,760.00 20060301 809.67
56169 356 82,000.00 20060101 559.39
78245 358 81,900.00 20060301 687.76
77435 357 82,000.00 20060201 605.12
91744 177 82,000.00 20060201 759.30
92679 177 81,980.00 20060201 774.53
92509 176 82,000.00 20060101 805.79
32962 116 84,000.00 20060101 923.32
48227 358 82,000.00 20060301 685.32
23504 358 82,000.00 20060301 712.05
75065 356 82,500.00 20060101 543.35
90221 178 82,000.00 20060301 812.04
92571 178 82,000.00 20060301 842.84
90018 178 82,000.00 20060301 842.84
85739 176 82,000.00 20060101 888.33
87002 358 82,320.00 20060301 616.42
53206 358 82,400.00 20060301 720.99
48089 358 82,400.00 20060301 770.12
48234 359 82,400.00 20060401 580.11
93266 356 82,500.00 20060101 711.23
38301 356 82,737.00 20060101 678.86
90022 176 82,800.00 20060101 787.90
92703 178 82,800.00 20060301 851.06
92026 178 82,800.00 20060301 851.06
98005 173 83,000.00 20051001 774.79
92315 177 83,000.00 20060201 821.95
91762 178 83,000.00 20060301 707.02
92656 178 83,600.00 20060301 859.28
32905 356 84,000.00 20060101 655.44
34652 356 84,000.00 20060101 472.77
75088 176 84,750.00 20060101 859.09
92860 353 84,300.00 20051001 618.57
44827 358 84,000.00 20060301 602.95
33870 358 84,000.00 20060301 631.06
90059 177 84,000.00 20060201 815.86
30087 357 83,916.00 20060201 541.96
48228 358 84,000.00 20060301 738.41
90011 178 84,000.00 20060301 831.85
33467 178 84,000.00 20060301 863.39
40216 358 84,000.00 20060301 623.70
88030 359 84,000.00 20060401 665.00
78045 358 84,151.00 20060301 810.95
32909 352 85,000.00 20050901 579.85
39204 356 84,600.00 20060101 686.81
12839 356 84,700.00 20060101 611.49
64128 358 84,550.00 20060301 759.33
92335 178 84,600.00 20060301 869.56
13132 357 84,800.00 20060201 618.98
30153 358 84,800.00 20060301 603.49
60426 357 85,000.00 20060201 638.58
90746 177 85,000.00 20060201 841.75
73119 358 85,000.00 20060301 857.35
80237 178 85,000.00 20060301 858.00
43316 354 85,500.00 20051101 621.42
31763 355 85,500.00 20051201 619.93
30135 357 85,400.00 20060201 773.22
29501 356 85,500.00 20060101 665.01
76692 355 85,600.00 20051201 667.92
44108 358 85,500.00 20060301 649.87
31901 358 85,500.00 20060301 688.57
60637 358 85,500.00 20060301 718.62
78041 358 85,500.00 20060301 759.82
63115 358 85,500.00 20060301 813.60
47307 359 85,500.00 20060401 741.49
48234 358 85,500.00 20060301 691.94
60628 358 85,600.00 20060301 708.25
27604 358 85,600.00 20060301 731.04
29112 354 85,850.00 20051101 669.26
92284 354 86,200.00 20051101 576.39
33513 356 86,000.00 20060101 692.60
11706 176 85,900.00 20060101 873.67
78744 236 86,445.00 20060101 753.48
37087 357 86,100.00 20060201 612.68
49073 358 86,000.00 20060301 802.15
92551 178 86,000.00 20060301 868.10
38115 356 86,250.00 20060101 579.17
92545 178 86,221.00 20060301 886.22
87121 358 86,400.00 20060301 652.53
28786 358 86,760.00 20060301 742.86
80016 177 86,969.00 20060201 827.57
95376 176 87,000.00 20060101 871.53
30549 357 86,960.00 20060201 652.20
95212 175 87,178.00 20051201 764.41
98902 357 87,200.00 20060201 614.50
40210 356 87,300.00 20060101 653.71
63026 358 87,200.00 20060301 643.58
91739 178 87,245.00 20060301 830.20
94513 178 87,300.00 20060301 847.92
98592 359 87,500.00 20060401 788.65
90002 177 87,600.00 20060201 833.57
90001 178 87,800.00 20060301 738.27
92114 178 87,800.00 20060301 852.77
75227 355 88,000.00 20051201 694.82
77020 357 88,000.00 20060201 612.90
33063 357 88,000.00 20060201 664.21
30153 358 88,000.00 20060301 556.22
30153 357 87,844.00 20060201 640.53
48912 358 88,000.00 20060301 744.13
60070 358 88,000.00 20060301 642.04
90001 177 88,000.00 20060201 771.62
77084 358 87,920.00 20060301 745.88
74848 358 88,000.00 20060301 772.26
32117 359 88,000.00 20060401 633.49
92503 178 88,000.00 20060301 904.51
92801 178 88,000.00 20060301 921.47
35080 358 88,000.00 20060301 556.60
34972 359 88,200.00 20060401 744.85
48210 358 88,350.00 20060301 853.09
63136 358 88,400.00 20060301 879.81
92707 178 88,600.00 20060301 830.40
77036 355 89,000.00 20051201 589.73
93619 358 88,813.00 20060301 947.86
90062 176 89,000.00 20060101 780.39
91761 176 89,000.00 20060101 789.27
32754 356 89,250.00 20060101 528.24
8330 359 89,000.00 20060401 681.18
91706 178 89,000.00 20060301 914.79
48342 358 89,100.00 20060301 698.73
61443 357 89,250.00 20060201 744.28
92691 178 89,400.00 20060301 837.90
30122 358 89,600.00 20060301 610.62
78043 358 89,600.00 20060301 647.49
75040 358 89,600.00 20060301 699.46
75232 177 90,400.00 20060201 797.46
92028 178 89,600.00 20060301 904.44
43204 358 89,600.00 20060301 682.53
15237 355 90,000.00 20051201 604.23
33065 356 90,000.00 20060101 538.44
33055 356 90,000.00 20060101 567.68
34787 356 90,000.00 20060101 594.55
30680 354 90,000.00 20051101 740.41
32626 357 89,900.00 20060201 688.07
32810 356 90,000.00 20060101 648.51
77423 238 90,000.00 20060301 959.79
33147 356 90,000.00 20060101 509.70
78045 357 90,000.00 20060201 759.40
95691 178 90,000.00 20060301 806.50
90706 177 90,000.00 20060201 884.41
12166 357 90,000.00 20060201 870.72
33313 358 90,000.00 20060301 754.48
78239 358 90,000.00 20060301 755.78
12303 358 90,000.00 20060301 773.24
6604 177 90,000.00 20060201 905.02
33160 178 90,000.00 20060301 850.30
6783 178 90,000.00 20060301 860.50
95628 358 90,000.00 20060301 960.53
30281 357 90,000.00 20060201 600.00
87002 358 90,200.00 20060301 810.97
12188 356 90,400.00 20060101 695.42
60628 357 90,400.00 20060201 724.13
79925 358 90,400.00 20060301 779.34
77511 358 90,640.00 20060301 728.66
72855 356 90,750.00 20060101 726.93
77083 356 90,800.00 20060101 675.78
70788 357 90,750.00 20060201 749.87
93656 358 90,700.00 20060301 771.94
84604 356 91,120.00 20060101 606.23
75243 176 91,700.00 20060101 1,034.22
92647 178 91,000.00 20060301 846.05
73501 356 91,200.00 20060101 650.22
91768 178 91,000.00 20060301 922.06
92408 178 91,000.00 20060301 935.34
55101 357 91,000.00 20060201 561.16
23608 360 91,000.00 20060501 741.07
56331 357 91,200.00 20060201 707.73
78521 357 91,200.00 20060201 762.87
77493 358 91,200.00 20060301 781.55
78216 357 91,500.00 20060201 649.84
94124 178 91,600.00 20060301 941.51
95358 174 91,800.00 20051101 874.23
38053 357 91,800.00 20060201 754.55
77075 358 92,100.00 20060301 787.23
77396 358 91,800.00 20060301 839.05
92804 176 92,000.00 20060101 806.69
77373 358 92,000.00 20060301 648.96
76109 357 92,000.00 20060201 830.58
78758 175 93,530.00 20051201 789.77
91706 177 92,000.00 20060201 921.62
77072 358 92,000.00 20060301 799.90
90221 178 92,000.00 20060301 814.18
32132 178 92,000.00 20060301 945.62
43206 359 92,000.00 20060401 708.70
92595 178 92,000.00 20060301 945.62
85713 356 92,400.00 20060101 567.73
31763 358 92,150.00 20060301 705.62
78725 357 92,340.00 20060201 881.47
78046 358 92,476.00 20060301 614.63
77833 358 92,485.00 20060301 859.17
77065 356 92,800.00 20060101 750.70
92677 178 92,580.00 20060301 977.30
48910 359 92,650.00 20060401 677.25
92545 178 92,652.00 20060301 917.53
48186 358 92,625.00 20060301 903.09
34947 357 92,800.00 20060201 781.67
76054 116 95,000.00 20060101 1,087.04
55033 356 92,800.00 20060101 570.33
92557 178 93,000.00 20060301 942.32
60636 358 93,100.00 20060301 753.47
60194 357 93,200.00 20060201 712.67
78628 357 93,300.00 20060201 635.53
84120 356 93,500.00 20060101 621.43
77090 357 93,376.00 20060201 716.53
45014 355 93,600.00 20051201 726.68
53404 358 93,500.00 20060301 782.79
87107 358 93,600.00 20060301 683.69
55104 356 93,600.00 20060101 772.20
90022 176 93,800.00 20060101 837.06
55403 356 93,920.00 20060101 653.53
78411 356 94,400.00 20060101 678.91
88001 356 94,350.00 20060101 772.10
92555 177 94,300.00 20060201 933.85
32501 359 94,250.00 20060401 644.04
79924 357 94,500.00 20060201 632.53
48219 358 94,400.00 20060301 772.51
30038 358 94,400.00 20060301 648.59
48881 356 94,500.00 20060101 846.82
80012 358 94,400.00 20060301 750.04
63376 358 94,500.00 20060301 946.30
64131 358 94,500.00 20060301 800.49
90301 178 94,800.00 20060301 956.93
95503 357 95,000.00 20060201 656.14
62012 358 94,905.00 20060301 878.44
49503 358 94,905.00 20060301 896.29
92057 357 95,000.00 20060201 901.12
87106 177 95,000.00 20060201 994.77
95670 178 95,000.00 20060301 940.78
75150 357 95,250.00 20060201 586.47
30083 358 95,200.00 20060301 815.12
60630 178 95,250.00 20060301 896.31
78250 177 96,000.00 20060201 943.10
90255 178 95,400.00 20060301 865.54
92563 178 95,520.00 20060301 1,000.22
18466 355 96,000.00 20051201 607.42
77039 356 96,000.00 20060101 658.80
43460 357 96,000.00 20060201 689.08
34690 357 96,000.00 20060201 730.69
30120 358 96,000.00 20060301 699.40
64134 356 96,050.00 20060101 845.75
91331 177 96,000.00 20060201 863.83
78245 358 96,000.00 20060301 729.00
35045 358 96,000.00 20060301 728.99
91910 178 96,000.00 20060301 906.99
66204 358 96,000.00 20060301 766.58
33540 359 96,000.00 20060401 683.12
33179 178 96,000.00 20060301 1,024.57
30331 358 96,000.00 20060301 680.00
46151 359 96,000.00 20060401 656.80
53206 356 96,800.00 20060101 686.81
93304 355 97,000.00 20051201 638.84
74014 359 96,800.00 20060401 666.93
44035 359 96,900.00 20060401 792.26
95407 177 97,000.00 20060201 923.76
77057 178 97,000.00 20060301 829.83
92105 178 97,000.00 20060301 997.01
95206 358 97,000.00 20060301 1,035.24
30132 358 97,100.00 20060301 738.36
55445 357 97,200.00 20060201 603.45
53405 358 97,300.00 20060301 844.91
12763 355 97,500.00 20051201 778.76
75442 356 97,600.00 20060101 608.58
77041 356 97,500.00 20060101 776.46
90680 178 97,400.00 20060301 861.97
62221 357 97,500.00 20060201 872.98
77338 358 97,488.00 20060301 787.22
60613 357 97,500.00 20060201 927.78
6114 116 100,000.00 20060101 1,161.35
45402 357 97,750.00 20060201 909.54
34608 357 98,000.00 20060201 586.30
33445 178 97,800.00 20060301 987.21
93552 178 97,800.00 20060301 1,005.24
90723 175 98,000.00 20051201 859.30
47960 359 97,850.00 20060401 786.62
91331 176 98,000.00 20060101 859.30
91745 178 98,000.00 20060301 1,019.37
78222 358 98,260.00 20060301 727.18
60620 176 100,000.00 20060101 868.91
33905 356 98,750.00 20060101 656.33
19120 358 98,500.00 20060301 760.87
77568 358 98,432.00 20060301 823.55
35235 358 98,600.00 20060301 775.69
93647 358 98,625.00 20060301 828.58
85205 355 99,000.00 20051201 630.97
8234 176 100,000.00 20060101 968.98
59101 357 99,000.00 20060201 800.14
90638 176 99,000.00 20060101 961.55
75217 357 99,028.00 20060201 631.28
78238 358 99,000.00 20060301 871.73
75146 355 99,200.00 20051201 802.48
47307 359 99,000.00 20060401 858.57
75154 357 99,200.00 20060201 733.44
76180 358 99,200.00 20060301 730.67
90042 178 99,200.00 20060301 911.14
30039 354 99,200.00 20051101 686.13
30213 358 99,200.00 20060301 682.00
32767 357 99,540.00 20060201 598.72
92627 176 99,400.00 20060101 945.86
75062 356 99,920.00 20060101 640.13
33511 355 100,000.00 20051201 718.49
32244 356 100,000.00 20060101 664.64
33160 178 99,800.00 20060301 1,007.40
90660 356 100,000.00 20060101 760.07
95301 357 100,001.00 20060201 863.95
30220 359 100,700.00 20060401 875.55
96740 176 100,000.00 20060101 914.74
78223 358 99,900.00 20060301 956.29
94577 176 100,000.00 20060101 907.28
60619 358 100,001.00 20060301 693.42
85019 358 100,001.00 20060301 695.12
97303 356 99,875.00 20060101 701.20
30011 359 99,920.00 20060401 862.14
75135 358 100,000.00 20060301 784.56
20646 358 100,000.00 20060301 795.65
48141 358 100,000.00 20060301 798.52
30274 357 100,000.00 20060201 986.48
60402 358 100,000.00 20060301 899.83
90650 178 100,000.00 20060301 971.27
87412 358 100,100.00 20060301 661.94
32835 359 100,000.00 20060401 751.27
90650 178 100,000.00 20060301 1,009.41
20151 359 100,000.00 20060401 988.77
93612 357 100,000.00 20060201 596.67
33604 358 100,000.00 20060301 743.33
37211 359 100,000.00 20060401 729.17
77521 358 100,152.00 20060301 852.39
53209 356 100,300.00 20060101 906.26
89032 357 100,750.00 20060201 675.72
49015 357 100,800.00 20060201 770.79
77478 358 100,704.00 20060301 750.93
85713 358 100,800.00 20060301 691.06
32818 356 101,000.00 20060101 711.75
55122 357 100,673.00 20060201 692.13
85035 357 101,000.00 20060201 694.49
23608 356 100,800.00 20060101 751.80
46226 358 100,800.00 20060301 717.36
23704 360 100,800.00 20060501 733.33
33024 355 101,350.00 20051201 599.85
60625 178 101,000.00 20060301 958.04
91016 178 101,000.00 20060301 980.98
93212 358 101,000.00 20060301 744.27
34668 356 101,250.00 20060101 866.93
37013 356 101,500.00 20060101 644.89
99004 356 101,500.00 20060101 672.22
46368 358 101,250.00 20060301 832.96
21220 359 101,250.00 20060401 817.24
77080 356 101,600.00 20060101 737.03
34746 357 101,600.00 20060201 669.14
76065 356 101,600.00 20060101 796.39
75137 357 101,650.00 20060201 793.89
78539 357 101,600.00 20060201 959.13
21227 355 102,000.00 20051201 755.56
89030 356 102,200.00 20060101 678.57
6511 358 102,000.00 20060301 920.86
15018 358 102,000.00 20060301 961.75
95407 178 102,000.00 20060301 990.69
48417 360 102,000.00 20060501 889.10
78230 358 102,375.00 20060301 720.04
93241 358 102,400.00 20060301 696.75
48602 358 102,600.00 20060301 731.93
32205 358 102,600.00 20060301 991.80
30296 356 102,850.00 20060101 770.52
90805 176 103,000.00 20060101 980.12
85027 358 103,000.00 20060301 881.15
32068 357 103,200.00 20060201 635.42
91342 178 103,000.00 20060301 1,039.70
17522 357 103,050.00 20060201 665.53
33607 358 103,200.00 20060301 912.53
33594 355 103,600.00 20051201 668.86
32822 358 103,500.00 20060301 835.77
60426 358 103,500.00 20060301 852.60
93219 358 103,500.00 20060301 920.94
64132 358 103,500.00 20060301 965.38
77077 353 103,800.00 20051001 895.62
34744 356 104,000.00 20060101 610.56
54456 357 103,700.00 20060201 881.45
32246 356 104,000.00 20060101 755.88
78112 356 104,000.00 20060101 762.39
75791 356 104,000.00 20060101 824.49
77532 357 104,000.00 20060201 756.60
34758 358 104,000.00 20060301 683.21
78745 358 104,000.00 20060301 781.32
24501 357 104,000.00 20060201 951.33
84118 358 104,000.00 20060301 824.87
33021 176 104,000.00 20060101 1,101.88
33525 357 104,000.00 20060201 790.23
45504 176 105,000.00 20060101 1,081.91
60411 358 104,000.00 20060301 945.04
77449 357 104,000.00 20060201 713.78
37411 358 104,000.00 20060301 932.72
92883 358 104,000.00 20060301 943.56
15108 359 103,920.00 20060401 739.56
77539 356 104,051.00 20060101 707.91
75134 358 104,000.00 20060301 1,072.97
36116 358 104,000.00 20060301 671.67
75048 358 104,400.00 20060301 824.30
13039 358 104,550.00 20060301 888.66
60448 358 104,500.00 20060301 920.29
33435 355 105,000.00 20051201 667.13
48034 358 104,870.00 20060301 826.89
21875 358 104,800.00 20060301 796.04
34668 356 105,000.00 20060101 915.25
55720 357 105,000.00 20060201 852.42
92220 357 105,000.00 20060201 960.48
60564 177 105,000.00 20060201 988.06
91344 178 105,000.00 20060301 863.81
91325 178 105,000.00 20060301 1,019.83
92701 358 105,000.00 20060301 717.50
65020 356 105,210.00 20060101 802.65
48174 358 105,000.00 20060301 953.40
32792 358 105,000.00 20060301 595.00
30281 355 105,360.00 20051201 836.03
55318 356 105,600.00 20060101 651.20
30236 357 105,600.00 20060201 660.00
95492 176 106,000.00 20060101 930.23
56007 357 106,000.00 20060201 837.69
33056 356 106,000.00 20060101 690.13
60646 358 106,000.00 20060301 969.63
33604 358 105,925.00 20060301 900.36
66102 358 106,020.00 20060301 998.86
77356 358 106,080.00 20060301 803.67
27501 356 106,400.00 20060101 785.18
75042 357 106,400.00 20060201 799.35
30135 358 106,350.00 20060301 834.38
76065 358 106,400.00 20060301 893.90
80110 358 106,400.00 20060301 791.37
32927 355 107,177.00 20051201 641.21
91977 178 106,980.00 20060301 946.75
60632 178 107,000.00 20060301 1,023.04
48225 358 107,100.00 20060301 895.88
37914 358 107,100.00 20060301 978.43
53218 358 107,200.00 20060301 872.22
91344 178 107,200.00 20060301 948.69
32225 356 107,200.00 20060101 848.42
46231 359 107,200.00 20060401 748.82
30605 358 107,700.00 20060301 808.74
77040 356 107,920.00 20060101 819.13
75462 358 107,920.00 20060301 724.53
74012 356 108,000.00 20060101 841.94
33603 356 108,000.00 20060101 913.65
48910 358 107,920.00 20060301 920.87
21227 358 108,000.00 20060301 758.12
74868 358 108,000.00 20060301 830.43
33321 358 108,000.00 20060301 866.28
92880 178 108,000.00 20060301 959.78
80011 359 108,000.00 20060401 747.77
91789 178 108,000.00 20060301 1,012.23
19134 359 108,000.00 20060401 771.49
48180 359 108,000.00 20060401 791.71
46978 359 108,000.00 20060401 898.68
77041 358 108,160.00 20060301 861.74
32210 357 108,000.00 20060201 657.00
81004 359 108,000.00 20060401 742.50
32073 355 108,000.00 20051201 585.00
33170 360 108,000.00 20060501 830.43
75238 358 108,320.00 20060301 859.13
20746 359 108,300.00 20060401 757.62
93703 357 108,400.00 20060201 683.50
32225 358 108,750.00 20060301 1,008.63
30311 358 108,800.00 20060301 923.99
31763 357 108,775.00 20060201 897.39
33441 357 108,900.00 20060201 696.61
23320 357 109,000.00 20060201 926.89
36532 352 109,500.00 20050901 803.47
75043 358 109,155.00 20060301 905.52
33063 358 109,250.00 20060301 868.86
33781 357 109,700.00 20060201 686.18
55805 358 109,600.00 20060301 946.87
33015 356 110,000.00 20060101 695.28
34984 356 110,000.00 20060101 692.39
11207 356 110,000.00 20060101 737.76
85017 358 109,800.00 20060301 785.87
29651 358 109,800.00 20060301 1,023.72
27834 358 109,800.00 20060301 1,070.62
95838 355 110,000.00 20051201 945.07
98531 356 110,000.00 20060101 861.45
32808 358 110,000.00 20060301 763.12
55033 358 110,000.00 20060301 845.81
30238 358 109,900.00 20060301 835.70
90601 178 110,000.00 20060301 1,030.97
90621 178 110,000.00 20060301 1,110.36
83442 356 110,200.00 20060101 851.25
28412 357 110,000.00 20060201 850.21
12020 359 110,000.00 20060401 715.00
92707 178 110,250.00 20060301 1,004.39
74033 357 110,340.00 20060201 811.95
33055 235 111,325.00 20051201 818.91
56051 359 110,400.00 20060401 743.05
55720 357 110,400.00 20060201 910.24
33584 358 110,500.00 20060301 909.06
80011 356 110,400.00 20060101 661.48
85035 356 110,500.00 20060101 606.83
68026 359 110,500.00 20060401 1,158.78
33409 356 111,100.00 20060101 650.47
34433 359 110,600.00 20060401 1,103.71
33905 358 110,700.00 20060301 907.90
32763 359 110,600.00 20060401 644.25
53205 358 110,773.00 20060301 914.52
32738 355 111,000.00 20051201 965.10
93001 177 111,000.00 20060201 1,036.17
33015 357 111,120.00 20060201 787.65
60099 357 111,120.00 20060201 823.12
37865 357 111,200.00 20060201 712.40
92832 178 111,000.00 20060301 1,078.11
32068 357 111,150.00 20060201 854.65
85040 358 111,200.00 20060301 613.92
55075 356 112,000.00 20060101 704.61
33025 356 112,000.00 20060101 744.39
33189 356 112,000.00 20060101 753.44
34207 355 112,000.00 20051201 877.11
3817 356 112,000.00 20060101 817.92
33142 357 112,000.00 20060201 721.23
29726 356 111,735.00 20060101 642.48
81413 356 112,000.00 20060101 904.41
53210 357 112,000.00 20060201 857.22
32117 357 112,000.00 20060201 865.16
97051 357 112,000.00 20060201 891.53
30064 357 112,000.00 20060201 911.27
33936 355 112,400.00 20051201 686.96
70058 358 112,000.00 20060301 864.37
93306 358 112,000.00 20060301 914.51
93033 178 111,980.00 20060301 1,049.53
30008 358 111,920.00 20060301 750.80
33781 355 112,500.00 20051201 673.05
33321 358 112,000.00 20060301 863.07
85014 359 112,000.00 20060401 1,028.70
34266 358 112,000.00 20060301 847.47
85027 358 112,000.00 20060301 638.40
55387 356 112,250.00 20060101 975.97
85374 356 112,500.00 20060101 688.30
40165 358 112,183.00 20060301 1,046.36
8005 358 112,100.00 20060301 829.07
53209 357 112,200.00 20060201 927.70
77023 358 112,500.00 20060301 825.49
76049 358 112,600.00 20060301 919.00
30141 356 112,520.00 20060101 726.69
77090 358 112,752.00 20060301 716.30
92703 174 113,000.00 20051101 1,075.27
98577 176 114,400.00 20060101 996.55
92336 178 112,980.00 20060301 1,140.44
75068 358 112,980.00 20060301 870.62
55066 357 113,400.00 20060201 777.83
75074 358 113,339.00 20060301 993.79
93204 356 113,400.00 20060101 763.07
78753 358 113,500.00 20060301 781.22
77084 356 113,592.00 20060101 906.64
80227 358 113,520.00 20060301 900.37
89120 358 113,600.00 20060301 757.25
60026 355 114,000.00 20051201 999.59
30228 358 113,592.00 20060301 733.62
46214 358 113,900.00 20060301 1,005.88
92683 177 113,980.00 20060201 1,150.53
46234 358 114,000.00 20060301 1,039.70
30096 359 114,000.00 20060401 1,068.88
77449 358 114,275.00 20060301 935.15
55343 358 114,320.00 20060301 886.23
77546 235 115,500.00 20051201 828.15
43613 359 114,320.00 20060401 834.06
55106 358 114,400.00 20060301 1,121.13
78247 358 114,400.00 20060301 850.87
30011 353 114,900.00 20051001 853.13
30228 358 114,392.00 20060301 881.77
78504 360 114,400.00 20060501 918.02
34208 297 115,000.00 20060201 775.06
66012 358 114,640.00 20060301 888.27
32117 358 114,750.00 20060301 970.75
32668 339 116,150.00 20040801 913.76
29115 355 115,000.00 20051201 946.08
97355 356 114,900.00 20060101 837.96
33610 356 115,000.00 20060101 659.40
6058 357 115,000.00 20060201 895.28
34769 358 115,000.00 20060301 833.83
33411 358 115,000.00 20060301 924.49
90042 178 115,000.00 20060301 1,000.72
92346 178 114,980.00 20060301 1,182.70
53215 358 115,120.00 20060301 905.65
80910 357 115,200.00 20060201 779.47
34608 356 115,600.00 20060101 815.43
66048 359 115,600.00 20060401 888.86
90620 177 115,800.00 20060201 1,168.90
77346 356 116,000.00 20060101 796.05
32804 356 116,000.00 20060101 803.16
60628 356 116,000.00 20060101 826.24
90680 178 115,800.00 20060301 1,024.80
92707 178 115,800.00 20060301 1,024.80
33068 357 116,000.00 20060201 782.69
91913 178 115,800.00 20060301 1,124.73
47930 357 116,000.00 20060201 812.29
30187 357 115,840.00 20060201 651.60
99403 358 116,000.00 20060301 976.24
33610 358 116,000.00 20060301 987.27
70072 358 117,600.00 20060301 991.85
92802 178 116,000.00 20060301 1,103.82
60415 358 116,000.00 20060301 862.77
93274 358 116,000.00 20060301 889.43
63114 358 116,000.00 20060301 797.50
33127 358 116,000.00 20060301 862.27
85009 359 116,000.00 20060401 813.93
33065 358 116,000.00 20060301 782.03
30058 358 116,000.00 20060301 708.57
78109 358 116,340.00 20060301 988.46
96021 356 117,000.00 20060101 747.23
80911 356 116,800.00 20060101 790.30
32703 358 116,850.00 20060301 904.28
33954 355 117,000.00 20051201 699.63
30213 357 117,014.00 20060201 863.93
75044 358 117,000.00 20060301 971.03
75048 356 117,200.00 20060101 896.19
78233 358 117,080.00 20060301 932.81
92223 358 116,990.00 20060301 569.35
32811 358 117,600.00 20060301 905.50
32114 358 117,600.00 20060301 936.53
30121 356 117,680.00 20060101 852.20
11434 174 118,000.00 20051101 1,168.54
88012 357 117,900.00 20060201 1,028.99
33810 359 118,000.00 20060401 875.74
77075 358 118,141.00 20060301 954.00
34974 357 118,500.00 20060201 701.35
43229 358 118,400.00 20060301 700.53
48328 358 118,575.00 20060301 1,044.09
77088 356 119,000.00 20060101 928.54
30296 358 118,552.00 20060301 765.65
33169 348 120,000.00 20050501 748.64
85706 358 119,250.00 20060301 917.77
54311 357 119,067.00 20060201 893.68
44313 353 120,000.00 20051001 834.95
48219 358 119,000.00 20060301 926.85
32112 358 119,000.00 20060301 946.82
37172 358 119,000.00 20060301 1,013.67
37207 358 119,000.00 20060301 1,003.49
92584 177 119,200.00 20060201 1,139.68
49001 359 119,200.00 20060401 837.96
30296 358 119,192.00 20060301 903.38
80120 358 119,200.00 20060301 782.25
32211 356 119,200.00 20060101 768.84
34481 357 119,600.00 20060201 865.11
34758 358 119,500.00 20060301 1,017.05
91321 177 119,600.00 20060201 1,048.70
47356 356 119,700.00 20060101 1,080.65
46312 357 119,700.00 20060201 962.27
92701 355 120,000.00 20051201 806.44
60638 356 120,000.00 20060101 736.14
76108 358 119,700.00 20060301 896.33
6770 356 120,000.00 20060101 797.72
32127 356 120,000.00 20060101 922.70
37013 357 120,000.00 20060201 872.17
85308 356 120,000.00 20060101 1,009.03
75052 358 119,920.00 20060301 957.58
41603 357 120,000.00 20060201 987.21
53402 358 119,920.00 20060301 1,067.04
33064 358 120,000.00 20060301 849.35
33525 358 120,000.00 20060301 856.79
32742 356 120,000.00 20060101 783.49
33705 359 119,920.00 20060401 883.28
85739 358 120,000.00 20060301 890.58
93555 358 120,000.00 20060301 965.55
92706 177 120,000.00 20060201 1,142.79
63301 358 120,000.00 20060301 1,052.20
30058 359 120,000.00 20060401 804.02
91605 178 120,000.00 20060301 1,115.67
53119 358 120,000.00 20060301 1,122.89
93304 357 120,000.00 20060201 1,006.27
32810 358 120,000.00 20060301 1,141.75
85335 359 120,000.00 20060401 718.51
85042 359 120,000.00 20060401 851.50
67110 356 120,400.00 20060101 938.60
92627 178 120,320.00 20060301 1,011.72
33056 359 120,800.00 20060401 961.14
60637 358 121,000.00 20060301 997.63
7003 358 121,000.00 20060301 1,073.06
97301 355 121,500.00 20051201 918.35
33183 359 121,200.00 20060401 975.20
78640 357 121,382.00 20060201 941.08
32905 356 121,500.00 20060101 925.64
78045 357 121,600.00 20060201 977.55
60436 358 121,600.00 20060301 938.45
60445 358 121,500.00 20060301 922.27
48708 358 121,600.00 20060301 966.16
93230 355 121,600.00 20051201 681.47
56621 357 121,600.00 20060201 917.07
92336 178 121,800.00 20060301 1,024.17
60628 358 122,000.00 20060301 1,134.27
30180 358 121,992.00 20060301 825.99
64137 358 122,160.00 20060301 912.60
77085 358 122,550.00 20060301 933.64
43229 360 122,112.00 20060501 844.61
43123 357 122,400.00 20060201 889.61
98310 357 122,500.00 20060201 812.29
76226 358 122,400.00 20060301 962.05
93660 356 122,500.00 20060101 725.93
92707 178 122,400.00 20060301 1,212.12
92840 178 122,400.00 20060301 1,235.52
87120 358 122,400.00 20060301 957.36
48224 358 122,400.00 20060301 904.23
8067 235 124,000.00 20051201 969.21
85041 358 123,000.00 20060301 1,008.78
77504 358 123,200.00 20060301 922.54
68803 117 124,950.00 20060201 1,599.77
32174 356 123,750.00 20060101 829.98
53223 357 123,250.00 20060201 1,049.87
98034 357 123,200.00 20060201 814.39
33920 358 123,250.00 20060301 936.79
60609 358 123,250.00 20060301 1,030.97
30165 358 123,200.00 20060301 766.41
98531 358 123,300.00 20060301 799.13
66083 356 123,483.00 20060101 1,021.69
78745 358 123,517.00 20060301 812.66
33462 355 124,000.00 20051201 726.00
44830 355 123,800.00 20051201 895.49
60046 357 124,000.00 20060201 971.09
32713 359 123,600.00 20060401 885.49
85017 358 123,750.00 20060301 889.99
44107 356 124,000.00 20060101 817.50
48071 355 124,000.00 20051201 949.06
48154 356 124,000.00 20060101 952.58
43230 358 124,000.00 20060301 932.44
42701 359 123,960.00 20060401 954.90
78504 356 124,200.00 20060101 945.33
92801 177 124,000.00 20060201 1,270.71
78253 356 124,200.00 20060101 989.53
30512 355 124,000.00 20051201 921.15
55434 358 124,000.00 20060301 842.71
60628 358 124,000.00 20060301 863.59
55434 358 124,000.00 20060301 825.63
30606 358 124,200.00 20060301 921.15
92395 358 124,800.00 20060301 829.59
33597 356 124,800.00 20060101 770.86
60419 356 124,800.00 20060101 806.55
79109 357 124,800.00 20060201 870.06
44224 357 124,800.00 20060201 918.35
93662 356 125,000.00 20060101 891.20
77099 358 124,800.00 20060301 989.84
32211 357 125,000.00 20060201 824.09
23661 297 125,250.00 20060201 915.84
85037 358 125,000.00 20060301 873.17
11207 356 125,000.00 20060101 788.62
78109 358 125,064.00 20060301 903.77
33064 357 125,000.00 20060201 871.96
33161 358 125,000.00 20060301 1,132.23
8210 359 125,000.00 20060401 1,058.37
32102 356 127,000.00 20060101 743.56
47562 356 125,000.00 20060101 921.81
76048 358 125,520.00 20060301 834.25
31404 356 125,600.00 20060101 999.33
40962 358 125,500.00 20060301 1,190.43
46228 358 125,590.00 20060301 1,078.09
33809 356 126,000.00 20060101 796.82
75043 356 125,592.00 20060101 841.47
77591 356 126,000.00 20060101 1,009.30
60123 357 126,000.00 20060201 893.13
60177 357 126,000.00 20060201 939.08
75032 357 126,000.00 20060201 1,004.78
6705 358 126,000.00 20060301 906.17
53218 357 126,000.00 20060201 1,087.17
92562 178 126,000.00 20060301 1,073.30
90640 178 126,000.00 20060301 1,115.07
90805 178 126,000.00 20060301 1,223.79
83634 359 126,023.00 20060401 1,003.15
48224 358 126,000.00 20060301 960.75
78628 356 126,400.00 20060101 987.18
35215 358 126,900.00 20060301 1,017.84
78130 358 126,400.00 20060301 966.54
80013 357 126,400.00 20060201 841.61
64506 358 126,650.00 20060301 1,038.71
30121 358 126,670.00 20060301 865.58
94585 358 127,000.00 20060301 1,355.42
48205 357 127,000.00 20060201 1,140.89
74127 355 127,500.00 20051201 838.01
78617 358 127,136.00 20060301 1,000.18
33305 356 127,500.00 20060101 723.87
77379 295 128,000.00 20051201 884.37
55122 354 128,000.00 20051101 836.60
77089 358 127,640.00 20060301 935.69
33173 357 127,920.00 20060201 937.75
60623 358 128,000.00 20060301 938.33
53218 358 128,000.00 20060301 984.21
92707 177 128,000.00 20060201 1,199.67
21734 358 128,000.00 20060301 809.42
80220 358 128,000.00 20060301 899.62
85281 358 128,000.00 20060301 852.27
92273 358 128,250.00 20060301 1,153.82
79108 176 132,000.00 20060101 1,194.59
92705 175 128,750.00 20051201 1,128.92
30022 358 128,750.00 20060301 1,059.51
29651 355 129,150.00 20051201 1,011.42
98597 355 128,800.00 20051201 786.22
98422 176 128,900.00 20060101 1,251.40
30248 358 129,115.00 20060301 1,086.61
30157 356 129,100.00 20060101 846.68
60440 358 129,600.00 20060301 1,093.54
20781 356 130,000.00 20060101 885.07
75056 358 129,838.00 20060301 983.66
30349 358 129,752.00 20060301 837.98
32548 357 130,000.00 20060201 1,000.51
75007 352 130,400.00 20050901 1,012.85
7028 358 130,000.00 20060301 1,025.03
93021 178 130,000.00 20060301 1,213.53
86401 359 130,000.00 20060401 966.16
95667 358 130,000.00 20060301 932.32
85303 358 130,000.00 20060301 1,078.43
95815 356 130,000.00 20060101 696.04
34205 359 130,000.00 20060401 717.17
33064 356 130,000.00 20060101 964.17
23707 360 130,000.00 20060501 1,109.28
32404 358 130,200.00 20060301 1,082.00
30517 355 130,072.00 20051201 932.18
64081 355 130,150.00 20051201 1,059.10
75407 175 132,000.00 20051201 1,316.16
77833 358 130,325.00 20060301 1,055.20
55406 358 130,400.00 20060301 924.31
60153 357 130,500.00 20060201 1,035.05
85008 358 130,400.00 20060301 1,194.29
32808 358 130,500.00 20060301 1,109.24
77493 358 130,572.00 20060301 968.58
98584 358 130,500.00 20060301 849.15
20747 358 131,000.00 20060301 1,089.12
33013 355 131,560.00 20051201 836.75
35578 358 131,000.00 20060301 999.42
70814 358 131,100.00 20060301 1,223.79
60074 358 131,200.00 20060301 1,007.89
77868 358 131,250.00 20060301 1,177.60
34432 359 131,250.00 20060401 1,051.35
49508 356 132,000.00 20060101 803.33
30120 358 131,600.00 20060301 859.79
88101 358 131,750.00 20060301 1,073.39
30087 358 131,750.00 20060301 1,105.42
76065 358 131,850.00 20060301 1,038.21
44053 356 132,000.00 20060101 835.68
37343 358 132,000.00 20060301 1,073.05
32225 358 132,000.00 20060301 1,121.02
77365 358 132,000.00 20060301 1,135.54
55411 358 132,000.00 20060301 1,152.55
85008 357 132,000.00 20060201 912.86
63069 358 132,000.00 20060301 1,263.56
48185 359 132,000.00 20060401 954.81
81401 358 132,000.00 20060301 868.95
30145 358 131,920.00 20060301 875.62
60110 358 132,000.00 20060301 902.00
32811 359 132,000.00 20060401 1,024.34
97527 359 132,000.00 20060401 1,078.29
80013 358 132,000.00 20060301 976.74
93305 356 132,300.00 20060101 993.93
30127 358 132,000.00 20060301 855.25
23602 360 132,000.00 20060501 1,105.12
32909 236 133,000.00 20060101 1,109.16
30228 357 132,119.00 20060201 990.89
30294 357 132,126.00 20060201 1,046.00
85201 356 132,800.00 20060101 860.46
80030 358 132,400.00 20060301 1,025.00
33016 357 132,800.00 20060201 946.81
30157 358 132,800.00 20060301 951.18
77346 358 133,000.00 20060301 1,069.20
76063 357 133,152.00 20060201 1,236.95
85031 358 133,200.00 20060301 951.05
21502 360 133,110.00 20060501 1,153.63
44626 356 133,600.00 20060101 880.79
80906 358 133,200.00 20060301 1,047.84
19446 358 133,300.00 20060301 1,079.81
7018 178 134,000.00 20060301 1,339.27
48188 357 133,520.00 20060201 1,056.61
78754 356 133,600.00 20060101 1,065.38
78504 358 133,520.00 20060301 1,082.99
44130 353 134,000.00 20051001 1,006.70
60628 358 133,600.00 20060301 912.75
30228 357 133,436.00 20060201 806.18
6708 355 134,000.00 20051201 889.26
19720 360 133,600.00 20060501 1,007.02
12553 356 134,000.00 20060101 959.99
56473 358 134,000.00 20060301 948.45
6708 355 134,300.00 20051201 950.57
12918 356 134,400.00 20060101 891.19
30135 355 134,000.00 20051201 893.33
85037 358 134,000.00 20060301 805.68
39213 357 134,400.00 20060201 912.29
78154 358 134,320.00 20060301 934.60
85009 358 134,400.00 20060301 1,097.41
33127 357 134,800.00 20060201 1,081.24
92683 173 135,000.00 20051001 1,209.74
60624 355 135,000.00 20051201 1,058.68
80907 358 134,800.00 20060301 1,066.74
46304 358 134,910.00 20060301 1,137.35
87123 357 135,000.00 20060201 1,183.73
92562 176 135,000.00 20060101 1,336.90
75220 358 135,000.00 20060301 1,164.33
85019 358 135,000.00 20060301 913.44
33604 358 135,000.00 20060301 1,042.90
85201 358 135,000.00 20060301 1,039.50
77545 357 135,656.00 20060201 909.83
30349 356 135,472.00 20060101 1,180.86
15317 356 136,000.00 20060101 851.58
97305 358 135,600.00 20060301 931.67
44117 356 136,000.00 20060101 903.90
77536 357 135,803.00 20060201 1,113.28
93648 356 136,000.00 20060101 1,079.64
32539 358 136,000.00 20060301 986.09
46205 358 136,000.00 20060301 1,035.14
8312 358 136,000.00 20060301 1,082.08
60435 355 135,850.00 20051201 904.53
18657 358 136,000.00 20060301 1,113.91
98632 358 136,000.00 20060301 824.49
32211 358 136,000.00 20060301 1,263.41
90603 358 136,000.00 20060301 1,279.26
77084 358 136,080.00 20060301 1,173.14
34744 359 136,000.00 20060401 874.94
60621 358 136,000.00 20060301 1,202.00
30016 356 135,992.00 20060101 1,120.80
30120 356 136,000.00 20060101 1,289.73
33309 354 136,000.00 20051101 884.00
56303 357 136,000.00 20060201 957.67
55448 359 136,000.00 20060401 860.21
43206 359 136,000.00 20060401 906.67
93230 356 136,000.00 20060101 741.20
85029 360 136,000.00 20060501 902.14
97420 357 136,400.00 20060201 847.64
92311 358 136,500.00 20060301 888.97
63110 356 137,000.00 20060101 1,039.85
85035 358 136,800.00 20060301 1,144.31
36875 358 136,850.00 20060301 1,031.00
48091 358 136,800.00 20060301 1,222.31
12401 357 136,950.00 20060201 1,181.64
19401 359 136,850.00 20060401 1,125.83
89101 357 137,200.00 20060201 924.81
85009 358 137,000.00 20060301 1,231.74
76048 358 137,275.00 20060301 1,045.81
93307 356 138,000.00 20060101 932.07
87114 358 137,750.00 20060301 1,178.44
30078 357 137,680.00 20060201 846.16
85041 356 137,700.00 20060101 843.41
92703 175 138,000.00 20051201 1,257.18
85031 356 138,000.00 20060101 1,151.84
85033 358 138,000.00 20060301 945.16
98516 358 137,920.00 20060301 786.92
29902 359 138,320.00 20060401 999.56
84720 358 138,400.00 20060301 986.74
60435 355 138,600.00 20051201 1,135.21
21209 356 138,600.00 20060101 1,175.55
33030 356 138,750.00 20060101 1,006.03
7663 356 139,000.00 20060101 895.10
47978 357 138,690.00 20060201 1,206.87
18411 356 139,000.00 20060101 1,076.19
77545 357 139,200.00 20060201 902.85
70815 358 139,200.00 20060301 1,049.68
24012 177 140,250.00 20060201 1,391.39
60504 358 139,200.00 20060301 1,008.84
30045 357 139,200.00 20060201 986.00
30276 355 139,920.00 20051201 901.95
85017 358 139,500.00 20060301 919.56
89030 356 140,000.00 20060101 865.65
85037 358 139,500.00 20060301 815.49
33542 358 139,650.00 20060301 1,187.01
34266 356 140,000.00 20060101 1,012.67
93308 356 140,000.00 20060101 1,022.39
29601 357 139,650.00 20060201 1,221.94
30168 356 140,000.00 20060101 1,111.40
33063 356 140,000.00 20060101 1,173.63
60153 358 139,920.00 20060301 1,124.83
75002 357 140,000.00 20060201 1,147.69
60443 358 140,000.00 20060301 1,026.30
60181 358 140,000.00 20060301 1,051.78
75052 358 139,998.00 20060301 1,063.10
32746 358 140,000.00 20060301 1,141.61
92363 358 140,000.00 20060301 1,148.20
85032 359 140,000.00 20060401 976.03
60409 356 140,250.00 20060101 1,089.86
93292 357 140,000.00 20060201 1,298.50
32909 360 140,000.00 20060501 1,020.45
73162 357 140,250.00 20060201 1,218.38
30606 358 140,250.00 20060301 935.00
32225 357 140,400.00 20060201 986.77
85009 357 140,800.00 20060201 1,047.90
30265 357 140,565.00 20060201 951.74
55060 358 140,800.00 20060301 1,032.16
32218 356 140,800.00 20060101 818.40
30294 357 140,937.00 20060201 1,057.03
33460 358 141,550.00 20060301 1,149.15
34481 358 141,950.00 20060301 1,015.97
33852 358 142,000.00 20060301 1,129.82
93638 356 142,200.00 20060101 1,143.16
90241 178 142,000.00 20060301 1,209.59
85031 358 142,400.00 20060301 1,043.89
48091 358 142,500.00 20060301 1,195.62
55406 355 142,400.00 20051201 789.13
85015 358 142,500.00 20060301 1,110.31
20747 354 143,200.00 20051101 1,055.75
33015 356 143,120.00 20060101 1,029.29
78757 358 143,100.00 20060301 1,049.02
85031 359 143,000.00 20060401 1,130.89
97402 359 143,100.00 20060401 1,103.36
32221 356 143,200.00 20060101 1,053.12
32822 358 143,250.00 20060301 1,036.77
33853 357 144,000.00 20060201 927.29
33056 357 144,000.00 20060201 952.24
8742 356 144,000.00 20060101 1,122.58
97230 356 144,000.00 20060101 1,132.85
34741 356 144,000.00 20060101 1,142.12
85035 357 144,000.00 20060201 1,040.61
60025 356 143,980.00 20060101 1,262.47
33183 357 144,000.00 20060201 1,090.95
64114 356 144,000.00 20060101 878.18
48048 358 144,000.00 20060301 1,096.03
80911 358 144,000.00 20060301 1,130.28
85051 358 144,000.00 20060301 1,147.28
6705 358 144,000.00 20060301 1,183.61
30083 358 144,000.00 20060301 1,209.25
87701 358 144,000.00 20060301 1,225.57
19702 359 144,000.00 20060401 1,091.96
81504 358 144,000.00 20060301 956.90
33603 357 144,160.00 20060201 1,131.53
85035 358 143,920.00 20060301 930.68
34683 358 144,000.00 20060301 1,084.78
93307 358 144,000.00 20060301 1,213.17
30260 358 144,000.00 20060301 1,050.00
30035 360 144,000.00 20060501 1,255.20
55412 360 144,000.00 20060501 1,102.65
85017 357 144,500.00 20060201 912.39
93555 356 144,500.00 20060101 1,161.65
33406 356 145,200.00 20060101 930.22
33177 356 145,000.00 20060101 962.75
93710 356 145,000.00 20060101 1,209.73
64804 358 144,960.00 20060301 1,320.60
92220 358 145,000.00 20060301 880.09
32218 359 145,000.00 20060401 1,177.15
20706 355 145,600.00 20051201 1,043.10
60104 356 145,600.00 20060101 1,171.53
23236 178 146,250.00 20060301 1,307.76
33183 357 145,600.00 20060201 1,112.33
84128 358 145,600.00 20060301 882.69
30228 357 145,500.00 20060201 939.69
30083 357 145,600.00 20060201 1,137.50
33009 358 145,800.00 20060301 1,182.60
85033 354 146,400.00 20051101 1,003.68
33625 356 146,000.00 20060101 1,323.53
90221 358 146,000.00 20060301 1,070.28
23452 357 146,250.00 20060201 966.14
32825 358 146,250.00 20060301 1,128.17
98264 357 146,320.00 20060201 990.03
40162 356 146,800.00 20060101 1,066.95
78582 357 146,700.00 20060201 1,175.11
93534 356 147,000.00 20060101 975.53
85033 357 146,800.00 20060201 1,161.70
80219 358 146,800.00 20060301 1,127.73
33405 357 147,000.00 20060201 948.95
89110 357 147,000.00 20060201 1,276.47
30291 357 146,800.00 20060201 1,085.71
92405 358 147,000.00 20060301 1,140.74
92602 177 147,000.00 20060201 1,372.22
85051 358 147,000.00 20060301 1,327.12
80112 358 147,250.00 20060301 1,158.56
28031 358 147,448.00 20060301 1,071.46
98405 356 148,000.00 20060101 948.15
32351 356 148,000.00 20060101 985.65
92882 353 148,000.00 20051001 1,408.33
33166 358 147,920.00 20060301 1,005.57
74137 357 148,000.00 20060201 1,120.21
60629 356 148,000.00 20060101 1,355.48
33032 358 148,000.00 20060301 1,012.64
85033 358 148,000.00 20060301 1,038.90
60421 358 148,000.00 20060301 1,092.69
55303 357 147,980.00 20060201 993.56
77066 358 148,000.00 20060301 1,453.23
55128 359 148,000.00 20060401 952.76
77346 356 148,627.00 20060101 977.87
76049 358 148,336.00 20060301 1,113.36
93215 356 148,500.00 20060101 1,193.80
32117 354 148,750.00 20051101 1,122.74
93241 353 148,800.00 20051001 1,256.62
30517 358 148,500.00 20060301 1,070.04
28655 354 149,000.00 20051101 1,129.88
33952 359 148,500.00 20060401 1,054.14
21205 355 148,950.00 20051201 1,077.41
60440 357 148,800.00 20060201 1,041.45
85009 358 148,800.00 20060301 974.04
97477 358 148,750.00 20060301 1,112.28
85301 358 148,800.00 20060301 945.30
12205 358 148,750.00 20060301 1,494.15
33563 358 149,150.00 20060301 1,120.52
85746 358 149,000.00 20060301 1,039.90
70611 358 149,150.00 20060301 1,118.44
38119 357 149,150.00 20060201 969.48
32738 357 149,600.00 20060201 1,005.36
34251 356 150,000.00 20060101 876.98
60620 358 149,400.00 20060301 1,145.52
34601 355 150,000.00 20051201 963.94
33614 358 149,600.00 20060301 1,010.41
92254 358 149,500.00 20060301 1,419.78
76087 358 149,600.00 20060301 1,107.12
76087 356 150,000.00 20060101 970.91
30294 357 149,600.00 20060201 949.98
60609 358 149,600.00 20060301 1,109.82
93257 356 150,000.00 20060101 1,105.88
33033 357 150,000.00 20060201 997.96
91403 178 149,800.00 20060301 1,259.60
55128 357 150,000.00 20060201 1,041.65
33023 355 150,500.00 20051201 878.28
86004 355 150,500.00 20051201 890.27
92704 175 150,000.00 20051201 1,427.35
63033 356 150,000.00 20060101 1,394.59
54002 357 150,000.00 20060201 1,442.67
7103 358 150,000.00 20060301 1,363.71
66030 358 150,040.00 20060301 1,274.23
60419 358 150,000.00 20060301 1,345.34
84074 356 150,300.00 20060101 1,219.10
48127 358 150,100.00 20060301 1,420.94
34668 357 150,000.00 20060201 1,046.81
92374 355 150,000.00 20051201 849.99
89121 359 150,000.00 20060401 962.51
85019 358 150,000.00 20060301 1,037.50
6457 359 150,100.00 20060401 1,137.63
32818 358 150,300.00 20060301 1,142.39
33712 358 150,300.00 20060301 1,138.00
46031 359 150,400.00 20060401 1,161.78
84120 358 150,400.00 20060301 1,182.18
85741 356 151,000.00 20060101 993.68
34476 358 150,731.25 20060301 1,316.10
60153 356 151,200.00 20060101 947.26
85306 357 151,200.00 20060201 930.97
33569 357 151,000.00 20060201 997.04
30236 357 150,885.00 20060201 958.75
8094 358 151,300.00 20060301 1,190.28
30039 357 151,193.00 20060201 1,102.45
93230 356 152,000.00 20060101 1,152.63
75077 358 151,920.00 20060301 1,097.84
44410 356 152,000.00 20060101 939.06
33167 356 152,000.00 20060101 951.21
30165 358 152,000.00 20060301 1,088.95
77036 358 152,000.00 20060301 1,308.15
74055 356 152,800.00 20060101 1,017.61
85365 359 152,000.00 20060401 1,238.37
55433 358 152,000.00 20060301 1,124.73
33463 359 152,000.00 20060401 1,252.73
32807 359 152,000.00 20060401 925.31
30032 357 152,100.00 20060201 1,214.38
60628 358 152,150.00 20060301 1,376.45
92311 358 152,100.00 20060301 1,219.97
54082 356 152,100.00 20060101 1,080.54
48050 358 152,500.00 20060301 1,213.36
6360 355 153,000.00 20051201 1,088.19
80219 355 153,000.00 20051201 1,231.07
33624 358 153,000.00 20060301 1,005.10
77082 357 153,000.00 20060201 1,450.13
95966 354 152,800.00 20051101 764.00
15146 358 153,000.00 20060301 1,190.02
49024 358 153,000.00 20060301 1,369.90
80537 358 153,000.00 20060301 1,179.01
97301 358 153,000.00 20060301 1,209.72
85019 359 153,000.00 20060401 1,069.57
90716 358 153,000.00 20060301 1,083.75
98499 359 153,000.00 20060401 1,147.50
85006 357 153,000.00 20060201 1,025.10
85035 358 153,200.00 20060301 1,242.62
44107 356 153,300.00 20060101 924.95
98233 356 153,750.00 20060101 954.38
75115 356 153,228.00 20060101 957.68
97741 356 153,600.00 20060101 940.80
48051 358 154,000.00 20060301 1,168.97
11232 359 154,000.00 20060401 1,454.95
85713 358 154,168.00 20060301 1,128.01
33025 358 153,992.00 20060301 967.58
97498 358 154,369.00 20060301 1,127.33
85303 358 154,400.00 20060301 1,172.47
85008 358 154,400.00 20060301 992.19
55119 359 154,400.00 20060401 957.93
2149 355 155,000.00 20051201 1,211.09
33304 357 155,000.00 20060201 967.51
96150 357 155,000.00 20060201 1,057.38
30188 358 154,800.00 20060301 1,336.23
93307 357 155,000.00 20060201 1,155.22
34759 356 155,046.00 20060101 1,246.42
85031 358 154,960.00 20060301 1,223.51
32703 358 155,000.00 20060301 1,363.68
91913 178 155,000.00 20060301 1,400.50
32825 359 155,000.00 20060401 1,061.59
85345 360 155,000.00 20060501 1,104.38
55369 356 155,200.00 20060101 905.33
33015 355 155,700.00 20051201 1,207.15
61008 358 155,325.00 20060301 1,331.15
85031 356 156,000.00 20060101 1,008.19
33172 356 156,000.00 20060101 968.30
86314 358 156,000.00 20060301 1,192.88
85035 358 156,000.00 20060301 1,203.94
53074 356 155,920.00 20060101 1,026.47
80233 358 156,000.00 20060301 1,136.52
21804 358 156,000.00 20060301 958.53
80239 358 156,275.00 20060301 1,229.42
8302 358 156,704.00 20060301 1,142.20
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48462 358 156,800.00 20060301 1,130.45
30236 357 156,720.00 20060201 1,028.48
55117 358 156,800.00 20060301 1,275.06
30349 357 156,744.00 20060201 1,142.93
30141 357 156,960.00 20060201 981.00
85326 358 157,000.00 20060301 1,248.15
98444 358 157,250.00 20060301 1,230.36
33615 358 157,250.00 20060301 1,589.11
6002 357 157,500.00 20060201 1,172.75
32773 358 157,500.00 20060301 1,239.05
78664 358 157,600.00 20060301 1,047.46
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34747 235 159,000.00 20051201 1,221.30
92543 358 157,500.00 20060301 1,294.78
30132 358 157,904.00 20060301 1,086.25
33183 358 158,400.00 20060301 1,339.44
85301 358 158,400.00 20060301 1,402.97
34759 358 158,400.00 20060301 1,035.37
15765 359 158,400.00 20060401 1,443.03
33610 357 159,000.00 20060201 1,289.66
43155 356 159,000.00 20060101 974.25
33056 357 159,600.00 20060201 1,083.89
60098 358 159,000.00 20060301 1,324.22
23231 357 158,800.00 20060201 1,131.45
33615 359 158,900.00 20060401 1,318.76
60409 358 158,950.00 20060301 1,471.84
53949 358 159,000.00 20060301 1,290.81
55433 354 159,750.00 20051101 1,200.15
55409 358 159,200.00 20060301 999.75
12866 355 160,000.00 20051201 996.63
79124 356 160,000.00 20060101 995.27
34744 355 160,000.00 20051201 1,146.26
87121 358 159,615.00 20060301 1,283.15
92507 356 160,000.00 20060101 1,033.72
60659 358 159,600.00 20060301 1,436.12
32935 357 160,000.00 20060201 962.37
78664 358 159,760.00 20060301 1,261.40
11722 357 160,000.00 20060201 1,035.63
91710 356 160,000.00 20060101 1,202.03
34983 358 160,000.00 20060301 976.32
54021 358 159,920.00 20060301 1,205.93
85029 358 160,000.00 20060301 1,082.28
92325 356 160,000.00 20060101 993.13
89030 358 160,000.00 20060301 1,134.13
75075 358 160,000.00 20060301 1,274.76
60069 358 160,000.00 20060301 1,388.18
93710 357 160,000.00 20060201 1,129.35
21230 359 160,000.00 20060401 1,118.74
85021 358 160,000.00 20060301 1,084.38
89110 359 160,000.00 20060401 1,266.73
89102 358 160,000.00 20060301 1,162.62
20906 359 159,920.00 20060401 1,130.11
8037 358 160,000.00 20060301 1,250.00
1108 359 160,200.00 20060401 1,382.25
76063 178 161,197.00 20060301 1,488.83
53575 356 160,800.00 20060101 1,091.50
33415 356 161,000.00 20060101 989.22
53207 358 160,650.00 20060301 1,423.49
32725 355 161,000.00 20051201 864.06
32828 357 161,048.00 20060201 1,163.80
89431 359 161,000.00 20060401 1,024.00
32259 357 161,000.00 20060201 1,132.77
97005 357 161,250.00 20060201 976.40
85006 358 161,250.00 20060301 960.18
84765 356 162,000.00 20060101 1,050.73
60619 355 162,000.00 20051201 1,022.89
60804 358 161,500.00 20060301 1,368.60
60629 358 161,500.00 20060301 1,439.41
33161 359 161,500.00 20060401 1,290.18
85712 355 162,000.00 20051201 1,204.55
33625 358 162,000.00 20060301 979.62
34951 357 162,150.00 20060201 978.35
53149 357 162,400.00 20060201 1,305.54
33594 356 163,000.00 20060101 1,069.16
60804 358 162,400.00 20060301 1,236.08
30135 356 162,202.00 20060101 1,178.67
31419 357 162,845.00 20060201 1,323.20
60002 358 162,925.00 20060301 1,255.07
44035 356 163,000.00 20060101 1,223.55
6516 359 163,000.00 20060401 1,299.24
32141 358 163,270.00 20060301 1,286.78
55371 356 164,000.00 20060101 1,090.00
32176 357 164,000.00 20060201 965.41
60609 356 164,000.00 20060101 1,176.62
85650 358 164,000.00 20060301 1,232.08
89148 358 164,000.00 20060301 1,202.28
33186 360 164,000.00 20060501 1,184.00
55421 360 164,000.00 20060501 1,128.87
60165 357 164,000.00 20060201 1,167.13
33055 357 165,000.00 20060201 1,090.01
33626 357 165,000.00 20060201 1,191.22
48161 358 165,000.00 20060301 1,383.20
20175 359 165,000.00 20060401 1,153.70
23661 359 165,000.00 20060401 1,155.97
92410 356 165,000.00 20060101 940.16
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33813 359 165,000.00 20060401 1,393.43
60504 358 165,000.00 20060301 1,261.96
60010 358 165,000.00 20060301 1,471.37
77545 359 165,181.00 20060401 1,436.17
93703 356 165,750.00 20060101 1,058.58
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86204 358 165,750.00 20060301 1,082.23
33461 358 165,750.00 20060301 1,274.48
60637 358 165,750.00 20060301 1,326.52
33023 354 166,500.00 20051101 1,091.01
92284 358 165,750.00 20060301 1,290.03
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86406 355 165,750.00 20051201 1,022.13
92694 176 165,750.00 20060101 1,436.50
89815 355 166,500.00 20051201 1,106.61
32773 177 167,200.00 20060201 1,644.53
48221 357 166,250.00 20060201 1,254.83
85029 359 166,000.00 20060401 1,276.82
46342 358 166,250.00 20060301 1,205.43
48227 358 166,250.00 20060301 1,370.72
92386 357 166,400.00 20060201 1,275.35
85031 358 166,250.00 20060301 1,288.80
93223 354 166,250.00 20051101 1,000.96
83501 358 166,500.00 20060301 1,265.52
48150 358 166,500.00 20060301 1,448.87
91744 358 166,500.00 20060301 1,252.37
85207 359 166,500.00 20060401 1,234.88
34744 359 166,600.00 20060401 1,116.22
93257 358 167,000.00 20060301 1,285.27
93304 357 167,000.00 20060201 1,052.99
80236 356 167,600.00 20060101 1,085.94
79424 236 168,265.00 20060101 1,471.98
33983 358 167,310.00 20060301 1,226.50
55128 358 167,200.00 20060301 1,305.19
33778 355 168,000.00 20051201 1,013.20
28405 357 167,200.00 20060201 1,292.32
32068 360 167,200.00 20060501 1,232.69
8083 358 167,400.00 20060301 1,403.93
32773 356 168,000.00 20060101 980.41
30039 357 167,284.00 20060201 1,132.65
48034 356 168,000.00 20060101 1,006.17
32810 356 168,000.00 20060101 1,070.73
6051 358 167,400.00 20060301 1,081.13
92345 356 168,000.00 20060101 1,185.06
66219 357 168,000.00 20060201 1,089.65
78266 356 168,000.00 20060101 1,326.46
21044 357 168,000.00 20060201 1,256.82
32738 358 168,000.00 20060301 1,162.06
76107 358 168,000.00 20060301 1,258.00
33176 358 168,000.00 20060301 1,371.76
85251 357 168,000.00 20060201 1,212.47
33417 359 168,000.00 20060401 1,237.42
32771 359 168,000.00 20060401 1,268.04
85742 359 168,000.00 20060401 1,326.46
84062 358 168,000.00 20060301 1,275.24
60425 358 168,000.00 20060301 1,413.39
98032 360 168,000.00 20060501 1,188.61
24017 357 168,300.00 20060201 1,343.72
34473 358 168,500.00 20060301 1,344.29
97420 357 168,750.00 20060201 1,267.76
55106 357 168,750.00 20060201 1,454.78
32333 356 168,750.00 20060101 1,467.21
32771 358 168,750.00 20060301 1,179.93
32732 236 170,000.00 20060101 1,235.66
8731 358 168,750.00 20060301 1,418.94
2889 295 170,000.00 20051201 1,089.09
93722 355 169,500.00 20051201 1,099.37
89128 356 169,150.00 20060101 1,439.62
86401 358 169,100.00 20060301 1,308.64
92223 358 169,000.00 20060301 1,181.43
53105 358 169,200.00 20060301 1,376.67
48328 358 169,200.00 20060301 1,307.10
45419 356 169,100.00 20060101 1,268.25
98661 357 169,500.00 20060201 995.98
98284 356 170,000.00 20060101 1,295.12
60651 356 170,000.00 20060101 1,360.53
94603 356 170,000.00 20060101 983.19
81007 356 170,000.00 20060101 1,661.48
53127 357 170,000.00 20060201 1,504.45
33607 358 170,000.00 20060301 1,287.93
6320 358 170,000.00 20060301 1,428.22
89101 358 170,000.00 20060301 1,315.00
32818 359 170,000.00 20060401 1,171.25
92408 357 170,000.00 20060201 1,285.20
55433 358 170,000.00 20060301 1,219.18
60632 358 170,000.00 20060301 1,435.55
98446 358 170,000.00 20060301 1,255.17
63376 358 170,100.00 20060301 1,333.74
30252 358 170,189.00 20060301 1,108.36
53066 353 171,200.00 20051001 1,362.15
30253 358 170,520.00 20060301 1,616.39
30253 357 170,632.00 20060201 1,048.68
89121 358 171,000.00 20060301 1,225.07
93215 356 171,200.00 20060101 1,400.99
60608 358 171,000.00 20060301 1,519.64
34759 359 171,000.00 20060401 1,255.34
46237 359 171,000.00 20060401 1,374.67
33326 357 171,500.00 20060201 1,006.29
60107 357 171,200.00 20060201 1,540.50
30044 357 171,550.00 20060201 1,250.89
85730 356 172,000.00 20060101 1,508.16
60644 354 172,900.00 20051101 1,127.18
92234 358 172,000.00 20060301 1,250.11
85041 358 172,000.00 20060301 1,379.63
55923 358 172,000.00 20060301 1,395.11
54874 358 171,900.00 20060301 1,265.43
33319 356 172,500.00 20060101 1,108.54
1902 355 172,000.00 20051201 1,034.98
60538 356 171,936.00 20060101 1,323.19
34759 355 172,500.00 20051201 1,289.88
6606 358 172,000.00 20060301 1,513.38
11798 357 172,250.00 20060201 1,384.73
55378 356 172,000.00 20060101 989.00
95815 355 173,000.00 20051201 1,353.59
33314 359 172,800.00 20060401 1,000.81
34957 356 174,000.00 20060101 1,024.28
95901 356 174,000.00 20060101 1,099.80
34987 356 174,000.00 20060101 1,047.34
34251 355 175,000.00 20051201 1,058.24
60629 356 174,400.00 20060101 1,030.53
34759 358 173,838.60 20060301 1,488.44
86406 359 174,000.00 20060401 1,327.45
49701 358 174,000.00 20060301 1,238.30
55063 356 174,720.00 20060101 1,132.07
30052 358 174,320.00 20060301 1,425.88
33025 357 174,392.00 20060201 1,233.82
30120 358 174,400.00 20060301 1,249.14
2917 356 175,000.00 20060101 1,159.59
20737 356 175,000.00 20060101 1,196.78
30087 355 175,050.00 20051201 1,377.12
63116 357 175,000.00 20060201 1,233.23
48423 359 174,800.00 20060401 1,447.55
85335 356 175,500.00 20060101 1,066.93
33324 357 175,000.00 20060201 1,146.46
90002 357 175,000.00 20060201 1,216.80
85021 358 175,000.00 20060301 984.38
6776 356 175,500.00 20060101 1,380.66
53045 357 175,200.00 20060201 1,182.53
98272 355 176,000.00 20051201 1,118.23
33150 355 176,000.00 20051201 1,175.67
55443 356 175,360.00 20060101 1,132.53
75089 356 175,845.00 20060101 1,385.89
33319 359 175,500.00 20060401 1,074.94
55313 356 176,000.00 20060101 1,462.60
33014 356 176,000.00 20060101 1,060.65
85006 358 175,750.00 20060301 1,636.67
78572 358 176,000.00 20060301 1,290.20
89106 358 176,000.00 20060301 1,491.48
60609 358 176,000.00 20060301 1,510.82
49120 358 175,900.00 20060301 1,437.23
93555 358 176,000.00 20060301 1,166.67
85024 355 176,800.00 20051201 1,046.41
98513 358 176,000.00 20060301 1,190.85
33441 359 176,000.00 20060401 1,383.34
92311 358 176,000.00 20060301 1,242.28
55425 358 175,920.00 20060301 1,227.78
34957 358 176,000.00 20060301 1,408.61
32404 357 176,000.00 20060201 1,223.20
85242 358 176,250.00 20060301 1,254.16
1835 356 176,800.00 20060101 1,212.09
33193 358 176,400.00 20060301 1,139.25
33314 357 177,000.00 20060201 959.12
60137 358 176,800.00 20060301 1,351.93
96007 358 176,800.00 20060301 1,469.25
77007 358 176,800.00 20060301 1,530.69
60622 358 177,000.00 20060301 1,279.08
33319 358 176,800.00 20060301 1,465.97
85326 359 176,800.00 20060401 1,075.54
60440 358 177,000.00 20060301 1,480.57
60638 356 177,500.00 20060101 1,433.32
30265 358 177,206.00 20060301 1,225.67
89102 358 177,300.00 20060301 1,431.42
85037 358 177,500.00 20060301 1,085.68
95562 356 178,000.00 20060101 1,165.18
32825 358 177,750.00 20060301 1,575.01
55405 359 178,000.00 20060401 1,477.28
95815 358 178,000.00 20060301 1,323.90
33614 357 178,200.00 20060201 1,466.01
77584 356 178,560.00 20060101 1,237.54
6108 356 178,500.00 20060101 1,353.58
32277 357 178,400.00 20060201 1,367.32
60637 358 178,415.00 20060301 1,638.71
34741 358 178,400.00 20060301 1,284.48
94605 357 179,000.00 20060201 1,434.48
30127 357 178,646.00 20060201 1,079.32
17356 358 178,850.00 20060301 1,487.58
63104 358 179,086.00 20060301 1,220.47
92311 358 179,100.00 20060301 1,553.90
60446 358 179,200.00 20060301 1,434.16
75238 355 180,000.00 20051201 1,125.91
32725 356 179,200.00 20060101 896.00
34205 356 180,000.00 20060101 1,058.11
11950 356 180,000.00 20060101 1,099.53
32962 356 180,000.00 20060101 1,195.13
34654 356 180,000.00 20060101 1,212.69
55106 358 179,520.00 20060301 1,494.50
98337 356 180,000.00 20060101 1,467.79
92501 358 180,000.00 20060301 1,059.60
93535 357 180,000.00 20060201 1,363.69
31326 357 180,000.00 20060201 1,464.54
85041 358 180,000.00 20060301 1,533.28
93306 358 180,000.00 20060301 1,143.51
85043 358 180,000.00 20060301 1,219.93
53406 358 180,000.00 20060301 1,523.52
98837 358 180,000.00 20060301 1,198.50
76063 358 180,000.00 20060301 1,252.50
85206 359 180,000.00 20060401 1,090.50
34452 360 180,000.00 20060501 1,125.00
89032 356 181,000.00 20060101 1,173.96
60640 358 180,500.00 20060301 1,495.14
75028 357 181,000.00 20060201 1,169.16
79924 358 181,000.00 20060301 1,315.52
92503 358 180,800.00 20060301 1,109.66
55423 357 181,360.00 20060201 1,231.05
33705 358 180,900.00 20060301 1,342.43
34743 355 182,000.00 20051201 1,079.51
64080 356 181,450.00 20060101 1,548.96
89081 356 181,585.00 20060101 1,472.85
60652 358 181,600.00 20060301 1,265.43
75409 356 182,000.00 20060101 1,180.45
50320 354 182,000.00 20051101 1,664.83
33177 356 182,000.00 20060101 1,483.44
23150 357 182,400.00 20060201 1,223.60
20785 360 182,400.00 20060501 1,269.20
77377 358 182,677.00 20060301 1,221.09
63301 358 182,700.00 20060301 1,436.06
74403 356 183,200.00 20060101 1,472.75
85208 357 183,400.00 20060201 1,138.79
93535 357 183,000.00 20060201 1,697.32
30253 358 183,258.00 20060301 1,374.44
33569 357 183,272.00 20060201 1,366.90
33837 356 184,000.00 20060101 1,124.56
76063 356 184,000.00 20060101 1,180.00
93662 356 184,000.00 20060101 1,305.51
77056 358 183,680.00 20060301 1,463.42
95361 358 183,500.00 20060301 1,338.02
64834 358 183,825.00 20060301 1,416.72
60617 357 184,000.00 20060201 1,449.51
85041 358 184,000.00 20060301 1,323.29
60636 357 183,960.00 20060201 1,385.81
19426 359 184,000.00 20060401 1,236.54
55362 358 184,000.00 20060301 1,168.92
33324 358 184,000.00 20060301 1,361.51
98501 356 184,000.00 20060101 1,195.23
34434 358 184,000.00 20060301 1,378.47
32277 359 184,000.00 20060401 1,076.41
98338 360 184,000.00 20060501 1,566.00
60629 356 185,000.00 20060101 1,143.90
77071 356 185,000.00 20060101 1,328.18
6331 356 185,000.00 20060101 1,149.65
93230 358 184,800.00 20060301 1,230.46
33066 359 185,000.00 20060401 1,342.02
92570 356 185,600.00 20060101 1,129.53
89052 359 185,000.00 20060401 1,579.94
23703 357 185,500.00 20060201 1,142.76
85208 358 185,000.00 20060301 1,520.08
60637 358 185,250.00 20060301 1,618.87
55106 356 185,600.00 20060101 1,081.33
43202 356 185,250.00 20060101 1,295.21
92223 359 185,250.00 20060401 1,382.43
91370 356 186,000.00 20060101 1,332.53
77581 358 185,600.00 20060301 1,443.85
6108 357 185,600.00 20060201 1,196.36
92028 359 185,500.00 20060401 1,255.99
30127 358 185,702.00 20060301 1,261.23
84037 356 186,400.00 20060101 1,287.42
34209 359 186,000.00 20060401 1,379.75
60139 357 186,400.00 20060201 1,176.95
55427 356 185,920.00 20060101 1,223.97
76137 357 186,390.00 20060201 1,294.60
91767 356 187,000.00 20060101 1,290.29
38671 356 186,850.00 20060101 1,657.73
53051 358 186,750.00 20060301 1,536.35
21222 357 187,000.00 20060201 1,317.79
32828 357 186,900.00 20060201 1,592.05
85363 358 187,000.00 20060301 1,471.13
63031 358 187,000.00 20060301 1,610.05
6277 357 187,200.00 20060201 1,452.69
85053 358 187,000.00 20060301 1,305.85
46131 358 187,200.00 20060301 1,372.30
60506 357 187,425.00 20060201 1,653.80
55418 356 188,000.00 20060101 1,177.80
89142 358 187,500.00 20060301 1,293.74
7201 358 187,500.00 20060301 1,343.27
34472 355 188,000.00 20051201 1,276.12
95358 356 188,000.00 20060101 1,144.14
98168 356 188,000.00 20060101 1,215.25
32771 356 188,000.00 20060101 1,313.24
93309 359 187,500.00 20060401 1,278.45
33186 357 188,000.00 20060201 1,241.95
92805 357 188,000.00 20060201 1,531.67
97124 358 188,000.00 20060301 1,282.49
33189 358 188,000.00 20060301 1,326.13
60181 358 187,920.00 20060301 1,277.11
34952 358 188,000.00 20060301 1,604.18
92240 357 188,000.00 20060201 1,272.05
85307 357 188,000.00 20060201 1,284.67
93704 358 188,000.00 20060301 1,510.50
55406 359 188,000.00 20060401 1,317.74
55301 356 187,920.00 20060101 1,049.22
60402 358 188,000.00 20060301 1,673.49
92562 358 187,992.00 20060301 1,251.71
6018 355 188,000.00 20051201 1,069.25
85323 358 188,000.00 20060301 1,067.68
33433 356 188,500.00 20060101 1,137.33
35217 356 189,000.00 20060101 1,490.24
33015 357 189,000.00 20060201 1,340.99
93307 358 188,760.00 20060301 1,365.87
95206 358 189,000.00 20060301 1,219.58
85051 358 189,000.00 20060301 1,490.92
93535 358 189,000.00 20060301 1,319.82
47025 359 189,000.00 20060401 1,556.23
85757 356 188,920.00 20060101 1,257.89
75160 358 189,200.00 20060301 1,420.07
55106 356 189,000.00 20060101 1,137.94
33304 355 190,000.00 20051201 1,169.87
96818 355 190,000.00 20051201 1,184.74
91746 358 189,275.00 20060301 1,710.19
91345 355 190,000.00 20051201 1,262.80
92335 355 190,000.00 20051201 1,576.87
55337 357 189,600.00 20060201 1,104.42
31721 358 189,900.00 20060301 1,311.59
92503 357 190,000.00 20060201 1,454.21
95605 358 190,000.00 20060301 1,406.10
60193 358 189,905.00 20060301 1,737.14
60477 358 190,000.00 20060301 1,727.36
85304 359 190,000.00 20060401 1,337.63
55449 356 190,000.00 20060101 1,345.79
33321 360 190,000.00 20060501 1,178.01
33549 358 190,000.00 20060301 1,793.13
33569 117 193,500.00 20060201 2,303.66
92308 358 190,400.00 20060301 1,302.49
98662 356 190,800.00 20060101 1,501.02
32225 356 190,400.00 20060101 1,106.70
33407 357 191,500.00 20060201 1,214.19
30288 356 191,040.00 20060101 1,466.23
60563 358 191,250.00 20060301 1,645.24
98277 355 192,000.00 20051201 1,213.57
29673 358 191,920.00 20060301 1,406.90
34652 357 192,000.00 20060201 1,375.52
33142 357 192,000.00 20060201 1,616.55
93307 357 192,000.00 20060201 1,624.96
48327 358 192,000.00 20060301 1,407.49
97266 357 191,920.00 20060201 1,300.00
60805 358 192,000.00 20060301 1,502.25
33313 358 192,000.00 20060301 1,519.39
93543 358 192,000.00 20060301 1,185.49
85281 359 192,000.00 20060401 1,342.49
34984 356 192,000.00 20060101 1,316.00
85043 357 192,000.00 20060201 1,522.40
34608 358 192,100.00 20060301 1,524.81
75243 355 193,000.00 20051201 1,244.11
33647 353 192,400.00 20051001 1,120.73
91744 356 193,000.00 20060101 1,484.01
98366 354 193,500.00 20051101 1,287.36
98664 356 192,850.00 20060101 1,349.95
92250 358 193,500.00 20060301 1,286.06
32824 356 194,000.00 20060101 1,194.50
85204 358 193,500.00 20060301 1,541.66
97411 358 193,500.00 20060301 1,555.56
38801 359 193,500.00 20060401 1,681.16
95838 358 193,600.00 20060301 1,382.58
92865 356 194,000.00 20060101 1,149.64
30281 358 194,000.00 20060301 1,343.22
55420 356 194,157.00 20060101 1,585.34
6450 360 194,000.00 20060501 1,550.52
33707 356 195,000.00 20060101 1,166.62
76087 357 194,588.00 20060201 1,386.00
75035 358 194,566.00 20060301 1,332.57
33463 356 195,000.00 20060101 1,417.27
85041 358 195,000.00 20060301 1,196.25
85374 357 195,500.00 20060201 1,284.30
20659 355 196,000.00 20051201 1,222.79
93534 355 196,000.00 20051201 1,541.94
55369 358 195,500.00 20060301 1,627.91
34984 357 196,000.00 20060201 1,440.23
33409 357 196,000.00 20060201 1,507.07
89106 358 196,000.00 20060301 1,540.54
85041 358 196,000.00 20060301 1,544.04
55082 358 196,000.00 20060301 1,751.70
85027 359 195,885.00 20060401 1,304.27
33570 358 196,000.00 20060301 1,493.04
93560 358 196,000.00 20060301 1,499.06
32736 359 196,000.00 20060401 1,430.80
37803 356 198,000.00 20060101 1,210.12
33309 358 196,740.00 20060301 1,560.42
10466 236 200,000.00 20060101 1,459.53
60651 358 197,200.00 20060301 1,576.76
93274 358 197,200.00 20060301 1,337.67
8854 359 197,600.00 20060401 1,439.19
85201 358 198,000.00 20060301 1,563.33
85053 358 198,050.00 20060301 1,453.22
29414 356 198,400.00 20060101 1,422.74
33614 358 198,000.00 20060301 1,565.51
2860 356 198,000.00 20060101 1,402.50
85323 358 198,000.00 20060301 1,310.10
60639 357 198,600.00 20060201 1,424.86
77381 236 200,000.00 20060101 1,486.44
21061 353 200,000.00 20051001 1,197.82
33169 357 200,000.00 20060201 1,659.87
11961 297 200,000.00 20060201 1,304.55
95672 357 199,000.00 20060201 1,564.12
95358 358 199,200.00 20060301 1,292.01
60629 355 199,920.00 20051201 1,219.92
80239 358 199,200.00 20060301 1,350.06
11234 356 200,000.00 20060101 1,248.40
33813 356 200,000.00 20060101 1,319.48
11763 356 200,000.00 20060101 1,307.85
10553 356 200,000.00 20060101 1,348.12
34711 359 199,500.00 20060401 1,618.16
76063 357 200,000.00 20060201 1,232.74
92236 357 200,000.00 20060201 1,241.86
48348 354 200,000.00 20051101 1,038.79
33611 358 199,750.00 20060301 1,628.84
11378 356 200,000.00 20060101 1,104.62
30213 357 199,600.00 20060201 1,413.83
34761 358 200,000.00 20060301 1,313.86
93307 358 200,000.00 20060301 1,589.86
60148 358 200,000.00 20060301 1,625.83
60651 358 200,000.00 20060301 1,234.16
92544 358 200,000.00 20060301 1,366.67
60629 358 200,000.00 20060301 1,374.15
93268 358 200,000.00 20060301 1,610.80
85326 359 200,000.00 20060401 1,882.01
6811 358 200,000.00 20060301 1,641.94
91911 358 200,000.00 20060301 1,729.76
92301 358 200,000.00 20060301 1,300.00
94803 359 200,000.00 20060401 1,163.33
30349 358 200,000.00 20060301 1,295.83
93591 358 200,000.00 20060301 1,427.50
32804 358 200,700.00 20060301 1,680.63
92881 358 201,000.00 20060301 1,736.51
75034 357 201,600.00 20060201 1,383.49
33174 358 201,600.00 20060301 1,442.90
2904 356 202,000.00 20060101 1,447.15
95206 356 201,600.00 20060101 1,218.00
