Exhibit 10.1
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
DEPOSITOR
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
TRUSTEE
AND
EMC MORTGAGE CORPORATION
SERVICER, SPONSOR AND COMPANY
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 1, 2006
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3
Mortgage Pass-Through Certificates, Series 2006-AR3
TABLE OF CONTENTS
ARTICLE I DEFINITIONS................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................59
Section 2.01. Conveyance of Mortgage Loans to Trustee..........................................59
Section 2.02. Acceptance of Mortgage Loans by Trustee..........................................61
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement...................63
Section 2.04. Substitution of Mortgage Loans...................................................65
Section 2.05. Issuance of Certificates.........................................................66
Section 2.06. Representations and Warranties Concerning the Depositor..........................67
Section 2.07. Reserved.........................................................................68
Section 2.08. Purposes and Powers of the Trust.................................................68
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................68
Section 3.01. Servicer to Act as Servicer......................................................68
Section 3.02. REMIC-Related Covenants..........................................................70
Section 3.03. Monitoring of Subservicers.......................................................70
Section 3.04. Fidelity Bond....................................................................71
Section 3.05. Power to Act; Procedures.........................................................71
Section 3.06. Due-on-Sale Clauses; Assumption Agreements.......................................72
Section 3.07. Release of Mortgage Files........................................................73
Section 3.08. Documents, Records and Funds in Possession of Servicer To Be
Held for Trustee.................................................................74
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies...........................75
Section 3.10. Presentment of Claims and Collection of Proceeds.................................76
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies...........................76
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and
Documents........................................................................77
Section 3.13. Reaization Upon Defaulted Mortgage Loans.........................................77
Section 3.14. Compensation for the Servicer....................................................78
Section 3.15. REO Property.....................................................................78
Section 3.16. Annual Statement as to Compliance; Annual Certification..........................80
Section 3.17. Assessments of Compliance and Attestation Reports................................81
Section 3.18. Reports Filed with Securities and Exchange Commission............................82
Section 3.19. UCC..............................................................................89
Section 3.20. Optional Purchase of Defaulted Mortgage Loans....................................89
Section 3.21. Books and Records................................................................90
Section 3.22. Intention of the Parties and Interpretation......................................90
ARTICLE IV ACCOUNTS..................................................................................91
Section 4.01. Custodial Account................................................................91
Section 4.02. Permitted Withdrawals and Transfers from the Custodial Account...................92
Section 4.03. Distribution Account.............................................................93
Section 4.04. Permitted Withdrawals and Transfers from the Distribution Account................94
Section 4.05. Adjustable Rate Supplemental Fund................................................95
Section 4.06. Statements to the Trustee........................................................96
Section 4.07. Reserved.........................................................................97
Section 4.08. Reserve Fund.....................................................................97
Section 4.09. Class XP Reserve Account.........................................................99
Section 4.10. Final Maturity Reserve Account...................................................99
ARTICLE V CERTIFICATES.............................................................................101
Section 5.01. Certificates....................................................................101
Section 5.02. Registration of Transfer and Exchange of Certificates...........................108
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................111
Section 5.04. Persons Deemed Owners...........................................................111
Section 5.05. Transfer Restrictions on Residual Certificates..................................112
Section 5.06. Restrictions on Transferability of Certificates.................................113
Section 5.07. ERISA Restrictions..............................................................113
Section 5.08. Rule 144A Information...........................................................114
ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS...........................................................115
Section 6.01. Distributions on the Certificates...............................................115
Section 6.02. Allocation of Losses and Subsequent Recoveries..................................124
Section 6.03. Payments........................................................................125
Section 6.04. Statements to Certificateholders................................................125
Section 6.05. Monthly Advances................................................................128
Section 6.06. Compensating Interest Payments..................................................129
Section 6.07. Distributions on REMIC Regular Interests........................................129
ARTICLE VII THE SERVICER.............................................................................130
Section 7.01. Liabilities of the Servicer.....................................................130
Section 7.02. Merger or Consolidation of the Servicer.........................................130
Section 7.03. Indemnification of the Trustee..................................................130
Section 7.04. Limitations on Liability of the Servicer and Others.............................131
Section 7.05. Servicer Not to Resign..........................................................132
Section 7.06. Successor Servicer..............................................................132
Section 7.07. Sale and Assignment of Servicing................................................132
ARTICLE VIII DEFAULT..................................................................................133
Section 8.01. Events of Default...............................................................133
Section 8.02. Trustee to Act; Appointment of Successor........................................135
Section 8.03. Notification to Certificateholders..............................................136
Section 8.04. Waiver of Defaults..............................................................136
Section 8.05. List of Certificateholders......................................................136
ARTICLE IX CONCERNING THE TRUSTEE...................................................................137
Section 9.01. Duties of Trustee...............................................................137
Section 9.02. Certain Matters Affecting the Trustee...........................................139
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans...........................140
Section 9.04. Trustee May Own Certificates....................................................141
Section 9.05. Trustee's Fees and Expenses.....................................................141
Section 9.06. Eligibility Requirements for Trustee............................................141
Section 9.07. Insurance.......................................................................141
Section 9.08. Resignation and Removal of the Trustee..........................................142
Section 9.09. Successor Trustee...............................................................142
Section 9.10. Merger or Consolidation of Trustee..............................................143
Section 9.11. Appointment of Co-Trustee or Separate Trustee...................................143
Section 9.12. Federal Information Returns and Reports to Certificateholders;
REMIC Administration; Grantor Trust Administration..............................144
ARTICLE X TERMINATION..............................................................................146
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by the Depositor or its Designee or
Liquidation of the Mortgage Loans...............................................146
Section 10.02. Additional Termination Requirements.............................................149
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................150
Section 11.01. Intent of Parties...............................................................150
Section 11.02. Amendment.......................................................................150
Section 11.03. Recordation of Agreement........................................................151
Section 11.04. Limitation on Rights of Certificateholders......................................151
Section 11.05. Acts of Certificateholders......................................................152
Section 11.06. Governing Law...................................................................153
Section 11.07. Notices.........................................................................153
Section 11.08. Severability of Provisions......................................................154
Section 11.09. Successors and Assigns..........................................................154
Section 11.10. Article and Section Headings....................................................154
Section 11.11. Counterparts....................................................................154
Section 11.12. Notice to Rating Agencies.......................................................154
Section 11.13. Use of Subservicers and Subcontractors..........................................155
EXHIBITS
Exhibit A-1 - Form of Class A Certificates
Exhibit A-2 - Reserved
Exhibit A-3 - Form of Class B Certificates
Exhibit A-4 - Form of Class B-IO Certificates
Exhibit A-5 - Form of Class R Certificates
Exhibit A-6 - Form of Class R-X Certificate
Exhibit A-7 - Form of Class X Certificate
Exhibit A-8 - Form of Class XP Certificate
Exhibit B - Mortgage Loan Schedule
Exhibit C - Reserved
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter (Non-Rule 144A)
Exhibit F-2 - Form of Rule 144A Investment Representation
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G - Form of Custodial Agreement
Exhibit H - Form of Mortgage Loan Purchase Agreement
Exhibit I - Form of Trustee Limited Power of Attorney
Exhibit J - Reserved
Exhibit K - Loan Level Format for Tape Input, Servicer Period Reporting
Exhibit L - Reporting Data for Defaulted Loans
Exhibit M - Swap Agreements
Exhibit N - Form of Cap Contracts
Exhibit O - Reserved
Exhibit P Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit Q-1 - Form of Servicer Back-Up Certification
Exhibit Q-2 - Form of Trustee Back-Up Certification
Exhibit R - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit S - Additional Disclosure Information
Exhibit T - Form of Servicer Certification
SCHEDULES
Schedule A - Coupon Strip Reserve Account Schedule
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of October 1, 2006, among Structured Asset Mortgage
Investments II Inc., a Delaware corporation, as depositor (the "Depositor"), Xxxxx Fargo Bank, National
Association, a banking association organized under the laws of the United States, not in its individual
capacity but solely as trustee (the "Trustee") and EMC Mortgage Corporation, as servicer (in such
capacity, the "Servicer"), as company (in such capacity, the "Company" or "EMC") and, as sponsor (in
such capacity, the "Sponsor").
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Depositor acquired the Mortgage Loans from the Sponsor.
On the Closing Date, the Depositor will sell the Mortgage Loans and certain other property to the Trust
Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership
interest in the Trust Fund.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC I
to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular
Interests will be designated "regular interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II
to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular
Interests will be designated "regular interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC III
to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular
Interests will be designated "regular interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC IV
to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC IV Regular
Interests will be designated the "regular interests" in such REMIC.
The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I,
REMIC II and REMIC III. The Class R-X Certificates will evidence ownership of the "residual interest"
in REMIC IV.
The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date,
after deducting all Scheduled Principal due on or before the Cut-off Date, of $433,101,502.12. The
Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $378,339,472.62.
In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the
Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
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.
2006-AR3 REMIC: Any of REMIC I, REMIC II, REMIC III and REMIC IV.
Accepted Servicing Practices: The procedures, including prudent collection and loan
administration procedures, and the standard of care (i) employed by prudent mortgage servicers which
service mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related
Mortgage Properties are located or (ii) in accordance with the Xxxxxx Mae Guide or Xxxxxxx Mac Guide,
subject to any variances negotiated with Xxxxxx Mae or Xxxxxxx Mac and subject to the express provisions
of this Agreement. Such standard of care shall not be lower than that the 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 Custodial Account, the Adjustable Rate Supplemental Fund, the Distribution
Account, the Reserve Fund, the Final Maturity Reserve Account or the Class XP Reserve Account, as the
context may require.
Actual Monthly Payments: For any Mortgage Loan and each Due Period, the actual monthly payments
of principal and interest received during such month on such Mortgage Loan.
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iv).
Adjustable Rate Supplemental Fund: An "outside reserve fund" within the meaning of Treasury
Regulation 1.860G-2(h), which is not an asset of any REMIC and which is established and maintained
pursuant to Section 4.05.
Adjusted Rate Cap: With respect to the Class I-A Certificates and Class I-B Certificates,
each Distribution Date and the related Due Period, the sum of (i) the Scheduled Payments owed on the
Group I Mortgage Loans for such Due Period less the related Servicing Fees and (ii) the related Actual
Monthly Payments received in excess of the Scheduled Payments, expressed as a per annum rate calculated
on the basis of the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Due Period
and further reflecting the accrual of interest on an actual/360 basis, minus the sum of (a) the interest
payable to the Class I-X Certificates and (b) the Coupon Strip with respect to Loan Group I, if any,
payable to the Final Maturity Reserve Account with respect to such Distribution Date, expressed as a per
annum rate.
With respect to the Group II Certificates, each Distribution Date and the related Due
Period, the sum of (i) the Scheduled Payments owed on the Group II Mortgage Loans for such Due Period
less the related Servicing Fees and (ii) the related Actual Monthly Payments received in excess of the
Scheduled Payments, expressed as a per annum rate calculated on the basis of the aggregate Stated
Principal Balance of the Group II Mortgage Loans for such Due Period and further reflecting the accrual
of interest on an actual/360 basis.
Affiliate: As to any Person, any other Person controlling, controlled by or under common
control with such Person. "Control" means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities, by contract or otherwise.
"Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively
presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee
has actual knowledge to the contrary.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
Annual Certification: As defined in Section 3.16(b) herein.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of "AAA" in
the case of S&P or "Aaa" in the case of Moody's (or with respect to investments in money market funds, a
credit rating of "AAAm" or "AAAm-G" in the case of S&P and the highest rating given by Moody's for money
market funds in the case of Moody's). For any short-term deposit or security, or a rating of "A-l+" in
the case of S&P or "Prime-1" in the case of Moody's.
Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a)
the law of the State of New York and (b) such other state law whose applicability shall have been
brought to the attention of the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the
Trustee delivered to it by the Servicer or the Depositor, or (ii) written notice from the appropriate
taxing authority as to the applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Class A
Certificates or Class B Certificates (and with respect to the Grantor Trust Certificates, indirectly
through the related Class of Underlying Certificates), the sum of the Realized Losses with respect to
the Mortgage Loans in the related Loan Group, which are to be applied in reduction of the Current
Principal Amount of such Class of Certificates pursuant to this Agreement in an amount equal to the
amount, if any, by which, (i) the aggregate Current Principal Amount of all of the Certificates in the
related Loan Group (after all distributions of principal on such Distribution Date) exceeds (ii) the
aggregate Stated Principal Balance of all of the Mortgage Loans in the related Loan Group for such
Distribution Date. The Applied Realized Loss Amount with respect to the Group I Mortgage Loans shall be
allocated first to the Class I-B-9, Class I-B-8, Class I-B-7, Class I-B-6, Class I-B-5, Class I-B-4,
Class I-B-3, Class I-B-2 and Class I-B-1 Certificates, sequentially in that order, in each case until
the Current Principal Amount of each such Class has been reduced to zero. Thereafter, the principal
portion of Realized Losses on the Group I Mortgage Loans will be allocated on any Distribution Date
first, to the Class I-A-3 Certificates, then to the Class I-A-2A Certificates and the Underlying Class
I-A-2B Certificates, pro rata, and then to the Class I-A-1 Certificates, sequentially in that order,
until the Current Principal Amount of each such Class has been reduced to zero. Realized Losses
allocated to the Underlying Class I-A-2B Certificates will be allocated to the Grantor Trust Class
I-A-2B Certificates. The Applied Realized Loss Amount with respect to the Group II Mortgage Loans shall
be allocated first to the Class II-B-5, Class II-B-4, Class II-B-3, Class II-B-2 and Class II-B-1
Certificates, sequentially in that order, in each case until the Current Principal Amount of each such
Class has been reduced to zero. Thereafter, the principal portion of Realized Losses on the Group II
Mortgage Loans will be allocated on any Distribution Date first, to the Class II-A-3 Certificates, then
to the Class II-A-2A Certificates and the Underlying Class II-A-2B Certificates, pro rata, and then to
the Class II-A-1 Certificates, sequentially in that order, until the Current Principal Amount of each
such Class has been reduced to zero. Realized Losses allocated to the Underlying Class II-A-2B
Certificates will be allocated to the Grantor Trust Class II-A-2B Certificates.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth as
the appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in
connection with its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to each Distribution Date, the aggregate Principal Funds and
Interest Funds for such Distribution Date.
Back-Up Certification: As defined in Section 3.18(a)(iv).
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C.
§§ 101-1330.
Bankruptcy Loss: Any loss resulting from a bankruptcy court, in connection with a personal
bankruptcy of a mortgagor, (1) establishing the value of a mortgaged property at an amount less than the
Outstanding Principal Balance of the Mortgage Loan secured by such mortgaged property or (2) reducing
the amount of the Monthly Payment on the related Mortgage Loan.
Basis Risk Shortfall: On the Distribution Date, if any, of:
1. the amount of Current Interest that such Class would have been entitled to receive on
such Distribution Date had the applicable Pass-Through Rate been calculated at a per
annum rate equal to One-Month LIBOR plus the related Margin and (ii) 10.50% per annum,
over
2. the amount of Current Interest on such Class calculated using a Pass-Through Rate
equal to the related Net Rate Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and each Class
of Class A Certificates and Class B Certificates (and with respect to the Grantor Trust Certificates,
indirectly through the related Class of Underlying Certificates), the sum of the Basis Risk Shortfall
for such Distribution Date and the Basis Risk Shortfalls for all previous Distribution Dates not
previously paid from any source including the Excess Cashflow and payments under the Cap Contracts,
together with interest thereon at a rate equal to the related Pass-Through Rate for such Class of
Certificates for such Distribution Date.
Book-Entry Certificates: Initially, all Classes of Certificates other than the Private
Certificates and the Residual Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New
York Stock Exchange or Federal Reserve is closed or on which banking institutions in any jurisdiction in
which the Trustee, the Custodian or the Servicer are authorized or obligated by law or executive order
to be closed.
Cap Contracts: With respect to each Class of Class A Certificates and Class B Certificates (and
with respect to the Grantor Trust Certificates, indirectly through the related Class of Underlying
Certificates), the respective cap contracts, dated as of October 31, 2006, between the Trustee, on
behalf of the Trust for the benefit of the Holders of the related Certificates, and the Cap
Counterparty, together with any scheduling, confirmations or other agreements related thereto, attached
hereto as Exhibit N.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the
amounts received from such Cap Contract, if any, on such Distribution Date.
Cap Counterparty: Bear Xxxxxxx Financial Products Inc.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest
in the Trust Fund signed and countersigned by the Trustee in substantially the forms annexed hereto as
Exhibits X-0, X-0, X-0, X-0, X-0, X-0, A-7 and A-8 with the blanks therein appropriately completed.
Certificateholder: A Holder of a Certificate.
Certificate Group: With respect to Loan Group I, the Group I Certificates, and with respect to
Loan Group II, the Group II Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the
name of the Depository or its nominee.
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iv).
Certifying Person: As defined in Section 3.18(a)(iv).
Class: With respect to the Certificates, any of Class I-A-1, Class I-A-2A, Underlying Class
I-A-2B, Grantor Trust Class I-A-2B, Class I-A-3, Class I-X, Class I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class R, Class R-X, Class I-XP,
Class I-B-IO, Class II-A-1, Class II-A-2A, Underlying Class II-A-2B, Grantor Trust Class II-A-2B, Class
II-A-3, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-XP and Class
II-B-IO Certificates.
Class I-A Certificates: The Class I-A-1, Class I-A-2A, Underlying Class I-A-2B and Class I-A-3
Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the aggregate Current Principal Amount of the Class I-A Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment
Period) over (b) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in October 2012, 26.000% and (ii) on or after the Distribution Date in October 2012,
20.800%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans
as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized
Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of
the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B Certificates: The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5,
Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date) and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses
on the Group I Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to
the Distribution Date in October 2012, 20.000% and (ii) on or after the Distribution Date in October
2012, 16.000%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date) and (3) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on
the Group I Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to
the Distribution Date in October 2012, 15.250% and (ii) on or after the Distribution Date in October
2012, 12.200%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date) and (4) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in October 2012, 13.500% and (ii) on or after the Distribution Date in October 2012,
10.800%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-4 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class I-B-3 Certificates (after taking into
account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date) and
(5) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in October 2012, 10.375% and (ii) on or after the Distribution Date in October 2012,
8.300%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans
as of the last day of the related Due Period (after reduction for Principal Prepayments and Realized
Losses on the Group I Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of
the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-5 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class I-B-3 Certificates (after taking into
account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date), (5)
the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the
payment of the Class I-B-4 Principal Distribution Amounts for such Distribution Date) and (6) the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans
incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in
October 2012, 8.625% and (ii) on or after the Distribution Date in October 2012, 6.900%, and (II) the
excess of (a) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group I
Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date.
Class I-B-6 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class I-B-3 Certificates (after taking into
account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date), (5)
the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the
payment of the Class I-B-4 Principal Distribution Amounts for such Distribution Date), (6) the aggregate
Current Principal Amount of the Class I-B-5 Certificates (after taking into account the payment of the
Class I-B-5 Principal Distribution Amounts for such Distribution Date) and (7) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during
the related Prepayment Period) multiplied by (i) prior to the Distribution Date in October 2012, 7.375%
and (ii) on or after the Distribution Date in October 2012, 5.900%, and (II) the excess of (a) the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans
incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the
Group I Mortgage Loans as of the Cut-off Date.
Class I-B-7 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class I-B-3 Certificates (after taking into
account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date), (5)
the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the
payment of the Class I-B-4 Principal Distribution Amounts for such Distribution Date), (6) the aggregate
Current Principal Amount of the Class I-B-5 Certificates (after taking into account the payment of the
Class I-B-5 Principal Distribution Amounts for such Distribution Date), (7) the aggregate Current
Principal Amount of the Class B-6 Certificates (after taking into account the payment of the Class B-6
Principal Distribution Amounts for such Distribution Date) and (8) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) multiplied by (i) prior to the Distribution Date in October 2012, 6.000% and (ii) on
or after the Distribution Date in October 2012, 4.800%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during
the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage
Loans as of the Cut-off Date.
Class I-B-8 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class I-B-3 Certificates (after taking into
account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date), (5)
the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the
payment of the Class I-B-4 Principal Distribution Amounts for such Distribution Date), (6) the aggregate
Current Principal Amount of the Class I-B-5 Certificates (after taking into account the payment of the
Class I-B-5 Principal Distribution Amounts for such Distribution Date), (7) the aggregate Current
Principal Amount of the Class B-6 Certificates (after taking into account the payment of the Class B-6
Principal Distribution Amounts for such Distribution Date), (8) the aggregate Current Principal Amount
of the Class I-B-7 Certificates (after taking into account the payment of the Class I-B-7 Principal
Distribution Amounts for such Distribution Date) and (9) the aggregate Stated Principal Balance of the
Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment
Period) multiplied by (i) prior to the Distribution Date in October 2012, 4.750% and (ii) on or after
the Distribution Date in October 2012, 3.800%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during
the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage
Loans as of the Cut-off Date.
Class I-B-9 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group I Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class I-B-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class I-A
Certificates (after taking into account the payment of the Class I-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after taking into account the payment of the Class I-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class I-B-2 Certificates (after
taking into account the payment of the Class I-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class I-B-3 Certificates (after taking into
account the payment of the Class I-B-3 Principal Distribution Amounts for such Distribution Date), (5)
the aggregate Current Principal Amount of the Class I-B-4 Certificates (after taking into account the
payment of the Class I-B-4 Principal Distribution Amounts for such Distribution Date), (6) the aggregate
Current Principal Amount of the Class I-B-5 Certificates (after taking into account the payment of the
Class I-B-5 Principal Distribution Amounts for such Distribution Date), (7) the aggregate Current
Principal Amount of the Class I-B-6 Certificates (after taking into account the payment of the Class
I-B-6 Principal Distribution Amounts for such Distribution Date), (8) the aggregate Current Principal
Amount of the Class I-B-7 Certificates (after taking into account the payment of the Class I-B-7
Principal Distribution Amounts for such Distribution Date), (9) the aggregate Current Principal Amount
of the Class I-B-8 Certificates (after taking into account the payment of the Class I-B-8 Principal
Distribution Amounts for such Distribution Date) and (10) the aggregate Stated Principal Balance of the
Group I Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related Prepayment
Period) multiplied by (i) prior to the Distribution Date in October 2012, 3.500% and (ii) on or after
the Distribution Date in October 2012, 2.800%, and (II) the excess of (a) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after
reduction for Principal Prepayments and Realized Losses on the Group I Mortgage Loans incurred during
the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage
Loans as of the Cut-off Date.
Class I-B-IO Advances: As defined in Section 6.01(c).
Class I-B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest
for the Class I-B-IO Certificates for such Distribution Date (from REMIC III to REMIC IV on account of
REMIC III Regular Interest I-B-IO-I); provided, however, that on and after the Distribution Date on
which the aggregate Current Principal Amount of the Class I-A or Class I-B Certificates has been reduced
to zero, the Class I-B-IO Distribution Amount shall include the Group I Overcollateralization Amount
(which shall be deemed distributable, first, from REMIC III to REMIC IV on account of REMIC III Regular
Interest I-B-IO-I, in respect of accrued and unpaid interest thereon until such accrued and unpaid
interest shall have been reduced to zero and, thereafter, from REMIC III to REMIC IV on account of REMIC
III Regular Interest I-B-IO-P, in respect of the principal balance thereof).
Class I-B-IO Notional Amount: With respect to any Distribution Date and the Class I-B-IO
Certificates, the aggregate of the Uncertificated Principal Balances of the REMIC I Regular Interests.
Class I-B-IO Pass-Through Rate: With respect to the Class I-B-IO Certificates or REMIC III
Regular Interest I-B-IO-I, and any Distribution Date, a per annum rate equal to the sum of (a) the
Maximum Coupon Strip Rate and (b) the percentage equivalent of a fraction, the numerator of which is the
sum of the amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which
is the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class I-B-IO Certificates, the numerator is equal to the sum
of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC I Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT2 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC I Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT4 minus twice the
related Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC I Regular Interest LT4.
Class I-X Notional Amount: With respect to any Distribution Date and the Class I-X
Certificates, the aggregate Stated Principal Balance immediately prior to such Distribution Date of the
Group I Mortgage Loans having "hard" prepayment charges for a term of three years from origination.
Class I-XP Certificates: The Class I-XP-1 Certificates and the Class I-XP-2 Certificates.
Class II-A Certificates: The Class II-A-1, Class II-A-2A, Underlying Class II-A-2B and Class
II-A-3 Certificates.
Class II-A Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group II Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the aggregate Current Principal Amount of the Class II-A Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment
Period) over (b) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last
day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the
Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in October 2012, 25.750% and (ii) on or after the Distribution Date in October 2012,
20.600%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B Certificates: The Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class
II-B-5 Certificates.
Class II-B-1 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group II Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class II-B-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class II-A
Certificates (after taking into account the payment of the Class II-A Principal Distribution Amount for
such Distribution Date) and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as
of the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses
on the Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior
to the Distribution Date in October 2012, 16.750% and (ii) on or after the Distribution Date in October
2012, 13.400%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period (after reduction for Principal Prepayments
and Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over
(b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-2 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group II Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class II-B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class II-A
Certificates (after taking into account the payment of the Class II-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1 Certificates
(after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such
Distribution Date) and (3) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
the last day of the related Due Period (after reduction for Principal Prepayments and Realized Losses on
the Group II Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to
the Distribution Date in October 2012, 11.750% and (ii) on or after the Distribution Date in October
2012, 9.400%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-3 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group II Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class II-B-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class II-A
Certificates (after taking into account the payment of the Class II-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1 Certificates
(after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class II-B-2 Certificates (after
taking into account the payment of the Class II-B-2 Principal Distribution Amounts for such Distribution
Date) and (4) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group II
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in October 2012, 8.125% and (ii) on or after the Distribution Date in October 2012,
6.500%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-4 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group II Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class II-B-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class II-A
Certificates (after taking into account the payment of the Class II-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1 Certificates
(after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class II-B-2 Certificates (after
taking into account the payment of the Class II-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class II-B-3 Certificates (after taking into
account the payment of the Class II-B-3 Principal Distribution Amounts for such Distribution Date) and
(5) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group II
Mortgage Loans incurred during the related Prepayment Period) multiplied by (i) prior to the
Distribution Date in October 2012, 6.750% and (ii) on or after the Distribution Date in October 2012,
5.400%, and (II) the excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after reduction for Principal Prepayments and
Realized Losses on the Group II Mortgage Loans incurred during the related Prepayment Period) over (b)
0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-5 Principal Distribution Amount: For any Distribution Date on or after the related
Stepdown Date on which a Group II Trigger Event is not in effect, an amount equal to the excess (if any)
of (x) the Current Principal Amount of the Class II-B-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the related Due Period (after reduction for
Principal Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related
Prepayment Period) over (b) the sum of (1) the aggregate Current Principal Amount of the Class II-A
Certificates (after taking into account the payment of the Class II-A Principal Distribution Amount for
such Distribution Date), (2) the aggregate Current Principal Amount of the Class II-B-1 Certificates
(after taking into account the payment of the Class II-B-1 Principal Distribution Amounts for such
Distribution Date), (3) the aggregate Current Principal Amount of the Class II-B-2 Certificates (after
taking into account the payment of the Class II-B-2 Principal Distribution Amounts for such Distribution
Date), (4) the aggregate Current Principal Amount of the Class II-B-3 Certificates (after taking into
account the payment of the Class II-B-3 Principal Distribution Amounts for such Distribution Date), (5)
the aggregate Current Principal Amount of the Class II-B-4 Certificates (after taking into account the
payment of the Class II-B-4 Principal Distribution Amounts for such Distribution Date) and (6) the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due
Period (after reduction for Principal Prepayments and Realized Losses on the Group II Mortgage Loans
incurred during the related Prepayment Period) multiplied by (i) prior to the Distribution Date in
October 2012, 1.875% and (ii) on or after the Distribution Date in October 2012, 1.500%, and (II) the
excess of (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period (after reduction for Principal Prepayments and Realized Losses on the Group II
Mortgage Loans incurred during the related Prepayment Period) over (b) 0.50% of the Stated Principal
Balance of the Group II Mortgage Loans as of the Cut-off Date.
Class II-B-IO Advances: As defined in Section 6.01(d).
Class II-B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest
for the Class II-B-IO Certificates for such Distribution Date (which shall be deemed distributable from
REMIC III to REMIC IV on account of REMIC III Regular Interest II-B-IO-I); provided, however, that on
and after the Distribution Date on which the aggregate Current Principal Amount of the Class II-A or
Class II-B Certificates has been reduced to zero, the Class II-B-IO Distribution Amount shall include
the Group II Overcollateralization Amount (which shall be deemed distributable, first, from REMIC III to
REMIC IV on account of REMIC III Regular Interest II-B-IO-I, in respect of accrued and unpaid interest
thereon until such accrued and unpaid interest shall have been reduced to zero and, thereafter, from
REMIC III to REMIC IV on account of REMIC III Regular Interest II-B-IO-P, in respect of the principal
balance thereof).
Class II-B-IO Notional Amount: With respect to any Distribution Date and the Class II-B-IO
Certificates, the aggregate of the Uncertificated Principal Balances of the REMIC II Regular Interests.
Class II-B-IO Pass-Through Rate: With respect to the Class II-B-IO Certificates or REMIC III
Regular Interest II-B-IO-I, and any Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to
clauses (i) through (iii) below, and the denominator of which is the aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class II-B-IO Certificates, the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT5;
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the
related Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT6; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the
related Marker Rate, applied to a notional amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest LT8.
Class A Certificates: The Class I-A Certificates and the Class II-A Certificates.
Class B Certificates: The Class I-B Certificates and the Class II-B Certificates.
Class B-IO Certificates: The Class I-B-IO Certificates and the Class II-B-IO Certificates.
Class R Certificate: The Class R Certificates substantially in the form annexed hereto as
Exhibit A-5 and evidencing ownership of interests designated as "residual interests" in REMIC I,
REMIC II and REMIC III for purposes of the REMIC Provisions. Component I of the Class R Certificates is
designated as the sole class of "residual interest" in REMIC I, Component II of the Class R Certificates
is designated as the sole class of "residual interest" in REMIC II and Component III of the Class R
Certificates is designated as the sole class of "residual interest" in REMIC III.
Class R-X Certificates: The Class R-X Certificates substantially in the form annexed hereto
as Exhibit A-6 and evidencing ownership of the "residual interest" in REMIC IV for purposes of the REMIC
Provisions.
Class X Certificates: The Class I-X Certificates.
Class XP Certificates: The Class I-XP Certificates and the Class II-XP Certificates.
Class XP Reserve Account: The account established and maintained by the Trustee pursuant to
Section 4.09 hereof.
Closing Date: October 31, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission or SEC: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.06.
Corporate Trust Office: The designated office of the Trustee, where at any particular time its
corporate trust business with respect to this Agreement shall be administered. For the purpose of
registration and transfer and exchange only, the Corporate Trust Office of the Trustee shall be located
at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Group,
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3. The Corporate Trust Office of the Trustee at the date of
the execution of this Agreement for all other purposes is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000, Attention: Corporate Trust Group, Bear Xxxxxxx Mortgage Funding Trust 2006-AR3.
Counterparty: Each of the Cap Counterparties or the Swap Counterparty, as the text requires.
Coupon Strip: With respect to Loan Group I, shall be an amount equal to the lesser of (a) the
product of (i) 1.00%, (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans with
original terms to maturity in excess of 30 years as of the Due Date occurring in the month prior to such
Distribution Date and (iii) one-twelfth and (b) the excess of (i) the Final Maturity Reserve Account
Target for such Distribution Date over (ii) the amount on deposit in the Final Maturity Reserve Account
immediately prior to such Distribution Date.
Coupon Strip Rate: With respect to Loan Group I, shall equal the related Coupon Strip, if any,
payable to the Final Maturity Reserve Account on any Distribution Date, expressed as a per annum rate
calculated on the basis of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
such Distribution Date.
Credit Enhancement Percentage: For any Distribution Date is the percentage obtained by dividing
(x) the aggregate Current Principal Amount of the Subordinate Certificates in the related Loan Group
(including the related Overcollateralization Amount) thereto by (y) the aggregate Principal Balance of
the Mortgage Loans in the related Loan Group, calculated after taking into account distributions of
principal on the related Mortgage Loans and distribution of the Principal Distribution Amounts to the
holders of the related Certificates then entitled to distributions of principal on such Distribution
Date.
Cumulative Loss Test Violation: The Group I Cumulative Loss Test Violation or the Group II
Cumulative Loss Test Violation, as applicable.
Current Interest: As of any Distribution Date, with respect to each Class of Offered
Certificates, the Underlying Certificates and the Class II-B-5 Certificates, (i) the interest accrued on
the Current Principal Amount or Notional Amount during the related Interest Accrual Period at the
applicable Pass-Through Rate plus any amount previously distributed with respect to interest for such
Certificate that has been recovered as a voidable preference by a trustee in bankruptcy minus (1) with
respect to the Class A Certificates or Class B Certificates, (ii) the sum of (a) any Prepayment Interest
Shortfall for such Distribution Date, to the extent not covered by Compensating Interest Payments and
(b) any shortfalls resulting from the application of the Relief Act during the related Due Period;
provided, however, that for purposes of calculating Current Interest for any such Class, amounts
specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be allocated first
to the related Class B-IO Certificates and the related Residual Certificates in reduction of amounts
otherwise distributable to such Certificates on such Distribution Date and then any excess shall be
allocated to each other Class of Certificates in the related Loan Group pro rata based on the respective
amounts of interest accrued pursuant to clause (i) hereof for each such Class on such Distribution Date,
(c) any Net Deferred Interest allocated to such Class, and (d) the interest portion of any Realized
Losses on the related Mortgage Loans allocated to such Class in the manner as described herein and (2)
with respect to the Grantor Trust Certificates, the sum of any shortfalls described in clauses (a), (b)
and (d) herein, and to the extent the related Swap Agreement is terminated and no replacement swap
agreement has been entered into, clause (c) herein, allocated to the related Class of Underlying
Certificates.
Current Principal Amount: With respect to any Class of Offered Certificates (other than the
Grantor Trust Certificates), the Underlying Certificates and the Class II-B-5 Certificates as of any
Distribution Date, the initial principal amount of such Certificate plus the amount of any Net Deferred
Interest allocated thereto on the related Distribution Date and all previous Distribution Dates plus any
Subsequent Recoveries added to the Current Principal Amount of such Certificates pursuant to Section
6.02(h) hereof, and reduced by (i) all amounts distributed on previous Distribution Dates on such
Certificate with respect to principal and (ii) any Applied Realized Loss Amounts allocated to such Class
on previous Distribution Dates. With respect to any Class of Certificates, the Current Principal Amount
thereof will equal the sum of the Current Principal Amounts of all Certificates in such Class. The
initial Current Principal Amount for each Class of Certificates is set forth in Section 5.01(c)(iv).
With respect to the Grantor Trust Certificates as of any Distribution Date, the Current Principal Amount
thereof will equal the initial principal amount of such Certificate on the Closing Date, as reduced by
(i) all amounts distributed on previous Distribution Dates on such Certificate with respect to principal
and (ii) any Applied Realized Loss Amounts allocated to the related Class of Underlying Certificates on
Previous Distribution Dates. To the extent the related Swap Agreement has been terminated and no
replacement swap agreement has been entered into, the Current Principal Amount of the Grantor Trust
Certificates will be increased by the amount of any Net Deferred Interest allocated to the related Class
of Underlying Certificates.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment
in full.
Custodial Account: The trust account or accounts created and maintained by the Servicer
pursuant to Section 4.01, which shall be denominated "Xxxxx Fargo Bank, National Association, as Trustee
f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust
2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3, Custodial Account." The Custodial
Account shall be an Eligible Account.
Custodial Agreement: An agreement, dated as of the Closing Date among the Depositor, the
Servicer, the Trustee and the Custodian in substantially the form of Exhibit G hereto.
Custodian: Xxxxx Fargo Bank, National Association, or any successor custodian appointed
pursuant to the provisions hereof and of the Custodial Agreement.
Cut-off Date: October 1, 2006.
Cut-off Date Balance: $811,440,974.74.
Deferred Interest: The amount of accrued interest on the Mortgage Loans, the payment of which
is deferred and added to the Outstanding Principal Balance of a Mortgage Loan due to negative
amortization on such Mortgage Loan.
Deficient Valuation: A Bankruptcy Loss that results if a court, in connection with a personal
bankruptcy of a Mortgagor, establishes the value of a Mortgaged Property at an amount less than the
unpaid principal balance of the Mortgage Loan secured by such Mortgaged Property.
Delinquency Recognition Policies: The generally accepted industry standard that defines the
proper means of reporting delinquency status when a loan is determined to be delinquent if the payment
is not received by the end of the day immediately preceding the loan's next due date.
Delinquency Test Violation: A Group I Delinquency Test Violation or a Group II Delinquency
Test Violation, as applicable.
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 last day of the month immediately succeeding the month in which such payment was due. For
example, a Mortgage Loan with a payment due on December 1 that remained unpaid as of the close of
business on January 31 would then be considered to be 30 to 59 days delinquent. Similarly for "60 days
delinquent," "90 days delinquent" and so on.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its
successors in interest.
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor
thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings
bank, mutual savings bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the Distribution Date.
Disqualified Organization: Any of the following: (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 (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Xxxxxxx Mac or any successor thereto, a majority of its board of
directors is not selected by such governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii) 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 (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person
may cause any 2006-AR3 REMIC contained in the Trust or any Person having an ownership interest in the
Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to such Person. The terms "United States," "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Account: The trust account or accounts created and maintained by the Trustee
pursuant to Section 4.03, which shall be denominated "Xxxxx Fargo Bank, National Association, as Trustee
f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust
2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3 - Distribution Account." The Distribution
Account shall be an Eligible Account.
Distribution Account Deposit Date: The second Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the
month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately
following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
15(d) of the Exchange Act.
DTC Custodian: Xxxxx Fargo Bank, National Association, or its successors in interest as
custodian for the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day
of the following month.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period
commencing on the second day of the month preceding the calendar month in which the Distribution Date
occurs and ending at the close of business on the first day of the month in which the Distribution Date
occurs.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered
depository institution (A) the short-term obligations of which are rated A-1 or better by Standard &
Poor's and P-1 by Xxxxx'x at the time of any deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Trustee prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in such account and a perfected first
priority security interest against any collateral (which shall be limited to Permitted Investments, each
of which shall mature not later than the Business Day immediately preceding the Distribution Date next
following the date of investment in such collateral or the Distribution Date if such Permitted
Investment is an obligation of the institution that maintains the Distribution Account) securing such
funds that is superior to claims of any other depositors or general creditors of the depository
institution with which such account is maintained, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust company with trust powers
acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository institution
acceptable to the Rating Agencies (as evidenced in writing by the Rating Agencies that use of any such
account as the Distribution Account will not have an adverse effect on the then-current ratings assigned
to the Classes of Certificates then rated by the Rating Agencies). Eligible Accounts may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
Excess Cashflow: With respect to any Distribution Date and each Loan Group, the sum of (i)
Remaining Excess Spread for such Loan Group and such Distribution Date and (ii) Overcollateralization
Release Amount for such Loan Group and for such Distribution Date.
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid
to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated
Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the
related Liquidation Date occurs, plus (ii) related Liquidation Expenses.
Excess Overcollateralization: With respect to any Distribution Date and each Loan Group, the
excess, if any, of the Overcollateralization Amount for such Loan Group over the Overcollateralization
Target Amount for such Loan Group.
Excess Spread: With respect to any Distribution Date and each Loan Group, the excess, if any,
of the related Interest Funds for such Distribution Date over the sum (i) with respect to Loan Group I
only, the Coupon Strip, if applicable, (ii) the Current Interest on the related Offered Certificates
(other than the Grantor Trust Certificates), the Underlying Certificates and the Class II-B-5
Certificates and (iii) any Interest Carry Forward Amounts on the related Senior Certificates on such
Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17 and 3.18 of
this Agreement.
Extra Principal Distribution Amount: With respect to any Distribution Date and each Loan Group,
the lesser of (i) the excess, if any, of the Overcollateralization Target Amount for such Loan Group and
such Distribution Date over the Overcollateralization Amount for such Loan Group and such Distribution
Date and (ii) the Excess Spread for such Loan Group and such Distribution Date.
Xxxxxx Xxx: Federal National Mortgage Association and any successor thereto.
Xxxxxx Mae Guide: The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae Servicing Guide and all
amendments or additions thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the
Custodial Agreement.
Final Maturity Reserve Account: The separate account established and maintained by the Trustee
pursuant to Section 4.10 hereof. Amounts on deposit in the Final Maturity Reserve Account will not be
an asset of any 2006-AR3 REMIC.
Final Maturity Reserve Account Target: For any Distribution Date beginning with the
Distribution Date in November 2016, the lesser of (a) the product of (i) the aggregate principal balance
of the Group I Mortgage Loans with original terms to maturity in excess of 30 years as of the Due Date
occurring in the month prior to such Distribution Date and (ii) the fraction, the numerator of which is
1.00 and the denominator of which is 0.85, and (b) $19,423,675.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1
through August 31, or September 1 through November 30, as applicable.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(iii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class
XP Certificates), the fractional undivided interest evidenced by any Certificate of such Class the
numerator of which is the Current Principal Amount of such Certificate and the denominator of which is
the Current Principal Amount of such Class. With respect to the Class XP Certificates, the percentage
interest stated thereon. With respect to the Certificates in the aggregate, the fractional undivided
interest evidenced by (i) the Residual Certificates will be deemed to equal 1.0% and (ii) a Certificate
of any other Class will be deemed to equal 99.0% multiplied by a fraction, the numerator of which is the
Current Principal Amount of such Certificate and the denominator of which is the aggregate Current
Principal Amount of all the Certificates of such Class.
Xxxxxxx Mac: Xxxxxxx Mac, formerly the Federal Home Loan Mortgage Corporation, and any
successor thereto.
Xxxxxxx Mac Guide: The Xxxxxxx Mac Selling Guide and the Xxxxxxx Mac Servicing Guide and all
amendments or additions thereto.
Global Certificate: Any Private Certificate registered in the name of the Depository or its
nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a
Person maintaining an account with such Depository (directly or as an indirect participant in accordance
with the rules of such depository).
Grantor Trust: The corpus of the Trust created under the Grantor Trust Agreement.
Grantor Trust Agreement: The grantor trust agreement, dated as of October 31, 2006, between
the Depositor and the Grantor Trustee.
Grantor Trust Certificates: The Grantor Trust Class I-A-2B Certificates and the Grantor Trust
Class II-A-2B Certificates issued by the Grantor Trust on the Closing Date pursuant to the Grantor Trust
Agreement.
Grantor Trustee: Xxxxx Fargo Bank, National Association.
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each
Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest
Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.
Group I Certificates: The Class I-A, Class I-X and Class I-B Certificates.
Group I Cumulative Loss Test Violation: If on any Distribution Date if the aggregate amount of
Realized Losses on the Group I Mortgage Loans incurred since the Cut-off Date through the last day of
the related Prepayment Period divided by the aggregate Principal Balance of the Group I Mortgage Loans
as of the Cut-off Date exceeds the applicable percentages set forth below with respect to such
Distribution Date:
Distribution Date Occurring in Percentage
November 2009 through October 2010 0.45%
November 2010 through October 2011 075%
November 2011 through October 2012 1.10%
November 2012 through October 2013 1.50%
November 2013 and thereafter 1.65%
Group I Delinquency Test Violation: If on any Distribution Date, the percentage obtained by
dividing (x) the aggregate Outstanding Principal Balance of Group I Mortgage Loans that are 60 days or
more Delinquent or are in bankruptcy or foreclosure or are REO Properties by (y) the aggregate
Outstanding Principal Balance of the Group I Mortgage Loans, in each case, as of the last day of the
previous calendar month, exceeds (i) prior to the Distribution Date in October 2012, 26.75% of the
Credit Enhancement Percentage and (ii) on or after the Distribution Date in October 2012, 33.50%.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Offered Certificates: The Class I-A-1, Class I-A-2A, Grantor Trust Class I-A-2B, Class
I-A-3, Class I-X, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class
I-B-7, Class I-B-8 and Class I-B-9 Certificates.
Group I Overcollateralization Amount: With respect to any Distribution Date, the excess, if
any, of (i) the aggregate principal balance of the Group I 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 on the Group I Mortgage Loans
incurred during the related Prepayment Period) over (ii) the aggregate Current Principal Amount of the
Class I-A Certificates and the Class I-B Certificates, taking into account the distributions of
principal, less Net Deferred Interest, to be made on such Distribution Date.
Group I Overcollateralization Release Amount: With respect to Loan Group I and any Distribution
Date for which the related Excess Overcollateralization Amount is, or would be, after taking into
account all other distributions to be made on that Distribution Date, greater than zero, an amount equal
to the lesser of (i) the related Excess Overcollateralization Amount for such Distribution Date and (ii)
related Principal Funds for that Distribution Date.
Group I Overcollateralization Target Amount: With respect to Loan Group I and any Distribution
Date, (i) prior to the Stepdown Date, an amount equal to 1.40% of the aggregate principal balance of
the Group I Mortgage Loans as of the Cut-off Date, (ii) on or after the related Stepdown Date provided
a Group I Trigger Event is not in effect, the greater of (x) (1) prior to the Distribution Date in
October 2012, 3.500% of the then current aggregate outstanding Principal Balance of the Group I 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 on the Group I Mortgage Loans incurred during the related Prepayment Period) and (2) on or after
the Distribution Date in October 2012, 2.800% of the then current aggregate Outstanding Principal
Balance of the Group I 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 on the Group I Mortgage Loans incurred during the related Prepayment
Period) and (y) 0.50% of the aggregate principal balance of the Group I Mortgage Loans as of the Cut-Off
Date ($2,165,507.51) or (iii) on or after the related Stepdown Date and if a Group I Trigger Event is in
effect, the Group I Overcollateralization Target Amount for the immediately preceding Distribution Date.
Group I Principal Distribution Amount: With respect to each Distribution Date, an amount equal
to (i) the Principal Funds for Loan Group I for such Distribution Date, plus (ii) any Extra Principal
Distribution Amount with respect to Loan Group I for such Distribution Date, minus (iii) any Group I
Overcollateralization Release Amount for such Distribution Date.
Group I 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 Depositor of the aggregate maximum probable exposure of (i) the outstanding Group I Certificates to
the related Cap Contract and (ii) the outstanding Grantor Trust Class I-A-2B Certificates to the related
Swap Agreement, as applicable.
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Group I Significance Estimate divided by
the aggregate outstanding Certificate Principal Balance of the Group I Certificates, prior to the
distribution of the related Principal Distribution Amount on such Distribution Date.
Group II Certificates: The Class II-A Certificates and the Class II-B Certificates.
Group I Trigger Event: The occurrence of either a Group I Delinquency Test Violation or a
Group I Cumulative Loss Test Violation.
Group II Cumulative Loss Test Violation: If on any Distribution Date, the aggregate amount of
Realized Losses on the Group II Mortgage Loans incurred since the Cut-off Date through the last day of
the related Prepayment Period divided by the aggregate Principal Balance of the Group II Mortgage Loans
as of the Cut-off Date exceeds the applicable percentages set forth below with respect to such
Distribution Date:
Distribution Date Occurring in Percentage
November 2009 through October 2010 0.35%
November 2010 through October 2011 0.65%
November 2011 through October 2012 0.95%
November 2012 through October 2013 1.30%
November 2013 and thereafter 1.40%
Group II Delinquency Test Violation: If on any Distribution Date, the percentage obtained by
dividing (x) the aggregate Outstanding Principal Balance of Group II Mortgage Loans that are 60 days or
more Delinquent or are in bankruptcy or foreclosure or are REO Properties by (y) the aggregate
Outstanding Principal Balance of the Group II Mortgage Loans, in each case, as of the last day of the
previous calendar month, exceeds (i) prior to the Distribution Date in October 2012, 27.00% of the
Credit Enhancement Percentage and (ii) on or after the Distribution Date in October 2012, 33.75%.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Offered Certificates: The Class II-A-1, Class II-A-2A, Grantor Trust II-A-2B, Class
II-A-3, Class II-B-1, Class II-B-2, Class II-B-3 and Class II-B-4 Certificates.
Group II Overcollateralization Amount: With respect to any Distribution Date, the excess, if
any, of (i) the aggregate principal balance of the Group II 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 on the Group II Mortgage Loans
incurred during the related Prepayment Period) over (ii) the aggregate Current Principal Amount of the
Class II-A Certificates and the Class II-B Certificates, after taking into account the distributions of
principal, less Net Deferred Interest, to be made on such Distribution Date.
Group II Overcollateralization Release Amount: With respect to Loan Group II and any
Distribution Date for which the related Excess Overcollateralization Amount is, or would be, after
taking into account all other distributions to be made on that Distribution Date, greater than zero, an
amount equal to the lesser of (i) the related Excess Overcollateralization Amount for that Distribution
Date and (ii) related Principal Funds for that Distribution Date.
Group II Overcollateralization Target Amount: With respect to any Distribution Date, (i) prior
to the related Stepdown Date, an amount equal to .75% of the aggregate principal balance of the Group II
Mortgage Loans as of the Cut-off Date, (ii) on or after the related Stepdown Date provided a Group II
Trigger Event is not in effect, the greater of (x) (1) prior to the Distribution Date in October 2012,
1.875% of the then current aggregate outstanding Principal Balance of the Group II 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 on the
Group II Mortgage Loans incurred during the related Prepayment Period) and (2) on or after the
Distribution Date in October 2012, 1.500% of the then current aggregate Outstanding Principal Balance of
the Group II 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 on the Group II Mortgage Loans incurred during the related Prepayment
Period) and (y) 0.50% of the aggregate principal balance of the Group II Mortgage Loans as of the
Cut-Off Date ($1,891,697.36) or (iii) on or after the related Stepdown Date and if a Trigger Event is in
effect, the Group II Overcollateralization Target Amount for the immediately preceding Distribution Date.
Group II Principal Distribution Amount: With respect to each Distribution Date, an amount
equal to (i) the Principal Funds for Loan Group II for such Distribution Date, plus (ii) any Extra
Principal Distribution Amount with respect to Loan Group II for such Distribution Date, minus (iii) any
Group II Overcollateralization Release Amount for such Distribution Date.
Group II 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 Depositor of the aggregate maximum probable exposure of (i) the outstanding Group II Certificates to
the related Cap Contract and (ii) the outstanding Grantor Trust Class II-A-2B Certificates to the
related Swap Agreement, as applicable.
Group II Significance Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Group II Significance Estimate divided
by the aggregate outstanding Certificate Principal Balance of the Group II Certificates, prior to the
distribution of the related Principal Distribution Amount on such Distribution Date.
Group II Trigger Event: The occurrence of either a Group II Delinquency Test Violation or a
Group II Cumulative Loss Test Violation.
Hard Prepayment Charge Loan: Any Group I Mortgage Loan for which a "hard" Prepayment Charge
may be assessed, as indicated on the Mortgage Loan Schedule.
Holder: The Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Sections 11.02(b) and 11.05(e), solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Servicer or the
Trustee or any Affiliate thereof shall be deemed not to be outstanding and the Fractional Undivided
Interest evidenced thereby shall not be taken into account in determining whether the requisite
percentage of Fractional Undivided Interests necessary to effect any such consent has been obtained.
Indemnified Persons: The Trustee and the Custodian and their officers, directors, agents and
employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents
and employees.
Independent: When used with respect to any specified Person, this term means that such Person
(a) is in fact independent of the Depositor or the Servicer and of any Affiliate of the Depositor or the
Servicer, (b) does not have any direct financial interest or any material indirect financial interest in
the Depositor or the Servicer or any Affiliate of the Depositor or the Servicer and (c) is not connected
with the Depositor or the Servicer or any Affiliate as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Index: The index, if any, specified in a Mortgage Note by reference to which the related
Mortgage Interest Rate will be adjusted from time to time.
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.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2),
(3) or (7) of Regulation D under the Securities Act or any entity all of the equity holders in which
come within such paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy,
flood insurance policy or title insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any
Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to
repair or restore the Mortgaged Property or to reimburse insured expenses, including the related
Servicer's costs and expenses incurred in connection with presenting claims under the related Insurance
Policies.
Interest Accrual Period: For each of the Offered Certificates (other than the Class X
Certificates), the Underlying Certificates and the Class II-B-5 Certificates and for any Distribution
Date, the period commencing on the Distribution Date in the month preceding the month in which a
Distribution Date occurs (or the Closing Date, in the case of the first Interest Accrual Period) and
ending on the day immediately prior to such Distribution Date. For each of the Class X Certificates and
for any Distribution Date, the one-month period preceding the month in which such Distribution Date
occurs.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the
related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Interest Carry Forward Amount: As of any Distribution Date and with respect to each Class of
Offered Certificates, the Underlying Certificates and the Class II-B 5 Certificates and as of the first
Distribution Date, zero, and for each Distribution Date thereafter, the sum of (i) the excess of (a) the
Current Interest for such Class with respect to prior Distribution Dates over (b) the amount actually
distributed to such Class of Certificates with respect to interest on or after such prior Distribution
Dates, and (ii) interest on such excess (to the extent permitted by applicable law) at the applicable
Pass-Through Rate for such Class for the related Interest Accrual Period including the Interest Accrual
Period relating to such Distribution Date.
Interest Funds: With respect to each Loan Group and any Distribution Date, (i) the sum, without
duplication, of (a) all scheduled interest collected in respect to the related Mortgage Loans during the
related Due Period less the related Servicing Fee and any related amounts to be reimbursed to EMC, the
Servicer, the Trustee and the Custodian as provided herein, (b) all Monthly Advances relating to
interest with respect to the related Mortgage Loans made on or prior to the related Distribution Account
Deposit Date, (c) all Compensating Interest Payments with respect to the related Mortgage Loans and
required to be remitted by the Servicer pursuant to this Agreement with respect to such Distribution
Date, (d) Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries with respect to the
Mortgage Loans collected during the related Prepayment Period, to the extent such proceeds relate to
interest, less all Nonrecoverable Advances relating to interest and certain expenses, in each case, with
respect to the Mortgage Loans in the Related Loan Group, (e) all amounts relating to interest with
respect to each Mortgage Loan in the related Loan Group purchased by the Depositor pursuant to Sections
2.02, 2.03 or 3.21 during the related Due Period less all Non-Recoverable Advances relating to interest,
(f) all amounts in respect of interest paid by the Depositor pursuant to Section 10.01 allocated to the
related Loan Group, in each case to the extent remitted by the Servicer to the Distribution Account
pursuant to this Agreement, (g) the amount of any Principal Prepayments in full, partial Principal
Prepayments, Net Liquidation Proceeds, Repurchase Proceeds and scheduled principal payments, in that
order, allocated to the related Loan Group, included in Available Funds for such Distribution Date that
are applied in connection with any Deferred Interest in accordance with the definition of Net Deferred
Interest to EMC, the Depositor, the Servicer or the Trustee and (h) any amounts deposited in the
Adjustable Rate Supplemental Fund and available for distribution to the Group I Certificates and the
Group II Certificates, as applicable, on such Distribution Date in accordance with Section 4.05, minus
(ii) all amounts relating to interest required to be reimbursed pursuant to Sections 4.01, 4.03, 4.04
and 4.05 and allocated to the related Loan Group or as otherwise set forth in this Agreement.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during
the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(a) Partial principal prepayments (other than any collections on REO Property treated as a
Curtailment pursuant to Section 3.15(b)) received during the related Prepayment Period: The
difference between (i) one month's interest at the applicable Net Rate on the amount of such prepayment
and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the applicable
Net Rate) received at the time of such prepayment;
(b) Principal prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month's interest at the applicable Net Rate on the Stated Principal Balance
of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time of such
prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30
days' interest (or, in the case of a principal prepayment in full, interest to the date of prepayment)
on the Stated Principal Balance thereof (or, in the case of a principal prepayment in part, on the
amount so prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of a principal
prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the annual interest rate required
to be paid by the Mortgagor as limited by application of the Relief Act.
Interest-Only Certificates: The Class X Certificates and the Class B-IO Certificates.
Interim Certification: The certification substantially in the form of Exhibit Two to the
Custodial Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which
purchases any of the Private Certificates in connection with such purchase, substantially in the form
set forth as Exhibit F-1 hereto.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking
institutions in the city of London, England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and for the first
Interest Accrual Period, October 27, 2006. With respect to each Class of Offered Certificates, the
Underlying Certificates and the Class II-B-5 Certificates and any Interest Accrual Period thereafter,
the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer has determined
that all amounts it expects to recover from or on account of such Mortgage Loan have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Servicer
has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses
paid or incurred by or for the account of the Servicer in connection with the liquidation of such
Mortgage Loan and the related Mortgaged Property, such expenses including (a) property protection
expenses, (b) property sales expenses, (c) foreclosure and sale costs, including court costs and
reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred in connection with
liquidation.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage
Loan, whether through trustee's sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or
otherwise and Subsequent Recoveries.
Loan Group: Loan Group I or Loan Group II, as applicable.
Loan Group I: The group of Mortgage Loans designated as belonging to Loan Group I on the
Mortgage Loan Schedule.
Loan Group II: The group of Mortgage Loans designated as belonging to Loan Group II on the
Mortgage Loan Schedule.
Loan-to-Value Ratio: With respect to any Mortgage Loan, 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 Original Value of the related Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.02(c) hereof.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible Optional
Termination Date for the related Loan Group and the Class I-A-1, Class I-A-2A, Underlying Class I-A-2B,
Grantor Trust Class I-A-2B, Class I-A-3, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class
I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class II-A-1, Class II-A-2A, Underlying Class
II-A-2B, Grantor Trust Class II-A-2B, Class II-A-3, Class II-B-1, Class II-B-2, Class II-B-3, Class
II-B-4 and Class II-B-5 Certificates will be 0.180%, 0.240%, 0.240%, 0.240%, 0.270%, 0.370%, 0.400%,
0.430%, 0.540%, 0.590%, 0.630%, 1.150%, 1.400%, 2.100%, 0.200%, 0.240%, 0.230%, 0.230%, 0.290%, 0.370%,
0.550%, 1.400%, 2.150% and 2.150%, per annum, respectively, provided that, after the first possible
related Optional Termination Date, the related margin with respect to the Class I-A-1, Class I-A-2A,
Underlying Class I-A-2B, Grantor Trust Class I-A-2B, Class I-A-3, Class I-B-1, Class I-B-2, Class I-B-3,
Class I-B-4, Class I-B-5, Class I-B-6 and Class I-B-7, Class I-B-8, Class I-B-9, Class II-A-1, Class
II-A-2A, Underlying Class II-A-2B, Grantor Trust Class II-A-2B, Class II-A-3, Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 Certificates will be 0.360%, 0.480%, 0.480%, 0.480%,
0.540%, 0.555%, 0.600%, 0.645%, 0.810%, 0.885%, 0.945%, 1.725%, 2.100%, 3.150%, 0.400%, 0.480%, 0.460%,
0.460%, 0.580%, 0.555%, 0.825%, 2.100%, 3.225% and 3.225%, per annum, respectively.
Marker Rate: With respect to the Class I-B-IO Certificates or REMIC III Regular Interest
I-B-IO-I and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I Regular Interest
LT3. With respect to the Class II-B-IO Certificates or REMIC III Regular Interest II-B-IO-I and any
Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC II Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Coupon Strip: With respect to Loan Group I, shall be an amount equal to the product of
(i) 1.00%, (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans with original terms
to maturity in excess of 30 years as of the Due Date occurring in the month prior to
such Distribution Date and (iii)one-twelfth.
Maximum Coupon Strip Rate: On any Distribution Date occurring in or after November 2016, the
Coupon Strip Rate modified by replacing the term "Coupon Strip" with the term "Maximum Coupon Strip"
wherever it appears in the definition of "Coupon Strip Rate."
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
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 Mortgage Loans electronically maintained by
MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS®
System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
Modified Net Rate Cap: For any Distribution Date and Loan Group I, the related Net Rate Cap
modified by replacing the term "Coupon Strip Rate" with the term "Maximum Coupon Strip Rate" wherever
it appears in the definition of "Net Rate Cap" with respect to Loan Group I.
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 Advance: An advance of interest required to be made by the Servicer or the Trustee as
successor servicer pursuant to Section 6.05.
Monthly Payments: For any Mortgage Loan and any month, the minimum scheduled payment or
payments of principal and interest due during such month on such Mortgage Loan which either is payable
by a Mortgagor in such month under the related Mortgage Note or in the case of any Mortgaged Property
acquired through foreclosure or deed in lieu of foreclosure, would otherwise have been payable under the
related Mortgage Note.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.04.
Moody's: Xxxxx'x Investors Service, Inc. or its successor in interest.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any
Mortgage Loan pursuant to the related Mortgage Note, which rate is initially equal to the "Mortgage
Interest Rate" set forth with respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trust pursuant to Section 2.01
and held as a part of the Trust Fund, as identified in the Mortgage Loan Schedule (which shall include,
without limitation, with respect to each Mortgage Loan, each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto), including a mortgage loan the property securing
which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of October 31,
2006, between EMC, as mortgage loan seller, and Structured Asset Mortgage Investments II Inc., as
purchaser, and all amendments thereof and supplements thereto, attached as Exhibit H.
Mortgage Loan Documents: The original Mortgage Loan legal documents held by the Custodian.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the
Mortgage Loans, as amended from time to time to reflect the repurchase or substitution of Mortgage Loans
pursuant to this Agreement or the Mortgage Loan Purchase Agreement, as the case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a
Mortgagor under the related Mortgage Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the
related Mortgage Loan or, in the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Deferred Interest: On any Distribution Date, for each Loan Group, Deferred Interest on the
related Mortgage Loans during the related Due Period net of Principal Prepayments in full, partial
Principal Prepayments, Net Liquidation Proceeds, Repurchase Proceeds and scheduled principal payments,
in that order, included in Available Funds for such Loan Group and such Distribution Date and available
to be distributed on the Certificates on such Distribution Date. With respect to any Class A
Certificate or Class B Certificate as of any Distribution Date, the Net Deferred Interest will be an
amount equal to the product of (1) the difference, if any, between (a) the lesser of (i) the
Pass-Through Rate for such Class without regard to the related Net Rate Cap on such Distribution Date and
(ii) the related Net Rate Cap on such Distribution Date and (b) the Adjusted Rate Cap for such
Distribution Date, (2) the Current Principal Amount of such Certificate immediately prior to such
Distribution Date, and (3) the actual number of days in such Interest Accrual Period divided by 360.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any,
for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution
Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of
(i) Liquidation Expenses which are payable therefrom to the Servicer in accordance with this Agreement
and (ii) unreimbursed advances by the Servicer and unreimbursed Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to time less the Servicing Fee Rate, expressed as a per annum rate.
Net Rate Cap: For any Distribution Date, (A) with respect to the Group I Offered Certificates
(other than the Class X Certificates) and the Underlying Class I-A-2B Certificates, is equal to the
weighted average of the Net Rates of the Group I Mortgage Loans less the Coupon Strip Rate, if
applicable and less the Pass-Through Rate on the Class X Certificates multiplied by a fraction whose
numerator is the Class I-X Notional Amount and whose denominator is the aggregate Stated Principal
Balance of the Group I Mortgage Loans immediately prior to such Distribution Date and (B) with respect
to the Group II Offered Certificates, the Underlying Class II-A-2B Certificates and the Class II-B-5
Certificates, is equal to the weighted average of the Net Rates of the Group II Mortgage Loans, in each
case as adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities issued by the NIM Issuer and secured or otherwise backed
by some or all of the Certificates.
NIM Trustee: The trustee for the NIM Securities.
Non-Offered Certificates: The Underlying Class I-A-2B, Underlying Class II-A-2B, Class I-XP-1,
Class I-XP-2, Class R, Class R-X, Class II-XP, Class I-B-IO and Class II-B-IO Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is
proposed to be made by the Servicer or the Trustee (as successor Servicer) and (ii) which, in the good
faith judgment of the Servicer or the Trustee, will not or, in the case of a proposed advance or Monthly
Advance, would not, be ultimately recoverable by the Servicer or the Trustee (as successor Servicer)
from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such
advance or Monthly Advance was made or is proposed to be made.
Notional Amount: The Class I-X Notional Amount, the Class I-B-IO Notional Amount or the Class
II-B-IO Notional Amount, as applicable.
Offered Certificates: The Group I Offered Certificates and the Group II Offered Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President or Assistant Vice President or other authorized officer of
the Servicer or the Depositor, as applicable, and delivered to the Trustee, as required by this
Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the
Trustee on the related LIBOR 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 LIBOR
Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for the first
Interest Accrual Period shall be the rate determined by the Trustee two Business Days prior to the
Closing Date. If such rate does not appear on such page (or such other page as may replace that page on
that service, or if such service is no longer offered, such other service for displaying One-Month LIBOR
or comparable rates as may be reasonably selected by the Trustee), One-Month LIBOR for the applicable
Interest Accrual Period will be the Reference Bank Rate. If no such quotations can be obtained by the
Trustee and no Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to
the preceding Interest Accrual Period. The Trustee's determination of One-Month LIBOR and the
Pass-Through Rate for each Class of Certificates, if applicable, for any Interest Accrual Period shall,
in the absence of manifest error, be final and binding.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee and
who, unless required to be Independent (an "Opinion of Independent Counsel"), may be internal counsel
for the Company, the Servicer or the Depositor.
Optional Termination Date: With respect to Loan Group I, the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 10% of the Cut-off Date
Balance of the Group I Mortgage Loans, and with respect to Loan Group II, the Distribution Date on which
the aggregate Stated Principal Balance of the Group II Mortgage Loans is less than 10% of the Cut-off
Date Balance of the Group II Mortgage Loans.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or
(ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and
(ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the
Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such
Due Date, was not the subject of a Principal Prepayment in full, did not become a Liquidated Mortgage
Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal
balance of the related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to the extent applied
to principal.
Overcollateralization Amount: The Group I Overcollateralization Amount or the Group II
Overcollateralization Amount, as applicable.
Overcollateralization Release Amount: The Group I Overcollateralization Release Amount or the
Group II Overcollateralization Release Amount, as applicable.
Overcollateralization Target Amount: The Group I Overcollateralization Target Amount or the
Group II Overcollateralization Target Amount, as applicable.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as
provided with respect thereto in Section 5.01(c).
Paying Agent: The Trustee.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made
to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless
of changes in the applicable Index.
Permitted Investments: At any time, any one or more of the following obligations and securities:
(i) obligations of the United States or any agency thereof, provided such obligations are
backed by the full faith and credit of the United States;
(ii) general obligations of or obligations guaranteed by any state of the United States or the
District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower
rating as will not result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency;
(iii) commercial or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
(iv) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any
depository institution or trust company incorporated under the laws of the United States or of any state
thereof and subject to supervision and examination by federal and/or state banking authorities
(including the Trustee in its commercial banking capacity), provided that the commercial paper and/or
long term unsecured debt obligations of such depository institution or trust company are then rated one
of the two highest long-term and the highest short-term ratings of each such Rating Agency for such
securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then
assigned to the Certificates by any Rating Agency;
(v) demand or time deposits or certificates of deposit issued by any bank or trust company or
savings institution to the extent that such deposits are fully insured by the FDIC;
(vi) guaranteed reinvestment agreements issued by any bank, insurance company or other
corporation containing, at the time of the issuance of such agreements, such terms and conditions as
will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any
such Rating Agency;
(vii) repurchase obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust company (acting as principal)
described in clause (iv) above;
(viii) securities (other than stripped bonds, stripped coupons or instruments sold at a
purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United States or any state thereof which,
at the time of such investment, have one of the two highest long term ratings of each Rating Agency
(except if the Rating Agency is Moody's, such rating shall be the highest commercial paper rating of
Moody's for any such securities), or such lower rating as will not result in the downgrading or
withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a
signed writing delivered by each Rating Agency;
(ix) interests in any money market fund (including any such fund managed or advised by the
Trustee or Master Servicer or any affiliate thereof) which at the date of acquisition of the interests
in such fund and throughout the time such interests are held in such fund has the highest applicable
long term rating by each Rating Agency or such lower rating as will not result in the downgrading or
withdrawal of the ratings then assigned to the Certificates by each Rating Agency;
(x) short term investment funds sponsored by any trust company or banking association
incorporated under the laws of the United States or any state thereof (including any such fund managed
or advised by the Trustee or any affiliate thereof) which on the date of acquisition has been rated by
each Rating Agency in their respective highest applicable rating category or such lower rating as will
not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each
Rating Agency; and
(xi) such other investments having a specified stated maturity and bearing interest or sold at
a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the
rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
provided, that no such instrument shall be a Permitted Investment if such instrument (i)
evidences the right to receive interest only payments with respect to the obligations underlying such
instrument, (ii) is purchased at a premium or (iii) is purchased at a deep discount; provided further
that no such instrument shall be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the interest payments with
respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at
par of such underlying obligations, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market funds pursuant to clause
(viii) above); provided further that no amount beneficially owned by any 2006-AR3 REMIC may be invested
in investments (other than money market funds) treated as equity interests for federal income tax
purposes, unless the Trustee shall receive an Opinion of Counsel, at the expense of the Trustee, to the
effect that such investment will not adversely affect the status of any such REMIC as a REMIC under the
Code or result in imposition of a tax on any such REMIC. Permitted Investments that are subject to
prepayment or call may not be purchased at a price in excess of par.
Permitted Transferee: Any Person other than a Disqualified Organization or an "electing large
partnership" (as defined by Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization or government or any agency
or political subdivision thereof.
Physical Certificates: The Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Prepayment Charges: With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a Principal Prepayment of such Mortgage Loan in accordance with the terms thereof.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to
which such Prepayment Charge the related Class XP Certificates are entitled, as indicated on the
Mortgage Loan Schedule.
Prepayment Interest Shortfalls: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment during the prior calendar month or that became a
Liquidated Mortgage 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, 3.21 or 10.01
hereof), the amount, if any, by which (i) one month's interest at the applicable Net Rate on the Stated
Principal Balance 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) any Prepayment Charges and (b) the Servicing Fee.
Prepayment Period: With respect to any Distribution Date and (i) Principal Prepayments in
full, the period from the sixteenth day of the calendar month preceding the calendar month in which such
Distribution Date occurs through the close of business on the fifteenth day of the calendar month in
which such Distribution Date occurs, and (ii) Liquidation Proceeds, Realized Losses, Subsequent
Recoveries and partial Principal Prepayments, the prior calendar month.
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 therefore through the related Interest Accrual Period for such Class relating to a
Distribution Date.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in The
Wall Street Journal.
Principal Distribution Amount: The Group I Principal Distribution Amount or the Group II
Principal Distribution Amount, as applicable.
Principal Funds: With respect to each Loan Group and each Distribution Date, (i) the greater of
zero and the sum, without duplication, of (a) all scheduled principal collected on the Mortgage Loans in
the related Loan Group during the related Due Period, (b) all Monthly Advances relating to principal
made on the Mortgage Loans in the related Loan Group on or before the Distribution Account Deposit Date,
(c) Principal Prepayments on the Mortgage Loans in the related Loan Group, exclusive of Prepayment
Charges collected during the related Prepayment Period, (d) the Stated Principal Balance of each
Mortgage Loan in the related Loan Group that was repurchased by the Sponsor pursuant to Section 2.02,
2.03 or 3.21 during the related Due Period, (e) the aggregate of all Substitution Adjustment Amounts in
connection with the substitution of Mortgage Loans in the related Loan Group pursuant to Section 2.04
during the related Due Period, (f) amounts in respect of principal paid by the Depositor pursuant to
Section 10.01 allocated to the related Loan Group, (g) all Liquidation Proceeds and Subsequent
Recoveries collected during the related Prepayment Period on the Mortgage Loans in the related Loan
Group, to the extent such proceeds relate to principal, in each case to the extent remitted by the
Servicer to the Distribution Account pursuant to this Agreement and (h) the principal portions of the
amounts, if any, transferred from the Final Maturity Reserve Account allocated to Loan Group I on such
Distribution Date minus (ii) (a) all amounts required to be reimbursed pursuant to Sections 4.01, 4.03
and 4.05 or as otherwise set forth in this Agreement and (b) the amount of any Principal Prepayments in
full, partial Principal Prepayments, Net Liquidation Proceeds, Repurchase Proceeds and payments of
Scheduled Principal, in that order, included in Available Funds allocated to the related Loan Group for
such Distribution Date that are applied as Interest Funds in connection with any Deferred Interest in
accordance with the definition of Net Deferred Interest.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it 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, including Insurance Proceeds and Repurchase
Proceeds, but excluding the principal portion of Net Liquidation Proceeds received at the time a
Mortgage Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Non-Offered Certificates.
Prospectus: The prospectus, dated October 23, 2006, as supplemented by the prospectus
supplement dated October 30, 2006 (as the same may be supplemented from time to time), relating to the
offering of the Offered Certificates.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities
Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or
states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly
authorized and licensed in such state or states to transact the type of insurance business in which it
is engaged and approved as an insurer by the Servicer, so long as the claims paying ability of which is
acceptable to the Rating Agencies for pass-through certificates having the same rating as the
Certificates rated by the Rating Agencies as of the Closing Date.
Rating Agencies: Xxxxx'x and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the
Outstanding Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon
at the Mortgage Interest Rate through the last day of the month of such liquidation, less (y) the Net
Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged Property. In addition,
to the extent the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount
of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries
are applied to reduce the Current Principal Amount of any Class of Certificates (other than the Class
XP, Class X, Class B-IO and Residual Certificates) on any Distribution Date. As to any Mortgage Loan
which has become the subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, then "Realized Loss" is the difference between the principal balance of
such Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance
of such Mortgage Loan as reduced by the Deficient Valuation.
Record Date: For each Class of Offered Certificates (other than the Class X Certificates), the
Underlying Certificates and the Class II-B-5 Certificates and for any Distribution Date, the close of
business on the Business Day prior to such Distribution Date. For the Class X Certificates and for any
Distribution Date, the last Business Day of the prior calendar month.
Reference Bank: A leading bank selected by the Trustee that is engaged in transactions in
Eurodollar deposits in the international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, 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 amounts approximately equal to the aggregate Current Principal Amount of the
Offered Certificates for such Interest Accrual Period, provided that at least two such Reference Banks
provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the
arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the rates
quoted by one or more major banks in New York City, selected by the Trustee, as of 11:00 a.m., New York
City time, on such date for loans in U.S. dollars to leading European banks for a period of one month in
amounts approximately equal to the aggregate Current Principal Amount of the Offered Certificates.
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.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating
Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).
Relief Act: The Servicemembers' Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been
reduced due to the application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date and each Loan Group, the related
Excess Spread remaining after distribution of any related Extra Principal Distribution Amount for such
Distribution Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Administrator: The Trustee; provided that if the REMIC Administrator is found by a court
of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under
this Agreement the Servicer shall appoint a successor REMIC Administrator, subject to assumption of the
REMIC Administrator obligations under this Agreement.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action
described therein would not, under the REMIC Provisions, (i) cause any 2006-AR3 REMIC to fail to qualify
as a REMIC while any regular interest in such 2006-AR3 REMIC is outstanding, (ii) result in a tax on
prohibited transactions with respect to any 2006-AR3 REMIC or (iii) constitute a taxable contribution to
any 2006-AR3 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I Regular Interests, REMIC II Regular Interests,
REMIC III Regular Interests and REMIC IV Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, exclusive of any assets held in the Final Maturity Reserve Account,
consisting of:
(a) the Group I Mortgage Loans and the related Mortgage Files and collateral securing such
Mortgage Loans,
(b) all payments on and collections in respect of the Group I Mortgage Loans due after the
Cut-off Date as shall be on deposit in the Custodial Account or in the Distribution Account (other than
amounts representing Prepayment Charges in respect of Prepayment Charge Loans) and identified as
belonging to the Trust Fund,
(c) property that secured a Group I Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policy, if any, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For any Distribution Date, the Available Funds with
respect to Loan Group I.
REMIC I Distribution Amount: On each Distribution Date, the REMIC I Available Distribution
Amount, in the following order of priority, shall be distributed by REMIC I to REMIC III on account of
the REMIC I Regular Interests and to the Holders of the Class R Certificates in respect of Component I
thereof:
(i) to REMIC III as the holder of REMIC I Regular Interests, pro rata, in
an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC I Regular
Interest for such Distribution Date reduced, in each case, by any Net Deferred Interest
allocated to such REMIC I Regular Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(ii) to REMIC III as the holder of REMIC I Regular Interests LT1,
LT2, LT3 and LT4, in an amount equal to the remainder of the REMIC I Available Distribution
Amount after the distributions made pursuant to clause (i) above, allocated as follows:
(A) in respect of REMIC I Regular Interests LT2, LT3 and LT4,
their respective Principal Distribution Amounts;
(B) in respect of REMIC I Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of each of REMIC I Regular Interests (other
than REMIC I Regular Interests LT1 and W), pro rata according to their
respective Uncertificated Principal Balances as reduced by the distributions
deemed made pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
(iii) any remaining amounts to the Holders of the Class R
Certificates in respect of Component I thereof.
REMIC I Interest: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Net Deferred Interest: Net Deferred Interest for Loan Group I for any Distribution
Date shall be allocated to REMIC I Regular Interest LT1 in reduction of the portion of the
Uncertificated Accrued Interest thereon distributable on the related Distribution Date and shall result
in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.
REMIC I Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Regular Interests will be reduced on such Distribution
Date by the allocation of REMIC I Realized Losses and REMIC I Net Deferred Interest and the distribution
of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings
set forth below:
Y1 = the Uncertificated Principal Balance of REMIC I Regular Interest LT1 after
distributions and the allocation of REMIC I Net Deferred Interest and REMIC I Realized Losses on the
prior Distribution Date.
Y2 = the Uncertificated Principal Balance of REMIC I Regular Interest LT2 after
distributions and the allocation of REMIC I Realized Losses on the prior Distribution Date.
Y3 = the Uncertificated Principal Balance of REMIC I Regular Interest LT3 after
distributions and the allocation of REMIC I Realized Losses on the prior Distribution Date.
Y4 = the Uncertificated Principal Balance of REMIC I Regular Interest LT4 after
distributions and the allocation of REMIC I Realized Losses on the prior Distribution Date (note: Y3 =
Y4).
ΔY1 = the REMIC I Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC I Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC I Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests after distributions and the allocation of REMIC I Realized Losses and REMIC I Net Deferred
Interest on the prior Distribution Date.
P1 = the aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests after distributions and the allocation of REMIC I Realized Losses and REMIC I Net Deferred
Interest to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC I Principal Reduction Amounts.
= the aggregate of the REMIC I Net Deferred Interest and principal portions of
REMIC I Realized Losses to be allocated to, and the principal distributions to be made on, the Group I
Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the
Class I-X and Class I-B-IO Certificates for prior Distributions Dates).
R0 = the Modified Net Rate Cap for the Certificates related Loan Group I after
giving effect to amounts distributed and REMIC I Realized Losses and REMIC I Net Deferred Interest
allocated on the prior Distribution Date.
R1 = the Modified Net Rate Cap for the Certificates related to Loan Group I after
giving effect to amounts to be distributed and REMIC I Realized Losses and REMIC I Net Deferred Interest
to be allocated on such Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first
Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum for all Classes of Group I Certificates (other than
the Class I-B-IO Certificates and the Class I-X Certificates) of the product for each Class of (i) the
monthly interest rate (as limited by the Modified Net Rate Cap, if applicable) for such Class applicable
for distributions to be made on such Distribution Date and (ii) the aggregate Current Principal Amount
for such Class after distributions and the allocation of REMIC I Realized Losses and REMIC I Net
Deferred Interest on the prior Distribution Date and (B) R0*P0.
γ1 = the lesser of (A) the sum for all Classes of Group I Certificates (other than
the Class I-B-IO Certificates and the Class I-X Certificates) of the product for each Class of (i) the
monthly interest rate (as limited by the Modified Net Rate Cap, if applicable) for such Class applicable
for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Current
Principal Amount for such Class after distributions and the allocation of REMIC I Realized Losses and
REMIC I Net Deferred Interest to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 = (α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1) If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2) If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on Mortgage Loans in Loan
Group I for the related Due Period shall be allocated to REMIC I Regular Interests LT1, LT2, LT3 and LT4
as follows: The interest portion of such Realized Losses, if any, shall be allocated to such REMIC I
Regular Interests, pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any
specific Mortgage Loan and allocated pursuant to the succeeding sentences. The principal portion of such
Realized Losses shall be allocated to such REMIC I Regular Interests as follows: (1) first, to REMIC I
Regular Interests LT2, LT3 and LT4, pro rata according to their respective REMIC I Principal Reduction
Amounts, provided that such allocation to such REMIC I Regular Interests shall not exceed their
respective REMIC I Principal Reduction Amounts for such Distribution Date, and (2) second, any Realized
Losses not allocated to such REMIC I Regular Interests pursuant to the proviso of clause (1) above shall
be allocated to REMIC I Regular Interest LT1.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC I set forth in Section 5.01(c) and issued hereunder and designated as a "regular interest" in
REMIC I. Each REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC I Regular Interest in Section 5.01(c), 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 Section 5.01(c). The designations for the respective
REMIC I Regular Interests are set forth in Section 5.01(c).
REMIC I Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC I Regular Interest LT1 Principal Reduction Amount for such Distribution
Date over the REMIC I Realized Losses and REMIC I Net Deferred Interest allocated to REMIC I Regular
Interest LT1 on such Distribution Date.
REMIC I Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC I Regular Interest LT2 Principal Reduction Amount for such Distribution
Date over the REMIC I Realized Losses allocated to REMIC I Regular Interest LT2 on such Distribution
Date.
REMIC I Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC I Regular Interest LT3 Principal Reduction Amount for such Distribution
Date over the REMIC I Realized Losses allocated to REMIC I Regular Interest LT3 on such Distribution
Date.
REMIC I Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC I Regular Interest LT4 Principal Reduction Amount for such Distribution
Date over the REMIC I Realized Losses allocated to REMIC I Regular Interest LT4 on such Distribution
Date.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing
such Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Custodial Account or in the Distribution Account (other
than amounts representing Prepayment Charges in respect of Prepayment Charge Loans) and identified as
belonging to the Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policy, if any, and
(e) all proceeds of clauses (a) through (d) above.
REMIC II Available Distribution Amount: For any Distribution Date, the Available Funds with
respect to Loan Group II.
REMIC II Distribution Amount: On each Distribution Date, the REMIC II Available Distribution
Amount, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of
the REMIC II Regular Interests and to the Holders of the Class R Certificates in respect of Component II
thereof:
(i) to REMIC III as the holder of the REMIC II Regular Interests, pro
rata, in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC II
Regular Interest for such Distribution Date reduced, in each case, by any Net Deferred Interest
allocated to such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(ii) to REMIC III as the holder of the REMIC II Regular
Interests, in an amount equal to the remainder of the REMIC II Available Distribution Amount
after the distributions made pursuant to clause (i) above, allocated as follows:
(A) in respect of REMIC II Regular Interests LT6, LT7 and LT8,
their respective Principal Distribution Amounts;
(B) in respect of REMIC II Regular Interest LT5 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of each of the REMIC II Regular Interests
(other than REMIC II Regular Interest LT5), pro rata according to their
respective Uncertificated Principal Balances as reduced by the distributions
deemed made pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
(iii) any remaining amounts to the Holders of the Class R
Certificates in respect of Component II thereof.
REMIC II Interest: The REMIC II Regular Interests and Component II of the Class R Certificates.
REMIC II Net Deferred Interest: Net Deferred Interest for Loan Group II for any Distribution
Date shall be allocated to REMIC II Regular Interest LT5 in reduction of the portion of the
Uncertificated Accrued Interest thereon distributable on the related Distribution Date and shall result
in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Regular Interests will be reduced on such Distribution
Date by the allocation of REMIC II Realized Losses and REMIC II Net Deferred Interest and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings
set forth below:
Y5 = the Uncertificated Principal Balance of REMIC II Regular Interest LT5 after
distributions and the allocation of REMIC II Net Deferred Interest and REMIC II Realized Losses on the
prior Distribution Date.
Y6 = the Uncertificated Principal Balance of REMIC II Regular Interest LT6 after
distributions and the allocation of REMIC II Realized Losses on the prior Distribution Date.
Y7 = the Uncertificated Principal Balance of REMIC II Regular Interest LT7
after distributions and the allocation of REMIC II Realized Losses on the prior Distribution Date.
Y8 = the Uncertificated Principal Balance of REMIC II Regular Interest LT8
after distributions and the allocation of REMIC II Realized Losses on the prior Distribution Date.
(note: Y7 = Y8).
ΔY5 = the REMIC II Regular Interest LT5 Principal Reduction Amount.
ΔY6 = the REMIC II Regular Interest LT6 Principal Reduction Amount.
ΔY7 = the REMIC II Regular Interest LT7 Principal Reduction Amount.
ΔY8 = the REMIC II Regular Interest LT8 Principal Reduction Amount.
Q0 = the aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests after distributions and the allocation of REMIC II Realized Losses and REMIC II Net Deferred
Interest on the prior Distribution Date.
Q1 = the aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests after distributions and the allocation of REMIC II Realized Losses and REMIC II Net Deferred
Interest to be made on such Distribution Date.
ΔQ = Q0 - Q1 = the aggregate of the REMIC II Principal Reduction Amounts.
= the aggregate of the REMIC II Net Deferred Interest and principal portions of
REMIC II Realized Losses to be allocated to, and the principal distributions to be made on, the Group II
Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the
Class II-B-IO Certificates for prior Distribution Dates).
S0 = the weighted average (stated as a monthly rate) of the Net Rates on the
Mortgage Loans in Loan Group II after giving effect to amounts distributed and REMIC II Realized Losses
and REMIC II Net Deferred Interest allocated on the prior Distribution Date.
S1 = the weighted average (stated as a monthly rate) of the Net Rates on the
Mortgage Loans in Loan Group II after giving effect to amounts to be distributed and REMIC II Realized
Losses and REMIC II Net Deferred Interest to be allocated on such Distribution Date.
β = (Y6 + Y7)/Q0. The initial value of β on the Closing Date for use on the first
Distribution Date shall be 0.0001.
Γ0 = the lesser of (A) the sum for all Classes of Group II Certificates (other than
the Class II-B-IO Certificates) of the product for each Class of (i) the monthly interest rate (as
limited by the Net Rate Cap for Loan Group II, if applicable) for such Class applicable for
distributions to be made on such Distribution Date and (ii) the aggregate Current Principal Amount for
such Class after distributions and the allocation of REMIC II Realized Losses and REMIC II Net Deferred
Interest on the prior Distribution Date and (B) S0*Q0.
Γ1 = the lesser of (A) the sum for all Classes of Group II Certificates (other than
the Class II-B-IO Certificates) of the product for each Class of (i) the monthly interest rate (as
limited by the Net Rate Cap for Loan Group II, if applicable) for such Class applicable for
distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Current
Principal Amount for such Class after distributions and the allocation of REMIC II Realized Losses and
REMIC II Net Deferred Interest to be made on such Distribution Date and (B) S1*Q1.
Then, based on the foregoing definitions:
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8;
ΔY6 = (β/2){(Γ0S1 - Γ1S0)/S0S1};
ΔY7 = βΔQ - ΔY6; and
ΔY8 = ΔY7.
if both ΔY6 and ΔY7, as so determined, are non-negative numbers. Otherwise:
(1) If ΔY6, as so determined, is negative, then
ΔY6 = 0;
ΔY7 = β{Γ1S0Q0 - Γ0S1Q1}/{Γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
(2) If ΔY7, as so determined, is negative, then
ΔY7 = 0;
ΔY6 = β{Γ1S0Q0 - Γ0S1Q1}/{2S1S0Q1 - Γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
REMIC II Realized Losses: For any Distribution Date, Realized Losses on Mortgage Loans in Loan
Group II for the related Due Period shall be allocated to REMIC II Regular Interests LT5, LT6, LT7 and
LT8 as follows: The interest portion of such Realized Losses, if any, shall be allocated to such REMIC
II Regular Interests, pro rata according to the amount of interest accrued but unpaid thereon, in
reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated
pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not
attributable to any specific Mortgage Loan and allocated pursuant to the succeeding sentences. The
principal portion of such Realized Losses shall be allocated to such REMIC II Regular Interests as
follows: (1) first, to REMIC II Regular Interests LT6, LT7 and LT8, pro rata according to their
respective REMIC II Principal Reduction Amounts, provided that such allocation to such REMIC II Regular
Interests shall not exceed their respective REMIC II Principal Reduction Amounts for such Distribution
Date, and (2) second, any Realized Losses not allocated to such REMIC II Regular Interests pursuant to
the proviso of clause (1) above shall be allocated to REMIC II Regular Interest LT5.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC II set forth in Section 5.01(c) and issued hereunder and designated as a "regular interest" in
REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC II Regular Interest in Section 5.01(c), 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 Section 5.01(c). The designations for the respective
REMIC II Regular Interests are set forth in Section 5.01(c).
REMIC II Regular Interest LT5 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT5 Principal Reduction Amount for such Distribution
Date over the REMIC II Realized Losses and REMIC II Net Deferred Interest allocated to REMIC II Regular
Interest LT5 on such Distribution Date.
REMIC II Regular Interest LT6 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT6 Principal Reduction Amount for such Distribution
Date over the REMIC II Realized Losses allocated to REMIC II Regular Interest LT6 on such Distribution
Date.
REMIC II Regular Interest LT7 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT7 Principal Reduction Amount for such Distribution
Date over the REMIC II Realized Losses allocated to REMIC II Regular Interest LT7 on such Distribution
Date.
REMIC II Regular Interest LT8 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT8 Principal Reduction Amount for such Distribution
Date over the REMIC II Realized Losses allocated to REMIC II Regular Interest LT8 on such Distribution
Date.
REMIC III: That group of assets contained in the Trust Fund designated as a REMIC consisting
of the REMIC I Regular Interests and the REMIC II Regular Interests and any proceeds thereof.
REMIC III Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC I Regular Interests and the REMIC II Regular Interests pursuant to
Section 6.07.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution
Amount shall be deemed distributed by REMIC III to the holders of the Certificates (other than the Class
R, Class R-X, Class B-IO and Class XP Certificates) on account of the REMIC III Regular Interests (other
than REMIC III Regular Interests I-B-IO, I-B-IO-P, II-B-IO and II-B-IO-P), to REMIC IV on account of
REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and to the holders of Class R
Certificates in respect of Component III thereof, as follows: to each REMIC III Regular Interest in
respect of Uncertificated Accrued Interest thereon and the Uncertificated Principal Balance thereof, the
amount distributed in respect of interest and principal on the Class or Classes of Certificates bearing
the same designation (with such amounts having the same character as interest or principal with respect
to the REMIC III Regular Interest as they have with respect to such Certificates), except that (1) no
amount paid to any Certificate in respect of any Basis Risk Shortfall or Basis Risk Shortfall Carry
Forward Amount or, in the case of the Class I-A Certificates or Class I-B Certificates, in respect of
interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap, shall be included in the
amount paid in respect of the related REMIC III Regular Interest and (2) any amount paid in respect of
Basis Risk Shortfalls, Basis Risk Shortfall Carryforward Amounts and, in the case of the Class I-A and
Class I-B Certificates, interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap,
shall be deemed paid with respect to REMIC III Regular Interest I-B-IO-I or REMIC III Regular Interest
II-B-IO-I, as applicable, in respect of accrued and unpaid interest thereon. Any remaining amount of
the REMIC III Available Distribution Amount shall be distributed to the holders of the Class R
Certificates in respect of Component III thereof.
REMIC III Interests: The REMIC III Regular Interests and Component III of the Class R
Certificates.
REMIC III Net Deferred Interest: Net Deferred Interest for any Distribution Date shall be
allocated to the REMIC III Regular Interests to the same extent that Net Deferred Interest is allocated
to the Class of Certificates bearing the same designation, except that any Net Deferred Interest
allocated to a Class of Class I-A Certificates or Class I-B Certificates in respect of interest accrued
thereon at a Pass-Through Rate in excess of the Modified Net Rate Cap, if applicable, shall instead be
allocated to REMIC III Regular Interest I-B-IO-I.
REMIC III Regular Interest: Any of the separate beneficial ownership interests in REMIC III
set forth in Section 5.01(c) and issued hereunder and designated as a "regular interest" in REMIC III.
Each REMIC III Regular Interest (other than REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I
and II-B-IO-P) shall accrue interest at the Pass-Through Rate for the Class of Certificates bearing the
same designation specified in Section 5.01(c), modified as provided in the footnotes of the REMIC III
table, if applicable. REMIC III Regular Interest I-B-IO-I shall accrue interest at the Class I-B-IO
Pass-Through Rate. REMIC III Regular Interest II-B-IO-I shall accrue interest at the Class II-B-IO
Pass-Through Rate. REMIC III Regular Interests I-B-IO-P and II-B-IO-P shall accrue no interest. Each
REMIC III Regular Interest (other than REMIC III Regular Interests I-B-IO-I and II-B-IO-I) shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate
amount equal to the Current Principal Amount of the Class of Certificates bearing the same designation
as set forth in Section 5.01(c). The designations for the respective REMIC III Regular Interests are
set forth in Section 5.01(c).
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of
REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P
pursuant to Section 6.07.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution
Amount shall be deemed distributed by REMIC IV to the holders of the Class I-B-IO Certificates the
amounts deemed distributed with respect to REMIC III Regular Interests I-B-IO-I and I-B-IO-P and to the
holders of the Class II-B-IO Certificates the amounts deemed distributed with respect to REMIC III
Regular Interests II-B-IO-I and II-B-IO-X.
XXXXX XX Interests: The REMIC IV Regular Interests and the Class R-X Certificates.
REMIC IV Regular Interests: The separate beneficial ownership interests in REMIC IV set forth
in Section 5.01(c) and issued hereunder and designated as "regular interests" in REMIC IV. The REMIC IV
Regular Interests shall accrue interest at the Uncertificated Pass-Through Rate specified for the
REMIC IV Regular Interests in Section 5.01(c). The designations for the REMIC IV Regular Interests are
set forth in Section 5.01(c).
REO Acquisition: The acquisition by the Servicer on behalf of the Trustee for the benefit of
the Certificateholders of any REO Property pursuant to Section 3.15.
REO Disposition: As to any REO Property, a determination by the Servicer that it has received
all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property.
REO Property: A Mortgaged Property acquired in the name of the Trust, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(iii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect
thereto) required to be repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement or
Article II of this Agreement, an amount equal to the excess of (i) the sum of (a) 100% of the
Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the
date of the acquisition), (b) accrued but unpaid interest on the Outstanding Principal Balance at the
related Mortgage Interest Rate, through and including the last day of the month of repurchase, and
(c) any costs and damages (if any) incurred by the Trust in connection with any violation of such
Mortgage Loan of any predatory or abusive lending laws over (ii) any portion of the Servicing
Compensation, Monthly Advances and advances payable to the purchaser of the Mortgage Loan.
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan
by the Sponsor and any cash deposit in connection with the substitution of a Mortgage Loan.
Request for Release: A request for release in the form attached hereto as Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this Agreement with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Trustee pursuant to
Section 4.08 hereof.
Residual Certificates: The Class R Certificates and the Class R-X Certificates.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee (or any
successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant
Secretary, any trust officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and having direct responsibility for
the administration of this Agreement, and any other officer of the Trustee to whom a matter arising
hereunder may be referred.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private
Certificate (which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined
under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2
hereto.
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in
interest.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretation thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 3.18(a)(iv).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment
or payments of principal and interest due during such Due Period on such Mortgage Loan which either is
payable by a Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO
Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Legend: "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 OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY,
OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,
UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE
TRUSTEE AND THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE
PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property
securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure
debt or security deed, including any riders or addenda thereto.
Senior Certificates: The Class A Certificates and the Class X Certificates.
Servicer: As of the Closing Date, EMC Mortgage Corporation and, thereafter, its respective
successors in interest that meet the qualifications of this 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 any Mortgage Loan and a Distribution Date, an amount equal to the product
of (i) the Stated Principal Amount of such Mortgage Loan as of the Due Date in the month preceding the
month in which such Distribution Date occurs and (ii) the Servicing Fee Rate, or, in the event of any
payment of interest that accompanies a Principal Prepayment in full during the related Due Period made
by the Mortgagor immediately prior to such prepayment, interest at the related Servicing Fee Rate on the
Stated Principal Amount of such Mortgage Loan for the period covered by such payment of interest.
Servicing Fee Rate: As to any Mortgage Loan, 0.375% per annum.
Servicing Officer: The President or a Vice President or Assistant Vice President or other
authorized officer of the Servicer having direct responsibility for the administration of this Agreement,
and any other authorized officer of the Servicer to whom a matter arising hereunder may be referred.
Significance Estimate: Each of the Group I Significance Estimate and the Group II Significance
Estimate, as applicable.
Significance Percentage: Each of the Group I Significance Percentage and the Group II
Significance Percentage, as applicable.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.
Startup Day: October 31, 2006.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property and any
Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date (taking account of
the Principal Payment to be made on such Due Date and irrespective of any delinquency in its payment),
as specified in the amortization schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-Off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace period) plus any amount
by which the Principal Balance thereof has been increased for Deferred Interest pursuant to the terms of
the related Mortgage Note on or prior to such Distribution Date, minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during each Due Period ending
prior to such Distribution Date (and irrespective of any delinquency in their payment), (ii) all
Principal Prepayments with respect to such Mortgage Loan received prior to or during the related
Prepayment Period, (iii) all Liquidation Proceeds to the extent applied by the Servicer as recoveries of
principal in accordance with this Agreement with respect to such Mortgage Loan, that were received by
the Servicer as of the close of business on the last day of the calendar month related to such
Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred prior to or during the
preceding calendar month. The Stated Principal Balance of a Liquidated Mortgage Loan equals zero.
Stepdown Date: (a) With respect to Loan Group I, the earlier to occur of (i) the Distribution
Date on which the aggregate Current Principal Amount of the Class I-A Certificates has been reduced to
zero and (ii) the later to occur of (x) the Distribution Date occurring in November 2009 and (y) the
first Distribution Date for which the aggregate Current Principal Amount of the Subordinate Certificates
in the Loan Group I plus the related Overcollateralization Amount divided by the aggregate Stated
Principal Balance of the Group I Mortgage Loans is greater than or equal (i) prior to the Distribution
Date in October 2012, 26.000% and (ii) on or after the Distribution Date in October 2012, 20.800%; or
(b) with respect to Loan Group II, the earlier to occur of (i) the Distribution Date on which the
aggregate Current Principal Amount of the Class II-A Certificates has been reduced to zero and (ii) the
later to occur of (x) the Distribution Date occurring in November 2009 and (y) the first Distribution
Date for which the aggregate Current Principal Amount of the Subordinate Certificates in the Loan Group
II plus the related Overcollateralization Amount divided by the aggregate Stated Principal Balance of
the Group II Mortgage Loans is greater than or equal (i) prior to the Distribution Date in October 2012,
25.750% and (ii) on or after the Distribution Date in October 2012, 20.600%.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subordinate Certificates: With respect to Loan Group I, the Class I-B Certificates and with
respect to Loan Group II, the Class II-B Certificates, as applicable.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related
Prepayment Period by the Servicer (net of any related expenses permitted to be reimbursed pursuant to
Section 4.02) or surplus amounts held by the Servicer to cover estimated expenses (including, but not
limited to, recoveries in respect of the representations and warranties made by the Sponsor pursuant to
the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage Loan or the
disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss,
after liquidation or disposition of such Mortgage Loan.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Servicer under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Substitute Mortgage Loan: A mortgage loan tendered to the Trust pursuant to the Mortgage Loan
Purchase Agreement or Section 2.04 of this Agreement, as applicable, in each case, (i) which has an
Outstanding Principal Balance not greater nor materially less than the Mortgage Loan for which it is to
be substituted; (ii) which has a Mortgage Interest Rate and Net Rate not less than, and not materially
greater than, such Mortgage Loan; (iii) which has a maturity date not materially earlier or later than
such Mortgage Loan and not later than the latest maturity date of any Mortgage Loan; (iv) which is of
the same property type and occupancy type as such Mortgage Loan; (v) which has a Loan-to-Value Ratio not
greater than the Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of
principal and interest as of the date of substitution; (vii) as to which the payment terms do not vary
in any material respect from the payment terms of the Mortgage Loan for which it is to be substituted,
(viii) which has a Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those
of such Mortgage Loan, has the same Index and interval between Interest Adjustment Dates as such
Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan and (ix)
has a negative amortization cap of no more than that of the Mortgage Loan for which it is to be
substituted.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Sponsor to the
Trustee for deposit in the Distribution Account pursuant to Section 2.04 in connection with the
substitution of a Mortgage Loan.
Swap Agreement: Each of (i) the ISDA Master Agreement and related Confirmation, dated as of
October 31, 2006, between the Swap Counterparty and the Grantor Trustee with respect to the Underlying
Class I-A-2B Certificates and (ii) the ISDA Master Agreement and related Confirmation, dated as of
October 31, 2006, between the Swap Counterparty and the Grantor Trustee with respect to the Underlying
Class II-A-2B Certificates.
Swap Counterparty: Bear Xxxxxxx Capital Markets Inc., or any successor swap counterparty
appointed in accordance with each of the Swap Agreements.
Tax Administration and Tax Matters Person: The Trustee and any successor thereto or assignee
thereof shall serve as tax administrator hereunder and as agent for the Tax Matters Person. The Holder
of the largest percentage interest of each Class of Residual Certificates shall be the Tax Matters
Person for the related REMIC, as more particularly set forth in Section 9.12 hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: A Group I Trigger Event or a Group II Trigger Event, as applicable.
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the
Mortgage Loans and the other assets described in Section 2.01(a).
Trustee: Xxxxx Fargo Bank, National Association, or its successor in interest, or any
successor trustee appointed as herein provided.
Trustee Fee: As defined in Section 9.05.
Trustee Fee Rate: 0.0045% per annum.
Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any
Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such
Distribution Date, accrued on the Uncertificated Principal Balance immediately prior to such
Distribution Date. Uncertificated Accrued Interest for the Uncertificated Regular Interests shall accrue
on the basis of a 360-day year consisting of twelve 30-day months except as otherwise indicated in the
definition of the applicable Uncertificated Pass-Through Rate. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC I Regular Interests and the REMIC II Regular Interests for
any Distribution Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not
covered by Compensating Interest Payments) shall be allocated among the REMIC I Regular Interests and
the REMIC II Regular Interests, respectively, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC III Regular Interests for any Distribution Date,
any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating
Interest Payments) shall be allocated among the REMIC III Regular Interests to the same extent such
amounts are allocated to the Class of Certificates bearing the same designation.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate, the
Uncertificated REMIC II Pass-Through Rate, the Uncertificated REMIC III Pass-Through Rate or the
Uncertificated REMIC IV Pass-Through Rate as applicable. Any monthly calculation of interest at a
stated rate for the REMIC I Regular Interests, the REMIC II Regular Interests, REMIC III Regular
Interest I-B-IO-I, REMIC III Regular Interest II-B-IO-I or the REMIC IV Regular Interests shall be based
upon annual interest at such rate divided by twelve.
Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest
outstanding as of any date of determination. The Uncertificated Principal Balance of each REMIC Regular
Interest shall never be less than zero.
Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC II Regular Interests
and REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date and: (i) REMIC
I Regular Interests LT1 and LT2, the weighted average of the Net Rates on the Mortgage Loans in Loan
Group I, reduced by the Maximum Coupon Strip Rate, (ii) REMIC I Regular Interest LT3, zero (0.00%),
(iii) REMIC I Regular Interest LT4, twice the weighted average of the Net Rates on the Mortgage Loans in
Loan Group I, reduced by twice the Maximum Coupon Strip Rate, (iv) REMIC I Regular Interest W, the
Maximum Coupon Strip Rate and (v) REMIC I Regular Interest I-X-I, 0.400%.
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and: (i)
REMIC II Regular Interests LT5 and LT6, the weighted average of the Net Rates on the Mortgage Loans in
Loan Group II, (ii) REMIC II Regular Interest LT7, zero (0.00%), and (iii) REMIC II Regular Interest
LT8, twice the weighted average of the Net Rates on the Mortgage Loans in Loan Group II.
Underlying Certificates: The Underlying Class I-A-2B Certificates and the Underlying Class
I-A-2B Certificates.
Underlying Class I-A-2B Certificates: The Class I-A-2B Certificates issued pursuant to this
Agreement.
Underlying Class II-A-2B Certificates: The Class II-A-2B Certificates issued pursuant to this
Agreement.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that
the complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to this Agreement, without regard to
whether or not such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations), provided that, for
purposes solely of the Class R Certificates, no partnership or other entity treated as a partnership for
United States federal income tax purposes shall be treated as a United States Person unless all persons
that own an interest in such partnership either directly or through any entity that is not a corporation
for United States federal income tax purposes are United States Persons, or an estate whose income is
subject to United States federal income tax regardless of its source, 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 such United States Persons have the authority to control all substantial decisions of the trust.
To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been
issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a
United States person on August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and any Class of Class A
Certificates and Class B Certificates, the excess of (i) Applied Realized Loss Amounts allocated to such
Class over (ii) the sum of all distributions to such Class in reduction of such Applied Realized Loss
Amounts on all previous Distribution Dates. Any amounts distributed to a Class of Certificates in
respect of any Unpaid Realized Loss Amount will not be applied to reduce the Current Principal Amount of
such Class.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor, concurrently
with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without
recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage
Loan Schedule, including all interest due and principal received with respect to the Mortgage Loans
after the Cut-off Date but excluding any payments of interest due on or prior to the Cut-off Date;
(ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to
be credited to the Custodial Account, (iii) such assets relating to the Mortgage Loans as from time to
time may be held by the Trustee in the Distribution Account and the Reserve Fund for the benefit of the
Offered Certificates (other than the Class X Certificates and the Grantor Trust Certificates), the
Underlying Certificates, the Class II-B-5 Certificates and the related Class B-IO Certificates, as
applicable, (iv) such assets relating to the Group I Mortgage Loans as from time to time may be held by
the Trustee in the Final Maturity Reserve Account and such assets relating to the Mortgage Loans as from
time to time may be held by the Trustee in the Adjustable Rate Supplemental Fund for the benefit of the
Group I Certificates and the Group II Certificates, as applicable, (v) any REO Property, (vi) the
Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy
(to the extent the mortgagee has a claim thereto), (vii) the Mortgage Loan Purchase Agreement to the
extent provided in Section 2.03(a), (viii) such assets as shall from time to time be credited or are
required by the terms of this Agreement to be credited to any of the Accounts and (ix) any proceeds of
the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the
Depositor's right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund
pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such
conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor
shall be deemed to have granted to the Trustee a first priority perfected security interest in all of
the Depositor's right, title and interest in, to and under the Mortgage Loans and other assets in the
Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with
the Trustee or the Custodian, as its agent, with respect to each Mortgage Loan:
(i) the original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan registered on the MERS system, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the
Trustee, or lost note affidavit together with a copy of the related Mortgage Note,
(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 (w) in the proviso below applies, shall be in recordable form),
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment
(which may be in the form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) to "Xxxxx Fargo Bank, National Association, as Trustee", with evidence of
recording with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in the
proviso below applies or for Mortgage Loans with respect to which the related Mortgaged Property is
located in a state other than Maryland, Tennessee, South Carolina, Mississippi and Florida, or an
Opinion of Counsel has been provided as set forth in this Section 2.01(b), shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and only
to the extent available to the Depositor with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents,
under the circumstances set forth below: (w) in lieu of the original Security Instrument, assignments
to the Trustee or intervening assignments thereof which have been delivered, are being delivered or
will, upon receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the Depositor in
time to permit their delivery as specified above, the Depositor may deliver a true copy thereof with a
certification by the Depositor, 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"; (x) in lieu of the
Security Instrument, assignment to the Trustee or intervening assignments thereof, if the applicable
jurisdiction retains the originals of such documents (as evidenced by a certification from the Depositor
to such effect) the Depositor may deliver photocopies of such documents containing an original
certification by the judicial or other governmental authority of the jurisdiction where such documents
were recorded; and (y) the Depositor shall not be required to deliver intervening assignments or
Mortgage Note endorsements between the Sponsor and the Depositor, and between the Depositor and the
Trustee; 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 or the Custodian, as its agent, a certification to such
effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Custodial Account on
the Closing Date. The Depositor shall deliver such original documents (including any original documents
as to which certified copies had previously been delivered) to the Trustee or the Custodian, as its
agent, promptly after they are received. The Depositor shall cause the Sponsor, at its expense, to
cause each assignment of the Security Instrument to the Trustee to be recorded not later than 180 days
after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion
of Counsel addressed to the Trustee has been provided to the Trustee (with a copy to the Custodian)
which states that recordation of such Security Instrument is not required to protect the interests of
the Certificateholders in the related Mortgage Loans or (b) 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
Sponsor and its successor and assigns; provided, however, that each assignment shall be submitted for
recording by the Sponsor in the manner described above, at no expense to the Trust or the Trustee or the
Custodian, as its agent, upon the earliest to occur of: (i) reasonable direction by the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust,
(ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Sponsor and (iv) the occurrence of a servicing transfer as described in
Section 8.02 hereof. Notwithstanding the foregoing, if the Sponsor fails to pay the cost of recording
the assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such
expenses by the Trust in accordance with Section 9.05.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee (on behalf of the
Trust) acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and
receipt of, subject to further review and the exceptions which may be noted pursuant to the procedures
described below, and declares that it holds, the documents (or certified copies thereof) delivered to it
or the Custodian, as its agent, pursuant to Section 2.01, and declares that it will continue to hold
those documents and any amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it as Trustee in trust for the use and benefit of all present and future Holders
of the Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian shall
acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee of an
Initial Certification receipt of the Mortgage File, but without review of such Mortgage File, except to
the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or lost note
affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage
Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee
agrees, for the benefit of the Certificateholders, to review or cause to be reviewed by the Custodian on
its behalf (under the Custodial Agreement), each Mortgage File delivered to it and to execute and
deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim
Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required
documents have been executed and received, and based on the Mortgage Loan Schedule, whether those
documents relate, determined on the basis of the Mortgagor name, original principal balance and loan
number, to the Mortgage Loans it has received, as identified in the Mortgage Loan Schedule. In
performing any such review, the Trustee or the Custodian, as its agent, 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, as its agent, finds any document constituting part
of the Mortgage File has not been executed or 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 (a "Material Defect"), the Trustee or the Custodian, as
its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement
the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from
the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure
the defect within such period, and such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall
enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from
the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price;
provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4),
(5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3)
or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to
be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9), any such cure or repurchase must occur within 90 days from the date such breach was discovered;
provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the
original Security Instrument or intervening assignments thereof, or a certified copy because the
originals of such documents, or a certified copy have not been returned by the applicable jurisdiction,
the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original
documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing
Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver
such original or copy of any document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such office; provided that the
Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not
available, a certificate confirming that such documents have been accepted for recording, and delivery
to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of
its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date (or with respect to any Substitute
Mortgage Loan, within five Business Days after the receipt by the Trustee or the Custodian thereof), the
Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the
Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the
Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the
Custodian, as its agent, will ascertain whether an original of each document required to be recorded has
been returned from the recording office with evidence of recording thereon or a certified copy has been
obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material
Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor (provided,
however, that with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the
Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the
Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase
Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from
the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure
such defect within such period, and if such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation
under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if within two years of
the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if
such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7)
and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury
Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such
cure, repurchase or substitution must occur within 90 days from the date such breach was discovered;
provided, further, that if such defect relates solely to the inability of the Sponsor to deliver the
original Security Instrument or intervening assignments thereof, or a certified copy, because the
originals of such documents or a certified copy, have not been returned by the applicable jurisdiction,
the Sponsor shall not be required to purchase such Mortgage Loan, if the Sponsor delivers such original
documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing
Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver
such original or copy of any document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such office; provided that the
Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not
available, a certificate confirming that such documents have been accepted for recording, and delivery
to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of
its receipt of the original recorded document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with
Sections 2.02(a) or (b) above, the Sponsor shall remit to the Servicer the Repurchase Price for deposit
in the Custodial Account and the Sponsor shall provide to the Trustee written notification detailing the
components of the Repurchase Price. Upon deposit of the Repurchase Price in the Custodial Account, the
Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request
for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release
to the Sponsor 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 Sponsor, as
are necessary to vest in the Sponsor title to and rights under the Mortgage Loan. Such purchase shall
be deemed to have occurred on the date on which the Repurchase Price in available funds is received by
the Trustee. The Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it
by the Depositor in a form agreed to between the Depositor and the Servicer, to reflect such repurchase
and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating
Agencies and the Servicer of such amendment. The obligation of the Sponsor to repurchase any Mortgage
Loan as to which such a defect in a constituent document exists shall be the sole remedy respecting such
defect available to the Certificateholders or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement.
(a) The Depositor hereby assigns to the Trustee, on behalf of Trust for the benefit of the
certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement. The
obligations of the Sponsor to substitute or repurchase, as applicable, a Mortgage Loan shall be the
Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the
Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and
interest on behalf of the Trust and the Certificateholders or shall execute such further documents as
the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement.
(b) If the Depositor, the Servicer or the Trustee discovers a breach of any of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement, which breach
materially and adversely affects the value of the interests of Certificateholders or the Trustee in the
related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach
to the other parties. The Sponsor, within 90 days of its discovery or receipt of notice that such
breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or,
subject to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall
purchase the Mortgage Loan or any property acquired with respect thereto from the Trust; provided,
however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related
property acquired with respect thereto has been sold, then the Sponsor shall pay, in lieu of the
Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon
such sale. If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the
Sponsor to the extent not required by law to be paid to the borrower. Any such purchase by the Sponsor
shall be made by providing an amount equal to the Repurchase Price to the Servicer for deposit in the
Custodial Account and written notification detailing the components of such Repurchase Price. The
Sponsor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for
Release, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the
Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer
or assignment furnished to it by the Sponsor, without recourse, representation or warranty as are
necessary to vest in the Sponsor title to and rights under the Mortgage Loan or any property acquired
with respect thereto. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Trustee. The Sponsor shall amend the Mortgage
Loan Schedule to reflect such repurchase and shall promptly notify the Trustee and the Rating Agencies
of such amendment. Enforcement of the obligation of the Sponsor to purchase (or substitute a Substitute
Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the
Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the Certificateholders or the
Trustee on their behalf.
(c) In connection with any repurchase of a Mortgage Loan or the cure of a breach of a
representation or warranty pursuant to this Section 2.03, the Sponsor shall promptly furnish to the
Trustee an officer's certificate, signed by a duly authorized officer of the Sponsor to the effect that
such repurchase or cure has been made in accordance with the terms and conditions of this Agreement and
that all conditions precedent to such repurchase or cure have been satisfied, including the delivery to
the Trustee of the Repurchase Price for deposit into the Distribution Account, together with copies of
any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for
Release, in which the Trustee may rely. Solely for purposes of the Trustee providing an Assessment of
Compliance, upon receipt of such documentation, the Trustee shall approve such repurchase or cure and
which approval shall consist solely of the Trustee's receipt of such documentation and deposits.
Section 2.04. Substitution of Mortgage Loans. (a) Notwithstanding anything to the contrary
in this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase
Agreement or Sections 2.02 or 2.03 of this Agreement, the Sponsor may, no later than the date by which
such purchase by the Sponsor would otherwise be required, tender to the Trustee (on behalf of the Trust)
a Substitute Mortgage Loan accompanied by a certificate of an authorized officer of the Sponsor that
such Substitute Mortgage Loan conforms to the requirements set forth in the definition of "Substitute
Mortgage Loan" in the Mortgage Loan Purchase Agreement or this Agreement, as applicable; provided,
however, that substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, in lieu of purchase shall not be permitted after the termination of the
two-year period beginning on the Startup Day; provided, further, that if the breach would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code
and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the
provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2)
or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage"
notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or substitution must
occur within 90 days from the date the breach was discovered. The Trustee or the Custodian, as its
agent, shall examine the Mortgage File for any Substitute Mortgage Loan in the manner set forth in
Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify the Sponsor, in writing,
within five Business Days after receipt, whether or not the documents relating to the Substitute
Mortgage Loan satisfy the requirements of the fourth sentence of Section 2.02(a). Within two Business
Days after such notification, the Sponsor shall provide to the Trustee for deposit in the Distribution
Account the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date
of the Mortgage Loan for which substitution is being made, after giving effect to the Scheduled
Principal due on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute
Mortgage Loan, after giving effect to Scheduled Principal due on such date, which amount shall be
treated for the purposes of this Agreement as if it were the payment by the Sponsor of the Repurchase
Price for the purchase of a Mortgage Loan by the Sponsor. After such notification to the Sponsor and,
if any such excess exists, upon receipt of such deposit, the Trustee shall accept such Substitute
Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a
substitution, accrued interest on the Substitute Mortgage Loan for the month in which the substitution
occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust
Fund and accrued interest for such month on the Mortgage Loan for which the substitution is made and any
Principal Prepayments made thereon during such month shall be the property of the Sponsor. The
Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the
substitution is made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of
the Substitute Mortgage Loan (and delivery to the Trustee or the Custodian as agent of the Trustee, as
applicable, of a Request for Release for such Mortgage Loan), the Trustee or the Custodian, as agent for
the Trustee, shall release to the Sponsor the related Mortgage File related to any Mortgage Loan
released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, and shall execute and deliver all instruments of transfer or assignment, without recourse,
representation or warranty in form as provided to it as are necessary to vest in the Sponsor title to
and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable. The Sponsor shall deliver the documents related to the
Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement or
Sections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance of the
Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time periods set forth in
those Sections. The representations and warranties set forth in the Mortgage Loan Purchase Agreement
shall be deemed to have been made by the Sponsor with respect to each Substitute Mortgage Loan as of the
date of acceptance of such Mortgage Loan by the Trustee (on behalf of the Trust). The Sponsor shall
amend the Mortgage Loan Schedule to reflect such substitution and shall provide a copy of such amended
Mortgage Loan Schedule to the Trustee, who shall then deliver such amended Mortgage Loan Schedule to the
Rating Agencies.
(b) In connection with any substitution of a Mortgage Loan or the cure of a breach of a
representation or warranty pursuant to this Section 2.04, the Sponsor shall promptly furnish to the
Trustee an officer's certificate, signed by a duly authorized officer of the Sponsor to the effect that
such substitution or cure has been made in accordance with the terms and conditions of this Agreement
and that all conditions precedent to such substitution or cure have been satisfied, including the
delivery to the Trustee of the Substitution Adjustment Amount, as applicable, for deposit into the
Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant
to this Agreement and the related Request for Release, in which the Trustee may rely. Solely for
purposes of the Trustee providing an Assessment of Compliance, upon receipt of such documentation, the
Trustee shall approve such substitution or cure, as applicable, and which approval shall consist solely
of the Trustee's receipt of such documentation and deposits.
Section 2.05. Issuance of Certificates.
(a) The Trustee acknowledges the assignment to it (on behalf of the Trust) of the Mortgage
Loans and the other assets comprising the Trust Fund and, concurrently therewith, has signed, and
countersigned and delivered to the Depositor, in exchange therefor, Certificates in such authorized
denominations representing such Fractional Undivided Interests as the Depositor has requested. The
Trustee agrees that it will hold the Mortgage Loans and such other assets as may from time to time be
delivered to it segregated on the books of the Trustee in trust for the benefit of the
Certificateholders.
(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 REMIC II Regular
Interests and the other assets of REMIC III for the benefit of the holders of the REMIC III Interests,
REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and the other assets of REMIC IV
for the benefit of the holders of the REMIC IV Interests. The Trustee acknowledges receipt of such
Uncertficated Regular Interests and such other assets 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 Interests and REMIC IV
Interests, as applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby
represents and warrants to the Servicer and the Trustee as follows:
(a) the Depositor (a) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign
corporation to do business in each jurisdiction where such qualification is necessary, except where the
failure so to qualify would not reasonably be expected to have a material adverse effect on the
Depositor's business as presently conducted or on the Depositor's ability to enter into this Agreement
and to consummate the transactions contemplated hereby;
(b) the Depositor has full corporate power to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under this Agreement;
(c) the execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor; and neither the execution and
delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance
with the provisions hereof, will conflict with or result in a breach of, or constitute a default under,
any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on
the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except
those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse
effect on the Depositor's ability to enter into this Agreement and to consummate the transactions
contemplated hereby;
(d) the execution, delivery and performance by the Depositor of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent or approval of, the
giving of notice to, the registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made;
(e) this Agreement has been duly executed and delivered by the Depositor and, assuming due
authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of
creditors generally);
(f) there are no actions, suits or proceedings pending or, to the knowledge of the
Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated by this Agreement or
(ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely
to the Depositor and will if determined adversely to the Depositor materially and adversely affect the
Depositor's ability to enter into this Agreement or perform its obligations under this Agreement; and
the Depositor is not in default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the transactions contemplated
by this Agreement; and
(g) immediately prior to the transfer and assignment to the Trust, each Mortgage Note and
each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable
title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to
the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.
Section 2.07. Reserved.
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following
activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may
be required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The Trustee shall not
cause the Trust to engage in any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Certificate is outstanding, and this
Section 2.08 may not be amended, without the consent of the Certificateholders evidencing 51% or more of
the aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Servicer to Act as Servicer. The Servicer shall service and administer the
Mortgage Loans in accordance with this Agreement and with Accepted Servicing Practices and shall have
full power and authority, acting alone, to do or cause to be done any and all things in connection with
such servicing and administration which the Servicer may deem necessary or desirable and consistent with
the terms of this Agreement and with Accepted Servicing Practices and shall exercise the same care that
it customarily employs for its own account. In addition, the Servicer shall furnish information
regarding the borrower credit files related to such Mortgage Loan to credit reporting agencies in
compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations. Except as set forth in this Agreement, the Servicer shall service the Mortgage Loans in
accordance with Accepted Servicing Practices in compliance with the servicing provisions of the Xxxxxx
Xxx Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage
Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of fidelity bond and errors
and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary
Mortgage Insurance Policies, insurance claims, and title insurance, management of REO Property,
permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan
Documents, annual statements, and examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the
servicing provisions of the Xxxxxx Mae Guide, the provisions of this Agreement shall control and be
binding upon the Depositor and the Servicer.
In instances in which a Mortgage Loan is in default or if default is reasonably foreseeable,
the Servicer may engage, either directly or through Subservicers, in a wide variety of loss mitigation
practices including waivers, modifications, payment forbearances, partial forgiveness, entering into
repayment schedule arrangements, and capitalization of arrearages rather than proceeding with
foreclosure or repossession, if applicable. In making that determination, the estimated Realized Loss
that might result if the loan were liquidated would be taken into account. In addition, if the Mortgage
Loan is not in default or if default is not reasonably foreseeable, the Servicer may modify the Mortgage
Loan only to the extent set forth herein; provided that, such modification will not result in the
imposition of taxes on any REMIC or otherwise adversely affect the REMIC status of the trust. Any
modified Mortgage Loan may remain in the Trust, and the reduction in collections resulting from a
modification may result in reduced distributions of interest or principal on, or may extend the final
maturity of, one or more Classes of Certificates.
The Servicer shall provide to each Mortgagor of a Mortgage Loan all payment options listed in
the related Mortgage Note that are available to such Mortgagor with respect to such payment,
notwithstanding any provision in the related Mortgage Note that explicitly states or implies that
providing such options is optional for the servicer of such Mortgage Loan or the owner or holder of the
related Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage Loan within the meaning
of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated
as a Principal Prepayment in Full) and cause any REMIC formed under this Agreement to fail to qualify as
a REMIC under the Code. Upon request, the Trustee shall furnish the Servicer with any powers of
attorney, in substantially the form attached hereto as Exhibit I, and other documents in form as
provided to it necessary or appropriate to enable the Servicer to service and administer the related
Mortgage Loans and REO Property.
The Trustee shall provide access to the records and documentation in possession of the Trustee
regarding the related Mortgage Loans and REO Property and the servicing thereof to the
Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being
afforded only upon reasonable prior written request and during normal business hours at the office of
the Trustee; provided, however, that, unless otherwise required by law, the Trustee shall not be
required to provide access to such records and documentation if the provision thereof would violate the
legal right to privacy of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment for that purpose at a
charge that covers the Trustee's actual costs.
The Trustee shall execute and deliver to the Servicer any court pleadings, requests for
trustee's sale or other documents prepared by the Servicer as 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.
The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal
agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has
been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is
standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a
Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Depositor by
the Distribution Account Deposit Date.
Section 3.02. REMIC-Related Covenants. For as long as each 2006-AR3 REMIC shall exist, the
Trustee shall act in accordance herewith to assure continuing treatment of such 2006-AR3 REMIC as a
REMIC, and the Trustee shall comply with any directions of the Depositor or the Servicer to assure such
continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any
portion of the Mortgage Loans or of any investment of deposits in an Account unless such sale is as a
result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a
REMIC Opinion addressed to the Trustee prepared at the expense of the Trust Fund; and (b) other than
with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, accept any contribution to any 2006-AR3 REMIC after the Startup Day without
receipt of a REMIC Opinion addressed to the Trustee.
Section 3.03. Monitoring of Subservicers. (a) The Servicer shall perform all of its
servicing responsibilities hereunder or may cause a subservicer to perform any such servicing
responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the
Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder for
all acts and omissions of each subservicer as fully as if such acts and omissions were those of the
Servicer. Any such subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac
seller/servicer in good standing and no event shall have occurred, including but not limited to, a
change in insurance coverage, which would make it unable to comply with the eligibility requirements for
lenders imposed by Xxxxxx Xxx or for seller/servicers by Xxxxxxx Mac, or which would require
notification to Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall pay all fees and expenses of each
subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.
(b) At the cost and expense of the Servicer, without any right of reimbursement from the
Custodial Account, the Servicer shall be entitled to terminate the rights and responsibilities of a
subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer
meeting the requirements in the preceding paragraph, provided, however, that nothing contained herein
shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service
the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under
this Agreement are terminated pursuant to Section 7.07, 8.01 or 10.01, and if requested to do so by the
Depositor, the Servicer shall at its own cost and expense terminate the rights and responsibilities of
each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each
subservicer from the Servicer's own funds without reimbursement from the Depositor.
(c) Notwithstanding any of the provisions of this Agreement relating to agreements or
arrangements between the Servicer and a subservicer or any reference herein to actions taken through a
subservicer or otherwise, the Servicer shall not be relieved of its obligations to the Depositor and
shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an
agreement with a subservicer for indemnification of the Servicer by the subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.
(d) Any subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and Servicer
alone, and the Depositor shall have no obligations, duties or liabilities with respect to such
Subservicer including no obligation, duty or liability of Depositor to pay such subservicer's fees and
expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the
Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received
such payment.
Section 3.04. Fidelity Bond. The Servicer, at its expense, shall 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 the Servicer's behalf, and covering
errors and omissions in the performance of the Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and amount generally acceptable
for entities serving as servicers.
Section 3.05. Power to Act; Procedures. The Servicer shall service the Mortgage Loans and
shall have full power and authority, subject to the REMIC Provisions and the provisions of Article X
hereof, to do any and all things that it may deem necessary or desirable in connection with the
servicing and administration of the Mortgage Loans, including but not limited to the power and authority
(i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or
waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and
assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the
Mortgaged Property securing any Mortgage Loan, in each case, in accordance with the provisions of this
Agreement, as applicable; provided, however, that the Servicer shall not (and consistent with its
responsibilities under 3.03, shall not permit any subservicer to) knowingly or intentionally take any
action, or fail to take (or fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, would cause any 2006-AR3 REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) unless the Servicer has received an Opinion of Counsel (but not at the
expense of the Servicer) to the effect that the contemplated action would not cause any 2006-AR3 REMIC
to fail to qualify as a REMIC or result in the imposition of a tax upon any 2006-AR3 REMIC. The Trustee
shall furnish the Servicer, with any powers of attorney empowering the Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full release or discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any
court action relating to the Mortgage Loans or the Mortgaged Property, in accordance with this
Agreement, and the Trustee shall execute and deliver such other documents, as the Servicer may request,
to enable the Servicer to service and administer the Mortgage Loans and carry out its duties hereunder,
in each case in accordance with Accepted Servicing Practices (and the Trustee shall have no liability
for misuse of any such powers of attorney by the Servicer). If the 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 Servicer shall join with
the Trustee in the appointment of a co-trustee pursuant to Section 9.11 hereof. In the performance of
its duties hereunder, the 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 3.06. Due-on-Sale Clauses; Assumption Agreements.
(a) When any Mortgaged Property is conveyed by a Mortgagor, the Servicer or subservicer,
to the extent it has knowledge of such conveyance, shall 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
Primary Mortgage Insurance Policy. Notwithstanding the foregoing, the Servicer is not required to
exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged
Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in
the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note
or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such
transfer. In the event that the Servicer is prohibited by law from enforcing any such due-on-sale
clause, or if coverage under any Primary Mortgage Insurance Policy would be adversely affected, or if
nonenforcement is otherwise permitted hereunder, the Servicer is authorized, subject to Section 3.06(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 Servicer enters
such agreement) by the applicable Primary Mortgage Insurance Policy. The Servicer, subject to
Section 3.06(b), is also authorized with the prior approval of the insurers under any Primary Mortgage
Insurance Policy 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 Servicer shall not be deemed
to be in default under this Section by reason of any transfer or assumption which the Servicer
reasonably believes it is restricted by law from preventing, for any reason whatsoever.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set
forth in Section 3.06(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a
Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which 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 Mortgage Loan, the
Servicer is authorized, subject to the requirements of the sentence next following, to execute and
deliver, on behalf of the Trustee, 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; provided, however, that in connection with any such assumption, no
material term of the Mortgage Note may be changed. Upon receipt of appropriate instructions from the
Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability delivered to it by the Servicer and as directed in writing by
the Servicer. Upon the closing of the transactions contemplated by such documents, the Servicer shall
cause the originals or true and correct copies of the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the
Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the
Servicer or such related subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Servicer or such subservicer as additional servicing compensation.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of
any Mortgage Loan, or the receipt by 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 Servicer will, (or if the Servicer does not, the Trustee may), promptly furnish
to the Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of
Exhibit D hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will,
in lieu of a signature on its face, originate from a 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 Custodial Account maintained by the Servicer pursuant to Section 4.01
have been or will be so deposited) and shall request that the Custodian, on behalf of the Trustee,
deliver to the 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 Servicer
and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage File.
Upon any such payment in full, 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) 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 Custodial Account.
In the event the Servicer satisfies or releases a Mortgage without having obtained payment in
full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the
Certificateholders or the Depositor may have under the Mortgage Loan Documents, the Servicer, upon
written demand by the Depositor or the Trustee, shall remit within one Business Day the then outstanding
principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by the
Servicer (in a form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any
such proceedings. The Custodian, on behalf of the Trustee, shall, upon the request of the Servicer, and
delivery to the Custodian, on behalf of the Trustee, of two copies of a request for release signed by a
Servicing Officer substantially in the form of Exhibit D (or in a mutually agreeable electronic format
which will, in lieu of a signature on its face, originate from a Servicing Officer), release the related
Mortgage File held in its possession or control to the Servicer. Such trust receipt shall obligate the
Servicer to return the Mortgage File to the Custodian on behalf of the Trustee, when the need therefor
by the Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon
receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the Mortgage File
shall be released by the Custodian, on behalf of the Trustee or to the Servicer.
Section 3.08. Documents, Records and Funds in Possession of Servicer To Be Held for Trustee.
(a) The Servicer shall transmit to the Trustee or Custodian such documents and instruments
coming into the possession of the Servicer from time to time as are required by the terms hereof, to be
delivered to the Trustee or Custodian. Any funds received by the Servicer in respect of any Mortgage
Loan or which otherwise are collected by the 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 Servicer's right to retain or withdraw from the Custodial Account the Servicing Fee and
other amounts as provided in this Agreement. The Servicer shall provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders that are savings and loan
associations, banks or insurance companies, the 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 Servicer
designated by it. In fulfilling such a request the 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
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 Servicer for and on
behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive property
of the Trust; provided, however, that the Servicer shall be entitled to setoff against, and deduct from,
any such funds any amounts that are properly due and payable to the Servicer under this Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies.
(a) The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is customary in the area where the Mortgaged Property is located in
an amount which is equal to the lesser of (i) the maximum insurable value of the improvements securing
such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan,
and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor
and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as being a special flood hazard area
that has federally-mandated flood insurance requirements, the Servicer will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in an amount representing coverage not
less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended. The Servicer shall also
maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. It is understood and agreed that no
other additional insurance need be required by the Servicer or the Mortgagor or maintained on property
acquired in respect of the Mortgage Loans, other than pursuant to the Xxxxxx Xxx Guide or such
applicable state or federal laws and regulations as shall at any time be in force and as shall require
such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with
loss payable to the Servicer and its successors and/or assigns and shall provide for at least thirty
days prior written notice of any cancellation, reduction in the amount or material change in coverage to
the Servicer. The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting an
insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance
policies from insurance companies unless such companies currently reflect a General Policy Rating in
Best's Key Rating Guide currently acceptable to Xxxxxx Mae and are licensed to do business in the state
wherein the property subject to the policy is located.
(b) If the Servicer shall obtain and maintain a blanket hazard insurance policy with
extended coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first sentence of Section 3.09(a), it being
understood and agreed that such policy may contain a deductible clause, in which case the Servicer
shall, in the event that there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of Section 3.09(a) and there shall have been a loss which would have
been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the
blanket policy because of such deductible clause.
(c) Pursuant to Section 4.01, any amounts collected by the Servicer, under any insurance
policies (other than amounts to be applied to the restoration or repair of the property subject to the
related Mortgage) shall be deposited into the Custodial Account, subject to withdrawal pursuant to
Section 4.02. Any cost incurred by the Servicer in maintaining any such insurance if the Mortgagor
defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the
terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be
taken into account for purposes of calculating the distributions to be made to Certificateholders and
shall be recoverable by the Servicer pursuant to Section 4.02.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Servicer shall prepare
and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies
and take such actions (including the negotiation, settlement, compromise or enforcement of the insured's
claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the
Servicer in respect of such policies, bonds or contracts shall be promptly deposited in the Custodial
Account upon receipt, except that any amounts realized that are to be applied to the repair or
restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on
the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited
(or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies.
(a) The Servicer shall not take, or permit any subservicer to 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 Servicer or such subservicer, would have been covered thereunder. The Servicer shall
cause to be kept in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to
maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with
the provisions of this Agreement. The Servicer shall not, and shall not permit any subservicer to,
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 except in
accordance with the provisions of this Agreement. Any such primary mortgage insurance policies shall be
issued by a Qualified Insurer.
(b) The Servicer agrees to present, or to cause each subservicer to present, on behalf of
the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery
under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 4.01, any amounts collected by the Servicer under any Primary Mortgage Insurance Policies shall
be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.02.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody
of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Servicer otherwise has fulfilled its obligations
under this Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee) shall also
retain possession and custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Servicer shall promptly deliver or cause to be delivered to the
Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the
originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come into the possession of
the Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Servicer shall use its
reasonable efforts, consistent with the procedures that the Servicer would use in servicing loans for
its own account and the requirements of the Xxxxxx Xxx Guide, to foreclose upon 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 pursuant to Section 4.01. In determining the delinquency status of any Mortgage
Loan, the Servicer will use Delinquency Recognition Policies as described to and approved by the
Depositor, and shall revise these policies as requested by the Depositor from time to time. The
Servicer shall use its reasonable efforts to realize upon defaulted Mortgage Loans in such manner as
will maximize the receipt of principal and interest by the Depositor, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any
case in which Mortgaged Property shall have suffered damage, the Servicer shall not be required to
expend its own funds toward the restoration of such property unless it shall determine in its discretion
(i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the
Depositor after reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds from the related
Mortgaged Property, as contemplated in Section 4.02. The Servicer shall be responsible for all costs
and expenses incurred by it in any such proceedings or functions as advances; provided, however, that it
shall be entitled to reimbursement therefor as provided in Section 4.02. Notwithstanding anything to the
contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Trustee otherwise requests an
environmental inspection or review of such Mortgaged Property, such an inspection or review is to be
conducted by a qualified inspector. Upon completion of the inspection, the Servicer shall promptly
provide the Depositor and the Trustee with a written report of the environmental inspection.
Section 3.14. Compensation for the Servicer. The Servicer will be entitled to the Servicing
Fee and all income and gain realized from any investment of funds in the Custodial Account, pursuant to
Article IV, for the performance of its activities hereunder. Servicing compensation in the form of
assumption fees, if any, late payment charges, as collected, if any, or otherwise (but not including any
Prepayment Charges) shall be retained by the Servicer and shall not be deposited in the Custodial
Account. The Servicer will be entitled to retain, as additional compensation, any interest incurred in
connection with a Principal Prepayment in full or otherwise in excess of amounts required to be remitted
to the Distribution Account (such amounts together with the amounts specified in the first sentence of
this Section 3.14, the "Servicing Compensation") and any Excess Liquidation Proceeds. The 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 3.15. 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 Servicer shall ensure that the title to such
REO Property references this Agreement and the Trustee's capacity hereunder (and not in its individual
capacity). The Servicer, however, shall not be required to expend its own funds or incur other
reimbursable charges in connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the restoration of any property unless it shall determine (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Holders
of Certificates of one or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.02, whether or not such expenses and charges are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of
such a determination by the Servicer pursuant to this Section 3.15(a), the Servicer shall be entitled to
reimbursement of such amounts pursuant to Section 4.02. If the Servicer has knowledge that a Mortgaged
Property which the Servicer is contemplating acquiring in foreclosure or by deed in lieu of foreclosure
is located within a one (1) mile radius of any site listed in the Expenditure Plan for the Hazardous
Substance Clean Up Bond Act of 1984 or other site with environmental or hazardous waste risks known to
the Servicer, the Servicer will, prior to acquiring the Mortgaged Property, consider such risks and only
take action in accordance with its established environmental review procedures.
The Servicer shall, either itself or through an agent selected by the Servicer, manage,
conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects
and operates other foreclosed property for its own account, and in the same manner that similar property
in the same locality as the REO Property is managed, including in accordance with the REMIC Provisions
and in a manner that does not result in a tax on "net income from foreclosure property" (unless such
result would maximize the Trust Fund's after-tax return on such property) or cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code. Each
disposition of REO Property shall be carried out by the Servicer at such price and upon such terms and
conditions as the Servicer deems to be in the best interest of the Certificateholders. The Servicer
shall deposit all funds collected and received in connection with the operation of any REO Property in
the Custodial Account pursuant to Section 4.01.
Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the
Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries
referred to in the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by
the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or assignment prepared by the Servicer, in each
case without recourse, as shall be necessary to vest in the Servicer or its designee, as the case may
be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund.
(b) If title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the
Trustee or to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of
title and cancellation of the related Mortgage Loan, such REO Property shall (except as otherwise
expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until
such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an Outstanding Mortgage
Loan it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage
Note shall have been discharged, such Mortgage Note and the related amortization schedule in effect at
the time of any such acquisition of title (after giving effect to any previous Curtailments and before
any adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar
waiver or grace period) remain in effect. To the extent the net income received during any calendar
month is in excess of the amount attributable to amortizing principal and accrued interest at the
related Mortgage Rate on the related Mortgage Loan for such calendar month, such excess shall be
considered to be a Curtailment of the related Mortgage Loan.
(c) If the Trust Fund acquires any REO Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan, the Servicer on behalf of the Trust Fund shall
dispose of such REO Property within three full years after the taxable year of its acquisition by the
Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be necessary
under applicable state (including any state in which such property is located) law to maintain the
status of any portion of the applicable REMIC as a REMIC under applicable state law and avoid taxes
resulting from such property failing to be foreclosure property under applicable state law) or, at the
expense of the Trust Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Servicer obtains for the Trustee an
Opinion of Counsel, addressed to the Trustee and the Servicer, to the effect that the holding by the
Trust Fund of such REO Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause the applicable REMIC to fail to
qualify as a REMIC (for federal (or any applicable State or local) income tax purposes) at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to hold such REO Property
(subject to any conditions contained in such Opinion of Counsel). The Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as
provided in Section 4.02. Notwithstanding any other provision of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or
on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the
Code or (ii) subject the Trust Fund to the imposition of any federal income taxes on the income earned
from such REO Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.
Section 3.16. Annual Statement as to Compliance; Annual Certification.
(a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15
of each calendar year beginning in 2007, an Officer's Certificate (an "Annual Statement of Compliance")
stating, as to each signatory thereof, that (i) a review of the activities of each such party during the
preceding calendar year and of its performance under this Agreement has been made under such officer's
supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has
fulfilled all of its obligations under this Agreement in all material respects throughout such year, or,
if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the
Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a
similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the
Trustee as described above as and when required with respect to the Servicer.
(b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in
2007, an officer of the Servicer shall execute and deliver an officer's certificate (an "Annual
Certification") to the Depositor for the benefit of the Depositor and the Depositor's affiliates and the
officers, directors and agents of the Depositor and the Depositor's affiliates, in the form attached
hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with
respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual
Certification of the Subservicer as described above as to each Subservicer as and when required with
respect to the Servicer.
(c) Failure of the Servicer to comply with this Section 3.16 (including with respect to
the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the
direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this
Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon
notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same.
Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes
required in this Section) which failure results in a failure to timely file the Form 10-K shall be
deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this
Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this
Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon
notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This
paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. The Servicer shall service
and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing
Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the
Servicer, the Trustee and the Custodian (each, an "Attesting Party") shall deliver to the Trustee, the
Servicer and the Depositor on or before March 15th of each calendar year beginning in 2007, a report
regarding such Attesting Party's assessment of compliance (an "Assessment of Compliance") with the
Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in
Regulation AB, must contain the following:
(a) A statement by an authorized officer of such Attesting Party of its authority and its
responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting
Party;
(b) A statement by such officer, attached as Exhibit T, 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 that 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 Servicer, the Depositor and the Trustee a report (an "Attestation Report") by a
registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by
the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b)
of Regulation AB, which Attestation Report must be made in accordance with standards for attestation
reports issued or adopted by the Public Company Accounting Oversight Board.
The Servicer shall cause any subservicer and each subcontractor determined by it to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to
the Trustee, the Servicer and the Depositor an Assessment of Compliance and Attestation Report as and
when provided above along with an indication of what Servicing Criteria are addressed in such assessment.
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 Trustee shall confirm that each of the Assessments of Compliance delivered to it 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, 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 Servicer to comply with this Section 3.17 (including with respect to the
timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee may have under this
Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon
notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This
paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
The Trustee 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 "trustee." In addition, the Trustee shall cause the
Custodian to deliver to the Trustee, the Servicer 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 "custodian."
Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not
required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Section 3.18. Reports Filed with Securities and Exchange Commission.
(a) (i) Within 15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Commission via the Electronic Data Gathering and
Retrieval System ("XXXXX"), a Distribution Report on Form 10-D, signed by the Servicer, with a copy of
the Monthly Statement to be furnished by the Trustee to the Certificateholders for such Distribution
Date; provided that the Trustee shall have received no later than five (5) calendar days after the
related Distribution Date, all information required to be provided to the Trustee as described in clause
(a)(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 R to the Trustee and the Depositor and approved by the
Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting (other than with respect to when it is
the reporting party as set forth in Exhibit R) or prepare any Additional Form 10-D Disclosure absent
such reporting and approval.
(ii) (A) Within five (5) calendar days after the related Distribution Date,
(i) the parties set forth in Exhibit R shall be required to provide, pursuant to section 3.18(a)(v)
below, to the Trustee and the Depositor, to the extent known, in XXXXX-compatible format, or in such
other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(B) After preparing the Form 10-D, the Trustee shall forward electronically a copy
of the Form 10-D to the Servicer, and in the case that such Form 10-D contains Additional Form 10-D
Disclosure, to the Servicer and the Depositor, for review. No later than two (2) Business Days prior to
the 15th calendar day after the related Distribution Date, a senior officer of the Servicer in charge of
the servicing function shall sign the Form 10-D and return an electronic or fax copy of such signed Form
10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow
the procedures set forth in Section 3.18(a)(vi). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Trustee will make available on its internet website identified in
Section 6.04 a final executed copy of each Form 10-D prepared and filed by the Trustee. The signing
party at the Servicer can be contacted at 000-000-0000. Form 10-D requires the registrant to indicate
(by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. The Depositor hereby represents to the Trustee that the Depositor has filed all such required
reports during the preceding 12 months and that it has been subject to such filing requirement for the
past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day
after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer
to either question should be "no." The Trustee shall be entitled to rely on such representations in
preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the
performance by the Trustee of its duties under Sections 3.18(a)(i) and (vi) related to the timely
preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under such Sections. The Trustee shall have no
liability for any loss, expense, damage or claim arising out of or with respect to any failure to
properly prepare, execute and/or timely file such Form 10-D, where such failure results from the
Trustee's inability or failure to receive, on a timely basis, any information from any other party hereto
needed to prepare, arrange for execution or file such Form 10-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 Trustee shall prepare and
file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required by the
Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall be, pursuant to
the paragraph immediately below, reported by the parties set forth on Exhibit R to the Trustee and the
Depositor and approved by the Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 8-K Disclosure absent such reporting (other than
with respect to when it is the reporting party as set forth in Exhibit R) or prepare any Additional Form
8-K Disclosure absent such reporting and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting
requirements, no later than 5:00 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 R shall be required pursuant to Section
3.18(a)(v) below to provide to the Trustee and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise agreed upon by the
Trustee and the Depositor and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this Section.
(C) After preparing the Form 8-K, the Trustee shall forward electronically a copy
of the Form 8-K to the Depositor and the Servicer for review. No later than 12:00 p.m. New York City
time on the 4th Business Day after the Reportable Event, a senior officer of the Servicer shall sign the
Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Trustee. If a Form 8-K cannot be filed on time or if a
previously filed Form 8-K needs to be amended, the Trustee will follow the procedures set forth in
Section 3.18(a)(vi). Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Trustee will make available on its internet website, identified in Section 6.04, a final
executed copy of each Form 8-K prepared and filed by the Trustee. The signing party at the Servicer can
be contacted at 000-000-0000. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 3.18(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). The Trustee shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or
timely file such Form 8-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 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
Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by
the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent
they have been delivered to the Trustee within the applicable timeframes set forth in this Agreement,
(I) an annual compliance statement for the Servicer and any Subservicer, as described under Section
3.18, (II)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer,
each Subservicer and Subcontractor participating in the Servicing Function, the Trustee and the
Custodian, as described under Section 3.17, and (B) if the Servicer's, the Trustee's or the Custodian's
report on assessment of compliance with servicing criteria described under Section 3.17 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance, or if the
Servicer's, the Trustee's or the Custodian's report on assessment of compliance with Servicing Criteria
described under Section 3.17 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 Servicer, the Trustee and the Custodian, as described
under Section 3.17, and (B) if any registered public accounting firm attestation report described under
Section 3.17 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 R to the
Trustee and the Depositor and approved by the Depositor, and the Trustee will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such
reporting (other than with respect to when it is the reporting party as set forth in Exhibit R) or
prepare any Additional Form 10-K Disclosure absent such reporting 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 R shall be
required to provide pursuant to Section 3.18(a)(v) below to the Trustee and the Depositor, to the extent
known, in XXXXX-compatible format, or in such other form as otherwise agreed upon by the Trustee and the
Depositor and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for
any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any
Additional Form 10-K Disclosure Information on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Trustee shall forward electronically a
draft copy of the Form 10-K to the Depositor and the Servicer for review. 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
Servicer in charge of the servicing function shall sign the Form 10-K and return an electronic or fax
copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Trustee will follow the procedures set forth in Section 3.18(a)(vi). Promptly (but no later than
one (1) Business Day) after filing with the Commission, the Trustee will make available on its internet
website identified in Section 6.04 a final executed copy of each Form 10-K prepared and filed by the
Trustee. The signing party at the Servicer can be contacted at 000-000-0000. Form 10-K requires the
registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. The Depositor hereby represents to the Trustee that the Depositor has
filed all such required reports during the preceding 12 months and that it has been subject to such
filing requirement for the past 90 days. The Depositor shall notify the Trustee in writing, no later
than March 15th with respect to the filing of a report on Form 10-K, if the answer to either question
should be "no." The Trustee shall be entitled to rely on such representations in preparing, executing
and/or filing any such report. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under Sections 3.18(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, Section 3.16 and Section 3.17. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file such Form 10-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct. Subject to the foregoing, the Trustee has no duty under this Agreement to monitor or enforce
the performance by the other parties listed on Exhibit R of their duties under this paragraph or to
proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
(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 Trustee shall,
and the Servicer shall cause any subservicer or subcontractor engaged by it to, provide to the Person
who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 10 of each year in which
the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a "Back-Up Certification"), in the form attached
hereto as Exhibit Q-1 or Exhibit Q-2, as applicable, upon which the Certifying Person, the entity for
which the Certifying Person acts as an officer, and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can reasonably rely. The senior
officer of the Servicer in charge of the servicing function shall serve as the Certifying Person on
behalf of the Trust. Such officer of the Certifying Person can be contacted at 000-000-0000.
(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 S, the Trustee's obligation to include such
Additional Information in the applicable Exchange Act report is subject to receipt from the entity that
is indicated in Exhibit R as the responsible party for providing that information, if other than the
Trustee, as and when required as described in Section 3.18(a)(i) through (iv) above. Each of the
Trustee, Servicer, Sponsor, and Depositor hereby agree to notify and provide to the extent known to the
Trustee, Servicer, Sponser and the Depositor all Additional Disclosure relating to the Trust Fund, with
respect to which such party is indicated in Exhibit R 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 Trustee the
related Significance Estimate and the Trustee shall use such information to calculate the related
Significance Percentage. If a Significance Percentage meets either of the threshold levels detailed in
Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Trustee shall deliver written notification to the
Depositor and the related Counterparty to that effect, which notification shall include a request that
the affected Counterparty provide Regulation AB information to the Depositor in accordance with the
related Cap Contract or Swap Agreement. The Depositor shall be obligated to obtain from the related
Counterparty any information required under Regulation AB to the extent required under the related Cap
Contract or Swap Agreement and to provide to the Trustee any information that may be required to be
included in any Form 10-D, Form 8-K or Form 10-K relating to the related Cap Contract or Swap Agreement
or written notification instructing the Trustee that such Additional Disclosure regarding the related
Counterparty is not necessary for such Distribution Date. The Servicer shall be responsible for
determining the pool concentration applicable to any subservicer or originator at any time.
(vi) (A) On or prior to January 30 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall prepare and file a Form 15 relating to the
automatic suspension of reporting in respect of the Trust under the Exchange Act.
(b) In the event that the Trustee is unable to timely file with the Commission all or any
required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required
disclosure information was either not delivered to it or delivered to it after the delivery deadlines
set forth in this Agreement or for any other reason, the Trustee will immediately notify the Depositor
and the Servicer. In the case of Form 10-D and 10-K, the Depositor, Servicer and Trustee will cooperate
to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the
Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs
to be amended due to any Additional Disclosure items, the Trustee will notify the Depositor and the
Servicer and such parties will cooperate to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer of the
Servicer in charge of the servicing function. The Depositor and Servicer acknowledge that the
performance by the Trustee of its duties under this Section 3.18(a)(vi) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
is contingent upon the Servicer and the Depositor timely performing their duties under this Section.
The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or
any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee's inability or
failure to receive, on a timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
not resulting from its own negligence, bad faith or willful misconduct.
The Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within its control related to this
Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all
necessary reports with the Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 3.18; provided, however, the Trustee will cooperate with the
Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor
deems necessary under the Exchange Act. Fees and expenses incurred by the Trustee in connection with
this Section 3.18 shall not be reimbursable from the Trust Fund.
(c) In connection with the filing of any Form 10-K hereunder, the Trustee shall sign a
certification (a "Form of Back-Up Certification for Form 10-K Certificate," substantially in the form
attached hereto as Exhibit Q-2) for the Depositor regarding certain aspects of the Form 10-K
certification signed by the Servicer, provided, however, that the Trustee shall not be required to
undertake an analysis of any accountant's report attached as an exhibit to the Form 10-K.
(d) The Trustee shall indemnify and hold harmless the Depositor and the Servicer and their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach of the Trustee's obligations under Section 3.17 and
Section 3.18 or the Trustee's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and the Servicer and their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach of the obligations of the Depositor under Section 3.16,
Section 3.17 and Section 3.18 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith.
The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach of the obligations of the Servicer under this Section
3.18 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the
Trustee, the Depositor or the Servicer, as applicable, then the defaulting party, in connection with a
breach of its respective obligations under this Section 3.18 or its respective negligence, bad faith or
willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or
payable by the other parties as a result of the losses, claims, damages or liabilities of the other
party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
(e) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require
the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification
contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the
lack of required information as set forth in Section 3.16(a) or required signatures on such Form 10-K or
any certification contained therein shall not be regarded as a breach by the Trustee of any obligation
under this Agreement.
Failure of the Servicer to comply with this Section 3.18 (including with respect to the
timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the
direction of the Depositor shall, in addition to whatever rights the Trustee may have under this
Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon
notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This
paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended
without the consent of the Certificateholders.
Section 3.19. UCC. The Depositor shall inform the Trustee in writing of any Uniform
Commercial Code financing statements that were filed on the Closing Date in connection with the Trust
with stamped recorded copies of such financing statements to be delivered to the Trustee promptly upon
receipt by the Depositor. The Trustee agrees to monitor and notify the Depositor if any continuation
statements for such Uniform Commercial Code financing statements need to be filed. If directed by the
Depositor in writing, the Trustee will file any such continuation statements solely at the expense of
the Depositor. The Depositor shall file any financing statements or amendments thereto required by any
change in the Uniform Commercial Code.
Section 3.20. Optional Purchase of Defaulted Mortgage Loans.
(a) With respect to any Mortgage Loan which as of the first day of a Fiscal Quarter is
delinquent in payment by 90 days or more or is an REO Property, the Company shall have the right to
purchase such Mortgage Loan from the Trust at a price equal to the Repurchase 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.
(b) If at any time the Company deposits, or remits to the Servicer (to the extent it is
not the Servicer) for deposit, in the Custodial Account the amount of the Repurchase Price for a
Mortgage Loan and the Company provides to the Trustee a certification signed by a Servicing Officer
stating that the amount of such payment has been deposited in the Custodial Account, then the Trustee
shall execute the assignment of such Mortgage Loan to the Company at the request of the Company without
recourse, representation or warranty and the Company shall succeed to all of the Trustee's right, title
and interest in and to such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Company 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 3.21. Books and Records.
(a) The Servicer shall be responsible for maintaining, and shall maintain, a complete set
of books and records for the Mortgage Loans which shall be appropriately identified in the Servicer's
computer system to clearly reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Servicer shall maintain in its possession, available for inspection by the Trustee and shall deliver to
the Trustee upon demand, evidence of compliance with all federal, state and local laws, rules and
regulations. To the extent that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Servicer may be in the form of
microfilm or microfiche or such other reliable means of recreating original documents, including, but
not limited to, optical imagery techniques so long as the Servicer complies with the requirements of
Accepted Servicing Practices.
(b) The Servicer shall maintain with respect to each Mortgage Loan and shall make
available for inspection by the Trustee the related servicing file during the time such Mortgage Loan is
subject to this Agreement and thereafter in accordance with applicable law.
(c) Payments on the Mortgage Loans, including any payoffs, made in accordance with the
related Mortgage File will be entered in the 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 3.22. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of
this Agreement is to facilitate compliance by the Sponsor, the Trustee 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 in writing, as agreed to and executed by the
parties hereto, 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 Sponsor, the Trustee or the Depositor for delivery of additional or
different information as the Sponsor, the Trustee or the Depositor may determine in good faith is
necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall
be required to effect any such changes in the parties' obligations as are necessary to accommodate
evolving interpretations of the provisions of Regulation AB.
ARTICLE IV
Accounts
Section 4.01. Custodial Account. (a) The Servicer shall segregate and hold all funds
collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts held in trust for the
Certificateholders. Each Custodial Account shall be an Eligible Account. The Custodial Account shall
be maintained as a segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series, and the other accounts of the Servicer. Each Custodial Account
shall be reconciled within 45 days after each bank statement cut-off date.
Within two Business Days of receipt, except as otherwise specifically provided herein, the
Servicer shall deposit or cause to be deposited the following payments and collections remitted by
subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest due on such Mortgage Loans on or before the Cut-off Date) and
the following amounts required to be deposited hereunder:
(i) Scheduled Payments on the Mortgage Loans received or any related portion
thereof advanced by the Servicer which were due during or before the related Due Period, net of the
amount thereof comprising the Servicing Fee;
(ii) Full Principal Prepayments, Subsequent Recoveries and any Liquidation Proceeds
received by the Servicer with respect to the Mortgage Loans in the related Prepayment Period with
interest to the date of prepayment or liquidation, net of the amount thereof comprising the Servicing
Fee;
(iii) Partial Principal Prepayments received by the Servicer for the Mortgage Loans
in the related Prepayment Period;
(iv) Any Monthly Advance and any Compensating Interest Payments;
(v) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the Servicer;
(vi) The Repurchase Price with respect to any Mortgage Loans purchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts
which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a Repurchase Price
in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the Repurchase Price with
respect to any Mortgage Loans purchased pursuant to Section 3.20, and all proceeds of any Mortgage Loans
or property acquired with respect thereto repurchased by the Depositor or its designee pursuant to
Section 10.01;
(vii) Any amounts required to be deposited with respect to losses on investments of
deposits in an Account;
(viii) Any amounts received by the Servicer in connection with any Prepayment Charge
on the Prepayment Charge Loans; and
(ix) Any other amounts received by or on behalf of the Servicer and required to be
deposited in the Custodial Account pursuant to this Agreement.
(b) All amounts deposited to the Custodial Account shall be held by the 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 Custodial Account or the Distribution
Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement
account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the
items enumerated in Sections 4.04(a)(i) through (iv) and (vi) through (xi) with respect to the Trustee
and the Servicer, need not be credited by the Servicer to the Distribution Account or the Custodial
Account, as applicable. Amounts received by the Servicer in connection with Prepayment Charges on the
Prepayment Charge Loans shall be remitted by the Servicer to the Trustee and deposited by the Trustee
into the Class XP Reserve Account upon receipt thereof. In the event that the Servicer shall deposit or
cause to be deposited to the Distribution Account any amount not required to be credited thereto, the
Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Servicer, shall
promptly transfer such amount to the Servicer, any provision herein to the contrary notwithstanding.
(c) The amount at any time credited to the Custodial Account may be invested, in the name
of the Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted Investments as
directed by the Servicer. 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 on amounts on deposit in the Custodial Account from time to time
shall be for the account of the Servicer. The Servicer from time to time shall be permitted to withdraw
or receive distribution of any and all investment earnings from the Custodial Account. 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 Servicer. The Servicer shall deposit the amount of any such loss in the
Custodial 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 4.02. Permitted Withdrawals and Transfers from the Custodial Account.
(a) The Servicer will, from time to time on demand of the Trustee, make or cause to be made such
withdrawals or transfers from the Custodial Account as the Servicer has designated for such transfer or
withdrawal pursuant to this Agreement. The Servicer may clear and terminate the Custodial Account
pursuant to Section 10.01 and remove amounts from time to time deposited in error.
(b) On an ongoing basis, the Servicer shall withdraw from the Custodial Account (i) any
expenses recoverable by the Trustee, the Servicer or the Custodian pursuant to Sections 3.03, 7.04 and
9.05 and (ii) any amounts payable to the Servicer as set forth in Section 3.14.
(c) In addition, on or before each Distribution Account Deposit Date, the Servicer shall
deposit in the Distribution Account (or remit to the Trustee for deposit therein) any Monthly Advances
required to be made by the 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
Servicer will transfer all Available Funds on deposit in the Custodial Account with respect to the
related Distribution Date to the Trustee for deposit in the Distribution Account.
(e) With respect to any remittance received by the Trustee after the Distribution Account
Deposit Date on which such payment was due, the Servicer shall pay to the Trustee interest on any such
late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change of the
Prime Rate, plus two percentage points, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be remitted to the Trustee by the Servicer on the date such late
payment is made and shall cover the period commencing with such Distribution Account Deposit Date and
ending with the Business Day on which such payment is made, both inclusive. The payment by the Servicer
of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of
Default by the Servicer.
Section 4.03. Distribution Account. (a) The Trustee shall establish and maintain in the
name of the Trustee, for the benefit of the Certificateholders, the Distribution Account as a segregated
trust account or accounts. The Trustee shall deposit into the Distribution Account all amounts in
respect to Available Funds received by it from the Servicer.
(b) All amounts deposited to the Distribution Account shall be held by 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 a trust account of the Trust Fund segregated
on the books of the Trustee and held by the Trustee in trust in its Corporate Trust Office, and the
Distribution Account and the funds deposited therein shall not be subject to, and shall be protected
from, all claims, liens, and encumbrances of any creditors or depositors of the Trustee (whether made
directly, or indirectly through a liquidator or receiver of the Trustee). The Distribution Account
shall be an Eligible Account. The amount at any time credited to the Distribution Account may be
invested in the name of the Trustee in Permitted Investments selected by the Trustee. All Permitted
Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held
until, the next succeeding Distribution Date if the obligor for such Permitted Investment is the Trustee
or, if such obligor is any other Person, the Business Day preceding such Distribution Date. All
investment earnings on amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The Trustee shall be permitted to
withdraw or receive distribution of any and all investment earnings from the Distribution Account on
each Distribution Date. If there is any loss on a Permitted Investment, the Trustee shall deposit the
amount of such loss for deposit in the Distribution Account. With respect to the Distribution Account
and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that
the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition
to a claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to
state chartered banking corporations.
Section 4.04. Permitted Withdrawals and Transfers from the Distribution Account.
(a) The Trustee will, from time to time on demand of the Servicer, make or cause to be made such
withdrawals or transfers from the Distribution Account as the Servicer has designated for such transfer
or withdrawal pursuant to this Agreement or as the Trustee deems necessary for the following purposes
(limited in the case of amounts due the Servicer to those not withdrawn from the Custodial Account in
accordance with the terms of this Agreement):
(i) to reimburse itself or the Servicer for any Monthly Advance of its own funds,
the right of the Trustee 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 with respect to which such Monthly Advance was made;
(ii) to reimburse the Servicer from Insurance Proceeds or Liquidation Proceeds
relating to a particular Mortgage Loan for amounts expended by 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;
(iii) to reimburse the Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to reimburse the
Servicer from Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses incurred
with respect to such Mortgage Loan; provided that the 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 Section
4.04(a) to the Servicer; and (ii) such Liquidation Expenses were not included in the computation of such
Excess Liquidation Proceeds;
(iv) to pay the Servicer, from Liquidation Proceeds or Insurance Proceeds received
in connection with the liquidation of any Mortgage Loan, the amount which the Servicer would have been
entitled to receive under clause (ix) of this Section 4.04(a) as servicing compensation on account of
each defaulted scheduled payment on such Mortgage Loan if paid in a timely manner by the related
Mortgagor;
(v) to pay the Servicer from the Repurchase Price for any Mortgage Loan, the
amount which the Servicer would have been entitled to receive under clause (ix) of this Section 4.04(a)
as servicing compensation;
(vi) to reimburse the Servicer for advances of funds (other than Monthly Advances)
made with respect to the Mortgage Loans, and the right to reimbursement pursuant to this clause being
limited to amounts received on the related Mortgage Loan (including, for this purpose, the Repurchase
Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the
payments for which such advances were made;
(vii) to reimburse the Trustee or the Servicer for any Nonrecoverable Advance that
has not been reimbursed pursuant to clauses (i) and (vi);
(viii) to pay the Servicer as set forth in Section 3.14;
(ix) to reimburse the Servicer for expenses, costs and liabilities incurred by and
reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(x) to pay to the Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds;
(xi) to reimburse the Trustee or the Custodian for expenses, costs and liabilities
incurred by or reimbursable to it pursuant to this Agreement;
(xii) to pay itself the Trustee Fee set forth in Section 9.05;
(xiii) to remove amounts deposited in error; and
(xiv) to clear and terminate the Distribution Account pursuant to Section 10.01.
(b) The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis and shall provide a copy to the Trustee, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to clauses (i) through (vi) and (vii) or with
respect to any such amounts which would have been covered by such clauses had the amounts not been
retained by the Servicer without being deposited in the Distribution Account under Section 4.01(b).
Reimbursements made pursuant to clauses (vii), (ix) and (xi) will be allocated between the Loan Groups
pro rata based on the aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group.
(c) On each Distribution Date, the Trustee shall distribute the Available Funds to the
extent on deposit in the Distribution Account to the Holders of the related Certificates in accordance
with Section 6.01.
Section 4.05. Adjustable Rate Supplemental Fund.
(a) No later than the initial Distribution Date, the Trustee shall establish and
maintain, in trust for the benefit of the holders of the Group I Certficates and the Group II
Certificates, a segregated trust account (or accounts) or sub-account (or sub-accounts) of a trust
account, which shall be titled "Adjustable Rate Supplemental Fund, Xxxxx Fargo Bank, National
Association, as Trustee for the benefit of holders of Structured Asset Mortgage Investments II Inc.,
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3" (the
"Adjustable Rate Supplemental Fund"). The Adjustable Rate Supplemental Fund shall be an Eligible Account
or a sub-account of an Eligible Account. No later than the initial Distribution Date, the Depositor
shall pay to the Trustee an amount equal to (i) in the case of the Group I Certificates, $25,000, which
shall be deposited by the Trustee into the Adjustable Rate Supplemental Fund for the benefit of the
Group I Certificates and (ii) in the case of the Group II Certificates, $25,000, which shall be
deposited by the Trustee into the Adjustable Rate Supplemental Fund for the benefit of the Group II
Certificates. Pursuant to Section 6.01, on the initial Distribution Date, amounts on deposit in the
Adjustable Rate Supplemental Fund will be withdrawn from the Adjustable Rate Supplemental Fund and paid
to the Group I Certificates and the Group II Certificates, as applicable, to the extent that Current
Interest on such Certificates on the initial Distribution Date is reduced by application of the related
Net Rate Cap on such initial Distribution Date. The Adjustable Rate Supplemental Fund will be entitled
to be replenished on each future Distribution Date from the Interest Funds otherwise payable on such
Distribution Date to, in the case of the Group I Certificates, the Class I-B-IO Certificates or, in the
case of the Group II Certificates, the Class II-B-IO Certificates, as applicable, until the Adjustable
Rate Supplemental Fund has been replenished to the extent of the amount paid from the Adjustable Rate
Supplemental Fund to the Group I Certificates and the Group II Certificates, as applicable, on the
initial Distribution Date. On each future Distribution Date, all amounts on deposit in the Adjustable
Rate Supplemental Fund as set forth in the preceding sentence will be distributed to the Depositor or
its designee. On the Distribution Date on which the aggregate of the amounts replenished to the
Adjustable Rate Supplemental Fund equals $25,000 with respect to each Loan Group, all amounts then on
deposit in the Adjustable Rate Supplemental Fund will be distributed to the Depositor or its designee
(as set forth in the preceding sentence), and following such distributions the Adjustable Rate
Supplemental Fund will be terminated.
(b) The Trustee will invest funds deposited in the Adjustable Rate Supplemental Fund as
directed by the Depositor or its designee in writing in Permitted Investments with a maturity date (i)
no later than the Business Day immediately preceding the date on which such funds are required to be
withdrawn from the Adjustable Rate Supplemental Fund pursuant to this Agreement, if a Person other than
the Trustee or an Affiliate of the Trustee is the obligor for such Permitted Investment, or (ii) no
later than the date on which such funds are required to be withdrawn from the Adjustable Rate
Supplemental Fund pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the
obligor for such Permitted Investment (or, if no written direction is received by the Trustee from the
Depositor, then funds in the Adjustable Rate Supplemental Fund shall remain uninvested). For federal
income tax purposes, the Depositor shall be the owner of the Adjustable Rate Supplemental Fund and shall
report all items of income, deduction, gain or loss arising therefrom. At no time will the Adjustable
Rate Supplemental Fund be an asset of any REMIC created hereunder. All income and gain realized from
investment of funds deposited in the Adjustable Rate Supplemental Fund, which investment shall be made
solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the
Depositor and shall be remitted by the Trustee to the Depositor within one Business Day after the
termination of the Adjustable Rate Supplemental Fund. The Depositor shall deposit in the Adjustable Rate
Supplemental Fund the amount of any net loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss, without any right of reimbursement therefor.
Section 4.06. Statements to the Trustee
The Servicer shall furnish to the Trustee an individual Mortgage Loan accounting report (a
"Report"), as of the last Business Day of each month, in the Servicer's assigned loan number order to
document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each
month, such Report shall be received by the Trustee no later than the 10th calendar day of the month of
the related Distribution Date (or November 10, 2006, in the case of the initial Report) a report in an
Excel (or compatible) electronic format (that can be downloaded into a Sybase database), in such format
as may be mutually agreed upon by both the Trustee and the Servicer, and in hard copy, which Report
shall contain the following:
(i) with respect to each Monthly Payment received or advanced during the related
Due Period, the amount of such remittance allocable to interest and to principal; the amount of
Principal Prepayments and prepayment penalties received during the related Prepayment Period;
(ii) the amount of Servicing Compensation received by the Servicer during the prior
Due Period;
(iii) the aggregate Stated Principal Balance of the Mortgage Loans;
(iv) the number and aggregate outstanding principal balances of Mortgage Loans (a)
Delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has
commenced; and (c) as to which REO Property has been acquired; and
(v) such other data as may reasonably be required by the Trustee in order to make
distributions to the Certificateholders on such Distribution Date.
The Servicer shall also provide with each such Report a trial balance, sorted in the
Trustee's assigned loan number order, and such other loan level information as described on Exhibits K
and L, in electronic tape form.
The Servicer shall prepare and file any and all information statements or other
filings required to be delivered to any governmental taxing authority or to the Trustee pursuant to any
applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In
addition, the Servicer shall provide the Trustee with such information concerning the Mortgage Loans as
is necessary for the Trustee to prepare the Trust's income tax returns as the Trustee may reasonably
request from time to time.
Section 4.07. Reserved.
Section 4.08. Reserve Fund.
(a) On or before the Closing Date, the Trustee shall establish one or more segregated
trust accounts (the "Reserve Fund") on behalf of the Holders of the Group I Certificates (other than the
Class X Certificates), Class I-B-IO Certificates, Group II Certificates and Class II-B-IO Certificates.
The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, Xxxxx
Fargo Bank, National Association as Trustee f/b/o holders of Structured Asset Mortgage Investments II
Inc., Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series
2006-AR3." The Trustee shall demand payment of all money payable by each Cap Counterparty under each
Cap Contract. The Trustee shall deposit in the Reserve Fund all Cap Contract Payment Amounts and, prior
to distribution of such amounts pursuant to Sections 6.01(a) and 6.01(b), all payments from Excess Cash
Flow described under the Fourteenth and Fifteenth clauses of Section 6.01(a) and the Ninth and Tenth
clauses of Section 6.01(b). All Cap Contract Payment Amounts received from Cap Contracts benefiting the
Group I Certificateholders (other than the Holders of the Class X Certificates) and the Excess Cash Flow
amounts described in the Fourteenth and Fifteenth clauses of Section 6.01(a) deposited to the Reserve
Fund shall be held by the Trustee on behalf of the Trust, in trust for the benefit of the applicable
Group I Certificateholders (other than the Holders of the Class X Certificates) and the Class I-B-IO
Certificateholders in accordance with the terms and provisions of this Agreement. On each Distribution
Date, the Trustee shall distribute amounts on deposit in the Reserve Fund held in trust for the benefit
of the Group I Certificateholders (other than the Holders of the Class X Certificates) and the Class
I-B-IO Certificateholders in accordance with the Fourteenth and Fifteenth clauses of Section 6.01(a) and
Section 6.01(c). All Cap Contract Payment Amounts received from Cap Contracts benefiting the Holders of
the Group II Certificates and the Excess Cash Flow amounts described in the Ninth and Tenth clauses of
Section 6.01(b) deposited to the Reserve Fund shall be held by the Trustee on behalf of the Trust, in
trust for the benefit of the applicable Group II Certificateholders and the Class II-B-IO
Certificateholders in accordance with the terms and provisions of this Agreement. On each Distribution
Date, the Trustee shall distribute amounts on deposit in the Reserve Fund held in trust for the benefit
of the Group II Certificateholders and the Class II-B-IO Certificateholders in accordance with the Ninth
and Tenth clauses of Section 6.01(b) and Section 6.01(d).
(b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation
Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-AR3 REMIC. The
Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal income tax
purposes, the Class B-IO Certificateholders shall be the beneficial owners of the Reserve Fund, subject
to the power of the Trustee to distribute amounts under the Fourteenth and Fifteenth clauses of Section
6.01(a), the Ninth and Tenth clauses of Section 6.01(b), Section 6.01(c) and Section 6.01(d) and shall
report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, (i)
amounts distributed to Group I Certificateholders pursuant to the Fourteenth and Fifteenth clauses of
Section 6.01(a) and Section 6.01(c) will be treated as first distributed to the Class I-B-IO
Certificateholders and then paid from the Class I-B-IO Certificateholders to such Holders and (ii)
amounts distributed to Group II Certificateholders pursuant to the Ninth and Tenth clauses of Section
6.01(b) and Section 6.01(d) will be treated as first distributed to the Class II-B-IO Certificateholders
and then paid from the Class II-B-IO Certificateholders to such Holders. Amounts in the Reserve Fund
held in trust for the benefit of the Holders of the Group I Certificates (other than the Class X
Certificates) and Class I-B-IO Certificates shall, at the written direction of the Class I-B-IO
Certificateholders, be invested in Permitted Investments that mature no later than the Business Day
prior to the next succeeding Distribution Date. Amounts in the Reserve Fund held in trust for the
benefit of the Holders of the Group II Certificates and the Class II-B-IO Certificates shall, at the
written direction of the Class II-B-IO Certificateholders, be invested in Permitted Investments that
mature no later than the Business Day prior to the next succeeding Distribution Date. If no written
direction is received, the amounts in the Reserve Fund shall remain uninvested. Any losses on the
related Permitted Investments shall not in any case be a liability of the Trustee, but an amount equal
to such losses shall be given by the related Class B-IO Certificateholders to the Trustee out of such
Certificateholders' own funds immediately as realized, for deposit by the Trustee into the Reserve
Fund. To the extent that the related Class B-IO Certificateholders have provided the Trustee with such
written direction to invest such funds in Permitted Investments, on each Distribution Date the Trustee
shall distribute all net income and gain from such Permitted Investments in the Reserve Fund to such
Class B-IO Certificateholders, not as a distribution in respect of any interest in any 2006-AR3 REMIC.
All monies earned on amounts on deposit in the Reserve Fund held in trust for the benefit of the Holders
of the Group I Certificates (other than the Class X Certificates) and the Class I-B-IO Certificates
shall be taxable to the Class I-B-IO Certificateholders. All monies earned on amounts on deposit in the
Reserve Fund held in trust for the benefit of the Holders of the Group II Certificates and the Class
II-B-IO Certificates shall be taxable to the Class II-B-IO Certificateholders.
Section 4.09. Class XP Reserve Account. (a) The Paying Agent shall establish and maintain
with itself a separate, segregated trust account, which shall be an Eligible Account, titled "Reserve
Account, Xxxxx Fargo Bank, National Association, as Trustee for the benefit of holders of Structured
Asset Mortgage Investments II Inc., Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through
Certificates, Series 2006-AR3, Class XP." Funds on deposit in the Class XP Reserve Account shall be held
in trust by the Trustee for the holder of the related Class XP Certificates. The Class XP Reserve
Account will not represent an interest in any 2006-AR3 REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the
Business Day prior to each Distribution Date, the Trustee shall withdraw the amount then on deposit in
the Class XP Reserve Account and deposit such amount into the Distribution Account to be distributed to
the Holders of the related Class XP Certificates in accordance with Section 6.01(e). In addition, on
the earlier of (x) the Business Day prior to the Distribution Date on which all the assets of the
related Loan Group are repurchased as described in Section 10.01(a), and (y) the Business Day prior to
the Distribution Date occurring in November 2009, the Trustee shall withdraw the amount on deposit in the
Class XP Reserve Account and deposit such amount into the Distribution Account and pay such amount to
the related Class XP Certificates in accordance with Section 6.01(e), and following such withdrawal the
Class XP Reserve Account shall be closed.
Section 4.10. Final Maturity Reserve Account.
No later than the Closing Date, the Paying Agent shall establish and maintain in the name of
the Holders of the Group I Certificates and the Underlying Class I-A-2B Certificates, the Final Maturity
Reserve Account as a segregated trust account. The Paying Agent shall keep records that accurately
reflect the funds on deposit in the Final Maturity Reserve Account.
The Paying Agent will invest funds deposited in the Final Maturity Reserve Account as directed
by the Class I-B-IO Certificateholders in writing in Permitted Investments with a maturity date no later
than the Business Day immediately preceding the date on which such funds are required to be withdrawn
from the Final Maturity Reserve Account pursuant to this Agreement. If no written direction with
respect to such Permitted Investment shall be received by the Paying Agent from the Class I-B-IO
Certificateholders, then funds in the Final Maturity Reserve Account shall be invested in the Xxxxx
Fargo Prime Advantage Money Market Fund. All income and gain realized from investment of funds
deposited in the Final Maturity Reserve Account shall be for the sole and exclusive benefit of the Class
I-B-IO Certificateholders.
If, on the Distribution Date occurring in November 2016, or on any Distribution Date
thereafter, any Group I Certificates are outstanding and the aggregate Stated Principal Balance of the
Group I Mortgage Loans with original terms to maturity in excess of 30 years is greater than the
applicable scheduled amount for such Distribution Date set forth in Schedule A hereto, then the Trustee
shall deposit into the Final Maturity Reserve Account, from Interest Funds with respect to such
Distribution Date, the Coupon Strip for such Distribution Date, in accordance with the payment priority
set forth in Section 6.01(a)(first), until the amount on deposit in the Final Maturity Reserve Account
is equal to the Final Maturity Reserve Account Target.
If, on any Distribution Date, any amounts on deposit in the Final Maturity Reserve Account
exceed the lesser of (i) the aggregate Current Principal Amount of the Group I Offered Certificates and
the Underlying Class I-A-2B Certificates as of such date, and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans with original terms to maturity in excess of 30 years as of such
date, an amount equal to such excess shall be shall be distributed by the Trustee to the Class I-B-IO
Certificates on such Distribution Date as a part of the Class I-B-IO Distribution Amount.
On the earlier of (i) the Distribution Date in occurring in November 2016 and (ii) the
Distribution Date on which the final distribution of payments from the Group I Mortgage Loans and the
other assets in the trust is expected to be made, funds on deposit in the Final Maturity Reserve Account
will be distributed to the Certificates in the following order of priority (provided, however, if the
Group I Mortgage Loans are purchased on the related Optional Termination Date, the funds on deposit in
the Final Maturity Reserve Account will be used to make payments in accordance with priorities fourth
and fifth below after application of the Termination Purchase Price):
first, to the Class I-A-1, Class I-A-2A, Underlying Class I-A-2B (or the Swap
Counterparty as set forth in the Grantor Trust Agreement) and Class I-A-3 Certificates, pro
rata, in accordance with their respective outstanding Current Principal Amounts until the
Current Principal Amounts thereof have been reduced to zero;
second, sequentially, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class
I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, in that order, after
giving effect to principal distributions on such Distribution Date, until the Current Principal
Amounts of each such Class thereof have been reduced to zero;
third, to each Class of Group I Offered Certificates (other than the Grantor Trust
Class I-A-2B Certificates) and the Underlying Class I-A-2B Certificates, any Current Interest
and Interest Carry Forward Amount for each such Class remaining unpaid after giving effect to
interest distributions on such Distribution Date in accordance with payment priorities set
forth in Section 6.01(a);
fourth, to each Class of Group I Offered Certificates (other than the Grantor Trust
Class I-A-2B Certificates) and the Underlying Class I-A-2B Certificates, any Basis Risk
Shortfall Carry-forward Amount for each such Class remaining unpaid after giving effect to the
distributions on such Distribution Date in accordance with payment priorities set forth in
Section 6.01(a); and
fifth, to the Class I-B-IO Certificates, any remaining amount.
The forgoing distributions will be treated as an amount paid by the holder of the Class I-B-IO
Certificates to purchase the outstanding Offered Certificates and will be deemed made pursuant to a
mandatory purchase of the Offered Certificates by the holder of the Class I-B-IO Certificates.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Trustee have entered
into a Depository Agreement dated as of the Closing Date (the "Depository Agreement"). Except for the
Residual Certificates, the Private Certificates and the Individual Certificates and as provided in
Section 5.01(b), the Certificates shall at all times remain registered in the name of the Depository or
its nominee and at all times: (i) registration of such Certificates may not be transferred by the
Trustee except to a successor to the Depository; (ii) ownership and transfers of registration of such
Certificates on the books of the Depository shall be governed by applicable rules established by the
Depository; (iii) the Depository may collect its usual and customary fees, charges and expenses from its
Depository Participants; (iv) the Trustee shall deal with the Depository as representative of such
Certificate Owners of the respective Class of Certificates for purposes of exercising the rights of
Certificateholders under this Agreement, and requests and directions for and votes of such
representative shall not be deemed to be inconsistent if they are made with respect to different
Certificate Owners; and (v) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If
at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee
cause such Class to become Global Certificates, the Trustee and the Depositor 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.
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.
(b) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no
longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is
unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the
Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee
shall request that the Depository notify all Certificate Owners of the occurrence of any such event and
of the availability of definitive, fully registered Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of the Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall issue the definitive Certificates.
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 interest in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository
or the related Depository Participant with directions for the Trustee to exchange or cause the exchange
of the Certificate Owner's interest in such Class of Certificates for an equivalent interest in fully
registered definitive form. Upon receipt by the Trustee of instructions from the Depository directing
the Trustee to effect such exchange (such instructions to contain information regarding the Class of
Certificates and the Current Principal Amount being exchanged, the Depository Participant account to be
debited with the decrease, the registered holder of and delivery instructions for the definitive
Certificate, and any other information reasonably required by the Trustee), (i) the Trustee shall
instruct the Depository to reduce the related Depository Participant's account by the aggregate Current
Principal Amount of the definitive Certificate, (ii) the Trustee shall execute and deliver, in
accordance with the registration and delivery instructions provided by the Depository, a Definitive
Certificate evidencing such Certificate Owner's interest in such Class of Certificates and (iii) the
Trustee shall execute a new Book-Entry Certificate reflecting the reduction in the aggregate Current
Principal Amount of such Class of Certificates by the amount of the definitive Certificates.
Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any
instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and shall be
protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group I Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, pass-through rate
(the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each
of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). None of the REMIC I Regular
Interests will be certificated.
Uncertificated
REMIC I Pass-Through Initial Uncertificated
Class Designation for each REMIC I Interest Rate Principal Balance
W (1) N/A
LT1 Variable(1) $433,034,227.58
LT2 Variable(1) $19,345.76
LT3 0.00% $23,964.39
LT4 Variable(1) $23,964.39
I-X-I 0.400% (2)
Component I of the Class R N/A N/A
___________________________________
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
(2) REMIC I Regular Interest I-X-II will not have an Uncertificated Principal Balance, but will bear
interest at a fixed pass-through rate equal to 0.400% per annum on a notional amount equal to the
aggregate Stated Principal Balance immediately prior to such Distribution Date of the Group I
Mortgage Loans having "hard" prepayment charges for a term of three years from origination.
(ii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." Component II of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax
law. The following table irrevocably sets forth the designation, pass-through rate (the "Uncertificated
REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular
interests" in REMIC II (the "REMIC II Regular Interests"). None of the REMIC II Regular Interests will
be certificated.
Class Designation for each REMIC II Uncertificated REMIC II Pass-Through Initial Uncertificated
Interest Rate Principal Balance
__________________________________________________________________________________________________________________
LT5 Variable(1) $378,276,455.31
LT6 Variable(1) $12,650.57
LT7 0.00% $25,183.37
LT8 Variable(1) $25,183.37
Component II of the Class R N/A N/A
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of
assets consisting of the REMIC I Regular Interests and the REMIC II Regular Interests and any
proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC III." Component II of the Class R Certificates will represent the
sole class of "residual interests" in REMIC III for purposes of the REMIC Provisions under federal
income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate
for the Class of Certificates bearing the same designation (which is, with the substitution of the
Modified Net Rate Cap in each place where the Net Rate Cap occurs in the case of the Class I-A and
Class I-B Certificates, the Uncertificated REMIC III Pass-Through Rate) and initial principal
amount or Uncertificated Principal Balance for each of the "regular interests" in REMIC III (the
"REMIC III Regular Interests"). For federal income tax purposes, payment of (i) any Basis Risk
Shortfall or Basis Risk Shortfall Carry Forward Amount to any Class of Certificates, (ii) in the
case of the Class I-A or Class I-B Certificates, interest accrued at a Pass-Through Rate in excess
of the Modified Net Rate Cap, and (iii) any amounts to the Class I-XP and Class II-XP Certificates
(which shall not be treated as an interest in any REMIC, but as a pass-through interest in the
Trust entitled to any prepayment penalties payable with respect to the Group I Mortgage Loans and
Group II Mortgage Loans, respectively) shall be treated as paid outside of any REMIC formed under
this Agreement and shall not be part of the entitlement of the REMIC III Regular Interest the
ownership of which is represented by the Class of Certificates receiving such payment. REMIC III
Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P will not be certificated.
The Classes of the Certificates shall have the following designations, initial principal
amounts and Pass-Through Rates:
Designation Initial Principal Pass-Through Rate
_________________________________________________________________________________________________
I-A-1 $232,835,000.00 (1)
I-A-2A $65,000,000.00 (1)
Underlying I-A-2B $51,418,000.00 (1)
I-A-3 $38,806,000.00 (1)
I-X Notional (2)
I-B-1 $10,394,000.00 (1)
I-B-2 $8,229,000.00 (1)
I-B-3 $3,032,000.00 (1)
I-B-4 $5,414,000.00 (1)
I-B-5 $3,032,000.00 (1)
I-B-6 $2,166,000.00 (1)
I-B-7 $2,382,000.00 (1)
I-B-8 $2,166,000.00 (1)
I-B-9 $2,166,000.00 (1)
II-A-1 $203,623,000.00 (1)
II-A-2A $44,518,000.00 (1)
Underlying II-A-2B $57,293,000.00 (1)
II-A-3 $33,937,000.00 (1)
II-B-1 $13,620,000.00 (1)
II-B-2 $7,567,000.00 (1)
II-B-3 $5,486,000.00 (1)
II-B-4 $2,081,000.00 (1)
II-B-5 $7,378,000.00 (1)
I-XP-1 N/A (3)
I-XP-2 N/A (3)
II-XP N/A (3)
I-B-IO $6,061,502.12 (4)
II-B-IO $2,836,472.62 (5)
Component III of the Class R N/A N/A
________________
(1) The Class I-A-1, Class I-A-2A, Underlying Class I-A-2B, Class I-A-3, Class I-B-1, Class I-B-2,
Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class
II-A-1, Class II-A-2A, Underlying Class II-A-2B, Class II-A-3, Class II-B-1, Class II-B-2, Class
II-B-3, Class II-B-4 and Class II-B-5 Certificates will bear interest at a pass-through rate equal
to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii) the
related Net Rate Cap. With respect to the Group I Certificates on any Distribution Date occurring
in or after November 2016, in which an amount is payable to the Final Maturity Reserve Account
pursuant to Section 4.10, if the Maximum Coupon Strip Rate exceeds the Coupon Strip Rate, for
federal income tax purposes, each REMIC III Regular Interest, the ownership of which is represented
by the Class I-A Certificates and Class I-B Certificates, will bear interest at a Pass-Through Rate
equal to the least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% per annum and (iii)
the Modified Net Rate Cap. The entitlements of holders of the Class I-A Certificates and Class I-B
Certificates to receive interest in excess of this modified Pass-Through Rate shall be treated as
paid outside of any REMIC formed under this Agreement and shall not be part of the entitlement of
the REMIC III Regular Interest the ownership of which is represented by the Class of Certificates
receiving such payment, instead such amount shall be deemed to have been paid from amounts
distributable in respect of REMIC IV Regular Interest I-B-IO.
(2) The Class I-X Certificates will bear interest at a fixed pass-through rate equal to 0.400% per
annum on the related Notional Amount.
(3) The Class XP Certificates will not bear any interest. The holders of the Class I-XP-2 Certificates
will be entitled to the "hard" Prepayment Charges received on the Hard Prepayment Charge Loans
included in Loan Group I and the holders of the Class I-XP-1 Certificates will be entitled to all
other Prepayment Charges received on the Group I Mortgage Loans to the extent not retained by the
related servicer. The holders of the Class II-XP Certificates will be entitled to the Prepayment
Charges received on the Group II Mortgage Loans. The Class XP Certificates will not represent an
interest in any REMIC. They will instead represent an interest in the Trust constituted by this
Agreement that is a strip of Prepayment Charges associated with the Prepayment Charge Loans.
(4) The Class I-B-IO Certificates will bear interest at a per annum rate equal to the Class I-B-IO
Pass-Through Rate on the related Notional Amount. Amounts paid, or deemed paid, to the Class
I-B-IO Certificates shall be deemed to first be paid to REMIC III Regular Interest I-B-IO-I in
reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have
been reduced to zero and shall then be deemed paid to REMIC III Regular Interest I-B-IO-P in
reduction of the principal balance thereof.
(5) The Class II-B-IO Certificates will bear interest at a per annum rate equal to the Class II-B-IO
Pass-Through Rate on the related Notional Amount. Amounts paid, or deemed paid, to the Class
II-B-IO Certificates shall be deemed to first be paid to REMIC III Regular Interest II-B-IO-I in
reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have
been reduced to zero and shall then be deemed paid to REMIC III Regular Interest II-B-IO-P in
reduction of the principal balance thereof.
(iii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and
II-B-IO-P and any proceeds thereof as a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as "REMIC IV." The Class R-X Certificates will represent the sole Class of
"residual interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for both of the "regular interests" in REMIC IV (the "REMIC IV Regular
Interests").
Class Designation for each REMIC IV Uncertificated REMIC IV Initial Uncertificated
Interest Pass-Through Rate Principal Balance
___________________________________________________________________________________________________________
I-B-IO (1) $6,061,502.12
II-B-IO (2) $2,836,472.62
Class R-X N/A N/A
(1) The Class I-B-IO Certificates will bear interest at a per annum rate equal to the Class I-B-IO
Pass-Through Rate on its Notional Amount. REMIC IV Regular Interest I-B-IO will not have an
Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC III Regular Interests I-B-IO-I and I-B-IO-P.
(2) The Class II-B-IO Certificates will bear interest at a per annum rate equal to the Class II-B-IO
Pass-Through Rate on its Notional Amount. REMIC IV Regular Interest II-B-IO will not have an
Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC III Regular Interests II-B-IO-I and II-B-IO-P.
(d) Solely 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 in the Trust Fund has been designated as the "latest possible maturity date" for the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests
and the Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each Distribution Date and each
Class of Class A Certificates and Class B Certificates, interest shall be calculated on the basis of a
360-day year and the actual number of days elapsed, in each case, based upon the respective Pass-Through
Rate set forth, or determined as provided, above and the Current Principal Amount of such
Class applicable to such Distribution Date. With respect to each Distribution Date and Class X
Certificates, interest shall be calculated on the basis of a 360-day year consisting of 30-day months.
(f) The Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0,
X-0, X-0, X-0, X-0, A-7 and A-8. On original issuance, the Trustee shall sign, countersign and shall
deliver them at the direction of the Depositor. Pending the preparation of definitive Certificates of
any Class, the Trustee may sign and countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor of
the definitive Certificates in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such Certificates. If temporary
Certificates are issued, the Depositor will cause definitive Certificates to be prepared without
unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall
be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office
of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Certificates, the Trustee shall sign and countersign and deliver in exchange therefor a like
aggregate principal amount, in authorized denominations for such Class, of definitive Certificates of
the same Class. Until so exchanged, such temporary Certificates shall in all respects be entitled to
the same benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of
such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be
held by investors through the book-entry facilities of the Depository in minimum denominations of, in
the case of the Offered Certificates, $25,000 and increments of $1.00 in excess thereof, except that one
Certificate of each such Class may be issued in a different amount so that the sum of the denominations
of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on
the Closing Date. On the Closing Date, the Trustee shall execute and countersign Physical Certificates
all in an aggregate principal amount that shall equal the Current Principal Amount of such Class on the
Closing Date. The Private Certificates (other than the Residual Certificates) shall be issued in
certificated fully-registered form in minimum dollar denominations of $25,000 and integral multiples of
$1.00 in excess thereof, except that one Private Certificate of each Class may be issued in a different
amount so that the sum of the denominations of all outstanding Private Certificates of such Class shall
equal the Current Principal Amount of such Class on the Closing Date. The Residual Certificates shall
each be issued in certificated fully-registered form. Each Class of Global Certificates, if any, shall
be issued in fully registered form in minimum dollar denominations of $50,000 and integral multiples of
$1.00 in excess thereof, except that one Certificate of each Class may be in a different denomination so
that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current
Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall execute and
countersign (i) in the case of each Class of Offered Certificates, the Certificate in the entire Current
Principal Amount of the respective Class and (ii) in the case of each Class of Private Certificates,
Individual Certificates all in an aggregate principal amount that shall equal the Current Principal
Amount of each such respective Class on the Closing Date. The Certificates referred to in clause
(i) and if at any time there are to be Global Certificates, the Global Certificates shall be delivered by
the Depositor to the Depository or pursuant to the Depository's instructions, shall be delivered by the
Depositor on behalf of the Depository to and deposited with the DTC Custodian. The Trustee shall sign
the Certificates by facsimile or manual signature and countersign them by manual signature on behalf of
the Trustee by one or more authorized signatories, each of whom shall be Responsible Officers of the
Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were
the authorized signatories of the Trustee or its agent at the time of issuance shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold such positions prior to the
delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for
any purpose, unless there appears on such Certificate the manually executed countersignature of the
Trustee or its agent, and such countersignature upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly executed and delivered hereunder. All
Certificates issued on the Closing Date shall be dated the Closing Date. All Certificates issued
thereafter shall be dated the date of their countersignature.
(i) The Closing Date is hereby designated as the "startup" day of each 2006-AR3 REMIC
within the meaning of Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2006-AR3 REMIC shall have a tax year that is a
calendar year and shall report income on an accrual basis.
(k) The Trustee on behalf of the Trust shall cause each 2006-AR3 REMIC to timely elect to
be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this
Agreement or in the administration of any Trust established hereby shall be resolved in a manner that
preserves the validity of such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or
upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING
(OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF
THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE
OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Trustee shall
maintain at its Corporate Trust Office a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon surrender for registration of
transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the
Trustee shall sign, countersign and shall deliver, in the name of the designated transferee or
transferees, a new Certificate of a like Class and aggregate Fractional Undivided Interest, but bearing
a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon
original issuance or subsequent transfer, each holder of such Certificate acknowledges the restrictions
on the transfer of such Certificate set forth in the Securities Legend and agrees that it will transfer
such a Certificate only as provided herein. In addition to the provisions of Section 5.02(h), the
following restrictions shall apply with respect to the transfer and registration of transfer of an
Private Certificate or a Residual Certificate to a transferee that takes delivery in the form of an
Individual Certificate:
(i) The Trustee shall register the transfer of an Individual Certificate if the
requested transfer is being made to a transferee who has provided the Trustee with a Rule 144A
Certificate or comparable evidence as to its QIB status.
(ii) The Trustee shall register the transfer of any Individual Certificate if (x)
the transferor has advised the Trustee in writing that the Certificate is being transferred to an
Institutional Accredited Investor along with facts surrounding the transfer as set forth in Exhibit F-1
hereto; and (y) prior to the transfer the transferee furnishes to the Trustee an Investment Letter (and
the Trustee shall be fully protected in so doing), provided that, if based upon an Opinion of Counsel
addressed to the Trustee to the effect that the delivery of (x) and (y) above are not sufficient to
confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other applicable laws, the Trustee
shall as a condition of the registration of any such transfer require the transferor to furnish such
other certifications, legal opinions or other information prior to registering the transfer of an
Individual Certificate as shall be set forth in such Opinion of Counsel.
(d) 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 Section 5.02(h), the
rules of the Depository and the following:
(i) In the case of a beneficial interest in the Global Certificate being
transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery
in the form of an Individual Certificate or Certificates and the Trustee shall register such transfer
only upon compliance with the provisions of Section 5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual Certificate or Certificates
of such Class, except as set forth in clause (i) above, the Trustee shall register such transfer only
upon compliance with the provisions of Section 5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class being transferred to a
transferee that takes delivery in the form of a beneficial interest in a Global Certificate of such
Class, the Trustee shall register such transfer if the transferee has provided the Trustee with a Rule
144A 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 Certificate as are sufficient to establish that it is a QIB.
(e) Subject to Section 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such Class, an exchange of an
Individual Certificate or Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificate of such Class, so
long as such Certificate is outstanding and is held by or on behalf of the Depository) may be made only
in accordance with Section 5.02(h), the rules of the Depository and the following:
(i) A holder of a beneficial interest in a Global Certificate of a Class may at
any time exchange such beneficial interest for an Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates of a Class may exchange
such Certificate or Certificates for a beneficial interest in the Global Certificate of such Class if
such holder furnishes to the Trustee a Rule 144A 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.
(f) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a
Class for a beneficial interest in a Global Certificate of such Class as provided herein, the Trustee
shall cancel such Individual Certificate and shall (or shall request the Depository to) endorse on the
schedule affixed to the applicable Global Certificate (or on a continuation of such schedule affixed to
the Global Certificate and made a part thereof) or otherwise make in its books and records an
appropriate notation evidencing the date of such exchange or transfer and an increase in the certificate
balance of the Global Certificate equal to the certificate balance of such Individual Certificate
exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided herein, the Trustee shall
(or shall request the Depository to) endorse on the schedule affixed to such Global Certificate (or on a
continuation of such schedule affixed to such Global Certificate and made a part thereof) or otherwise
make in its books and records an appropriate notation evidencing the date of such exchange or transfer
and a decrease in the certificate balance of such Global Certificate equal to the certificate balance of
such Individual Certificate issued in exchange therefor or upon transfer thereof.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange
for or upon transfer of another Individual Certificate or of a beneficial interest in a Global
Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02,
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 5.01(g) or
any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust Office of the Trustee, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to the Trustee in the case of
transfer and a written request for exchange in the case of exchange. The holder of a beneficial
interest in a Global Certificate may, subject to the rules and procedures of the Depository, cause the
Depository (or its nominee) to notify the Trustee in writing of a request for transfer or exchange of
such beneficial interest for an Individual Certificate or Certificates. Following a proper request for
transfer or exchange, the Trustee shall, within five Business Days of such request made at the Corporate
Trust Office of the Trustee, sign, countersign and deliver at the Corporate Trust Office of the Trustee,
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 Fractional Undivided 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
Trustee by the registered holder in person, or by a duly authorized attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate Fractional Undivided Interest,
upon surrender of the Certificates to be exchanged at the Corporate Trust Office of the Trustee;
provided, however, that no Certificate may be exchanged for new Certificates unless the original
Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to the
minimum authorized denomination or (ii) is acceptable to the Depositor as indicated to the Trustee in
writing. Whenever any Certificates are so surrendered for exchange, the Trustee shall sign and
countersign and the Trustee shall deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.
(j) If the Trustee so requires, every Certificate presented or surrendered for transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer, with a
signature guarantee, in form satisfactory to the Trustee, duly executed by the holder thereof or his or
her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
(l) The Trustee shall cancel all Certificates surrendered for transfer or exchange but
shall retain such Certificates in accordance with its standard retention policy or for such further time
as is required by the record retention requirements of the Securities Exchange Act of 1934, as amended,
and thereafter may destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated
Certificate is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee such security
or indemnity as it may require to save it harmless, and (iii) the Trustee has not received notice that
such Certificate has been acquired by a third Person, the Trustee shall sign, countersign and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of record by
the Trustee and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. Any duplicate Certificate issued pursuant to this Section 5.03 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.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Depositor, the Trustee and any agent of the Depositor 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 pursuant to Section 6.01 and for all other purposes whatsoever.
Neither the Depositor, the Trustee nor any agent of the Depositor or the Trustee shall be affected by
notice to the contrary. No Certificate shall be deemed duly presented for a transfer effective on any
Record Date unless the Certificate to be transferred is presented no later than the close of business on
the third Business Day preceding such Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates,
or interests therein, may not be transferred without the prior express written consent of the Tax
Matters Person and the Sponsor, which cannot be unreasonably withheld. As a prerequisite to such
consent, the proposed transferee must provide the Tax Matters Person, the Sponsor and the Trustee with
an affidavit that the proposed transferee is a Permitted Transferee (and, unless the Tax Matters Person
and the Sponsor consent to the transfer to a person who is not a U.S. Person, an affidavit that it is a
U.S. Person) as provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale or other disposition of a
Residual Certificate, the proposed transferee (including the initial purchasers thereof) delivers to the
Tax Matters Person, the Trustee and the Depositor an affidavit in the form attached hereto as Exhibit E
stating, among other things, that as of the date of such transfer (i) such transferee is a Permitted
Transferee and that (ii) such transferee is not acquiring such Residual Certificate for the account of
any person who is not a Permitted Transferee. The Tax Matters Person shall not consent to a transfer of
a Residual Certificate if it has actual knowledge that any statement made in the affidavit issued
pursuant to the preceding sentence is not true. Notwithstanding any transfer, sale or other disposition
of a Residual Certificate to any Person who is not a Permitted Transferee, such transfer, sale or other
disposition shall be deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Holder of a Residual Certificate for any purpose hereunder, including, but not limited
to, the receipt of distributions thereon. If any purported transfer shall be in violation of the
provisions of this Section 5.05(b), then the prior Holder thereof shall, upon discovery that the
transfer of such Residual Certificate was not in fact permitted by this Section 5.05(b), be restored to
all rights as a Holder thereof retroactive to the date of the purported transfer. None of the Trustee,
the Tax Matters Person or the Depositor shall be under any liability to any Person for any registration
or transfer of a Residual Certificate that is not permitted by this Section 5.05(b) or for making
payments due on such Residual Certificate to the purported Holder thereof or taking any other action
with respect to such purported Holder under the provisions of this Agreement so long as the written
affidavit referred to above was received with respect to such transfer, and the Tax Matters Person, the
Trustee and the Depositor, as applicable, had no knowledge that it was untrue. The prior Holder shall
be entitled to recover from any purported Holder of a Residual Certificate that was in fact not a
permitted transferee under this Section 5.05(b) at the time it became a Holder all payments made on
such Residual Certificate. Each Holder of a Residual Certificate, by acceptance thereof, shall be
deemed for all purposes to have consented to the provisions of this Section 5.05(b) and to any
amendment of this Agreement deemed necessary (whether as a result of new legislation or otherwise) by
counsel of the Tax Matters Person or the Depositor to ensure that the Residual Certificates are not
transferred to any Person who is not a Permitted Transferee and that any transfer of such Residual
Certificates will not cause the imposition of a tax upon the Trust or cause any 2006-AR3 REMIC to fail
to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the
Tax Matters Person shall have consented in writing (which consent may be withheld in the Tax Matters
Person's sole discretion), the Class R Certificates (including a beneficial interest therein) may not be
purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters
Person if it is the Holder of the largest percentage interest of such Certificate, and appoints the
Trustee to act as its agent with respect to all matters concerning the tax obligations of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer
or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless
registered under the Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect
to (i) the initial transfer of the Class XP Certificates or Class R-X Certificates on the Closing Date,
(ii) the transfer of the NIM Securities to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the
Class XP Certificate or Class R-X Certificates to the Depositor or any Affiliate of the Depositor, in
the event that a transfer of a Certificate which is a Physical Certificate is to be made in reliance
upon an exemption from the Securities Act and applicable state securities laws, in order to assure
compliance with the Securities Act and such laws, and the prospective transferee (other than the
Depositor) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee
is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A
Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. 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 Certificate as are sufficient to establish
that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a
QIB, the Trustee may require an Opinion of Counsel addressed to the Trustee that such transaction is
exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be
an expense of the Trustee or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of subsection (b), no
Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf
of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA or
Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan, unless the proposed
transferee provides the Trustee, with an Opinion of Counsel addressed to the Servicer and the Trustee
(upon which they may rely) that is satisfactory to the Trustee, which opinion will not be at the expense
of the Servicer or the Trustee, that the purchase of such Certificates by or on behalf of such Plan is
permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor, the Servicer or the Trustee
to any obligation in addition to those undertaken in this Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section
5.07(a), any Person acquiring an interest in a Global Certificate which is a Private Certificate, by
acquisition of such Certificate, shall be deemed to have represented to the Trustee, and any Person
acquiring an interest in a Private Certificate in definitive form shall represent in writing to the
Trustee, that it is not acquiring an interest in such Certificate directly or indirectly by, or on
behalf of, or with "plan assets" of, any Plan.
(c) Each beneficial owner of a Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class II-B-1, Class II-B-2, Class II-B-3
or Class II-B-4 Certificate or any interest therein shall be deemed to have represented, by virtue of
its acquisition or holding of that certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or interest therein, that
either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P or Xxxxx'x, (ii)
such beneficial owner is not a Plan or investing with "plan assets" of any Plan, or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein
is an "insurance company general account," as such term is defined in Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
(d) Neither the Servicer nor the Trustee 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 Section s (a), (b) or (c)
above shall be void ab initio and such Certificate shall be considered to have been held continuously by
the prior permitted Certificateholder. Any transferor of any Certificate in violation of such
provisions, shall indemnify and hold harmless the Trustee and the Servicer from and against any and all
liabilities, claims, costs or expenses incurred by the Trustee or the Servicer as a result of such
attempted or purported transfer. The Trustee shall have no liability for transfer of any such Global
Certificates in or through book-entry facilities of any Depository or between or among Depository
Participants or Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are
outstanding, (1) the Sponsor will provide or cause to be provided to any holder of such Private
Certificates and any prospective purchaser thereof designated by such a holder, upon the request of such
holder or prospective purchaser, the information required to be provided to such holder or prospective
purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Sponsor shall update such information
from time to time in order to prevent such information from becoming false and misleading and will take
such other actions as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for resales of such Private
Certificates conducted in accordance with Rule 144A.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Certificates. (a) On each Distribution Date, an amount
equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date
shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with
respect to Loan Group I therein and distributed for such Distribution Date, in the following order of
priority:
First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the
Distribution Date in October 2016, if applicable, to the Final Maturity Reserve Account, an amount equal
to the Coupon Strip for such Distribution Date.
Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the
Class I-A, Class I-B and Class I-X Certificates in the following order of priority:
1. to each Class of Class I-A Certificates and Class I-X Certificates, the
Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata,
based on the Current Interest and Interest Carry Forward Amount due to each such Class;
2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class
I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the
Current Interest for each such Class of Certificates;
3. any Excess Spread with respect to Loan Group I to the extent necessary to meet
a level of overcollateralization equal to the Group I Overcollateralization Target Amount will
be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as
part of the Group I Principal Distribution Amount and distributed in accordance with Third (A)
and (B) below; and
4. any remaining Excess Spread with respect to Loan Group I will be the Remaining
Excess Spread with respect to Loan Group I and will be applied, together with the Group I
Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses
Fourth through Nineteenth below.
Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the
following order of priority:
(A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a
Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such
Distribution Date will be distributed as follows:
1. to each Class of Class I-A Certificates on a pro rata basis until the Current
Principal Amount of each such Class is reduced to zero;
2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero;
9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero; and
10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution
Amount until the Current Principal Amount thereof is reduced to zero.
(B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I
Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution
Date will be distributed as follows:
1. to the Class I-A Certificates, from the Group I Principal Distribution Amount,
an amount equal to the Class I-A Principal Distribution Amount will be distributed to each
Class of Class I-A Certificates on a pro rata basis until the Current Principal Amount of each
such Class is reduced to zero;
2. to the Class I-B-1 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
3. to the Class I-B-2 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
4. to the Class I-B-3 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
5. to the Class I-B-4 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
6. to the Class I-B-5 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
7. to the Class I-B-6 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
8. to the Class I-B-7 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero;
9. to the Class I-B-8 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero; and
10. to the Class I-B-9 Certificates, from any remaining Group I Principal
Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal
Amount thereof is reduced to zero.
Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates,
pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any
remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for
such Distribution Date;
Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I
(only with respect to the initial Distribution Date as described herein) and from any remaining Excess
Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall and any
Basis Risk Shortfall Carry-forward Amount for each such Class for such Distribution Date, pro rata,
based on the Basis Risk Shortfall and Basis Risk Shortfall Carry-forward Amount owed to each such Class
(any such amounts distributable from Excess Cash Flow being first deposited to, and then immediately
withdrawn from, the Reserve Fund as provided in Section 4.08);
Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I
(only with respect to the initial Distribution Date as described herein) and from any remaining Excess
Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class
I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order,
any Basis Risk Shortfall and any Basis Risk Shortfall Carry-forward Amount, in each case for such Class
for such Distribution Date (any such amounts distributable from Excess Cash Flow being first deposited
to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);
Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section
4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the
amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal
$25,000 with respect to Loan Group I;
Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class
I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date,
Eighteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class
I-B-IO Certificates, any unreimbursed Class I-B-IO Advances; and
Nineteenth, any remaining amounts with respect to Loan Group I to the Class R Certificates and
the Class R-X Certificates.
If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the
Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced
due to the application of the related Net Rate Cap, the Trustee shall transfer from amounts on deposit
in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or
Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the
amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such
applicable shortfall.
All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry
Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the
Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been
distributed from REMIC III to the holder of the Class I-B-IO Certificates and then paid outside of any
2006-AR3 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their
Certificates the holders of the Certificates agree so to treat such payments for purposes of filing
their income tax returns.
For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in
excess of the Modified Net Rate Cap, to the Class I-A Certificates and Class I-B Certificates shall be
treated as paid outside of any 2006-AR3 REMIC and shall not be part of the entitlement of the REMIC III
Regular Interest the ownership of which is represented by such Class of Certificates receiving such
payment.
(b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds
with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the
Distribution Account to the extent of funds on deposit with respect to Loan Group II therein and
distributed for such Distribution Date, in the following order of priority:
First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid
interest on the Class II-A Certificates and the Class II-B Certificates in the following order of
priority:
1. to each Class of Class II-A Certificates, the Current Interest and then any
Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and
Interest Carry Forward Amount due to each such Class;
2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5
Certificates, sequentially, in that order, the Current Interest for each such Class of
Certificates;
3. any Excess Spread with respect to Loan Group II to the extent necessary to
meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount
will be the Extra Principal Distribution Amount with respect to Loan Group II and will be
included as part of the Group II Principal Distribution Amount and distributed in accordance
with Second (A) and (B) below; and
4. any remaining Excess Spread with respect to Loan Group II will be the
Remaining Excess Spread with respect to Loan Group II and will be applied, together with the
Group II Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third
through Fourteenth below.
Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the
following order of priority:
(A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a
Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such
Distribution Date:
1. to each Class of Class II-A Certificates on a pro rata basis until the Current
Principal Amount of each such Class is reduced to zero;
2. to the Class II-B-1 Certificates, any remaining Group II Principal
Distribution Amount until the Current Principal Amount thereof is reduced to zero;
3. to the Class II-B-2 Certificates, any remaining Group II Principal
Distribution Amount until the Current Principal Amount thereof is reduced to zero;
4. to the Class II-B-3 Certificates, any remaining Group II Principal
Distribution Amount until the Current Principal Amount thereof is reduced to zero;
5. to the Class II-B-4 Certificates, any remaining Group II Principal
Distribution Amount until the Current Principal Amount thereof is reduced to zero; and
6. to the Class II-B-5 Certificates, any remaining Group II Principal
Distribution Amount until the Current Principal Amount thereof is reduced to zero.
(B) For each Distribution Date on or after the related Stepdown Date, so long as a Group
II Trigger Event is not in effect, the Group II Principal Distribution Amount with respect to
Loan Group II for such Distribution Date will be distributed as follows:
1. to the Class II-A Certificates, from the Group II Principal Distribution
Amount, an amount equal to the Class II-A Principal Distribution Amount will be distributed to
each Class of Class II-A Certificates on a pro rata basis until the Current Principal Amount of
each such Class is reduced to zero;
2. to the Class II-B-1 Certificates, from any remaining Group II Principal
Distribution Amount, the Class II-B-1 Principal Distribution Amount, until the Current
Principal Amount thereof is reduced to zero;
3. to the Class II-B-2 Certificates, from any remaining Group II Principal
Distribution Amount, the Class II-B-2 Principal Distribution Amount, until the Current
Principal Amount thereof is reduced to zero;
4. to the Class II-B-3 Certificates, from any remaining Group II Principal
Distribution Amount, the Class II-B-3 Principal Distribution Amount, until the Current
Principal Amount thereof is reduced to zero;
5. to the Class II-B-4 Certificates, from any remaining Group II Principal
Distribution Amount, the Class II-B-4 Principal Distribution Amount, until the Current
Principal Amount thereof is reduced to zero; and
6. to the Class II-B-5 Certificates, from any remaining Group II Principal
Distribution Amount, the Class II-B-5 Principal Distribution Amount, until the Current
Principal Amount thereof is reduced to zero.
Third, from any Excess Cashflow with respect to Loan Group II, to the Class II-A Certificates,
pro rata in accordance with the respective amounts owed to each such Class an amount equal to (a) any
Interest Carry Forward Amount, for each such Class to the extent not fully paid pursuant to subclauses
Second 1 above and then (b) any Unpaid Realized Loss Amount for each such Class for such Distribution
Date.
Fourth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-1
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-2
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-3
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-4
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-5
Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized
Loss Amount for such Class for such Distribution Date;
Ninth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group II
(only with respect to the initial Distribution Date as described herein) and any remaining Excess
Cashflow with respect to Loan Group II, to the Class II-A Certificates, any Basis Risk Shortfall and any
Basis Risk Shortfall Carry-forward Amount for each such Class for such Distribution Date, pro rata,
based on the Basis Risk Shortfall and Basis Risk Shortfall Carry-forward Amount owed to each such Class
(any such amounts distributable from Excess Cash Flow being first deposited to, and then immediately
withdrawn from, the Reserve Fund as provided in Section 4.08);
Tenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group II
(only with respect to the initial Distribution Date as described herein) and any remaining Excess
Cashflow with respect to Loan Group II, to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4
and Class II-B-5 Certificates, sequentially, in that order, any Basis Risk Shortfall and any Basis Risk
Shortfall Carry-forward Amount, in each case for such Class for such Distribution Date (any such amounts
distributable from Excess Cash Flow being first deposited to, and then immediately withdrawn from, the
Reserve Fund as provided in Section 4.08);
Eleventh, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section
4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the
amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal
$25,000 with respect to Loan Group II;
Twelfth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-IO
Certificates, the Class II-B-IO Distribution Amount for such Distribution Date;
Thirteenth, from any remaining Excess Cashflow with respect to Loan Group II, to the Class
II-B-IO Certificates, any unreimbursed Class II-B-IO Advances; and
Fourteenth, any remaining amounts with respect to Loan Group II to the Class R Certificates and
the Class R-X Certificates.
If on the initial Distribution Date, the amounts payable to the Class II-A Certificates and the
Class II-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced
due to the application of the related Net Rate Cap, the Trustee shall transfer from amounts on deposit
in the Adjustable Rate Supplemental Fund for Loan Group II for distribution to the applicable Class or
Classes of Group II Certificates on such Distribution Date, an amount equal to the lesser of (i) the
amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group II, and (ii) the amount of
such applicable shortfall.
All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry
Forward Amounts made pursuant to the provisions of this paragraph (b) (including amounts paid from the
Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been
distributed from REMIC III to the holder of the Class II-B-IO Certificates and then paid outside of any
2006-AR3 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their
Certificates the holders of the Certificates agree so to treat such payments for purposes of filing
their income tax returns.
(c) On each Distribution Date, amounts received under each Cap Contract benefiting the
Holders of the Group I Certificates (other than Holders of the Class X Certificates) and with respect to
such Distribution Date will be allocated in the following order of priority:
First, to Holders of the related Class of Certificates, the payment of any Basis Risk Shortfall
Carry-forward Amount for such Distribution Date, to the extent not covered by the related Excess
Cashflow for such Distribution Date;
Second, from any remaining amounts, to Holders of the related Class of Certificates, the
payment of any Current Interest and Interest Carry Forward Amount for such Class to the extent not
covered by related Interest Funds or related Excess Cashflow on such Distribution Date;
Third, from any excess amounts available from each Cap Contract relating to the Group I
Certificates (other than the Class X Certificates), to Holders of the Class I-B-1, the Class I-B-2, the
Class I-B-3, the Class I-B-4, the Class I-B-5, the Class I-B-6, the Class I-B-7, the Class I-B-8 and the
Class I-B-9 Certificates, in that order, Basis Risk Shortfall Carry-forward Amounts and Current Interest
and Interest Carry Forward Amounts for such Classes to the extent not paid pursuant to clauses First or
Second above or covered by related Interest Funds or related Excess Cashflow on such Distribution Date;
and
Fourth, to the Class I-B-IO Certificateholders, any remaining amounts.
On each Distribution Date, amounts on deposit in the Reserve Fund for the benefit of the
related Group I Certificates will be allocated first to the Class I-A Certificates, pro rata, based on
the current Realized Losses and any Unpaid Realized Loss Amount for each such Class for such
Distribution Date, and then to the Class I-B-1, the Class I-B-2, the Class I-B-3, the Class I-B-4, the
Class I-B-5, the Class I-B-6, the Class I-B-7, the Class I-B-8 and the Class I-B-9 Certificates, in that
order, to pay any current Realized Losses and any Unpaid Realized Loss Amount, in each case, for such
Class and for such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry
Forward Amounts will be treated, for federal income tax purposes, as reimbursable advances ("Class
I-B-IO Advances") made from the Class I-B-IO Certificateholders. Such Class I-B-IO Advances will be paid
back to the Class I-B-IO Certificateholders pursuant to Section 6.01(a).
(d) On each Distribution Date, amounts received under each Cap Contract benefiting the
Group II Certificateholders and with respect to such Distribution Date will be allocated in the
following order of priority:
First, to Holders of the related Class of Certificates, the payment of any Basis Risk Shortfall
Carry-forward Amount for such Distribution Date, to the extent not covered by the related Excess
Cashflow for such Distribution Date;
Second, from any remaining amounts, to Holders of the related Class of Certificates, the
payment of any Current Interest and Interest Carry Forward Amount for such Class to the extent not
covered by Interest Funds or Excess Cashflow on such Distribution Date;
Third, from any excess amounts available from each Cap Contract relating to the Group II
Certificates, to Holders of the Class II-B-1, the Class II-B-2, the Class II-B-3, the Class II-B-4 and
the Class I-B-5 Certificates, in that order, Basis Risk Shortfall Carry-forward Amounts and Current
Interest and Interest Carry Forward Amounts for such Classes to the extent not paid pursuant to clauses
First or Second above or covered by related Interest Funds or related Excess Cashflow on such
Distribution Date; and
Fourth, to the Class II-B-IO Certificateholders, any remaining amounts.
On each Distribution Date, amounts on deposit in the Reserve Fund for the benefit of the
related Group II Certificates will be allocated first to the Class II-A Certificates, pro rata, based on
the current Realized Losses and any Unpaid Realized Loss Amount for each such Class for such
Distribution Date, and then to the Class II-B-1, the Class II-B-2, the Class II-B-3, the Class II-B-4
and the Class II-B-5 Certificates, in that order, to pay any current Realized Losses and any Unpaid
Realized Loss Amount, in each case, for such class and for such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest
Carry Forward Amounts will be treated, for federal income tax purposes, as reimbursable advances ("Class
II-B-IO Advances") made from the Class II-B-IO Certificateholders. Such Class II-B-IO Advances will be
paid back to the Class II-B-IO Certificateholders pursuant to Section 6.01(b).
(e) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans in the related Loan Group
received during the related Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trustee as follows: (I) with respect to the Class I-XP Certificates, (i) all
Prepayment Charges received on the Hard Prepayment Charge Loans (to the extent not waived or retained by
the Servicer as setforth herein), to the Class I-XP-2 Certificates and (ii) all other Prepayment Charges
received on the Group I Mortgage Loans (to the extent not waived or retained by the Servicer as setforth
herein), to the Class I-XP-1 Certificates and (II) with respect to the Class II-XP Certificates, all
Prepayment Charges received on the Group II Mortgage Loans (to the extent not waived or retained by the
Servicer as setforth herein), to the Class II-XP Certificates. Amounts transferred to the Class XP
Reserve Account shall not be available for distribution to the holders of any other Class of
Certificates.
(f) The expenses and fees of the Trust shall be paid by each of the 2006-AR3 REMICs, to
the extent that such expenses relate to the assets of each of such respective 2006-AR3 REMICs, and all
other expenses and fees of the Trust shall be paid pro rata by each of the 2006-AR3 REMICs.
Section 6.02. Allocation of Losses and Subsequent Recoveries. (a) On or prior to each
Determination Date, the Servicer shall determine the amount of any Realized Loss in respect of each
Mortgage Loan that occurred during the immediately preceding calendar month. Any Realized Losses with
respect to the Mortgage Loans shall be applied on the Distribution Date in the month following the month
in which such loss was incurred and, in the case of the principal portion thereof, after giving effect
to distributions made on such Distribution Date, as provided for in Section 6.01, in reduction of the
Current Principal Amount of the Class or Classes of Certificates in the related Loan Group to the extent
provided in the definition of Applied Realized Loss Amount.
(b) In addition, in the event that the Servicer receives any Subsequent Recoveries, the
Servicer shall deposit such funds into the Custodial Account pursuant to Section 4.01(a)(ii). If, after
taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of
such remaining Subsequent Recoveries will be applied to increase the Current Principal Amount of the
Class of Subordinate Certificates in the related Loan Group with the highest payment priority to which
Applied Realized Loss Amounts have been allocated, but not by more than the amount of Applied Realized
Loss Amounts previously allocated to that Class of Subordinate Certificates. The amount of any
remaining Subsequent Recoveries will be applied to sequentially increase the Current Principal Amount of
the Subordinate Certificates in the related Loan Group, beginning with the Class of Subordinate
Certificates with the next highest payment priority, up to the amount of such Applied Realized Loss
Amounts previously allocated to such Class or Classes of Certificates. Holders of such Certificates
will not be entitled to any payments 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 Current Principal Amount of each Subordinate Certificate of such Class
in accordance with its respective Fractional Undivided Interest.
Section 6.03. Payments. (a) On each Distribution Date, other than the final Distribution
Date, the Trustee shall distribute to each Certificateholder of record as of the immediately preceding
Record Date the Certificateholder's pro rata share of its Class (based on the aggregate Fractional
Undivided Interest represented by such Holder's Certificates) of all amounts required to be distributed
on such Distribution Date to such Class. The Trustee shall calculate the amount to be distributed to
each Class and, based on such amounts, the Trustee shall determine the amount to be distributed to each
Certificateholder. The Trustee's calculations of payments shall be based solely on information provided
to the Trustee by the Servicer. The Trustee shall not be required to confirm, verify or recompute any
such information but shall be entitled to rely conclusively on such information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check
mailed to each Certificateholder entitled thereto at the address appearing in the Certificate Register
or (ii) upon receipt by the Trustee on or before the fifth Business Day preceding the Record Date of
written instructions from a Certificateholder by wire transfer to a United States dollar account
maintained by the payee at any United States depository institution with appropriate facilities for
receiving such a wire transfer; provided, however, that the final payment in respect of each Class of
Certificates will be made only upon presentation and surrender of such respective Certificates at the
office or agency of the Trustee specified in the notice to Certificateholders of such final payment.
Section 6.04. Statements to Certificateholders. (a) On each Distribution Date, concurrently
with each distribution to Certificateholders, the Trustee shall make available to the parties hereto,
the Swap Counterparty, the Grantor Trustee (with respect to the Underlying Certificates and the Grantor
Trust Certificates) and each Certificateholder via the Trustee's internet website as set forth below,
the following information, expressed with respect to clauses (i) through (vii) in the aggregate and as a
Fractional Undivided Interest representing an initial Current Principal Amount of $25,000, or in the
case of the Class B-IO Certificates, a Notional Amount of $25,000:
(b) the Current Principal Amount or Notional Amount of each Class 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;
(c) 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);
(d) the Pass-Through Rate for each applicable Class of Certificates with respect to the
current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by applicable the
Net Rate Cap;
(e) the amount of such distribution to Holders of each Class allocable to interest;
(f) the applicable accrual period dates for calculating distributions and general
Distribution Dates;
(g) with respect to each Loan Group, the total cash flows received and the general sources
thereof;
(h) 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 Servicer for the related Due Period;
(i) the amount of any payment made pursuant to each of the Swap Agreements for the benefit
of the related Class of Grantor Trust Certificates;
(j) the amount of any Cap Contract Payment Amount payable to the Trustee;
(k) with respect to each Loan Group, the amount of such distribution to each Certificate
allocable to interest and, with respect to the Group I Certificates, the portion thereof, if any,
provided by the Cap Contract.
(l) with respect to each Loan Group, the amount of such distribution to each Certificate
allocable to interest;
(m) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward Amount
for each Class of Certificates;
(n) with respect to each Loan Group, the aggregate of the Stated Principal Balance of all
of the Mortgage Loans for the following Distribution Date;
(o) the number and Outstanding Principal Balance of the Mortgage Loans that were
Delinquent (exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS method of
calculation (A) are 30 to 59 days Delinquent, (B) are 60 to 89 days Delinquent, (C) are 90 or more days
Delinquent and (D) foreclosure proceedings have been commenced, 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 first lien Mortgage Loans and second lien Mortgage Loans;
(p) with respect to each Loan Group, the amount of Monthly Advances included in the
distribution on such Distribution Date (including the general purpose of such Monthly Advances);
(q) with respect to each Loan Group, the cumulative amount of Applied Realized Loss
Amounts to date;
(r) 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;
(s) with respect to each Loan Group and with respect to any Mortgage Loan that was
liquidated during the preceding calendar month, the loan number and aggregate Stated Principal Balance
of, and Realized Loss on, such Mortgage Loan as of the close of business on the Determination Date
preceding such Distribution Date;
(t) with respect to each Loan Group, the total number and principal balance of any real
estate owned or REO Properties as of the last day of the calendar month preceding such Distribution Date;
(u) with respect to each Loan Group, 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 first lien Mortgage Loans;
(v) with respect to each Loan Group, the Realized Losses during the related Prepayment
Period and the cumulative Realized Losses through the end of the preceding month;
(w) with respect to each Loan Group, whether a Trigger Event exists;
(x) updated pool composition data including the following: weighted average mortgage rate
and weighted average remaining term;
(y) with respect to each Loan Group, 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;
(z) 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;
(aa) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as
of the close of business on the applicable Distribution Date and a description of any change in the
calculation of these amounts;
(bb) the amount of the distribution made on such Distribution Date to the Holders of the
Class XP Certificates allocable to the Prepayment Charges; and
(cc) the amount of the Reimbursement Amount, if any.
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 it
will notify the Trustee five (5) calendar days before each Distribution Date, and if no such
notification occurs, the Trustee has no obligation to report with respect to (w). The Depositor
covenants to the Trustee that there will be no new issuance of securities backed by the same asset pool,
so the Trustee will only be responsible in (v) above for reporting any pool asset changes, such as
additions or removals of Mortgage Loans from the Trust Fund
The information set forth above shall be calculated or reported, as the case may be, by the
Trustee, based solely on, and to the extent of, information provided to the Trustee by the Servicer.
The Trustee may conclusively rely on such information and shall not be required to confirm, verify or
recalculate any such information.
The Trustee may make available each month, to any interested party, the monthly statement to
Certificateholders via the Trustee's website initially located at "xxx.xxxxxxx.xxx." Assistance in
using the website can be obtained by calling the Trustee's customer service desk at (000) 000-0000.
Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to
them via first class mail by calling the Trustee's customer service desk and indicating such. The
Trustee shall have the right to change the way such reports are distributed in order to make such
distribution more convenient and/or more accessible to the parties, and the Trustee shall provide timely
and adequate notification to all parties regarding any such change.
Within a reasonable period of time after the end of the preceding calendar year beginning in
2007, the Trustee will furnish upon request a report to each Holder of the Certificates of record at any
time during the prior calendar year as to the aggregate of amounts reported pursuant to subclauses
(a)(i) and (a)(ii) above with respect to the Certificates, plus information with respect to the amount
of servicing compensation and such other customary information as the Trustee may determine to be
necessary and/or to be required by the Internal Revenue Service or by a federal or state law or rules or
regulations to enable such Holders to prepare their tax returns for such calendar year. Such obligations
shall be deemed to have been satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to the requirements of the Code.
Section 6.05. Monthly Advances. If the interest portion of the Scheduled Payment on a
Mortgage Loan that was due on a related Due Date is delinquent other than as a result of application of
the Relief Act and exceeds the amount deposited in the Custodial Account which will be used for an
advance with respect to such Mortgage Loan, the Servicer will deposit in the Custodial Account not later
than the Distribution Account Deposit Date immediately preceding the related Distribution Date an amount
equal to such deficiency, net of the Servicing Fee for such Mortgage Loan, except to the extent the
Servicer determines any such advance to be a Nonrecoverable Advance. If the Servicer deems an advance
to be a Nonrecoverable Advance, on the Distribution Account Deposit Date, the Servicer shall present an
Officer's Certificate to the Trustee (i) stating that the Servicer elects not to make a Monthly Advance
in a stated amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.
Notwithstanding the foregoing, the amount of such deposit may be reduced by the Amount Held for
Future Distribution (as defined below) then on deposit in the Custodial Account. Any portion of the
Amount Held for Future Distribution used to pay Monthly Advances shall be replaced by the Servicer by
deposit into the Custodial Account on any future Distribution Account Deposit Date to the extent that
the funds that are available in the Custodial Account on such Distribution Account Deposit Date are less
than the amount of payments required to be made by the Servicer on such Distribution Account Deposit
Date.
The "Amount Held for Future Distribution" as to any Distribution Account Deposit Date shall be
the total of the amounts held in the Custodial Account at the close of business on the preceding
Determination Date which were received after the Cut-off Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, and Principal Prepayments received or made in the month of such Distribution Account
Deposit Date, and (ii) payments which represent early receipt of scheduled payments of interest due on a
date or dates subsequent to the related Due Date.
Section 6.06. Compensating Interest Payments. The Servicer shall deposit in the Custodial
Account not later than each Distribution Account Deposit Date an amount equal to the lesser of (i) the
sum of the aggregate amounts required to be paid by the Servicer under this Agreement with respect to
subclauses (a) and (b) of the definition of Interest Shortfall with respect to the Mortgage Loans for
the related Distribution Date and (ii) the Servicing Fee for such Distribution Date (such amount, the
"Compensating Interest Payment"). The Servicer shall not be entitled to any reimbursement of any
Compensating Interest Payment. Compensating Interest Payments will be allocated to each Loan Group, on
a pro rata basis, based on the respective amounts determined by clause (i) of this Section 6.06.
Section 6.07. Distributions on REMIC Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute to itself on
behalf of REMIC III as the holder of the REMIC I Regular Interests and the REMIC II Regular Interests,
those portions of the REMIC I Distribution Amount not designated to Component I of the Class R
Certificates and those portions of the REMIC II Distribution Amount not designated to Component II of the
Class R Certificates, in the amounts and in accordance with the priorities set forth in the definitions
of REMIC I Distribution Amount and REMIC II Distribution Amount, respectively.
(b) On each Distribution Date the Trustee shall be deemed to distribute the REMIC III
Distribution Amount to: (i) the holders of each Class of Certificates (other than the Class R, Class
R-X, Class B-IO and Class XP Certificates), as the holders of the REMIC III Regular Interests (other
than REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P) and (ii) to itself on
behalf of REMIC IV, as the holder of REMIC III Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and
II-B-IO-P, in the amounts and in accordance with the priorities set forth in the definition of REMIC III
Distribution Amount.
(c) On each Distribution Date, the Trustee shall be deemed to distribute to the holders of
the Class I-B-IO Certificates and the Class II-B-IO Certificates, as the holders of REMIC IV Regular
Interests I-B-IO and II-B-IO, respectively, the amounts set forth in the definition of REMIC IV
Distribution Amount.
(d) Notwithstanding the deemed distributions on the REMIC Regular Interests described in
this Section 6.07, distributions of funds from the Certificate Account shall be made only in accordance
with Section 6.01.
ARTICLE VII
The Servicer
Section 7.01. Liabilities of the Servicer. The Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.
Section 7.02. Merger or Consolidation of the Servicer.
(a) The Servicer will keep in full force and effect its existence, rights and franchises
as a corporation under the laws of the state of its incorporation, and will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates
or any of the Mortgage Loans and to perform its duties under this Agreement.
(b) Any Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Servicer shall be a party, or any Person
succeeding to the business of the Servicer, shall be the successor of the Servicer hereunder, without
the execution or filing of any paper or further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 7.03. Indemnification of the Trustee.
(a) The Servicer agrees to indemnify the Indemnified Persons for, and to hold them
harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of
counsel) incurred on their part that may be sustained in connection with, arising out of, or relating
to, any claim or legal action (including any pending or threatened claim or legal action) relating to
this Agreement or the Certificates or the powers of attorney delivered by the Trustee hereunder
(i) related to the Servicer's failure to perform its duties in compliance with this Agreement (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or
(ii) incurred by reason of the 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 Indemnified Person shall have given the Servicer and the Depositor written
notice thereof promptly after the Indemnified Person shall have with respect to such claim or legal
action knowledge thereof. The Trustee's failure to give any such notice shall not affect the
Indemnified Person's right to indemnification hereunder, except to the extent the Servicer is materially
prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of
the Servicer or the Trustee and the termination of this Agreement.
(b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense
of any Indemnified Person not otherwise covered by the Servicer's indemnification pursuant to Section
7.03(a).
Section 7.04. Limitations on Liability of the Servicer and Others. Subject to the
obligation of the Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to the Indemnified Persons, the Depositor, 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 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 Servicer and any director, officer, employee or agent of the 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 Servicer, the Custodian and any director, officer, employee or agent of the
Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any loss,
liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to, any claim or legal action
(including any pending or threatened claim or legal action) relating to this Agreement or the
Certificates, other than (i) any such loss, liability or expense related to the Servicer's failure to
perform its duties in compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian's failure to perform
its duties under the Custodial Agreement, respectively, or (ii) any such loss, liability or expense
incurred by reason of the Servicer's or the Custodian's willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or under the Custodial Agreement, as applicable, or by
reason of reckless disregard of obligations and duties hereunder or under the Custodial Agreement, as
applicable.
(d) The Servicer shall not be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, the Servicer may in its discretion, with the
consent of the Trustee (which consent shall not be unreasonably withheld), undertake any such action
which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of the Custodial
Account as provided by Section 4.02. Nothing in this Section 7.04(d) shall affect the Servicer's
obligation to service and administer the Mortgage Loans in accordance with this Agreement.
(e) In taking or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Servicer shall not be required to
investigate or make recommendations concerning potential liabilities which the Trust might incur as a
result of such course of action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential liabilities.
Section 7.05. Servicer Not to Resign. Except as provided in Section 7.07, the Servicer
shall not resign from the obligations and duties hereby imposed on it except 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 Servicer shall be evidenced
by an Opinion of Independent Counsel addressed to the Trustee to such effect delivered to the Trustee.
No such resignation by the Servicer shall become effective until the Trustee or a successor to the
Servicer reasonably satisfactory to the Trustee shall have assumed the responsibilities and obligations
of the Servicer in accordance with Section 8.02 hereof. The Trustee shall notify the Rating Agencies
upon notice of the resignation of the Servicer.
Section 7.06. Successor Servicer. In connection with the appointment of any successor
servicer or the assumption of the duties of the Servicer, the Depositor or the Trustee may make such
arrangements for the compensation of such successor servicer out of payments on the Mortgage Loans as
the Depositor or the Trustee and such successor servicer shall agree. If the successor servicer does
not agree that such market value is a fair price, such successor servicer shall obtain two quotations of
market value from third parties actively engaged in the servicing of single-family mortgage loans.
Notwithstanding the foregoing, the compensation payable to a successor servicer may not exceed the
compensation which the Servicer would have been entitled to retain if the Servicer had continued to act
as Servicer hereunder.
Section 7.07. Sale and Assignment of Servicing. The Servicer may sell and assign its rights
and delegate its duties and obligations in its entirety as Servicer under this Agreement and the
Depositor may terminate the Servicer without cause and select a new 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 Xxxxxxx 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); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the
Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and
punctual performance and observance of each covenant and condition to be performed or observed by it as
servicer under this Agreement, any custodial agreement from and after the effective date of such
agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed
successor to the 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
Servicer and the Trustee; (iii) the Servicer assigning and selling the servicing shall deliver to the
Trustee an Officer's Certificate and an Opinion of Independent 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; and (iv) in the event the Servicer
is terminated without cause by the Depositor, the Depositor shall pay the terminated Servicer a
termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the servicing of the Mortgage Loans is transferred to the successor Servicer. No such assignment
or delegation shall affect any rights or liability of the Servicer arising prior to the effective date
thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. "Event of Default," wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body) and only with respect to
the defaulting Servicer:
(i) The Servicer fails to cause to be deposited in the Distribution Account any
amount so required to be deposited pursuant to this Agreement (other than a Monthly Advance), and such
failure continues unremedied for a period of three Business Days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given to the Servicer; or
(ii) The Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed by it, which covenants and
agreements materially affect the rights of Certificateholders, and such failure continues unremedied for
a period of 60 days after the date on which written notice of such failure, properly requiring the same
to be remedied, shall have been given to the Servicer by the Trustee or to the Servicer and the Trustee
by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25%
of the Trust Fund; or
(iii) There is entered against the Servicer a decree or order by a court or agency
or supervisory authority having jurisdiction in the premises for the appointment of a conservator,
receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any
such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary
case is commenced against the Servicer under any applicable insolvency or reorganization statute and the
petition is not dismissed within 60 days after the commencement of the case; or
(iv) The Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Servicer or substantially all of its property; or the Servicer admits
in writing its inability to pay its debts generally as they become due, files a petition to take
advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of
its creditors, or voluntarily suspends payment of its obligations;
(v) The Servicer assigns or delegates its duties or rights under this Agreement in
contravention of the provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(vi) The Servicer fails to cause to be deposited in the Distribution Account any
Monthly Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
Distribution Account Deposit Date; or
(vii) The Servicer fails to comply with Sections 3.16, 3.17 or 3.18 herein.
In each and every such case, so long as such Event of Default with respect to the Servicer
shall not have been remedied, either the Trustee or the Holders of Certificates evidencing Fractional
Undivided Interests aggregating not less than 51% of the principal of the Trust Fund, by notice in
writing to the Servicer (and to the Trustee if given by such Certificateholders), with a copy to the
Rating Agencies, and with the consent of the Company, may terminate all of the rights and obligations
(but not the liabilities) of the Servicer under this Agreement and in and to the Mortgage Loans and/or
the REO Property serviced by the Servicer and the proceeds thereof. Upon the receipt by the Servicer of
the written notice, all authority and power of the Servicer under this Agreement, whether with respect
to the Certificates, the Mortgage Loans, REO Property or under any other related agreements (but only to
the extent that such other agreements relate to the Mortgage Loans or related REO Property) shall,
subject to Section 8.02, automatically and without further action pass to and be vested in the Trustee
pursuant to this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer as attorney-in-fact or otherwise, any and all
documents and other instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Servicer
agrees to cooperate with the Trustee in effecting the termination of the Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the Trustee of (i) the property
and amounts which are then or should be part of the Trust or which thereafter become part of the Trust;
and (ii) originals or copies of all documents of the Servicer reasonably requested by the Trustee to
enable it to assume the Servicer's duties thereunder. In addition to any other amounts which are then,
or, notwithstanding the termination of its activities under this Agreement, may become payable to the
Servicer under this Agreement, the Servicer shall be entitled to receive, out of any amount received on
account of a Mortgage Loan or related REO Property, that portion of such payments which it would have
received as reimbursement under this Agreement if notice of termination had not been given. The
termination of the rights and obligations of the Servicer shall not affect any obligations incurred by
the Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (vi) of this
Section 8.01 shall occur, the Trustee shall, by notice in writing to the Servicer, which may be delivered
by telecopy, immediately terminate all of the rights and obligations of the Servicer thereafter arising
under this Agreement, but without prejudice to any rights it may have as a Certificateholder or to
reimbursement of Monthly Advances and other advances of its own funds, and the Trustee shall act as
provided in Section 8.02 to carry out the duties of the Servicer, including the obligation to make any
Monthly Advance the nonpayment of which was an Event of Default described in clause (vi) of this
Section 8.01. Any such action taken by the Trustee must be prior to the distribution on the relevant
Distribution Date.
Section 8.02. Trustee to Act; Appointment of Successor. (a) Upon the receipt by the
Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel
pursuant to Section 7.05 to the effect that the Servicer is legally unable to act or to delegate its
duties to a Person which is legally able to act, the Trustee shall automatically become the successor in
all respects to the Servicer in its capacity under this Agreement and the transactions set forth or
provided for herein and shall thereafter be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Servicer by the terms and provisions hereof;
provided, however, it is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to
the Trustee or any other successor Servicer; and provided, further, that the Trustee shall have the
right to select a successor Servicer; provided further, however, that the Trustee shall have no
obligation whatsoever with respect to any liability (other than advances deemed recoverable and not
previously made) incurred by the Servicer at or prior to the time of termination. As compensation
therefor, but subject to Section 7.06, the Trustee shall be entitled to compensation which the Servicer
would have been entitled to retain if the Servicer had continued to act hereunder, except for those
amounts due the Servicer as reimbursement permitted under this Agreement for advances previously made or
expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so
to act, or shall, if it is legally unable so to act, appoint or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution which is a Xxxxxx Mae- or
Xxxxxxx Mac-approved Servicer, and with respect to a successor to the Servicer only, having a net worth
of not less than $10,000,000, as the successor to the Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the
Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the
Certificates will not be lowered as a result of the selection of the successor to the Servicer. Pending
appointment of a successor to the Servicer hereunder, the Trustee 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 the Mortgage Loans as it and such
successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the
compensation shall not be in excess of that which the Servicer would have been entitled to if the
Servicer had continued to act hereunder, and that such successor shall undertake and assume the
obligations of the Trustee to pay compensation to any third Person acting as an agent or independent
contractor in the performance of servicing responsibilities hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such
succession.
(b) If the Trustee shall succeed to any duties of the Servicer respecting the Mortgage
Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and,
accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its duties as the
successor to the Servicer in the servicing of the Mortgage Loans (although such provisions shall
continue to apply to the Trustee in its capacity as Trustee); the provisions of Article VII, however,
shall apply to it in its capacity as successor servicer.
(c) To the extent that the costs and expenses of the Trustee related to any termination of
the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the
Trustee with respect to this 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 Servicer as a result of an event of default by the Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including, but not limited to, 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) are not fully and timely reimbursed by the terminated Servicer, the Trustee shall be entitled
to reimbursement of such costs and expenses from the Distribution Account.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a
successor to the Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate Register and to the Rating
Agencies.
Section 8.04. Waiver of Defaults. The Trustee shall give prompt written notice thereof to
all Certificateholders, within 60 days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have been cured, notice of each
such Event of Default. The Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Trust Fund may, on behalf of all Certificateholders, waive any
default by the 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 any required distribution on the
Certificates, which default may only be waived by Holders of Certificates evidencing Fractional
Undivided Interests aggregating 100% of the Trust Fund. 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 8.05. List of Certificateholders. Upon written request of three or more
Certificateholders of record, for purposes of communicating with other Certificateholders with respect
to their rights under this Agreement, the Trustee will afford such Certificateholders access during
business hours to the most recent list of Certificateholders held by the Trustee.
ARTICLE IX
Concerning the Trustee
Section 9.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or
waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee. If an Event of Default
has occurred and has not been cured or waived, the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and subject to Section 8.02(b) 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.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be furnished to the Trustee
pursuant to any provision of this Agreement, the Trustee shall examine them to determine whether they
are in the form required by this Agreement; provided, however, that the Trustee shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished hereunder; provided, further, that the Trustee shall not be responsible
for the accuracy or verification of any calculation provided to it pursuant to this Agreement.
(c) On each Distribution Date, the Trustee shall make monthly distributions and the final
distribution to the Certificateholders from funds in the Distribution Account and the Adjustable Rate
Supplemental Fund as provided in Sections 6.01 and 10.01 herein.
(d) No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver
of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall
be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except
for the performance of its duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be liable in its individual capacity for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the directions of the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, if such
action or non-action relates to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or other power conferred upon the Trustee under this
Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to have notice
or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee's Corporate
Trust Office shall have actual knowledge thereof. In the absence of such notice, the Trustee may
conclusively assume there is no such default or Event of Default;
(v) The Trustee shall not in any way be liable by reason of any insufficiency in
any Account held by or in the name of Trustee unless it is determined by a court of competent
jurisdiction that the Trustee's gross negligence or willful misconduct was the primary cause of such
insufficiency (except to the extent that the Trustee is obligor and has defaulted thereon);
(vi) The Trustee shall not in any way be liable by reason of any insufficiency in
any Account held by the Trustee or any Account held in the name of the Trustee unless it is determined
by a court of competent jurisdiction that the Trustee's gross negligence or willful misconduct was the
primary cause of such insufficiency (except to the extent that the Trustee is obligor and has defaulted
thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of action;
(viii) None of the Trustee, the Servicer, the Depositor or the Custodian 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; and
(ix) The Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Agreement shall in any event require the Trustee to perform, or be
responsible for the manner of performance of, any of the obligations of the Servicer under this
Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this
Agreement.
(e) All funds received by the Servicer and the Trustee and required to be deposited into
any Account pursuant to this Agreement will be promptly so deposited by the Servicer or the Trustee, as
applicable.
(f) Except for those actions that the Trustee is required to take hereunder, the Trustee
shall not have any obligation or liability to take any action or to refrain from taking any action
hereunder in the absence of written direction as provided hereunder.
Section 9.02. Certain Matters Affecting the Trustee. Except as otherwise provided in
Section 9.01:
(a) The Trustee may rely and shall be protected in acting or refraining from acting in
reliance on any resolution, certificate of the Depositor or the Servicer, certificate 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;
(b) The Trustee may consult with counsel and any advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection with respect to any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel;
(c) The Trustee shall not be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement, other than its obligation to give notices pursuant to this Agreement, or
to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby. Nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise under the circumstances in the
conduct of his own affairs;
(d) Prior to the occurrence of an Event of Default hereunder and after the curing or
waiver of all Events of Default which may have occurred, the Trustee shall not be liable in its
individual capacity for any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(e) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing to do so by Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund
and provided that the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee, reasonably assured to the Trustee, by the security afforded to it by the terms of this
Agreement. The Trustee may require reasonable indemnity against such expense or liability as a
condition to taking any such action. The reasonable expense of every such examination shall be paid by
the Certificateholders requesting the investigation;
(f) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys; provided, however, that the
Trustee may not appoint any agent (other than the Custodian) to perform its custodial functions with
respect to the Mortgage Files or paying agent functions under this Agreement without the express written
consent of the Servicer, which consent will not be unreasonably withheld. The Trustee shall not be
liable or responsible for (i) the misconduct or negligence of any of the Trustee's agents or attorneys
or a custodian or paying agent appointed hereunder by the Trustee with due care and, when required, with
the consent of the Servicer or (ii) any acts or omissions of the Servicer (unless the Trustee has
assumed the obligations of the Servicer pursuant to the provision of this Agreement);
(g) Should the Trustee deem the nature of any action required on its part, other than a
payment or transfer by the Trustee under Section 4.02, to be unclear, the Trustee may require prior to
such action that it be provided by the Depositor with reasonable further instructions;
(h) The right of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be accountable for other than its negligence
or willful misconduct in the performance of any such act;
(i) The Trustee shall not be required to give any bond or surety with respect to the
execution of the trust created hereby or the powers granted hereunder, except as provided in Section
9.07; and
(j) Neither the Trustee nor the Servicer shall have any duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the repurchase of any Mortgage Loan by the
Sponsor pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the eligibility of any
Mortgage Loan for purposes of this Agreement.
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates (other than the signature and countersignature of the Trustee on the
Certificates) shall be taken as the statements of the Depositor, and the Trustee shall not have any
responsibility for their correctness. The Trustee makes no representation as to the validity or
sufficiency of the Certificates (other than the signature and countersignature of the Trustee on the
Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof;
provided, however, that the foregoing shall not relieve the Trustee of the obligation to review the
Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee's signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its capacity as Trustee and shall
not constitute the Certificates an obligation of the Trustee in any other capacity. The Trustee shall
not be accountable for the use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid to the Depositor with
respect to the Mortgage Loans. Subject to the provisions of Section 2.05, the Trustee shall not be
responsible for the legality or validity of this Agreement or any document or instrument relating to
this Agreement, the validity of the execution of this Agreement or of any supplement hereto or
instrument of further assurance, or the validity, priority, perfection or sufficiency of the security
for the Certificates issued hereunder or intended to be issued hereunder. The Trustee shall not at any
time have any responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or
the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the
Trust Fund or its ability to generate the payments to be distributed to Certificateholders, under this
Agreement. The Trustee shall not have any responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement other than any
continuation statements filed by the Trustee pursuant to Section 3.19.
Section 9.04. Trustee May Own Certificates. The Trustee in its individual capacity or in
any capacity other than as Trustee hereunder may become the owner or pledgee of any Certificates with
the same rights it would have if it were not the Trustee and may otherwise deal with the parties hereto.
Section 9.05. Trustee's Fees and Expenses. The Trustee will be entitled to a fee (the
"Trustee Fee") as compensation for the performance of its activities hereunder equal to 1/12 of the
Trustee Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan as of the first day of
the related Due Period. The Trustee will also be entitled to all income and gain realized from any
investment of funds in the Distribution Account, pursuant to Article IV, for the performance of its
activities hereunder. In addition, the Trustee will be entitled to recover from the Distribution
Account pursuant to Section 4.04 all reasonable out-of-pocket expenses, disbursements and advances and
the expenses of the Trustee in connection with any Event of Default, any breach of this Agreement or any
claim or legal action (including any pending or threatened claim or legal action) incurred or made by or
against the Trustee or in connection with the administration of the trusts hereunder by the Trustee
(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. If funds in the Distribution Account are insufficient
therefor, the Trustee shall recover such expenses from the Depositor. Such compensation and
reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust.
Section 9.06. Eligibility Requirements for Trustee. The Trustee and any successor Trustee
shall during the entire duration of this Agreement be a state bank or trust company or a national
banking association organized and doing business under the laws of such state or the United States of
America, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus and undivided profits of at least $40,000,000 or, in the case of a successor Trustee,
$50,000,000, subject to supervision or examination by federal or state authority and, in the case of the
Trustee, rated "BBB" or higher by S&P 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 Trustee other than pursuant to
Section 9.10, rated in one of the two highest long-term debt categories of, or otherwise acceptable to,
each of the Rating Agencies. If the Trustee publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section 9.06 the combined capital and surplus of such corporation shall be deemed to be its
total equity capital (combined capital and surplus) as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 9.06, the Trustee shall resign immediately in the manner and with the effect
specified in Section 9.08.
Section 9.07. Insurance. The Trustee, at its own expense, shall at all times maintain and
keep in full force and effect: (i) fidelity insurance, (ii) theft of documents insurance and
(iii) forgery insurance (which may be collectively satisfied by a "Financial Institution Bond" and/or a
"Bankers' Blanket Bond"). All such insurance shall be in amounts, with standard coverage and subject to
deductibles, as are customary for insurance typically maintained by banks or their affiliates which act
as custodians for investor-owned mortgage pools. A certificate of an officer of the Trustee as to the
Trustee's compliance with this Section 9.07 shall be furnished to any Certificateholder upon reasonable
written request.
Section 9.08. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the Trust hereby created by
giving written notice thereof to the Depositor and the Servicer, with a copy to the Rating Agencies.
Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee, by
written instrument, in triplicate, one copy of which instrument shall be delivered to the resigning
Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 9.06 and shall fail to resign after written request therefor by the Depositor or
if at any time the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Depositor shall promptly remove the Trustee and
appoint a successor Trustee by written instrument, in triplicate, one copy of which instrument shall be
delivered to the Trustee so removed, the successor Trustee.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Trust Fund may at any time remove the Trustee and appoint a successor Trustee by
written instrument or instruments, in quintuplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the Depositor, the Servicer
and the Trustee so removed and the successor so appointed. In the event that the Trustee removed by the
Holders of Certificates in accordance with this Section 9.08(c), the Holders of such Certificates shall
be responsible for paying any compensation payable hereunder to a successor Trustee, in excess of the
amount paid hereunder to the predecessor Trustee.
(d) No resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 9.08 shall become effective except upon appointment of
and acceptance of such appointment by the successor Trustee as provided in Section 9.09.
Section 9.09. Successor Trustee.
(a) Any successor Trustee appointed as provided in Section 9.08 shall execute, acknowledge
and deliver to the Depositor and to its predecessor Trustee an instrument accepting such appointment
hereunder. The resignation or removal of the predecessor Trustee shall then become effective and such
successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall, after its receipt of payment in full of its
outstanding fees and expenses promptly deliver to the successor Trustee all assets and records of the
Trust held by it hereunder, and the Depositor and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more fully and certainly vesting
and confirming in the successor Trustee all such rights, powers, duties and obligations.
(b) No successor Trustee shall accept appointment as provided in this Section 9.09 unless
at the time of such acceptance such successor Trustee shall be eligible under the provisions of
Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee as provided in this
Section 9.09, the successor Trustee shall mail notice of the succession of such Trustee hereunder to all
Certificateholders at their addresses as shown in the Certificate Register, to the Rating Agencies. The
Company shall pay the cost of any mailing by the successor Trustee.
Section 9.10. Merger or Consolidation of Trustee. Any state bank or trust company or
national banking association into which the Trustee may be merged or converted or with which it may be
consolidated or any state bank or trust company or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any state bank or trust
company or national banking association succeeding to all or substantially all of the corporate trust
business of the Trustee shall be the successor of the Trustee hereunder, provided such state bank or
trust company or national banking association shall be eligible under the provisions of Section 9.06.
Such succession shall be valid without the execution, delivery of notice or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 9.11. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust or property constituting the
same may at the time be located, the Depositor 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 and the
Depositor 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, and to vest in such Person or Persons, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary
or desirable.
(b) If the Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power to make such appointment
without the Depositor.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.06 hereunder and no notice to Certificateholders of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.08 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.11, all rights, powers, duties and obligations conferred or imposed upon the Trustee and
required to be conferred on such co-trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the 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 or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(e) Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and authority, to do any
lawful act under or with respect to 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.
(g) No trustee under this Agreement shall be personally liable by reason of any act or
omission of another trustee under this Agreement. The Depositor and the Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee.
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC
Administration; Grantor Trust Administration.
(a) For federal income tax purposes, the taxable year of each 2006-AR3 REMIC shall be a
calendar year and the Trustee shall maintain or cause the maintenance of the books of each such 2006-AR3
REMIC on the accrual method of accounting.
(b) The Trustee shall prepare and file or cause to be filed with the Internal Revenue
Service, and the Trustee shall upon the written instruction of the Trustee sign, Federal tax information
returns or elections required to be made hereunder with respect to each 2006-AR3 REMIC, the Trust Fund,
if applicable, and the Certificates containing such information and at the times and in the manner as
may be required by the Code or applicable Treasury regulations, and the Trustee shall furnish to each
Holder of Certificates at any time during the calendar year for which such returns or reports are made
such statements or information at the times and in the manner as may be required thereby, including,
without limitation, reports relating to mortgaged property that is abandoned or foreclosed, receipt of
mortgage interests in kind in a trade or business, a cancellation of indebtedness, interest, original
issue discount and market discount or premium (assuming a constant rate of prepayment on the mortgage
loans of 25%). The Trustee will apply for an Employee Identification Number from the IRS under Form
SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Trustee
shall timely prepare and file, and the Trustee shall upon the written instruction of the Trustee sign,
IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain
information required to be reported to the holders of regular interests in each 2006-AR3 REMIC (the
"REMIC Reporting Agent"). The Trustee shall make elections to treat each 2006-AR3 REMIC as a REMIC
(which elections shall apply to the taxable period ending December 31, 2006 and each calendar year
thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as
described by the Trustee. The Trustee shall sign all tax information returns filed pursuant to this
Section and any other returns as may be required by the Code. The Holder of the largest percentage
interest in the Class R Certificates is hereby designated as the "Tax Matters Person" (within the
meaning of Treas. Reg. §§1.860F-4(d)) for each of REMIC I, REMIC II and REMIC III. The Holder of the
largest percentage interest in the Class R-X Certificates is hereby designated as the "Tax Matters
Person" (within the meaning of Treas. Reg. §§1.860F-4(d)) for REMIC IV. The Trustee is hereby
designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual
Certificate will by acceptance thereof appoint the Trustee as agent and attorney-in-fact for the purpose
of acting as Tax Matters Person for each 2006-AR3 REMIC during such time as the Trustee does not own any
such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the
Trustee from signing tax or information returns or other statements, or the Trustee from acting as agent
for the Tax Matters Person, the Trustee shall take whatever action that in its sole good faith judgment
is necessary for the proper filing of such information returns or for the provision of a tax matters
person, including designation of the Holder of the largest percentage interest in a Residual Certificate
to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound
by this Section.
(c) The Trustee shall provide upon request and receipt of reasonable compensation, such
information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any
Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by
Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding
an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of
which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity
with a disqualified member).
(d) The Trustee shall prepare and file or cause to be filed, and the Trustee shall sign,
any state income tax returns required under Applicable State Law with respect to each 2006- AR3 REMIC or
the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Trustee shall comply with
all federal withholding requirements respecting payments to Certificateholders of interest or original
issue discount on the Mortgage Loans, that the Trustee reasonably believes are applicable under the
Code. The consent of Certificateholders shall not be required for such withholding. In the event the
Trustee withholds any amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee shall, together with its
monthly report to such Certificateholders, indicate such amount withheld.
(f) The Trustee agrees to indemnify the Trust Fund and the Depositor for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Servicer, as a result of a breach of the Trustee's covenants set forth in
this Section 9.12.
(g) The Trustee shall perform its obligations set forth under Section 7.12 of the Grantor
Trust Agreement regarding the preparation and filing of tax returns for the Grantor Trust. The Trustee
shall indemnify the Grantor Trust and the Sponsor for any taxes and costs including, without limitation,
any attorneys fees imposed on or incurred by the Grantor Trust or the Depositor as a result of a breach
of the Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.
ARTICLE X
Termination
Xxxxxxx 00.00. Xxxxxxxxxxx Xxxx Xxxxxxxxxx by the Depositor or its Designee or Liquidation of
the Mortgage Loans.
(a) Subject to Section 10.02, the respective obligations and responsibilities of the
Depositor, the Trustee and the Servicer created hereby, other than the obligation of the Trustee to make
payments to Certificateholders as hereinafter set forth, shall terminate upon:
(i) the repurchase by or at the direction of the Depositor or its designee of all
of the Mortgage Loans in each of Loan Group I and Loan Group II (which repurchase of the Group I
Mortgage Loans and the Group II Mortgage Loans may occur on separate dates) and all related REO Property
remaining in the Trust at a price (the "Termination Purchase Price") equal to the sum of (a) 100% of the
Outstanding Principal Balance of each Mortgage Loan in such Loan Group (other than a Mortgage Loan
related to REO Property) as of the date of repurchase, net of the principal portion of any unreimbursed
Monthly Advances on the Mortgage Loans unpaid to, but not including, the first day of the month of
repurchase, (b) the appraised value of any related REO Property, less the good faith estimate of the
Depositor of liquidation expenses to be incurred in connection with its disposal thereof (but not more
than the Outstanding Principal Balance of the related Mortgage Loan, together with interest at the
applicable Mortgage Interest Rate accrued on that balance but unpaid to, but not including, the first
day of the month of repurchase), such appraisal to be calculated by an appraiser mutually agreed upon by
the Depositor and the Trustee at the expense of the Depositor, (c) unreimbursed out-of pocket costs of
the Servicer, including unreimbursed servicing advances and the interest portion of any unreimbursed
Monthly Advances, made on the related Mortgage Loans prior to the exercise of such repurchase right, (d)
any costs and damages incurred by the Trust in connection with any violation of any predatory or abusive
lending laws with respect to a Mortgage Loan, and (e) any unreimbursed costs and expenses of the
Servicer, the Custodian and the Trustee payable pursuant to Section 9.05 or Section 7.04(c);
(ii) the later of the making of the final payment or other liquidation, or any
advance with respect thereto, of the last Mortgage Loan, remaining in the Trust Fund or the disposition
of all property acquired with respect to any Mortgage Loan; provided, however, that in the event that an
advance has been made, but not yet recovered, at the time of such termination, the Person having made
such advance shall be entitled to receive, notwithstanding such termination, any payments received
subsequent thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to
them pursuant to this Agreement.
(b) In no event, however, shall the Trust created hereby continue beyond 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. James's, living on the date of this Agreement.
(c) (i) The right of the Depositor or its designee to repurchase all the assets of a Loan
Group described in Section 10.01(a)(i) above shall be exercisable only if (i) the Stated Principal
Balance of the Mortgage Loans in such Loan Group at the time of any such repurchase is less than 10% of
the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel
addressed to the Depositor and the Trustee has determined that the REMIC status of any 2006-AR3 REMIC
has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current
taxable year. At any time thereafter, in the case of (i) or (ii) above, the Depositor may elect to
terminate any 2006-AR3 REMIC at any time, and upon such election, the Depositor or its designee, shall
purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Trustee shall give notice of any termination to the Certificateholders, with a
copy to the Servicer and the Rating Agencies, upon which the Certificateholders shall surrender their
Certificates to the Trustee for payment of the final distribution and cancellation. Such notice shall
be given by letter, mailed not earlier than the 15th day and not later than the 25th day of the month
next preceding the month of such final distribution, and shall specify (i) the Distribution Date upon
which final payment of the Certificates will be made upon presentation and surrender of the Certificates
at the Corporate Trust Office of the Trustee therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the Corporate Trust
Office of the Trustee therein specified.
(e) If the option of the Depositor to repurchase or cause the repurchase of all the Group
I Mortgage Loans or the Group II Mortgage Loans and the related assets of each such Loan Group described
in Section 10.01(a)(i) above is exercised, the Depositor and/or its designee shall deliver to the
Trustee for deposit in the Distribution Account, by the Business Day prior to the applicable
Distribution Date, an amount equal to the Termination Purchase Price. Upon presentation and surrender of
the related Certificates by the related Certificateholders, the Trustee shall distribute to such
Certificateholders from amounts then on deposit in the Distribution Account an amount determined as
follows: with respect to each related Certificate (other than the related Residual Certificates and the
related Class XP Certificates), the outstanding Current Principal Amount, plus with respect to each such
Certificate (other than the related Residual Certificates and the related Class XP Certificates), one
month's interest thereon at the applicable Pass-Through Rate; and with respect to the related Residual
Certificates and the related Class XP Certificates, the percentage interest evidenced thereby multiplied
by the difference, if any, between the above described repurchase price and the aggregate amount to be
distributed to the Holders of the Certificates (other than the related Residual Certificates and the
related Class XP Certificates). If the proceeds with respect to the Mortgage Loans are not sufficient to
pay all of the related Certificates in full (other than the related Residual Certificates and the
related Class XP Certificates), any such deficiency will be allocated first, to the related Class B
Certificates, in inverse order of their numerical designation, and then to the related Senior
Certificates, on a pro rata basis. Upon deposit of the required repurchase price and following such
final Distribution Date for the related Certificates, the Trustee shall release promptly (or cause the
Custodian to release) to Depositor and/or its designee the Mortgage Files for the remaining applicable
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject to the Trustee's
obligation to hold any amounts payable to the Certificateholders in trust without interest pending final
distributions pursuant to Section 10.01(g). Any other amounts remaining in the Accounts will belong to
the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation
of all Mortgage Loans or the disposition of all property acquired with respect to all Mortgage Loans
under Section 10.01(a)(ii) above, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account all distributable amounts remaining in the Custodial Account. Upon the
presentation and surrender of the Certificates, the Trustee shall distribute to the remaining
Certificateholders, in accordance with their respective interests, all distributable amounts remaining
in the Distribution Account. Upon deposit by the Servicer of such distributable amounts, and following
such final Distribution Date, the Trustee shall release promptly to the Depositor or its designee the
Mortgage Files for the remaining Mortgage Loans, and the Custodial Account and the Distribution Account
shall terminate, subject to the Trustee's obligation to hold any amounts payable to the
Certificateholders in trust without interest pending final distributions pursuant to this Section
10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned written notice, the
Trustee shall give a second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect thereto. If within six
months after the second notice, not all the Certificates shall have been surrendered for cancellation,
the Trustee may take appropriate steps, or appoint any 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 which remain subject to this Agreement.
(h) The designee of the Depositor, if it is not an affiliate of the Depositor, shall be
deemed to represent that one of the following will be true and correct: (i) the exercise of the optional
termination right set forth in Section 10.01 shall not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or (ii) such designee is (A) not a party in interest with
respect to any Plan and (B) is not a "benefit plan investor" (other than a plan sponsored or maintained
by the Depositor or such designee, as the case may be, provided that no assets of such plan are invested
or deemed to be invested in the Certificates). If the holder of the optional termination right is unable
to exercise such option by reason of the preceding sentence, then the Depositor may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to
repurchase the Mortgage Loans under Section 10.01(a)(i) above is exercised with respect to all of the
Mortgage Loans, the Trust Fund and each 2006-AR3 REMIC shall be terminated in accordance with the
following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel
addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that
the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in
the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each
2006-AR3 REMIC or (ii) cause any 2006-AR3 REMIC to fail to qualify as a 2006-AR3 REMIC at any time that
any Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction
of Depositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of
complete liquidation of each 2006-AR3 REMIC in the case of a termination under Section 10.01(a)(i). Such
plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a "qualified
liquidation" under Section 860F of the Code and any regulations thereunder.
(ii) the Depositor shall notify the Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of making of the final payment on the Certificates, the
Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any
2006-AR3 REMIC and at or prior to the final Distribution Date, the Trustee shall sell for cash all of
the assets of the Trust to or at the direction of the Depositor, and each 2006-AR3 REMIC, shall
terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
to adopt such a plan of complete liquidation of the related 2006-AR3 REMIC upon the written request of
the Depositor, and to take such action in connection therewith as may be reasonably requested by the
Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for
purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of
liquidation by filing the appropriate statement on the final tax return of each 2006-AR3 REMIC. Upon
complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and
each 2006-AR3 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2006-AR3 REMIC shall be
treated as a REMIC for federal income tax purposes and that the provisions of this Agreement should be
construed in furtherance of this intent. Notwithstanding any other express or implied agreement to the
contrary, the Sponsor, the Servicer, the Trustee, the Depositor, each recipient of the related
Prospectus Supplement and, by its acceptance thereof, each holder of a Certificate, agrees and
acknowledges that each party hereto has agreed that each of them and their employees, representatives
and other agents may disclose, immediately upon commencement of discussions, to any and all persons the
tax treatment and tax structure of the Certificates and the 2006-AR3 REMICs, the transactions described
herein and all materials of any kind (including opinions and other tax analyses) that are provided to
any of them relating to such tax treatment and tax structure except where confidentiality is reasonably
necessary to comply with the securities laws of any applicable jurisdiction. For purposes of this
paragraph, the terms "tax treatment" and "tax structure" have the meanings set forth in Treasury
Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment.
(a) This Agreement may be amended from time to time by the Company, the Depositor, the
Servicer and the Trustee, without notice to or the consent of any of the Certificateholders to (i) cure
any ambiguity, (ii) correct or supplement any provisions herein that may be defective or inconsistent
with any other provisions herein, (iii) conform any provisions herein to the provisions in the
Prospectus, (iv) comply with any changes in the Code, (v) to revise or correct any provisions to reflect
the obligations of the parties to this Agreement as they relate to Regulation AB or (iv) make any other
provisions with respect to matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement; provided, however, that with respect to clauses (iv)
and (vi) of this Section 11.02(a), such action shall not, as evidenced by an Opinion of Independent
Counsel, addressed to the Trustee, adversely affect in any material respect the interests of any
Certificateholder; provided, further, that with respect to clauses (iv) and (vi) of this Section
11.02(a), the Trustee may request an Opinion of Independent Counsel, addressed to the Trustee (but not
at the expense of the Trustee), to the effect that such amendment will not cause any REMIC created under
this Agreement to fail to qualify as a REMIC at any time that any Certificate is outstanding.
(b) This Agreement may also be amended from time to time by the Company, the Servicer, the
Depositor and the Trustee, with the consent of the Holders of the Certificates evidencing not less than
51% of the aggregate outstanding Certificate Principal Balance of the Certificates included in the Loan
Group affected thereby (or, of each Class of Certificates evidencing not less than 51% of the aggregate
outstanding Certificate Principal Balance of each Class affected thereby, if such amendment affects only
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
Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount
of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any such amendment, without
the consent of the Holders of all Certificates then outstanding, or (iii) cause any 2006-AR3 REMIC to
fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Independent
Counsel addressed to the Trustee which shall be provided to the Trustee other than at the Trustee's
expense. Notwithstanding any other provision of this Agreement, for purposes of the giving or
withholding of consents pursuant to this Section 11.02(b), Certificates registered in the name of or
held for the benefit of the Depositor, the Servicer or the Trustee or any Affiliate thereof shall be
entitled to vote their Fractional Undivided Interests with respect to matters affecting such
Certificates.
(c) Promptly after the execution of any such amendment, the Trustee shall furnish a copy
of such amendment or written notification of the substance of such amendment to each Certificateholder
and the Trustee, and the Trustee shall provide a copy of such amendment or notice to the Rating Agencies.
(d) In the case of an amendment under Section 11.02(b) above, it shall not be necessary
for the Certificateholders to approve the particular form of such an amendment. Rather, it shall be
sufficient if the Certificateholders approve the substance of the amendment. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Trustee may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the Trustee shall be
entitled to receive and rely upon an Opinion of Counsel addressed to the Trustee stating that the
execution of such amendment is authorized or permitted by this Agreement. The Trustee may, but shall
not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or
immunities under this Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere. The Depositor shall effect
such recordation, at the expense of the Trust 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.
Section 11.04. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not terminate this Agreement or
the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any
right to vote or in any manner otherwise control the operation and management of the Trust, 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 establish the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholders be under any liability to any third Person
by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon, under or with respect to this
Agreement against the Depositor, the Trustee, the Servicer or any successor to any such parties unless
(i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing
default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities
to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding.
(d) No one or more Certificateholders shall have any right by virtue of any provision of
this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain
priority or preference over any other such Certificateholder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 11.05. Acts of Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Certificateholders in person or
by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee and, where it is
expressly required, to the Depositor. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor
of the Trustee and the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a
Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and
none of the Trustee, the Depositor, the Servicer nor any successor to any such parties shall be affected
by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action
of the holder of any Certificate shall bind every future holder of the same Certificate and the holder
of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in
lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the
Depositor, the Servicer or any successor to any such party in reliance thereon, whether or not notation
of such action is made upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Certificates owned by the Trustee, the Depositor, the Servicer or
any Affiliate thereof shall be disregarded, except as otherwise provided in Section 11.02(b) and except
that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded. Certificates which have been pledged
in good faith to the Trustee, the Depositor, the Servicer or any Affiliate thereof may be regarded as
outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor's right to act
with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the
Depositor, or the Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY
UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall be
deemed given when delivered at (including delivery by facsimile) or mailed by registered mail, return
receipt requested, postage prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice President-Servicing,
telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust Office, or such other
address as may hereafter be furnished to the other parties hereto in writing; (iii) in the case of the
Company, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Vice President - Servicing,
telecopier number: (000) 000-0000, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (iv) in the case of the Servicer, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx
00000, Attention: Bear Xxxxxxx Mortgage Funding 2006-AR3, telecopier number: (000) 000-0000, or such
other address as may hereafter be furnished to the other parties hereto in writing; (v) in the case of
the Rating Agencies, Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 or such other address or telecopy number as may be furnished to the other parties hereto in
writing. Any notice delivered to the Depositor, the Servicer or the Trustee under this Agreement shall
be effective only upon receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage prepaid, at the address of
such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether
or not the Certificateholder receives such notice.
Section 11.08. 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 severed from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
Section 11.09. Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts each
of which when so executed and delivered shall be an original but all of which together shall constitute
one and the same instrument.
Section 11.12. Notice to Rating Agencies. The article and section headings herein are for
convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The
Trustee shall 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:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Servicer or the Trustee;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Custodial Account or the Distribution Account.
Section 11.13. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Servicer as servicer under this Agreement unless the Servicer
complies with the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise
utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise
utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer
under this Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer)
for the benefit of the Depositor to comply with the provisions of this Section and with Sections 3.16
and 3.17 of this Agreement to the same extent as if such Subservicer were the Depositor. The Servicer
shall be responsible for obtaining from each Subservicer and delivering to the Depositor any Annual
Statement of Compliance required to be delivered by such Subservicer under Section 3.16(a), any
Assessment of Compliance and Attestation Report required to be delivered by such Subservicer under
Section 3.17 and any Annual Certification required under Section 3.16(b) as and when required to be
delivered.
(c) The Servicer shall promptly upon request provide to the Depositor (or any designee of
the Depositor, such as an administrator) a written description (in form and substance satisfactory to
the Depositor) of the role and function of each Subcontractor utilized by the Servicer or any
Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause
any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Depositor to
comply with the provisions of Sections 3.01 of this Agreement to the same extent as if such
Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor
and delivering to the Depositor any Assessment of Compliance and Attestation Report and other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 3.17, in
each case as and when required to be delivered.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Servicer and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly authorized as of the day and year
first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC., as Depositor
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Managing Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
Trustee
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
EMC MORTGAGE CORPORATION, as Servicer and
Company
By: /s/ Xxxxxxx Xxxxxxx, Xx.
Name: Xxxxxxx Xxxxxxx, Xx.
Title: Executive Vice President
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04, 2.07 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Executive Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st of October, 2006 before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxxxxxx, known to me to be a Senior Managing Director of Structured Asset Mortgage
Investments II Inc., the corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said 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.
/s/ Xxxxxxxx Xxxxxxxx
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
COUNTY OF XXXX ARUNDEL )
On the 31st of October, 2006 before me, a notary public in and for said State, personally
appeared Xxxxxx Xxxxxx, known to me to be a Vice President of Xxxxx Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Xxxxxxxx Xxxxxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st of October, 2006 before me, a notary public in and for said State, personally
appeared Xxx Xxxxxxxx, known to me to be Executive Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said 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.
/s/ Xxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the 31st of October, 2006 before me, a notary public in and for said State, personally
appeared Xxxxxxx Xxxxxxx, Xx., known to me to be Executive Vice President of EMC Mortgage Corporation,
the corporation that executed the within instrument, and also known to me to be the person who executed
it on behalf of said 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.
/s/ Xxxxx X. Xxxxxxx
Notary Public
[Notarial Seal]
EXHIBIT A-1
FORM OF CLASS [I][II]-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
HEREON AND REALIZED LOSSES ALLOCATED HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED INTEREST ALLOCATED HERETO
AS SET FORTH IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate No. 1 Variable Pass-Through Rate
Class [I][II]-A-[1][2A][2B][3]
[Super][Senior][Support]
Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $___________
First Distribution Date: Initial Current Principal Amount of this Certificate as
November 25, 2006 of the Cut-off Date: $____________
Servicer: CUSIP: _____________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[October][November] 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-A-[1][2A][2B][3] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one- to four-family
residential properties (the "Mortgage Loans") and sold by Structured Asset Mortgage Investments
II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund") primarily consisting of the Mortgage Loans sold by XXXX XX. The Mortgage Loans were sold
by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is
bound.
Interest on this Certificate will accrue during the period from and including the preceding
Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date)
to and including the day prior to the current Distribution Date on the Current Principal Amount hereof at a per
annum rate equal to the Pass-Through Rate set forth in the Agreement. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Business Day immediately preceding the related
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 Fractional Undivided Interest evidenced by this Certificate and the amount (of interest, if
any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Current Principal Amount of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose and designated in such notice. The initial Current Principal
Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent
of distributions allocable to principal hereon and Realized Losses allocated hereto and will be increased to the
extent of Net Deferred Interest allocated thereto, in each case, as set forth in the Agreement.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject
to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). 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 will be registered with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the
Servicer, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be
made only if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-A-[1][2A][2B][3] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
[RESERVED]
EXHIBIT A-3
FORM OF CLASS [I][II]-B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AS DESCRIBED IN
THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
HEREON AND REALIZED LOSSES ALLOCATED HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED INTEREST ALLOCATED HERETO
AS SET FORTH IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE TRUSTEE 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 BENEFICIAL OWNER OF A CLASS [I][II]-B-[1][2][3][4][5][6][7][8][9] CERTIFICATE OR ANY INTEREST
THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR
INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
XXXXX'X, (II) IT IS NOT A PLAN OR INVESTING WITH "PLAN ASSETS"? OF ANY PLAN, (III) (1) IT IS AN INSURANCE
COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE
COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND
(3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No. 1 Variable Pass-Through Rate
Class [I][II]-B-[1][2][3][4][5][6][7][8][9] Subordinate
Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
October 1, 2006 $______________
First Distribution Date: Initial Current Principal Amount of this Certificate as
November 25, 2006 of the Cut-off Date: $_____________
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[October][November] 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-B-[1][2][3][4][5][6][7][8][9] Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable interest rate mortgage loans secured by first liens on one-
to four-family residential properties (the "Mortgage Loans") and sold by Structured Asset
Mortgage Investments II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund") primarily consisting of the Mortgage Loans sold by XXXX XX. The Mortgage Loans were sold
by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is
bound.
Interest on this Certificate will accrue during the period from and including the preceding
Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date)
to and including the day prior to the current Distribution Date on the Current Principal Amount hereof at a per
annum rate equal to the Pass-Through Rate set forth in the Agreement. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Business Day immediately preceding the related
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 Fractional Undivided Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution
Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Current Principal Amount of this Class of Certificates will be reduced
to zero.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose and designated in such notice. The initial Current Principal
Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent
of distributions allocable to principal hereon and Realized Losses allocated hereto and will be increased to the
extent of Net Deferred Interest allocated thereto, in each case, as set forth in the Agreement.
Each beneficial owner of a Class [I][II]-B-[1][2][3][4][5][6][7][8][9] Certificate or any
interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that Certificate
or interest therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P
and Xxxxx'x, (ii) it is not a Plan or investing with "plan assets" of any Plan, (iii)(1) it is an insurance
company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an "insurance
company general account," as such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject
to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). 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 will be registered with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, 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 if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-B-[1][2][3][4][5][6][7][8][9] Certificates referred to in the
within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-4
FORM OF CLASS [I][II]-B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [I][II]-A [AND] THE CLASS
[I][II]-B [AND THE CLASS [I]-X] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (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 OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B)
THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND ON WHICH IT MAY RELY WHICH IS SATISFACTORY TO THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No. 1 Variable Pass-Through Rate
Class [I][II]-B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
October 1, 2006 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
November 25, 2006 $______________
Servicer:
EMC Mortgage Corporation
Assumed Final Distribution Date: CUSIP: ____________
[October][November] 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-B-IO Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four-family
residential properties and sold by Structured Asset Mortgage Investments II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the Servicer, the Trustee or any of
their affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "Mortgage Loans")
sold by XXXX XX. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as
servicer of the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo
Bank, National Association, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately preceding such
Distribution Date (as hereinafter defined) on the Notional Amount hereof at a per annum rate equal to the
Pass-Through Rate as set forth in the Agreement. The Securities Administrator will distribute on the 25th day of
each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately preceding
the month of the related Distribution Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount of interest required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date
in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose and designated in such notice. The Class [I][II]-B-IO
Certificates have no Current Principal Amount. The Initial Notional Amount of this Certificate is set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer of this Certificate is to be made
without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly
being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an "Institutional
Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as
applicable, and (ii) if requested by the Trustee, 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 Seller, the Trustee or the 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. None of the Seller, the Securities
Administrator or 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 Seller and the 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 [I][II]-B-IO Certificate will be made unless the Trustee has received
either (i) opinion of counsel for the benefit of the Trustee and the Servicer and which they may rely which is
satisfactory to the Trustee that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the
"Code") and will not subject the Servicer or the Trustee to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly
or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement (a "Plan") that is
subject to Title I of ERISA, and/or Section 4975 of the Code, or by a person using "plan assets" of a 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 Servicer 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 Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof in
certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the
Servicer, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and
other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be
made only if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified 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 Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-B-IO Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (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 OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B)
THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE 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 SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No. 1 Percentage Interest: 100%
Class R
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Current Principal Amount of this
October 1, 2006 Certificate as of the Cut-off Date:
$_______
Initial Current Principal Amount of this Certificate as
First Distribution Date: of the Cut-off Date:
November 25, 2006 $_______
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class R
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable
interest rate mortgage loans secured by first liens on one- to four- family residential
properties (the "Mortgage Loans") and sold by Structured Asset Mortgage Investments II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of the Mortgage Loans sold by XXXX XX. The
Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage
Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to
them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and
by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership interest in this
Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any ownership
interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or
purported transfer of any ownership interest in this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a
United States Person and a Permitted Transferee acquires any ownership interest in this Certificate in violation
of such restrictions, then the Seller 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 Seller, which purchaser may
be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller may choose.
The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a
Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of the related Distribution Date,
an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Current Principal Amount of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer of this Certificate is to be made
without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly
being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an "Institutional
Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as
applicable, and (ii) if requested by the Trustee, 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 Seller or the Trustee in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. Neither the Seller 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 and the Seller 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 R Certificate will be made unless the Trustee has received either (i)
opinion of counsel for the benefit of the Trustee and the Servicer and which they may rely which is satisfactory
to the Trustee that the purchase of this certificate is permissible under local law, will not constitute or
result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the "Code") and will not
subject the Servicer or the Trustee to any obligation or liability in addition to those undertaken in the
Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement (a "Plan") that is subject to Title I
of ERISA, and/or Section 4975 of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject
to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). 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 will be registered with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, 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 if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named Above, or
________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (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 OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B)
THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE 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 SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No. 1 Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Current Principal Amount of this
October 1, 2006 Certificate as of the Cut-off Date:
$_______
Initial Current Principal Amount of this Certificate as
First Distribution Date: of the Cut-off Date:
November 25, 2006 $_______
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
November 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class R-X
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable interest
rate mortgage loans secured by first liens on one- to four-family residential properties (the
"Mortgage Loans") and sold by Structured Asset Mortgage Investments II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of the Mortgage Loans sold by XXXX XX. The
Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage
Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to
them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and
by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership interest in this
Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any ownership
interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States Person and Permitted Transferee, (iii) any attempted or
purported transfer of any ownership interest in this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a
United States Person and a Permitted Transferee acquires any ownership interest in this Certificate in violation
of such restrictions, then the Seller 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 Seller, which purchaser may
be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller may choose.
The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a
Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of the related Distribution Date,
an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any
Mortgage Loan and is not likely to be the date on which the Current Principal Amount of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer of this Certificate is to be made
without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly
being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an "Institutional
Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as
applicable, and (ii) if requested by the Trustee, 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 Seller or the Trustee in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. Neither the Seller 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 and the Seller 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 R-X Certificate will be made unless the Trustee has received either
(i) opinion of counsel for the benefit of the Trustee and the Servicer and which they may rely which is
satisfactory to the Trustee that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the
"Code") and will not subject the Servicer or the Trustee to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly
or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement (a "Plan") that is
subject to Title I of ERISA, and/or Section 4975 of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject
to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). 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 will be registered with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, 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 if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS I-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A
"REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
EACH BENEFICIAL OWNER OF A CLASS I-X CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT EITHER
(I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND XXXXX'X, (II) IT IS NOT A PLAN
OR INVESTING WITH "PLAN ASSETS"? OF ANY PLAN, (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED
TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS
DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No. 1 Fixed Pass-Through Rate
Class I-X Senior Interest Only
Aggregate Initial Current Notional Amount of the
Date of Pooling and Servicing Agreement and Cut-off Date: Certificates as of the Cut-off Date:
October 1, 2006 $__________
First Distribution Date: Initial Current Notional Amount of this Certificate as
November 25, 2006 of the Cut-off Date:
$__________
Initial Principal Balance of the Principal Component of
this Certificate as of the Cut-off Date: $0
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
October 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class I-X
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable interest
rate mortgage loans secured by first liens on one- to four- family residential properties (the
"Mortgage Loans") and sold by Structured Asset Mortgage Investments II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or an interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 Fractional Undivided Interest
evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund") primarily consisting of the Mortgage Loans sold by XXXX XX. The Mortgage Loans were sold
by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is
bound.
Interest on this Certificate will accrue during the period from and including the preceding
Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date, from the Closing Date)
to and including the day prior to the current Distribution Date on the Current Principal Amount hereof at a per
annum rate equal to the Pass-Through Rate set forth in the Agreement. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the Business Day immediately preceding the related
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 Fractional Undivided Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of Certificates of the same Class as this Certificate.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose and designated in such notice. Each of the initial Notional
Amount of this Certificate and the initial principal balance of the principal component of this Certificate is
set forth above. The principal balance of the principal component of this Certificate will be reduced to the
extent of distributions allocable to principal hereon and any Realized Losses allocable hereto. In the event that
interest accrued on the Notional Amount of this Certificate is reduced as a result of the allocation of Net
Deferred Interest on the related Mortgage Loans, as described in the Agreement, the principal balance of the
principal component of this Certificate will increase by the amount of such reduction.
Each beneficial owner of a Class I-X Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of that Certificate or interest therein, that either
(i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and Xxxxx'x, (ii) it is not a Plan
or investing with "plan assets" of any Plan, (iii)(1) it is an insurance company, (2) the source of funds used to
acquire or hold the Certificate or interest therein is an "insurance company general account," as such term is
defined in Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of
PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject
to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Seller, the Servicer and the Trustee, and (ii)
the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). 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 will be registered with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, 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 if (i) the Stated Principal Balance of the Mortgage Loans in a Loan Group at the time of any such
repurchase is less than 10% of the Cut-off Date Balance of such Mortgage Loans or (ii) the Depositor, based upon
an Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of any
REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status will be lost for
the then-current taxable year. 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 expiration of 21 years
after the death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATON
Not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-X Certificates referred to in the within-mentioned Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named above, or ________________________, as
its agent.
EXHIBIT A-8
FORM OF CLASS [I][II]-XP CERTIFICATE
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 OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B)
THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE
WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO
ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate No. 1 Aggregate Initial Current Notional Amount of the Class
[I][II]-XP-[1][2] Certificates as of the Cut-off Date:
$__________
Class [I][II]-XP-[1][2] Certificate
Date of Pooling and Servicing Agreement Percentage Interest of this Certificate:
and Cut-off Date: _____%
October 1, 2006
First Distribution Date:
November 25, 2006
Servicer: CUSIP: ___________
EMC Mortgage Corporation
Assumed Final Distribution Date:
[October][November] 25, 2036
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-AR3
evidencing a fractional undivided interest in the distributions allocable to the Class
[I][II]-XP-[1][2] Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one- to four- family
residential properties (the "Mortgage Loans") and sold by Structured Asset Mortgage Investments
II Inc.
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Structured Asset Mortgage Investments II Inc. ("XXXX XX"), the Servicer or the
Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity or by XXXX XX, the Servicer or the
Trustee or any of their affiliates or any other person. None of XXXX XX, the 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 Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of the Mortgage Loans sold by XXXX XX. The
Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to XXXX XX. EMC will act as servicer of the Mortgage
Loans (the "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 XXXX XX, as depositor (the "Seller"), EMC and Xxxxx Fargo, National Association,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by
which such Holder is bound.
The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a
Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of the related Distribution Date,
an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of Certificates of the same Class as this Certificate.
Distributions on this Certificate will be made by the Trustee by check mailed to the address of
the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person
so requests by notifying the Trustee in writing as specified in the Agreement, by wire transfer. Notwithstanding
the above, the final distribution on this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer of this Certificate is to be made
without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly
being made (a) in reliance upon Rule 144A under the 1933 Act or (b) to a transferee that is an "Institutional
Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 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 F-1 or F-2, as
applicable, and (ii) if requested by the Trustee, 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 Seller, the Trustee or the 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. None of the Seller or 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 Seller and the 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 [I][II]-XP-[1][2] Certificate will be made unless the Trustee has
received either (i) opinion of counsel for the benefit of the Trustee and the Servicer and which they may rely
which is satisfactory to the Trustee that the purchase of this certificate is permissible under local law, will
not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the
"Code") and will not subject the Servicer or the Trustee to any obligation or liability in addition to those
undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly
or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement (a "Plan") that is
subject to Title I of ERISA, and/or Section 4975 of the Code, or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set forth on
the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any
amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject
to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided: (i) the amendment thereof and
the modification of the rights and obligations of the Seller, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Servicer and the Trustee, and
(ii) the amendment thereof by the Servicer and the Trustee with the consent of the Holders of Certificates,
evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests
thereof). 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 will be registered with the Trustee upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided 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 Fractional Undivided Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of transfer,
but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Seller, the Servicer, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Seller, the
Servicer, the Trustee or any such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other than the
obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the later of the mailing of the final payment or other liquidation (or Advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the optional repurchase by
the party named in the Agreement of all the Mortgage Loans and all related REO Property remaining in the Trust in
accordance with the terms of the Agreement. Such optional repurchase may be made only if (i) the Stated Principal
Balance of the Mortgage Loans in a Loan Group at the time of any such repurchase is less than 10% of the Cut-off
Date Balance of such Mortgage Loans or (ii) the Depositor, based upon an Opinion of Counsel addressed to the
Depositor and the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or
that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. 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 expiration of 21 years after the death of certain persons
identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the Trustee by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
Dated: October 31, 2006 XXXXX FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [I][II]-XP-[1][2] Certificates referred to in the within-mentioned
Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Xxxxx Fargo Bank, National
Association, not in its individual capacity but
solely as Trustee
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code of
assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
LOAN_SEQ Group pp_term pp_hard_soft pp_hard_term
16546091 Group 1: MTA 36MPP Hard 36
16546112 Group 2: Secure Option Arms 36MPP Combo 12
16546114 Group 1: MTA 36MPP Hard 36
16546115 Group 2: Secure Option Arms 36MPP Combo 12
16615725 Group 1: MTA 36MPP Hard 36
16615898 Group 1: MTA 36MPP Hard 36
16615920 Group 2: Secure Option Arms 36MPP Combo 12
16615742 Group 1: MTA 12MPP Hard 12
16615929 Group 2: Secure Option Arms 36MPP Combo 12
16615847 Group 1: MTA 36MPP Hard 36
16615892 Group 1: MTA 12MPP Hard 12
16615819 Group 2: Secure Option Arms 24MPP Combo 12
16615820 Group 2: Secure Option Arms 36MPP Combo 12
16615825 Group 1: MTA 36MPP Hard 36
16615827 Group 2: Secure Option Arms 36MPP Combo 12
16615832 Group 2: Secure Option Arms 36MPP Combo 12
16615783 Group 1: MTA 36MPP Hard 36
16615796 Group 1: MTA 36MPP Hard 36
16615808 Group 1: MTA No PP NoPP 0
16615815 Group 1: MTA 36MPP Hard 36
16612601 Group 2: Secure Option Arms 36MPP Combo 12
16612607 Group 2: Secure Option Arms 36MPP Combo 12
16615775 Group 2: Secure Option Arms No PP NoPP 0
16612589 Group 1: MTA 36MPP Hard 36
16384482 Group 1: MTA 36MPP Hard 36
16384517 Group 1: MTA 36MPP Hard 36
16546021 Group 1: MTA 12MPP Hard 12
16545517 Group 2: Secure Option Arms 36MPP Combo 12
16545983 Group 2: Secure Option Arms 36MPP Combo 12
16545989 Group 1: MTA 36MPP Hard 36
16545990 Group 1: MTA 36MPP Hard 36
16545360 Group 1: MTA 12MPP Hard 12
16545364 Group 1: MTA 36MPP Hard 36
16545432 Group 1: MTA 36MPP Hard 36
16545444 Group 2: Secure Option Arms No PP NoPP 0
16545445 Group 2: Secure Option Arms 36MPP Combo 12
16545458 Group 2: Secure Option Arms No PP NoPP 0
16545475 Group 1: MTA 36MPP Hard 36
16545487 Group 1: MTA 36MPP Hard 36
16545500 Group 2: Secure Option Arms 36MPP Combo 12
16545506 Group 2: Secure Option Arms 36MPP Combo 12
16545516 Group 1: MTA 36MPP Hard 36
16545223 Group 1: MTA 36MPP Hard 36
16545225 Group 2: Secure Option Arms No PP NoPP 0
16545255 Group 1: MTA 36MPP Hard 36
16545281 Group 2: Secure Option Arms No PP NoPP 0
16545192 Group 2: Secure Option Arms 36MPP Combo 12
16545194 Group 2: Secure Option Arms 36MPP Combo 12
16545195 Group 2: Secure Option Arms 36MPP Combo 12
16545198 Group 1: MTA 12MPP Hard 12
16545200 Group 2: Secure Option Arms 36MPP Combo 12
16545093 Group 1: MTA 12MPP Hard 12
16545100 Group 1: MTA 12MPP Hard 12
16545106 Group 1: MTA 36MPP Hard 36
16545141 Group 1: MTA 12MPP Hard 12
16545143 Group 2: Secure Option Arms 36MPP Combo 12
16545147 Group 1: MTA 12MPP Hard 12
16545184 Group 2: Secure Option Arms 36MPP Combo 12
16545046 Group 1: MTA 36MPP Hard 36
16545047 Group 1: MTA 36MPP Hard 36
16544409 Group 1: MTA 36MPP Hard 36
16544414 Group 2: Secure Option Arms 36MPP Combo 12
16544415 Group 2: Secure Option Arms 36MPP Combo 12
16544421 Group 2: Secure Option Arms 36MPP Combo 12
16544422 Group 2: Secure Option Arms No PP NoPP 0
16544427 Group 2: Secure Option Arms No PP NoPP 0
16544430 Group 2: Secure Option Arms 36MPP Combo 12
16544433 Group 1: MTA 12MPP Hard 12
16544440 Group 1: MTA 36MPP Hard 36
16544402 Group 1: MTA 36MPP Hard 36
16544405 Group 1: MTA 36MPP Hard 36
16544353 Group 1: MTA 12MPP Hard 12
16544250 Group 1: MTA 36MPP Hard 36
16544251 Group 2: Secure Option Arms 36MPP Combo 12
16544254 Group 2: Secure Option Arms 36MPP Combo 12
16544264 Group 1: MTA 36MPP Hard 36
16544310 Group 2: Secure Option Arms No PP NoPP 0
16544334 Group 1: MTA 36MPP Hard 36
16544203 Group 1: MTA 36MPP Hard 36
16544097 Group 1: MTA 36MPP Hard 36
16544040 Group 1: MTA 12MPP Hard 12
16544063 Group 2: Secure Option Arms 6MPP Soft/Unk 0
16543958 Group 1: MTA 36MPP Hard 36
16540890 Group 2: Secure Option Arms 36MPP Combo 12
16540892 Group 1: MTA 36MPP Hard 36
16540897 Group 1: MTA 36MPP Hard 36
16540860 Group 1: MTA 36MPP Hard 36
16540879 Group 1: MTA 36MPP Hard 36
16540772 Group 1: MTA 36MPP Hard 36
16540790 Group 2: Secure Option Arms 36MPP Combo 12
16540806 Group 1: MTA 36MPP Hard 36
16540815 Group 2: Secure Option Arms 36MPP Combo 12
16540674 Group 2: Secure Option Arms No PP NoPP 0
16613013 Group 2: Secure Option Arms No PP NoPP 0
16611841 Group 2: Secure Option Arms 36MPP Combo 12
16611848 Group 2: Secure Option Arms No PP NoPP 0
16611857 Group 2: Secure Option Arms 36MPP Combo 12
16611869 Group 2: Secure Option Arms 36MPP Combo 12
16611871 Group 2: Secure Option Arms No PP NoPP 0
16611873 Group 2: Secure Option Arms 36MPP Combo 12
16611878 Group 2: Secure Option Arms 36MPP Combo 12
16611883 Group 2: Secure Option Arms 36MPP Combo 12
16611887 Group 2: Secure Option Arms 36MPP Combo 12
16611892 Group 2: Secure Option Arms 36MPP Combo 12
16611732 Group 1: MTA No PP NoPP 0
16611444 Group 1: MTA 36MPP Hard 36
16611459 Group 2: Secure Option Arms 36MPP Combo 12
16611676 Group 1: MTA No PP NoPP 0
16611713 Group 1: MTA 36MPP Hard 36
16610311 Group 1: MTA 36MPP Hard 36
16611411 Group 2: Secure Option Arms No PP NoPP 0
16610087 Group 2: Secure Option Arms 12MPP Hard 12
16609904 Group 1: MTA 36MPP Hard 36
16609995 Group 2: Secure Option Arms 36MPP Combo 12
16610014 Group 2: Secure Option Arms No PP NoPP 0
16609813 Group 2: Secure Option Arms No PP NoPP 0
16609824 Group 1: MTA 36MPP Hard 36
16606101 Group 2: Secure Option Arms No PP NoPP 0
16606179 Group 2: Secure Option Arms 36MPP Combo 12
16609677 Group 2: Secure Option Arms 36MPP Combo 12
16609684 Group 2: Secure Option Arms 36MPP Combo 12
16609694 Group 2: Secure Option Arms No PP NoPP 0
16609703 Group 2: Secure Option Arms No PP NoPP 0
16605964 Group 2: Secure Option Arms No PP NoPP 0
16605969 Group 2: Secure Option Arms No PP NoPP 0
16605997 Group 2: Secure Option Arms No PP NoPP 0
16606006 Group 1: MTA 36MPP Hard 36
16606012 Group 2: Secure Option Arms No PP NoPP 0
16606017 Group 2: Secure Option Arms No PP NoPP 0
16606036 Group 1: MTA 12MPP Hard 12
16606048 Group 2: Secure Option Arms No PP NoPP 0
16606051 Group 1: MTA 36MPP Hard 36
16606060 Group 2: Secure Option Arms 36MPP Combo 12
16606063 Group 2: Secure Option Arms No PP NoPP 0
16606073 Group 1: MTA 36MPP Hard 36
16606080 Group 1: MTA 36MPP Hard 36
16606083 Group 2: Secure Option Arms No PP NoPP 0
16384251 Group 1: MTA 36MPP Hard 36
16384049 Group 1: MTA 36MPP Hard 36
16383220 Group 1: MTA 36MPP Hard 36
16383228 Group 1: MTA 36MPP Hard 36
16605838 Group 2: Secure Option Arms 36MPP Combo 12
16605845 Group 2: Secure Option Arms 36MPP Combo 12
16605863 Group 1: MTA 36MPP Hard 36
16605875 Group 1: MTA 36MPP Hard 36
16605951 Group 2: Secure Option Arms 36MPP Combo 12
16605953 Group 2: Secure Option Arms No PP NoPP 0
16612526 Group 1: MTA 12MPP Hard 12
16612537 Group 1: MTA 12MPP Hard 12
16612543 Group 1: MTA 36MPP Hard 36
16612544 Group 1: MTA 36MPP Hard 36
16612545 Group 1: MTA 12MPP Hard 12
16612560 Group 2: Secure Option Arms 12MPP Hard 12
16612568 Group 2: Secure Option Arms 36MPP Combo 12
16347295 Group 2: Secure Option Arms 12MPP Hard 12
16605737 Group 1: MTA 12MPP Hard 12
16605693 Group 1: MTA 12MPP Hard 12
16605697 Group 1: MTA 36MPP Hard 36
16605698 Group 1: MTA 36MPP Hard 36
16605700 Group 1: MTA 36MPP Hard 36
16604426 Group 2: Secure Option Arms No PP NoPP 0
16604428 Group 2: Secure Option Arms 36MPP Combo 12
16604432 Group 2: Secure Option Arms 36MPP Combo 12
16604442 Group 2: Secure Option Arms 36MPP Combo 12
16603981 Group 2: Secure Option Arms 36MPP Combo 12
16603983 Group 2: Secure Option Arms 36MPP Combo 12
16603985 Group 2: Secure Option Arms No PP NoPP 0
16603993 Group 2: Secure Option Arms No PP NoPP 0
16604009 Group 2: Secure Option Arms 36MPP Combo 12
16604010 Group 1: MTA 12MPP Hard 12
16604020 Group 1: MTA 36MPP Hard 36
16604027 Group 2: Secure Option Arms No PP NoPP 0
16604028 Group 2: Secure Option Arms 36MPP Combo 12
16604029 Group 2: Secure Option Arms No PP NoPP 0
16604038 Group 1: MTA 36MPP Hard 36
16604059 Group 2: Secure Option Arms 36MPP Combo 12
16604129 Group 1: MTA 36MPP Hard 36
16604143 Group 1: MTA 36MPP Hard 36
16604193 Group 1: MTA 36MPP Hard 36
16604200 Group 1: MTA 12MPP Hard 12
16604206 Group 1: MTA 12MPP Hard 12
16604214 Group 1: MTA 36MPP Hard 36
16604219 Group 1: MTA 36MPP Hard 36
16604228 Group 1: MTA 36MPP Hard 36
16604236 Group 1: MTA 36MPP Hard 36
16604246 Group 1: MTA 36MPP Hard 36
16604294 Group 2: Secure Option Arms No PP NoPP 0
16604394 Group 1: MTA 36MPP Hard 36
16604411 Group 2: Secure Option Arms No PP NoPP 0
16604413 Group 2: Secure Option Arms 36MPP Combo 12
16604420 Group 2: Secure Option Arms 36MPP Combo 12
16603874 Group 1: MTA 12MPP Hard 12
16603907 Group 1: MTA 36MPP Hard 36
16603915 Group 2: Secure Option Arms No PP NoPP 0
16603927 Group 2: Secure Option Arms 12MPP Hard 12
16603934 Group 2: Secure Option Arms 36MPP Combo 12
16603939 Group 1: MTA 36MPP Hard 36
16603968 Group 1: MTA 36MPP Hard 36
16361556 Group 1: MTA 36MPP Hard 36
16603054 Group 2: Secure Option Arms No PP NoPP 0
16603067 Group 2: Secure Option Arms 6MPP Hard 6
16602985 Group 2: Secure Option Arms No PP NoPP 0
16602998 Group 1: MTA 36MPP Hard 36
16360187 Group 1: MTA No PP NoPP 0
16359800 Group 1: MTA 12MPP Hard 12
16339933 Group 1: MTA No PP NoPP 0
16602803 Group 1: MTA 36MPP Hard 36
16602809 Group 1: MTA 36MPP Hard 36
16335753 Group 1: MTA 36MPP Hard 36
16358033 Group 1: MTA 12MPP Hard 12
16349621 Group 1: MTA 12MPP Hard 12
16349666 Group 1: MTA No PP NoPP 0
16348292 Group 1: MTA 12MPP Hard 12
16400792 Group 2: Secure Option Arms 6MPP Hard 6
16331155 Group 1: MTA 36MPP Hard 36
16331167 Group 1: MTA 36MPP Hard 36
16323897 Group 2: Secure Option Arms 36MPP Combo 12
16327116 Group 2: Secure Option Arms 36MPP Combo 12
16326981 Group 1: MTA 36MPP Hard 36
16563168 Group 2: Secure Option Arms No PP NoPP 0
16563182 Group 1: MTA 36MPP Hard 36
16563183 Group 2: Secure Option Arms 36MPP Combo 12
16563186 Group 1: MTA 12MPP Hard 12
16563201 Group 1: MTA 36MPP Hard 36
16563218 Group 2: Secure Option Arms 36MPP Combo 12
16563235 Group 1: MTA 36MPP Hard 36
16563239 Group 1: MTA 36MPP Hard 36
16563242 Group 1: MTA 36MPP Hard 36
16563244 Group 1: MTA 12MPP Hard 12
16563245 Group 1: MTA 12MPP Hard 12
16563246 Group 2: Secure Option Arms No PP NoPP 0
16563251 Group 1: MTA 36MPP Hard 36
16563252 Group 2: Secure Option Arms 36MPP Combo 12
16563256 Group 1: MTA 36MPP Hard 36
16563259 Group 2: Secure Option Arms No PP NoPP 0
16563281 Group 1: MTA 36MPP Hard 36
16563288 Group 1: MTA 36MPP Hard 36
16563292 Group 1: MTA 36MPP Hard 36
16563295 Group 1: MTA 36MPP Hard 36
16563305 Group 1: MTA 36MPP Hard 36
16563309 Group 1: MTA 36MPP Hard 36
16564368 Group 2: Secure Option Arms No PP NoPP 0
16564370 Group 2: Secure Option Arms 36MPP Combo 12
16564392 Group 1: MTA 36MPP Hard 36
16323807 Group 1: MTA 36MPP Hard 36
16318779 Group 2: Secure Option Arms 36MPP Combo 12
16344664 Group 1: MTA 36MPP Hard 36
16344683 Group 1: MTA 36MPP Hard 36
16344639 Group 1: MTA 36MPP Hard 36
16612510 Group 1: MTA 12MPP Hard 12
16612482 Group 2: Secure Option Arms No PP NoPP 0
16612486 Group 1: MTA 36MPP Hard 36
16612488 Group 1: MTA 36MPP Hard 36
16612489 Group 2: Secure Option Arms No PP NoPP 0
16612500 Group 1: MTA 36MPP Hard 36
16612504 Group 2: Secure Option Arms 36MPP Combo 12
16612505 Group 1: MTA 36MPP Hard 36
16610988 Group 2: Secure Option Arms 36MPP Combo 12
16611181 Group 2: Secure Option Arms 12MPP Hard 12
16612454 Group 1: MTA 36MPP Hard 36
16612458 Group 1: MTA 36MPP Hard 36
16612459 Group 1: MTA 12MPP Hard 12
16612460 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16612462 Group 1: MTA No PP NoPP 0
16612475 Group 1: MTA 36MPP Hard 36
16611100 Group 1: MTA 36MPP Hard 36
16611105 Group 1: MTA 36MPP Hard 36
16611121 Group 2: Secure Option Arms 36MPP Combo 12
16611127 Group 2: Secure Option Arms 36MPP Combo 12
16611135 Group 1: MTA 36MPP Hard 36
16611169 Group 1: MTA 36MPP Hard 36
16611171 Group 2: Secure Option Arms 12MPP Hard 12
16611054 Group 2: Secure Option Arms 12MPP Hard 12
16610947 Group 2: Secure Option Arms 36MPP Combo 12
16610952 Group 2: Secure Option Arms 36MPP Combo 12
16611095 Group 1: MTA 36MPP Hard 36
16609436 Group 1: MTA No PP NoPP 0
16609446 Group 2: Secure Option Arms 36MPP Combo 12
16609302 Group 1: MTA 36MPP Hard 36
16609452 Group 2: Secure Option Arms 36MPP Combo 12
16611012 Group 2: Secure Option Arms 24MPP Combo 12
16611017 Group 1: MTA 36MPP Hard 36
16610930 Group 2: Secure Option Arms No PP NoPP 0
16610933 Group 1: MTA 36MPP Hard 36
16611022 Group 1: MTA 36MPP Hard 36
16611049 Group 2: Secure Option Arms 36MPP Combo 12
16610945 Group 2: Secure Option Arms 36MPP Combo 12
16611053 Group 2: Secure Option Arms 36MPP Combo 12
16609399 Group 2: Secure Option Arms 24MPP Combo 12
16609405 Group 2: Secure Option Arms 12MPP Hard 12
16609419 Group 2: Secure Option Arms 24MPP Combo 12
16609423 Group 2: Secure Option Arms 36MPP Combo 12
16609424 Group 2: Secure Option Arms 12MPP Soft/Unk 0
16605568 Group 1: MTA 12MPP Hard 12
16605572 Group 2: Secure Option Arms 24MPP Combo 12
16605435 Group 2: Secure Option Arms 36MPP Combo 12
16605451 Group 1: MTA 36MPP Hard 36
16605584 Group 1: MTA 36MPP Hard 36
16605586 Group 2: Secure Option Arms 36MPP Combo 12
16605589 Group 2: Secure Option Arms 12MPP Hard 12
16609349 Group 2: Secure Option Arms 36MPP Combo 12
16609358 Group 1: MTA 36MPP Hard 36
16609371 Group 2: Secure Option Arms No PP NoPP 0
16609374 Group 1: MTA 12MPP Hard 12
16609384 Group 2: Secure Option Arms 36MPP Combo 12
16609388 Group 1: MTA 36MPP Hard 36
16609390 Group 2: Secure Option Arms 36MPP Combo 12
16605422 Group 2: Secure Option Arms 36MPP Combo 12
16605565 Group 1: MTA 36MPP Hard 36
16603751 Group 2: Secure Option Arms 36MPP Combo 12
16603770 Group 1: MTA 36MPP Hard 36
16603773 Group 1: MTA 36MPP Hard 36
16605474 Group 2: Secure Option Arms No PP NoPP 0
16605481 Group 1: MTA 36MPP Hard 36
16605489 Group 1: MTA 36MPP Hard 36
16605492 Group 1: MTA 36MPP Hard 36
16605494 Group 1: MTA 12MPP Hard 12
16605496 Group 2: Secure Option Arms 12MPP Hard 12
16605505 Group 2: Secure Option Arms 12MPP Hard 12
16605510 Group 2: Secure Option Arms 36MPP Combo 12
16605518 Group 2: Secure Option Arms 36MPP Combo 12
16605398 Group 1: MTA 36MPP Hard 36
16605522 Group 2: Secure Option Arms 12MPP Hard 12
16605544 Group 2: Secure Option Arms 36MPP Combo 12
16605547 Group 2: Secure Option Arms 12MPP Hard 12
16605551 Group 2: Secure Option Arms 36MPP Combo 12
16605553 Group 1: MTA 36MPP Hard 36
16605558 Group 1: MTA 36MPP Hard 36
16605559 Group 1: MTA 36MPP Hard 36
16605414 Group 2: Secure Option Arms 36MPP Combo 12
16344254 Group 1: MTA 36MPP Hard 36
16603727 Group 2: Secure Option Arms No PP NoPP 0
16603736 Group 2: Secure Option Arms 12MPP Hard 12
16603743 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16603587 Group 1: MTA 36MPP Hard 36
16603705 Group 2: Secure Option Arms 12MPP Hard 12
16603718 Group 2: Secure Option Arms 12MPP Hard 12
16603722 Group 2: Secure Option Arms 36MPP Combo 12
16603660 Group 1: MTA 36MPP Hard 36
16603668 Group 2: Secure Option Arms 12MPP Hard 12
16603674 Group 1: MTA 36MPP Hard 36
16603683 Group 2: Secure Option Arms 12MPP Soft/Unk 0
16603684 Group 2: Secure Option Arms 12MPP Hard 12
16603694 Group 1: MTA 36MPP Hard 36
16603698 Group 2: Secure Option Arms 36MPP Combo 12
16603655 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16600738 Group 1: MTA 36MPP Hard 36
16600742 Group 2: Secure Option Arms No PP NoPP 0
16600744 Group 1: MTA 36MPP Hard 36
16600745 Group 1: MTA 36MPP Hard 36
16600750 Group 2: Secure Option Arms 24MPP Combo 12
16600753 Group 1: MTA 12MPP Hard 12
16600756 Group 2: Secure Option Arms No PP NoPP 0
16600758 Group 2: Secure Option Arms 24MPP Combo 12
16600764 Group 1: MTA 36MPP Hard 36
16600765 Group 1: MTA 12MPP Hard 12
16601709 Group 1: MTA 36MPP Hard 36
16601711 Group 2: Secure Option Arms 12MPP Hard 12
16601670 Group 1: MTA 36MPP Hard 36
16601737 Group 1: MTA 36MPP Hard 36
16601739 Group 2: Secure Option Arms 36MPP Combo 12
16601743 Group 1: MTA 36MPP Hard 36
16601747 Group 2: Secure Option Arms No PP NoPP 0
16601769 Group 2: Secure Option Arms 12MPP Hard 12
16601677 Group 1: MTA 36MPP Hard 36
16601782 Group 2: Secure Option Arms 36MPP Combo 12
16601785 Group 2: Secure Option Arms 36MPP Combo 12
16601787 Group 2: Secure Option Arms 12MPP Hard 12
16601791 Group 2: Secure Option Arms 24MPP Combo 12
16601792 Group 2: Secure Option Arms 36MPP Combo 12
16601680 Group 2: Secure Option Arms 12MPP Hard 12
16601810 Group 2: Secure Option Arms 36MPP Combo 12
16601813 Group 1: MTA 36MPP Hard 36
16601816 Group 2: Secure Option Arms No PP NoPP 0
16601819 Group 1: MTA 36MPP Hard 36
16601828 Group 1: MTA 12MPP Hard 12
16601843 Group 2: Secure Option Arms No PP NoPP 0
16601846 Group 2: Secure Option Arms No PP NoPP 0
16601848 Group 1: MTA 12MPP Hard 12
16601850 Group 1: MTA 36MPP Hard 36
16601855 Group 1: MTA 36MPP Hard 36
16601862 Group 2: Secure Option Arms 36MPP Combo 12
16601693 Group 2: Secure Option Arms 24MPP Combo 12
16603637 Group 1: MTA 12MPP Hard 12
16603639 Group 1: MTA 36MPP Hard 36
16603644 Group 2: Secure Option Arms 36MPP Combo 12
16378620 Group 1: MTA 36MPP Hard 36
16378283 Group 1: MTA 12MPP Hard 12
16375274 Group 1: MTA 12MPP Hard 12
16376049 Group 1: MTA 36MPP Hard 36
16376054 Group 1: MTA 12MPP Hard 12
16291212 Group 1: MTA 36MPP Hard 36
16368657 Group 1: MTA 36MPP Hard 36
16368313 Group 1: MTA 36MPP Hard 36
16651695 Group 2: Secure Option Arms No PP NoPP 0
16540664 Group 2: Secure Option Arms No PP NoPP 0
16540665 Group 2: Secure Option Arms 6MPP Hard 6
16419181 Group 1: MTA 36MPP Hard 36
16419183 Group 1: MTA 36MPP Hard 36
16419201 Group 2: Secure Option Arms 36MPP Combo 12
16601153 Group 1: MTA 12MPP Hard 12
16601157 Group 1: MTA 36MPP Hard 36
16601174 Group 1: MTA 12MPP Hard 12
16602676 Group 2: Secure Option Arms 6MPP Hard 6
16602678 Group 2: Secure Option Arms 36MPP Combo 12
16602710 Group 1: MTA 36MPP Hard 36
16602713 Group 2: Secure Option Arms 36MPP Combo 12
16602721 Group 1: MTA 36MPP Hard 36
16601177 Group 1: MTA 36MPP Hard 36
16601179 Group 1: MTA 36MPP Hard 36
16602759 Group 1: MTA 36MPP Hard 36
16602765 Group 1: MTA 12MPP Hard 12
16602768 Group 1: MTA 36MPP Hard 36
16601296 Group 1: MTA 36MPP Hard 36
16601303 Group 1: MTA 36MPP Hard 36
16601360 Group 1: MTA 36MPP Hard 36
16601363 Group 1: MTA 12MPP Hard 12
16601372 Group 2: Secure Option Arms 36MPP Combo 12
16602535 Group 2: Secure Option Arms No PP NoPP 0
16602544 Group 2: Secure Option Arms 36MPP Combo 12
16602568 Group 2: Secure Option Arms 36MPP Combo 12
16602639 Group 1: MTA 12MPP Hard 12
16602647 Group 2: Secure Option Arms 36MPP Combo 12
16602650 Group 2: Secure Option Arms 36MPP Combo 12
16602652 Group 2: Secure Option Arms 36MPP Combo 12
16599847 Group 1: MTA 36MPP Hard 36
16599925 Group 2: Secure Option Arms No PP NoPP 0
16599929 Group 2: Secure Option Arms No PP NoPP 0
16599953 Group 2: Secure Option Arms No PP NoPP 0
16599960 Group 2: Secure Option Arms No PP NoPP 0
16599982 Group 1: MTA 12MPP Hard 12
16599989 Group 1: MTA 36MPP Hard 36
16600016 Group 1: MTA 36MPP Hard 36
16600019 Group 1: MTA 36MPP Hard 36
16600031 Group 1: MTA 36MPP Hard 36
16600034 Group 1: MTA 36MPP Hard 36
16600037 Group 1: MTA 12MPP Hard 12
16600038 Group 1: MTA 36MPP Hard 36
16600932 Group 2: Secure Option Arms No PP NoPP 0
16600975 Group 2: Secure Option Arms No PP NoPP 0
16600992 Group 1: MTA 36MPP Hard 36
16601017 Group 2: Secure Option Arms No PP NoPP 0
16601031 Group 2: Secure Option Arms No PP NoPP 0
16601034 Group 2: Secure Option Arms 36MPP Combo 12
16601035 Group 2: Secure Option Arms No PP NoPP 0
16601043 Group 2: Secure Option Arms 36MPP Combo 12
16601071 Group 2: Secure Option Arms No PP NoPP 0
16601073 Group 2: Secure Option Arms No PP NoPP 0
16601077 Group 2: Secure Option Arms No PP NoPP 0
16601078 Group 2: Secure Option Arms 36MPP Combo 12
16601079 Group 2: Secure Option Arms 36MPP Combo 12
16597676 Group 2: Secure Option Arms 36MPP Combo 12
16597690 Group 1: MTA 36MPP Hard 36
16597719 Group 2: Secure Option Arms 12MPP Hard 12
16597741 Group 1: MTA 36MPP Hard 36
16597780 Group 2: Secure Option Arms 6MPP Hard 6
16597826 Group 1: MTA 36MPP Hard 36
16599457 Group 1: MTA 12MPP Hard 12
16599544 Group 2: Secure Option Arms No PP NoPP 0
16599547 Group 2: Secure Option Arms No PP NoPP 0
16599578 Group 2: Secure Option Arms 36MPP Combo 12
16599589 Group 2: Secure Option Arms 36MPP Combo 12
16599625 Group 1: MTA 36MPP Hard 36
16599638 Group 1: MTA 12MPP Hard 12
16599645 Group 1: MTA 12MPP Hard 12
16599650 Group 1: MTA 36MPP Hard 36
16599657 Group 2: Secure Option Arms 36MPP Combo 12
16599659 Group 1: MTA 12MPP Hard 12
16597546 Group 1: MTA 36MPP Hard 36
16597563 Group 1: MTA 12MPP Hard 12
16597587 Group 1: MTA 36MPP Hard 36
16597595 Group 1: MTA 36MPP Hard 36
16597609 Group 2: Secure Option Arms 6MPP Hard 6
16597627 Group 1: MTA 12MPP Hard 12
16597642 Group 2: Secure Option Arms 6MPP Hard 6
16596673 Group 1: MTA 36MPP Hard 36
16596758 Group 1: MTA 36MPP Hard 36
16596760 Group 1: MTA 36MPP Hard 36
16596765 Group 1: MTA 36MPP Hard 36
16596770 Group 1: MTA 36MPP Hard 36
16596780 Group 2: Secure Option Arms 36MPP Combo 12
16597163 Group 2: Secure Option Arms No PP NoPP 0
16597218 Group 2: Secure Option Arms 6MPP Hard 6
16597248 Group 2: Secure Option Arms 12MPP Hard 12
16597278 Group 1: MTA 36MPP Hard 36
16597289 Group 1: MTA 36MPP Hard 36
16597296 Group 1: MTA 12MPP Hard 12
16597304 Group 2: Secure Option Arms No PP NoPP 0
16597326 Group 1: MTA 36MPP Hard 36
16597354 Group 1: MTA 36MPP Hard 36
16597363 Group 1: MTA 36MPP Hard 36
16597373 Group 1: MTA 36MPP Hard 36
16597376 Group 1: MTA 36MPP Hard 36
16597391 Group 2: Secure Option Arms No PP NoPP 0
16597405 Group 1: MTA 12MPP Hard 12
16597440 Group 1: MTA 36MPP Hard 36
16597442 Group 2: Secure Option Arms 36MPP Combo 12
16600682 Group 2: Secure Option Arms 12MPP Hard 12
16600684 Group 2: Secure Option Arms No PP NoPP 0
16600686 Group 2: Secure Option Arms 36MPP Combo 12
16600688 Group 2: Secure Option Arms 12MPP Hard 12
16600693 Group 2: Secure Option Arms 24MPP Combo 12
16600694 Group 2: Secure Option Arms 36MPP Combo 12
16600696 Group 2: Secure Option Arms 36MPP Combo 12
16600579 Group 2: Secure Option Arms 36MPP Combo 12
16600721 Group 2: Secure Option Arms 36MPP Combo 12
16600722 Group 2: Secure Option Arms 24MPP Combo 12
16600725 Group 2: Secure Option Arms No PP NoPP 0
16600728 Group 2: Secure Option Arms 12MPP Hard 12
16600734 Group 2: Secure Option Arms 12MPP Hard 12
16595489 Group 1: MTA 36MPP Hard 36
16596101 Group 1: MTA 36MPP Hard 36
16596137 Group 1: MTA 36MPP Hard 36
16596191 Group 1: MTA 36MPP Hard 36
16596205 Group 2: Secure Option Arms 36MPP Combo 12
16596214 Group 2: Secure Option Arms 36MPP Combo 12
16596226 Group 2: Secure Option Arms No PP NoPP 0
16596581 Group 1: MTA 36MPP Hard 36
16596591 Group 2: Secure Option Arms 36MPP Combo 12
16596593 Group 2: Secure Option Arms 36MPP Combo 12
16596599 Group 1: MTA 36MPP Hard 36
16596283 Group 2: Secure Option Arms 36MPP Combo 12
16596307 Group 1: MTA 36MPP Hard 36
16596328 Group 2: Secure Option Arms 36MPP Combo 12
16596329 Group 1: MTA 36MPP Hard 36
16596331 Group 2: Secure Option Arms 36MPP Combo 12
16596338 Group 2: Secure Option Arms 36MPP Combo 12
16596342 Group 2: Secure Option Arms 36MPP Combo 12
16596352 Group 1: MTA 36MPP Hard 36
16596359 Group 1: MTA 36MPP Hard 36
16596360 Group 1: MTA 36MPP Hard 36
16596362 Group 1: MTA 36MPP Hard 36
16596367 Group 1: MTA 36MPP Hard 36
16596370 Group 1: MTA 36MPP Hard 36
16596373 Group 2: Secure Option Arms 36MPP Combo 12
16596390 Group 2: Secure Option Arms No PP NoPP 0
16596391 Group 1: MTA 12MPP Hard 12
16596397 Group 1: MTA 36MPP Hard 36
16596409 Group 1: MTA 36MPP Hard 36
16596418 Group 1: MTA 36MPP Hard 36
16596425 Group 2: Secure Option Arms No PP NoPP 0
16596642 Group 1: MTA 36MPP Hard 36
16596645 Group 1: MTA 36MPP Hard 36
16596646 Group 1: MTA 36MPP Hard 36
16596661 Group 2: Secure Option Arms 36MPP Combo 12
16596437 Group 2: Secure Option Arms 36MPP Combo 12
16596457 Group 1: MTA 12MPP Hard 12
16596473 Group 1: MTA 36MPP Hard 36
16596482 Group 2: Secure Option Arms 36MPP Combo 12
16596485 Group 2: Secure Option Arms 36MPP Combo 12
16596494 Group 1: MTA 36MPP Hard 36
16596500 Group 2: Secure Option Arms No PP NoPP 0
16596536 Group 2: Secure Option Arms 36MPP Combo 12
16596539 Group 1: MTA 36MPP Hard 36
16596547 Group 2: Secure Option Arms 36MPP Combo 12
16596563 Group 2: Secure Option Arms 36MPP Combo 12
16591164 Group 2: Secure Option Arms 36MPP Combo 12
16591175 Group 2: Secure Option Arms 36MPP Combo 12
16591177 Group 1: MTA 36MPP Hard 36
16591182 Group 1: MTA No PP NoPP 0
16591192 Group 1: MTA 12MPP Hard 12
16591202 Group 1: MTA 36MPP Hard 36
16591207 Group 1: MTA 12MPP Hard 12
16591217 Group 1: MTA 36MPP Hard 36
16591227 Group 2: Secure Option Arms 36MPP Combo 12
16591228 Group 1: MTA 36MPP Hard 36
16591245 Group 2: Secure Option Arms No PP NoPP 0
16591259 Group 1: MTA 36MPP Hard 36
16591263 Group 1: MTA 36MPP Hard 36
16591277 Group 1: MTA 36MPP Hard 36
16591294 Group 1: MTA 36MPP Hard 36
16591308 Group 2: Secure Option Arms 36MPP Combo 12
16591315 Group 1: MTA 36MPP Hard 36
16591319 Group 1: MTA 36MPP Hard 36
16591335 Group 2: Secure Option Arms No PP NoPP 0
16591377 Group 1: MTA 36MPP Hard 36
16591394 Group 1: MTA 36MPP Hard 36
16591421 Group 1: MTA 36MPP Hard 36
16591422 Group 2: Secure Option Arms 36MPP Combo 12
16591429 Group 1: MTA 12MPP Hard 12
16591472 Group 2: Secure Option Arms 36MPP Combo 12
16591478 Group 2: Secure Option Arms 36MPP Combo 12
16591524 Group 1: MTA 12MPP Hard 12
16591530 Group 1: MTA 36MPP Hard 36
16591541 Group 1: MTA 36MPP Hard 36
16594699 Group 1: MTA 36MPP Hard 36
16594707 Group 2: Secure Option Arms No PP NoPP 0
16594731 Group 2: Secure Option Arms 36MPP Combo 12
16594744 Group 2: Secure Option Arms 36MPP Combo 12
16594771 Group 1: MTA 36MPP Hard 36
16594800 Group 2: Secure Option Arms 36MPP Combo 12
16594821 Group 2: Secure Option Arms 36MPP Combo 12
16591638 Group 1: MTA 36MPP Hard 36
16591644 Group 2: Secure Option Arms 6MPP Hard 6
16591655 Group 1: MTA 36MPP Hard 36
16591661 Group 1: MTA 36MPP Hard 36
16591663 Group 2: Secure Option Arms No PP NoPP 0
16591668 Group 1: MTA 36MPP Hard 36
16591687 Group 1: MTA 36MPP Hard 36
16591688 Group 1: MTA 12MPP Hard 12
16591689 Group 1: MTA 36MPP Hard 36
16594667 Group 1: MTA 36MPP Hard 36
16585742 Group 2: Secure Option Arms 36MPP Combo 12
16585761 Group 2: Secure Option Arms 36MPP Combo 12
16585781 Group 2: Secure Option Arms 36MPP Combo 12
16585785 Group 1: MTA 12MPP Hard 12
16585830 Group 1: MTA 12MPP Hard 12
16585871 Group 2: Secure Option Arms 36MPP Combo 12
16585895 Group 2: Secure Option Arms 6MPP Hard 6
16585897 Group 1: MTA 12MPP Hard 12
16585905 Group 2: Secure Option Arms 36MPP Combo 12
16585953 Group 2: Secure Option Arms 36MPP Combo 12
16586061 Group 1: MTA 36MPP Hard 36
16586077 Group 1: MTA 12MPP Hard 12
16586084 Group 1: MTA 12MPP Hard 12
16586088 Group 1: MTA 36MPP Hard 36
16586089 Group 1: MTA 36MPP Hard 36
16586105 Group 2: Secure Option Arms 36MPP Combo 12
16586115 Group 1: MTA 12MPP Hard 12
16586118 Group 2: Secure Option Arms 36MPP Combo 12
16586132 Group 2: Secure Option Arms 12MPP Hard 12
16586138 Group 2: Secure Option Arms 36MPP Combo 12
16591053 Group 2: Secure Option Arms 36MPP Combo 12
16591066 Group 1: MTA 36MPP Hard 36
16591071 Group 1: MTA 36MPP Hard 36
16591072 Group 2: Secure Option Arms 36MPP Combo 12
16591073 Group 2: Secure Option Arms No PP NoPP 0
16591074 Group 2: Secure Option Arms No PP NoPP 0
16591078 Group 2: Secure Option Arms No PP NoPP 0
16591081 Group 2: Secure Option Arms No PP NoPP 0
16591100 Group 1: MTA 36MPP Hard 36
16591112 Group 2: Secure Option Arms 36MPP Combo 12
16591121 Group 2: Secure Option Arms 36MPP Combo 12
16591123 Group 1: MTA 36MPP Hard 36
16591156 Group 1: MTA 36MPP Hard 36
16591158 Group 1: MTA 36MPP Hard 36
16419068 Group 2: Secure Option Arms No PP NoPP 0
16646410 Group 2: Secure Option Arms 6MPP Hard 6
16646190 Group 2: Secure Option Arms 36MPP Combo 12
16600639 Group 2: Secure Option Arms No PP NoPP 0
16600644 Group 1: MTA 36MPP Hard 36
16600651 Group 2: Secure Option Arms 12MPP Hard 12
16600653 Group 1: MTA 12MPP Hard 12
16600656 Group 1: MTA 12MPP Hard 12
16600660 Group 1: MTA 36MPP Hard 36
16600675 Group 2: Secure Option Arms 36MPP Combo 12
16599275 Group 2: Secure Option Arms 12MPP Hard 12
16599277 Group 2: Secure Option Arms No PP NoPP 0
16599281 Group 1: MTA 36MPP Hard 36
16599284 Group 2: Secure Option Arms 36MPP Combo 12
16599290 Group 2: Secure Option Arms 12MPP Hard 12
16599309 Group 1: MTA 36MPP Hard 36
16599312 Group 2: Secure Option Arms 36MPP Combo 12
16599314 Group 2: Secure Option Arms 36MPP Combo 12
16599316 Group 1: MTA 36MPP Hard 36
16599319 Group 2: Secure Option Arms 36MPP Combo 12
16600616 Group 1: MTA 36MPP Hard 36
16600617 Group 2: Secure Option Arms 12MPP Hard 12
16600621 Group 2: Secure Option Arms No PP NoPP 0
16600622 Group 1: MTA No PP NoPP 0
16600635 Group 1: MTA 36MPP Hard 36
16596941 Group 1: MTA 12MPP Hard 12
16597118 Group 2: Secure Option Arms 36MPP Combo 12
16599173 Group 1: MTA 36MPP Hard 36
16599175 Group 1: MTA 36MPP Hard 36
16599178 Group 2: Secure Option Arms 36MPP Combo 12
16599203 Group 2: Secure Option Arms 36MPP Combo 12
16599113 Group 1: MTA 12MPP Hard 12
16599218 Group 2: Secure Option Arms 36MPP Combo 12
16599219 Group 1: MTA 36MPP Hard 36
16599233 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16599235 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16599240 Group 2: Secure Option Arms 12MPP Hard 12
16599242 Group 1: MTA 12MPP Hard 12
16599246 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16599259 Group 1: MTA 36MPP Hard 36
16599263 Group 1: MTA 36MPP Hard 36
16599268 Group 1: MTA 36MPP Hard 36
16599129 Group 2: Secure Option Arms 12MPP Hard 12
16599206 Group 2: Secure Option Arms No PP NoPP 0
16599207 Group 2: Secure Option Arms No PP NoPP 0
16599209 Group 1: MTA 36MPP Hard 36
16599210 Group 2: Secure Option Arms No PP NoPP 0
16599212 Group 2: Secure Option Arms 12MPP Hard 12
16599216 Group 2: Secure Option Arms 36MPP Combo 12
16596898 Group 1: MTA 36MPP Hard 36
16596968 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16596971 Group 2: Secure Option Arms 36MPP Combo 12
16596900 Group 2: Secure Option Arms 36MPP Combo 12
16596982 Group 1: MTA 36MPP Hard 36
16596993 Group 1: MTA 36MPP Hard 36
16597001 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16597004 Group 2: Secure Option Arms 36MPP Combo 12
16597011 Group 2: Secure Option Arms 36MPP Combo 12
16596907 Group 2: Secure Option Arms 36MPP Combo 12
16597022 Group 1: MTA 36MPP Hard 36
16596909 Group 1: MTA 36MPP Hard 36
16597025 Group 2: Secure Option Arms 36MPP Combo 12
16597030 Group 2: Secure Option Arms 12MPP Hard 12
16597031 Group 2: Secure Option Arms No PP NoPP 0
16597035 Group 1: MTA 36MPP Hard 36
16597038 Group 2: Secure Option Arms 12MPP Hard 12
16596912 Group 2: Secure Option Arms 36MPP Combo 12
16597039 Group 1: MTA 36MPP Hard 36
16597041 Group 2: Secure Option Arms 36MPP Combo 12
16597048 Group 2: Secure Option Arms 12MPP Hard 12
16596923 Group 1: MTA 36MPP Hard 36
16597078 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16597088 Group 2: Secure Option Arms No PP NoPP 0
16597091 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16597093 Group 1: MTA 36MPP Hard 36
16597096 Group 1: MTA 12MPP Hard 12
16597054 Group 1: MTA 36MPP Hard 36
16641225 Group 2: Secure Option Arms 36MPP Combo 12
16641193 Group 2: Secure Option Arms No PP NoPP 0
16596055 Group 2: Secure Option Arms 12MPP Hard 12
16596076 Group 2: Secure Option Arms 36MPP Combo 12
16596078 Group 2: Secure Option Arms 36MPP Combo 12
16595920 Group 1: MTA 36MPP Hard 36
16595922 Group 1: MTA 12MPP Hard 12
16596097 Group 2: Secure Option Arms 36MPP Combo 12
16595976 Group 2: Secure Option Arms 12MPP Hard 12
16595982 Group 1: MTA 12MPP Hard 12
16595983 Group 1: MTA 12MPP Hard 12
16595984 Group 2: Secure Option Arms 36MPP Combo 12
16595986 Group 2: Secure Option Arms 36MPP Combo 12
16595895 Group 1: MTA 36MPP Hard 36
16595996 Group 2: Secure Option Arms No PP NoPP 0
16595997 Group 1: MTA No PP NoPP 0
16596001 Group 2: Secure Option Arms 36MPP Combo 12
16596007 Group 2: Secure Option Arms 36MPP Combo 12
16596010 Group 1: MTA 36MPP Hard 36
16596019 Group 2: Secure Option Arms 12MPP Hard 12
16596022 Group 1: MTA No PP NoPP 0
16596024 Group 1: MTA 36MPP Hard 36
16596025 Group 1: MTA 36MPP Hard 36
16596028 Group 1: MTA 36MPP Hard 36
16595901 Group 2: Secure Option Arms 36MPP Combo 12
16596035 Group 1: MTA 36MPP Hard 36
16595906 Group 1: MTA 36MPP Hard 36
16595910 Group 1: MTA 36MPP Hard 36
16595912 Group 1: MTA 36MPP Hard 36
16596048 Group 1: MTA 36MPP Hard 36
16596051 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16641120 Group 2: Secure Option Arms 36MPP Combo 12
16641151 Group 2: Secure Option Arms No PP NoPP 0
16641063 Group 2: Secure Option Arms No PP NoPP 0
16640679 Group 2: Secure Option Arms No PP NoPP 0
16640862 Group 2: Secure Option Arms 36MPP Combo 12
16575289 Group 2: Secure Option Arms 36MPP Combo 12
16575292 Group 1: MTA 36MPP Hard 36
16575324 Group 2: Secure Option Arms 36MPP Combo 12
16575325 Group 1: MTA 12MPP Hard 12
16575333 Group 2: Secure Option Arms No PP NoPP 0
16575346 Group 2: Secure Option Arms No PP NoPP 0
16575355 Group 1: MTA 36MPP Hard 36
16575358 Group 2: Secure Option Arms 36MPP Combo 12
16575372 Group 2: Secure Option Arms 12MPP Hard 12
16575386 Group 1: MTA 12MPP Hard 12
16575391 Group 1: MTA 36MPP Hard 36
16575396 Group 2: Secure Option Arms 36MPP Combo 12
16575418 Group 1: MTA 36MPP Hard 36
16575441 Group 1: MTA 36MPP Hard 36
16575455 Group 1: MTA 36MPP Hard 36
16575456 Group 2: Secure Option Arms 36MPP Combo 12
16575460 Group 2: Secure Option Arms 36MPP Combo 12
16575466 Group 2: Secure Option Arms 36MPP Combo 12
16575469 Group 2: Secure Option Arms 36MPP Combo 12
16575473 Group 2: Secure Option Arms 36MPP Combo 12
16575475 Group 2: Secure Option Arms 36MPP Combo 12
16575476 Group 2: Secure Option Arms 36MPP Combo 12
16575483 Group 2: Secure Option Arms 36MPP Combo 12
16575484 Group 2: Secure Option Arms 36MPP Combo 12
16575485 Group 2: Secure Option Arms 36MPP Combo 12
16575486 Group 2: Secure Option Arms 36MPP Combo 12
16575488 Group 2: Secure Option Arms 36MPP Combo 12
16575489 Group 2: Secure Option Arms 36MPP Combo 12
16575491 Group 2: Secure Option Arms 36MPP Combo 12
16575492 Group 2: Secure Option Arms 36MPP Combo 12
16575495 Group 2: Secure Option Arms 36MPP Combo 12
16575499 Group 2: Secure Option Arms 36MPP Combo 12
16585417 Group 1: MTA 36MPP Hard 36
16585419 Group 1: MTA 36MPP Hard 36
16585423 Group 1: MTA 12MPP Hard 12
16585458 Group 2: Secure Option Arms No PP NoPP 0
16585464 Group 2: Secure Option Arms 36MPP Combo 12
16585474 Group 2: Secure Option Arms 36MPP Combo 12
16585517 Group 2: Secure Option Arms No PP NoPP 0
16585544 Group 2: Secure Option Arms 36MPP Combo 12
16585572 Group 2: Secure Option Arms 36MPP Combo 12
16585579 Group 2: Secure Option Arms No PP NoPP 0
16585589 Group 2: Secure Option Arms 36MPP Combo 12
16585591 Group 1: MTA 36MPP Hard 36
16585598 Group 1: MTA 36MPP Hard 36
16585599 Group 1: MTA 36MPP Hard 36
16585610 Group 1: MTA 36MPP Hard 36
16585638 Group 1: MTA No PP NoPP 0
16585641 Group 1: MTA 36MPP Hard 36
16585661 Group 1: MTA 12MPP Hard 12
16585698 Group 2: Secure Option Arms No PP NoPP 0
16585701 Group 1: MTA 36MPP Hard 36
16585717 Group 1: MTA 12MPP Hard 12
16585718 Group 1: MTA 36MPP Hard 36
16585721 Group 1: MTA 36MPP Hard 36
16585722 Group 1: MTA 36MPP Hard 36
16585723 Group 1: MTA 36MPP Hard 36
16407408 Group 2: Secure Option Arms No PP NoPP 0
16407427 Group 1: MTA 36MPP Hard 36
16407433 Group 2: Secure Option Arms 36MPP Combo 12
16407441 Group 2: Secure Option Arms 36MPP Combo 12
16407451 Group 1: MTA 36MPP Hard 36
16407126 Group 1: MTA 36MPP Hard 36
16407180 Group 1: MTA 36MPP Hard 36
16407194 Group 1: MTA 36MPP Hard 36
16407304 Group 2: Secure Option Arms 36MPP Combo 12
16407003 Group 1: MTA 12MPP Hard 12
16407008 Group 2: Secure Option Arms 6MPP Soft/Unk 0
16407062 Group 2: Secure Option Arms 36MPP Combo 12
16585181 Group 2: Secure Option Arms 12MPP Hard 12
16585307 Group 1: MTA 36MPP Hard 36
16585311 Group 2: Secure Option Arms 12MPP Hard 12
16585313 Group 2: Secure Option Arms No PP NoPP 0
16585325 Group 1: MTA 36MPP Hard 36
16585185 Group 1: MTA 36MPP Hard 36
16585338 Group 2: Secure Option Arms 36MPP Combo 12
16585342 Group 2: Secure Option Arms 36MPP Combo 12
16585343 Group 2: Secure Option Arms 36MPP Combo 12
16585350 Group 2: Secure Option Arms 12MPP Hard 12
16570011 Group 1: MTA 36MPP Hard 36
16569761 Group 1: MTA 36MPP Hard 36
16569763 Group 1: MTA 36MPP Hard 36
16570014 Group 2: Secure Option Arms 36MPP Combo 12
16570016 Group 1: MTA 12MPP Hard 12
16570022 Group 2: Secure Option Arms No PP NoPP 0
16570027 Group 2: Secure Option Arms 12MPP Hard 12
16571311 Group 2: Secure Option Arms No PP NoPP 0
16571203 Group 1: MTA 36MPP Hard 36
16571318 Group 2: Secure Option Arms 12MPP Hard 12
16571319 Group 2: Secure Option Arms 36MPP Combo 12
16571326 Group 2: Secure Option Arms 24MPP Combo 12
16571348 Group 2: Secure Option Arms 36MPP Combo 12
16571350 Group 2: Secure Option Arms 36MPP Combo 12
16571353 Group 2: Secure Option Arms 36MPP Combo 12
16571364 Group 1: MTA 36MPP Hard 36
16571368 Group 1: MTA 12MPP Hard 12
16571374 Group 2: Secure Option Arms 12MPP Hard 12
16571379 Group 2: Secure Option Arms 12MPP Hard 12
16571380 Group 2: Secure Option Arms 24MPP Combo 12
16585191 Group 2: Secure Option Arms 36MPP Combo 12
16585355 Group 2: Secure Option Arms No PP NoPP 0
16585358 Group 2: Secure Option Arms 36MPP Combo 12
16585193 Group 2: Secure Option Arms 36MPP Combo 12
16585360 Group 2: Secure Option Arms 36MPP Combo 12
16585381 Group 2: Secure Option Arms 36MPP Combo 12
16585388 Group 1: MTA 36MPP Hard 36
16585392 Group 2: Secure Option Arms 24MPP Combo 12
16571388 Group 2: Secure Option Arms 36MPP Combo 12
16571397 Group 1: MTA 12MPP Hard 12
16571222 Group 1: MTA No PP NoPP 0
16571223 Group 2: Secure Option Arms No PP NoPP 0
16571225 Group 2: Secure Option Arms 12MPP Hard 12
16571405 Group 2: Secure Option Arms 36MPP Combo 12
16571411 Group 1: MTA 36MPP Hard 36
16571417 Group 2: Secure Option Arms 12MPP Hard 12
16571421 Group 2: Secure Option Arms 36MPP Combo 12
16571428 Group 2: Secure Option Arms 36MPP Combo 12
16571449 Group 2: Secure Option Arms 36MPP Combo 12
16571451 Group 2: Secure Option Arms 36MPP Combo 12
16571240 Group 1: MTA 36MPP Hard 36
16585201 Group 1: MTA 36MPP Hard 36
16585206 Group 1: MTA 36MPP Hard 36
16585395 Group 2: Secure Option Arms 36MPP Combo 12
16585397 Group 2: Secure Option Arms 36MPP Combo 12
16585400 Group 1: MTA 36MPP Hard 36
16590768 Group 1: MTA 36MPP Hard 36
16590784 Group 1: MTA 36MPP Hard 36
16590788 Group 1: MTA 36MPP Hard 36
16590794 Group 1: MTA 36MPP Hard 36
16590797 Group 2: Secure Option Arms 36MPP Combo 12
16571460 Group 2: Secure Option Arms 36MPP Combo 12
16571463 Group 2: Secure Option Arms 12MPP Hard 12
16571469 Group 2: Secure Option Arms No PP NoPP 0
16571249 Group 1: MTA 36MPP Hard 36
16571472 Group 2: Secure Option Arms No PP NoPP 0
16571473 Group 2: Secure Option Arms 12MPP Hard 12
16571474 Group 2: Secure Option Arms 12MPP Hard 12
16571476 Group 2: Secure Option Arms No PP NoPP 0
16571486 Group 2: Secure Option Arms 36MPP Combo 12
16571487 Group 1: MTA 36MPP Hard 36
16574608 Group 1: MTA 36MPP Hard 36
16574616 Group 1: MTA 36MPP Hard 36
16574625 Group 1: MTA 36MPP Hard 36
16574638 Group 1: MTA 36MPP Hard 36
16574640 Group 1: MTA No PP NoPP 0
16574646 Group 2: Secure Option Arms 36MPP Combo 12
16574655 Group 2: Secure Option Arms No PP NoPP 0
16574661 Group 1: MTA 12MPP Hard 12
16574662 Group 2: Secure Option Arms 36MPP Combo 12
16574667 Group 1: MTA 36MPP Hard 36
16574669 Group 1: MTA No PP NoPP 0
16590801 Group 2: Secure Option Arms 36MPP Combo 12
16590804 Group 2: Secure Option Arms 12MPP Hard 12
16590810 Group 2: Secure Option Arms 36MPP Combo 12
16590818 Group 2: Secure Option Arms 36MPP Combo 12
16590821 Group 2: Secure Option Arms No PP NoPP 0
16590826 Group 2: Secure Option Arms 24MPP Combo 12
16590835 Group 2: Secure Option Arms 36MPP Combo 12
16590846 Group 1: MTA 36MPP Hard 36
16590857 Group 2: Secure Option Arms No PP NoPP 0
16590870 Group 1: MTA 36MPP Hard 36
16590871 Group 2: Secure Option Arms 36MPP Combo 12
16590874 Group 2: Secure Option Arms 12MPP Hard 12
16590720 Group 2: Secure Option Arms 36MPP Combo 12
16590879 Group 2: Secure Option Arms 12MPP Hard 12
16590883 Group 2: Secure Option Arms No PP NoPP 0
16590899 Group 1: MTA 36MPP Hard 36
16590901 Group 2: Secure Option Arms No PP NoPP 0
16590906 Group 2: Secure Option Arms 36MPP Combo 12
16590908 Group 2: Secure Option Arms 36MPP Combo 12
16590918 Group 2: Secure Option Arms 36MPP Combo 12
16574673 Group 2: Secure Option Arms 12MPP Hard 12
16574680 Group 2: Secure Option Arms 12MPP Hard 12
16574681 Group 1: MTA 36MPP Hard 36
16574686 Group 2: Secure Option Arms 12MPP Hard 12
16574550 Group 2: Secure Option Arms 36MPP Combo 12
16574687 Group 2: Secure Option Arms 36MPP Combo 12
16574690 Group 2: Secure Option Arms 12MPP Hard 12
16574691 Group 1: MTA 36MPP Hard 36
16574708 Group 1: MTA 36MPP Hard 36
16590925 Group 1: MTA 36MPP Hard 36
16590932 Group 2: Secure Option Arms 36MPP Combo 12
16590934 Group 1: MTA 36MPP Hard 36
16590940 Group 2: Secure Option Arms 36MPP Combo 12
16594360 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16593660 Group 1: MTA 36MPP Hard 36
16594368 Group 2: Secure Option Arms 12MPP Hard 12
16593664 Group 1: MTA 36MPP Hard 36
16594371 Group 2: Secure Option Arms 36MPP Combo 12
16594373 Group 2: Secure Option Arms 36MPP Combo 12
16594379 Group 1: MTA 36MPP Hard 36
16594387 Group 1: MTA 36MPP Hard 36
16593672 Group 2: Secure Option Arms 12MPP Hard 12
16594391 Group 1: MTA 36MPP Hard 36
16593676 Group 2: Secure Option Arms 36MPP Combo 12
16593678 Group 2: Secure Option Arms 24MPP Soft/Unk 0
16594420 Group 1: MTA 36MPP Hard 36
16594431 Group 2: Secure Option Arms 36MPP Combo 12
16593692 Group 2: Secure Option Arms 36MPP Combo 12
16574713 Group 2: Secure Option Arms 36MPP Combo 12
16574715 Group 1: MTA 12MPP Hard 12
16574724 Group 2: Secure Option Arms 12MPP Hard 12
16574557 Group 2: Secure Option Arms 36MPP Combo 12
16574725 Group 1: MTA 12MPP Hard 12
16574728 Group 1: MTA 36MPP Hard 36
16574735 Group 2: Secure Option Arms 36MPP Combo 12
16574563 Group 2: Secure Option Arms No PP NoPP 0
16594436 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16594443 Group 2: Secure Option Arms 12MPP Hard 12
16594449 Group 2: Secure Option Arms 12MPP Hard 12
16594463 Group 1: MTA 36MPP Hard 36
16594464 Group 2: Secure Option Arms No PP NoPP 0
16593710 Group 1: MTA 36MPP Hard 36
16594481 Group 2: Secure Option Arms 12MPP Hard 12
16594493 Group 1: MTA 12MPP Hard 12
16594497 Group 1: MTA 36MPP Hard 36
16594499 Group 2: Secure Option Arms 12MPP Hard 12
16595944 Group 1: MTA 36MPP Hard 36
16595948 Group 2: Secure Option Arms No PP NoPP 0
16595949 Group 1: MTA 36MPP Hard 36
16595883 Group 1: MTA 12MPP Hard 12
16595952 Group 2: Secure Option Arms 36MPP Combo 12
16595966 Group 1: MTA 36MPP Hard 36
16595974 Group 1: MTA 36MPP Hard 36
16574568 Group 1: MTA 36MPP Hard 36
16574764 Group 2: Secure Option Arms 12MPP Hard 12
16574573 Group 2: Secure Option Arms No PP NoPP 0
16574779 Group 1: MTA 36MPP Hard 36
16574576 Group 1: MTA 36MPP Hard 36
16574580 Group 2: Secure Option Arms 12MPP Hard 12
16574582 Group 2: Secure Option Arms 36MPP Combo 12
16574809 Group 2: Secure Option Arms 24MPP Combo 12
16574811 Group 1: MTA 12MPP Hard 12
16574814 Group 2: Secure Option Arms 12MPP Hard 12
16574817 Group 2: Secure Option Arms 12MPP Hard 12
16574820 Group 2: Secure Option Arms 12MPP Hard 12
16585161 Group 1: MTA 36MPP Hard 36
16585263 Group 2: Secure Option Arms 12MPP Hard 12
16585264 Group 1: MTA 12MPP Hard 12
16585278 Group 2: Secure Option Arms 36MPP Combo 12
16585288 Group 1: MTA 36MPP Hard 36
16585290 Group 2: Secure Option Arms 36MPP Combo 12
16585294 Group 1: MTA 36MPP Hard 36
16585176 Group 2: Secure Option Arms 36MPP Combo 12
16585178 Group 1: MTA 36MPP Hard 36
16585304 Group 2: Secure Option Arms 12MPP Hard 12
16194643 Group 2: Secure Option Arms 36MPP Combo 12
16569957 Group 1: MTA 12MPP Hard 12
16569734 Group 1: MTA 36MPP Hard 36
16569970 Group 2: Secure Option Arms 12MPP Hard 12
16569971 Group 2: Secure Option Arms 36MPP Combo 12
16569973 Group 2: Secure Option Arms 36MPP Combo 12
16569978 Group 1: MTA 36MPP Hard 36
16569981 Group 1: MTA 12MPP Hard 12
16569983 Group 2: Secure Option Arms 12MPP Hard 12
16569991 Group 2: Secure Option Arms No PP NoPP 0
16168610 Group 2: Secure Option Arms 12MPP Hard 12
16567142 Group 1: MTA 36MPP Hard 36
16567152 Group 2: Secure Option Arms 12MPP Hard 12
16567153 Group 1: MTA 36MPP Hard 36
16567156 Group 2: Secure Option Arms 36MPP Combo 12
16567164 Group 2: Secure Option Arms 24MPP Combo 12
16567165 Group 1: MTA 36MPP Hard 36
16567172 Group 1: MTA 36MPP Hard 36
16567177 Group 1: MTA 36MPP Hard 36
16567179 Group 1: MTA 12MPP Hard 12
16567087 Group 2: Secure Option Arms 36MPP Combo 12
16567192 Group 2: Secure Option Arms 36MPP Combo 12
16567210 Group 1: MTA 36MPP Hard 36
16567215 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16567227 Group 2: Secure Option Arms 12MPP Hard 12
16567236 Group 2: Secure Option Arms 36MPP Combo 12
16567250 Group 2: Secure Option Arms No PP NoPP 0
16567266 Group 2: Secure Option Arms No PP NoPP 0
16567269 Group 2: Secure Option Arms 36MPP Combo 12
16567271 Group 2: Secure Option Arms 12MPP Hard 12
16567275 Group 1: MTA 36MPP Hard 36
16567292 Group 2: Secure Option Arms 12MPP Hard 12
16567294 Group 2: Secure Option Arms 36MPP Combo 12
16567106 Group 2: Secure Option Arms 36MPP Combo 12
16567107 Group 2: Secure Option Arms 36MPP Combo 12
16567111 Group 1: MTA 12MPP Hard 12
16567113 Group 1: MTA 36MPP Hard 36
16568552 Group 1: MTA 36MPP Hard 36
16568601 Group 2: Secure Option Arms 36MPP Combo 12
16568603 Group 2: Secure Option Arms 36MPP Combo 12
16564231 Group 2: Secure Option Arms 24MPP Combo 12
16564235 Group 2: Secure Option Arms 36MPP Combo 12
16564132 Group 2: Secure Option Arms 36MPP Combo 12
16564246 Group 1: MTA 36MPP Hard 36
16564139 Group 2: Secure Option Arms 24MPP Combo 12
16564260 Group 1: MTA 36MPP Hard 36
16568610 Group 2: Secure Option Arms 12MPP Hard 12
16568614 Group 2: Secure Option Arms 36MPP Combo 12
16568616 Group 1: MTA 12MPP Hard 12
16568477 Group 1: MTA No PP NoPP 0
16568483 Group 2: Secure Option Arms 36MPP Combo 12
16568626 Group 2: Secure Option Arms 12MPP Hard 12
16568629 Group 2: Secure Option Arms 36MPP Combo 12
16568631 Group 2: Secure Option Arms 36MPP Combo 12
16568633 Group 1: MTA No PP NoPP 0
16568636 Group 2: Secure Option Arms 12MPP Hard 12
16568637 Group 1: MTA No PP NoPP 0
16568638 Group 1: MTA 12MPP Hard 12
16568647 Group 1: MTA 36MPP Hard 36
16568656 Group 2: Secure Option Arms 36MPP Combo 12
16568670 Group 2: Secure Option Arms 36MPP Combo 12
16568677 Group 2: Secure Option Arms 12MPP Hard 12
16568681 Group 2: Secure Option Arms 12MPP Hard 12
16568686 Group 2: Secure Option Arms 36MPP Combo 12
16568513 Group 1: MTA 12MPP Hard 12
16568687 Group 1: MTA 12MPP Hard 12
16568518 Group 2: Secure Option Arms 36MPP Combo 12
16564274 Group 2: Secure Option Arms 36MPP Combo 12
16564290 Group 2: Secure Option Arms No PP NoPP 0
16564291 Group 1: MTA 36MPP Hard 36
16564143 Group 2: Secure Option Arms 36MPP Combo 12
16564300 Group 1: MTA No PP NoPP 0
16564302 Group 2: Secure Option Arms No PP NoPP 0
16568697 Group 1: MTA 36MPP Hard 36
16569863 Group 1: MTA 36MPP Hard 36
16569870 Group 2: Secure Option Arms 36MPP Combo 12
16569886 Group 1: MTA 36MPP Hard 36
16569888 Group 1: MTA No PP NoPP 0
16569896 Group 2: Secure Option Arms 36MPP Combo 12
16569713 Group 2: Secure Option Arms 24MPP Combo 12
16564305 Group 2: Secure Option Arms 36MPP Combo 12
16564309 Group 2: Secure Option Arms 36MPP Combo 12
16564151 Group 1: MTA 36MPP Hard 36
16564317 Group 1: MTA 36MPP Hard 36
16564156 Group 2: Secure Option Arms 36MPP Combo 12
16564165 Group 2: Secure Option Arms 36MPP Combo 12
16564341 Group 1: MTA 36MPP Hard 36
16564348 Group 2: Secure Option Arms No PP NoPP 0
16569917 Group 2: Secure Option Arms 36MPP Combo 12
16569918 Group 1: MTA 36MPP Hard 36
16569921 Group 1: MTA 36MPP Hard 36
16569924 Group 1: MTA 36MPP Hard 36
16569927 Group 2: Secure Option Arms 36MPP Combo 12
16569932 Group 2: Secure Option Arms 36MPP Combo 12
16569954 Group 2: Secure Option Arms 12MPP Hard 12
16564170 Group 1: MTA 12MPP Hard 12
16564356 Group 2: Secure Option Arms 36MPP Combo 12
16564172 Group 1: MTA 36MPP Hard 36
16562128 Group 1: MTA 36MPP Hard 36
16562263 Group 2: Secure Option Arms 36MPP Combo 12
16562265 Group 1: MTA 12MPP Hard 12
16562273 Group 1: MTA 36MPP Hard 36
16562280 Group 2: Secure Option Arms No PP NoPP 0
16562135 Group 2: Secure Option Arms 36MPP Combo 12
16562294 Group 2: Secure Option Arms 24MPP Combo 12
16562140 Group 2: Secure Option Arms No PP NoPP 0
16562147 Group 2: Secure Option Arms 12MPP Hard 12
16562311 Group 1: MTA 12MPP Hard 12
16564126 Group 1: MTA 36MPP Hard 36
16564210 Group 2: Secure Option Arms 36MPP Combo 12
16564214 Group 1: MTA 36MPP Hard 36
16564216 Group 2: Secure Option Arms No PP NoPP 0
16564218 Group 2: Secure Option Arms No PP NoPP 0
16302003 Group 1: MTA 36MPP Hard 36
16302015 Group 1: MTA 36MPP Hard 36
16297659 Group 1: MTA 36MPP Hard 36
16294899 Group 2: Secure Option Arms 36MPP Combo 12
16246032 Group 1: MTA 36MPP Hard 36
16223962 Group 2: Secure Option Arms 24MPP Combo 12
16220301 Group 2: Secure Option Arms 12MPP Hard 12
16562126 Group 2: Secure Option Arms 36MPP Combo 12
16406906 Group 1: MTA No PP NoPP 0
16545867 Group 2: Secure Option Arms 36MPP Combo 12
16545872 Group 1: MTA 36MPP Hard 36
16548797 Group 1: MTA 12MPP Hard 12
16548800 Group 1: MTA 36MPP Hard 36
16548806 Group 1: MTA 36MPP Hard 36
16548820 Group 1: MTA 12MPP Hard 12
16548821 Group 1: MTA 36MPP Hard 36
16548825 Group 1: MTA 36MPP Hard 36
16548829 Group 1: MTA 36MPP Hard 36
16548833 Group 2: Secure Option Arms 12MPP Hard 12
16548397 Group 1: MTA 36MPP Hard 36
16548400 Group 1: MTA 36MPP Hard 36
16548843 Group 2: Secure Option Arms 36MPP Combo 12
16548844 Group 1: MTA 36MPP Hard 36
16548848 Group 2: Secure Option Arms 36MPP Combo 12
16548410 Group 1: MTA 36MPP Hard 36
16548871 Group 1: MTA 36MPP Hard 36
16548416 Group 2: Secure Option Arms 36MPP Combo 12
16548418 Group 1: MTA 36MPP Hard 36
16548423 Group 1: MTA 36MPP Hard 36
16548914 Group 1: MTA 12MPP Hard 12
16548427 Group 1: MTA 36MPP Hard 36
16548925 Group 1: MTA No PP NoPP 0
16548932 Group 1: MTA No PP NoPP 0
16548437 Group 2: Secure Option Arms 12MPP Hard 12
16548441 Group 1: MTA 36MPP Hard 36
16548936 Group 1: MTA 36MPP Hard 36
16551340 Group 1: MTA No PP NoPP 0
16551345 Group 1: MTA No PP NoPP 0
16551348 Group 1: MTA 12MPP Hard 12
16551351 Group 1: MTA 36MPP Hard 36
16551369 Group 2: Secure Option Arms 36MPP Combo 12
16551380 Group 1: MTA No PP NoPP 0
16545720 Group 2: Secure Option Arms 36MPP Combo 12
16551405 Group 2: Secure Option Arms 36MPP Combo 12
16551408 Group 1: MTA 12MPP Hard 12
16551223 Group 1: MTA 36MPP Hard 36
16551426 Group 2: Secure Option Arms 12MPP Hard 12
16551428 Group 1: MTA 36MPP Hard 36
16551229 Group 1: MTA 36MPP Hard 36
16551448 Group 2: Secure Option Arms 36MPP Combo 12
16551473 Group 1: MTA 36MPP Hard 36
16551477 Group 2: Secure Option Arms 12MPP Hard 12
16551249 Group 1: MTA 36MPP Hard 36
16551254 Group 2: Secure Option Arms 12MPP Hard 12
16562174 Group 2: Secure Option Arms 36MPP Combo 12
16562176 Group 1: MTA 12MPP Hard 12
16562185 Group 1: MTA 36MPP Hard 36
16562195 Group 1: MTA 36MPP Hard 36
16562196 Group 2: Secure Option Arms 24MPP Combo 12
16562198 Group 2: Secure Option Arms 36MPP Combo 12
16562207 Group 2: Secure Option Arms 36MPP Combo 12
16562094 Group 2: Secure Option Arms No PP NoPP 0
16562096 Group 2: Secure Option Arms 12MPP Hard 12
16562212 Group 2: Secure Option Arms 36MPP Combo 12
16562217 Group 2: Secure Option Arms No PP NoPP 0
16545753 Group 2: Secure Option Arms 12MPP Hard 12
16545758 Group 2: Secure Option Arms 24MPP Combo 12
16545761 Group 2: Secure Option Arms 12MPP Hard 12
16545647 Group 2: Secure Option Arms 12MPP Hard 12
16545650 Group 1: MTA 36MPP Hard 36
16545656 Group 1: MTA 36MPP Hard 36
16545799 Group 1: MTA 36MPP Hard 36
16545817 Group 2: Secure Option Arms No PP NoPP 0
16545665 Group 1: MTA 36MPP Hard 36
16545837 Group 2: Secure Option Arms 12MPP Hard 12
16545849 Group 1: MTA No PP NoPP 0
16562222 Group 2: Secure Option Arms No PP NoPP 0
16562226 Group 2: Secure Option Arms 36MPP Combo 12
16562234 Group 2: Secure Option Arms 36MPP Combo 12
16562237 Group 2: Secure Option Arms 36MPP Combo 12
16562116 Group 1: MTA 36MPP Hard 36
16562119 Group 2: Secure Option Arms 36MPP Combo 12
16562254 Group 2: Secure Option Arms 36MPP Combo 12
16406845 Group 1: MTA 36MPP Hard 36
16406877 Group 2: Secure Option Arms 36MPP Combo 12
16405751 Group 2: Secure Option Arms 36MPP Combo 12
16405866 Group 1: MTA 36MPP Hard 36
16405925 Group 1: MTA 36MPP Hard 36
16405961 Group 2: Secure Option Arms No PP NoPP 0
16405983 Group 2: Secure Option Arms 36MPP Combo 12
16405987 Group 2: Secure Option Arms 36MPP Combo 12
16405687 Group 1: MTA 36MPP Hard 36
16406008 Group 2: Secure Option Arms No PP NoPP 0
16406026 Group 1: MTA 36MPP Hard 36
16406029 Group 1: MTA 36MPP Hard 36
16406041 Group 1: MTA 36MPP Hard 36
16404573 Group 2: Secure Option Arms 36MPP Combo 12
16404580 Group 1: MTA 36MPP Hard 36
16405394 Group 1: MTA 36MPP Hard 36
16405509 Group 2: Secure Option Arms No PP NoPP 0
16405536 Group 1: MTA 36MPP Hard 36
16405613 Group 1: MTA 36MPP Hard 36
16405618 Group 1: MTA 36MPP Hard 36
16404425 Group 1: MTA 36MPP Hard 36
16404556 Group 1: MTA 12MPP Hard 12
16404063 Group 1: MTA 36MPP Hard 36
16404067 Group 1: MTA 36MPP Hard 36
16404077 Group 2: Secure Option Arms 36MPP Combo 12
16404113 Group 1: MTA 36MPP Hard 36
16404144 Group 2: Secure Option Arms 36MPP Combo 12
16402734 Group 1: MTA 36MPP Hard 36
16402747 Group 1: MTA 36MPP Hard 36
16402793 Group 1: MTA 36MPP Hard 36
16402124 Group 1: MTA 12MPP Hard 12
16402132 Group 2: Secure Option Arms 36MPP Combo 12
16402216 Group 1: MTA 36MPP Hard 36
16402236 Group 1: MTA 36MPP Hard 36
16330272 Group 1: MTA 36MPP Hard 36
16306793 Group 1: MTA 36MPP Hard 36
16307764 Group 1: MTA 36MPP Hard 36
16303767 Group 1: MTA 36MPP Hard 36
16301932 Group 2: Secure Option Arms 36MPP Combo 12
16402002 Group 1: MTA 36MPP Hard 36
16400996 Group 2: Secure Option Arms No PP NoPP 0
16401023 Group 1: MTA 12MPP Hard 12
16401029 Group 1: MTA 12MPP Hard 12
16401035 Group 2: Secure Option Arms No PP NoPP 0
16401865 Group 1: MTA 36MPP Hard 36
16210163 Group 2: Secure Option Arms 36MPP Combo 12
16575014 Group 1: MTA 12MPP Hard 12
16575028 Group 1: MTA 36MPP Hard 36
16575037 Group 2: Secure Option Arms No PP NoPP 0
16575064 Group 1: MTA 36MPP Hard 36
16575080 Group 1: MTA 36MPP Hard 36
16575086 Group 1: MTA 36MPP Hard 36
16575099 Group 1: MTA 36MPP Hard 36
16575101 Group 1: MTA 12MPP Hard 12
16575112 Group 2: Secure Option Arms 36MPP Combo 12
16575133 Group 2: Secure Option Arms 6MPP Hard 6
16575164 Group 2: Secure Option Arms 36MPP Combo 12
16575168 Group 1: MTA 12MPP Hard 12
16575185 Group 1: MTA 36MPP Hard 36
16575231 Group 1: MTA 36MPP Hard 36
16575245 Group 1: MTA 36MPP Hard 36
16575271 Group 1: MTA 36MPP Hard 36
16574849 Group 2: Secure Option Arms 36MPP Combo 12
16574902 Group 2: Secure Option Arms No PP NoPP 0
16574909 Group 1: MTA 36MPP Hard 36
16574957 Group 1: MTA 36MPP Hard 36
16574975 Group 2: Secure Option Arms No PP NoPP 0
16574986 Group 1: MTA 12MPP Hard 12
16575001 Group 2: Secure Option Arms 36MPP Combo 12
16575006 Group 1: MTA 36MPP Hard 36
16571909 Group 1: MTA 36MPP Hard 36
16571921 Group 1: MTA 36MPP Hard 36
16571938 Group 2: Secure Option Arms 24MPP Combo 12
16571973 Group 2: Secure Option Arms 12MPP Hard 12
16571978 Group 2: Secure Option Arms 36MPP Combo 12
16572010 Group 2: Secure Option Arms 36MPP Combo 12
16572020 Group 2: Secure Option Arms 6MPP Hard 6
16572094 Group 1: MTA 12MPP Hard 12
16572104 Group 2: Secure Option Arms 36MPP Combo 12
16572112 Group 1: MTA 12MPP Hard 12
16572124 Group 2: Secure Option Arms 36MPP Combo 12
16572127 Group 1: MTA 36MPP Hard 36
16572130 Group 2: Secure Option Arms No PP NoPP 0
16572140 Group 1: MTA 36MPP Hard 36
16572143 Group 2: Secure Option Arms 36MPP Combo 12
16572144 Group 1: MTA 36MPP Hard 36
16572147 Group 1: MTA No PP NoPP 0
16572159 Group 1: MTA 36MPP Hard 36
16572160 Group 1: MTA 36MPP Hard 36
16572161 Group 1: MTA 36MPP Hard 36
16572162 Group 2: Secure Option Arms 36MPP Combo 12
16571721 Group 2: Secure Option Arms No PP NoPP 0
16571725 Group 1: MTA 36MPP Hard 36
16571738 Group 1: MTA No PP NoPP 0
16571744 Group 1: MTA 36MPP Hard 36
16571748 Group 1: MTA 12MPP Hard 12
16571769 Group 1: MTA 36MPP Hard 36
16571787 Group 1: MTA 36MPP Hard 36
16571791 Group 1: MTA 36MPP Hard 36
16571800 Group 1: MTA 36MPP Hard 36
16571804 Group 1: MTA 36MPP Hard 36
16571843 Group 1: MTA 36MPP Hard 36
16571850 Group 2: Secure Option Arms No PP NoPP 0
16571852 Group 1: MTA 36MPP Hard 36
16571866 Group 1: MTA 36MPP Hard 36
16571867 Group 2: Secure Option Arms No PP NoPP 0
16571873 Group 2: Secure Option Arms 36MPP Combo 12
16571601 Group 2: Secure Option Arms No PP NoPP 0
16571648 Group 1: MTA 12MPP Hard 12
16571663 Group 2: Secure Option Arms 36MPP Combo 12
16571667 Group 2: Secure Option Arms No PP NoPP 0
16571671 Group 1: MTA 36MPP Hard 36
16571703 Group 2: Secure Option Arms No PP NoPP 0
16571714 Group 2: Secure Option Arms No PP NoPP 0
16570749 Group 2: Secure Option Arms 6MPP Hard 6
16570759 Group 1: MTA 12MPP Hard 12
16570764 Group 1: MTA 36MPP Hard 36
16570769 Group 1: MTA 36MPP Hard 36
16570774 Group 2: Secure Option Arms 36MPP Combo 12
16570779 Group 2: Secure Option Arms 36MPP Combo 12
16570825 Group 2: Secure Option Arms No PP NoPP 0
16570831 Group 2: Secure Option Arms No PP NoPP 0
16570841 Group 2: Secure Option Arms No PP NoPP 0
16571510 Group 2: Secure Option Arms 36MPP Combo 12
16571526 Group 1: MTA 36MPP Hard 36
16571530 Group 1: MTA 36MPP Hard 36
16571583 Group 1: MTA 36MPP Hard 36
16571590 Group 2: Secure Option Arms 36MPP Combo 12
16571594 Group 2: Secure Option Arms 6MPP Soft/Unk 0
16570493 Group 1: MTA No PP NoPP 0
16570510 Group 2: Secure Option Arms No PP NoPP 0
16570523 Group 2: Secure Option Arms No PP NoPP 0
16570528 Group 1: MTA 36MPP Hard 36
16570573 Group 1: MTA 12MPP Hard 12
16570592 Group 2: Secure Option Arms 36MPP Combo 12
16570594 Group 2: Secure Option Arms 12MPP Hard 12
16570601 Group 1: MTA 36MPP Hard 36
16570626 Group 1: MTA 36MPP Hard 36
16570644 Group 2: Secure Option Arms No PP NoPP 0
16570655 Group 1: MTA 36MPP Hard 36
16570661 Group 1: MTA 36MPP Hard 36
16570668 Group 1: MTA 36MPP Hard 36
16570685 Group 1: MTA 36MPP Hard 36
16570694 Group 1: MTA 36MPP Hard 36
16570708 Group 1: MTA 36MPP Hard 36
16570741 Group 1: MTA 36MPP Hard 36
16570743 Group 2: Secure Option Arms 36MPP Combo 12
16570745 Group 2: Secure Option Arms 36MPP Combo 12
16570324 Group 1: MTA 36MPP Hard 36
16570326 Group 1: MTA 36MPP Hard 36
16570340 Group 1: MTA 36MPP Hard 36
16570371 Group 2: Secure Option Arms 36MPP Combo 12
16570399 Group 2: Secure Option Arms 36MPP Combo 12
16570403 Group 1: MTA 36MPP Hard 36
16570445 Group 2: Secure Option Arms 36MPP Combo 12
16570450 Group 1: MTA No PP NoPP 0
16570478 Group 1: MTA 36MPP Hard 36
16569304 Group 2: Secure Option Arms No PP NoPP 0
16569326 Group 1: MTA 36MPP Hard 36
16569332 Group 2: Secure Option Arms No PP NoPP 0
16569338 Group 2: Secure Option Arms 36MPP Combo 12
16569342 Group 2: Secure Option Arms 36MPP Combo 12
16569364 Group 2: Secure Option Arms 36MPP Combo 12
16569367 Group 1: MTA 36MPP Hard 36
16569370 Group 1: MTA 36MPP Hard 36
16569373 Group 1: MTA 36MPP Hard 36
16569388 Group 1: MTA 36MPP Hard 36
16569390 Group 1: MTA 36MPP Hard 36
16569413 Group 2: Secure Option Arms No PP NoPP 0
16569414 Group 2: Secure Option Arms No PP NoPP 0
16569416 Group 2: Secure Option Arms No PP NoPP 0
16570261 Group 2: Secure Option Arms No PP NoPP 0
16569092 Group 2: Secure Option Arms 36MPP Combo 12
16569107 Group 2: Secure Option Arms 36MPP Combo 12
16569109 Group 2: Secure Option Arms 36MPP Combo 12
16569118 Group 1: MTA 36MPP Hard 36
16569144 Group 1: MTA 36MPP Hard 36
16569164 Group 2: Secure Option Arms 36MPP Combo 12
16569165 Group 1: MTA 36MPP Hard 36
16569171 Group 2: Secure Option Arms 36MPP Combo 12
16569217 Group 2: Secure Option Arms No PP NoPP 0
16569235 Group 1: MTA 36MPP Hard 36
16569236 Group 1: MTA 36MPP Hard 36
16569261 Group 2: Secure Option Arms No PP NoPP 0
16568992 Group 2: Secure Option Arms 36MPP Combo 12
16569023 Group 1: MTA 36MPP Hard 36
16569026 Group 1: MTA 36MPP Hard 36
16569037 Group 1: MTA 12MPP Hard 12
16569042 Group 1: MTA 36MPP Hard 36
16569078 Group 2: Secure Option Arms 36MPP Combo 12
16569085 Group 1: MTA 36MPP Hard 36
16569090 Group 2: Secure Option Arms 36MPP Combo 12
16568810 Group 1: MTA 36MPP Hard 36
16568843 Group 1: MTA 36MPP Hard 36
16568853 Group 1: MTA 36MPP Hard 36
16568867 Group 1: MTA 36MPP Hard 36
16568874 Group 1: MTA 36MPP Hard 36
16568877 Group 1: MTA 36MPP Hard 36
16568885 Group 1: MTA 36MPP Hard 36
16568912 Group 1: MTA 36MPP Hard 36
16568915 Group 1: MTA 36MPP Hard 36
16568922 Group 1: MTA 36MPP Hard 36
16568930 Group 1: MTA 36MPP Hard 36
16568945 Group 1: MTA 36MPP Hard 36
16568950 Group 1: MTA 36MPP Hard 36
16568228 Group 1: MTA 36MPP Hard 36
16568229 Group 1: MTA 12MPP Hard 12
16568232 Group 1: MTA 12MPP Hard 12
16568233 Group 1: MTA 36MPP Hard 36
16568239 Group 1: MTA 36MPP Hard 36
16568708 Group 1: MTA 36MPP Hard 36
16568748 Group 2: Secure Option Arms 36MPP Combo 12
16568770 Group 2: Secure Option Arms 36MPP Combo 12
16568109 Group 2: Secure Option Arms No PP NoPP 0
16360907 Group 1: MTA 36MPP Hard 36
16361144 Group 1: MTA 36MPP Hard 36
16155938 Group 2: Secure Option Arms 24MPP Combo 12
16155873 Group 1: MTA 36MPP Hard 36
16632822 Group 1: MTA 12MPP Hard 12
16632345 Group 2: Secure Option Arms No PP NoPP 0
16632454 Group 2: Secure Option Arms 36MPP Combo 12
16632463 Group 2: Secure Option Arms 36MPP Combo 12
16632490 Group 2: Secure Option Arms 36MPP Combo 12
16616447 Group 1: MTA 36MPP Hard 36
16562963 Group 2: Secure Option Arms No PP NoPP 0
16562987 Group 1: MTA 36MPP Hard 36
16563011 Group 1: MTA 36MPP Hard 36
16563021 Group 2: Secure Option Arms No PP NoPP 0
16563140 Group 2: Secure Option Arms 6MPP Hard 6
16563144 Group 2: Secure Option Arms 36MPP Combo 12
16562700 Group 1: MTA 36MPP Hard 36
16562722 Group 2: Secure Option Arms 36MPP Combo 12
16562776 Group 2: Secure Option Arms No PP NoPP 0
16562784 Group 2: Secure Option Arms 6MPP Hard 6
16562810 Group 2: Secure Option Arms No PP NoPP 0
16562843 Group 1: MTA No PP NoPP 0
16562940 Group 1: MTA 36MPP Hard 36
16562948 Group 2: Secure Option Arms 36MPP Combo 12
16551889 Group 2: Secure Option Arms 6MPP Hard 6
16551906 Group 1: MTA 36MPP Hard 36
16551932 Group 2: Secure Option Arms No PP NoPP 0
16551543 Group 1: MTA 36MPP Hard 36
16551550 Group 1: MTA 36MPP Hard 36
16551553 Group 1: MTA 36MPP Hard 36
16551944 Group 1: MTA 36MPP Hard 36
16551967 Group 2: Secure Option Arms 36MPP Combo 12
16551984 Group 2: Secure Option Arms 36MPP Combo 12
16551574 Group 2: Secure Option Arms No PP NoPP 0
16551581 Group 1: MTA 36MPP Hard 36
16551587 Group 1: MTA 12MPP Hard 12
16551592 Group 1: MTA 12MPP Hard 12
16551596 Group 1: MTA No PP NoPP 0
16551617 Group 1: MTA 36MPP Hard 36
16551638 Group 2: Secure Option Arms No PP NoPP 0
16551651 Group 1: MTA 36MPP Hard 36
16551665 Group 1: MTA 36MPP Hard 36
16551688 Group 2: Secure Option Arms 36MPP Combo 12
16551702 Group 1: MTA 36MPP Hard 36
16552009 Group 1: MTA 12MPP Hard 12
16552048 Group 2: Secure Option Arms 36MPP Combo 12
16552057 Group 1: MTA 36MPP Hard 36
16552064 Group 2: Secure Option Arms 36MPP Combo 12
16552067 Group 2: Secure Option Arms No PP NoPP 0
16552081 Group 1: MTA 36MPP Hard 36
16552089 Group 1: MTA 36MPP Hard 36
16552090 Group 1: MTA 36MPP Hard 36
16552107 Group 2: Secure Option Arms No PP NoPP 0
16552156 Group 2: Secure Option Arms No PP NoPP 0
16552171 Group 2: Secure Option Arms No PP NoPP 0
16552172 Group 1: MTA 36MPP Hard 36
16552197 Group 1: MTA 36MPP Hard 36
16552209 Group 1: MTA 36MPP Hard 36
16552214 Group 2: Secure Option Arms 36MPP Combo 12
16552218 Group 1: MTA 12MPP Hard 12
16552221 Group 1: MTA 36MPP Hard 36
16562403 Group 1: MTA 36MPP Hard 36
16562419 Group 1: MTA 36MPP Hard 36
16562422 Group 1: MTA 36MPP Hard 36
16562455 Group 2: Secure Option Arms 36MPP Combo 12
16562481 Group 1: MTA 12MPP Hard 12
16562492 Group 1: MTA 12MPP Hard 12
16562504 Group 2: Secure Option Arms 36MPP Combo 12
16562511 Group 2: Secure Option Arms No PP NoPP 0
16562518 Group 1: MTA No PP NoPP 0
16562521 Group 2: Secure Option Arms 36MPP Combo 12
16562544 Group 1: MTA 36MPP Hard 36
16551709 Group 1: MTA 36MPP Hard 36
16551718 Group 1: MTA 36MPP Hard 36
16551719 Group 1: MTA 36MPP Hard 36
16551725 Group 1: MTA 12MPP Hard 12
16562575 Group 2: Secure Option Arms 12MPP Hard 12
16562651 Group 2: Secure Option Arms No PP NoPP 0
16562663 Group 1: MTA 36MPP Hard 36
16551729 Group 2: Secure Option Arms No PP NoPP 0
16551746 Group 2: Secure Option Arms 36MPP Combo 12
16551780 Group 1: MTA 12MPP Hard 12
16551798 Group 1: MTA 36MPP Hard 36
16551805 Group 1: MTA 36MPP Hard 36
16551816 Group 1: MTA 36MPP Hard 36
16551837 Group 1: MTA 36MPP Hard 36
16551847 Group 1: MTA 36MPP Hard 36
16551863 Group 1: MTA 36MPP Hard 36
16551864 Group 1: MTA 36MPP Hard 36
16551868 Group 1: MTA 12MPP Hard 12
16551875 Group 2: Secure Option Arms No PP NoPP 0
16549887 Group 1: MTA 36MPP Hard 36
16549892 Group 1: MTA 36MPP Hard 36
16549905 Group 1: MTA 36MPP Hard 36
16549932 Group 1: MTA 36MPP Hard 36
16549999 Group 2: Secure Option Arms 36MPP Combo 12
16550037 Group 1: MTA 36MPP Hard 36
16550047 Group 2: Secure Option Arms No PP NoPP 0
16550053 Group 2: Secure Option Arms No PP NoPP 0
16550056 Group 1: MTA 36MPP Hard 36
16550059 Group 1: MTA 36MPP Hard 36
16550060 Group 1: MTA 36MPP Hard 36
16550068 Group 1: MTA 36MPP Hard 36
16550078 Group 1: MTA 36MPP Hard 36
16550092 Group 1: MTA 36MPP Hard 36
16550093 Group 2: Secure Option Arms 36MPP Combo 12
16550096 Group 1: MTA 12MPP Hard 12
16550110 Group 1: MTA 36MPP Hard 36
16550113 Group 2: Secure Option Arms No PP NoPP 0
16550116 Group 1: MTA 12MPP Hard 12
16550123 Group 1: MTA 12MPP Hard 12
16550126 Group 1: MTA 36MPP Hard 36
16550128 Group 1: MTA 12MPP Hard 12
16550134 Group 1: MTA 36MPP Hard 36
16551510 Group 1: MTA 36MPP Hard 36
16551513 Group 1: MTA 36MPP Hard 36
16551514 Group 1: MTA 36MPP Hard 36
16546259 Group 1: MTA 36MPP Hard 36
16546262 Group 1: MTA 12MPP Hard 12
16546264 Group 1: MTA 36MPP Hard 36
16546265 Group 2: Secure Option Arms 36MPP Combo 12
16546266 Group 1: MTA 36MPP Hard 36
16546269 Group 1: MTA 36MPP Hard 36
16546329 Group 2: Secure Option Arms No PP NoPP 0
16546368 Group 1: MTA 36MPP Hard 36
16546378 Group 1: MTA 36MPP Hard 36
16546385 Group 2: Secure Option Arms No PP NoPP 0
16546393 Group 1: MTA 36MPP Hard 36
16546412 Group 2: Secure Option Arms 36MPP Combo 12
16546426 Group 2: Secure Option Arms 12MPP Hard 12
16546430 Group 2: Secure Option Arms 12MPP Hard 12
16546477 Group 2: Secure Option Arms 6MPP Hard 6
16546503 Group 1: MTA 12MPP Hard 12
16546518 Group 2: Secure Option Arms 36MPP Combo 12
16546519 Group 2: Secure Option Arms No PP NoPP 0
16546545 Group 1: MTA 36MPP Hard 36
16546549 Group 2: Secure Option Arms 6MPP Hard 6
16546560 Group 1: MTA 12MPP Hard 12
16546565 Group 1: MTA 36MPP Hard 36
16546566 Group 2: Secure Option Arms No PP NoPP 0
16546567 Group 1: MTA 36MPP Hard 36
16549327 Group 1: MTA 36MPP Hard 36
16549370 Group 1: MTA 36MPP Hard 36
16549393 Group 1: MTA 12MPP Hard 12
16549405 Group 1: MTA 36MPP Hard 36
16549422 Group 2: Secure Option Arms No PP NoPP 0
16549445 Group 1: MTA 36MPP Hard 36
16549498 Group 1: MTA 36MPP Hard 36
16549522 Group 1: MTA 36MPP Hard 36
16549557 Group 2: Secure Option Arms 36MPP Combo 12
16549562 Group 1: MTA No PP NoPP 0
16549577 Group 1: MTA 36MPP Hard 36
16549625 Group 1: MTA 36MPP Hard 36
16549627 Group 2: Secure Option Arms 36MPP Combo 12
16549631 Group 1: MTA 36MPP Hard 36
16549636 Group 1: MTA 36MPP Hard 36
16549678 Group 1: MTA 36MPP Hard 36
16549711 Group 1: MTA 36MPP Hard 36
16549725 Group 2: Secure Option Arms No PP NoPP 0
16549730 Group 2: Secure Option Arms No PP NoPP 0
16549738 Group 2: Secure Option Arms No PP NoPP 0
16549755 Group 1: MTA 36MPP Hard 36
16549762 Group 1: MTA 36MPP Hard 36
16549777 Group 2: Secure Option Arms 36MPP Combo 12
16549802 Group 1: MTA 36MPP Hard 36
16567830 Group 1: MTA 12MPP Hard 12
16567832 Group 1: MTA 36MPP Hard 36
16567848 Group 2: Secure Option Arms No PP NoPP 0
16567871 Group 2: Secure Option Arms 36MPP Combo 12
16567873 Group 1: MTA 36MPP Hard 36
16567948 Group 2: Secure Option Arms 36MPP Combo 12
16567754 Group 2: Secure Option Arms No PP NoPP 0
16567759 Group 1: MTA 36MPP Hard 36
16567761 Group 2: Secure Option Arms No PP NoPP 0
16567766 Group 2: Secure Option Arms No PP NoPP 0
16567770 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16567785 Group 2: Secure Option Arms 36MPP Combo 12
16567817 Group 1: MTA 36MPP Hard 36
16567737 Group 1: MTA 12MPP Hard 12
16567738 Group 1: MTA 36MPP Hard 36
16567741 Group 1: MTA 36MPP Hard 36
16567658 Group 2: Secure Option Arms No PP NoPP 0
16567719 Group 1: MTA 36MPP Hard 36
16567724 Group 2: Secure Option Arms 36MPP Combo 12
16567728 Group 1: MTA No PP NoPP 0
16567546 Group 2: Secure Option Arms 36MPP Combo 12
16567564 Group 1: MTA 36MPP Hard 36
16567570 Group 2: Secure Option Arms 36MPP Combo 12
16567576 Group 2: Secure Option Arms No PP NoPP 0
16567590 Group 2: Secure Option Arms No PP NoPP 0
16567591 Group 2: Secure Option Arms 36MPP Combo 12
16567596 Group 2: Secure Option Arms No PP NoPP 0
16567597 Group 2: Secure Option Arms No PP NoPP 0
16567611 Group 2: Secure Option Arms 36MPP Combo 12
16567614 Group 1: MTA 12MPP Hard 12
16567622 Group 2: Secure Option Arms No PP NoPP 0
16567624 Group 2: Secure Option Arms 36MPP Combo 12
16567632 Group 1: MTA 36MPP Hard 36
16567481 Group 1: MTA 36MPP Hard 36
16567489 Group 1: MTA 36MPP Hard 36
16567495 Group 1: MTA 36MPP Hard 36
16567505 Group 1: MTA 36MPP Hard 36
16567511 Group 1: MTA 36MPP Hard 36
16567516 Group 2: Secure Option Arms No PP NoPP 0
16567519 Group 1: MTA 36MPP Hard 36
16567465 Group 1: MTA 36MPP Hard 36
16567468 Group 2: Secure Option Arms 36MPP Combo 12
16567444 Group 2: Secure Option Arms 36MPP Combo 12
16594869 Group 2: Secure Option Arms 36MPP Combo 12
16594929 Group 2: Secure Option Arms No PP NoPP 0
16594936 Group 1: MTA 36MPP Hard 36
16594939 Group 1: MTA 36MPP Hard 36
16594980 Group 1: MTA 36MPP Hard 36
16645931 Group 2: Secure Option Arms 12MPP Hard 12
16648202 Group 1: MTA 36MPP Hard 36
16648234 Group 2: Secure Option Arms 36MPP Combo 12
16649648 Group 1: MTA 36MPP Hard 36
16648239 Group 1: MTA 12MPP Hard 12
16648285 Group 1: MTA 36MPP Hard 36
16648309 Group 2: Secure Option Arms No PP NoPP 0
16640633 Group 1: MTA 36MPP Hard 36
16640635 Group 1: MTA 12MPP Hard 12
16640637 Group 2: Secure Option Arms 4MPP Hard 4
16643369 Group 2: Secure Option Arms 36MPP Combo 12
16643378 Group 2: Secure Option Arms No PP NoPP 0
16643402 Group 2: Secure Option Arms 36MPP Combo 12
16643405 Group 2: Secure Option Arms 36MPP Combo 12
16643500 Group 2: Secure Option Arms 12MPP Hard 12
16645802 Group 2: Secure Option Arms 12MPP Hard 12
16645809 Group 2: Secure Option Arms 24MPP Combo 12
16638088 Group 1: MTA 12MPP Hard 12
16638120 Group 2: Secure Option Arms 36MPP Combo 12
16638135 Group 2: Secure Option Arms No PP NoPP 0
16638153 Group 1: MTA 36MPP Hard 36
16640599 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16640491 Group 1: MTA 36MPP Hard 36
16640522 Group 2: Secure Option Arms 24MPP Combo 12
16640527 Group 1: MTA 36MPP Hard 36
16640551 Group 1: MTA 36MPP Hard 36
16640561 Group 2: Secure Option Arms 36MPP Combo 12
16640567 Group 2: Secure Option Arms 36MPP Combo 12
16631295 Group 1: MTA 36MPP Hard 36
16634015 Group 2: Secure Option Arms 12MPP Hard 12
16634042 Group 2: Secure Option Arms 36MPP Combo 12
16634053 Group 2: Secure Option Arms 36MPP Combo 12
16634061 Group 1: MTA 12MPP Hard 12
16634070 Group 2: Secure Option Arms No PP NoPP 0
16634091 Group 2: Secure Option Arms 12MPP Hard 12
16631150 Group 1: MTA 12MPP Hard 12
16631153 Group 1: MTA 36MPP Hard 36
16631163 Group 1: MTA 12MPP Hard 12
16631166 Group 1: MTA 36MPP Hard 36
16631176 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16631187 Group 2: Secure Option Arms 36MPP Combo 12
16631215 Group 2: Secure Option Arms 12MPP Hard 12
16631227 Group 2: Secure Option Arms No PP NoPP 0
16631272 Group 2: Secure Option Arms No PP NoPP 0
16631273 Group 1: MTA 36MPP Hard 36
16628600 Group 1: MTA 36MPP Hard 36
16628463 Group 2: Secure Option Arms 12MPP Hard 12
16628623 Group 1: MTA 36MPP Hard 36
16628643 Group 2: Secure Option Arms 36MPP Combo 12
16628472 Group 1: MTA 36MPP Hard 36
16628592 Group 1: MTA 36MPP Hard 36
16628570 Group 2: Secure Option Arms 12MPP Hard 12
16628446 Group 2: Secure Option Arms 36MPP Combo 12
16628583 Group 2: Secure Option Arms 36MPP Combo 12
16628515 Group 1: MTA No PP NoPP 0
16628524 Group 1: MTA 36MPP Hard 36
16628528 Group 1: MTA 36MPP Hard 36
16628531 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16628542 Group 1: MTA 36MPP Hard 36
16628437 Group 1: MTA 36MPP Hard 36
16628563 Group 2: Secure Option Arms 24MPP Combo 12
16628565 Group 2: Secure Option Arms 12MPP Hard 12
16567328 Group 1: MTA 36MPP Hard 36
16567330 Group 1: MTA 36MPP Hard 36
16615931 Group 2: Secure Option Arms 12MPP Hard 12
16628487 Group 2: Secure Option Arms 12MPP Hard 12
16628493 Group 2: Secure Option Arms 36MPP Combo 12
16628496 Group 2: Secure Option Arms No PP NoPP 0
16565066 Group 2: Secure Option Arms 36MPP Combo 12
16564932 Group 2: Secure Option Arms 36MPP Combo 12
16564937 Group 1: MTA 36MPP Hard 36
16564940 Group 2: Secure Option Arms 36MPP Combo 12
16564995 Group 1: MTA 36MPP Hard 36
16565000 Group 1: MTA 36MPP Hard 36
16565029 Group 1: MTA 12MPP Hard 12
16565038 Group 2: Secure Option Arms No PP NoPP 0
16565041 Group 1: MTA 36MPP Hard 36
16565048 Group 1: MTA 36MPP Hard 36
16565051 Group 1: MTA 36MPP Hard 36
16565052 Group 1: MTA 12MPP Hard 12
16565056 Group 1: MTA 36MPP Hard 36
16565061 Group 1: MTA 36MPP Hard 36
16564813 Group 1: MTA 36MPP Hard 36
16564814 Group 1: MTA 36MPP Hard 36
16564761 Group 2: Secure Option Arms 6MPP Hard 6
16564763 Group 1: MTA 12MPP Hard 12
16564654 Group 1: MTA 12MPP Hard 12
16564708 Group 2: Secure Option Arms 36MPP Combo 12
16564720 Group 1: MTA 36MPP Hard 36
16564733 Group 2: Secure Option Arms No PP NoPP 0
16564496 Group 1: MTA 36MPP Hard 36
16564506 Group 2: Secure Option Arms 36MPP Combo 12
16564508 Group 1: MTA 12MPP Hard 12
16564514 Group 2: Secure Option Arms 36MPP Combo 12
16564522 Group 1: MTA 36MPP Hard 36
16564568 Group 2: Secure Option Arms 36MPP Combo 12
16564584 Group 1: MTA 12MPP Hard 12
16564586 Group 2: Secure Option Arms 36MPP Combo 12
16564600 Group 2: Secure Option Arms 6MPP Hard 6
16564613 Group 1: MTA 36MPP Hard 36
16564428 Group 1: MTA 12MPP Hard 12
16540203 Group 2: Secure Option Arms 36MPP Combo 12
16540275 Group 1: MTA 36MPP Hard 36
16540280 Group 1: MTA 12MPP Hard 12
16540293 Group 1: MTA 36MPP Hard 36
16540378 Group 1: MTA 36MPP Hard 36
16540412 Group 1: MTA 12MPP Hard 12
16540432 Group 2: Secure Option Arms 6MPP Hard 6
16540433 Group 2: Secure Option Arms 36MPP Combo 12
16540434 Group 2: Secure Option Arms No PP NoPP 0
16540466 Group 1: MTA 36MPP Hard 36
16540489 Group 1: MTA 36MPP Hard 36
16468630 Group 1: MTA No PP NoPP 0
16468643 Group 1: MTA 36MPP Hard 36
16468652 Group 2: Secure Option Arms 36MPP Combo 12
16468665 Group 1: MTA 12MPP Hard 12
16468667 Group 1: MTA 36MPP Hard 36
16540114 Group 1: MTA 36MPP Hard 36
16540122 Group 1: MTA 36MPP Hard 36
16540146 Group 2: Secure Option Arms No PP NoPP 0
16468072 Group 1: MTA 36MPP Hard 36
16468174 Group 2: Secure Option Arms 36MPP Combo 12
16468249 Group 1: MTA 36MPP Hard 36
16468253 Group 2: Secure Option Arms No PP NoPP 0
16468255 Group 1: MTA 36MPP Hard 36
16468282 Group 1: MTA No PP NoPP 0
16468306 Group 1: MTA 36MPP Hard 36
16468328 Group 1: MTA 36MPP Hard 36
16468336 Group 1: MTA 36MPP Hard 36
16468350 Group 2: Secure Option Arms 6MPP Hard 6
16468427 Group 2: Secure Option Arms 36MPP Combo 12
16468456 Group 1: MTA 36MPP Hard 36
16468457 Group 1: MTA 12MPP Hard 12
16468572 Group 2: Secure Option Arms 36MPP Combo 12
16468577 Group 2: Secure Option Arms 6MPP Hard 6
16468580 Group 1: MTA 12MPP Hard 12
16468581 Group 2: Secure Option Arms No PP NoPP 0
16468482 Group 2: Secure Option Arms 36MPP Combo 12
16468547 Group 1: MTA 36MPP Hard 36
16468549 Group 2: Secure Option Arms 36MPP Combo 12
16468559 Group 1: MTA 36MPP Hard 36
16422852 Group 1: MTA 36MPP Hard 36
16422878 Group 2: Secure Option Arms No PP NoPP 0
16422882 Group 1: MTA 12MPP Hard 12
16422894 Group 1: MTA 36MPP Hard 36
16422899 Group 2: Secure Option Arms 36MPP Combo 12
16422815 Group 1: MTA 36MPP Hard 36
16422817 Group 2: Secure Option Arms No PP NoPP 0
16422824 Group 2: Secure Option Arms 12MPP Hard 12
16422836 Group 2: Secure Option Arms 36MPP Combo 12
16422572 Group 2: Secure Option Arms 36MPP Combo 12
16422629 Group 2: Secure Option Arms No PP NoPP 0
16422631 Group 1: MTA 36MPP Hard 36
16422643 Group 2: Secure Option Arms 36MPP Combo 12
16422675 Group 1: MTA 36MPP Hard 36
16420841 Group 1: MTA 36MPP Hard 36
16422501 Group 2: Secure Option Arms 24MPP Combo 12
16420734 Group 1: MTA No PP NoPP 0
16420650 Group 1: MTA 36MPP Hard 36
16419692 Group 1: MTA 36MPP Hard 36
16419694 Group 1: MTA 36MPP Hard 36
16419700 Group 1: MTA 36MPP Hard 36
16419701 Group 1: MTA 12MPP Hard 12
16419973 Group 2: Secure Option Arms No PP NoPP 0
16419975 Group 2: Secure Option Arms No PP NoPP 0
16419977 Group 2: Secure Option Arms 36MPP Combo 12
16420017 Group 1: MTA 12MPP Hard 12
16420030 Group 1: MTA 36MPP Hard 36
16420085 Group 1: MTA 36MPP Hard 36
16420214 Group 1: MTA No PP NoPP 0
16419234 Group 2: Secure Option Arms 6MPP Hard 6
16419264 Group 1: MTA 12MPP Hard 12
16419286 Group 1: MTA 36MPP Hard 36
16419333 Group 1: MTA 36MPP Hard 36
16419432 Group 1: MTA 36MPP Hard 36
16419446 Group 2: Secure Option Arms 36MPP Combo 12
16419491 Group 1: MTA 36MPP Hard 36
16544912 Group 2: Secure Option Arms 12MPP Hard 12
16544915 Group 1: MTA No PP NoPP 0
16544771 Group 1: MTA 36MPP Hard 36
16544776 Group 2: Secure Option Arms 12MPP Hard 12
16544954 Group 2: Secure Option Arms 12MPP Hard 12
16544962 Group 1: MTA 36MPP Hard 36
16544966 Group 2: Secure Option Arms 12MPP Hard 12
16544797 Group 1: MTA 36MPP Hard 36
16544988 Group 1: MTA 36MPP Hard 36
16422453 Group 2: Secure Option Arms 24MPP Combo 12
16422457 Group 2: Secure Option Arms 36MPP Combo 12
16422317 Group 1: MTA 36MPP Hard 36
16422470 Group 1: MTA 12MPP Hard 12
16467911 Group 1: MTA No PP NoPP 0
16467913 Group 2: Secure Option Arms 36MPP Combo 12
16467915 Group 1: MTA 36MPP Hard 36
16467920 Group 1: MTA 36MPP Hard 36
16467924 Group 2: Secure Option Arms No PP NoPP 0
16467861 Group 2: Secure Option Arms 36MPP Combo 12
16467864 Group 2: Secure Option Arms 36MPP Combo 12
16467865 Group 1: MTA 36MPP Hard 36
16467966 Group 2: Secure Option Arms No PP NoPP 0
16467988 Group 1: MTA No PP NoPP 0
16406638 Group 1: MTA 12MPP Hard 12
16406774 Group 1: MTA No PP NoPP 0
16406781 Group 2: Secure Option Arms 36MPP Combo 12
16418825 Group 1: MTA No PP NoPP 0
16418832 Group 2: Secure Option Arms 12MPP Soft/Unk 0
16418776 Group 2: Secure Option Arms 36MPP Combo 12
16418858 Group 2: Secure Option Arms 36MPP Combo 12
16467872 Group 1: MTA No PP NoPP 0
16468011 Group 1: MTA 36MPP Hard 36
16468029 Group 2: Secure Option Arms 36MPP Combo 12
16467878 Group 2: Secure Option Arms 36MPP Combo 12
16539899 Group 2: Secure Option Arms 36MPP Combo 12
16539941 Group 1: MTA No PP NoPP 0
16539959 Group 1: MTA 36MPP Hard 36
16539960 Group 1: MTA 12MPP Hard 12
16539856 Group 2: Secure Option Arms 12MPP Hard 12
16418866 Group 2: Secure Option Arms No PP NoPP 0
16418779 Group 2: Secure Option Arms No PP NoPP 0
16418780 Group 1: MTA 36MPP Hard 36
16418784 Group 1: MTA 36MPP Hard 36
16418786 Group 2: Secure Option Arms No PP NoPP 0
16418881 Group 2: Secure Option Arms 36MPP Combo 12
16418894 Group 2: Secure Option Arms 12MPP Hard 12
16539991 Group 1: MTA 36MPP Hard 36
16540006 Group 2: Secure Option Arms 36MPP Combo 12
16539869 Group 1: MTA 36MPP Hard 36
16540026 Group 2: Secure Option Arms No PP NoPP 0
16540038 Group 1: MTA 36MPP Hard 36
16418907 Group 1: MTA No PP NoPP 0
16418919 Group 2: Secure Option Arms 24MPP Combo 12
16418923 Group 2: Secure Option Arms 36MPP Combo 12
16418924 Group 2: Secure Option Arms 36MPP Combo 12
16418935 Group 2: Secure Option Arms 12MPP Hard 12
16418968 Group 1: MTA 36MPP Hard 36
16539886 Group 1: MTA 36MPP Hard 36
16543586 Group 1: MTA 12MPP Hard 12
16543483 Group 1: MTA 36MPP Hard 36
16543598 Group 1: MTA 36MPP Hard 36
16543484 Group 1: MTA 36MPP Hard 36
16419774 Group 2: Secure Option Arms 36MPP Combo 12
16419784 Group 2: Secure Option Arms 12MPP Hard 12
16419791 Group 2: Secure Option Arms No PP NoPP 0
16419803 Group 2: Secure Option Arms 36MPP Combo 12
16419813 Group 2: Secure Option Arms 36MPP Combo 12
16419820 Group 1: MTA 36MPP Hard 36
16419825 Group 2: Secure Option Arms No PP NoPP 0
16419720 Group 1: MTA 36MPP Hard 36
16419841 Group 2: Secure Option Arms 36MPP Combo 12
16419729 Group 2: Secure Option Arms 12MPP Hard 12
16543492 Group 1: MTA 12MPP Hard 12
16543631 Group 2: Secure Option Arms 36MPP Combo 12
16543499 Group 1: MTA 36MPP Hard 36
16543643 Group 1: MTA 12MPP Hard 12
16543507 Group 2: Secure Option Arms 36MPP Combo 12
16543526 Group 1: MTA 36MPP Hard 36
16543529 Group 1: MTA 36MPP Hard 36
16543545 Group 1: MTA 36MPP Hard 36
16543696 Group 1: MTA 36MPP Hard 36
16544836 Group 2: Secure Option Arms No PP NoPP 0
16544856 Group 1: MTA 36MPP Hard 36
16544861 Group 2: Secure Option Arms 36MPP Combo 12
16544891 Group 1: MTA 36MPP Hard 36
16544905 Group 2: Secure Option Arms 36MPP Combo 12
16419853 Group 1: MTA 36MPP Hard 36
16419736 Group 2: Secure Option Arms 12MPP Hard 12
16419738 Group 2: Secure Option Arms 36MPP Combo 12
16419871 Group 1: MTA 36MPP Hard 36
16419882 Group 2: Secure Option Arms 36MPP Combo 12
16419887 Group 2: Secure Option Arms 36MPP Combo 12
16419894 Group 1: MTA 36MPP Hard 36
16419902 Group 2: Secure Option Arms 12MPP Hard 12
16419758 Group 2: Secure Option Arms 36MPP Combo 12
16419913 Group 2: Secure Option Arms 36MPP Combo 12
16422275 Group 2: Secure Option Arms 36MPP Combo 12
16422277 Group 1: MTA 36MPP Hard 36
16422332 Group 1: MTA 36MPP Hard 36
16422336 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16422344 Group 2: Secure Option Arms 12MPP Hard 12
16422346 Group 2: Secure Option Arms No PP NoPP 0
16422347 Group 2: Secure Option Arms No PP NoPP 0
16422285 Group 2: Secure Option Arms 36MPP Combo 12
16422355 Group 1: MTA No PP NoPP 0
16422356 Group 2: Secure Option Arms 36MPP Combo 12
16422358 Group 1: MTA No PP NoPP 0
16422292 Group 2: Secure Option Arms 36MPP Combo 12
16422371 Group 2: Secure Option Arms 36MPP Combo 12
16422373 Group 1: MTA 12MPP Hard 12
16422380 Group 2: Secure Option Arms 36MPP Combo 12
16422382 Group 1: MTA No PP NoPP 0
16422383 Group 2: Secure Option Arms 36MPP Combo 12
16422392 Group 2: Secure Option Arms 12MPP Hard 12
16422396 Group 2: Secure Option Arms 36MPP Combo 12
16422398 Group 2: Secure Option Arms 36MPP Combo 12
16422400 Group 1: MTA 36MPP Hard 36
16422429 Group 2: Secure Option Arms 36MPP Combo 12
16422434 Group 1: MTA No PP NoPP 0
16422444 Group 1: MTA 36MPP Hard 36
16394349 Group 2: Secure Option Arms 12MPP Hard 12
16396909 Group 1: MTA 36MPP Hard 36
16395153 Group 2: Secure Option Arms 36MPP Combo 12
16395157 Group 1: MTA 36MPP Hard 36
16395062 Group 1: MTA 36MPP Hard 36
16395198 Group 1: MTA 36MPP Hard 36
16396916 Group 1: MTA 12MPP Hard 12
16396988 Group 2: Secure Option Arms No PP NoPP 0
16396942 Group 1: MTA 12MPP Hard 12
16400162 Group 2: Secure Option Arms 36MPP Combo 12
16400097 Group 1: MTA 36MPP Hard 36
16400112 Group 1: MTA No PP NoPP 0
16400129 Group 2: Secure Option Arms 36MPP Combo 12
16401666 Group 1: MTA 36MPP Hard 36
16401677 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16401611 Group 2: Secure Option Arms 12MPP Hard 12
16401713 Group 2: Secure Option Arms 36MPP Combo 12
16401617 Group 1: MTA No PP NoPP 0
16401742 Group 2: Secure Option Arms 12MPP Hard 12
16392896 Group 2: Secure Option Arms No PP NoPP 0
16392924 Group 2: Secure Option Arms 36MPP Combo 12
16392867 Group 1: MTA 36MPP Hard 36
16401636 Group 1: MTA No PP NoPP 0
16401795 Group 1: MTA 36MPP Hard 36
16401800 Group 2: Secure Option Arms 12MPP Hard 12
16401655 Group 2: Secure Option Arms 36MPP Combo 12
16403825 Group 1: MTA 12MPP Hard 12
16403863 Group 2: Secure Option Arms 36MPP Soft/Unk 0
16403864 Group 1: MTA 36MPP Hard 36
16403869 Group 2: Secure Option Arms No PP NoPP 0
16403766 Group 2: Secure Option Arms 36MPP Combo 12
16403768 Group 1: MTA 36MPP Hard 36
16403770 Group 2: Secure Option Arms 36MPP Combo 12
16403911 Group 2: Secure Option Arms 36MPP Combo 12
16405137 Group 2: Secure Option Arms 12MPP Hard 12
16405078 Group 1: MTA No PP NoPP 0
16392874 Group 2: Secure Option Arms 12MPP Hard 12
16405177 Group 2: Secure Option Arms 36MPP Combo 12
16405086 Group 1: MTA 36MPP Hard 36
16405193 Group 2: Secure Option Arms 36MPP Combo 12
16405196 Group 2: Secure Option Arms 12MPP Hard 12
16405200 Group 1: MTA 12MPP Hard 12
16405090 Group 2: Secure Option Arms 36MPP Combo 12
16405095 Group 2: Secure Option Arms 36MPP Combo 12
16405100 Group 1: MTA 36MPP Hard 36
16405247 Group 2: Secure Option Arms 36MPP Combo 12
16405103 Group 2: Secure Option Arms 36MPP Combo 12
16405257 Group 2: Secure Option Arms 36MPP Combo 12
16405260 Group 2: Secure Option Arms 36MPP Combo 12
16405274 Group 2: Secure Option Arms No PP NoPP 0
16405289 Group 2: Secure Option Arms 12MPP Hard 12
16405295 Group 1: MTA 36MPP Hard 36
16405299 Group 2: Secure Option Arms 12MPP Hard 12
16406671 Group 1: MTA 36MPP Hard 36
16406688 Group 2: Secure Option Arms 12MPP Hard 12
16406693 Group 1: MTA 36MPP Hard 36
16406703 Group 2: Secure Option Arms 12MPP Hard 12
16406624 Group 1: MTA 36MPP Hard 36
16406631 Group 2: Secure Option Arms 36MPP Combo 12
16406713 Group 1: MTA 36MPP Hard 36
16406716 Group 1: MTA 36MPP Hard 36
16406728 Group 1: MTA 36MPP Hard 36
16406731 Group 1: MTA 36MPP Hard 36
16406732 Group 2: Secure Option Arms 36MPP Combo 12
16394312 Group 1: MTA No PP NoPP 0
16394324 Group 1: MTA 12MPP Hard 12
16394527 Group 1: MTA 36MPP Hard 36
16387007 Group 1: MTA 12MPP Hard 12
16387023 Group 2: Secure Option Arms 36MPP Combo 12
16388548 Group 2: Secure Option Arms No PP NoPP 0
16388556 Group 2: Secure Option Arms 36MPP Combo 12
16388635 Group 2: Secure Option Arms 36MPP Combo 12
16388646 Group 2: Secure Option Arms 36MPP Combo 12
16389751 Group 1: MTA 12MPP Hard 12
16389846 Group 2: Secure Option Arms No PP NoPP 0
16389761 Group 1: MTA 36MPP Hard 36
16389855 Group 1: MTA 36MPP Hard 36
16389780 Group 1: MTA 36MPP Hard 36
16386855 Group 1: MTA 36MPP Hard 36
16386956 Group 1: MTA 36MPP Hard 36
16376777 Group 2: Secure Option Arms 24MPP Combo 12
16382587 Group 1: MTA 36MPP Hard 36
16382624 Group 2: Secure Option Arms 36MPP Combo 12
16382708 Group 2: Secure Option Arms No PP NoPP 0
16383797 Group 2: Secure Option Arms No PP NoPP 0
16383820 Group 2: Secure Option Arms 12MPP Hard 12
16383910 Group 2: Secure Option Arms 36MPP Combo 12
16383779 Group 1: MTA 36MPP Hard 36
16386849 Group 1: MTA 36MPP Hard 36
16367832 Group 1: MTA 36MPP Hard 36
16367737 Group 1: MTA 36MPP Hard 36
16367860 Group 2: Secure Option Arms 36MPP Combo 12
16367869 Group 1: MTA 36MPP Hard 36
16371639 Group 2: Secure Option Arms 36MPP Combo 12
16371634 Group 1: MTA 36MPP Hard 36
16374594 Group 1: MTA 36MPP Hard 36
16365312 Group 1: MTA 36MPP Hard 36
16359776 Group 2: Secure Option Arms 12MPP Hard 12
16359780 Group 1: MTA 36MPP Hard 36
16360798 Group 2: Secure Option Arms 36MPP Combo 12
16360701 Group 2: Secure Option Arms 12MPP Hard 12
16357758 Group 1: MTA No PP NoPP 0
16359511 Group 1: MTA 12MPP Hard 12
16359543 Group 1: MTA 36MPP Hard 36
16397582 Group 1: MTA 12MPP Hard 12
16397602 Group 1: MTA 36MPP Hard 36
16397606 Group 2: Secure Option Arms 36MPP Combo 12
16397608 Group 1: MTA 36MPP Hard 36
16400496 Group 1: MTA 36MPP Hard 36
16400559 Group 2: Secure Option Arms 36MPP Combo 12
16400568 Group 1: MTA 12MPP Hard 12
16400611 Group 2: Secure Option Arms 36MPP Combo 12
16397470 Group 1: MTA 12MPP Hard 12
16357710 Group 1: MTA 36MPP Hard 36
16395822 Group 1: MTA 36MPP Hard 36
16397124 Group 1: MTA 12MPP Hard 12
16397136 Group 1: MTA No PP NoPP 0
16397150 Group 2: Secure Option Arms 36MPP Combo 12
16397163 Group 2: Secure Option Arms 12MPP Soft/Unk 0
16397260 Group 1: MTA 36MPP Hard 36
16397324 Group 1: MTA 36MPP Hard 36
16395437 Group 2: Secure Option Arms No PP NoPP 0
16395483 Group 1: MTA 36MPP Hard 36
16395632 Group 1: MTA 36MPP Hard 36
16392827 Group 1: MTA 36MPP Hard 36
16392831 Group 1: MTA 36MPP Hard 36
16392834 Group 1: MTA 12MPP Hard 12
16392845 Group 1: MTA 36MPP Hard 36
16393804 Group 1: MTA 36MPP Hard 36
16393959 Group 2: Secure Option Arms No PP NoPP 0
16393980 Group 1: MTA 12MPP Hard 12
16394021 Group 2: Secure Option Arms 36MPP Combo 12
16394024 Group 2: Secure Option Arms No PP NoPP 0
16394031 Group 2: Secure Option Arms No PP NoPP 0
16394124 Group 1: MTA 36MPP Hard 36
16394131 Group 1: MTA 36MPP Hard 36
16390428 Group 1: MTA 12MPP Hard 12
16389339 Group 1: MTA 36MPP Hard 36
16389354 Group 1: MTA 36MPP Hard 36
16389537 Group 1: MTA 36MPP Hard 36
16389056 Group 1: MTA 12MPP Hard 12
16222302 Group 1: MTA 12MPP Hard 12
16595458 Group 1: MTA 36MPP Hard 36
16595460 Group 1: MTA 36MPP Hard 36
16595461 Group 1: MTA 36MPP Hard 36
16595300 Group 2: Secure Option Arms 36MPP Combo 12
16595307 Group 1: MTA 36MPP Hard 36
16595312 Group 1: MTA No PP NoPP 0
16595314 Group 2: Secure Option Arms 36MPP Combo 12
16595329 Group 1: MTA 36MPP Hard 36
16595331 Group 1: MTA 12MPP Hard 12
16595332 Group 1: MTA 36MPP Hard 36
16595347 Group 1: MTA 36MPP Hard 36
16595351 Group 1: MTA 36MPP Hard 36
16595354 Group 2: Secure Option Arms 36MPP Combo 12
16595386 Group 1: MTA 36MPP Hard 36
16595403 Group 2: Secure Option Arms 12MPP Hard 12
16595279 Group 2: Secure Option Arms 36MPP Combo 12
16387212 Group 1: MTA 36MPP Hard 36
16387307 Group 1: MTA 12MPP Hard 12
16595157 Group 2: Secure Option Arms 36MPP Combo 12
16595181 Group 1: MTA No PP NoPP 0
16595094 Group 1: MTA 36MPP Hard 36
16595098 Group 2: Secure Option Arms 36MPP Combo 12
16595126 Group 2: Secure Option Arms No PP NoPP 0
16595056 Group 1: MTA 36MPP Hard 36
16595062 Group 1: MTA 36MPP Hard 36
16595027 Group 2: Secure Option Arms 6MPP Soft/Unk 0
16595036 Group 1: MTA 12MPP Hard 12
16595042 Group 1: MTA 36MPP Hard 36
16595054 Group 1: MTA 36MPP Hard 36
16595018 Group 2: Secure Option Arms 36MPP Combo 12
16595024 Group 1: MTA 36MPP Hard 36
CURRENT_BALANCE PAYMENT STATED_ORIGINAL_TERM STATED_REM_TERM CURRENT_NET_COUPON
307477.87 778.8 480 479 7.8705
220000 802.08 360 359 6.9955
336000 849.6 480 479 7.9955
168000 542.5 360 359 6.4955
567800 1435.72 480 480 0.6205
266384 856.8 360 360 0.6205
424000 1722.51 360 360 7.4955
780000 1972.28 480 480 0.6205
516600 2152.51 360 360 7.6205
294400 744.41 480 480 0.6205
274400 882.58 360 360 0.6205
390070 1544.03 360 360 7.3705
504000 1995 360 360 7.3705
432000 1389.49 360 360 0.6205
324000 1282.5 360 360 7.3705
500000 1875.01 360 360 7.1205
496000 1595.34 360 360 0.6205
384000 1235.1 360 360 0.6205
206250 762.35 360 360 1.6205
500000 1608.2 360 360 0.6205
180000 675.01 360 360 7.1205
283200 1062.01 360 360 7.1205
492000 1947.5 360 360 7.3705
348000 1053.84 480 480 1.6205
998304.77 2528.56 480 478 7.6205
405000 1302.64 360 359 7.3705
364000 1170.77 360 359 7.4955
480000 2100 360 359 7.8705
479709.22 2200 360 359 8.1205
220000 813.16 360 359 7.9955
212000 783.59 360 359 7.9955
588000 1486.79 480 479 7.4955
535091.36 1355.31 480 479 7.9955
130000 418.13 360 359 7.3705
280000 933.33 360 359 6.6205
463200 1833.5 360 359 7.3705
472000 1720.83 360 359 6.9955
283323.21 913.46 360 359 7.9955
342193.46 1104.51 360 359 7.3705
456000 2137.5 360 359 8.2455
952000 4363.33 360 359 8.1205
648000 1638.51 480 479 7.9955
650000 1643.56 480 479 7.3705
292000 1186.25 360 359 7.4955
293700 1085.57 360 359 7.9955
334800 627.75 360 359 4.8705
193300 765.15 360 359 7.3705
163780 682.42 360 359 7.6205
375937.49 1484.38 360 359 7.3705
520000 1672.53 360 359 7.7455
424000 1678.33 360 359 7.3705
467190 1183.37 480 479 7.7455
546887.82 2025.51 360 359 7.7455
608000 1841.18 480 479 7.9955
448000 1440.95 360 359 7.7455
532000 2272.08 360 359 7.7455
520000 1672.53 360 359 7.7455
204510 871.25 360 359 7.7455
516000 1304.74 480 479 7.7455
296000 952.05 360 359 7.9955
544000 1375.54 480 479 7.9955
280000 1254.17 360 359 7.9955
384000 1720 360 359 7.9955
308000 1411.67 360 359 8.1205
291603.19 1393.78 360 359 8.3705
500000 2239.58 360 359 7.9955
360000 1537.5 360 359 7.7455
336000 1080.71 360 359 7.6205
496000 1595.33 360 359 7.7455
588000 1486.79 480 479 7.9955
575023.55 1456.45 480 479 7.9955
648451.01 2090.66 360 359 7.7455
345408.65 1293.67 360 359 7.9955
306000 1211.25 360 359 7.3705
320000 1266.67 360 359 7.3705
735000 2364.05 360 359 7.7455
497850 2022.52 360 359 7.4955
549478.93 1391.75 480 479 7.9955
504000 1621.06 360 359 7.8705
355151.63 1145.04 360 359 7.8705
175000 646.83 360 359 7.7455
221352 851 360 359 7.2455
331208.83 1067.84 360 359 7.3705
170000 566.67 360 359 6.6205
648898.11 1643.56 480 479 7.9955
204750 620.04 480 479 7.9955
240000 726.78 480 479 7.7455
518760.8 1672.53 360 359 7.2455
299285.08 964.92 360 359 7.4955
397250 1779.35 360 359 7.9955
396000 1001.31 480 479 7.9955
309000 1190.94 360 359 7.2455
417000 1563.75 360 359 7.1205
658750 2127.21 360 359 6.4955
559200 2271.75 360 359 7.4955
447200 1770.17 360 359 7.3705
413700 1853.03 360 359 7.9955
256640 960 360 359 7.1205
296000 1110 360 359 7.1205
399200 1788.08 360 359 7.9955
460000 1677.08 360 359 6.9955
588000 2266.25 360 359 7.2455
388000 1495.42 360 359 7.2455
493230 2050 360 359 7.6205
207000 665.79 360 359 7.7455
442799.5 1640 360 359 6.6205
332000 1210.42 360 359 6.9955
638474.84 2058.49 360 359 7.7455
135000 434.21 360 359 7.6205
275000 884.51 360 359 7.2455
317600 1191 360 359 7.1205
360000 1312.5 360 359 6.9955
416000 1051.88 480 479 7.3705
379200 1224.5 360 359 6.4955
626200 2283.02 360 359 6.9955
459000 1577.81 360 359 6.7455
199000 640.06 360 359 7.1205
455200 1707 360 359 7.1205
148800 620 360 359 7.6205
337600 1406.67 360 359 7.6205
443800 1664.25 360 359 7.1205
207850 952.65 360 359 8.1205
515950 2364.77 360 359 8.1205
450000 1687.5 360 359 7.1205
348068 1374.33 360 359 7.3705
437046.7 1420.83 360 359 6.4955
393750 1192.38 480 479 7.6205
252000 918.75 360 359 6.9955
605600 2207.92 360 359 6.9955
423000 1280.95 480 479 7.7455
520000 1679.17 360 359 6.4955
260000 836.26 360 359 7.8705
633580 2501.67 360 359 7.3705
300750 1000 360 359 6.6205
575023.55 1456.45 480 479 7.6205
544000 1375.54 480 479 7.4955
584000 2433.33 360 359 7.6205
604000 1942.7 360 359 7.9955
164166.15 608.02 360 359 7.9955
260000 836.26 360 359 7.9955
416000 1259.75 480 479 7.9955
183750 861.33 360 359 8.2455
328000 1366.67 360 359 7.6205
592000 1904.11 360 359 6.9955
179360 662.95 360 359 7.9955
529600 2206.67 360 359 7.6205
468000 1706.25 360 359 6.9955
438000 1408.79 360 360 0.6205
445000 1125.21 480 480 0.6205
319870 1028.83 360 360 0.6205
272000 874.86 360 360 0.6205
534400 1351.27 480 480 0.6205
449000 1824.07 360 360 7.4955
212000 772.92 360 360 6.9955
372000 1511.26 360 360 7.4955
156000 501.76 360 359 7.4955
310500 998.69 360 359 7.7455
387600 1246.67 360 359 7.9955
498416.67 1264.28 480 479 7.9955
232000 586.63 480 479 7.3705
192000 820 360 359 7.7455
411580 1800.66 360 359 7.8705
342796 1571.15 360 359 8.1205
75000 320.31 360 359 7.7455
235125 783.75 360 359 6.6205
238996 943.67 360 359 7.3705
240600 900 360 359 7.1205
624000 2340 360 359 7.1205
198350 805.8 360 359 7.4955
322000 1035.68 360 359 7.4955
472000 1744.6 360 359 7.3705
422400 1892 360 359 7.9955
225000 820.31 360 359 6.9955
256000 960 360 359 7.1205
352000 1132.17 360 359 7.7455
228000 855 360 359 7.1205
372000 1374.98 360 359 7.9955
260000 657.43 480 479 7.9955
480000 1543.87 360 359 7.8705
338835.59 1093.57 360 359 7.7455
329230.26 1219.74 360 359 7.7455
380000 1222.23 360 359 7.7455
276000 887.73 360 359 7.8705
600000 1517.14 480 479 7.7455
650000 1643.56 480 479 7.9955
424079.87 1074.13 480 479 7.9955
396000 1650 360 359 7.6205
620100 1994.49 360 359 6.9955
232700 921.1 360 359 7.3705
190000 831.25 360 359 7.8705
244000 1118.33 360 359 8.1205
220000 707.61 360 359 7.7455
440000 1332.43 480 479 7.7455
432000 1485 360 359 6.7455
292000 1155.83 360 359 7.3705
226000 729.79 360 359 6.4955
479346.44 1453.56 480 479 6.7455
392000 991.2 480 479 7.7455
650000 1643.56 480 479 7.9955
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645721.57 2835.01 360 359 7.8705
428000 2006.26 360 359 8.2455
300000 1108.86 360 360 1.6205
493229.99 2306.26 360 359 8.2455
391500 1185.57 480 480 1.6205
260800 659.45 480 479 7.7455
488000 1982.51 360 359 7.4955
372981.92 940.62 480 479 7.8705
244000 991.26 360 359 7.4955
179200 576.38 360 360 0.6205
327218.35 1054.98 360 358 7.8705
312000 1153.22 360 359 7.3705
550585.16 1762.58 360 359 7.7455
253708.35 1102.51 360 359 7.8705
578617.82 1865.51 360 360 0.6205
320000 1366.67 360 360 7.7455
494600 1250.63 480 479 7.8705
404000 1299.42 360 359 7.7455
394584 1804 360 360 8.1205
389000 1251.18 360 360 0.6205
155920 665.91 360 360 7.7455
284710 1360.83 360 359 8.3705
664000 2766.67 360 359 7.6205
572000 1839.78 360 359 7.7455
273000 1194.38 360 359 7.8705
176000 733.34 360 359 7.6205
271200 1186.51 360 360 7.8705
480000 1213.71 480 478 7.4955
266110.12 674.02 480 478 7.7455
412000 1041.77 480 480 0.6205
312000 1267.51 360 360 7.4955
417040 1993.33 360 358 8.3705
589511 1490.62 480 480 0.6205
576000 2820 360 360 8.4955
167200 537.79 360 360 0.6205
542400 2147 360 359 7.3705
680800 2765.75 360 359 7.4955
320000 1029.25 360 359 7.7455
317600 1257.17 360 359 7.3705
344000 1469.17 360 360 7.7455
325000 1184.9 360 359 6.9955
451568 1452.42 360 359 7.7455
348000 1522.5 360 359 7.8705
404562 1559.25 360 359 7.2455
232500 859.37 360 359 7.8705
414680 1555.06 360 360 7.1205
232000 918.34 360 359 7.3705
566400 1432.18 480 479 7.7455
536538 2341.5 360 359 7.8705
166400 814.67 360 359 8.4955
383084.9 1235.1 360 359 7.4955
468000 2193.76 360 359 8.2455
202320 927.3 360 359 8.1205
455097.48 2042.51 360 359 7.9955
136339.55 623.34 360 359 8.1205
572000 2323.76 360 359 7.4955
263995 1237.48 360 359 8.2455
360000 1157.91 360 359 7.8705
264660 1127.5 360 359 7.7455
580000 1865.51 360 360 0.6205
309000 1190.94 360 359 7.2455
176000 566.09 360 360 0.6205
399200 1621.76 360 359 7.4955
408000 1031.65 480 479 7.8705
370524 1463 360 360 7.3705
436000 1402.35 360 359 7.1205
115718.33 373.11 360 359 7.7455
648000 2084.23 360 360 0.6205
442348.84 1120.41 480 479 7.8705
540000 2193.76 360 359 7.4955
268000 811.58 480 479 7.6205
433600 1096.39 480 480 0.6205
261750 967.48 360 360 1.6205
600000 1517.14 480 480 0.6205
368000 1801.67 360 360 8.4955
631950 3028.1 360 359 8.3705
396989.99 1485.01 360 359 7.1205
215737.99 874.26 360 359 7.4955
452000 1883.34 360 359 7.6205
675000 2171.07 360 360 0.6205
408000 1912.51 360 359 8.2455
340461.08 858.7 480 478 7.7455
334631.75 847.58 480 478 7.8705
419428.13 1271.87 480 478 7.7455
239513.28 606.65 480 478 7.8705
399046.31 1286.56 360 359 7.8705
501250 2135.42 360 360 7.7455
376000 950.74 480 480 0.6205
152780.99 650.88 360 359 7.7455
220550 1054.17 360 359 8.3705
1985600 6618.67 360 360 6.6205
310400 1261.01 360 360 7.4955
720195.99 2768.84 360 359 7.2455
576665.43 1852.64 360 358 7.7455
596000 1507.02 480 480 0.6205
558750 2000.24 480 479 7.8705
296480.46 959.77 360 360 0.6205
720000 3000.01 360 360 7.6205
511132.04 1294.63 480 478 0.6205
284709.99 1360.84 360 358 8.3705
469235.31 1183.37 480 478 7.8705
294590.65 952.05 360 359 7.7455
535091.36 1355.31 480 478 7.8705
295920 1202.18 360 359 7.4955
418999.11 1350.89 360 359 7.7455
328000 1298.34 360 359 7.3705
554417.59 2246.7 360 358 7.4955
379094.44 1222.23 360 357 7.7455
309957.65 995.8 360 358 7.7455
247950 797.51 360 360 0.6205
424984.82 1370.18 360 359 7.4955
504800 1623.64 360 359 7.4955
544000 2096.67 360 359 7.2455
302055.87 766.66 480 479 7.7455
281250 851.7 480 479 7.9955
650000 2437.5 360 359 7.1205
1000000 2528.56 480 479 7.7455
234000 755.63 360 359 6.4955
840000 2701.77 360 359 7.7455
658427.18 2122.82 360 358 7.8705
650000 1968.37 480 479 7.7455
339750 1092.77 360 359 7.7455
970000 3119.9 360 359 7.7455
212000 795 360 359 7.1205
955699.83 4582.03 360 358 8.3705
496000 1595.33 360 359 7.7455
206311.91 766.96 360 359 7.9955
175436.25 656.25 360 359 7.1205
600000 1517.14 480 479 7.6205
642200 1623.84 480 479 7.9955
367152.45 930.51 480 479 7.1205
351161.16 1132.17 360 359 7.4955
418999.11 1350.89 360 358 7.7455
825000 3049.36 360 359 7.9955
224443.36 831.64 360 358 7.8705
213031.25 819.01 360 359 7.2455
530059.23 1345.19 480 479 7.9955
162000 641.25 360 359 7.3705
200500 791.67 360 359 7.3705
296740 1171.67 360 359 7.3705
303253.33 977.78 360 359 7.7455
544000 1749.72 360 359 7.9955
131685.44 424.56 360 359 7.2455
499319.2 1514.13 480 479 7.9955
1000000 2528.56 480 479 7.9955
392811.66 1455.38 360 358 7.3705
131200 422 360 359 7.7455
429479 1381.37 360 359 7.7455
238594.1 769.36 360 359 7.6205
500000 1608.2 360 359 7.4955
410500 1243.1 480 479 7.9955
266250 1053.91 360 359 7.3705
408000 1508.05 360 359 7.9955
324225.5 1045.33 360 359 7.7455
223758 976.5 360 359 7.8705
360000 1157.9 360 359 7.9955
207000 665.79 360 359 7.6205
335000 1077.49 360 359 7.9955
250000 924.05 360 359 7.7455
255000 942.53 360 359 7.7455
144000 645 360 359 7.9955
360800 1160.48 360 359 7.8705
474000 1728.13 360 359 6.9955
350000 1276.04 360 359 6.9955
465273.01 1173.25 480 478 7.9955
454400 1376.04 480 479 7.7455
189600 849.25 360 359 7.9955
680000 2187.15 360 359 7.7455
308000 990.65 360 359 7.3705
280000 1020.83 360 359 6.9955
224500 888.65 360 359 7.3705
380000 1222.23 360 359 7.7455
365000 922.92 480 479 7.4955
280000 1050 360 359 7.1205
301500 969.74 360 359 7.7455
472000 1193.48 480 479 7.9955
312800 790.93 480 479 7.9955
280000 1166.67 360 359 7.6205
336000 1241.92 360 359 7.2455
TRUSTFEE LPMI MSERV SERV_FEE CURRENT_GROSS_COUPON
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 2
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 2
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.625
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 5.25
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.75
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 8
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.625
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 1.75
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 2
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 2
0.0045 0 0 0.375 8
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8.75
0.0045 0 0 0.375 2
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 1.75
0.0045 0 0 0.375 2
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.25
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.25
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 6.625
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 2
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7
0.0045 0 0 0.375 8.5
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 1
0.0045 0 0 0.375 2
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7
0.0045 0 0 0.375 7.25
0.0045 0 0 0.375 8.75
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 2
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 6.875
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 7.375
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7
0.0045 0 0 0.375 2
0.0045 0 0 0.375 2
0.0045 0 0 0.375 1
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 1
0.0045 0 0 0.375 1
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 1
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0.0045 0 0 0.375 7
0.0045 0 0 0.375 3
0.0045 0 0 0.375 7.75
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0.0045 0 0 0.375 8.5
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0.0045 0 0 0.375 2
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 1
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0.0045 0 0 0.375 7.25
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 1
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0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 1
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0.0045 0 0 0.375 8.125
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0.0045 0 0 0.375 8
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 8.375
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0.0045 0 0 0.375 8
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0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.5
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0.0045 0 0 0.375 7.875
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0.0045 0 0 0.375 8.375
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0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.25
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 7.875
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 7.625
0.0045 0 0 0.375 7.125
0.0045 0 0 0.375 7.25
0.0045 0 0 0.375 7.5
0.0045 0 0 0.375 8.375
0.0045 0 0 0.375 7.75
0.0045 0 0 0.375 7.25
0.0045 0 0 0.375 7.75
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0.0045 0 0 0.375 8.125
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0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.125
0.0045 0 0 0.375 8.375
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XXXXXXXXXXXX XX 00000 Single Family 20361001
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Xxxx Xxxxx XX 00000 Single Family 00000000
(Xxxxxxx xxxx) Xxx Xxxxx XX 00000 Condominium 20361001
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Xxx Xxxxx XX 00000 Single Family 20460801
Xxxxx Xxxxx XX 00000 Condominium 20460901
Xxx Xxxxx XX 00000 Single Family 20360901
XXXXXX XXXXXX XX 00000 Single Family 20360901
Xxxxxxxx XX 00000 Single Family 20360901
Xxxxxx Xxxxxxxxx XX 00000 Condominium 20360901
gilbert AZ 85236 PUD 20360901
Xxx Xxxxx XX 00000 Single Family 20360901
Xxxxxxx XX 00000 Single Family 20460901
Xxxxxxxxxx XX 00000 Single Family 20360901
Xxxxxxx XX 00000 Single Family 20360901
Xxxxxxx XX 00000 Single Family 20460901
Xxxxxxxx XX 00000 PUD 20460901
Xxxxxxxx Xxxxx XX 00000 PUD 20360901
Xxxxxxx XX 00000 Single Family 20360901
ORIGINAL_BALANCE FIRST_PAY_DATE LOAN_TO_VALUE MI MERS_ID1
308000 20061001 80 No MI 1.00E+17
220000 20061001 57.88999939 No MI 1.00E+17
336000 20061001 80 No MI 1.00E+17
168000 20061001 80 No MI 1.00E+17
567800 20061101 79.98999786 No MI
266384 20061101 80 No MI 1.00E+17
424000 20061101 80 No MI 1.00E+17
780000 20061101 75 No MI 1.00E+17
516600 20061101 79.98999786 No MI 1.00E+17
294400 20061101 80 No MI 1.00E+17
274400 20061101 80 No MI 1.00E+17
390070 20061101 80 No MI 1.00E+17
504000 20061101 80 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
324000 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
496000 20061101 80 No MI 1.00E+17
384000 20061101 80 No MI 1.00E+17
206250 20061101 75 No MI 1.00E+17
500000 20061101 75.19000244 No MI 1.00E+17
180000 20061101 80 No MI 1.00E+17
283200 20061101 80 No MI 1.00E+17
492000 20061101 80 No MI 1.00E+17
348000 20061101 80 No MI 1.00E+17
1000000 20060901 67.80000305 No MI 1.00E+17
405000 20061001 90 Radian Guaranty 1.00E+17
364000 20061001 42.22999954 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
212000 20061001 74.38999939 No MI 1.00E+17
588000 20061001 80 No MI 1.00E+17
536000 20061001 80 No MI 1.00E+17
130000 20061001 33.33000183 No MI 1.00E+17
280000 20061001 79.76999664 No MI 1.00E+17
463200 20061001 80 No MI 1.00E+17
472000 20061001 78.66999817 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
343400 20061001 89.98999786 Radian Guaranty 1.00E+17
456000 20061001 80 No MI 1.00E+17
952000 20061001 80 No MI 1.00E+17
648000 20061001 80 No MI 1.00E+17
650000 20061001 76.91999817 No MI 1.00E+17
292000 20061001 80 No MI 1.00E+17
293700 20061001 75.88999939 No MI 1.00E+17
334800 20061001 80 No MI 1.00E+17
193300 20061001 77.26999664 No MI 1.00E+17
163780 20061001 80 No MI 1.00E+17
375000 20061001 73.38999939 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
468000 20061001 80 No MI 1.00E+17
548000 20061001 80 No MI 1.00E+17
608000 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
532000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
204000 20061001 80 No MI 1.00E+17
516000 20061001 80 No MI 1.00E+17
296000 20061001 80 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
280000 20061001 80 No MI 1.00E+17
384000 20061001 80 No MI 1.00E+17
308000 20061001 80 No MI 1.00E+17
290876 20061001 80 No MI 1.00E+17
500000 20061001 76.91999817 No MI 1.00E+17
360000 20061001 79.12000275 No MI 1.00E+17
336000 20061001 80 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
588000 20061001 80 No MI 1.00E+17
576000 20061001 80 No MI
650000 20061001 71.81999969 No MI 1.00E+17
350000 20061001 64.80999756 No MI 1.00E+17
306000 20061001 76.5 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
735000 20061001 75 No MI 1.00E+17
497850 20061001 79.98999786 No MI 1.00E+17
550412 20061001 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
356000 20061001 80 No MI 1.00E+17
175000 20061001 74.15000153 No MI 1.00E+17
220800 20061001 80 No MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
170000 20061001 35.04999924 No MI 1.00E+17
650000 20061001 75.13999939 No MI 1.00E+17
204750 20061001 75 No MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
300000 20061001 49.18000031 No MI 1.00E+17
397250 20061001 70 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
309000 20061001 75 No MI 1.00E+17
417000 20061001 76.51000214 No MI 1.00E+17
658750 20061001 80 No MI 1.00E+17
559200 20061001 80 No MI 1.00E+17
447200 20061001 80 No MI 1.00E+17
413700 20061001 79.98999786 No MI 1.00E+17
256000 20061001 79.26000214 No MI 1.00E+17
296000 20061001 80 No MI 1.00E+17
399200 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
588000 20061001 80 No MI 1.00E+17
388000 20061001 80 No MI 1.00E+17
492000 20061001 80 No MI 1.00E+17
207000 20061001 90 PMI 1.00E+17
443700 20061001 90 GE Capital MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
640000 20061001 40 No MI 1.00E+17
135000 20061001 87.09999847 GE Capital MI 1.00E+17
275000 20061001 50 No MI 1.00E+17
317600 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
416000 20061001 80 No MI 1.00E+17
379200 20061001 80 No MI 1.00E+17
626200 20061001 79.98999786 No MI 1.00E+17
459000 20061001 70.62000275 No MI 1.00E+17
199000 20061001 56.86000061 No MI 1.00E+17
455200 20061001 80 No MI 1.00E+17
148800 20061001 80 No MI 1.00E+17
337600 20061001 80 No MI 1.00E+17
443800 20061001 75.86000061 No MI 1.00E+17
207850 20061001 79.98999786 No MI 1.00E+17
515950 20061001 80 No MI 1.00E+17
450000 20061001 66.37000275 No MI 1.00E+17
347200 20061001 76.98000336 No MI 1.00E+17
440000 20061001 62.86000061 No MI 1.00E+17
393750 20061001 75 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
605600 20061001 80 No MI 1.00E+17
423000 20061001 90 GE Capital MI 1.00E+17
520000 20061001 59.43000031 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
632000 20061001 80 No MI 1.00E+17
300000 20061001 58.81999969 No MI 1.00E+17
576000 20061001 80 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
584000 20061001 80 No MI 1.00E+17
604000 20061001 80 No MI 1.00E+17
164500 20061001 70 No MI 1.00E+17
260000 20061001 49.06000137 No MI 1.00E+17
416000 20061001 80 No MI 1.00E+17
183750 20061001 75 No MI 1.00E+17
328000 20061001 80 No MI 1.00E+17
592000 20061001 80 No MI 1.00E+17
179360 20061001 80 No MI 1.00E+17
529600 20061001 80 No MI 1.00E+17
468000 20061001 78.66000366 No MI 1.00E+17
438000 20061101 75 No MI 1.00E+17
445000 20061101 79.75 No MI 1.00E+17
319870 20061101 79.98999786 No MI 1.00E+17
272000 20061101 77.70999908 No MI 1.00E+17
534400 20061101 80 No MI 1.00E+17
449000 20061101 79.88999939 No MI 1.00E+17
212000 20061101 73.87000275 No MI 1.00E+17
372000 20061101 80 No MI 1.00E+17
156000 20061001 80 No MI 1.00E+17
310500 20061001 90 Mortgage Guaranty In 1.00E+17
387600 20061001 68 No MI 1.00E+17
500000 20061001 75.76000214 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
192000 20061001 80 No MI 1.00E+17
411580 20061001 80 No MI 1.00E+17
342796 20061001 80 No MI 1.00E+17
75000 20061001 75 No MI 1.00E+17
235125 20061001 95 Mortgage Guaranty In 1.00E+17
238400 20061001 80 No MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
624000 20061001 80 No MI 1.00E+17
198350 20061001 80 No MI 1.00E+17
322000 20061001 79.98000336 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
422400 20061001 80 No MI 1.00E+17
225000 20061001 62.5 No MI 1.00E+17
256000 20061001 80 No MI 1.00E+17
352000 20061001 80.91999817 PMI 1.00E+17
228000 20061001 80 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
340000 20061001 89.36000061 Mortgage Guaranty In 1.00E+17
330000 20061001 75 No MI 1.00E+17
380000 20061001 80 No MI 1.00E+17
276000 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
650000 20061001 71.43000031 No MI 1.00E+17
424800 20061001 72 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
620100 20061001 90 PMI 1.00E+17
232700 20061001 68.44000244 No MI 1.00E+17
190000 20061001 74.51000214 No MI
244000 20061001 76.25 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
432000 20061001 80 No MI 1.00E+17
292000 20061001 80 No MI 1.00E+17
226000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
392000 20061001 79.97000122 No MI
650000 20061001 79.37000275 No MI 1.00E+17
780000 20061001 80 No MI 1.00E+17
712500 20061001 75 No MI 1.00E+17
650000 20061001 67.70999908 No MI 1.00E+17
250000 20061001 64.94000244 No MI 1.00E+17
590700 20061001 69.48999786 No MI 1.00E+17
312000 20060801 80 No MI 1.00E+17
388000 20061001 80 No MI 1.00E+17
369600 20061001 80 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
500000 20060801 80 No MI 1.00E+17
403000 20060901 79.01999664 No MI 1.00E+17
320000 20060801 80 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
103600 20061001 64.94999695 No MI 1.00E+17
239920 20061101 80 No MI 1.00E+17
528000 20060901 80 No MI 1.00E+17
150000 20061101 24.79000092 No MI 1.00E+17
160000 20061001 79.59999847 No MI 1.00E+17
650000 20060901 73.86000061 No MI 1.00E+17
258750 20061001 75 No MI 1.00E+17
285000 20061001 39.04000092 No MI 1.00E+17
289352 20061001 80 No MI 1.46E+15
879000 20061001 70.31999969 No MI 1.00E+17
180450 20061001 90 Mortgage Guaranty In
176000 20061001 80 No MI 1.00E+17
420000 20061001 75 No MI 1.00E+17
168000 20061001 80 No MI 1.00E+17
160900 20061001 79.65000153 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
760000 20061001 80 No MI 1.00E+17
293600 20061001 80 No MI 1.00E+17
151400 20061001 74.94999695 No MI 1.00E+17
451200 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
528000 20061001 80 No MI 1.00E+17
140000 20061001 80 No MI 1.00E+17
160900 20061001 79.65000153 No MI 1.00E+17
184000 20061001 56.61999893 No MI 1.00E+17
300000 20061001 75 No MI 1.00E+17
405000 20061001 69.83000183 No MI 1.00E+17
580000 20061001 80 No MI 1.00E+17
472500 20061001 75 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
364000 20061101 80 No MI 1.00E+17
380000 20060801 80 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
572000 20060801 80 No MI 1.00E+17
500000 20060801 80 No MI 1.00E+17
330000 20061101 72.68000031 No MI 1.00E+17
255920 20061101 80 No MI 1.00E+17
285600 20061101 80 No MI 1.00E+17
344000 20061101 54.59999847 No MI 1.00E+17
529600 20061101 80 No MI 1.00E+17
234320 20061101 80 No MI 1.00E+17
271920 20061101 80 No MI 1.00E+17
300000 20061101 75 No MI 1.00E+17
650000 20061101 73.36000061 No MI
344800 20061101 80 No MI 1.00E+17
258400 20061101 80 No MI 1.00E+17
300000 20061101 80 No MI 1.00E+17
212000 20061101 80 No MI 1.00E+17
173011 20061101 80 No MI 1.00E+17
578796 20061101 80 No MI 1.00E+17
156000 20061101 80 No MI 1.00E+17
508000 20061101 80 No MI 1.00E+17
332000 20061101 80 No MI 1.00E+17
233600 20061101 80 No MI 1.00E+17
300000 20061101 30 No MI 1.00E+17
602700 20061101 80 No MI 1.00E+17
306400 20061101 80 No MI 1.00E+17
335629 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
479950 20061101 80 No MI
367396 20061101 80 No MI 1.00E+17
420000 20061101 80 No MI 1.00E+17
500000 20061101 71.43000031 No MI 1.00E+17
242400 20061101 80 No MI 1.00E+17
472000 20061101 80 No MI 1.00E+17
158500 20061101 79.25 No MI 1.00E+17
527200 20061101 80 No MI 1.00E+17
337600 20061101 80 No MI 1.00E+17
192000 20061101 80 No MI 1.00E+17
372000 20061101 80 No MI 1.00E+17
424000 20061101 80 No MI 1.00E+17
266560 20061101 80 No MI 1.00E+17
415200 20061101 80 No MI
476000 20061101 80 No MI 1.00E+17
220000 20061101 80 No MI 1.00E+17
292800 20061101 80 No MI 1.00E+17
456000 20061101 80 No MI 1.00E+17
318400 20061101 80 No MI 1.00E+17
149600 20061101 80 No MI 1.00E+17
420000 20061101 80 No MI 1.00E+17
396000 20061101 80 No MI 1.00E+17
552000 20061101 80 No MI
361600 20061101 80 No MI
383200 20061101 80 No MI 1.00E+17
261992 20061101 80 No MI 1.00E+17
448000 20061101 80 No MI 1.00E+17
380000 20061101 80 No MI 1.00E+17
344000 20061101 80 No MI 1.00E+17
426150 20061101 79.98999786 No MI 1.00E+17
307544 20061101 80 No MI 1.00E+17
1000000 20061101 73.26000214 No MI 1.00E+17
410400 20061101 80 No MI 1.00E+17
176000 20061101 80 No MI 1.00E+17
655100 20061101 80 No MI
416000 20061101 80 No MI 1.00E+17
254400 20061101 80 No MI 1.00E+17
284000 20061101 80 No MI 1.00E+17
404000 20061101 80 No MI 1.00E+17
116000 20061101 80 No MI 1.00E+17
280000 20061101 80 No MI 1.00E+17
190000 20061101 80 No MI 1.00E+17
354400 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
166400 20061101 80 No MI 1.00E+17
354400 20061101 80 No MI 1.00E+17
222400 20061101 80 No MI 1.00E+17
308000 20061101 80 No MI 1.00E+17
296000 20061101 80 No MI 1.00E+17
328000 20061101 80 No MI 1.00E+17
356800 20061101 80 No MI 1.00E+17
273000 20061101 79.81999969 No MI 1.00E+17
245600 20061101 80 No MI 1.00E+17
260000 20061101 80 No MI 1.00E+17
325120 20061101 80 No MI 1.00E+17
243750 20061101 75 No MI 1.00E+17
526550 20061101 80 No MI
240000 20060801 80 No MI 1.00E+17
114400 20061101 80 No MI 1.00E+17
348000 20061101 80 No MI 1.00E+17
168000 20061101 80 No MI 1.00E+17
437740 20061101 80 No MI
379200 20061101 80 No MI 1.00E+17
336000 20061101 80 No MI 1.00E+17
455200 20061101 80 No MI 1.00E+17
250000 20061101 80 No MI 1.00E+17
224000 20061101 80 No MI 1.00E+17
525600 20061101 80 No MI 1.00E+17
368000 20061101 80 No MI 1.00E+17
312400 20061101 80 No MI 1.00E+17
274400 20061101 80 No MI 1.00E+17
356000 20061101 80 No MI 1.00E+17
235200 20061101 80 No MI 1.00E+17
316000 20061101 80 No MI 1.00E+17
433000 20061101 78.01999664 No MI 1.00E+17
318320 20061101 80 No MI 1.00E+17
413600 20061101 80 No MI 1.00E+17
140000 20061101 77.81999969 No MI 1.00E+17
957000 20061101 75 No MI 1.00E+17
143920 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
200000 20061101 80 No MI 1.00E+17
1000000 20061101 66.66999817 No MI 1.00E+17
272000 20061101 80 No MI 1.00E+17
473800 20061101 80 No MI 1.00E+17
163920 20061101 80 No MI 1.00E+17
478668.8 20061101 80 No MI 1.00E+17
209500 20061101 71.01999664 No MI 1.00E+17
209600 20061101 80 No MI 1.00E+17
197000 20061101 67.47000122 No MI 1.00E+17
513600 20061101 80 No MI 1.00E+17
679000 20061101 70 No MI
223600 20061101 80 No MI 1.00E+17
342400 20061101 80 No MI 1.00E+17
463200 20061101 80 No MI 1.00E+17
125000 20061101 50.40000153 No MI 1.00E+17
270000 20061101 80 No MI 1.00E+17
416000 20061101 80 No MI 1.00E+17
372000 20061101 80 No MI 1.00E+17
392000 20061101 80 No MI 1.00E+17
148000 20061101 80 No MI 1.00E+17
480000 20061101 80 No MI 1.00E+17
256350 20061101 80 No MI 1.00E+17
227000 20061101 59.88999939 No MI 1.00E+17
204000 20061101 80 No MI 1.00E+17
448000 20061101 80 No MI 1.00E+17
181600 20061101 80 No MI 1.00E+17
296000 20061101 80 No MI 1.00E+17
304000 20061101 80 No MI 1.00E+17
576000 20061101 80 No MI
746250 20061101 75 No MI 1.00E+17
186400 20061101 80 No MI 1.00E+17
200000 20061101 80 No MI 1.00E+17
411000 20061001 62.27000046 No MI 1.00E+17
352000 20060801 80 No MI 1.00E+17
576000 20061001 79.88999939 No MI 1.00E+17
242320 20061001 80 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
368000 20061001 80 No MI 1.00E+17
356000 20061001 80 No MI 1.00E+17
82800 20060801 90 PMI 1.00E+17
136000 20061001 80 No MI 1.00E+17
180000 20061001 80 No MI 1.00E+17
186320 20061001 80 No MI
262425 20061001 75 No MI 1.00E+17
193600 20061001 80 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
592662 20061001 85 PMI 1.00E+17
312000 20061001 78.98999786 No MI 1.00E+17
520800 20061001 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
359900 20061001 80 No MI 1.00E+17
650000 20061001 67.70999908 No MI 1.00E+17
442000 20061001 79.93000031 No MI
204000 20061001 80 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
900000 20061001 75 No MI 1.00E+17
492000 20061001 80 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
401000 20061001 77.12000275 No MI 1.00E+17
492750 20061001 75 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
292000 20061001 80 No MI 1.00E+17
248000 20061001 80 No MI 1.00E+17
411300 20061001 79.98999786 No MI 1.00E+17
171920 20061001 80 No MI 1.00E+17
300000 20061001 71.43000031 No MI 1.00E+17
519900 20061001 80 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
352800 20061001 80 No MI
224050 20061001 80 No MI 1.00E+17
329600 20061001 80 No MI 1.00E+17
473600 20061001 80 No MI 1.00E+17
494320 20061001 80 No MI 1.00E+17
640000 20061001 75.29000092 No MI 1.00E+17
500000 20061001 60.24000168 No MI 1.00E+17
500000 20061001 79.37000275 No MI 1.00E+17
336000 20061001 80 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
336000 20061001 80 No MI 1.00E+17
416800 20061001 80 No MI 1.00E+17
192000 20061001 80 No MI 1.00E+17
260301 20061001 80 No MI 1.00E+17
148000 20061001 80 No MI 1.00E+17
325500 20061001 79.98000336 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
451000 20061001 80 No MI 1.00E+17
474250 20061001 80 No MI 1.00E+17
550600 20061001 80 No MI 1.00E+17
264000 20061001 80 No MI 1.00E+17
441750 20061001 75 No MI 1.00E+17
572000 20061001 80 No MI 1.00E+17
403000 20061001 62 No MI 1.00E+17
650000 20061001 78.87000275 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
392000 20061001 80 No MI 1.00E+17
672000 20061001 79.05999756 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
328000 20061001 80 No MI 1.00E+17
1000000 20061001 79.31999969 No MI 1.00E+17
159200 20061001 80 No MI 1.00E+17
790000 20061001 79 No MI 1.00E+17
299150 20061001 80 No MI 1.00E+17
204050 20061001 79.98999786 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
488000 20061001 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
536000 20061001 79.98999786 No MI 1.00E+17
444000 20061001 80 No MI 1.00E+17
258320 20061001 80 No MI 1.00E+17
417000 20061001 79.43000031 No MI 1.00E+17
264000 20061001 80 No MI 1.00E+17
498750 20061001 75 No MI 1.00E+17
343200 20061001 80 No MI 1.00E+17
688000 20061001 72.41999817 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
500000 20061001 79.37000275 No MI 1.00E+17
268000 20061001 80 No MI 1.00E+17
895000 20061001 55.93999863 No MI 1.00E+17
192000 20061001 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
320000 20061001 79.59999847 No MI 1.00E+17
299000 20061001 88.98999786 PMI 1.00E+17
588000 20061001 80 No MI 1.00E+17
300000 20061001 80 No MI 1.00E+17
268000 20061001 80 No MI 1.00E+17
340000 20061001 80 No MI 1.00E+17
156700 20061001 79.98999786 No MI 1.00E+17
390000 20061001 75 No MI 1.00E+17
147750 20061001 75 No MI 1.00E+17
193699 20061001 79.70999908 No MI 1.00E+17
264000 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
292500 20061001 90 United Guaranty 1.00E+17
165000 20061001 55 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
268000 20061001 80 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
296332 20061001 80 No MI 1.00E+17
125600 20061001 80 No MI 1.00E+17
415200 20061001 80 No MI 1.00E+17
444800 20061101 80 No MI 1.00E+17
151920 20061101 80 No MI 1.00E+17
416000 20061101 80 No MI 1.00E+17
420000 20061101 78.5 No MI 1.00E+17
120000 20061101 80 No MI 1.00E+17
160000 20061101 80 No MI 1.00E+17
256000 20061101 80 No MI 1.00E+17
376000 20061101 80 No MI 1.00E+17
324000 20061101 80 No MI 1.00E+17
644000 20061101 80 No MI 1.00E+17
350800 20061101 80 No MI 1.00E+17
413600 20061101 80 No MI 1.00E+17
632000 20061101 80 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
650000 20061001 50.27000046 No MI 1.00E+17
196000 20061001 80 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
532000 20061001 80 No MI 1.00E+17
560400 20061001 80 No MI 1.00E+17
338000 20061001 79.98999786 No MI 1.00E+17
439600 20061001 80 No MI 1.00E+17
237600 20061001 80 No MI 1.00E+17
508800 20061001 80 No MI 1.00E+17
350000 20061001 51.84999847 No MI 1.00E+17
164268 20061001 80 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
680000 20061001 80 No MI 1.00E+17
272000 20061001 80 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
164268 20061001 80 No MI 1.00E+17
308000 20061001 80 No MI 1.00E+17
500000 20061001 79.37000275 No MI 1.00E+17
200000 20061001 80 No MI 1.00E+17
207900 20061001 79.98999786 No MI 1.00E+17
410000 20061001 74.55000305 No MI 1.00E+17
334680 20061001 80 No MI 1.00E+17
406400 20061001 80 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
384300 20061001 70 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
233600 20061001 80 No MI 1.00E+17
267920 20061001 80 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
275550 20061001 79.98999786 No MI 1.00E+17
116250 20061001 75 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
212000 20061001 80 No MI 1.00E+17
528000 20061001 76.51999664 No MI 1.00E+17
418400 20061001 75.38999939 No MI 1.00E+17
265000 20061001 55.20999908 No MI 1.00E+17
163920 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
387000 20061001 90 PMI 1.00E+17
297000 20061001 75 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
163520 20061001 80 No MI 1.00E+17
632000 20061001 80 No MI 1.00E+17
1000000 20061001 80 No MI 1.00E+17
212000 20061001 80 No MI 1.00E+17
108000 20061001 45 No MI 1.00E+17
320800 20061001 80 No MI 1.00E+17
220160 20061001 80 No MI 1.00E+17
528000 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI
289500 20061001 75 No MI 1.00E+17
624000 20061001 80 No MI 1.00E+17
340000 20061001 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
240000 20061001 53.33000183 No MI 1.00E+17
484000 20061001 80 No MI 1.00E+17
288000 20061001 80 No MI
90000 20061001 75 No MI 1.00E+17
508000 20061001 80 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
243200 20061001 80 No MI 1.00E+17
238400 20061001 78.68000031 No MI 1.00E+17
415960 20061001 80 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
500000 20061001 78.12999725 No MI 1.00E+17
272000 20061001 80 No MI 1.00E+17
320000 20061001 67.51000214 No MI 1.00E+17
688000 20061001 80 No MI 1.00E+17
379600 20061001 80 No MI 1.00E+17
484000 20061001 80 No MI 1.00E+17
650000 20061001 73.86000061 No MI 1.00E+17
432000 20061001 80 No MI 1.00E+17
324000 20061001 80 No MI 1.00E+17
625600 20061001 80 No MI 1.00E+17
550000 20061001 68.75 No MI 1.00E+17
447200 20061001 80 No MI 1.00E+17
189000 20061001 75 No MI 1.00E+17
420000 20061001 80 No MI
109450 20061001 74.98999786 No MI 1.00E+17
469200 20061001 80 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
207200 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
348000 20061001 80 No MI 1.00E+17
392000 20061001 80 No MI 1003857-0000917754
300000 20061001 80 No MI 1.00E+17
548000 20061001 80 No MI 1.00E+17
416250 20061001 75 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
488000 20061001 80 No MI 1.00E+17
248000 20061001 80 No MI 1.00E+17
188000 20061001 79.31999969 No MI 1.00E+17
180000 20061001 47.36999893 No MI 1.00E+17
242100 20061001 90 GE Capital MI 1.00E+17
444800 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
608000 20061001 80 No MI 1.00E+17
268800 20061001 76.80000305 No MI 1.00E+17
165000 20061001 75 No MI 1.00E+17
185592 20061001 80 No MI 1.00E+17
584000 20061001 80 No MI 1.00E+17
280800 20061001 90 PMI 1.00E+17
230400 20061001 80 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
530423 20061001 80 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
500000 20061001 69.93000031 No MI 1.00E+17
285000 20061001 71.25 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
228000 20061001 80 No MI 1.00E+17
616000 20061001 80 No MI
400000 20061001 54.20000076 No MI 1.00E+17
360000 20061001 55.38000107 No MI 1.00E+17
487200 20061001 80 No MI 1.00E+17
287900 20061001 79.97000122 No MI 1.00E+17
650000 20061001 71.43000031 No MI 1.00E+17
176000 20061001 80 No MI
239122 20061001 80 No MI 1.00E+17
279200 20061001 80 No MI 1.00E+17
3000000 20061001 54.79000092 No MI 1.00E+17
300000 20061001 80 No MI 1.00E+17
303000 20061001 79.73999786 No MI 1.00E+17
1000000 20061001 60.61000061 No MI 1.00E+17
354400 20061001 80 No MI 1.00E+17
333374 20061101 80 No MI 1.00E+17
516000 20061101 80 No MI 1.00E+17
282400 20061101 80 No MI 1.00E+17
460000 20061101 80 No MI 1.00E+17
127200 20061101 80 No MI 1.00E+17
388000 20061101 80 No MI 1.00E+17
248000 20061101 80 No MI 1.00E+17
508000 20061101 80 No MI 1.00E+17
365600 20061101 80 No MI 1.00E+17
132000 20061101 80 No MI 1.00E+17
236000 20061101 80 No MI 1.00E+17
723200 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
544000 20061101 80 No MI 1.00E+17
192000 20061101 80 No MI 1.00E+17
384000 20061101 80 No MI 1.00E+17
556000 20061101 80 No MI 1.00E+17
504000 20061101 80 No MI 1.00E+17
504000 20061101 80 No MI 1.00E+17
282400 20061101 80 No MI 1.00E+17
718000 20061101 58.22999954 No MI 1.00E+17
336000 20061101 80 No MI 1.00E+17
332000 20061101 80 No MI 1.00E+17
524000 20061101 80 No MI 1.00E+17
559200 20061101 80 No MI 1.00E+17
376000 20061101 80 No MI 1.00E+17
487200 20061101 80 No MI 1.00E+17
512000 20061101 80 No MI 1.00E+17
261600 20061101 80 No MI
214200 20061001 79.98999786 No MI 1.00E+17
350300 20061101 80 No MI 1.00E+17
116250 20061101 75 No MI 1.00E+17
524000 20061101 80 No MI 1.00E+17
324000 20061101 80 No MI 1.00E+17
179200 20061101 80 No MI 1.00E+17
184000 20061101 80 No MI 1.00E+17
408000 20061101 80 No MI 1.00E+17
220752 20061101 80 No MI 1.00E+17
344000 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI
268000 20061101 80 No MI 1.00E+17
375200 20061101 80 No MI 1.00E+17
329600 20061101 80 No MI 1.00E+17
337250 20061101 79.98999786 No MI 1.00E+17
668000 20061101 78.12999725 No MI 1.00E+17
208000 20061101 80 No MI 1.00E+17
156800 20061101 80 No MI
224000 20061101 80 No MI 1.00E+17
468000 20061101 80 No MI 1.00E+17
352000 20061101 80 No MI 1.00E+17
249600 20061101 80 No MI 1.00E+17
420400 20061101 80 No MI 1.00E+17
178614 20061001 80 No MI 1.00E+17
264000 20061101 80 No MI 1.00E+17
403600 20061101 80 No MI 1.00E+17
463200 20061001 78.51000214 No MI 1.00E+17
234400 20061101 80 No MI 1.00E+17
176000 20061001 80 No MI 1.00E+17
428800 20061101 80 No MI 1.00E+17
264000 20061101 80 No MI 1.00E+17
424000 20061101 80 No MI 1.00E+17
294400 20061101 80 No MI 1.00E+17
376000 20061101 80 No MI 1.00E+17
488000 20061101 80 No MI 1.00E+17
380000 20061101 80 No MI 1.00E+17
135200 20061101 80 No MI 1.00E+17
388000 20061101 80 No MI 1.00E+17
500000 20061101 74.68000031 No MI 1.00E+17
113600 20061101 80 No MI 1.00E+17
225000 20061101 56.25 No MI 1.00E+17
340000 20061101 80 No MI 1.00E+17
427500 20061101 75 No MI 1.00E+17
484000 20061101 80 No MI 1.00E+17
438800 20061101 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
189000 20061001 70 No MI 1.00E+17
608000 20061101 80 No MI 1.00E+17
522400 20061101 80 No MI 1.00E+17
371200 20061101 80 No MI 1.00E+17
644000 20061101 77.58999634 No MI
424000 20061101 80 No MI
351200 20061101 80 No MI 1.00E+17
487200 20061101 80 No MI 1.00E+17
281523 20061101 73.12000275 No MI 1.00E+17
217500 20061101 75 No MI 1.00E+17
193800 20061101 79.98000336 No MI 1.00E+17
286800 20061101 80 No MI 1.00E+17
711200 20061101 80 No MI 1.00E+17
280000 20061101 80 No MI 1.00E+17
622350 20061101 75 No MI 1.00E+17
243920 20061101 80 No MI 1.00E+17
315992 20061101 80 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
248000 20061101 80 No MI 1.00E+17
412500 20061101 75 No MI 1.00E+17
487200 20061101 80 No MI 1.00E+17
263200 20061101 80 No MI 1.00E+17
232000 20061101 80 No MI 1.00E+17
328000 20061101 80 No MI
489600 20061101 80 No MI 1.00E+17
271200 20061101 80 No MI
376800 20061101 80 No MI
367200 20061001 80 No MI
396000 20061101 80 No MI 1.00E+17
341036 20061101 80 No MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
776000 20061001 80 No MI 1.00E+17
379700 20061001 79.98999786 No MI 1.00E+17
612000 20061001 80 No MI 1.00E+17
620000 20061001 80 No MI 1.00E+17
243750 20061001 75 No MI 1.00E+17
956250 20061001 75 No MI
400000 20061001 80 No MI 1.00E+17
650000 20061001 77.83999634 No MI 1.00E+17
308000 20061001 78.56999969 No MI 1.00E+17
295000 20061001 54.13000107 No MI 1.00E+17
287000 20061001 79.72000122 No MI 1.00E+17
397600 20061001 80 No MI 1.00E+17
410000 20061001 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
382500 20061001 90 Mortgage Guaranty In 1.00E+17
895150 20061001 80 No MI 1.00E+17
190999 20061001 79.58000183 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
323200 20061001 80 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
472000 20060901 80 No MI 1.00E+17
445000 20061001 71.76999664 No MI 1.00E+17
164800 20061001 80 No MI 1.00E+17
633750 20061001 75 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
200000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
265000 20061001 73 No MI 1.00E+17
121800 20061001 70 No MI 1.00E+17
255400 20061001 80 No MI 1.00E+17
376000 20061001 80 No MI 1.00E+17
222914 20061001 80 No MI 1.00E+17
528000 20060901 80 No MI 1.00E+17
179920 20061001 80 No MI 1.00E+17
340000 20061001 80 No MI 1.00E+17
420000 20061001 75 No MI 1.00E+17
188000 20061001 78.66000366 No MI 1.00E+17
404000 20061001 80 No MI 1.00E+17
733817 20061001 80 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
219000 20061001 75 No MI 1.00E+17
485950 20061001 80 No MI 1.00E+17
127400 20061001 74.98999786 No MI 1.00E+17
300000 20061001 80 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
255900 20061001 79.98999786 No MI 1.00E+17
296000 20061001 80 No MI 1.00E+17
1230000 20061001 64.73999786 No MI 1.00E+17
432000 20061001 80 No MI 1.00E+17
432000 20061001 86.56999969 PMI 1.00E+17
325000 20061001 65 No MI 1.00E+17
348000 20061001 85.93000031 PMI 1.00E+17
340000 20061001 80 No MI 1.00E+17
200000 20061001 31.01000023 No MI 1.00E+17
456000 20061001 80 No MI
440000 20061001 61.54000092 No MI 1.00E+17
259120 20061001 80 No MI 1.00E+17
237000 20061001 74.05999756 No MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
264800 20061001 80 No MI 1.00E+17
488000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
412000 20061001 80 No MI 1.00E+17
556000 20061001 80 No MI 1.00E+17
92000 20061001 43.40000153 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
237200 20061001 80 No MI 1.00E+17
262500 20061001 70 No MI 1.00E+17
200000 20061001 80 No MI 1.00E+17
417000 20061001 78.59999847 No MI 1.00E+17
373600 20061001 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
358000 20061101 80 No MI 1.00E+17
556000 20061101 80 No MI 1.00E+17
183200 20061001 80 No MI 1.00E+17
308000 20061101 80 No MI 1.00E+17
328000 20061101 80 No MI
493214 20061101 80 No MI 1.00E+17
221000 20061101 65 No MI 1.00E+17
655000 20061101 74.86000061 No MI 1.00E+17
448350 20061101 80 No MI 1.00E+17
620000 20061101 80 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
500000 20061001 80 No MI
432792 20061101 80 No MI 1.00E+17
616000 20061101 80 No MI 1.00E+17
492000 20061001 80 No MI 1.00E+17
379450 20061101 80 No MI 1.00E+17
462645 20061001 80 No MI 1.00E+17
453600 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
332000 20061101 80 No MI 1.00E+17
156800 20061101 80 No MI 1.00E+17
302000 20061101 64.94999695 No MI 1.00E+17
272000 20061101 80 No MI 1.00E+17
172000 20061101 80 No MI 1.00E+17
392000 20061101 80 No MI 1.00E+17
551110 20061101 80 No MI 1.00E+17
215128 20061101 80 No MI 1.00E+17
356800 20061101 80 No MI 1.00E+17
380000 20061001 80 No MI 1.00E+17
519200 20061101 80 No MI
196000 20061101 80 No MI 1.00E+17
456000 20061101 80 No MI 1.00E+17
391200 20061101 80 No MI 1.00E+17
382400 20061101 80 No MI 1.00E+17
344000 20061101 80 No MI 1.00E+17
203000 20061101 68.80999756 No MI 1.00E+17
960000 20061101 80 No MI 1.00E+17
300000 20061001 44.43999863 No MI 1.00E+17
480000 20061101 80 No MI 1.00E+17
334000 20061101 61.56999969 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
296000 20061101 80 No MI 1.00E+17
444000 20061101 80 No MI 1.00E+17
600000 20061101 80 No MI 1.00E+17
340000 20061101 80 No MI 1.00E+17
448000 20061101 80 No MI 1.00E+17
249920 20061101 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
383920 20061101 80 No MI 1.00E+17
429600 20061001 80 No MI 1.00E+17
536000 20061101 80 No MI 1.00E+17
439200 20061101 80 No MI 1.00E+17
381469 20061001 80 No MI 1.00E+17
487500 20061101 75 No MI 1.00E+17
993000 20061101 75 No MI 1.00E+17
476000 20061101 80 No MI 1.00E+17
176000 20061101 80 No MI 1.00E+17
422240 20061101 80 No MI 1.00E+17
419550 20061101 79.98999786 No MI 1.00E+17
287200 20061101 80 No MI 1.00E+17
349600 20061101 80 No MI 1.00E+17
454400 20061101 80 No MI 1.00E+17
404000 20061101 80 No MI 1.00E+17
198000 20061001 79.19999695 No MI
290000 20061101 76.31999969 No MI 1.00E+17
290000 20061101 68.23999786 No MI 1.00E+17
326444 20061101 80 No MI 1.00E+17
342500 20061001 58.65000153 No MI 1.00E+17
468000 20061101 80 No MI 1.00E+17
270000 20061101 75 No MI 1.00E+17
424000 20061101 80 No MI 1.00E+17
378750 20061101 67.04000092 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
400000 20061101 78.43000031 No MI 1.00E+17
416000 20061101 80 No MI 1.00E+17
384000 20061101 80 No MI 1.00E+17
350319 20061101 80 No MI 1.00E+17
312000 20061101 80 No MI 1.00E+17
473520 20061101 80 No MI 1.00E+17
289486.4 20061101 80 No MI 1.00E+17
344150 20061101 79.98999786 No MI 1.00E+17
484100 20061101 80 No MI 1.00E+17
393000 20061101 79.98999786 No MI 1.00E+17
428000 20061101 80 No MI 1.00E+17
297600 20061101 80 No MI 1.00E+17
404800 20061101 80 No MI 1.00E+17
389452 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
198000 20061101 79.19999695 No MI 1.00E+17
360000 20061101 80 No MI 1.00E+17
208000 20061101 75.63999939 No MI 1.00E+17
232000 20061101 80 No MI 1.00E+17
200000 20061101 80 No MI 1.00E+17
708000 20061101 80 No MI 1.00E+17
324000 20061001 80 No MI 1.00E+17
650000 20061101 78.87999725 No MI 1.00E+17
200000 20061101 80 No MI 1.00E+17
267250 20061101 80 No MI 1.00E+17
201600 20061101 80 No MI 1.00E+17
292400 20061101 80 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
559000 20061001 65 No MI 1.00E+17
593600 20061001 80 No MI 1.00E+17
483750 20061101 75 No MI 1.00E+17
316000 20061101 80 No MI 1.00E+17
248000 20061101 80 No MI
350400 20061101 80 No MI 1.00E+17
186400 20061101 80 No MI 1.00E+17
419600 20061101 76.98999786 No MI 1.00E+17
280000 20061101 71.79000092 No MI 1.00E+17
272500 20061101 78.98999786 No MI 1.00E+17
440000 20061101 80 No MI 1.00E+17
292000 20061101 80 No MI 1.00E+17
494400 20061101 80 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
460000 20061101 80 No MI 1.00E+17
323400 20061101 74.33999634 No MI 1.00E+17
415600 20061101 80 No MI 1.00E+17
198320 20061101 80 No MI 1.00E+17
539144 20061101 80 No MI 1.00E+17
276000 20061101 80 No MI 1.00E+17
439200 20061101 80 No MI 1.00E+17
600000 20061101 75 No MI
344000 20061101 80 No MI 1.00E+17
180000 20061001 80 No MI 1.00E+17
216000 20061101 80 No MI 1.00E+17
208000 20061101 80 No MI 1.00E+17
325800 20061101 80 No MI 1.00E+17
428800 20061101 80 No MI
156000 20061101 80 No MI 1.00E+17
631200 20061101 80 No MI 1.00E+17
395000 20061101 53.38000107 No MI 1.00E+17
510400 20061001 80 No MI
685200 20061101 79.98999786 No MI 1.00E+17
479000 20061101 74.83999634 No MI 1.00E+17
271200 20061101 80 No MI 1.00E+17
268000 20061001 77.68000031 No MI 1.00E+17
197600 20061001 80 No MI 1.00E+17
318000 20061001 79.90000153 No MI 1.00E+17
408000 20061001 80 No MI 1.00E+17
423000 20061101 64.08999634 No MI 1.00E+17
377500 20061101 79.98999786 No MI 1.00E+17
252000 20061001 60 No MI 1.00E+17
328000 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
428000 20061101 80 No MI 1.00E+17
564000 20061101 80 No MI 1.00E+17
497121 20061101 80 No MI 1.00E+17
310000 20061101 59.61999893 No MI 1.00E+17
563200 20061101 80 No MI 1.00E+17
328000 20061101 80 No MI 1.00E+17
384000 20061101 80 No MI 1.00E+17
303950 20061101 79.98999786 No MI 1.00E+17
300000 20061101 80 No MI 1.00E+17
450000 20061001 64.29000092 No MI 1.00E+17
580000 20061101 80 No MI 1.00E+17
615992 20061101 80 No MI 1.00E+17
312000 20061101 80 No MI 1.00E+17
540000 20061001 80 No MI
170030 20061101 70 No MI 1.00E+17
400000 20061101 80 No MI
249600 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
456000 20061101 80 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
224000 20061101 80 No MI 1.00E+17
423120 20061101 80 No MI 1.00E+17
207920 20061101 80 No MI 1.00E+17
560000 20061101 80 No MI 1.00E+17
181600 20061101 80 No MI 1.00E+17
650000 20061101 79.75 No MI 1.00E+17
393750 20061101 75 No MI
340800 20061101 80 No MI
380000 20061101 80 No MI 1.00E+17
376000 20060701 80 No MI 1.00E+17
551600 20061101 79.59999847 No MI 1.00E+17
425600 20061001 80 No MI 1.00E+17
244000 20061101 60.25 No MI 1.00E+17
123200 20061101 80 No MI 1.00E+17
340000 20061101 77.26999664 No MI 1.00E+17
295200 20061001 80 No MI 1.00E+17
508150 20061001 80 No MI 1.00E+17
197600 20061101 80 No MI 1.00E+17
1540000 20061101 70 No MI 1.00E+17
340000 20060601 80 No MI 1.00E+17
312000 20061101 80 No MI 1.00E+17
615000 20061101 75 No MI 1.00E+17
452000 20061101 80 No MI 1.00E+17
278335 20061001 79.51999664 No MI 1.00E+17
200000 20061101 80 No MI 1.00E+17
172000 20061101 80 No MI 1.00E+17
364000 20061101 80 No MI 1.00E+17
528000 20061101 79.63999939 No MI 1.00E+17
488000 20061101 80 No MI 1.00E+17
202000 20061001 80 No MI 1.00E+17
479020 20061101 80 No MI 1.00E+17
210000 20061101 75 No MI 1.00E+17
399000 20061001 79.80000305 No MI 1.00E+17
416000 20061101 80 No MI 1.00E+17
568000 20061101 80 No MI 1.00E+17
122350 20061001 79.97000122 No MI 1.00E+17
460000 20061101 80 No MI 1.00E+17
1680000 20061101 70 No MI 1.00E+17
365121 20061001 80 No MI 1.00E+17
608000 20061101 80 No MI 1.00E+17
348000 20061101 80 No MI 1.00E+17
524000 20061101 80 No MI 1.00E+17
275000 20061001 57.88999939 No MI 1.00E+17
393600 20061101 80 No MI 1.00E+17
420000 20061001 80 No MI
485000 20061101 77.23000336 No MI
327600 20061101 80 No MI 1.00E+17
364750 20061101 79.98999786 No MI 1.00E+17
228000 20061101 80 No MI 1.00E+17
123000 20061101 69.88999939 No MI 1.00E+17
244000 20061101 80 No MI 1.00E+17
282320 20061101 80 No MI 1.00E+17
368000 20061101 80 No MI 1.00E+17
360977 20061101 80 No MI
496000 20061101 80 No MI 1.00E+17
119800 20061101 22.81999969 No MI 1.00E+17
480000 20061101 80 No MI 1.00E+17
231400 20061101 79.98999786 No MI 1.00E+17
496000 20061001 80 No MI
380000 20061001 79.75 No MI 1.00E+17
360000 20061101 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
280000 20061101 80 No MI 1.00E+17
716000 20061101 80 No MI 1.00E+17
319960 20061101 80 No MI 1.00E+17
465000 20061101 75 No MI 1.00E+17
248000 20061101 80 No MI 1.00E+17
249600 20061101 80 No MI 1.00E+17
397920 20061101 80 No MI 1.00E+17
292000 20061101 80 No MI 1.00E+17
364000 20061001 65 No MI 1.00E+17
444500 20061001 70 No MI 1.00E+17
436000 20061101 80 No MI 1.00E+17
532000 20061101 80 No MI
240000 20061101 80 No MI 1.00E+17
344000 20061101 80 No MI 1.00E+17
131000 20061101 40.93999863 No MI 1.00E+17
316000 20061101 80 No MI 1.00E+17
112000 20061101 80 No MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
152000 20061101 80 No MI 1.00E+17
316000 20061001 80 No MI 1.00E+17
479200 20061101 80 No MI 1.00E+17
352000 20061101 80 No MI 1.00E+17
320000 20061001 69.56999969 No MI 1.00E+17
404000 20061101 80 No MI 1.00E+17
292000 20061101 80 No MI 1.00E+17
548000 20061001 80 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
468000 20061001 80 No MI 1.00E+17
389600 20061001 80 No MI
384000 20061101 80 No MI 1.00E+17
202040 20061001 80 No MI 1.00E+17
323200 20061101 80 No MI
427200 20061101 80 No MI 1.00E+17
210675 20061101 80 No MI 1.00E+17
270000 20061001 66.83000183 No MI 1.00E+17
368000 20061101 80 No MI 1.00E+17
428800 20061101 80 No MI 1.00E+17
648000 20061101 80 No MI 1.00E+17
320000 20061101 64.65000153 No MI 1.00E+17
215200 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
519840 20061101 80 No MI 1.00E+17
424000 20061101 80 No MI 1.00E+17
329920 20061001 80 No MI 1.00E+17
287200 20061101 80 No MI 1.00E+17
588000 20061101 80 No MI 1.00E+17
459160 20061101 80 No MI 1.00E+17
432000 20061101 80 No MI 1.00E+17
623200 20061001 80 No MI 1.00E+17
476000 20061101 80 No MI 1.00E+17
359960 20061101 80 No MI 1.00E+17
588000 20061001 80 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
321600 20061101 80 No MI 1.00E+17
476000 20061101 65.66000366 No MI 1.00E+17
148000 20061001 80 No MI 1.00E+17
288000 20061101 80 No MI 1.00E+17
247500 20061101 75 No MI 1.00E+17
280800 20061101 80 No MI 1.00E+17
413600 20060801 80 No MI
712500 20061001 75 No MI 1.00E+17
304000 20060901 80 No MI 1.00E+17
372000 20061101 80 No MI 1.00E+17
236000 20061101 80 No MI 1.00E+17
169600 20060701 80 No MI 1.00E+17
345200 20060701 80 No MI 1.00E+17
399000 20061101 79.95999908 No MI
1331250 20061001 72.47000122 No MI 1.00E+17
359920 20061101 80 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
512500 20061001 78.84999847 No MI 1.00E+17
379000 20061101 69.66999817 No MI 1.00E+17
264000 20061101 80 No MI 1.00E+17
195000 20061101 69.63999939 No MI 1.00E+17
316000 20061101 80 No MI 1.00E+17
495000 20061101 75 No MI 1.00E+17
236000 20061001 80 No MI 1.00E+17
296797 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
379000 20061101 78.13999939 No MI 1.00E+17
388000 20061101 80 No MI 1.00E+17
500000 20061101 80 No MI 1.00E+17
204000 20061001 80 No MI
349600 20061001 80 No MI 1.00E+17
389000 20061101 77.80000305 No MI 1.00E+17
471920 20061001 80 No MI
424000 20061001 80 No MI
252000 20061001 79.62000275 No MI 1.00E+17
194000 20061001 80 No MI 1.00E+17
234400 20061001 80 No MI 1.00E+17
975000 20061001 75 No MI 1.00E+17
207200 20061001 80 No MI 1.00E+17
340000 20061001 80 No MI
650000 20061101 76.47000122 No MI 1.00E+17
228000 20061001 80 No MI 1.00E+17
342400 20061101 79.98999786 No MI 1.00E+17
211000 20061101 67.19999695 No MI 1.00E+17
460000 20061101 80 No MI 1.00E+17
178320 20061101 80 No MI 1.00E+17
580000 20061001 80 No MI 1.00E+17
180000 20061001 80 No MI 1.00E+17
348100 20061101 80 No MI 1.00E+17
349600 20061101 80 No MI 1.00E+17
431250 20061001 75 No MI
391016 20061101 80 No MI 1.00E+17
216000 20061101 80 No MI 1.00E+17
476000 20061001 79.59999847 No MI 1.00E+17
400000 20061101 80 No MI 1.00E+17
574400 20061001 80 No MI 1.00E+17
332950 20061101 79.98999786 No MI 1.00E+17
276000 20061001 80 No MI 1.00E+17
650400 20061001 80 No MI 1.00E+17
288400 20061101 80 No MI 1.00E+17
508800 20061101 80 No MI 1.00E+17
147200 20061101 80 No MI 1.00E+17
152000 20061101 80 No MI 1.00E+17
185600 20061101 80 No MI 1.00E+17
297500 20061101 79.97000122 No MI 1.00E+17
181600 20061101 80 No MI 1.00E+17
152800 20061101 80 No MI 1.00E+17
544000 20061101 80 No MI
596800 20061001 80 No MI 1.00E+17
196000 20061101 80 No MI 1.00E+17
562252 20061101 80 No MI 1.00E+17
370000 20061001 49.33000183 No MI 1.00E+17
540000 20061101 80 No MI 1.00E+17
348000 20061101 80 No MI 1.00E+17
440000 20061001 80 No MI
424000 20061001 80 No MI
234400 20061001 80 No MI 1.00E+17
237600 20061101 80 No MI 1.00E+17
813750 20061101 75 No MI
456000 20061101 80 No MI 1.00E+17
279200 20061001 80 No MI 1.00E+17
93600 20061101 80 No MI 1.00E+17
294400 20061001 80 No MI 1.00E+17
247768 20061001 80 No MI 1.00E+17
232000 20061101 80 No MI 1.00E+17
582400 20061001 80 No MI 1.00E+17
316000 20061001 80 No MI
472000 20061101 80 No MI 1.00E+17
177600 20061001 80 No MI 1.00E+17
500000 20061001 78.73999786 No MI 1.00E+17
265000 20061001 62.5 No MI 1.00E+17
151500 20061001 79.77999878 No MI 1.00E+17
500000 20061001 79.37000275 No MI 1.00E+17
168000 20061001 80 No MI 1.00E+17
190000 20061001 77.55000305 No MI 1.00E+17
365000 20061001 73.44000244 No MI 1.00E+17
426640 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
400000 20061001 68.37999725 No MI 1.00E+17
489000 20061001 79.76999664 No MI 1.00E+17
650000 20061001 71.04000092 No MI 1.00E+17
492000 20061001 80 No MI 1.00E+17
356250 20061001 75 No MI 1.00E+17
292000 20061001 80 No MI 1.00E+17
311000 20061001 84.05000305 GE Capital MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
650000 20061001 76.83000183 No MI 1.00E+17
521600 20061001 80 No MI 1.00E+17
312000 20061001 80 No MI 1.00E+17
131900 20061001 79.94000244 No MI 1.00E+17
248000 20061001 80 No MI 1.00E+17
276000 20061001 75.62000275 No MI 1.00E+17
374400 20061001 80 No MI 1.00E+17
449600 20061001 80 No MI 1.00E+17
161000 20061001 66.26000214 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
1000000 20061001 60.61000061 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
174300 20061001 79.95999908 No MI 1.00E+17
156000 20061001 80 No MI
399500 20061001 79.90000153 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
464000 20060901 80 No MI 1.00E+17
436000 20060801 79.26999664 No MI 1.00E+17
548000 20060901 80 No MI 1.00E+17
290000 20061001 80 No MI 1.00E+17
404000 20061001 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
412000 20061001 80 No MI 1.00E+17
377180 20061001 80 No MI 1.00E+17
750000 20061001 75 No MI 1.00E+17
479000 20060901 79.83000183 No MI 1.00E+17
648000 20061001 80 No MI 1.00E+17
208372 20060701 80 No MI 1.00E+17
418500 20061001 90 GE Capital MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
1000000 20061001 67.33999634 No MI 1.00E+17
500000 20061001 76.80000305 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
500000 20061001 75.76000214 No MI 1.00E+17
302925 20061001 75 No MI 1.00E+17
267000 20061001 75 No MI 1.00E+17
608720 20061001 80 No MI 1.00E+17
360452.8 20061001 80 No MI 1.00E+17
405000 20061001 75 No MI 1.00E+17
650000 20061001 77.19999695 No MI 1.00E+17
416000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
313348 20061001 80 No MI 1.00E+17
324000 20061001 80 No MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
200000 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
100400 20061001 80 No MI 1.00E+17
240000 20061001 80 No MI
464400 20061001 80 No MI 1.00E+17
225000 20061001 88.23999786 Mortgage Guaranty In 1.00E+17
552000 20061001 80 No MI 1.00E+17
377000 20061001 69.80999756 No MI 1.00E+17
607500 20061001 75 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
269850 20061001 79.98999786 No MI 1.00E+17
280000 20061001 80 No MI 1.00E+17
238000 20061001 85 PMI 1.00E+17
334750 20061001 65 No MI 1.00E+17
584000 20061001 80 No MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
172000 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
608000 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
432900 20061001 74 No MI 1.00E+17
500000 20061001 58.13999939 No MI 1.00E+17
128000 20061001 80 No MI 1.00E+17
455000 20061001 79.81999969 No MI 1.00E+17
180000 20061001 90 PMI
425600 20061001 80 No MI 1.00E+17
128100 20061001 70 No MI 1.00E+17
270000 20061001 90 GE Capital MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
324000 20061001 90 GE Capital MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
344000 20061001 80 No MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
432000 20061001 80 No MI 1.00E+17
578400 20061001 80 No MI 1.00E+17
315000 20061001 87.5 United Guaranty 1.00E+17
417000 20061001 79.43000031 No MI 1.00E+17
496000 20061001 80 No MI
328000 20061001 89.86000061 United Guaranty 1.00E+17
424000 20061001 80 No MI 1.00E+17
314720 20061001 80 No MI 1.00E+17
500000 20061001 79.44999695 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
252261 20061001 80 No MI 1.00E+17
368000 20061001 80 No MI 1.00E+17
408000 20061001 80 No MI 1.00E+17
548840 20061001 80 No MI 1.00E+17
160000 20061001 71.11000061 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
516000 20060901 80 No MI
321600 20061001 80 No MI 1.00E+17
373600 20061001 80 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
576000 20061001 80 No MI 1.00E+17
648000 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
340000 20061001 80 No MI
388000 20061001 79.18000031 No MI 1.00E+17
365000 20061001 79.34999847 No MI 1.00E+17
416250 20061001 75 No MI 1.00E+17
210400 20061001 79.40000153 No MI 1.00E+17
263644 20061001 80 No MI 1.00E+17
1000000 20061001 73.23000336 No MI 1.00E+17
576000 20061001 80 No MI 1.00E+17
480000 20061001 61.15000153 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
336000 20061001 80 No MI 1.00E+17
115000 20061001 79.30999756 No MI 1.00E+17
178400 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI
799200 20061001 80 No MI 1.00E+17
309600 20061001 80 No MI 1.00E+17
362400 20061001 80 No MI 1.00E+17
277200 20061001 90 PMI 1.00E+17
270000 20061001 88.51999664 PMI 1.00E+17
384000 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
978750 20061001 75 No MI 1.00E+17
224000 20061001 80 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
280000 20061001 80 No MI 1.00E+17
500000 20061001 75.19000244 No MI 1.00E+17
208000 20061001 55.47000122 No MI 1.00E+17
240000 20061001 80 No MI 1.00E+17
189600 20061001 80 No MI 1.00E+17
178800 20061001 77.06999969 No MI 1.00E+17
617875 20061001 80 No MI 1.00E+17
491000 20061001 79.19000244 No MI 1.00E+17
369200 20061001 80 No MI 1.00E+17
372800 20061001 80 No MI 1.00E+17
295200 20061001 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
180000 20061001 80 No MI 1.00E+17
399110 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
263200 20061001 80 No MI 1.00E+17
843750 20061001 75 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
260000 20061001 74.93000031 No MI 1.00E+17
231920 20061001 80 No MI 1.00E+17
580800 20061001 80 No MI 1.00E+17
320000 20061001 80 No MI
285950 20061001 79.98999786 No MI 1.00E+17
1000000 20061001 74.06999969 No MI 1.00E+17
340000 20061001 80 No MI 1.00E+17
343600 20061001 80 No MI 1.00E+17
393750 20061001 75 No MI 1.00E+17
495000 20061001 74.44000244 No MI 1.00E+17
317700 20061001 90 PMI 1.00E+17
534400 20061001 80 No MI 1.00E+17
337500 20061001 71.05000305 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
258392 20061001 80 No MI 1.00E+17
219200 20061001 80 No MI 1.00E+17
561464 20061001 80 No MI 1.00E+17
311920 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
276000 20061001 80 No MI 1.00E+17
288000 20061001 80 No MI 1.00E+17
208000 20061001 80 No MI 1.00E+17
182204 20061001 80 No MI 1.00E+17
319232 20061001 80 No MI 1.00E+17
382500 20061001 75 No MI 1.00E+17
635000 20061001 68.94999695 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
1000000 20061001 76.43000031 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
282200 20061001 53.25 No MI 1.00E+17
348000 20061001 80 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
144000 20061001 80 No MI 1.00E+17
420750 20061001 75 No MI 1.00E+17
468750 20061001 75 No MI 1.00E+17
135200 20061001 75.95999908 No MI 1.00E+17
75000 20061001 74.26000214 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
368000 20061001 80 No MI 1.00E+17
216000 20061001 90 PMI 1.00E+17
415000 20061001 72.80999756 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
500000 20061001 78.73999786 No MI 1.00E+17
340000 20061001 79.06999969 No MI 1.00E+17
448250 20061001 81.61000061 PMI 1.00E+17
300000 20061001 80 No MI 1.00E+17
159200 20061001 80 No MI 1.00E+17
292700 20060901 78.05000305 No MI 1.00E+17
260000 20060801 80 No MI 1.00E+17
199500 20060701 70 No MI 1.00E+17
402000 20060801 74.44000244 No MI 1.00E+17
180800 20061001 80 No MI 1.00E+17
1237500 20061001 75 No MI 1.00E+17
164000 20061001 80 No MI 1.00E+17
212000 20061001 80 No MI 1.00E+17
304000 20061001 80 No MI 1.00E+17
450000 20061001 77.58999634 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
986250 20061001 75 No MI 1.00E+17
380000 20061001 79.66000366 No MI 1.00E+17
364000 20061001 80 No MI 1.00E+17
886000 20061001 70.45999908 No MI 1.00E+17
340000 20061001 61.81999969 No MI 1.00E+17
435000 20061001 76.98999786 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
1000000 20061001 77.22000122 No MI 1.00E+17
450000 20061001 72.58000183 No MI 1.00E+17
386250 20061001 75 No MI 1.00E+17
130000 20061001 80 No MI 1.00E+17
263600 20061001 80 No MI 1.00E+17
388000 20061001 79.18000031 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
605600 20061001 79.98999786 No MI 1.00E+17
196000 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
500000 20061001 80 No MI 1.00E+17
452000 20061001 80 No MI
508000 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
333600 20061001 80 No MI 1.00E+17
808000 20061001 74.47000122 No MI 1.00E+17
705000 20061001 53.61000061 No MI 1.00E+17
143192 20061001 80 No MI 1.00E+17
231300 20061001 90 PMI 1.00E+17
218400 20061001 73.29000092 No MI 1.00E+17
283000 20061001 76.48999786 No MI 1.00E+17
299992 20061001 80 No MI 1.00E+17
460000 20061001 88.45999908 PMI 1.00E+17
344000 20061001 80 No MI 1.00E+17
318000 20061001 80 No MI 1.00E+17
288500 20061001 77.97000122 No MI 1.00E+17
312000 20061001 80 No MI 1.00E+17
538400 20061001 80 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
148000 20061001 80 No MI 1.00E+17
274500 20061001 90 PMI 1.00E+17
600000 20061001 80 No MI 1.00E+17
508000 20061001 80 No MI 1.00E+17
232595 20061001 80 No MI 1.00E+17
223920 20061001 80 No MI 1.00E+17
350000 20061001 80 No MI 1.00E+17
356000 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
279000 20061001 87.19000244 PMI 1.00E+17
337600 20061001 79.44000244 No MI 1.00E+17
405000 20061001 79.41000366 No MI 1.00E+17
567200 20061001 80 No MI 1.00E+17
381600 20061001 80 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
416000 20061001 78.48999786 No MI 1.00E+17
468000 20061001 80 No MI 1.00E+17
289000 20061001 69.98000336 No MI 1.00E+17
495668 20061001 75 No MI
232000 20061001 80 No MI 1.00E+17
254400 20061001 80 No MI 1.00E+17
344000 20061001 80 No MI 1.00E+17
198000 20061001 75.86000061 No MI 1.00E+17
440000 20061001 62.86000061 No MI
560000 20061001 80 No MI 1.00E+17
591200 20061001 80 No MI 1.00E+17
430250 20061001 79.98999786 No MI 1.00E+17
304000 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
228000 20061001 80 No MI 1.00E+17
344000 20061001 80 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
356250 20061001 75 No MI 1.00E+17
126000 20061001 78.26000214 No MI 1.00E+17
270000 20061001 75 No MI 1.00E+17
245500 20061001 55.79999924 No MI 1.00E+17
410000 20061001 86.31999969 PMI 1.00E+17
61000 20061001 20 No MI 1.00E+17
166000 20061001 69.16999817 No MI 1.00E+17
440000 20061001 79.27999878 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
219920 20061001 80 No MI 1.00E+17
462000 20061001 84.62000275 PMI 1.00E+17
240000 20061001 75 No MI 1.00E+17
980000 20061001 80 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
348000 20061001 80 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
256000 20061001 80 No MI 1.00E+17
332000 20061001 80 No MI 1.00E+17
363350 20061001 80 No MI 1.00E+17
279900 20061001 79.97000122 No MI 1.00E+17
446250 20061001 75 No MI 1.00E+17
472500 20061001 90 PMI 1.00E+17
650000 20061001 77.37999725 No MI 1.00E+17
320000 20061001 79.01000214 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
848513 20061001 80 No MI 1.00E+17
376000 20061001 78.33000183 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
416000 20061001 80 No MI 1.00E+17
495000 20061001 64.70999908 No MI 1.00E+17
650000 20061001 79.16999817 No MI 1.00E+17
130500 20061001 90 PMI 1.00E+17
404800 20061001 80 No MI 1.00E+17
344000 20061001 80 No MI 1.00E+17
512000 20061001 80 No MI 1.00E+17
507500 20061001 70 No MI 1.00E+17
364000 20061001 79.12999725 No MI 1.00E+17
364000 20061001 80 No MI
464000 20061001 80 No MI 1.00E+17
496000 20061001 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
480000 20061001 73.81999969 No MI 1.00E+17
196200 20061001 90 PMI 1.00E+17
220000 20061001 80 No MI 1.00E+17
501456 20061001 80 No MI 1.00E+17
680000 20061001 80 No MI 1.00E+17
240000 20061001 53.33000183 No MI 1.00E+17
296500 20061001 42.36000061 No MI
458400 20061001 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
240800 20061001 78.94999695 No MI 1.00E+17
379500 20061001 80 No MI 1.00E+17
408150 20061001 80 No MI 1.00E+17
215200 20061001 80 No MI 1.00E+17
279900 20061001 73.68000031 No MI 1.00E+17
156000 20061001 76.09999847 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
356000 20061001 80 No MI 1.00E+17
356800 20061001 80 No MI 1.00E+17
323304 20060901 80 No MI 1.00E+17
417000 20061001 78.68000031 No MI 1.00E+17
469600 20060901 79.98999786 No MI 1.00E+17
376000 20061001 80 No MI 1.00E+17
152000 20061001 80 No MI 1.00E+17
297500 20061001 74.37999725 No MI 1.00E+17
701600 20061001 80 No MI 1.00E+17
200000 20061001 45.45000076 No MI 1.00E+17
359910 20061001 90 Mortgage Guaranty In 1.00E+17
395000 20061001 51.97000122 No MI 1.00E+17
422000 20061001 79.98999786 No MI 1.00E+17
500000 20061001 76.91999817 No MI 1.00E+17
305000 20061001 53.31999969 No MI 1.00E+17
150400 20061001 80 No MI 1.00E+17
190000 20061001 84.44000244 PMI 1.00E+17
377200 20061001 80 No MI 1.00E+17
800000 20061001 80 No MI 1.00E+17
444800 20061001 80 No MI 1.00E+17
376000 20061001 80 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
212800 20061001 80 No MI 1.00E+17
159200 20061001 80 No MI
328000 20061001 80 No MI 1.00E+17
268000 20061001 80 No MI 1.00E+17
832000 20061001 50.41999817 No MI 1.00E+17
188000 20061001 80 No MI 1.00E+17
256000 20061001 80 No MI 1.00E+17
417000 20061001 77.66999817 No MI 1.00E+17
173250 20061001 80 No MI 1.00E+17
244800 20061001 78.97000122 No MI
149600 20061001 80 No MI 1.00E+17
520000 20061001 80 No MI 1.00E+17
234800 20061001 80 No MI 1.00E+17
165600 20061001 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
871200 20061001 80 No MI 1.00E+17
276000 20061001 78.86000061 No MI 1.00E+17
488000 20061001 80 No MI 1.00E+17
344000 20061001 80 No MI 1.00E+17
468750 20061001 75 No MI 1.00E+17
560000 20061001 80 No MI 1.00E+17
607212 20061001 80 No MI 1.00E+17
269600 20061001 80 No MI 1.00E+17
528675 20061001 75 No MI 1.00E+17
280000 20061001 47.45999908 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
451500 20061001 79.98999786 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
417000 20061001 79.88999939 No MI 1.00E+17
750000 20061001 62.5 No MI
228000 20061001 80 No MI 1.00E+17
760000 20061001 80 No MI 1.00E+17
135000 20061001 25.95999908 No MI 1.00E+17
463200 20061001 80 No MI 1.00E+17
650000 20061001 74.70999908 No MI 1.00E+17
499400 20061001 64.02999878 No MI 1.00E+17
459000 20061001 75 No MI 1.00E+17
345600 20061001 80 No MI 1.00E+17
454400 20061001 80 No MI 1.00E+17
285600 20061001 80 No MI
240000 20061001 80 No MI 1.00E+17
416800 20061001 80 No MI 1.00E+17
499500 20061001 75 No MI 1.00E+17
480000 20061001 80 No MI 1.00E+17
158280 20061001 80 No MI 1.00E+17
328000 20061001 80 No MI
500000 20061001 79.87000275 No MI 1.00E+17
388000 20061001 80 No MI 1.00E+17
337600 20061001 80 No MI 1.00E+17
892000 20061001 80 No MI 1.00E+17
487950 20061101 79.98999786 No MI 1.00E+17
118150 20061101 79.98999786 No MI 1.00E+17
264000 20061101 80 No MI 1.00E+17
344000 20061101 80 No MI 1.00E+17
492760 20061101 80 No MI 1.00E+17
508000 20061101 80 No MI 1.00E+17
484900 20061101 77.36000061 No MI 1.00E+17
281600 20061101 80 No MI 1.00E+17
380000 20061101 78.34999847 No MI 1.00E+17
227200 20061101 80 No MI 1.00E+17
569600 20061101 80 No MI 1.00E+17
349520 20061101 80 No MI 1.00E+17
188000 20061101 80 No MI 1.00E+17
263920 20061101 80 No MI 1.00E+17
315200 20061101 80 No MI 1.00E+17
792000 20061101 80 No MI 1.00E+17
195920 20061101 80 No MI 1.00E+17
298400 20061101 79.98000336 No MI 1.00E+17
428000 20061101 80 No MI 1.00E+17
396720 20061101 80 No MI 1.00E+17
312000 20061101 80 No MI 1.00E+17
284000 20061101 80 No MI 1.00E+17
416000 20061101 80 No MI 1.00E+17
468000 20061101 80 No MI 1.00E+17
170908 20061101 80 No MI 1.00E+17
200000 20061101 80 No MI 1.00E+17
238800 20061101 80 No MI 1.00E+17
210400 20061101 80 No MI 1.00E+17
342250 20061101 79.98999786 No MI 1.00E+17
345600 20061101 80 No MI 1.00E+17
308000 20061101 80 No MI 1.00E+17
393600 20061101 80 No MI 1.00E+17
346450 20061101 79.98999786 No MI 1.00E+17
312000 20061101 80 No MI 1.00E+17
238400 20061101 80 No MI 1.00E+17
388000 20061101 80 No MI 1.00E+17
582400 20061101 80 No MI 1.00E+17
187200 20061101 79.66000366 No MI 1.00E+17
377600 20061101 80 No MI 1.00E+17
272000 20061101 80 No MI 1.00E+17
481834 20061101 80 No MI 1.00E+17
440000 20061101 80 No MI 1.00E+17
533000 20061101 79.91999817 No MI 1.00E+17
204050 20061101 79.98000336 No MI 1.00E+17
144000 20061101 80 No MI 1.00E+17
129000 20061101 71.66999817 No MI 1.00E+17
391200 20061101 80 No MI
492000 20061101 80 No MI 1.00E+17
304000 20061101 80 No MI 1.00E+17
448000 20061101 80 No MI
238500 20061101 75 No MI 1.00E+17
350400 20061101 80 No MI 1.00E+17
667900 20061101 80 No MI
312000 20061101 80 No MI 1.00E+17
888800 20061101 79.98999786 No MI 1.00E+17
216672 20061101 80 No MI 1.00E+17
620000 20061101 80 No MI 1.00E+17
398400 20061101 80 No MI 1.00E+17
431200 20061101 80 No MI 1.00E+17
336000 20061101 80 No MI 1.00E+17
263120 20061101 80 No MI 1.00E+17
736000 20061101 80 No MI 1.00E+17
215000 20061001 78.18000031 No MI 1.00E+17
304000 20061001 80 No MI 1.00E+17
362500 20061101 78.80000305 No MI 1.00E+17
340900 20061101 79.98999786 No MI 1.00E+17
160000 20061101 80 No MI 1.00E+17
224000 20061101 80 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
200000 20061001 80 No MI 1.00E+17
222400 20061001 80 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
529600 20061001 80 No MI 1.00E+17
552000 20061001 80 No MI 1.00E+17
370000 20061001 74 No MI 1.00E+17
373600 20061001 80 No MI 1.00E+17
472000 20061001 72.62000275 No MI 1.00E+17
508000 20061001 80 No MI 1.00E+17
198700 20061001 74.98000336 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
464000 20061001 80 No MI 1.00E+17
1067500 20061001 68.87000275 No MI 1.00E+17
300000 20061001 68.97000122 No MI 1.00E+17
460000 20061001 80 No MI 1.00E+17
356400 20061001 80 No MI 1.00E+17
950000 20061001 66.66999817 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
408000 20061001 80 No MI 1.00E+17
163000 20061001 70.87000275 No MI 1.00E+17
345000 20061001 75 No MI 1.00E+17
900000 20061001 75 No MI 1.00E+17
172000 20061001 66.15000153 No MI 1.00E+17
599200 20061001 80 No MI 1.00E+17
412000 20061001 80 No MI 1.00E+17
832000 20061001 80 No MI 1.00E+17
1000000 20061001 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
300000 20061001 80 No MI 1.00E+17
412500 20061001 74.86000061 No MI 1.00E+17
364500 20061001 90 PMI
445600 20061001 80 No MI 1.00E+17
479920 20061001 80 No MI 1.00E+17
222400 20061001 80 No MI 1.00E+17
1340500 20061001 70 No MI 1.00E+17
296250 20061001 75 No MI 1.00E+17
464000 20061001 79.31999969 No MI 1.00E+17
1000000 20061001 67.33999634 No MI 1.00E+17
234500 20061001 70 No MI 1.00E+17
466400 20061001 80 No MI 1.00E+17
237200 20061001 64.98999786 No MI 1.00E+17
647500 20061001 70 No MI 1.00E+17
435000 20061001 75 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
277000 20061001 78.29000092 No MI 1.00E+17
615200 20061001 80 No MI 1.00E+17
588000 20061001 80 No MI 1.00E+17
412500 20061001 75 No MI 1.00E+17
568000 20060901 80 No MI 1.00E+17
368000 20061001 80 No MI 1.00E+17
168000 20061001 80 No MI 1.00E+17
1120000 20061001 70 No MI 1.00E+17
410000 20061001 61.18999863 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
409600 20061001 80 No MI 1.00E+17
199800 20061001 79.29000092 No MI 1.00E+17
300000 20061001 75 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
348000 20061001 80 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
268420 20061001 80 No MI 1.00E+17
262000 20061001 80 No MI 1.00E+17
560000 20061001 80 No MI 1.00E+17
350000 20061001 68.62999725 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
202080 20061001 80 No MI 1.00E+17
260000 20061001 80 No MI 1.00E+17
312000 20061001 80 No MI 1.00E+17
620000 20061001 80 No MI 1.00E+17
465600 20061001 80 No MI 1.00E+17
214400 20061001 80 No MI 1.00E+17
184000 20061001 80 No MI 1.00E+17
235000 20061001 74.83999634 No MI 1.00E+17
622500 20061001 75 No MI 1.00E+17
937500 20061001 75 No MI 1.00E+17
440000 20061001 80 No MI 1.00E+17
383997 20061001 80 No MI 1.00E+17
220000 20060901 80 No MI 1.00E+17
190910 20061001 79.58000183 No MI 1.00E+17
359200 20061001 80 No MI 1.00E+17
94500 20061001 70 No MI 1.00E+17
450000 20061001 58.43999863 No MI 1.00E+17
156900 20061001 52.29999924 No MI 1.00E+17
942450 20061001 70.86000061 No MI
139200 20061001 80 No MI 1.00E+17
404000 20061001 80 No MI 1.00E+17
587250 20061001 75 No MI 1.00E+17
112000 20061001 70 No MI 1.00E+17
626400 20061001 80 No MI 1.00E+17
345000 20061001 86.90000153 United Guaranty 1.00E+17
438400 20061001 80 No MI 1.00E+17
650000 20061001 79.26999664 No MI 1.00E+17
140000 20061001 50 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
212800 20061001 80 No MI 1.00E+17
103500 20061001 76.66999817 No MI 1.00E+17
204000 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
888000 20061001 80 No MI 1.00E+17
310000 20061001 55.86000061 No MI 1.00E+17
300000 20061001 60.61000061 No MI 1.00E+17
230000 20061001 63.88999939 No MI 1.00E+17
584000 20061001 80 No MI
179910 20061001 90 United Guaranty 1.00E+17
280000 20061001 80 No MI 1.00E+17
412500 20061001 75 No MI
719000 20061001 77.73000336 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
736000 20061101 80 No MI 1.00E+17
225600 20061001 80 No MI 1.00E+17
440000 20061001 80 No MI
220000 20061001 80 No MI 1.00E+17
261600 20061101 80 No MI 1.00E+17
299960 20061001 80 No MI 1.00E+17
367900 20061001 80 No MI 1.00E+17
452000 20061001 80 No MI
388000 20061001 80 No MI 1.00E+17
324000 20061101 80 No MI 1.00E+17
559200 20061101 80 No MI 1.00E+17
209600 20061001 80 No MI
650000 20061001 72.62999725 No MI 1.00E+17
465600 20061001 80 No MI 1.00E+17
151920 20061001 80 No MI 1.00E+17
424000 20061001 80 No MI 1.00E+17
220000 20061101 80 No MI 1.00E+17
567200 20061001 80 No MI 1.00E+17
920000 20061101 80 No MI
344000 20061001 80 No MI
244000 20061001 80 No MI 1.00E+17
252000 20061001 80 No MI 1.00E+17
228000 20061001 80 No MI 1.00E+17
292000 20061101 80 No MI
424000 20061101 80 No MI 1.00E+17
348000 20061001 80 No MI 1.00E+17
200000 20061101 58.81999969 No MI 1.00E+17
135200 20061001 80 No MI 1.00E+17
463950 20061001 80 No MI
274600 20061001 79.98999786 No MI 1.00E+17
140000 20061001 77.77999878 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
332000 20061001 80 No MI
146400 20061001 80 No MI 1.00E+17
229600 20061001 80 No MI 1.00E+17
320000 20061001 80 No MI 1.00E+17
382400 20061101 80 No MI 1.00E+17
772000 20061001 80 No MI
256000 20061101 80 No MI 1.00E+17
284000 20061101 79.77999878 No MI 1.00E+17
468000 20061001 80 No MI
324000 20061001 80 No MI
504000 20061101 80 No MI 1.00E+17
391200 20061001 80 No MI 1.00E+17
271600 20061001 80 No MI 1.00E+17
105600 20061001 80 No MI 1.00E+17
210000 20061101 75 No MI 1.00E+17
475000 20061001 67.27999878 No MI 1.00E+17
1500000 20061101 73.16999817 No MI 1.00E+17
568000 20061001 80 No MI 1.00E+17
2530000 20061101 52.70999908 No MI 1.00E+17
318000 20061001 77.08999634 No MI 1.00E+17
256000 20061001 80 No MI 1.00E+17
600000 20061001 80 No MI 1.00E+17
796000 20061001 80 No MI 1.00E+17
439000 20061101 74.41000366 No MI 1.00E+17
360000 20061101 80 No MI
650000 20061101 78.79000092 No MI 1.00E+17
412000 20061001 80 No MI 1.00E+17
133000 20061101 70 No MI 1.00E+17
249600 20061101 80 No MI
640000 20061001 80 No MI 1.00E+17
164000 20061001 80 No MI 1.00E+17
230400 20061001 80 No MI 1.00E+17
165600 20061001 80 No MI 1.00E+17
504000 20061001 80 No MI 1.00E+17
340000 20061001 55.74000168 No MI 1.00E+17
208000 20061001 80 No MI 1.00E+17
667950 20061001 80 No MI
384000 20061001 80 No MI 1.00E+17
480000 20061101 80 No MI 1.00E+17
256000 20061001 80 No MI 1.00E+17
263900 20061101 80 No MI 1.00E+17
283200 20061001 80 No MI
500000 20061001 66.23000336 No MI 1.00E+17
360000 20061001 80 No MI
504000 20061001 80 No MI
330000 20061101 80 No MI
137520 20061001 80 No MI 1.00E+17
544000 20061101 80 No MI 1.00E+17
228000 20061101 80 No MI 1.00E+17
640000 20061001 80 No MI 1.00E+17
225000 20061001 37.5 No MI 1.00E+17
288000 20061001 80 No MI 1.00E+17
440000 20061101 80 No MI 1.00E+17
212480 20061001 80 No MI 1.00E+17
253600 20061101 80 No MI
290400 20061001 80 No MI
432000 20061001 80 No MI 1.00E+17
172000 20061001 80 No MI 1.00E+17
392000 20061001 80 No MI 1.00E+17
320000 20061101 80 No MI 1.00E+17
639920 20061001 80 No MI 1.00E+17
244000 20061001 80 No MI
160000 20061101 80 No MI 1.00E+17
448000 20061001 80 No MI 1.00E+17
561537 20061101 80 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
348689 20061101 80 No MI 1.00E+17
172754 20061001 80 No MI 1.00E+17
159900 20061001 79.94999695 No MI 1.00E+17
192000 20061101 80 No MI 1.00E+17
420800 20061001 80 No MI 1.00E+17
329000 20061001 70.59999847 No MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
414000 20061101 79.16000366 No MI 1.00E+17
320000 20061001 80 No MI
300000 20061001 80 No MI 1.00E+17
256000 20061101 80 No MI 1.00E+17
217776 20061001 80 No MI 1.00E+17
466000 20061001 72.80999756 No MI 1.00E+17
212800 20061001 80 No MI 1.00E+17
476000 20061001 80 No MI 1.00E+17
648000 20061001 78.63999939 No MI 1.00E+17
428000 20061001 80 No MI 1.00E+17
300000 20061101 80 No MI 1.00E+17
492000 20061001 80 No MI 1.00E+17
391500 20061101 75 No MI 1.00E+17
260800 20061001 80 No MI 1.00E+17
488000 20061001 80 No MI 1.00E+17
372000 20061001 80 No MI 1.00E+17
244000 20061001 80 No MI 1.00E+17
179200 20061101 80 No MI 1.00E+17
328000 20060901 80 No MI 1.00E+17
312000 20061001 80 No MI 1.00E+17
548000 20061001 80 No MI 1.00E+17
252000 20061001 57.66999817 No MI 1.00E+17
580000 20061101 80 No MI 1.00E+17
320000 20061101 80 No MI 1.00E+17
494600 20061001 80 No MI
404000 20061001 80 No MI
393600 20061101 80 No MI
389000 20061101 70.73000336 No MI 1.00E+17
155920 20061101 80 No MI 1.00E+17
284000 20061001 80 No MI 1.00E+17
664000 20061001 80 No MI 1.00E+17
572000 20061001 80 No MI 1.00E+17
273000 20061001 79.98999786 No MI 1.00E+17
176000 20061001 75.54000092 No MI 1.00E+17
271200 20061101 80 No MI 1.00E+17
480000 20060901 80 No MI 1.00E+17
266562 20060901 80 No MI 1.00E+17
412000 20061101 80 No MI 1.00E+17
312000 20061101 80 No MI 1.00E+17
416000 20060901 80 No MI 1.00E+17
589511 20061101 80 No MI 1.00E+17
576000 20061101 80 No MI 1.00E+17
167200 20061101 80 No MI 1.00E+17
542400 20061001 80 No MI 1.00E+17
680800 20061001 80 No MI
320000 20061001 80 No MI 1.00E+17
317600 20061001 80 No MI 1.00E+17
344000 20061101 80 No MI 1.00E+17
325000 20061001 61.31999969 No MI 1.00E+17
451568 20061001 80 No MI 1.00E+17
348000 20061001 79.87999725 No MI 1.00E+17
404562 20061001 80 No MI 1.00E+17
232500 20061001 75 No MI
414680 20061101 80 No MI 1.00E+17
232000 20061001 80 No MI 1.00E+17
566400 20061001 80 No MI 1.00E+17
535200 20061001 80 No MI 1.00E+17
166400 20061001 80 No MI 1.00E+17
384000 20061001 80 No MI
468000 20061001 80 No MI 1.00E+17
202320 20061001 80 No MI 1.00E+17
456000 20061001 80 No MI 1.00E+17
136000 20061001 80 No MI 1.00E+17
572000 20061001 80 No MI 1.00E+17
263995 20061001 80 No MI 1.00E+17
360000 20061001 79.12000275 No MI 1.00E+17
264000 20061001 80 No MI 1.00E+17
580000 20061101 80 No MI 1.00E+17
309000 20061001 80 No MI 1.00E+17
176000 20061101 80 No MI 1.00E+17
399200 20061001 80 No MI 1.00E+17
408000 20061001 80 No MI
369600 20061101 80 No MI 1.00E+17
436000 20061001 80 No MI 1.00E+17
116000 20061001 80 No MI 1.00E+17
648000 20061101 80 No MI 1.00E+17
443100 20061001 79.98999786 No MI 1.00E+17
540000 20061001 80 No MI 1.00E+17
268000 20061001 79.29000092 No MI 1.00E+17
433600 20061101 80 No MI 1.00E+17
261750 20061101 75 No MI 1.00E+17
600000 20061101 80 No MI 1.00E+17
368000 20061101 80 No MI 1.00E+17
631950 20061001 79.98999786 No MI 1.00E+17
396000 20061001 80 No MI 1.00E+17
215200 20061001 80 No MI 1.00E+17
452000 20061001 80 No MI 1.00E+17
675000 20061101 75 No MI 1.00E+17
408000 20061001 80 No MI 1.00E+17
339600 20060901 79.98999786 No MI
335200 20060901 80 No MI 1.00E+17
420000 20060901 57.52999878 No MI 1.00E+17
239920 20060901 80 No MI 1.00E+17
400000 20061001 80 No MI 1.00E+17
500000 20061101 80 No MI
376000 20061101 80 No MI 1.00E+17
152400 20061001 80 No MI 1.00E+17
220000 20061001 80 No MI 1.00E+17
1985600 20061101 80 No MI 1.00E+17
310400 20061101 80 No MI 1.00E+17
718400 20061001 80 No MI 1.00E+17
576000 20060901 80 No MI 1.00E+17
596000 20061101 80 No MI
558750 20061001 75 No MI 1.00E+17
298400 20061101 80 No MI 1.00E+17
720000 20061101 80 No MI 1.00E+17
512000 20060901 80 No MI 1.00E+17
284000 20060901 80 No MI 1.00E+17
468000 20060901 45 No MI 1.00E+17
296000 20061001 80 No MI 1.00E+17
536000 20060901 80 No MI 1.00E+17
295920 20061001 80 No MI 1.00E+17
420000 20061001 80 No MI 1.00E+17
328000 20061005 80 No MI 1.00E+17
553035 20060901 80 No MI
380000 20060801 77.55000305 No MI 1.00E+17
309600 20060901 80 No MI 1.00E+17
247950 20061101 79.98999786 No MI
426000 20061001 79.62999725 No MI 1.00E+17
504800 20061001 80 No MI 1.00E+17
544000 20061001 80 No MI 1.00E+17
303200 20061001 80 No MI
281250 20061001 75 No MI 1.00E+17
650000 20061001 76.91999817 No MI 1.00E+17
1000000 20061001 73.26000214 No MI 1.00E+17
234000 20061001 63.15999985 No MI 1.00E+17
840000 20061001 75 No MI 1.00E+17
660000 20060901 80 No MI
650000 20061001 77.69999695 No MI 1.00E+17
339750 20061001 78.12000275 No MI 1.00E+17
970000 20061001 80 No MI 1.00E+17
212000 20061001 80 No MI
956250 20060901 75 No MI 1.00E+17
496000 20061001 79.11000061 No MI 1.00E+17
207500 20061001 73.05999756 No MI 1.00E+17
175000 20061001 83.33000183 Radian Guaranty 1.00E+17
600000 20061001 79.88999939 No MI 1.00E+17
642200 20061001 76 No MI 1.00E+17
368000 20061001 80 No MI 1.00E+17
352000 20061001 80 No MI 1.00E+17
420000 20060901 80 No MI 1.00E+17
825000 20061001 71.12000275 No MI 1.00E+17
225000 20060901 90 GE Capital MI 1.00E+17
212500 20061001 68.55000305 No MI 1.00E+17
532000 20061001 80 No MI 1.00E+17
162000 20061001 58.90999985 No MI 1.00E+17
200000 20061001 80 No MI 1.00E+17
296000 20061001 80 No MI 1.00E+17
304000 20061001 80 No MI
544000 20061001 80 No MI 1.00E+17
132000 20061001 80 No MI 1.00E+17
500000 20061001 70.91999817 No MI 1.00E+17
1000000 20061001 64.54000092 No MI
393750 20060901 75 No MI 1.00E+17
131200 20061001 80 No MI 1.00E+17
429479 20061001 80 No MI 1.00E+17
239200 20061001 80 No MI 1.00E+17
500000 20061001 75.76000214 No MI 1.00E+17
410500 20061001 76.01999664 No MI 1.00E+17
266250 20061001 75 No MI 1.00E+17
408000 20061001 80 No MI 1.00E+17
325000 20061001 69.73999786 No MI 1.00E+17
223200 20061001 80 No MI 1.00E+17
360000 20061001 80 No MI 1.00E+17
207000 20061001 90 PMI 1.00E+17
335000 20061001 68.37000275 No MI 1.00E+17
250000 20061001 54.95000076 No MI 1.00E+17
255000 20061001 56.97999954 No MI 1.00E+17
144000 20061001 80 No MI 1.00E+17
360800 20061001 80 No MI 1.00E+17
474000 20061001 79 No MI 1.00E+17
350000 20061001 63.63999939 No MI 1.00E+17
464000 20060901 80 No MI 1.00E+17
454400 20061001 80 No MI 1.00E+17
189600 20061001 80 No MI 1.00E+17
680000 20061001 80 No MI 1.00E+17
308000 20061001 80 No MI 1.00E+17
280000 20061001 80 No MI 1.00E+17
224500 20061001 80 No MI 1.00E+17
380000 20061001 80 No MI 1.00E+17
365000 20061001 48.66999817 No MI
280000 20061001 34.72000122 No MI 1.00E+17
301500 20061001 90 GE Capital MI 1.00E+17
472000 20061001 80 No MI 1.00E+17
312800 20061001 80 No MI 1.00E+17
280000 20061001 80 No MI 1.00E+17
336000 20061001 75 No MI 1.00E+17
MARGIN NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP
3.625 20061101 9.95 3.625 0
2.25 20110901 12.375 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 11.875 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.875 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20111001 13 2.25 1
2.75 20061101 9.95 2.75 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12.5 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.5 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 12.75 2.25 1
3.625 20061101 9.95 3.625 0
3.375 20061101 9.95 3.375 0
3.125 20061101 9.95 3.125 0
3.25 20061101 9.95 3.25 0
2.25 20110901 13.25 2.25 1
2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 12 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.375 2.25 1
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 13.625 2.25 1
2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 12.875 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 16.25 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 13.75 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.125 2.25 1
3.375 20061101 9.95 3.375 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.875 2.25 1
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.625 2.25 1
3.125 20061101 9.95 3.125 0
2.25 20110901 12 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3 20061101 9.95 3 0
3.25 20061101 9.95 3.25 0
2.25 20110901 13.375 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.625 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 11.875 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 12.375 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
2.375 20061101 9.95 2.375 0
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
3.375 20061101 9.95 3.375 0
3 20061101 9.95 3 0
2.25 20110901 12.5 2.25 1
2.25 20110901 12.375 2.25 1
3.125 20061101 9.95 3.125 0
2.25 20110901 11.875 2.25 1
2.25 20110901 12.375 2.25 1
2.25 20110901 12.125 2.25 1
2.875 20061101 9.95 2.875 0
2.25 20110901 12.5 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 11.875 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20110901 12.375 2.25 1
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 11.875 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12 2.25 1
3.375 20061101 9.95 3.375 0
3.25 20061101 9.95 3.25 0
2.25 20110901 13 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.625 2.25 1
2.25 20110901 13 2.25 1
2.75 20061101 9.95 2.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13 2.25 1
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
3.625 20061101 9.95 3.625 0
3.25 20061101 9.95 3.25 0
2.25 20111001 12.875 2.25 1
2.25 20111001 12.375 2.25 1
2.25 20111001 12.875 2.25 1
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 13.125 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 13.125 2.25 1
2.25 20110901 12 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.875 2.25 1
3.25 20061101 9.95 3.25 0
3.125 20061101 9.95 3.125 0
2.25 20110901 13.375 2.25 1
2.25 20110901 12.375 2.25 1
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13 2.25 1
2.75 20061101 9.95 2.75 0
2.25 20110901 12.75 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20110901 13.5 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.125 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 11.875 2.25 1
2.5 20061101 9.95 2.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 12.875 2.25 1
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061201 9.95 3.5 0
3.375 20061101 9.95 3.375 0
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.125 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 13 2.25 1
2.25 20110901 12.75 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.375 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.5 2.25 1
2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
2.25 20110701 13.5 2.25 1
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
3.375 20061101 9.95 3.375 0
2.25 20111001 12.875 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 13.75 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20111001 13.375 2.25 1
2.25 20111001 12.125 2.25 1
3.5 20070101 9.95 3.5 0
3.125 20061101 9.95 3.125 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.75 2.25 1
3.5 20061101 9.95 3.5 0
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.5 2.25 1
2.25 20111001 12.25 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.5 2.25 1
2.25 20111001 13.25 2.25 1
2.25 20111001 13.125 2.25 1
2.25 20111001 12.75 2.25 1
3.625 20061101 9.95 3.625 0
3.125 20061101 9.95 3.125 0
2.25 20111001 12.875 2.25 1
3 20061101 9.95 3 0
2.25 20111001 12.875 2.25 1
2.25 20111001 12.875 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 12.375 2.25 1
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.25 2.25 1
2.25 20111001 13.25 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 13.375 2.25 1
2.25 20111001 11.625 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20111001 12.375 2.25 1
2.25 20111001 12.875 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 12.5 2.25 1
2.25 20111001 13.875 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.375 2.25 1
2.25 20111001 13.375 2.25 1
2.25 20111001 13.25 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12 2.25 1
2.25 20111001 13.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.75 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.125 2.25 1
3.25 20061101 9.95 3.25 0
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12 2.25 1
2.25 20111001 12.25 2.25 1
2.25 20111001 13.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.125 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 12.625 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 13.375 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20111001 12.375 2.25 1
2.25 20111001 13.125 2.25 1
2.25 20111001 12.75 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.625 2.25 1
2.25 20111001 11.875 2.25 1
2.25 20111001 13.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.625 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12.125 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.375 2.25 1
2.25 20111001 12.375 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 12.875 2.25 1
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.125 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 13.125 2.25 1
2.25 20111001 12 2.25 1
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.375 2.25 1
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.75 2.25 1
3 20061101 9.95 3 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12.375 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 13.5 2.25 1
2.25 20111001 13.625 2.25 1
2.25 20111001 12.125 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20111001 12.625 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.25 2.25 1
2.25 20111001 12.5 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.625 2.25 1
2.25 20111001 13.375 2.25 1
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
2.25 20111001 13.125 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.375 20061101 9.95 3.375 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 12.25 2.25 1
2.25 20110901 11.75 2.25 1
2.25 20110901 13.625 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.875 2.25 1
3.375 20061101 9.95 3.375 0
3.75 20061101 9.95 3.75 0
3.375 20061101 9.95 3.375 0
2.25 20110901 12.875 2.25 1
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.875 2.25 1
3 20061101 9.95 3 0
3.375 20061101 9.95 3.375 0
3.25 20061101 9.95 3.25 0
3.375 20061101 9.95 3.375 0
3 20061101 9.95 3 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
2.25 20110901 13.125 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.75 2.25 1
3.125 20061101 9.95 3.125 0
2.25 20110901 12.5 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20110901 12.125 2.25 1
2.625 20061101 9.95 2.625 0
2.25 20110901 12.5 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.25 2.25 1
3.125 20061101 9.95 3.125 0
3.125 20061101 9.95 3.125 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.625 2.25 1
2.25 20110901 13.375 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.625 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 11.875 2.25 1
2.25 20110901 12.25 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
3.125 20061101 9.95 3.125 0
2.25 20110901 12.875 2.25 1
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 13.25 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.375 2.25 1
3.625 20061101 9.95 3.625 0
3.375 20061101 9.95 3.375 0
3.25 20061101 9.95 3.25 0
3 20061101 9.95 3 0
2.25 20110901 12.75 2.25 1
3 20061101 9.95 3 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 13.25 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.375 20061101 9.95 3.375 0
3.125 20061101 9.95 3.125 0
2.5 20061101 9.95 2.5 0
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.625 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.125 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.125 2.25 1
2.25 20111001 13.25 2.25 1
2.25 20111001 13.25 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.125 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 13.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13 2.25 1
2.25 20110901 12.625 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.25 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20110901 13.25 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.625 2.25 1
2.25 20110901 13.375 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.875 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.25 2.25 1
2.25 20110901 13.375 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.625 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.375 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.5 2.25 1
3.75 20061101 9.95 3.75 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.5 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 12.875 2.25 1
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20110901 13.375 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.125 2.25 1
2.25 20110901 12 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20110901 12.625 2.25 1
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.375 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.375 20061101 9.95 3.375 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13.125 2.25 1
2.25 20110901 12.625 2.25 1
3.5 20061101 9.95 3.5 0
3.375 20061101 9.95 3.375 0
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2.25 20110901 13.25 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.25 2.25 1
2.25 20110901 13.25 2.25 1
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
2.25 20110901 12 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
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2.25 20110901 12.125 2.25 1
2.25 20110901 11.75 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12.5 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
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2.25 20110901 12.75 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20111001 12.625 2.25 1
3.625 20061101 9.95 3.625 0
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3 20061101 9.95 3 0
3.25 20061101 9.95 3.25 0
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2.25 20111001 12.875 2.25 1
2.25 20111001 12.5 2.25 1
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2.25 20111001 13.25 2.25 1
3.625 20061101 9.95 3.625 0
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2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 13.25 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.125 2.25 1
2.25 20111001 12.875 2.25 1
3 20070101 9.95 3 0
3.625 20061101 9.95 3.625 0
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2.25 20111001 13.375 2.25 1
3.375 20061101 9.95 3.375 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.875 2.25 1
2.25 20111001 13.125 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 13.5 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 12.25 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 12.625 2.25 1
3.5 20061101 9.95 3.5 0
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3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.25 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 12.25 2.25 1
3.5 20061101 9.95 3.5 0
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2.25 20111001 13.375 2.25 1
2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.375 2.25 1
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2.25 20111001 13.375 2.25 1
3.625 20061101 9.95 3.625 0
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3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.5 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 13.375 2.25 1
3.5 20061101 9.95 3.5 0
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2.25 20111001 13.75 2.25 1
3 20061101 9.95 3 0
2.25 20111001 12.5 2.25 1
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3.625 20061101 9.95 3.625 0
2.25 20111001 12.375 2.25 1
2.25 20111001 12.25 2.25 1
2.25 20111001 12.875 2.25 1
3.625 20061101 9.95 3.625 0
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2.25 20110901 11.75 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 13.375 2.25 1
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2.25 20111001 12.75 2.25 1
2.25 20111001 12.25 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20111001 11.625 2.25 1
2.25 20111001 13.375 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 13 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.625 2.25 1
2.25 20111001 13 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20111001 12.875 2.25 1
3.5 20061101 9.95 3.5 0
3 20061101 9.95 3 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.375 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.375 20061101 9.95 3.375 0
2.25 20111001 13.25 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.25 2.25 1
2.25 20110901 12.5 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.125 2.25 1
2.25 20110901 12 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20110901 11.875 2.25 1
2.25 20110901 12.125 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.125 2.25 1
3.75 20061101 9.95 3.75 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110801 13.75 2.25 1
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2.25 20110901 13.75 2.25 1
2.25 20110901 13.75 2.25 1
2.25 20110901 12.875 2.25 1
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2.25 20110901 13.125 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12.375 2.25 1
2.25 20110901 13.625 2.25 1
2.25 20110801 12.75 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.125 2.25 1
3.125 20061101 9.95 3.125 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.375 2.25 1
2.25 20110901 13.75 2.25 1
3.25 20110901 13.25 3.25 1
2.25 20110901 13.125 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12 2.25 1
3.125 20110901 13.125 3.125 1
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.625 2.25 1
3.125 20061101 9.95 3.125 0
3 20061101 9.95 3 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3 20061101 9.95 3 0
2.25 20110901 13.625 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13 2.25 1
2.25 20110901 13.625 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3 20061101 9.95 3 0
2.25 20110901 13 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 13.625 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20111001 12 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 13.375 2.25 1
2.25 20110901 12.25 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.125 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 13.25 2.25 1
2.25 20111001 13.375 2.25 1
3.625 20061101 9.95 3.625 0
3.25 20061101 9.95 3.25 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.25 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20110901 12.25 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.125 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 13.375 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.875 2.25 1
3.125 20061101 9.95 3.125 0
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2.25 20111001 12.375 2.25 1
2.25 20111001 13 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 12.5 2.25 1
2.25 20111001 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 11.875 2.25 1
2.25 20110901 12.75 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.875 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20111001 12.75 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.25 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 12.125 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20111001 12.5 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
2.25 20111001 13.625 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20061101 9.95 2.25 0
3 20061101 9.95 3 0
2.875 20061101 9.95 2.875 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.125 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 12.375 2.25 1
2.25 20111001 12.25 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20111001 12.125 2.25 1
2.25 20110901 12.125 2.25 1
2.25 20111001 13.25 2.25 1
2.75 20061101 9.95 2.75 0
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3.25 20061101 9.95 3.25 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.5 2.25 1
2.25 20111001 12.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 13.125 2.25 1
3.5 20061101 9.95 3.5 0
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2.25 20111001 13.125 2.25 1
2.25 20111001 12.75 2.25 1
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2.25 20111001 13 2.25 1
2.25 20111001 13.75 2.25 1
2.25 20111001 13.125 2.25 1
2.25 20111001 13.125 2.25 1
2.875 20061101 9.95 2.875 0
2.25 20111001 12.75 2.25 1
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2.25 20111001 12.625 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20111001 13.625 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.125 2.25 1
2.25 20111001 12.25 2.25 1
2.25 20111001 12.125 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.625 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 13 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 12 2.25 1
2.5 20061101 9.95 2.5 0
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2.25 20111001 12.625 2.25 1
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2.25 20111001 12.5 2.25 1
2.25 20110901 13.25 2.25 1
3.625 20061101 9.95 3.625 0
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2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
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2.25 20111001 12 2.25 1
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2.25 20111001 12.5 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.375 2.25 1
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3.5 20061101 9.95 3.5 0
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2.25 20110901 12 2.25 1
2.25 20110901 12.625 2.25 1
3.625 20061101 9.95 3.625 0
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2.25 20111001 13 2.25 1
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2.25 20111001 13.5 2.25 1
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2.25 20110601 13 2.25 1
3.25 20061101 9.95 3.25 0
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2.25 20111001 11.875 2.25 1
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3 20061101 9.95 3 0
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2.25 20110901 13.75 2.25 1
2.25 20111001 13 2.25 1
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2.25 20111001 13 2.25 1
2.25 20111001 12.5 2.25 1
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2.25 20111001 12.875 2.25 1
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2.25 20111001 12.5 2.25 1
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2.25 20111001 13.75 2.25 1
3.5 20061101 9.95 3.5 0
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2.25 20111001 10.875 2.25 1
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2.25 20111001 13.5 2.25 1
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3.5 20061101 9.95 3.5 0
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2.25 20110901 12.875 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20110901 11.875 2.25 1
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3.5 20070101 9.95 3.5 0
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3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
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2.25 20111001 12.875 2.25 1
2.25 20111001 13.375 2.25 1
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2.25 20110901 12.75 2.25 1
2.25 20111001 13 2.25 1
3.5 20061101 9.95 3.5 0
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2.25 20111001 13.5 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.625 2.25 1
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3.25 20061101 9.95 3.25 0
2.25 20110901 12.625 2.25 1
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2.25 20110901 13.375 2.25 1
2.25 20110901 13.75 2.25 1
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3.5 20061101 9.95 3.5 0
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2.25 20111001 13.75 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.375 2.25 1
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3 20061101 9.95 3 0
2.25 20111001 12.125 2.25 1
2.25 20111001 13 2.25 1
2.25 20111001 12.875 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.375 2.25 1
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2.25 20111001 13.625 2.25 1
2.25 20111001 13 2.25 1
2.25 20110901 14.125 2.25 1
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3.5 20061101 9.95 3.5 0
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2.25 20111001 12.25 2.25 1
3.5 20061101 9.95 3.5 0
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3.625 20061101 9.95 3.625 0
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2.25 20111001 12.375 2.25 1
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2.25 20110901 13.75 2.25 1
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2.25 20110901 13.375 2.25 1
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2.25 20110901 12.625 2.25 1
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2.25 20110901 13.375 2.25 1
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2.25 20110901 13.375 2.25 1
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2.25 20110901 13.375 2.25 1
2.25 20110901 12.75 2.25 1
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2.25 20110901 12.25 2.25 1
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2.25 20110901 12.625 2.25 1
2.25 20110901 13 2.25 1
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2.25 20110901 12.875 2.25 1
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2.25 20110901 13.375 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.5 2.25 1
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2.875 20061101 9.95 2.875 0
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2.25 20110901 13.5 2.25 1
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2.25 20110901 13.375 2.25 1
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3.5 20061101 9.95 3.5 0
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2.25 20110901 12.625 2.25 1
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2.25 20110901 13 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 12.625 2.25 1
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3.75 20061101 9.95 3.75 0
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2.25 20110901 13.5 2.25 1
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2.25 20110901 13 2.25 1
2.25 20110901 12.125 2.25 1
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3.375 20061101 9.95 3.375 0
3.5 20061101 9.95 3.5 0
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2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.875 2.25 1
3.25 20061101 9.95 3.25 0
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2.25 20110901 13.25 2.25 1
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2.25 20110901 12.375 2.25 1
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2.25 20110901 12.25 2.25 1
3.75 20061101 9.95 3.75 0
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2.25 20110901 12.75 2.25 1
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2.25 20110901 12.99 2.25 1
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2.25 20110901 13 2.25 1
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2.25 20110901 13.375 2.25 1
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2.25 20110901 13.5 2.25 1
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2.25 20110901 12 2.25 1
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3.75 20061101 9.95 3.75 0
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2.25 20110901 13.125 2.25 1
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3.75 20061101 9.95 3.75 0
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2.25 20110901 13.5 2.25 1
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3.5 20061101 9.95 3.5 0
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2.25 20110901 13.25 2.25 1
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2.25 20111001 12.625 2.25 1
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2.25 20111001 13 2.25 1
3.5 20061101 9.95 3.5 0
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2.25 20111001 13.875 2.25 1
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2.25 20111001 12.25 2.25 1
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3.5 20061101 9.95 3.5 0
2.875 20061101 9.95 2.875 0
2.25 20111001 12.875 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.625 2.25 1
3.625 20061101 9.95 3.625 0
3.125 20061101 9.95 3.125 0
2.25 20111001 12.5 2.25 1
2.25 20111001 13.125 2.25 1
2.25 20111001 12.625 2.25 1
2.75 20061101 9.95 2.75 0
3.5 20061101 9.95 3.5 0
3.375 20061101 9.95 3.375 0
2.25 20111001 12.625 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.5 2.25 1
2.25 20111001 12.875 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20111001 12.75 2.25 1
2.25 20111001 12 2.25 1
2.25 20111001 13.25 2.25 1
2.25 20111001 12.625 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.5 2.25 1
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.625 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 12.25 2.25 1
3.375 20061101 9.95 3.375 0
2.25 20110901 13.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.875 2.25 1
2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
3 20061101 9.95 3 0
2.25 20110901 13.625 2.25 1
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.25 20061101 9.95 3.25 0
2.25 20110901 12.125 2.25 1
3.5 20110901 13.5 3.5 1
2.25 20110901 12.125 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
3.375 20061101 9.95 3.375 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.25 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.875 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.375 2.25 1
3.25 20061101 9.95 3.25 0
3.375 20061101 9.95 3.375 0
2.25 20110901 12.75 2.25 1
2 20110901 13.5 2 1
2.25 20061101 9.95 2.25 0
2.25 20110901 12.5 2.25 1
2.25 20110901 13.75 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.375 2.25 1
3.125 20061101 9.95 3.125 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.5 2.25 1
3.375 20061101 9.95 3.375 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13.5 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 13.75 2.25 1
2.25 20110901 13 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.125 2.25 1
2.25 20110901 12 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.875 2.25 1
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.25 2.25 1
2.25 20110901 12.875 2.25 1
3.5 20061101 9.95 3.5 0
2.75 20061101 9.95 2.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13 2.25 1
3.375 20061101 9.95 3.375 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.875 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20111001 13.5 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.875 2.25 1
2.25 20111001 12.625 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 12.375 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 12.5 2.25 1
2.25 20111001 12.625 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.375 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20110901 13.75 2.25 1
2.25 20111001 13.875 2.25 1
2.25 20110901 12.375 2.25 1
3 20061101 9.95 3 0
2.25 20110901 13.5 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
2.25 20110901 12.625 2.25 1
3 20061101 9.95 3 0
2.25 20110901 12.375 2.25 1
2.25 20110901 13.75 2.25 1
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20110901 9.95 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.875 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.75 2.25 1
2.25 20111001 13.875 2.25 1
2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061201 9.95 3.625 0
2.25 20111001 13.75 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 13 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20111001 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.5 2.25 1
3.625 20061101 9.95 3.625 0
2.875 20061101 9.95 2.875 0
2.25 20110901 12.5 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 12.875 2.25 1
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
3.125 20061101 9.95 3.125 0
3.625 20061101 9.95 3.625 0
3.25 20061101 9.95 3.25 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.375 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20110901 13.125 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 13.375 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 13 2.25 1
2.25 20111001 13.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 14.5 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.625 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.875 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.25 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 12.5 2.25 1
2.875 20061101 9.95 2.875 0
2.25 20111001 12.875 2.25 1
2.25 20110901 13.25 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.75 2.25 1
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.375 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20111001 13.375 2.25 1
2.25 20110901 13 2.25 1
3 20061101 9.95 3 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.125 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 12.625 2.25 1
2.25 20111001 12.75 2.25 1
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.125 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
3.125 20061101 9.95 3.125 0
2.25 20110901 12.75 2.25 1
3.5 20061201 9.95 3.5 0
2.25 20110901 13 2.25 1
2.25 20110901 13.125 2.25 1
2.25 20110901 13.25 2.25 1
2.25 20110901 13.625 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 13.625 2.25 1
3.375 20061101 9.95 3.375 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.875 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.875 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.125 20061101 9.95 3.125 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 13.125 2.25 1
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
2.25 20111001 13.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20111001 13.125 2.25 1
2.25 20110901 13.75 2.25 1
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
2.25 20110901 13 2.25 1
2.25 20111001 13.25 2.25 1
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20111001 12.875 2.25 1
2.25 20110801 13.75 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20111001 13.875 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.875 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 12.75 2.25 1
2.25 20111001 13.125 2.25 1
2.25 20110901 12.375 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
2.25 20110901 12.625 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.5 2.25 1
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
2.25 20110901 13.875 2.25 1
3.25 20061101 9.95 3.25 0
2.25 20110901 13.625 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 13.375 2.25 1
2.25 20110901 13.5 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 13.25 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 13.125 2.25 1
2.25 20061101 9.95 2.25 0
2.25 20110901 12.625 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.875 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20111001 12.75 2.25 1
2.875 20061101 9.95 2.875 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.875 2.25 1
3.375 20061101 11.95 3.375 0
3.25 20061101 9.95 3.25 0
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
2.25 20111001 13.875 2.25 1
2.25 20110901 13.75 2.25 1
2.25 20110901 12.5 2.25 1
2.25 20110901 12.875 2.25 1
2.25 20110901 13 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 13.625 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
2.25 20111001 13.125 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 13.125 2.25 1
2.25 20110901 13.75 2.25 1
2.25 20111001 12 2.25 1
2.25 20111001 12.875 2.25 1
2.25 20110901 12.625 2.25 1
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.625 20061101 9.95 3.625 0
3.25 20061101 9.95 3.25 0
2.25 20111001 13 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110801 13.75 2.25 1
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.875 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110905 12.75 2.25 1
2.25 20110801 12.875 2.25 1
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
3.25 20061101 9.95 3.25 0
2.25 20110901 12.625 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
2.25 20110901 11.875 2.25 1
3.5 20061101 9.95 3.5 0
3.625 20061101 9.95 3.625 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 12.5 2.25 1
2.25 20110801 13.75 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.5 2.25 1
3.375 20061101 9.95 3.375 0
3.75 20061101 9.95 3.75 0
2.875 20061101 9.95 2.875 0
3.25 20061101 9.95 3.25 0
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.625 20061101 9.95 3.625 0
2.25 20110901 12.625 2.25 1
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3 20061101 9.95 3 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
3.125 20061101 9.95 3.125 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
3.375 20061101 9.95 3.375 0
3.25 20061101 9.95 3.25 0
3.75 20061101 9.95 3.75 0
2.25 20110901 12.75 2.25 1
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.25 2.25 1
3.75 20061101 9.95 3.75 0
3.375 20061101 9.95 3.375 0
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.375 2.25 1
3.625 20061101 9.95 3.625 0
2.25 20110901 12.375 2.25 1
2.25 20110901 12.375 2.25 1
3.75 20061101 9.95 3.75 0
3.5 20061101 9.95 3.5 0
2.25 20110901 13.375 2.25 1
3.5 20061101 9.95 3.5 0
3.125 20061101 9.95 3.125 0
2.25 20110901 12.375 2.25 1
2.25 20110901 12.75 2.25 1
3.5 20061101 9.95 3.5 0
3.25 20061101 9.95 3.25 0
2.25 20110901 12.5 2.25 1
3.5 20061101 9.95 3.5 0
3.75 20061101 9.95 3.75 0
3.75 20061101 9.95 3.75 0
2.25 20110901 13 2.25 1
3 20061101 9.95 3 0
LIEN BALLOON IO_FLAG IO_PERIOD PREPAY
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO No
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO No
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No YES 10YRIO No
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No NO NONIO Yes
First Lien No YES 10YRIO Yes
First Lien No NO NONIO Yes
HYBRID_PERIOD AMORT_TERM1 PORTFOLIO
1 480 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 480 XXXX
0 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
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0 000 XXXX
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00 000 XXXX
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1 480 XXXX
1 480 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 000 XXXX
0 000 XXXX
1 000 XXXX
0 000 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
3 360 XXXX
1 360 AFL2
1 360 AFL2
1 360 XXXX
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
1 000 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 AFL2
1 480 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 XXXX
00 000 XXXX
0 000 AFL2
1 480 AFL2
1 480 AFL2
0 000 XXXX
00 000 XXXX
1 480 XXXX
0 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
3 000 XXXX
0 000 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 480 XXXX
1 480 XXXX
00 000 XXXX
00 000 XXXX
1 360 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
0 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
1 360 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 480 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 480 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
60 360 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
1 480 XXXX
1 480 XXXX
00 000 XXXX
0 000 AFL2
60 360 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
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00 000 XXXX
0 000 XXXX
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0 000 XXXX
00 000 XXXX
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1 000 XXXX
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0 000 XXXX
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0 000 XXXX
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1 000 XXXX
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00 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
1 360 XXXX
1 360 XXXX
00 000 XXXX
0 000 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
60 360 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
1 480 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
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0 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 360 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 360 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 000 XXXX
0 000 XXXX
0 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 480 XXXX
0 000 XXXX
00 000 XXXX
0 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
0 000 XXXX
00 000 XXXX
1 360 XXXX
00 000 XXXX
00 000 XXXX
1 000 XXXX
0 000 XXXX
1 360 XXXX
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 XXXX
1 480 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 480 AFL2
60 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 360 AFL2
60 360 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
1 480 AFL2
1 480 AFL2
60 360 AFL2
1 360 AFL2
EXHIBIT C
[RESERVED]
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Xxxxx Fargo Bank, National Association
0000 00xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: Pooling and Servicing Agreement, dated as of October 1, 2006 among Structured Asset Mortgage Investments
II Inc., as depositor, Xxxxx Fargo Bank, National Association as trustee and EMC Mortgage Corporation,
as servicer and seller, issuing Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through
Certificates, Series 2006-AR3
In connection with the administration of the Mortgage Loans held by you pursuant to the above-captioned
Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:_________________________________________
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT E
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for other purposes
STATE OF )
)ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (record or beneficial owner of the Bear
Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3, Class R
Certificates (the "Class R Certificates")) (the "Owner"), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of _____] [the United States], on behalf of which he makes this affidavit.
2. That the Owner (i) is not and will not be as of [Closing Date][date of purchase] a
"disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as
amended (the "Code") or an "electing large partnership" within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing large partnership for so long as it
retains its ownership in the Class R Certificates and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose, a "disqualified organization"
means an electing large partnership under Section 775 of the Code, the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority
of whose board of directors is not selected by any such governmental entity) or any foreign government,
international organization or any agency or instrumentality of such foreign government or organization, any rural
electric or telephone cooperative, or any organization (other than certain farmers' cooperatives) that is
generally exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of the Class R
Certificates to disqualified organizations or electing large partnerships under the Code, that applies to all
transfers of the Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or,
with respect to transfers to electing large partnerships, on each such partnership), or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing large partnerships) otherwise
liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an
affidavit that the transferee is not a disqualified organization and, at the time of transfer, such person does
not have actual knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on
such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection
of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding the
Class R Certificates if either the pass-through entity is an electing large partnership under Section 775 of the
Code or if at any time during the taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the transfer of any Class R
Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among
other things, in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it
will not consummate any such transfer if it knows or believes that any of the representations contained in such
affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the Class R
Certificates and the provisions of Section 5.05 of the Pooling and Servicing Agreement under which the Class R
Certificates were issued. The Owner expressly agrees to be bound by and to comply with such restrictions and
provisions.
7. That the Owner consents to any additional restrictions or arrangements that shall be
deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R
Certificates will only be owned, directly or indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is # _______________.
9. This affidavit and agreement relates only to the Class R Certificates held by the
Owner and not to any other holder of the Class R Certificates. The Owner understands that the liabilities
described herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making this
representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section 1.860E-1 (c)
and recent amendments thereto, effective as of August 19, 2002, and (ii) the preamble describing the adoption of
the amendments to such regulation, which is attached hereto as Exhibit 1.
11. That the Owner has no present knowledge or expectation that it will be unable to pay
any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the
Owner hereby represents to and for the benefit of the person from whom it acquired the Class R Certificates that
the Owner intends to pay taxes associated with holding such Class R Certificates as they become due, fully
understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will become insolvent
or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a corporation, partnership or
other entity created or organized in, or under the laws of, the United States or any political subdivision
thereof, or an estate or trust whose income from sources without the United States is includable 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.
14. The Owner hereby agrees that it will not cause income from the Class R Certificates to
be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income
tax treaty) of the Owner or another United States taxpayer.
15. (a) The Purchaser hereby certifies, represents and warrants to, and covenants with
the Company and the Trustee that the following statements in (1) or (2) are accurate:
(1) The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or other retirement arrangement, including individual retirement
accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of
ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii)
are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL")
regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA, and (iii) will not be transferred to any entity that
is deemed to be investing plan assets within the meaning of the DOL regulation, 29 C.F.R. ? 2510.3-101 or
otherwise under ERISA;
(2) The purchase of the Certificates is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code, will not subject the
Company or the Trustee to any obligation in addition to those undertaken in the Pooling and Servicing Agreement
and, with respect to each source of funds ("Source") being used by the Purchaser to acquire the Certificates,
each of the following statements is accurate: (a) the Purchaser is an insurance company; (b) the Source is assets
of the Purchaser's "general account;" (c) the conditions set forth in Prohibited Transaction Class Exemption
("PTCE") 95-60 issued by the DOL have been satisfied and the purchase, holding and transfer of Certificates by or
on behalf of the Purchaser are exempt under PTCE 95-60; and (d) the amount of reserves and liabilities for such
general account contracts held by or on behalf of any Plan does not exceed 10% of the total reserves and
liabilities of such general account plus surplus as of the date hereof (for purposes of this clause, all Plans
maintained by the same employer (or affiliate thereof) or employee organization are deemed to be a single Plan)
in connection with its purchase and holding of such Certificates; or
(b) The Owner will provide the Trustee and the Company with an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the
purchase of the Certificates is permissible under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trustee or the Company to
any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that the Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling
and Servicing Agreement.
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to
authority of its Board of Directors, by its [Title of Officer] this ____ day of _________, 20__.
[NAME OF INVESTOR]
By:
[Name of Officer]
[Title of Officer]
[Address of Investor for receipt of distributions]
[Address of Investor for receipt of tax information]
Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same
person who executed the foregoing instrument and to be the [Title of Officer] of the Investor, and acknowledged
to me that he executed the same as his free act and deed and the free act and deed of the Investor.
Subscribed and sworn before me this ___ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of ___________________, 20___.
EXHIBIT F-1
FORM OF INVESTMENT LETTER (NON-RULE 144A)
______________,200___
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Mortgage Funding Trust 2006-AR3
Re: Bear Xxxxxxx Mortgage Funding Trust 2006-AR3
Mortgage Pass-Through Certificates, Series 2006-AR3
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller") $_________
initial Current Principal Amount of Mortgage Pass-Through Certificates, Series 2006-AR3, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 2006 among Structured Asset Mortgage Investments II Inc., as depositor (the "Seller"), EMC
Mortgage Corporation, as servicer and seller and Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Seller
and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and will not
be registered or qualified under the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Seller is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a
legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment
only and not with a view to or for sale in connection with any distribution thereof in any
manner that would violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters, and, in particular, in
such matters related to securities similar to the Certificates, such that it is capable of
evaluating the merits and risks of investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an "accredited investor" within the meaning of
Rule 501 (a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review
(a) a copy of the Pooling and Servicing Agreement and (b) such other information concerning the
Certificates, the Mortgage Loans and the Seller as has been requested by the Purchaser from the
Seller or the Seller and is relevant to the Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such review answered by the Seller or the
Seller to the satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it authorize
any person to (a) offer, pledge, sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any person in any manner, (b)
solicit any offer to buy or to accept a pledge, disposition of other transfer of any
Certificate, any interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and Servicing Agreement.
[6. The Purchaser (if the Certificate is not rated at least "BBB-" or its
equivalent by Fitch, S&P or Xxxxx'x):
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (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 within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R.
§2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within the meaning of DOL
Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.]
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that the Purchaser will not transfer such Certificates to any Plan or person unless such Plan or
person meets the requirements set forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:_________________________________________
Name:
Title:
EXHIBIT F-2
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to
which the Rule 144A Securities were issued, the Seller hereby certifies the following facts: Neither the Seller
nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar security to, or solicited any offer to
buy or accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933,
as amended (the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with, the Seller, the Trustee and
the Servicer (as defined to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the "Agreement"),
among the Company, EMC and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee")) as follows:
a. The Buyer understands that the Rule 144A Securities have not been registered
under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the Rule 144A Securities under the 1933 Act or
that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act
or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is defined in Rule
144A under the 1933 Act and has completed either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it is being made in reliance on Rule
144A. The Buyer is acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional buyer to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the 1933 Act.
3. [The Buyer (if the Rule 144A Securities are not rated at least "BBB-" or its
equivalent by Fitch, S&P or Xxxxx'x):
a. is not an employee benefit or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (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 within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. § 2510.3-101; or
b. is an insurance company, the source of funds to be used by it to purchase the
Certificates is an "insurance company general account" (within the meaning of DOL Prohibited Transaction
Class Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
4.] This document may be executed in one or more counterparts and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth
below.
_____________________________________ _________________________________________
Print Name of Seller Print Name of Buyer
By:__________________________________ By:______________________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No.__________________________________ No:______________________________________
Date:________________________________ Date:____________________________________
ANNEX 1 TO EXHIBIT F-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior
Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer
owned and/or invested on a discretionary basis $ in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked
below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or
similar institution), Massachusetts or similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State,
territory or the District of Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which is attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is supervised and examined by a
State or Federal authority having supervision over any such institutions or is a foreign savings and
loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act
of 1934.
Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is
the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the Investment Advisers Act of
1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
Business Development Company. The Buyer is a business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose participants
are exclusively (a) plans established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the benefit of its employees,
or (b) employee benefit plans within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, but is not a trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of issuers that
are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not
include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such
subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer's
direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary
of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the
seller to it and other parties related to the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection
with any purchase of securities sold to the Buyer for the account of a third party (including any separate
account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third party that at the time
is a "qualified institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the
Buyer will not purchase securities for a third party unless the Buyer has obtained a current representation
letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this certification as of the date of such purchase.
_________________________________________
Print Name of Buyer
By: _________________________________________
Name:
Title:
Date: _________________________________________
EXHIBIT F-3
FORM OF TRANSFEROR REPRESENTATION LETTER
_____, 20__
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-AR3
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Bear Xxxxxxx Mortgage Funding Trust 2006-AR3
Re: Mortgage Pass-Through Certificates, Series 2006-AR3
Ladies and Gentlemen:
In connection with the sale by ____________ (the "Seller") to ______________________ (the
"Purchaser") of $___________ Initial Current Principal Amount of Mortgage Pass-Through Certificates, Series
2006-AR3 (the "Certificates") pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the
"Pooling and Servicing Agreement"), among Structured Asset Mortgage Investments II Inc. (the "Company"), EMC
Mortgage Corporation ("EMC") and Xxxxx Fargo Bank, National Association, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of
or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of
any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c)
has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any
other similar security with any person in any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above)
would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would
render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set
forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or
otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
_________________________________________
(Seller)
By: _________________________________________
Name:
Title:
EXHIBIT G
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"),
dated as of October 31, 2006, by and among XXXXX FARGO BANK, NATIONAL ASSOCIATION, as trustee (including its
successors under the Pooling and Servicing Agreement defined below, the "Trustee"), STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as company (together with any successor in interest, the "Company"), EMC MORTGAGE
CORPORATION, as servicer (together with any successor in interest or successor under the Pooling and Servicing
Agreement referred to below, the "Servicer") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as custodian (together
with any successor in interest or any successor appointed hereunder, the "Custodian").
WITNESSETH THAT:
WHEREAS, the Company, the Servicer and the Trustee have entered into a Pooling and Servicing
Agreement, dated as of October 1, 2006, relating to the issuance of Bear Xxxxxxx Mortgage Funding Trust 2006-AR3,
Mortgage Pass-Through Certificates, Series 2006-AR3 (as in effect on the date of this agreement, the "Original
Pooling and Servicing Agreement," and as amended and supplemented from time to time, the "Pooling and Servicing
Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee on behalf of the
Certificateholders for the purposes of receiving and holding certain documents and other instruments delivered by
the Company or the Servicer under the Pooling and Servicing Agreement, all upon the terms and conditions and
subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Trustee the Company, the Servicer and the Custodian hereby agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the meanings
assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the context herein.
ARTICLE II.
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The Custodian, as the duly appointed
agent of the Trustee for these purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a) receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares that it holds and will hold such
Mortgage Files as agent for the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File includes one or more assignments of Mortgage
to the Trustee in a state which is specifically excluded from the Opinion of Counsel delivered by the Company to
the Trustee (with a copy to the Custodian) pursuant to the provisions of Section 2.01 of the Pooling and
Servicing Agreement, each such assignment shall be delivered by the Custodian to the Company for the purpose of
recording it in the appropriate public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office for real property records each
such assignment of Mortgage and, upon receipt thereof from such public office, shall return each such assignment
of Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the Pooling and Servicing Agreement,
the Custodian shall deliver to the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt (subject to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans
listed on the Schedule attached hereto (the "Mortgage Loan Schedule").
(2) Within 90 days of the Closing Date, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling and Servicing Agreement, each such
document, and shall deliver to the Company and the Trustee an Interim Certification in the form annexed hereto as
Exhibit Two to the effect that all such documents have been executed and received and that such documents relate
to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or
examine said documents, instruments, certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face.
(3) Not later than 180 days after the Closing Date, the Custodian shall review the Mortgage Files as
provided in Section 2.02 of the Pooling and Servicing Agreement and deliver to the Company and the Trustee a
Final Certification in the form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
(4) In reviewing the Mortgage Files as provided herein and in the Pooling and Servicing Agreement, the
Custodian shall make no representation as to and shall not be responsible to verify (i) the validity, legality,
enforceability, due authorization, recordability, sufficiency or genuineness of any of the documents included in
any Mortgage File or (ii) the collectibility, insurability, effectiveness or suitability of any of the documents
in any Mortgage File.
Upon receipt of written request from the Trustee, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans missing from the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon discovery by the Custodian of
a breach of any representation or warranty made by the Company as set forth in the Pooling and Servicing
Agreement with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt written
notice to the Company, the Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of written notice from the
Trustee that the Mortgage Loan Seller has repurchased a Mortgage Loan pursuant to Article II of the Pooling and
Servicing Agreement, and that the purchase price therefore has been deposited in the Custodial Account or the
Distribution Account, then the Custodian agrees to promptly release to the Mortgage Loan Seller the related
Mortgage File.
Upon the Custodian's receipt of a request for release (a "Request for Release") substantially
in the form of Exhibit D to the Pooling and Servicing Agreement signed by a Servicing Officer of the Servicer
stating that it has received payment in full of a Mortgage Loan or that payment in full will be escrowed in a
manner customary for such purposes, the Custodian agrees promptly to release to the Servicer the related Mortgage
File. The Company shall deliver to the Custodian and the Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect to any Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan,
including, for this purpose, collection under any Primary Insurance Policy, the Servicer shall deliver to the
Custodian a Request for Release signed by a Servicing Officer requesting that possession of all of the Mortgage
File be released to the Servicer and certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan under any of the Insurance Policies.
Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to the related Servicer. The
Servicer shall cause each Mortgage File or any document therein so released to be returned to the Custodian when
the need therefore by the related Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the
Distribution Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public
trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer
has delivered to the Custodian a certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery.
At any time that the Servicer is required to deliver to the Custodian a Request for Release,
the Servicer shall deliver two copies of the Request for Release if delivered in hard copy or the Servicer may
furnish such Request for Release electronically to the Custodian, in which event the Servicing Officer
transmitting the same shall be deemed to have signed the Request for Release. In connection with any Request for
Release of a Mortgage File because of a repurchase of a Mortgage Loan, such Request for Release shall be
accompanied by an assignment of mortgage, without recourse, representation or warranty from the Trustee to the
Mortgage Loan Seller and the related Mortgage Note shall be endorsed without recourse, representation or warranty
by the Trustee (unless such Mortgage Note was a MERS Loan and not endorsed to the Trustee) and be returned to the
Mortgage Loan Seller. In connection with any Request for Release of a Mortgage File because of the payment in
full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of satisfaction or other
similar instrument to be executed by or on behalf of the Trustee and returned to the related Servicer.
Section 2.6. Assumption Agreements. In the event that any assumption agreement, substitution of liability
agreement or sale of servicing agreement is entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Servicer shall
notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the
Custodian the original of such assumption or substitution agreement, which shall be added to the related Mortgage
File and, for all purposes, shall be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting parts thereof.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each Mortgage Note, Mortgage and
other documents constituting each Mortgage File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage for
the benefit of any person other than the Trustee and the Certificateholders and undertakes to perform such duties
and only such duties as are specifically set forth in this Agreement. Except upon compliance with the provisions
of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian
to the Company or the Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Reserved.
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Custodian's Fees and Expenses. The Trustee covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation for all services rendered by it in
the exercise and performance of any of the powers and duties hereunder of the Custodian, and the Trustee will pay
or reimburse, from amounts held by it in the Distribution Account, the Custodian upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as may
arise from its negligence or bad faith or to the extent that such cost or expense is indemnified by the Company
or the Trust pursuant to the Pooling and Servicing Agreement.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign from the
obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as Custodian of
the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take custody of the
Mortgage Files itself and give prompt written notice thereof to the Company, the Servicer and the Custodian, or
promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee shall not have taken
custody of the Mortgage Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Servicer. In such
event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository institution subject to supervision or examination by
federal or state authority, shall be able to satisfy the other requirements contained in Section 3.7 and shall be
unaffiliated with the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant
to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the
successor Custodian. The Trustee shall give prompt notice to the Company and the Servicer of the appointment of
any successor Custodian. No successor Custodian shall be appointed by the Trustee without the prior approval of
the Company and the Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the Custodian may be merged or
converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such
successor is a depository institution subject to supervision or examination by federal or state authority and is
able to satisfy the other requirements contained in Section 3.7 and is unaffiliated with the Servicer or the
Company.
Section 3.7. Representations of the Custodian. The Custodian hereby represents that it is a depository
institution subject to supervision or examination by a federal or state authority, has a combined capital and
surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will hold any
Mortgage File.
Section 3.8. Limitation on Liability. Neither the Custodian nor any of its directors,
officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them
hereunder or in connection herewith in good faith and reasonably believed (which belief may be based upon the
written opinion or advice of counsel selected by it in the exercise of reasonable care) by it or them to be
within the purview of this Agreement, except for its or their own negligence, lack of good faith or willful
misconduct. The Custodian and any director, officer, employee or agent of the Custodian may rely in good faith
on any document of any kind prima facie properly executed and submitted by any person with authority with respect
to any related matters arising hereunder. In no event shall the Custodian or its directors, officers, agents and
employees be held liable for any special, indirect or consequential damages resulting from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such
damages.
Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the Trust
Fund, the Trustee and each of their respective employees, representatives, affiliates, officers, directors and
agents for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind
whatsoever that may be imposed on, incurred by or asserted against the Trustee or Trust Fund or any such other
respective Person, due to any willful misfeasance or negligent or bad faith performance or non-performance by the
Custodian of its duties and responsibilities under this Agreement; provided, however, that the Custodian shall
not be liable to any of the foregoing Persons for any amount and any portion of any such amount directly and
solely resulting from the willful misfeasance, bad faith or negligence of such person, and the Custodian's
reliance on written instructions from the Trustee or the Servicer. The provisions of this Section 3.8 shall
survive the termination of this Custodial Agreement.
The Custodian and its directors, officers, employees and agents shall be entitled to
indemnification and defense from the Trust Fund for any loss, liability or expense incurred (other than as a
result of any willful misfeasance or negligent or bad-faith performance or non-performance on their part),
arising out of, or in connection with, the acceptance or administration of the custodial arrangement created
hereunder, including the costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties hereunder.
ARTICLE IV.
COMPLIANCE WITH REGULATION AB
Section 4.1. Intent of the Parties; Reasonableness. The parties hereto acknowledge and
agree that the purpose of this Article IV is to facilitate compliance by the Company and the Trustee with the
provisions of Regulation AB and related rules and regulations of the Commission. The Company and the Trustee
shall not exercise its right to request delivery of information or other performance under these provisions other
than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules
and regulations of the Commission under the Securities Act and the Exchange Act. Each of the parties hereto
acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the
mortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by
the Company and the Trustee in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate
reasonably with the Company and the Trustee to deliver to the Company and (including any of their respective
assignees or designees), any and all disclosure, statements, reports, certifications, records and any other
information necessary in the reasonable, good faith determination of the Company, the Servicer and the Trustee to
permit the Company, the Servicer and the Trustee to comply with the provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(1) The Custodian hereby represents and warrants that the information set forth in the
Prospectus Supplement under the caption "The Pooling and Servicing Agreement -- The Custodian" (the "Custodian
Disclosure") does not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(2) The Custodian shall be deemed to represent to the Company as of the date hereof and on
each date on which information is provided to the Company under Section 4.3 that, except as disclosed in writing
to the Company prior to such date: (i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under this Agreement or any other
securitization transaction as to which it is the custodian; (ii) there are no material legal or governmental
proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships
or transactions relating to the Custodian with respect to the Company or any sponsor, issuing entity, servicer,
trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as
such terms are used in Regulation AB) relating to the securitization transaction contemplated by the Original
Pooling and Servicing Agreement, as identified by the Company to the Custodian in writing as of the Closing Date
(each, a "Transaction Party").
(3) If so requested by the Company on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in paragraph (1) of this section or, if any such representation and warranty is not
accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party. Any such request from the Company shall not be given more than once each
calendar quarter, unless the Company shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long as the
Certificates are outstanding, for the purpose of satisfying the Company 's reporting obligation under the
Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the Company in writing of
any material litigation or governmental proceedings pending against the Custodian that would be material to
Certificateholders, and (b) provide to the Company a written description of such proceedings. Any notices and
descriptions required under this Section 4.3 shall be given no later than five Business Days prior to the
Determination Date following the month in which the Custodian has knowledge of the occurrence of the relevant
event. As of the date the Company or the Servicer files each Report on Form 10-D or Form 10-K with respect to the
Certificates, the Custodian will be deemed to represent that any information previously provided under this
Section 4.3, if any, is materially correct and does not have any material omissions unless the Custodian has
provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before March 15 of
each calendar year beginning in 2007, the Custodian shall:
(a) deliver to the Company, the Servicer and the Trustee a report (in form and substance
reasonably satisfactory to the Company) regarding the Custodian's assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Company and the Trustee and
signed by an authorized officer of the Custodian, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit Five hereto; and
(b) deliver to the Company, the Servicer and the Trustee a report of a registered public
accounting firm reasonably acceptable to the Company and the Trustee that attests to, and reports on, the
assessment of compliance made by the Custodian and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act
and the Exchange Act.
Section 4.5. Indemnification; Remedies.
(1) The Custodian shall indemnify the Company, each affiliate of the Company, the
Servicer, the Trustee and each broker dealer acting as underwriter, placement agent or initial purchaser of the
Certificates or each Person who controls any of such parties (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and
agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in
the Custodian Disclosure and any information, report, certification, accountants' attestation or other material
provided under this Article IV by or on behalf of the Custodian (collectively, the "Custodian Information"), or
(B) the omission or alleged omission to state in the Custodian Information a material fact required to be stated
in the Custodian Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report, certification,
accountants' attestation or other material when and as required under this Article IV.
(2) In the case of any failure of performance described in clause (ii) of Section 4.5(1), the
Custodian shall promptly reimburse the Company for all costs reasonably incurred by the Company in order to
obtain the information, report, certification, accountants' letter or other material not delivered as required by
the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1 Notices. All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in
writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the
signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in
writing), in which case the notice will be deemed delivered when received.
Section 5.2 Amendments. No modification or amendment of or supplement to this Agreement
shall be valid or effective unless the same is in writing and signed by all parties hereto, and none of the
Company, the Servicer or the Trustee shall enter into any amendment hereof except as permitted by the Pooling and
Servicing Agreement. The Trustee shall give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies thereof.
Section 5.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PRINCIPLES AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 5.4 Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by
the Company and at the Trust"s expense, but only upon direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Company to the effect that the failure to effect such recordation is likely to materially and
adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for
other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same
instrument.
Section 5.5 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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000 By: _________________________________________
Name:
Attention: Bear Xxxxxxx Mortgage Funding Title:
Trust 2006-AR3
Telecopy: (000) 000-0000
Confirmation:
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
000 Xxxxxxx Xxxxxx By: _________________________________________
Xxx Xxxx, Xxx Xxxx 00000 Name:
Title:
Address: EMC MORTGAGE CORPORATION,
as Servicer
0000 Xxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000 By: _________________________________________
Telecopier: (000) 000-0000 Name:
Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Custodian
0000 00xx Xxxxxx By: _________________________________________
Xxxxxxxxxxx, Xxxxxxxxx 00000 Name:
Attention: Bear Xxxxxxx Mortgage Funding Trust 2006-AR3 Title:
Telecopier: (000) 000-0000
STATE OF MARYLAND )
)ss.:
COUNTY OF )
On the 31st day of October, before me, a notary public in and for said State, personally
appeared _______________, known to me to be a _________________of Xxxxx Fargo Bank, National Association, a
national banking association that executed the within instrument, and also known to me to be the person who
executed it on behalf of said association and acknowledged to me that such association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of October, before me, a notary public in and for said State, personally
appeared _________, known to me to be a ________ of Xxxxx Fargo Bank, National Association, a national banking
association that executed the within instrument, and also known to me to be the person who executed it on behalf
of said national banking association, and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____________________________________
Notary Public
[Notorial Seal]
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 31st day of October, before me, a notary public in and for said State, personally
appeared Xxxxx Xxxxxxxxxxx, known to me to be a Senior Managing Director of Structured Asset Mortgage Investments
II Inc., one of the companies that executed the within instrument, and also known to me to be the person who
executed it on behalf of said company, 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 TEXAS )
)ss.:
COUNTY OF DALLAS )
On the 31st day of October, 2006, before me, a notary public in and for said State, personally
appeared __________________, known to me to be a/an _____________________ of EMC Mortgage Corporation, a
corporation that executed the within instrument, and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
__, 20__
----------------------------------------------------------- --------------------------------------------------------
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------- --------------------------------------------------------
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3
Re: Custodial Agreement, dated as of October 31, 2006, by and among Xxxxx
Fargo Bank, National Association, Structured Asset Mortgage
Investments II Inc. and EMC Mortgage Corporation relating to Bear
Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through
Certificates, Series 2006-AR3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to
Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File (which contains an original Mortgage Note or lost note affidavit) to the extent required
in Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: _______________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________, 20__
----------------------------------------------------------- --------------------------------------------------------
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------- --------------------------------------------------------
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3
Re: Custodial Agreement, dated as of October 31, 2006, by and among Xxxxx
Fargo Bank, National Association, Structured Asset Mortgage
Investments II Inc and EMC Mortgage Corporation relating to Bear
Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through
Certificates, Series 2006-AR3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as
Custodian, hereby certifies that it has received a Mortgage File to the extent required pursuant to Section 2.01
of the Pooling and Servicing Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule,
and it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: all required
documents have been executed and received and that such documents related to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: _______________________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________, 20__
----------------------------------------------------------- --------------------------------------------------------
Xxxxx Fargo Bank, National Association Structured Asset Mortgage Investments II Inc.
0000 Xxx Xxxxxxxxx Xxxx 000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------- --------------------------------------------------------
Attention: Structured Asset Mortgage Investments II Inc.
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3
Re: Custodial Agreement, dated as of October 31, 2006, by and among Xxxxx
Fargo Bank, National Association, Structured Asset Mortgage
Investments II Inc. and EMC Mortgage Corporation relating to Bear
Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through
Certificates, Series 2006-AR3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement and subject to
Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies that,
subject to any exceptions listed on Schedule A attached hereto, it has received a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule containing with respect to each such Mortgage Loan:
(i) The original Mortgage Note, endorsed without recourse (A) to the order of the Trustee or
(B) in the case of a Mortgage Loan in the MERS System, in blank, and in each case showing an unbroken
chain of endorsements from the originator thereof to the Person endorsing it to the Trustee or a lost
note affidavit together with a copy of the related Mortgage Note;
(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;
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which may be
in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is
located) to "Xxxxx Fargo Bank, National Association, as Trustee", with evidence of recording with
respect to each Mortgage Loan in the name of the Trustee thereon;
(iv) all intervening assignments of the Security Instrument, if applicable and only to the
extent available to the Company with evidence of recording thereon;
(v) the original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee"s certificate of title insurance or
commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as applicable.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: _______________________________
Name:
Title:
EXHIBIT FOUR
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria";
-------------------------------------------------------------------------------------- ----------------------
Applicable
Servicing Criteria Servicing Criteria
-------------------------------------------------------------------------------------- ----------------------
----------------------- -------------------------------------------------------------- ----------------------
Reference Criteria
----------------------- -------------------------------------------------------------- ----------------------
General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
----------------------- -------------------------------------------------------------- ----------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institutions" with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 45 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
1122(d)(2)(vii) other than ther person who prepared the reconciliations; and
(D) contain explanations for reconciling items.
----------------------- -------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------
Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
Collateral or security on pool assets is maintained as v
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
----------------------- -------------------------------------------------------------- ----------------------
Pool assets and related documents are safeguarded as v
1122(d)(4)(ii) required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer's obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
----------------------- -------------------------------------------------------------- ----------------------
Changes with respect to the terms or status of an obligor's
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
----------------------- -------------------------------------------------------------- ----------------------
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements., Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------- -------------------------------------------------------------- ----------------------
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
1122(d)(4)(x) returned to the obligor within 30 calendar days of full
repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
EXHIBIT H
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
between
EMC MORTGAGE CORPORATION
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
October 31, 2006
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3,
Mortgage Pass-Through Certificates, Series 2006-AR3
TABLE OF CONTENTS
Page
SECTION 1. Definitions.........................................................................................1
SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights..........................................3
SECTION 3. Mortgage Loan Schedules.............................................................................3
SECTION 4. Mortgage Loan Transfer..............................................................................4
SECTION 5. Examination of Mortgage Files.......................................................................5
SECTION 6. Recordation of Assignments of Mortgage..............................................................6
SECTION 7. Representations and Warranties of Mortgage Loan Seller Concerning the
Mortgage Loans...........................................................................8
SECTION 8. Representations and Warranties Concerning the Mortgage Loan Seller.................................12
SECTION 9. Representations and Warranties Concerning the Purchaser............................................14
SECTION 10. Conditions to Closing...............................................................................15
SECTION 11. Fees and Expenses...................................................................................17
SECTION 12. Accountants' Letters................................................................................17
SECTION 13. Indemnification.....................................................................................18
SECTION 14. Notices.............................................................................................19
SECTION 15. Transfer of Mortgage Loans..........................................................................20
SECTION 16. Termination.........................................................................................20
SECTION 17. Representations, Warranties and Agreements to Survive Delivery......................................20
SECTION 18. Severability........................................................................................20
SECTION 19. Counterparts........................................................................................20
SECTION 20. Amendment...........................................................................................21
SECTION 21. Governing Law.......................................................................................21
SECTION 22. Further Assurances..................................................................................21
SECTION 23. Successors and Assigns..............................................................................21
SECTION 24. The Mortgage Loan Seller and the Purchaser..........................................................21
SECTION 25. Entire Agreement....................................................................................21
SECTION 26. No Partnership......................................................................................21
EXHIBIT 1 CONTENTS OF MORTGAGE FILE.................................................................E-1
EXHIBIT 2 MORTGAGE LOAN SCHEDULE INFORMATION......................................................E-2-1
EXHIBIT 3 MORTGAGE LOAN SELLER'S INFORMATION........................................................E-3
EXHIBIT 4 PURCHASER'S INFORMATION...................................................................E-4
EXHIBIT 5 SCHEDULE OF LOST NOTES....................................................................E-5
EXHIBIT 6 Standard & Poor's LEVELS® Glossary, Version 5.7 Revised,
Appendix E............................................................................E-6-1
SCHEDULE A REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES...........................................A-1
SCHEDULE B MORTGAGE LOAN SCHEDULE....................................................................B-1
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of October 31, 2006, as amended and supplemented by
any and all amendments hereto (collectively, the "Agreement"), by and between EMC MORTGAGE CORPORATION, a
Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE INVESTMENT II INC., a Delaware
corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees
to sell, and the Purchaser agrees to purchase, certain conventional, adjustable rate, first lien mortgage loans
secured primarily by one- to four-family residential properties (collectively, the "Mortgage Loans") as described
herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund (the "Trust Fund") and create Bear
Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3 (the
"Certificates"), under a pooling and servicing agreement, to be dated as of October 1, 2006 (the "Pooling and
Servicing Agreement"), among the Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as trustee (the
"Trustee") and EMC Mortgage Corporation, as servicer (in such capacity, the "Servicer"), sponsor and seller.
The Purchaser has filed with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3 (Number 333-132232) relating to its Mortgage Pass-Through Certificates and the
offering of certain series thereof (including certain classes of the Certificates) from time to time in
accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder (the "Securities Act"). Such registration statement, when it became effective
under the Securities Act, and the prospectus relating to the public offering of certain classes of the
Certificates by the Purchaser (the "Public Offering"), as from time to time each is amended or supplemented
pursuant to the Securities Act or otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus," respectively. The "Prospectus Supplement" shall mean that supplement, dated October 30, 2006 to
the Prospectus, dated October 23, 2006, relating to certain classes of the Certificates. With respect to the
Public Offering of certain classes of the Certificates, the Purchaser and Bear, Xxxxxxx & Co. Inc. ("Bear
Xxxxxxx") have entered into a terms agreement dated as of October 30, 2006 to an underwriting agreement dated May
12, 2006, between the Purchaser and Bear Xxxxxxx (collectively, the "Underwriting Agreement").
Now, therefore, in consideration of the premises and the mutual agreements set forth herein,
the parties hereto agree as follows:
SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined
herein shall have the meanings specified in the Pooling and Servicing Agreement. The following other terms are
defined as follows:
Acquisition Price: Cash in an amount agreed upon by the Mortgage Loan Seller and the Purchaser.
Bear Xxxxxxx: Bear, Xxxxxxx & Co. Inc.
Closing Date: October 31, 2006.
Cut-off Date: October 1, 2006.
Cut-off Date Balance: Approximately $811,440,974.74.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Substitute Mortgage
Loan.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due, if such due date is the first day of a month, and otherwise is deemed to be the first day of the
following month or such other date specified in the related Servicing Agreement.
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real property
securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage Loan and
any additional documents required to be added to such documents pursuant to this Agreement or the Pooling and
Servicing Agreement.
Mortgage Interest Rate: The annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor: The obligor(s) on a Mortgage Note.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage Loan
Seller or the Purchaser, reasonably acceptable to the Trustee.
Person: Any legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Purchase Price: With respect to any Mortgage Loan (or any property acquired with respect
thereto) required to be purchased by the Mortgage Loan Seller pursuant to this Agreement or Article II of the
Pooling and Servicing Agreement, an amount equal to the sum of (i)(a) 100% of the Outstanding Principal Balance
of such Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with
respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), plus (b) accrued but
unpaid interest on the Outstanding Principal Balance at the related Mortgage Interest Rate, through and including
the last day of the month of repurchase, and reduced by (c) any portion of the Servicing Compensation, Monthly
Advances and advances payable to the purchaser of the Mortgage Loan and (ii) any costs and damages (if any)
incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory or abusive
lending laws.
Rating Agencies: Standard & Poor's and Moody's, each a "Rating Agency."
Securities Act: The Securities Act of 1933, as amended.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property
securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or
security deed, including any riders or addenda thereto.
Servicer: EMC Mortgage Corporation.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc. or its successors in interest.
Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan which must
meet on the date of such substitution the requirements stated herein and in the Pooling and Servicing Agreement;
upon such substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.
Value: The value of the Mortgaged Property at the time of origination of the related Mortgage
Loan, such value being the lesser of (i) the value of such property set forth in an appraisal accepted by the
applicable originator of the Mortgage Loan or (ii) the sales price of such property at the time of origination.
SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights.
(i) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to
sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as
of the Cut-off Date equal to the Cut-off Date Balance.
(ii) The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the
Certificates will take place on the Closing Date at the office of the Purchaser's counsel in New York, New York
or such other place as the parties shall agree.
(iii) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the Closing Date, the
Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price for the Mortgage Loans in immediately
available funds by wire transfer to such account or accounts as shall be designated by the Mortgage Loan Seller.
(iv) In addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns to the Purchaser all
of its right, title and interest in the Servicing Agreements (other than its right to enforce the representations
and warranties set forth therein).
SECTION 3. Mortgage Loan Schedules. The Mortgage Loan Seller agrees to provide to the Purchaser as of the
date hereof a preliminary listing of the Mortgage Loans (the "Preliminary Mortgage Loan Schedule") setting forth
the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by
the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Mortgage Loan
Seller shall provide to the Purchaser as of the Closing Date a final schedule (the "Final Mortgage Loan
Schedule") setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the
Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be
delivered to the Purchaser on the Closing Date, shall be attached to an amendment to this Agreement to be
executed on the Closing Date by the parties hereto and shall be in form and substance mutually agreed to by the
Mortgage Loan Seller and the Purchaser (the "Amendment"). If there are no changes to the Preliminary Mortgage
Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes
hereof.
SECTION 4. Mortgage Loan Transfer.
(i) The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans
due after the Cut-off Date (regardless of when actually collected) and all payments thereon, other than scheduled
principal and interest, received after the Cut-off Date. The Mortgage Loan Seller will be entitled to all
scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including
payments collected after the Cut-off Date) and all payments thereon, other than scheduled principal and interest,
received on or before the Cut-off Date. Such principal amounts and any interest thereon belonging to the Mortgage
Loan Seller as described above will not be included in the aggregate outstanding principal balance of the
Mortgage Loans as of the Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(ii) Pursuant to various conveyance documents to be executed on the Closing Date and pursuant to the Pooling
and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in
and to the Mortgage Loans to the Trustee for the benefit of the Certificateholders. In connection with the
transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause to
be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the
Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a "Mortgage File Delivery
Date"), the items of each Mortgage File, provided, however, that in lieu of the foregoing, the Mortgage Loan
Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu of the original
Security Instrument, assignments to the Trustee or intervening assignments thereof which have been delivered, are
being delivered or will, upon receipt of recording information relating to the Security Instrument required to be
included thereon, be delivered to recording offices for recording and have not been returned to the Mortgage Loan
Seller in time to permit their delivery as specified above, the Mortgage Loan Seller may deliver a true copy
thereof with a certification by the Mortgage Loan Seller, on the face of such copy, substantially as follows:
"Certified to be a true and correct copy of the original, which has been transmitted for recording" (y) in lieu
of the Security Instrument, assignments to the Trustee or intervening assignments thereof, if the applicable
jurisdiction retains the originals of such documents (as evidenced by a certification from the Mortgage Loan
Seller to such effect) the Mortgage Loan Seller may deliver photocopies of such documents containing an original
certification by the judicial or other governmental authority of the jurisdiction where such documents were
recorded; and (z) in lieu of the Mortgage Notes relating to the Mortgage Loans, each identified in the list
delivered by the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit 5, the Mortgage Loan
Seller may deliver lost note affidavits and indemnities of the Mortgage Loan Seller; and provided further,
however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to
the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the Trustee
a certification by the Mortgage Loan Seller or the Servicer to such effect. The Mortgage Loan Seller shall
deliver such original documents (including any original documents as to which certified copies had previously
been delivered) or such certified copies to the Trustee promptly after they are received. The Mortgage Loan
Seller shall cause the Mortgage and intervening assignments, if any, and the assignment of the Security
Instrument to be recorded not later than 180 days after the Closing Date, unless such assignment is not required
to be recorded under the terms set forth in Section 6(i) hereof.
(iii) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans and the
related servicing will ultimately be assigned to Xxxxx Fargo Bank, National Association, as Trustee for the
benefit of the Certificateholders, on the date hereof.
SECTION 5. Examination of Mortgage Files.
(i) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will have made the Mortgage Files
available to the Purchaser or its agent for examination which may be at the offices of the Trustee or the
Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian. The fact that the Purchaser or its agent has
conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the
Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In
furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser
or its agent from time to time so as to permit the Purchaser to confirm the Mortgage Loan Seller's compliance
with the delivery and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In
addition, upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear
Xxxxxxx and to any investors or prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Xxxxxxx and to such
investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or the Mortgage
Loan Seller's custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions
with the Purchaser, Bear Xxxxxxx and such investors or prospective investors, upon reasonable request during
regular business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and such investors or potential
investors to conduct such due diligence as any such party reasonably believes is appropriate.
(ii) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the Trustee, for the benefit of the
Certificateholders, will review or cause the Custodian to review items of the Mortgage Files as set forth on
Exhibit 1 and will execute and deliver or cause the Custodian to execute and deliver to the Mortgage Loan Seller
an initial certification in the form attached as Exhibit One to the Custodial Agreement.
(iii) Pursuant to the Pooling and Servicing Agreement, within 90 days of the Closing Date, the Trustee will
review or shall cause the Custodian to review items of the Mortgage Files as set forth on Exhibit 1 and will
execute and deliver, or cause to be executed and delivered, to the Mortgage Loan Seller and the Servicer an
interim certification substantially in the form of Exhibit Two to the Custodial Agreement.
(iv) Pursuant to the Pooling and Servicing Agreement, within 180 days of the Closing Date (or, with respect
to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof)
the Trustee will review or cause the Custodian to review items of the Mortgage Files as set forth on Exhibit 1
and will deliver to the Mortgage Loan Seller and the Servicer a final certification substantially in the form of
Exhibit Three to the Custodial Agreement. If the Trustee is unable to deliver a final certification with respect
to the items listed in Exhibit 1 due to any document that is missing, has not been executed, is unrelated,
determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans
identified in the Final Mortgage Loan Schedule or appears to be defective on its face (a "Material Defect"), the
Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller of such Material Defect.
The Mortgage Loan Seller shall correct or cure any such Material Defect within 90 days from the date of notice
from the Trustee or the Custodian, as its agent, of the Material Defect and if the Mortgage Loan Seller does not
correct or cure such Material Defect within such period and such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will, in accordance
with the terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee
with a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase the related Mortgage Loan
at the applicable Purchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must
occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates
solely to the inability of the Mortgage Loan Seller to deliver the original security instrument or intervening
assignments thereof, or a certified copy because the originals of such documents, or a certified copy, have not
been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such
Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall
not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable jurisdiction because such document
has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording
receipt of such recording office or, if such receipt is not available, a certificate of the Mortgage Loan Seller
or the Servicing Officer confirming that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its
receipt of the original recorded document.
(v) At the time of any substitution, the Mortgage Loan Seller shall deliver or cause to be delivered the
Substitute Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered
in connection with a substitution pursuant to the Pooling and Servicing Agreement. At the time of any purchase or
substitution, the Trustee shall (i) assign to the Mortgage Loan Seller and release or cause the Custodian to
release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents of the
Mortgage File) in its possession or in the possession of the Custodian relating to the Deleted Mortgage Loan and
(ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be
necessary to vest in the Mortgage Loan Seller title to such Deleted Mortgage Loan.
SECTION 6. Recordation of Assignments of Mortgage.
(i) The Mortgage Loan Seller shall, promptly after the Closing Date, cause each Mortgage and each assignment
of Mortgage from the Mortgage Loan Seller to the Trustee, and all unrecorded intervening assignments, if any,
delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the
related Mortgaged Properties are located; provided, however, the Mortgage Loan Seller need not cause to be
recorded any assignment which relates to a Mortgage Loan if (a) such recordation is not required by the Rating
Agencies or an Opinion of Counsel has been provided to the Trustee which states that the recordation of such
assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan or (b) MERS is
identified on the Mortgage or a properly recorded assignment of the Mortgage, as the mortgagee of record solely
as nominee for the Mortgage Loan Seller and its successors and assigns; provided, however, notwithstanding the
delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Mortgage
Loan Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur
of (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 25% of the Trust, (ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgage Loan Seller and (iv) the occurrence of a servicing transfer as
described in Section 8.02 of the Pooling and Servicing Agreement.
While each such Mortgage or assignment is being recorded, if necessary, the Mortgage Loan
Seller shall leave or cause to be left with the Trustee a certified copy of such Mortgage or assignment. In the
event that, within 180 days of the Closing Date, the Trustee has not been provided an Opinion of Counsel as
described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser
pursuant to the terms hereof or as set forth above, the failure to provide evidence of recording or such Opinion
of Counsel (in the alternative, if required) shall be considered a Material Defect, and the provisions of Section
5(iii) and (iv) shall apply. All customary recording fees and reasonable expenses relating to the recordation of
the assignments of Mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the
Mortgage Loan Seller.
(ii) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Mortgage
Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further,
not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
Loan Seller to the Purchaser to secure a debt or other obligation of the Mortgage Loan Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court of competent
jurisdiction to continue to be property of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed
to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b)
the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller
to the Purchaser of a security interest in all of the Mortgage Loan Seller's right, title and interest in and to
the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms
thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans
and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to
time held or invested in any accounts created pursuant to the Pooling and Servicing Agreement, whether in the
form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee of
Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest
pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code; and (d)
notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such
security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision
hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed to be an assignment of any
security interest created hereby. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with
this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of
the Pooling and Servicing Agreement.
SECTION 7. Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage Loans. The
Mortgage Loan Seller hereby represents and warrants to the Purchaser as of the Closing Date or such other date as
may be specified below with respect to each Mortgage Loan being sold by it:
(i) the information set forth in the Mortgage Loan Schedule hereto is true and correct in
all material respects and the information provided to the Rating Agencies, including the Mortgage Loan level
detail, is true and correct according to the Rating Agency requirements;
(ii) immediately prior to the transfer to the Purchaser, the Mortgage Loan Seller was the
sole owner of beneficial title and holder of each Mortgage and Mortgage Note relating to the Mortgage Loans and
is conveying the same free and clear of any and all liens, claims, encumbrances, participation interests,
equities, pledges, charges or security interests of any nature and the Mortgage Loan Seller has full right and
authority to sell or assign the same pursuant to this Agreement;
(iii) each Mortgage Loan at the time it was made complied in all material respects with all
applicable local, state and federal laws and regulations, including, without limitation, usury, equal credit
opportunity, disclosure and recording laws and all applicable anti-predatory, abusive and fair lending laws; and
each Mortgage Loan has been serviced in all material respects in accordance with all applicable local, state and
federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and
recording laws and all applicable anti-predatory, abusive and fair lending laws and the terms of the related
Mortgage Note, the Mortgage and other loan documents;
(iv) there is no monetary default existing under any Mortgage or the related Mortgage Note
and there is no material event which, with the passage of time or with notice and the expiration of any grace or
cure period, would constitute a default, breach or event of acceleration; and neither the Mortgage Loan Seller,
any of its affiliates nor any servicer of any related Mortgage Loan has taken any action to waive any default,
breach or event of acceleration; and no foreclosure action is threatened or has been commenced with respect to
the Mortgage Loan;
(v) the terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, (i) if required by law in the jurisdiction
where the Mortgaged Property is located, or (ii) to protect the interests of the Trustee on behalf of the
Certificateholders;
(vi) no selection procedure reasonably believed by the Mortgage Loan Seller to be adverse
to the interests of the Certificateholders was utilized in selecting the Mortgage Loans;
(vii) each Mortgage is a valid and enforceable first lien on the property securing the
related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect to
common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer than the
term of the related Mortgage, subject only to (i) the lien of current real property taxes and assessments, (ii)
covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the
date of recording of such Mortgage, such exceptions being acceptable to mortgage lending institutions generally
or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage
Loan or referred to in the lender's title insurance policy delivered to the originator of the related Mortgage
Loan and (iii) other matters to which like properties are commonly subject which do not materially interfere with
the benefits of the security intended to be provided by such Mortgage;
(viii) there is no mechanics' lien or claim for work, labor or material affecting the
premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such Mortgage
except those which are insured against by the title insurance policy referred to in (xiii) below;
(ix) there was no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a stay had been granted against levying on
the property;
(x) there is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and interest on such Mortgage Note;
(xi) the physical property subject to any Mortgage is free of material damage and is in
good repair and there is no proceeding pending or threatened for the total or partial condemnation of any
Mortgaged Property;
(xii) the Mortgaged Property and all improvements thereon comply with all requirements of
any applicable zoning and subdivision laws and ordinances;
(xiii) a lender's title insurance policy (on an ALTA or CLTA form) or binder, or other
assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Xxxxxx Xxx or Xxxxxxx
Mac, was issued on the date that each Mortgage Loan was created by a title insurance company which, to the best
of the Mortgage Loan Seller's knowledge, was qualified to do business in the jurisdiction where the related
Mortgaged Property is located, insuring the Mortgage Loan Seller and its successors and assigns that the Mortgage
is a first priority lien on the related Mortgaged Property in the original principal amount of the Mortgage
Loan. The Mortgage Loan Seller is the sole insured under such lender's title insurance policy, and such policy,
binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance
shall contain all applicable endorsements including a negative amortization endorsement, if applicable;
(xiv) at the time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the Mortgage Loan and the appraisal is in a
form acceptable to Xxxxxx Mae or Xxxxxxx Mac;
(xv) the improvements on each Mortgaged Property securing a Mortgage Loan are insured (by
an insurer which is acceptable to the Mortgage Loan Seller) against loss by fire and such hazards as are covered
under a standard extended coverage endorsement in the locale in which the Mortgaged Property is located, in an
amount which is not less than the lesser of the maximum insurable value of the improvements securing such
Mortgage Loan or the outstanding principal balance of the Mortgage Loan, but in no event in an amount less than
an amount that is required to prevent the Mortgagor from being deemed to be a co-insurer thereunder; if the
improvement on the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a
blanket policy for the condominium project; if upon origination of the related Mortgage Loan, the improvements on
the Mortgaged Property were in an area identified as a federally designated flood area, a flood insurance policy
is in effect in an amount representing coverage not less than the least of (i) the outstanding principal balance
of the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged Property or (iii) the
maximum coverage available under federal law; and each Mortgage obligates the Mortgagor thereunder to maintain
the insurance referred to above at the Mortgagor's cost and expense;
(xvi) each Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on
the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or
any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its
failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(xvii) each Mortgage Loan was originated (a) by a savings and loan association, savings
bank, commercial bank, credit union, insurance company or similar institution that is supervised and examined by
a federal or state authority, (b) by a mortgagee approved by the Secretary of HUD pursuant to Sections 203 and
211 of the National Housing Act, as amended, or (c) by a mortgage broker or correspondent lender in a manner such
that the related Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the Securities Exchange Act
of 1934, as amended, as having been originated by an entity described in clauses (a) or (b) above;
(xviii) none of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home
Ownership and Equity Protection Act of 1994, as amended or (b) "high cost home," "covered" (excluding home loans
defined as "covered home loans" in the New Jersey Home Ownership Security Act of 2002 that were originated
between November 26, 2003 and July 7, 2004), "high risk home" or "predatory" loans under any applicable state,
federal or local law (or a similarly classified loan using different terminology under a law imposing heightened
regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates,
points and/or fees);
(xix) no Mortgage Loan (a) is a "high cost loan" or "covered loan" as applicable (as such
terms are defined in the then current version of Standard & Poor's LEVELS® Glossary in effect as of the date
hereof, Appendix E, attached hereto as Exhibit 6) or (b) was originated on or after October 1, 2002 through March
6, 2003 and is governed by the Georgia Fair Lending Act;
(xx) the information set forth in Schedule A of the Prospectus Supplement with respect to
the Mortgage Loans is true and correct in all material respects;
(xxi) each Mortgage Loan was originated in accordance with the underwriting guidelines of
the related originator;
(xxii) each original Mortgage has been recorded or is in the process of being recorded in
accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in the appropriate
jurisdictions wherein such recordation is required to perfect the lien thereof for the benefit of the Trust Fund;
(xxiii) the related Mortgage File contains each of the documents and instruments listed in
Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions and qualifications
as are set forth in such Section;
(xxiv) the Mortgage Loans are currently being serviced in accordance with accepted servicing
practices; and
(xxv) with respect to each Mortgage Loan that has a prepayment penalty feature, each such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan Seller and each prepayment penalty is
permitted pursuant to federal, state and local law. No Mortgage Loan will impose a prepayment penalty for a term
in excess of five years from the date such Mortgage Loan was originated and such prepayment penalty is at least
equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the
related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan.
It is understood and agreed that the representations and warranties set forth in this Section 7
will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File.
Upon any substitution for a Mortgage Loan, the representations and warranties set forth above shall be deemed to
be made by the Mortgage Loan Seller as to any Substitute Mortgage Loan as of the date of substitution.
Upon discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or the Trustee
of a breach of any representation or warranty of the Mortgage Loan Seller set forth in this Section 7 which
materially and adversely affects the value of the interests of the Purchaser, the Certificateholders or the
Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party discovering
or receiving notice of such breach shall give prompt written notice to the others. In the case of any such breach
of a representation or warranty set forth in this Section 7, within 90 days from the date of discovery by the
Mortgage Loan Seller, or the date the Mortgage Loan Seller is notified by the party discovering or receiving
notice of such breach (whichever occurs earlier), the Mortgage Loan Seller will (i) cure such breach in all
material respects, (ii) purchase the affected Mortgage Loan at the applicable Purchase Price or (iii) if within
two years of the Closing Date, substitute a qualifying Substitute Mortgage Loan in exchange for such Mortgage
Loan; provided that, (A) in the case of a breach of the representation and warranty concerning the Mortgage Loan
Schedule contained in clause (i) of this Section 7, if such breach is material and relates to any field on the
Mortgage Loan Schedule which identifies any Prepayment Charge or (B) in the case of a breach of the
representation contained in clause (xviii) of this Section 7, then, in each case, in lieu of purchasing such
Mortgage Loan from the Trust Fund at the Purchase Price, the Sponsor shall pay the amount of the Prepayment
Charge (net of any amount previously collected by or paid to the Trust Fund in respect of such Prepayment Charge)
from its own funds and without reimbursement thereof, and the Sponsor shall have no obligation to repurchase or
substitute for such Mortgage Loan. The obligations of the Mortgage Loan Seller to cure, purchase or substitute
a qualifying Substitute Mortgage Loan shall constitute the Purchaser's, the Trustee's and the Certificateholder's
sole and exclusive remedies under this Agreement or otherwise respecting a breach of representations or
warranties hereunder with respect to the Mortgage Loans, except for the obligation of the Mortgage Loan Seller to
indemnify the Purchaser for such breach as set forth in and limited by Section 13 hereof. It is understood by
the parties hereto that a breach of the representations and warranties made in either clause (xviii) or (xix)(b)
of this Section 7 will be deemed to materially and adversely affect the value of the interests of the Purchaser,
the Certificateholders or the Trustee in the related Mortgage Loan.
Any cause of action against the Mortgage Loan Seller or relating to or arising out of a breach
by the Mortgage Loan Seller of any representations and warranties made in this Section 7 shall accrue as to any
Mortgage Loan upon (i) discovery of such breach by the Mortgage Loan Seller or notice thereof by the party
discovering such breach and (ii) failure by the Mortgage Loan Seller to cure such breach, purchase such Mortgage
Loan or substitute a qualifying Substitute Mortgage Loan pursuant to the terms hereof.
SECTION 8. Representations and Warranties Concerning the Mortgage Loan Seller. As of the date hereof and
as of the Closing Date, the Mortgage Loan Seller represents and warrants to the Purchaser as to itself in the
capacity indicated as follows:
(i) the Mortgage Loan Seller (i) is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each
jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably
be expected to have a material adverse effect on the Mortgage Loan Seller's business as presently conducted or on
the Mortgage Loan Seller's ability to enter into this Agreement and to consummate the transactions contemplated
hereby;
(ii) the Mortgage Loan Seller has full corporate power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by the Mortgage Loan Seller of this Agreement has been duly authorized by all
necessary action on the part of the Mortgage Loan Seller; and neither the execution and delivery of this
Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any
law, governmental rule, regulation, judgment, decree or order binding on the Mortgage Loan Seller or its
properties or the charter or by-laws of the Mortgage Loan Seller, except those conflicts, breaches or defaults
which would not reasonably be expected to have a material adverse effect on the Mortgage Loan Seller's ability to
enter into this Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Mortgage Loan Seller of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect of, any state, federal or other
governmental authority or agency, except those consents, approvals, notices, registrations or other actions as
have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;
(v) this Agreement has been duly executed and delivered by the Mortgage Loan Seller and, assuming due
authorization, execution and delivery by the Purchaser, constitutes a valid and binding obligation of the
Mortgage Loan Seller enforceable against it in accordance with its terms (subject to applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the Mortgage Loan Seller,
threatened against the Mortgage Loan Seller, before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Mortgage Loan Seller could reasonably be expected to be
determined adversely to the Mortgage Loan Seller and if determined adversely to the Mortgage Loan Seller
materially and adversely affect the Mortgage Loan Seller's ability to perform its obligations under this
Agreement; and the Mortgage Loan Seller is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by
this Agreement; and
(vii) the Mortgage Loan Seller's Information (identified in Exhibit 3 hereof) does not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.
SECTION 9. Representations and Warranties Concerning the Purchaser. As of the date hereof and as of the
Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:
(i) the Purchaser (i) is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and (ii) is qualified and in good standing to do business in each
jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably
be expected to have a material adverse effect on the Purchaser's business as presently conducted or on the
Purchaser's ability to enter into this Agreement and to consummate the transactions contemplated hereby;
(ii) the Purchaser has full corporate power to own its property, to carry on its business as presently
conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by the Purchaser of this Agreement have been duly authorized by all necessary
corporate action on the part of the Purchaser; and neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict
with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Purchaser or its properties or the certificate of
formation or limited liability company agreement of the Purchaser, except those conflicts, breaches or defaults
which would not reasonably be expected to have a material adverse effect on the Purchaser's ability to enter into
this Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Purchaser of this Agreement and the consummation of the
transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations or other actions as have already
been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery by the Mortgage Loan Seller, constitutes a valid and binding obligation of the Purchaser
enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and
other similar laws affecting the enforcement of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened
against the Purchaser, before or by any court, administrative agency, arbitrator or governmental body (i) with
respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which
in the judgment of the Purchaser will be determined adversely to the Purchaser and will if determined adversely
to the Purchaser materially and adversely affect the Purchaser's ability to perform its obligations under this
Agreement; and the Purchaser is not in default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this
Agreement; and
(vii) the Purchaser's Information (identified in Exhibit 4 hereof) does not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
SECTION 10. Conditions to Closing.
(1) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing
Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all
material respects; all of the representations and warranties of the Mortgage Loan Seller under this
Agreement shall be true and correct as of the date or dates specified in all material respects; and no
event shall have occurred which, with notice or the passage of time, would constitute a default under
this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received
certificates to that effect signed by authorized officers of the Mortgage Loan Seller.
(b) The Purchaser shall have received all of the following closing documents, in such forms as are agreed
upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the
Purchaser as required pursuant to the respective terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents
referred to therein;
(ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information
set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment;
(iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and
the Purchaser, and all documents required thereby duly executed by all signatories;
(iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form
reasonably acceptable to the Purchaser, and attached thereto copies of the charter and by-laws
of the Mortgage Loan Seller and evidence as to the good standing of the Mortgage Loan Seller
dated as of a recent date;
(v) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance
reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency;
(vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A
hereto the rating set forth therein; and
(vii) Such other documents, certificates (including additional representations and warranties) and opinions as
may be reasonably necessary to secure the intended ratings from each Rating Agency for the
Certificates.
(c) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase
Agreement, if applicable, shall have been issued and sold to Bear Xxxxxxx.
(d) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers
or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set
forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may
reasonably request.
(2) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction,
on or prior to the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant
to the terms of this Agreement shall have been duly performed and complied with in all material
respects, and all of the representations and warranties of the Purchaser under this Agreement shall be
true and correct in all material respects as of the date hereof and as of the Closing Date, and no event
shall have occurred which would constitute a breach by it of the terms of this Agreement, and the
Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of
the Purchaser.
(b) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such
forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all
signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents
referred to therein;
(ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan
Seller, and all documents required thereby duly executed by all signatories;
(iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably
acceptable to the Mortgage Loan Seller, and attached thereto the written consent of the member
of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling
and Servicing Agreement, together with copies of the Purchaser's certificate of formation,
limited liability company agreement and evidence as to the good standing of the Purchaser dated
as of a recent date;
(iv) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably
satisfactory to the Mortgage Loan Seller; and
(v) Such other documents, certificates (including additional representations and warranties) and opinions as
may be reasonably necessary to secure the intended rating from each Rating Agency for the
Certificates.
SECTION 11. Fees and Expenses. Subject to Section 16 hereof, the Mortgage Loan Seller shall pay on the
Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage
Loan Seller's attorneys and the reasonable fees and expenses of the Purchaser's attorneys, (ii) the fees and
expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser's Registration Statement based on the
aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the
date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel's
fees and expenses in connection with any "blue sky" and legal investment matters, (v) the fees and expenses of
the Trustee which shall include without limitation the fees and expenses of the Trustee (and the fees and
disbursements of its counsel) with respect to (A) legal and document review of this Agreement, the Pooling and
Servicing Agreement, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the
Mortgage Loans to be performed by the Trustee, (vi) the expenses for printing or otherwise reproducing the
Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating Agency
(both initial and ongoing), (viii) the fees and expenses relating to the preparation and recordation of mortgage
assignments (including intervening assignments, if any and if available, to evidence a complete chain of title
from the originator thereof to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating
to the Opinion of Counsel referred to in Section 6(i) hereof, as the case may be, and (ix) Mortgage File due
diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of
the Mortgage Loans and by Bear Xxxxxxx in connection with the sale of the Certificates. The Mortgage Loan Seller
additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are
charged by such third party and which are billed periodically.
SECTION 12. Accountants' Letters.
(i) Deloitte & Touche LLP will review the characteristics of a sample of the Mortgage Loans described in the
Final Mortgage Loan Schedule and will compare those characteristics to the description of the Mortgage Loans
contained in the Prospectus Supplement under the captions "Summary of Terms - The Mortgage Pool" and "Description
of the Mortgage Loans" and in Schedule A thereto. The Mortgage Loan Seller will cooperate with the Purchaser in
making available all information and taking all steps reasonably necessary to permit such accountants to complete
the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP
will also confirm certain calculations as set forth under the caption "Yield and Prepayment Considerations" in
the Prospectus Supplement.
(ii) To the extent statistical information with respect to the Servicer's servicing portfolio is included in
the Prospectus Supplement under the caption "The Servicer," a letter from the certified public accountant for the
Servicer will be delivered to the Purchaser dated the date of the Prospectus Supplement, in the form previously
agreed to by the Mortgage Loan Seller and the Purchaser, with respect to such statistical information.
SECTION 13. Indemnification.
(i) The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and its directors, officers and
controlling persons (as defined in Section 15 of the Securities Act) from and against any loss, claim, damage or
liability or action in respect thereof, to which they or any of them may become subject, under the Securities Act
or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon (i) any
untrue statement of a material fact contained in the Mortgage Loan Seller's Information as identified in Exhibit
3, the omission to state in the Prospectus Supplement or Prospectus (or any amendment thereof or supplement
thereto approved by the Mortgage Loan Seller and in which additional Mortgage Loan Seller's Information is
identified), in reliance upon and in conformity with Mortgage Loan Seller's Information a material fact required
to be stated therein or necessary to make the statements therein in light of the circumstances in which they were
made, not misleading, (ii) any representation or warranty assigned or made by the Mortgage Loan Seller in Section
7 or Section 8 hereof being, or alleged to be, untrue or incorrect, or (iii) any failure by the Mortgage Loan
Seller to perform its obligations under this Agreement; and the Mortgage Loan Seller shall reimburse the
Purchaser and each other indemnified party for any legal and other expenses reasonably incurred by them in
connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability
or action.
The foregoing indemnity agreement is in addition to any liability which the Mortgage Loan Seller
otherwise may have to the Purchaser or any other such indemnified party.
(ii) The Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and its respective directors,
officers and controlling persons (as defined in Section 15 of the Securities Act) from and against any loss,
claim, damage or liability or action in respect thereof, to which they or any of them may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is
based upon (a) any untrue statement of a material fact contained in the Purchaser's Information as identified in
Exhibit 4, the omission to state in the Prospectus Supplement or Prospectus (or any amendment thereof or
supplement thereto approved by the Purchaser and in which additional Purchaser's Information is identified), in
reliance upon and in conformity with the Purchaser's Information, a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances in which they were made, not
misleading, (b) any representation or warranty made by the Purchaser in Section 9 hereof being, or alleged to be,
untrue or incorrect, or (c) any failure by the Purchaser to perform its obligations under this Agreement; and the
Purchaser shall reimburse the Mortgage Loan Seller, and each other indemnified party for any legal and other
expenses reasonably incurred by them in connection with investigating or defending or preparing to defend any
such loss, claim, damage, liability or action. The foregoing indemnity agreement is in addition to any liability
which the Purchaser otherwise may have to the Mortgage Loan Seller, or any other such indemnified party,
(iii) Promptly after receipt by an indemnified party under subsection (i) or (ii) above of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom indemnification is to be sought in
writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve such
indemnified party from any liability which it may have under this Section 13 except to the extent that it has
been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In
case any such action is brought against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent it may
elect by written notice delivered to the indemnified party promptly (but, in any event, within 30 days) after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall
have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (a) the employment of such counsel shall have
been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (b)
the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (c) such indemnified party or parties shall have
reasonably concluded that there is a conflict of interest between itself or themselves and the indemnifying party
in the conduct of the defense of any claim or that the interests of the indemnified party or parties are not
substantially co-extensive with those of the indemnifying party (in which case the indemnifying parties shall not
have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses shall be borne by the indemnifying parties (provided, however, that the
indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one local counsel
in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding, an indemnifying party
shall not be liable for any settlement or any claim or action effected without its written consent; provided,
however, that such consent was not unreasonably withheld.
(iv) If the indemnification provided for in paragraphs (i) and (ii) of this Section 13 shall for any reason
be unavailable to an indemnified party in respect of any loss, claim, damage or liability, or any action in
respect thereof, referred to in Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, in such proportion as shall be appropriate to reflect
the relative benefits received by the Mortgage Loan Seller on the one hand and the Purchaser on the other from
the purchase and sale of the Mortgage Loans, the offering of the Certificates and the other transactions
contemplated hereunder. No person found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent misrepresentation.
(v) The parties hereto agree that reliance by an indemnified party on any publicly available information or
any information or directions furnished by an indemnifying party shall not constitute negligence, bad faith or
willful misconduct by such indemnified party.
SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing but may be
delivered by facsimile transmission subsequently confirmed in writing. Notices to the Mortgage Loan Seller shall
be directed to EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Telecopy: (214)
626-3800), and notices to the Purchaser shall be directed to Structured Asset Mortgage Investments II Inc., 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Telecopy: ((000)-000-0000)), Attention: Xxxxx Xxxxxxxxxxx; or to any
other address as may hereafter be furnished by one party to the other party by like notice. Any such demand,
notice or communication hereunder shall be deemed to have been received on the date received at the premises of
the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return
receipt) provided that it is received on a Business Day during normal business hours and, if received after
normal business hours, then it shall be deemed to be received on the next Business Day.
SECTION 15. Transfer of Mortgage Loans. The Purchaser retains the right to assign the Mortgage Loans and
any or all of its interest under this Agreement to the Trustee without the consent of the Mortgage Loan Seller,
and, upon such assignment, the Trustee shall succeed to the applicable rights and obligations of the Purchaser
hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11, 13
and 17 hereto and as provided in Section 2(i). Notwithstanding the foregoing, the sole and exclusive right and
remedy of the Trustee with respect to a breach of a representation or warranty of the Mortgage Loan Seller shall
be the cure, purchase or substitution obligations of the Mortgage Loan Seller contained in Sections 5 and 7
hereof.
SECTION 16. Termination. This Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser's obligation to close set
forth under Section 10(1) hereof are not fulfilled as and when required to be fulfilled or (c) by the Mortgage
Loan Seller, if the conditions to the Mortgage Loan Seller's obligation to close set forth under Section 10(2)
hereof are not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause
(b), the Mortgage Loan Seller shall pay, and in the event of termination pursuant to clause (c), the Purchaser
shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the transactions
contemplated by this Agreement. In the event of a termination pursuant to clause (a), each party shall be
responsible for its own expenses.
SECTION 17. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties
and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Seller
submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the
Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee). Subsequent to the delivery of the Mortgage
Loans to the Purchaser, the Mortgage Loan Seller's representations and warranties contained herein with respect
to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and
included in the Final Mortgage Loan Schedule and any Substitute Mortgage Loan and not to those Mortgage Loans
deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the closing of the
transactions contemplated hereby or any Deleted Mortgage Loan.
SECTION 18. Severability. If any provision of this Agreement shall be prohibited or invalid under
applicable law, this Agreement shall be ineffective only to such extent, without invalidating the remainder of
this Agreement.
SECTION 19. Counterparts. This Agreement may be executed in counterparts, each of which will be an
original, but which together shall constitute one and the same agreement.
SECTION 20. Amendment. This Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
SECTION 21. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND PERFORMED IN THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATION LAW) AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.
SECTION 22. Further Assurances. Each of the parties agrees to execute and deliver such instruments and take
such actions as another party may, from time to time, reasonably request in order to effectuate the purpose and
to carry out the terms of this Agreement including any amendments hereto which may be required by either Rating
Agency.
SECTION 23. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be
enforceable by the Mortgage Loan Seller and the Purchaser and their permitted successors and assigns and, to the
extent specified in Section 13 hereof, Bear Xxxxxxx, and their directors, officers and controlling persons
(within the meaning of federal securities laws). The Mortgage Loan Seller acknowledges and agrees that the
Purchaser may assign its rights under this Agreement (including, without limitation, with respect to the Mortgage
Loan Seller's representations and warranties respecting the Mortgage Loans) to the Trustee. Any person into which
the Mortgage Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation
involving the Mortgage Loan Seller), any person resulting from a change in form of the Mortgage Loan Seller or
any person succeeding to the business of the Mortgage Loan Seller, shall be considered the "successor" of the
Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of any
paper or any further act or consent on the part of any party hereto. Except as provided in the two preceding
sentences and in Section 15 hereto, this Agreement cannot be assigned, pledged or hypothecated by either party
hereto without the written consent of the other parties to this Agreement and any such assignment or purported
assignment shall be deemed null and void.
SECTION 24. The Mortgage Loan Seller and the Purchaser. The Mortgage Loan Seller and the Purchaser will
keep in full effect all rights as are necessary to perform their respective obligations under this Agreement.
SECTION 25. Entire Agreement. This Agreement contains the entire agreement and understanding between the
parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof.
SECTION 26. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership
or joint venture between the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective
duly authorized officers as of the date first above written.
EMC MORTGAGE CORPORATION
By: _________________________________________
Name:
Title:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
By: _________________________________________
Name:
Title:
EXHIBIT 1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which
shall be available for inspection by the Purchaser or its designee, and which shall be delivered to the Purchaser
or its designee pursuant to the terms of the Agreement:
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and
showing an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to
the Trustee, or a lost note affidavit;
(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 the original Security Instrument, assignments to the Trustee or intervening assignments
thereof which have been delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be delivered to recording offices
for recording and have not been returned to the Mortgage Loan Seller in time to permit their recording
as specified in Section 2.01(b) of the Pooling and Servicing Agreement, shall be in recordable form);
(iii) Unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which may
be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property
is located) to "Xxxxx Fargo Bank, National Association, as Trustee", with evidence of recording with
respect to each Mortgage Loan in the name of the Trustee thereon (or if the original Security
Instrument, assignments to the Trustee or intervening assignments thereof which have been delivered, are
being delivered or will, upon receipt of recording information relating to the Security Instrument
required to be included thereon, be delivered to recording offices for recording and have not been
returned to the Mortgage Loan Seller in time to permit their delivery as specified in Section 2.01(b) of
the Pooling and Servicing Agreement, the Mortgage Loan Seller may deliver a true copy thereof with a
certification by the Mortgage Loan Seller, 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");
(iv) All intervening assignments of the Security Instrument, if applicable and only to the
extent available to the Mortgage Loan Seller with evidence of recording thereon;
(v) The original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any;
(vi) The original policy of title insurance or mortgagee's certificate of title insurance
or commitment or binder for title insurance; and
(vii) The originals of all modification agreements, if applicable and available.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information with respect
to each Mortgage Loan:
(a) the city, state and zip code of the Mortgaged Property;
(b) the property type;
(c) the Mortgage Interest Rate;
(d) the Servicing Fee Rate;
(e) the LPMI Fee, if applicable;
(f) the Trustee Fee Rate, if applicable;
(g) the Net Rate;
(h) the maturity date;
(i) the stated original term to maturity;
(j) the stated remaining term to maturity;
(k) the original Principal Balance;
(l) the first payment date;
(m) the principal and interest payment in effect as of the Cut-off Date;
(n) the unpaid Principal Balance as of the Cut-off Date;
(o) the Loan-to-Value Ratio at origination;
(p) the insurer of any Primary Mortgage Insurance Policy;
(q) the MIN with respect to each MOM Loan;
(r) the Gross Margin, if applicable;
(s) the next Adjustment Date, if applicable;
(t) the Maximum Lifetime Mortgage Rate, if applicable;
(u) the Minimum Lifetime Mortgage Rate, if applicable;
(v) the Periodic Rate Cap, if applicable;
(w) the Loan Group;
(x) a code indicating whether the Mortgage Loan is negatively amortizing;
(y) which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven or ten
years or any other period;
(z) the Prepayment Charge, if any;
(aa) lien position (e.g., first lien or second lien);
(bb) a code indicating whether the Mortgage Loan is has a balloon payment;
(cc) a code indicating whether the Mortgage Loan is an interest-only loan;
(dd) the interest-only term, if applicable;
(ee) the Mortgage Loan Seller; and
(ff) the original amortization term.
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans, the total
of each of the amounts described under (n) and (j) above, the weighted average by principal balance as of the
Cut-off Date of each of the rates described under (c) through (h) above, and the weighted average remaining term
to maturity by unpaid principal balance as of the Cut-off Date.
EXHIBIT 3
MORTGAGE LOAN SELLER'S INFORMATION
All information in the Prospectus Supplement described under the following Sections: "SUMMARY OF TERMS
-- The Mortgage Pool," "DESCRIPTION OF THE MORTGAGE LOANS" and "SCHEDULE A -- CERTAIN CHARACTERISTICS OF THE
MORTGAGE LOANS."
EXHIBIT 4
PURCHASER'S INFORMATION
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan Seller's
Information.
EXHIBIT 5
SCHEDULE OF LOST NOTES
Available Upon Request
EXHIBIT 6
Standard & Poor's LEVELS® Glossary, Version 5.7 Revised, Appendix E
APPENDIX E -- Standard & Poor's Anti-Predatory Lending Categorization
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the
Jurisdictions listed below into three categories based upon a combination of factors that include (a) the risk
exposure associated with the assignee liability and (b) the tests and thresholds set forth in those laws. Note
that certain loans classified by the relevant statute as Covered are included in Standard & Poor's High Cost Loan
Category because they included thresholds and tests that are typical of what is generally considered High Cost by
the industry.
Standard & Poor's High Cost Loan Categorization
---------------------------------------------------------------------------------------------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
Xxx. §§ 00-00-000 et seq.
Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ Covered Loan
757.01 et seq.
Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Xxx. §§ Covered Loan
5-3.5-101 et seq.
Effective for covered loans offered or entered
into on or after January 1, 2003. Other
provisions of the Act took effect on June 7,
2002
---------------------------------- ------------------------------------------------- --------------------------------
Connecticut Connecticut Abusive Home Loan Lending Practices High Cost Home Loan
Act, Conn. Gen. Stat. §§ 36a-746 et seq.
Effective October 1, 2001
---------------------------------- ------------------------------------------------- --------------------------------
District of Columbia Home Loan Protection Act, D.C. Code §§ Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after January
28, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Florida Fair Lending Act, Fla. Stat. Xxx. §§ 494.0078 High Cost Home Loan
et seq.
Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 - Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx. §§ High Cost Home Loan
2003) 7-6A-1 et seq.
---------------------------------- ------------------------------------------------- --------------------------------
Georgia as amended (Mar. 7, 0000 Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx. §§ High Cost Home Loan
- current) 7-6A-1 et seq.
Effective for loans closed on or after March 7,
2003
---------------------------------- ------------------------------------------------- --------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of High Cost Loan
1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and
226.34
Effective October 1, 1995, amendments October
1, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan
815, §§ 137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License
Act effective from May 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------
Indiana Indiana Home Loan Practices Act, Ind. Code Xxx. High Cost Home Loan
§§ 24-9-1-1 et seq.
Effective for loans originated on or after
January 1, 2005.
---------------------------------- ------------------------------------------------- --------------------------------
Kansas Consumer Credit Code, Kan. Stat. Xxx. §§ High Loan to Value Consumer
16a-1-101 et seq. Loan (id. § 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a
became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------
High APR Consumer Loan (id. §
16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
Kentucky 2003 KY H.B. 000 -- Xxxx Xxxx Xxxx Xxxx Xxx, Xx. High Cost Home Loan
Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et High Cost Home Loan
seq. and 209 C.M.R. §§ 40.01 et seq.
Effective March 22, 2001 and amended from time
to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Predatory Home Loan Practices Act High Cost Home Mortgage Loan
Mass. Gen. Laws ch. 183C, §§ 1 et seq.
Effective November 7, 2004
---------------------------------- ------------------------------------------------- --------------------------------
Nevada Assembly Xxxx No. 284, Nev. Rev. Stat. §§ Home Loan
598D.010 et seq.
Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, High Cost Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ High Cost Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after
April 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home High Cost Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Xxx. §§ 1349.25 et
seq.
Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code
Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
West Virginia West Virginia Residential Mortgage Lender, West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code Xxx. §§ Act Loan
31-17-1 et seq.
Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Standard & Poor's Covered Loan Categorization
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 -- Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx. §§ Covered Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 -- March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Covered Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective November 27, 2003 -- July 5, 2004
---------------------------------- ------------------------------------------------- --------------------------------
Standard & Poor's Home Loan Categorization
---------------------------------------------------------------------------------------------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 -- Mar. 0, Xxxxxxx Xxxx Xxxxxxx Xxx, Xx. Code Xxx. §§ Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 -- March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Home Loan
Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et
seq.
Effective for loans closed on or after November
27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home Consumer Home Loan
Loans Act, S.C. Code Xxx. §§ 37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
SCHEDULE A
REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES
------------------------------------- ------------- ---------------------
Offered Certificates S&P Xxxxx'x
------------------------------------- ------------- ---------------------
Class I-A-1 AAA Aaa
------------------------------------- ------------- ---------------------
Class I-A-2A AAA Aaa
------------------------------------- ------------- ---------------------
Grantor Trust Class I-A-2B AAA Aaa
------------------------------------- ------------- ---------------------
Underlying Class I-A-2B AAA Aaa
------------------------------------- ------------- ---------------------
Class I-A-3 AAA Aaa
------------------------------------- ------------- ---------------------
Class I-X AAA Aaa
------------------------------------- ------------- ---------------------
Class II-A-1 AAA Aaa
------------------------------------- ------------- ---------------------
Class II-A-2A AAA Aaa
------------------------------------- ------------- ---------------------
Underlying Class II-A-2B AAA Aaa
------------------------------------- ------------- ---------------------
Grantor Trust Class II-A-2B AAA Aaa
------------------------------------- ------------- ---------------------
Class II-A-3 AAA Aaa
------------------------------------- ------------- ---------------------
Class I-B-1 AA+ Aaa
------------------------------------- ------------- ---------------------
Class I-B-2 AA Aa1
------------------------------------- ------------- ---------------------
Class I-B-3 AA- Aa2
------------------------------------- ------------- ---------------------
Class I-B-4 A+ Aa3
------------------------------------- ------------- ---------------------
Class I-B-5 A A2
------------------------------------- ------------- ---------------------
Class I-B-6 BBB Baa2
------------------------------------- ------------- ---------------------
Class I-B-7 BBB- Baa3
------------------------------------- ------------- ---------------------
Class I-B-8 BBB A3
------------------------------------- ------------- ---------------------
Class I-B-9 BBB- Baa2
------------------------------------- ------------- ---------------------
Class II-B-1 AA Aa1
------------------------------------- ------------- ---------------------
Class II-B-2 A Aa2
------------------------------------- ------------- ---------------------
Class II-B-3 BBB A1
------------------------------------- ------------- ---------------------
Class II-B-4 BBB- A3
------------------------------------- ------------- ---------------------
The Class I-XP-1, Class I-XP-2, Class II-XP, Class I-R, Class II-R, Class I-B-IO and Class II-B-IO Certificates
have not been rated.
None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such ratings by
the Rating Agencies.
SCHEDULE B
MORTGAGE LOAN SCHEDULE
(Provided upon request)
EXHIBIT I
FORM OF TRUSTEE LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Xxxxx Fargo Bank, National Association, a banking corporation, having a
place of business at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, as Trustee (and in no personal or
other representative capacity) under the Pooling and Servicing Agreement, dated as of October 1, 2006,
by and among Structured Asset Mortgage Investments II Inc., the Trustee and EMC Mortgage Corporation (as
amended, restated, supplemented or otherwise modified from time to time, the "Agreement"; capitalized
terms not defined herein have the definitions assigned to such terms in the Agreement), relating to the
Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through Certificates, Series 2006-AR3,
hereby appoints _______________, in its capacity as Servicer under the Agreement, as the Trustee's true
and lawful Special Attorney-in-Fact, in the Trustee's name, place and stead and for the Trustee's
benefit, but only in its capacity as Trustee aforesaid, to perform all acts and execute all documents as
may be customary, necessary and appropriate to effectuate the following enumerated transactions in
respect of any mortgage, deed of trust, promissory note or real estate owned from time to time owned
(beneficially or in title, whether the Trustee is named therein as mortgagee or beneficiary or has
become mortgagee or beneficiary by virtue of endorsement, assignment or other conveyance) or held by or
registered to the Trustee (directly or through custodians or nominees), or in respect of which the
Trustee has a security interest or other lien, all as provided under the applicable Agreement and only
to the extent the respective Trustee has an interest therein under the Agreement, and in respect of
which the Servicer is acting as servicer pursuant to the Agreement (the "Mortgage Documents").
This appointment shall apply to the following enumerated transactions under the Agreement only:
1. The modification or re-recording of any Mortgage Document for the purpose of correcting it to conform to
the original intent of the parties thereto or to correct title errors discovered after title insurance was issued
and where such modification or re-recording does not adversely affect the lien under the Mortgage Document as
insured.
2. The subordination of the lien under a Mortgage Document to an easement in favor of a public utility
company or a state or federal agency or unit with powers of eminent domain including, without limitation, the
execution of partial satisfactions/releases, partial reconveyances and the execution of requests to trustees to
accomplish same.
3. The conveyance of the properties subject to a Mortgage Document to the applicable mortgage insurer, or
the closing of the title to the property to be acquired as real estate so owned, or conveyance of title to real
estate so owned.
4. The completion of loan assumption and modification agreements in respect of Mortgage Documents.
5. The full or partial satisfaction/release of a Mortgage Document or full conveyance upon payment and
discharge of all sums secured thereby, including, without limitation, cancellation of the related note.
6. The assignment of any Mortgage Document, in connection with the repurchase of the mortgage loan secured
and evidenced thereby.
7. The full assignment of a Mortgage Document upon payment and discharge of all sums secured thereby in
conjunction with the refinancing thereof, including, without limitation, the assignment of the related note.
8. With respect to a Mortgage Document, the foreclosure, the taking of a deed in lieu of foreclosure, or
the completion of judicial or non-judicial foreclosure or termination, cancellation or rescission of any such
foreclosure, including, without limitation, any and all of the following acts:
the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;
b. the preparation and issuance of statements of breach or non-performance;
c. the preparation and filing of notices of default and/or notices of sale;
d. the cancellation/rescission of notices of default and/or notices of sale;
e. the taking of a deed in lieu of foreclosure; and
f. the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage Document or state law to expeditiously
complete said transactions in paragraphs 8(a) through 8(e), above.
9. Demand, xxx for, recover, collection and receive each and every sum of money, debt, account and interest
(which now is, or hereafter shall become due and payable) belonging to or claimed by the Trustee under the
Mortgage Documents, and to use or take any lawful means for recovery thereof by legal process or otherwise.
10. Endorse on behalf of the Trustee all checks, drafts and/or negotiable instruments made payable to the
Trustee in respect of the Mortgage Documents.
The Trustee gives the Special Attorney-in-Fact full power and authority to execute such instruments and to do and
perform all and every act and thing necessary and proper to carry into effect the power or powers granted by this
Limited Power of Attorney, subject to the terms and conditions set forth in the Agreement including the standard
of care applicable to the servicer in the Agreement, and hereby does ratify and confirm what such Special
Attorney-in-Fact shall lawfully do or cause to be done by authority hereof.
IN WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be hereto signed and affixed
and these presents to be acknowledged by its duly elected and authorized officer this ___ day of _________ , 20__.
Xxxxx Fargo Bank, National Association,
as Trustee
By: _________________________________________
Name:
Title:
WITNESS: WITNESS:
_______________________________ _______________________________
Name: Name:
Title: Title:
XXXXX XX XXX XXXX
XX
XXXXXX XX XXX XXXX
Xx ______________, 20___, before me, the undersigned, a Notary Public in and for said state, personally
appeared __________________, personally known to me to be the person whose name is subscribed to the within
instrument, and such person acknowledged to me that such person executed the within instrument in such person's
authorized capacity as a Senior Vice President of Xxxxx Fargo Bank, National Association, and that by such
signature on the within instrument the entity upon behalf of which such person acted executed the instrument.
WITNESS my hand and official seal.
______________________________
Notary Public
EXHIBIT J
[RESERVED]
EXHIBIT K
LOAN LEVEL FORMAT FOR TAPE INPUT,
SERVICER PERIOD REPORTING
The format for the tape should be:
1. Record length of 240
2. Blocking factor of 07 records per block
3. ASCII
4. Unlabeled tape
5. 6250 or 1600 BPI (please indicate)
COBOL
Field Name Position Length "picture"
[Reserved] 001-002 2 "01"
Unit Code 003-004 2 " "
Loan Number 005-014 10 X(10)
Borrower Name 015-034 20 X(20)
Old Payment Amount 035-045 11 S9(9)V9(02)
Old Loan Rate 046-051 6 9(2)V9(04)
Servicer Fee Rate 052-057 6 9(2)V9(04)
Servicer Ending Balance 058-068 11 S9(9)V9(02)
Servicer Next Due Date 069-076 8 CCYYMMDD
Curtail Amt 1 - Before 077-087 11 S9(9)V9(02)
Curtail Date 1 088-095 8 CCYYMMDD
Curtail Amt 1 - After 096-106 11 S9(9)V9(02)
Curtail Amt 2 - Before 107-117 11 S9(9)V9(02)
Curtail Date 2 118-125 8 CCYYMMDD
Curtail Amt 2 - After 126-136 11 S9(9)V9(02)
Curtail Amt 3 - Before 137-147 11 S9(9)V9(02)
Curtail Date 3 148-155 8 CCYYMMDD
Curtail Amt 3 - After 156-166 11 S9(9)V9(02)
New Payment Amount 167-177 11 S9(9)V9(02)
New Loan Rate 178-183 6 9(2)V9(04)
Index Rate 184-189 6 9(2)V9(04)
Remaining Term 190-192 3 9(3)
Liquidation Amount 193-203 11 S9(9)V9(02)
Action Code 204-205 2 X(02)
Scheduled Principal 206-216 11 S9(9)V9(02)
Scheduled Interest 217-227 11 S9(9)V9(02)
Scheduled Ending Balance 228-238 11 S9(9)V9(02)
FILLER 239-240 2 X(02)
Trailer Record:
Number of Records 001-006 6 9(06)
FILLER 000-000 000 X(234)
Field Names and Descriptions:
Field Name Description
[Reserved] Hard code as "01" used internally
Unit Code Hard code as " " used internally
Loan Number Investor's loan number
Borrower Name Last name of borrower
Old Payment Amount P&I amount used for the applied payment
Old Loan Rate Gross interest rate used for the applied payment
Servicer Fee Rate Servicer's fee rate
Servicer Ending Balance Ending actual balance after a payment has been applied
Servicer Next Due Date Borrower's next due date for a payment
Curtailment Amount 1 - Before Amount of curtailment applied before the payment
Curtailment Date 1 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 1 -- After Amount of curtailment applied after the payment
Curtailment Amount 2 - Before Amount of curtailment applied before the payment
Curtailment Date 2 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 2 -- After Amount of curtailment applied after the payment
Curtailment Amount 3 - Before Amount of curtailment applied before the payment
Curtailment Date 3 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 3 -- After Amount of curtailment applied after the payment
New Payment Amount For ARM, Equal, or Buydown loans, when a payment change
occurs, this is the scheduled payment
New Loan Rate For ARM loans, when the gross interest rate change occurs,
this is the scheduled rate
Index Rate For ARM loans, the index rate used in calculating the new
gross interest rate
Remaining Term For ARM loans, the number of months left on the loan used
to determine the new P&I amount
Liquidation Amount The payoff amount of the loan
Action Code For delinquent loans:
12 -- Relief Provisions
15 -- Bankruptcy/Litigation
20 -- Referred for Deed-in-lieu, short sale
30 -- Referred to attorney to begin foreclosure
60 -- Loan Paid in full
70 -- Real Estate Owned
Scheduled Principal Amount of principal from borrower payment due to
bondholder
Scheduled Interest Amount of interest from borrower payment due to bondholder
Scheduled Ending Balance Ending scheduled balance of loan
FILLER Should be filled with spaces
EXHIBIT L
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Xxxxx Fargo Bank in an Excel spreadsheet format with fixed field names and data type.
The Excel spreadsheet should be used as a template consistently every month when submitting data.
Table: Delinquency
Name Type Size
Servicer Loan # Number (Double) 8
Investor Loan # Number (Double) 8
Borrower Name Text 20
Address Text 30
State Text 2
Due Date Date/Time 8
Action Code Text 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date Date/Time 8
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
o Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order
for your file to be accepted.
The Action Code Field should show the applicable numeric code to indicate that a special action is being taken.
The Action Codes are the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred fore Foreclosure
00-Xxxxxx
00-Xxxxxxxxxx
00-XXX-Xxxx for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Xxxxx Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are consistent with
industry standards. If Action Codes other than those above are used, the Servicer must supply Xxxxx Fargo Bank
with a description of each of the Action Codes prior to sending the file.
Description of Action Codes:
Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a
delinquency. The Action Date is the date the relief is expected to end. For military indulgence, it will be
three months after the Borrower's discharge from military service.
Action Code 15 - To report the Borrower's filing for bankruptcy or instituting some other type of litigation that
will prevent or delay liquidation of the Mortgage Loan. The Action Date will be either the date that any
repayment plan (or forbearance) instituted by the bankruptcy court will expire or an additional date by which the
litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the property. The
Action Date is the date the Servicer decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan. The Action Date is
the date the Servicer referred the case to the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has been
accepted, and the Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property and may
dispose of it. The Action Date is the date of the foreclosure sale or, for deeds-in-lieu, the date the deed is
recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the property, or a
total condemnation of the property has occurred. The Action Date is the date of the foreclosure sale or the date
the condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted, and the
property may be conveyed to the mortgage insurer and the pool insurance claim has been filed. The Action Date is
the date of the foreclosure sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement. The following are acceptable:
ASUM- Approved Assumption
BAP- Borrower Assistance Program
CO- Charge Off
DIL- Deed-in-Lieu
FFA- Formal Forbearance Agreement
MOD- Loan Modification
PRE- Pre-Sale
SS- Short Sale
MISC- Anything else approved by the PMI or Pool Insurer
Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent
with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply
Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property. The acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
EXHIBIT M
Swap Agreements
BEAR XXXXXXX CAPITAL MARKETS INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
TEL 000-000-0000
DATE: October 31, 2006
TO: Bear Xxxxxxx Mortgage Funding Grantor Trust 2006-AR3
COPY TO: Xxxxx Fargo Bank, National Association
ATTENTION: Client Manager, BSMF 06-AR3
TELEPHONE: 410-884-2000
FACSIMILE: 000-000-0000
FROM: Derivatives Documentation
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
SUBJECT: Mortgage Derivatives Confirmation
REFERENCE NUMBER(S): CXBSMF63G1
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered
into on the Trade Date specified below (the "Transaction") between Bear Xxxxxxx Capital Markets Inc.
("Bear Xxxxxxx") and Bear Xxxxxxx Mortgage Funding Grantor Trust 2006-AR3 ("Counterparty"). This letter
agreement constitutes the sole and complete "Confirmation," as referred to in the "Master Agreement" (as
defined below), with respect to the Transaction.
1. This Confirmation is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"),
as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). The parties agree to
negotiate, execute and deliver an agreement in the form of the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) (the "Form Master Agreement"), together with the schedule thereto and any
other related documents, each in form and substance as the parties shall in good faith agree
(collectively, the "Executed Master Agreement"). In addition, the parties agree that until execution and
delivery of the Executed Master Agreement, a Form Master Agreement, shall be deemed to have been executed
and delivered by the parties on the Trade Date of the first transaction that by its terms is intended to
be governed by a Master Agreement. All provisions contained in, or incorporated by reference to, the Form
Master Agreement or the Executed Master Agreement (as applicable, the "Master Agreement") shall govern the
Transaction referenced in this Confirmation, except as expressly modified below. This Confirmation,
together with all of the other documents confirming any and all Transactions entered into between us
(regardless of which branch, if any, either of us has acted through) that by their terms are intended to
be governed by a Master Agreement, shall supplement, form a part of and be subject to the Master
Agreement. In the event of any inconsistency between the provisions of this Confirmation and the
Definitions or Master Agreement, this Confirmation shall prevail for the purpose of this Transaction.
Terms capitalized but not defined herein shall have the meaning ascribed to them in the Grantor Trust
Agreement, dated as of October 31, 2006 (the "Grantor Trust Agreement") among Structured Asset Mortgage
Investment II Inc., as depositor (the "Depositor"), and Xxxxx Fargo Bank, National Association, as grantor
trustee (the "Grantor Trustee").
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date: October 26, 2006
Effective Date: October 31, 2006
Notional Amount: For any Calculation Period, the Current
Principal Amount of the Grantor Trust Certificates (defined
below) as of the close of business on the 25th day of the
month in which such Calculation Period begins (or, if
remittances on such Grantor Trust Certificates are not made
on such day, as of the close of business on the next day on
which such remittances are made).
Termination Date: The earlier to occur of (a) the Distribution
Date (as defined in the Underlying Pooling and Servicing
Agreement) following the date on which the aggregate
outstanding principal balance of the Underlying Reference
Certificates is reduced to zero and the Deferred Interest
Carry-Forward Balance is zero or (b) November 25, 2036,
subject, in each case, to adjustment in accordance with the
Business Day Convention.
Grantor Trust Certificates: The Class I-A-2B
Certificates issued pursuant to the Grantor Trust Agreement).
Underlying Reference
Certificates: The Class I-A-2B Certificates issued
pursuant to the Underlying Pooling and Servicing Agreement.
Bear Xxxxxxx
Payment Amounts:
Bear Xxxxxxx
Payment Dates: The 25th calendar day of each
month during the Term of this Transaction, commencing
November 25, 2006 and ending on the Termination Date,
subject to adjustment in accordance with the Business Day
Convention
Bear Xxxxxxx
Payment Amounts: On each Bear Xxxxxxx Payment Date, Bear Xxxxxxx shall pay to
Counterparty an amount equal to any Net Deferred Interest
allocated to the Current Principal Amount of the Underlying
Reference Certificates in accordance with the definition of
Net Deferred Interest in the Underlying Pooling and
Servicing Agreement for the Distribution Date (as defined in
the Underlying Pooling and Servicing Agreement) occurring on
such Bear Xxxxxxx Payment Date.
Counterparty Payments:
Counterparty
Payment Dates: Each Bear Xxxxxxx Payment Date.
Counterparty
Payment Amounts #1: On the initial Counterparty Payment Date, zero and for
each Counterparty Payment Date thereafter, Counterparty
shall pay to Bear Xxxxxxx an amount equal to the lesser
of:
(a) the Deferred Interest Carry-Forward Balance for
the previous Counterparty Payment Date, and
(b) the amount distributed on the Distribution Date
(as defined in the Underlying Pooling and
Servicing Agreement) occurring on such
Counterparty Payment Date to the Underlying
Reference Certificates in respect of (i)
principal reducing the Current Principal Amount
of the Underlying Reference Certificates and
(ii) Unpaid Realized Loss Amounts.
Deferred Interest
Carry-Forward Balance: For each Counterparty Payment Date, an amount equal to
the sum of:
(a) the Deferred Interest Carry-Forward Balance as of
the preceding Counterparty Payment Date (which for the
initial Counterparty Payment Date shall be deemed to be
zero), plus (b) any Bear Xxxxxxx Payment Amounts paid by
Bear Xxxxxxx to Counterparty on such Counterparty
Payment Date less (c) any Counterparty Payment Amounts
#1 paid to Bear Xxxxxxx by the Counterparty on such
Counterparty Payment Date.
Counterparty
Payment Amounts #2: On each Counterparty Payment Date, Counterparty shall
pay to Bear Xxxxxxx an amount equal to interest on the
Deferred Interest Carry-Forward Balance as of the
preceding Payment Date accrued from and including, the
Period End Date preceding such Payment Date to, but
excluding, the Period End Date for such Counterparty
Payment Date at a rate equal to the Pass-Through Rate
(as defined in the Underlying Pooling and Servicing
Agreement) for the Underlying Reference Certificates.
Additional Payment: On October 31, 2006, subject to adjustment in
accordance with the Business Day Convention,
Counterparty shall pay to Bear Xxxxxxx the amount of USD
9,000
Business Day Convention: Following
Business Days: Any day other than (i) a Saturday or a
Sunday, or (ii) a day on which (a) the New York Stock
Exchange or Federal Reserve is closed or (b) banking
institutions in New York City or in any of the jurisdictions
in which the Trustee, the Master Servicer, the Servicer or
the Securities Administrator (each as defined in the
Underlying Pooling and Servicing Agreement) is located are
authorized or obligated by law or executive order to be
closed.
Calculation Agent: Bear Xxxxxxx
3. Additional Provisions: (a) Each party hereto is hereby
advised and acknowledges that the other party has engaged in
(or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other
material actions in reliance upon the entry by the parties
into the Transaction being entered into on the terms and
conditions set forth herein and in the Confirmation relating
to such Transaction, as applicable. This paragraph shall be
deemed repeated on the trade date of each Transaction.
(b) On the second Business Day prior to each
Payment Date, the Paying Agent shall provide Bear Xxxxxxx
with the amount and supporting calculations of any Bear
Xxxxxxx Payment Amounts, Counterparty Payment Amounts #1,
and Counterparty Payment Amounts #2, if any, to be paid on
such Payment Date. For the avoidance of doubt, Bear Xxxxxxx
shall not be obligated to make any payment on a Payment Date
until it has received from the Paying Agent the information
set forth in the preceding sentence.
(c) Notwithstanding anything in Section 2(c) of the
Form Master Agreement to the contrary, if on any date an
amount would be owned by Bear Xxxxxxx to Counterparty after
application of the netting provisions of Section 2(c) of the
Form Master Agreement with respect to such date, subject to
Section 3(c) above, Bear Xxxxxxx hereby agrees to remit such
payment to Counterparty one Business Day prior to such date.
4. Provisions Deemed Incorporated in a Schedule to the Form Master Agreement:
1) The parties agree that subparagraph (ii) of Section 2(c) of the Form Master Agreement will apply to
any Transaction.
2) Termination Provisions. For purposes of the Form Master Agreement:
(a) "Specified Entity" is not applicable to Bear Xxxxxxx or Counterparty for any purpose.
(b) "Specified Transaction" is not applicable to Bear Xxxxxxx or Counterparty for any purpose, and,
accordingly, Section 5(a)(v) will not apply to Bear Xxxxxxx and will not apply to Counterparty.
(c) Section 5(a)(i) of the Form Master Agreement is hereby amended by deleting the word "third"
therein and replacing it with the word "second."
(d) "Breach of Agreement" provision of Section 5(a)(ii) will not apply to Bear Xxxxxxx and will not
apply to Counterparty.
(e) "Credit Support Default" provisions of Section 5(a)(iii) will apply to Bear Xxxxxxx and will not
apply to Counterparty.
(f) "Misrepresentation" provisions of Section 5(a)(iv) will not apply to Bear Xxxxxxx and will not
apply to Counterparty.
(g) The "Merger Without Assumption" provision of Section 5(a)(viii) will apply to Bear Xxxxxxx and
will not apply to Counterparty.
(h) The "Cross Default" provision of Section 5(a)(vi) will not apply to Bear Xxxxxxx and will not apply to
Counterparty.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Bear Xxxxxxx and
will not apply to Counterparty.
(j) The "Bankruptcy" provision of Section 5(a)(vii)(2) will apply to Bear Xxxxxxx and will not apply
to Counterparty.
(k) The "Automatic Early Termination" provision of Section 6(a) will not apply to Bear Xxxxxxx or to
Counterparty.
(l) Payments on Early Termination. For the purpose of Section 6(e) of the Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(m) "Termination Currency" means United States Dollars.
(n) Additional Termination Events.
(i) The following shall constitute an Additional Termination Event, upon which Counterparty
will have the right to designate an Additional Termination Event, Bear Xxxxxxx will be the sole
Affected Party and all Transactions hereunder will be Affected Transactions. For avoidance of
doubt, the above remedy shall be the sole remedy available to Counterparty upon the occurrence of
such Additional Termination Event.
(a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Xxxxxxx
to comply with Section 18(a) below; and
(b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Xxxxxxx
to, within 30 days from such failure, at its own expense, (i) transfer its rights and
obligations under the Form Master Agreement to a replacement party that has (or whose
guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the
First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master
Agreement with a form of guaranty satisfying the Rating Agency Condition; provided that
if such form of guaranty is identical to the Guaranty (other than the name of the
guarantor, the effective date and the date of such guaranty), satisfaction of the Rating
Agency Condition shall not be required and Bear Xxxxxxx shall provide a copy of such
guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iii) take
such other steps that satisfies the Rating Agency Condition.
(ii) The failure by Counterparty to comply with Section 16 below shall constitute an
Additional Termination Event hereunder, upon which Counterparty shall be the sole Affected Party
and all Transactions hereunder shall be Affected Transactions.
3) Tax Representations. Bear Xxxxxxx represents that it is a corporation duly organized and validly
existing under the laws of the State of Delaware, and Counterparty represents that it is a statutory trust
duly organized and validly existing under the laws of the State of Delaware.
4) Reserved
5) Documents to be Delivered. For the purpose of Section 4(a):
(1) Tax forms, documents, or certificates to be delivered are:
Party required to deliver document Form/Document/ Date by which to
Certificate be delivered
Bear Xxxxxxx and Any document required or Promptly after the earlier of (i) reasonable
the Counterparty reasonably requested to allow demand by either party or (ii) learning that
the other party to make such form or document is required
payments under the Form Master
Agreement without any deduction
or withholding for or on the
account of any Tax or with such
deduction or withholding at a
reduced rate
(2) Other documents to be delivered are:
Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation
deliver document Certificate be delivered
Bear Xxxxxxx and Any documents required by Upon the execution and Yes
the Counterparty the receiving party to delivery of the Form
evidence the authority of Master Agreement and such
the delivering party or its Confirmation
Credit Support Provider, if
any, for it to execute and
deliver the Form Master
Agreement, any Confirmation
, and any Credit Support
Documents to which it is a
party, and to evidence the
authority of the delivering
party or its Credit Support
Provider to perform its
obligations under the Form
Master Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be
Bear Xxxxxxx and A certificate of an Upon the execution and Yes
the Counterparty authorized officer of the delivery of the Form
party, as to the incumbency Master Agreement and such
and authority of the Confirmation
respective officers of the
party signing the Form Master
Agreement, any relevant
Credit Support Document, or
any Confirmation, as the
case may be
Bear Xxxxxxx A copy of its most recent Promptly after the request
audited consolidated of by other Party
financial statements
6) Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a) of the Form Master Agreement:
Contact details for notices or communications to Bear Xxxxxxx:
Tel: 000-000-0000
Fax: 000-000-0000
Attention: Credit Derivatives Department
(For all purposes)
Contact details for notices or communications to the Counterparty:
Xxxxx Fargo Bank, NA
0000 Xxx Xxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, BSMF 06-AR3
Facsimile: 000-000-0000
Phone: 000-000-0000
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c):
Bear Xxxxxxx appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) will not apply to the Form Master Agreement; neither
Bear Xxxxxxx nor the Counterparty have any Offices other than as set forth in the Notices Section
and Bear Xxxxxxx agrees that, for purposes of Section 6(b) of the Form Master Agreement, it shall
not in future have any Office other than one in the United States.
(d) Multibranch Party. For the purpose of Section 10(c) of the Form Master Agreement:
Bear Xxxxxxx is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Bear Xxxxxxx.
(f) Credit Support Document.
Bear Xxxxxxx: Guaranty (the "Guaranty") of The Bear Xxxxxxx Companies Inc.
The Counterparty: Not Applicable
(g) Credit Support Provider.
Bear Xxxxxxx: The Bear Xxxxxxx Companies Inc.
The Counterparty: Not Applicable
(h) Governing Law. The parties to the Form Master Agreement hereby agree that the law of the State
of New York shall govern their rights and duties in whole without regard to conflict of law provisions
thereof other than New York General Obligations Law Sections 5-1401 and 5-1402
(i) Severability. If any term, provision, covenant, or condition of the Form Master Agreement, or
the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in
whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if the Form Master Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as the Form Master Agreement as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter of the
Form Master Agreement and the deletion of such portion of the Form Master Agreement will not substantially
impair the respective benefits or expectations of the parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable
term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition,
the economic effect of which comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time
and from time to time, by the other party of any and all communications between officers or employees of
the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers
and employees of such monitoring or recording.
(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect
of any Proceedings relating to the Form Master Agreement or any Credit Support Document.
7) Affiliate. Notwithstanding the definition of Affiliate in Section 14 of the Form Master
Agreement, for purposes hereof each party will be deemed not to have any Affiliates.
8) Relationship Between Parties. Section 3 of the Form Master Agreement is hereby amended by
adding at the end thereof the following subsection (g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date
when it enters into a Transaction that:
(1) Nonreliance. It is not relying on any statement or representation of the other party
regarding the Transaction (whether written or oral), other than the representations expressly made in the
Form Master Agreement or the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through independent
professional advice) the Transaction and has made its own decision to enter into the Transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is
willing and able to accept those terms and conditions and to assume those risks, financially and
otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of managing its
borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of
business.
(4) Principal. The other party is not acting as a fiduciary for or an adviser to it in
respect of the Transaction."
9) Proceedings. Bear Xxxxxxx shall not institute against or cause any other person to
institute against, or join any other person in instituting against Counterparty any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal
or state bankruptcy or similar law for a period of one year and one day (or, if longer, the applicable
preference period) following payment in full of the Grantor Trust Certificates and the Underlying
Reference Certificates.
10) Set-off. Notwithstanding any provision of the Form Master Agreement or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or
otherwise withhold or suspend or condition payment or performance of any obligation between it and the
other party hereunder against any obligation between it and the other party under any other
agreements. The provisions for Set-off set forth in Section 6(e) of the Form Master Agreement shall not
apply for purposes of this Transaction.
11) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other
modification of this Transaction shall be permitted by either party unless each Rating Agency has been
provided prior notice of the same and confirms in writing (including by facsimile transmission) that it
will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Grantor Trust
Certificates as a result of such transfer, amendment, waiver, supplement, assignment or other
modification; provided that upon notice to the Rating Agencies, Bear Xxxxxxx may transfer the
Transaction(s) pursuant to the Form Master Agreement and all of its interests in such Transaction(s) and
all of its Obligations in or under the Form Master Agreement to its Credit Support Provider or any
affiliates thereof, and if such transfer is to an entity other than its Credit Support Provider, Bear
Xxxxxxx will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all of
such transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear Xxxxxxx
delivered in connection with the Form Master Agreement (other than the name of the guaranteed party, the
effective date and the date of such guaranty). Upon such transfer, Bear Xxxxxxx will be fully released
from any and all Obligations and liabilities related to the interests assigned.
12) Limited Recourse Non-petition. The liability of the Counterparty in relation to the Form Master
Agreement and any Confirmation hereunder is limited in recourse to assets in the Trust Fund (as defined in
the Grantor Trust Agreement) and payments of interest proceeds and principal proceeds thereon applied in
accordance with the terms of the Grantor Trust Agreement. Upon application of all of the assets in the
Trust Fund (and proceeds thereon) in accordance with the Grantor Trust Agreement, Bear Xxxxxxx shall not
be entitled to take any further steps against the Counterparty to recover any sums due but still unpaid
hereunder or thereunder, all claims in respect of which shall be extinguished.
13) Non-Reliance. Each party represents to the other party that (a) it has not received and is not relying
upon any legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party
regarding this Transaction, other than representations expressly made by that other party in this
Confirmation and in the Form Master Agreement and (b) in respect of this Transaction, (i) it has the
capacity to evaluate (internally or through independent professional advice) this Transaction and has made
its own decision to enter into this Transaction and (ii) it understands the terms, conditions and risks of
this Transaction and is willing to assume (financially and otherwise) those risks. Counterparty
acknowledges that Bear Xxxxxxx has advised Counterparty to consult its own tax, accounting and legal
advisors in connection with this Transaction evidenced by this Confirmation and that the Counterparty has
done so.
14) Eligible Contract Participant. Each party represents that it constitutes an "eligible contract
participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.
15) Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this
letter agreement is executed and delivered by the Counterparty, not individually or personally but solely
as the Grantor Trustee for the Trust, in the exercise of the powers and authority conferred and vested in
it, (b) the representation, undertakings and agreements herein made on part of the Trust are made and
intended not as personal representations, undertakings and agreements by the Counterparty but are made and
intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as
creating any liability on the Counterparty, individually or personally, to perform any convenient either
expressed or implied contained herein, all such liability, if any, being expressly waived by the parties
who are signatories to this letter agreement and by any person claiming by, through or under such parties
and (d) under no circumstances shall the Counterparty be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this letter agreement.
16) Amendments to Grantor Trust Agreement and Underlying Pooling and Servicing Agreement. Without the
prior written consent of Bear Xxxxxxx, Counterparty shall not (i) amend the Grantor Trust Agreement or
enter into any amendment or supplemental agreement to the Grantor Trust Agreement if such amendment or
supplemental agreement could reasonably be expected to have a material adverse effect on the interests of
Bear Xxxxxxx hereunder or under the Grantor Trust Agreement or (ii) consent to any amendment or
supplemental agreement to the Underlying Pooling and Servicing Agreement if such amendment or supplemental
agreement could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx
hereunder or on the interests of a holder of the Underlying Reference Certificates under the Underlying
Pooling and Servicing Agreement. Counterparty will furnish to Bear Xxxxxxx a copy of each proposed and
each executed amendment or supplemental agreement and copies of any related Rating Agency confirmation
therewith, if any.
17) Permitted Security Interest. For purposes of Section 7 of the Form Master Agreement, Bear Xxxxxxx
hereby consents to the Permitted Security Interest.
"Permitted Security Interest" means the collateral assignment by Counterparty of the Swap
Collateral to the Indenture Trustee pursuant to the Indenture, and the granting to the
Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture.
"Swap Collateral" means all right, title and interest of Counterparty in the Form Master
Agreement, each Transaction hereunder, and all present and future amounts payable by Bear
Xxxxxxx to Counterparty under or in connection with the Form Master Agreement or any
Transaction governed by the Form Master Agreement, whether or not evidenced by a Confirmation,
including, without limitation, any transfer or termination of any such Transaction.
(18) (a) If Bear Xxxxxxx (or its guarantor) fails to have the First Trigger Required Ratings,
Bear Xxxxxxx shall (within 30 days from such failure), at its own expense, (i) transfer its
rights and obligations under the Form Master Agreement to a replacement party that has (or
whose guarantor has) the First Trigger Required Ratings, (ii) post collateral to Counterparty
to secure Bear Xxxxxxx' obligations under the Form Master Agreement in such amount that the
Rating Agencies confirm in writing will be sufficient to maintain the rating on the Grantor
Trust Certificates, (iii) obtain a guarantor having the First Trigger Required Ratings for Bear
Xxxxxxx' obligations under the Form Master Agreement with a form of guaranty satisfying the
Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty
(other than the name of the guarantor, the effective date and the date of such guaranty),
satisfaction of the Rating Agency Condition shall not be required and Bear Xxxxxxx shall
provide a copy of such guaranty to each Rating Agency then rating the Grantor Trust
Certificates or (iv) take such other steps that satisfies the Rating Agency Condition.
(b) If Bear Xxxxxxx (or its guarantor) fails to have the Second Trigger Required Ratings,
Bear Xxxxxxx shall, within 10 days from such failure, at its own expense, seek to (i) transfer
its rights and obligations under the Form Master Agreement to a replacement party that has (or
whose guarantor has) the First Trigger Required Ratings, (ii) obtain a guarantor having the
First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master Agreement
with a form of guaranty satisfying the Rating Agency Condition; provided that if such form of
guaranty is identical to the Guaranty (other than the name of the guarantor, the effective date
and the date of such guaranty), satisfaction of the Rating Agency Condition shall not be
required and Bear Xxxxxxx shall provide a copy of such guaranty to each Rating Agency then
rating the Grantor Trust Certificates or (iii) take such other steps that satisfies the Rating
Agency Condition.
As used herein:
"First Trigger Required Ratings" shall mean, with respect to any entity (a) either (i)
the unsecured, short-term debt obligations of such entity (or its Credit Support
Provider) are rated at least 'A-1' by S&P or (ii) if such entity does not have a
short-term rating from S&P, the unsecured, long-term senior debt obligations of such
entity (or its Credit Support Provider) are rated at least 'A+' by S&P, and (b) either
(i) the unsecured, long-term senior debt obligations of such entity (or its Credit
Support Provider) are rated at least 'A-1' by Xxxxx'x (and if rated 'A-1' by Xxxxx'x,
such rating is not on watch for possible downgrade) and the unsecured, short-term debt
obligations of such entity (or its Credit Support Provider) are rated at least 'P-1'
by Xxxxx'x (and if rated 'P-1' by Xxxxx'x, such rating is not on watch for possible
downgrade and remaining on watch for possible downgrade), or (ii) if such entity (or
its Credit Support Provider) does not have a short-term debt rating from Xxxxx'x, the
unsecured, long-term senior debt obligations of such entity (or its Credit Support
Provider) are rated at least 'Aa3' by Xxxxx'x (and if rated 'Aa3' by Xxxxx'x, such
rating is not on watch for possible downgrade).
"Second Trigger Required Ratings" shall mean, with respect to any entity (a) the
unsecured, long-term senior debt obligations of such entity (or its Credit Support
Provider) are rated at least 'BBB-' by S&P, and (b) either (i) the unsecured,
long-term senior debt obligations of such entity (or its Credit Support Provider) are
rated at least 'A3' by Xxxxx'x (and such rating is not on watch for possible
downgrade) and the unsecured, short-term debt obligations of such entity (or its
Credit Support Provider) are rated at least 'P-2' by Xxxxx'x (and such rating is not
on watch for possible downgrade) or (ii) if such entity (or its Credit Support
Provider) does not have a short-term rating from Xxxxx'x, the unsecured, long-term
senior debt obligations of such entity (or its Credit Support Provider) are rated at
least 'A2' by Xxxxx'x.
"Rating Agency Condition" means, with respect to any particular proposed act or
omission to act hereunder that the party acting or failing to act must consult with
any of Rating Agency then providing a rating of the Grantor Trust Certificates and
receive from each Rating Agency a prior written confirmation that the proposed action
or inaction would not cause a downgrade or withdrawal of the then-current rating of
the Grantor Trust Certificates.
5. Account Details and
Settlement information: Payments to Bear Xxxxxxx:
Citibank, N.A., New York
ABA Number: 000-0000-00, for the account of
Bear, Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Capital Markets
Sub-account Number: 000-00000-00
Attention: Derivatives Operations
Payments to Counterparty:
Xxxxx Fargo Bank, National Association
San Francisco, CA
ABA# 000-000-000
A/C: 0000000000
Account Name: SAS Clearing
For Further Credit to: 50960702, BSMF 06-AR3 Swap Account
This Confirmation may be executed in several counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets
forth the terms of the Transaction by signing in the space provided below and returning to Bear Xxxxxxx a
facsimile of the fully-executed Confirmation to 000-000-0000. For inquiries please contact
XxxxxxXxxxxxxxxxxXxxxxxxxxxxxx@xxxx.xxx. To discuss an inquiry regarding U.S. Transactions, please contact
Xxxx Xxxxxxx by telephone at 000-000-0000. For all other inquiries please contact Derivatives
Documentation by telephone at 000-0-000-0000. Originals will be provided for your execution upon your
request.
We are very pleased to have executed this Transaction with you and we look forward to completing other
transactions with you in the near future.
Very truly yours,
BEAR XXXXXXX CAPITAL MARKETS INC.
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory
Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the
terms of the foregoing as of the Trade Date.
BEAR XXXXXXX MORTGAGE FUNDING GRANTOR TRUST 2006-AR3
By: Xxxxx Fargo Bank, National Association, not individually but solely as Grantor Trustee
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BEAR XXXXXXX CAPITAL MARKETS INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
TEL 000-000-0000
DATE: October 31, 2006
TO: Bear Xxxxxxx Mortgage Funding Grantor Trust 2006-AR3
COPY TO: Xxxxx Fargo Bank, National Association
ATTENTION: Client Manager, BSMF 06-AR3
TELEPHONE: 410-884-2000
FACSIMILE: 000-000-0000
FROM: Derivatives Documentation
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
SUBJECT: Mortgage Derivatives Confirmation
REFERENCE NUMBER(S): CXBSMF63G2
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the
Trade Date specified below (the "Transaction") between Bear Xxxxxxx Capital Markets Inc. ("Bear Xxxxxxx") and Bear
Xxxxxxx Mortgage Funding Grantor Trust 2006-AR3 ("Counterparty"). This letter agreement constitutes the sole and
complete "Confirmation," as referred to in the "Master Agreement" (as defined below), with respect to the
Transaction.
1. This Confirmation is subject to and incorporates the 2000 ISDA Definitions (the "Definitions"), as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"). The parties agree to negotiate,
execute and deliver an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the
"Form Master Agreement"), together with the schedule thereto and any other related documents, each in form and
substance as the parties shall in good faith agree (collectively, the "Executed Master Agreement"). In addition,
the parties agree that until execution and delivery of the Executed Master Agreement, a Form Master Agreement,
shall be deemed to have been executed and delivered by the parties on the Trade Date of the first transaction that
by its terms is intended to be governed by a Master Agreement. All provisions contained in, or incorporated by
reference to, the Form Master Agreement or the Executed Master Agreement (as applicable, the "Master Agreement")
shall govern the Transaction referenced in this Confirmation, except as expressly modified below. This
Confirmation, together with all of the other documents confirming any and all Transactions entered into between us
(regardless of which branch, if any, either of us has acted through) that by their terms are intended to be
governed by a Master Agreement, shall supplement, form a part of and be subject to the Master Agreement. In the
event of any inconsistency between the provisions of this Confirmation and the Definitions or Master Agreement,
this Confirmation shall prevail for the purpose of this
Transaction. Terms capitalized but not defined herein shall have the meaning ascribed to them in the Grantor Trust
Agreement, dated as of October 31, 2006 (the "Grantor Trust Agreement") among Structured Asset Mortgage Investment
II Inc., as depositor (the "Depositor"), and Xxxxx Fargo Bank, National Association, as grantor trustee (the
"Grantor Trustee").
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date: October 26, 2006
Effective Date: October 31, 2006
Notional Amount: For any Calculation Period, the Current Principal Amount of the
Grantor Trust Certificates (defined below) as of the close of
business on the 25th day of the month in which such Calculation
Period begins (or, if remittances on such Grantor Trust Certificates
are not made on such day, as of the close of business on the next day
on which such remittances are made).
Termination Date: The earlier to occur of (a) the Distribution Date (as defined in the
Underlying Pooling and Servicing Agreement) following the date on which
the aggregate outstanding principal balance of the Underlying Reference
Certificates is reduced to zero and the Deferred Interest Carry-Forward
Balance is zero or (b) November 25, 2036, subject, in each case, to
adjustment in accordance with the Business Day Convention.
Grantor Trust Certificates: The Class II-A-2B Certificates issued pursuant to the Grantor Trust
Agreement).
Underlying Reference
Certificates: The Class II-A-2B Certificates issued pursuant to the Underlying
Pooling and Servicing Agreement.
Bear Xxxxxxx
Payment Amounts:
Bear Xxxxxxx
Payment Dates: The 25th calendar day of each month during the Term of this
Transaction, commencing November 25, 2006 and ending on the
Termination Date, subject to adjustment in accordance with the
Business Day Convention
Bear Xxxxxxx
Payment Amounts: On each Bear Xxxxxxx Payment Date, Bear Xxxxxxx shall pay to
Counterparty an amount equal to any Net Deferred Interest allocated
to the Current Principal Amount of the Underlying Reference
Certificates in accordance with the definition of Net Deferred
Interest in the Underlying and Servicing Agreement for the
Distribution Date (as defined in the Underlying Pooling and Servicing
Agreement) occurring on such Bear Xxxxxxx Payment Date.
Counterparty Payments:
Counterparty
Payment Dates: Each Bear Xxxxxxx Payment Date.
Counterparty
Payment Amounts #1: On the initial Counterparty Payment Date, zero and for each
Counterparty Payment Date thereafter, Counterparty shall pay to
Bear Xxxxxxx an amount equal to the lesser of:
(a) the Deferred Interest Carry-Forward Balance for the
previous Counterparty Payment Date, and
(b) the amount distributed on the Distribution Date (as
defined in the Underlying Pooling and Servicing
Agreement) occurring on such Counterparty Payment Date
to the Underlying Reference Certificates in respect of
(i) principal reducing the Current Principal Amount of
the Underlying Reference Certificates and (ii) Unpaid
Realized Loss Amounts.
Deferred Interest
Carry-Forward Balance: For each Counterparty Payment Date, an amount equal to the sum
of:
(a) the Deferred Interest Carry-Forward Balance as of the
preceding Counterparty Payment Date (which for the initial
Counterparty Payment Date shall be deemed to be zero), plus (b)
any Bear Xxxxxxx Payment Amounts paid by Bear Xxxxxxx to
Counterparty on such Counterparty Payment Date less (c) any
Counterparty Payment Amounts #1 paid to Bear Xxxxxxx by the
Counterparty on such Counterparty Payment Date.
Counterparty
Payment Amounts #2: On each Counterparty Payment Date, Counterparty shall pay to
Bear Xxxxxxx an amount equal to interest on the Deferred
Interest Carry-Forward Balance as of the preceding Payment Date
accrued from and including, the Period End Date preceding such
Payment Date to, but excluding, the Period End Date for such
Counterparty Payment Date at a rate equal to the Pass-Through
Rate (as defined in the Underlying Pooling and Servicing
Agreement) for the Underlying Reference Certificates.
Additional Payment: On October 31, 2006, subject to adjustment in accordance with
the Business Day Convention, Counterparty shall pay to Bear
Xxxxxxx the amount of USD 9,000.
Business Day Convention: Following
Business Days: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which
(a) the New York Stock Exchange or Federal Reserve is closed or (b)
banking institutions in New York City or in any of the jurisdictions
in which the Trustee, the Master Servicer, the Servicer or the
Securities Administrator (each as defined in the Underlying Pooling
and Servicing Agreement) is located are authorized or obligated by
law or executive order to be closed.
Calculation Agent: Bear Xxxxxxx
3. Additional Provisions: (a) Each party hereto is hereby advised and acknowledges that the
other party has engaged in (or refrained from engaging in)
substantial financial transactions and has taken (or refrained from
taking) other material actions in reliance upon the entry by the
parties into the Transaction being entered into on the terms and
conditions set forth herein and in the Confirmation relating to such
Transaction, as applicable. This paragraph shall be deemed repeated
on the trade date of each Transaction.
(b) On the second Business Day prior to each Payment Date, the Paying Agent shall provide Bear Xxxxxxx with the amount
and supporting calculations of any Bear Xxxxxxx Payment Amounts,
Counterparty Payment Amounts #1, and Counterparty Payment Amounts #2,
if any, to be paid on such Payment Date. For the avoidance of doubt,
Bear Xxxxxxx shall not be obligated to make any payment on a Payment
Date until it has received from the Paying Agent the information set
forth in the preceding sentence.
(c) Notwithstanding anything in Section 2(c) of the Form Master
Agreement to the contrary, if on any date an amount would be owned by
Bear Xxxxxxx to Counterparty after application of the netting
provisions of Section 2(c) of the Form Master Agreement with respect
to such date, subject to Section 3(c) above, Bear Xxxxxxx hereby
agrees to remit such payment to Counterparty one Business Day prior
to such date.
4. Provisions Deemed Incorporated in a Schedule to the Form Master Agreement:
1) The parties agree that subparagraph (ii) of Section 2(c) of the Form Master Agreement will apply to any
Transaction.
2) Termination Provisions. For purposes of the Form Master Agreement:
(a) "Specified Entity" is not applicable to Bear Xxxxxxx or Counterparty for any purpose.
(b) "Specified Transaction" is not applicable to Bear Xxxxxxx or Counterparty for any purpose, and,
accordingly, Section 5(a)(v) will not apply to Bear Xxxxxxx and will not apply to Counterparty.
(c) Section 5(a)(i) of the Form Master Agreement is hereby amended by deleting the word "third" therein and
replacing it with the word "second."
(d) "Breach of Agreement" provision of Section 5(a)(ii) will not apply to Bear Xxxxxxx and will not apply to
Counterparty.
(e) "Credit Support Default" provisions of Section 5(a)(iii) will apply to Bear Xxxxxxx and will not apply to
Counterparty.
(f) "Misrepresentation" provisions of Section 5(a)(iv) will not apply to Bear Xxxxxxx and will not apply to
Counterparty.
(g) The "Merger Without Assumption" provision of Section 5(a)(viii) will apply to Bear Xxxxxxx and will not
apply to Counterparty.
(h) The "Cross Default" provision of Section 5(a)(vi) will not apply to Bear Xxxxxxx and will not apply to
Counterparty.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Bear Xxxxxxx and will not
apply to Counterparty.
(j) The "Bankruptcy" provision of Section 5(a)(vii)(2) will apply to Bear Xxxxxxx and will not apply to
Counterparty.
(k) The "Automatic Early Termination" provision of Section 6(a) will not apply to Bear Xxxxxxx or to
Counterparty.
(l) Payments on Early Termination. For the purpose of Section 6(e) of the Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(m) "Termination Currency" means United States Dollars.
(n) Additional Termination Events.
(i) The following shall constitute an Additional Termination Event, upon which Counterparty will have
the right to designate an Additional Termination Event, Bear Xxxxxxx will be the sole Affected Party and
all Transactions hereunder will be Affected Transactions. For avoidance of doubt, the above remedy shall
be the sole remedy available to Counterparty upon the occurrence of such Additional Termination Event.
(a) After failing to satisfy the First Trigger Required Ratings, the failure by Bear Xxxxxxx to
comply with Section 18(a) below; and
(b) After failing to satisfy the Second Trigger Required Ratings, the failure by Bear Xxxxxxx to,
within 30 days from such failure, at its own expense, (i) transfer its rights and obligations
under the Form Master Agreement to a replacement party that has (or whose guarantor has) the
First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings
for Bear Xxxxxxx' obligations under the Form Master Agreement with a form of guaranty satisfying
the Rating Agency Condition; provided that if such form of guaranty is identical to the Guaranty
(other than the name of the guarantor, the effective date and the date of such guaranty),
satisfaction of the Rating Agency Condition shall not be required and Bear Xxxxxxx shall provide
a copy of such guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iii)
take such other steps that satisfies the Rating Agency Condition.
(ii) The failure by Counterparty to comply with Section 16 below shall constitute an Additional
Termination Event hereunder, upon which Counterparty shall be the sole Affected Party and all Transactions
hereunder shall be Affected Transactions.
3) Tax Representations. Bear Xxxxxxx represents that it is a corporation duly organized and validly existing under
the laws of the State of Delaware, and Counterparty represents that it is a statutory trust duly organized and
validly existing under the laws of the State of Delaware.
4) Reserved
5) Documents to be Delivered. For the purpose of Section 4(a):
(1) Tax forms, documents, or certificates to be delivered are:
Party required to deliver document Form/Document/ Date by which to
Certificate be delivered
Bear Xxxxxxx and Any document required or Promptly after the earlier of (i) reasonable
the Counterparty reasonably requested to allow demand by either party or (ii) learning that
the other party to make such form or document is required
payments under the Form Master
Agreement without any deduction
or withholding for or on the
account of any Tax or with such
deduction or withholding at a
reduced rate
(2) Other documents to be delivered are:
Party required to Form/Document/ Date by which to Covered by Section 3(d) Representation
deliver document Certificate be delivered
Bear Xxxxxxx and Any documents required by Upon the execution and Yes
the Counterparty the receiving party to delivery of the Form
evidence the authority of Master Agreement and such
the delivering party or its Confirmation
Credit Support Provider, if
any, for it to execute and
deliver the Form Master
Agreement, any Confirmation
, and any Credit Support
Documents to which it is a
party, and to evidence the
authority of the delivering
party or its Credit Support
Provider to perform its
obligations under the Form
Master Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be
Bear Xxxxxxx and A certificate of an Upon the execution and Yes
the Counterparty authorized officer of the delivery of the Form
party, as to the incumbency Master Agreement and such
and authority of the Confirmation
respective officers of the
party signing the Form Master
Agreement, any relevant
Credit Support Document, or
any Confirmation, as the
case may be
Bear Xxxxxxx A copy of its most recent Promptly after the request
audited consolidated of by other Party
financial statements
6) Miscellaneous.
(a) Address for Notices: For the purposes of Section 12(a) of the Form Master Agreement:
Contact details for notices or communications to Bear Xxxxxxx:
Tel: 000-000-0000
Fax: 000-000-0000
Attention: Credit Derivatives Department
(For all purposes)
Contact details for notices or communications to the Counterparty:
Xxxxx Fargo Bank, NA
0000 Xxx Xxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager, BSMF 06-AR3
Facsimile: 000-000-0000
Phone: 000-000-0000
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c):
Bear Xxxxxxx appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) will not apply to the Form Master Agreement; neither Bear Xxxxxxx
nor the Counterparty have any Offices other than as set forth in the Notices Section and Bear Xxxxxxx
agrees that, for purposes of Section 6(b) of the Form Master Agreement, it shall not in future have any
Office other than one in the United States.
(d) Multibranch Party. For the purpose of Section 10(c) of the Form Master Agreement:
Bear Xxxxxxx is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Bear Xxxxxxx.
(f) Credit Support Document.
Bear Xxxxxxx: Guaranty (the "Guaranty") of The Bear Xxxxxxx Companies Inc.
The Counterparty: Not Applicable
(g) Credit Support Provider.
Bear Xxxxxxx: The Bear Xxxxxxx Companies Inc.
The Counterparty: Not Applicable
(h) Governing Law. The parties to the Form Master Agreement hereby agree that the law of the State of New
York shall govern their rights and duties in whole without regard to conflict of law provisions thereof other than
New York General Obligations Law Sections 5-1401 and 5-1402
(i) Severability. If any term, provision, covenant, or condition of the Form Master Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in
part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full
force and effect as if the Form Master Agreement had been executed with the invalid or unenforceable portion
eliminated, so long as the Form Master Agreement as so modified continues to express, without material change, the
original intentions of the parties as to the subject matter of the Form Master Agreement and the deletion of such
portion of the Form Master Agreement will not substantially impair the respective benefits or expectations of the
parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term,
provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or
condition.
(j) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and
from time to time, by the other party of any and all communications between officers or employees of the parties,
waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such
monitoring or recording.
(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any
Proceedings relating to the Form Master Agreement or any Credit Support Document.
7) Affiliate. Notwithstanding the definition of Affiliate in Section 14 of the Form Master Agreement,
for purposes hereof each party will be deemed not to have any Affiliates.
8) Relationship Between Parties. Section 3 of the Form Master Agreement is hereby amended by adding at
the end thereof the following subsection (g):
"(g) Relationship Between Parties.
Each party represents to the other party on each date when it enters into a Transaction that:
(1) Nonreliance. It is not relying on any statement or representation of the other party
regarding the Transaction (whether written or oral), other than the representations expressly made in the Form
Master Agreement or the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through independent professional
advice) the Transaction and has made its own decision to enter into the Transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is willing and
able to accept those terms and conditions and to assume those risks, financially and otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of managing its borrowings or
investments, hedging its underlying assets or liabilities or in connection with a line of business.
(4) Principal. The other party is not acting as a fiduciary for or an adviser to it in respect of
the Transaction."
9) Proceedings. Bear Xxxxxxx shall not institute against or cause any other person to institute against,
or join any other person in instituting against Counterparty any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law
for a period of one year and one day (or, if longer, the applicable preference period) following payment in full
of the Grantor Trust Certificates and the Underlying Reference Certificates.
10) Set-off. Notwithstanding any provision of the Form Master Agreement or any other existing or future
agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise
withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder
against any obligation between it and the other party under any other agreements. The provisions for Set-off set
forth in Section 6(e) of the Form Master Agreement shall not apply for purposes of this Transaction.
11) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other
modification of this Transaction shall be permitted by either party unless each Rating Agency has been provided
prior notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade,
qualify, withdraw or otherwise modify its then-current rating of the Grantor Trust Certificates as a result of such
transfer, amendment, waiver, supplement, assignment or other modification; provided that upon notice to the Rating
Agencies, Bear Xxxxxxx may transfer the Transaction(s) pursuant to the Form Master Agreement and all of its
interests in such Transaction(s) and all of its Obligations in or under the Form Master Agreement to its Credit
Support Provider or any affiliates thereof, and if such transfer is to an entity other than its Credit Support
Provider, Bear Xxxxxxx will furnish to Counterparty a Guaranty of such Credit Support Provider which guarantees all
of such transferee's Obligations in the form of the Guaranty of the Credit Support Provider of Bear Xxxxxxx
delivered in connection with the Form Master Agreement (other than the name of the guaranteed party, the effective
date and the date of such guaranty). Upon such transfer, Bear Xxxxxxx will be fully released from any and all
Obligations and liabilities related to the interests assigned.
12) Limited Recourse Non-petition. The liability of the Counterparty in relation to the Form Master Agreement
and any Confirmation hereunder is limited in recourse to assets in the Trust Fund (as defined in the Grantor Trust
Agreement) and payments of interest proceeds and principal proceeds thereon applied in accordance with the terms of
the Grantor Trust Agreement. Upon application of all of the assets in the Trust Fund (and proceeds thereon) in
accordance with the Grantor Trust Agreement, Bear Xxxxxxx shall not be entitled to take any further steps against
the Counterparty to recover any sums due but still unpaid hereunder or thereunder, all claims in respect of which
shall be extinguished.
13) Non-Reliance. Each party represents to the other party that (a) it has not received and is not relying upon any
legal, tax, regulatory, accounting or other advice (whether written or oral) of the other party regarding this
Transaction, other than representations expressly made by that other party in this Confirmation and in the Form
Master Agreement and (b) in respect of this Transaction, (i) it has the capacity to evaluate (internally or through
independent professional advice) this Transaction and has made its own decision to enter into this Transaction and
(ii) it understands the terms, conditions and risks of this Transaction and is willing to assume (financially and
otherwise) those risks. Counterparty acknowledges that Bear Xxxxxxx has advised Counterparty to consult its own
tax, accounting and legal advisors in connection with this Transaction evidenced by this Confirmation and that the
Counterparty has done so.
14) Eligible Contract Participant. Each party represents that it constitutes an "eligible contract participant" as
such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.
15) Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this letter
agreement is executed and delivered by the Counterparty, not individually or personally but solely as the Grantor
Trustee for the Trust, in the exercise of the powers and authority conferred and vested in it, (b) the
representation, undertakings and agreements herein made on part of the Trust are made and intended not as personal
representations, undertakings and agreements by the Counterparty but are made and intended for the purpose of
binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on the
Counterparty, individually or personally, to perform any convenient either expressed or implied contained herein,
all such liability, if any, being expressly waived by the parties who are signatories to this letter agreement and
by any person claiming by, through or under such parties and (d) under no circumstances shall the Counterparty be
personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this letter
agreement.
16) Amendments to Grantor Trust Agreement and Underlying Pooling and Servicing Agreement. Without the prior
written consent of Bear Xxxxxxx, Counterparty shall not (i) amend the Grantor Trust Agreement or enter into any
amendment or supplemental agreement to the Grantor Trust Agreement if such amendment or supplemental agreement
could reasonably be expected to have a material adverse effect on the interests of Bear Xxxxxxx hereunder or under
the Grantor Trust Agreement or (ii) consent to any amendment or supplemental agreement to the Underlying Pooling
and Servicing Agreement if such amendment or supplemental agreement could reasonably be expected to have a material
adverse effect on the interests of Bear Xxxxxxx hereunder or on the interests of a holder of the Underlying
Reference Certificates under the Underlying Pooling and Servicing Agreement. Counterparty will furnish to Bear
Xxxxxxx a copy of each proposed and each executed amendment or supplemental agreement and copies of any related
Rating Agency confirmation therewith, if any.
17) Permitted Security Interest. For purposes of Section 7 of the Form Master Agreement, Bear Xxxxxxx hereby
consents to the Permitted Security Interest.
"Permitted Security Interest" means the collateral assignment by Counterparty of the Swap Collateral to
the Indenture Trustee pursuant to the Indenture, and the granting to the Indenture Trustee of a security
interest in the Swap Collateral pursuant to the Indenture.
"Swap Collateral" means all right, title and interest of Counterparty in the Form Master Agreement, each
Transaction hereunder, and all present and future amounts payable by Bear Xxxxxxx to Counterparty under
or in connection with the Form Master Agreement or any Transaction governed by the Form Master
Agreement, whether or not evidenced by a Confirmation, including, without limitation, any transfer or
termination of any such Transaction.
(18) (a) If Bear Xxxxxxx (or its guarantor) fails to have the First Trigger Required Ratings, Bear
Xxxxxxx shall (within 30 days from such failure), at its own expense, (i) transfer its rights and
obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the
First Trigger Required Ratings, (ii) post collateral to Counterparty to secure Bear Xxxxxxx' obligations
under the Form Master Agreement in such amount that the Rating Agencies confirm in writing will be
sufficient to maintain the rating on the Grantor Trust Certificates, (iii) obtain a guarantor having the
First Trigger Required Ratings for Bear Xxxxxxx' obligations under the Form Master Agreement with a form
of guaranty satisfying the Rating Agency Condition; provided that if such form of guaranty is identical
to the Guaranty (other than the name of the guarantor, the effective date and the date of such
guaranty), satisfaction of the Rating Agency Condition shall not be required and Bear Xxxxxxx shall
provide a copy of such guaranty to each Rating Agency then rating the Grantor Trust Certificates or (iv)
take such other steps that satisfies the Rating Agency Condition.
(b) If Bear Xxxxxxx (or its guarantor) fails to have the Second Trigger Required Ratings, Bear
Xxxxxxx shall, within 10 days from such failure, at its own expense, seek to (i) transfer its rights and
obligations under the Form Master Agreement to a replacement party that has (or whose guarantor has) the
First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger Required Ratings for
Bear Xxxxxxx' obligations under the Form Master Agreement with a form of guaranty satisfying the Rating
Agency Condition; provided that if such form of guaranty is identical to the Guaranty (other than the
name of the guarantor, the effective date and the date of such guaranty), satisfaction of the Rating
Agency Condition shall not be required and Bear Xxxxxxx shall provide a copy of such guaranty to each
Rating Agency then rating the Grantor Trust Certificates or (iii) take such other steps that satisfies
the Rating Agency Condition.
As used herein:
"First Trigger Required Ratings" shall mean, with respect to any entity (a) either (i) the
unsecured, short-term debt obligations of such entity (or its Credit Support Provider) are
rated at least 'A-1' by S&P or (ii) if such entity does not have a short-term rating from S&P,
the unsecured, long-term senior debt obligations of such entity (or its Credit Support
Provider) are rated at least 'A+' by S&P, and (b) either (i) the unsecured, long-term senior
debt obligations of such entity (or its Credit Support Provider) are rated at least 'A-1' by
Moody's (and if rated 'A-1' by Moody's, such rating is not on watch for possible downgrade) and
the unsecured, short-term debt obligations of such entity (or its Credit Support Provider) are
rated at least 'P-1' by Moody's (and if rated 'P-1' by Moody's, such rating is not on watch for
possible downgrade and remaining on watch for possible downgrade), or (ii) if such entity (or
its Credit Support Provider) does not have a short-term debt rating from Moody's, the
unsecured, long-term senior debt obligations of such entity (or its Credit Support Provider)
are rated at least 'Aa3' by Moody's (and if rated 'Aa3' by Moody's, such rating is not on watch
for possible downgrade).
"Second Trigger Required Ratings" shall mean, with respect to any entity (a) the unsecured,
long-term senior debt obligations of such entity (or its Credit Support Provider) are rated at
least 'BBB-' by S&P, and (b) either (i) the unsecured, long-term senior debt obligations of
such entity (or its Credit Support Provider) are rated at least 'A3' by Moody's (and such
rating is not on watch for possible downgrade) and the unsecured, short-term debt obligations
of such entity (or its Credit Support Provider) are rated at least 'P-2' by Moody's (and such
rating is not on watch for possible downgrade) or (ii) if such entity (or its Credit Support
Provider) does not have a short-term rating from Moody's, the unsecured, long-term senior debt
obligations of such entity (or its Credit Support Provider) are rated at least 'A2' by Xxxxx'x.
"Rating Agency Condition" means, with respect to any particular proposed act or omission to act
hereunder that the party acting or failing to act must consult with any of Rating Agency then
providing a rating of the Grantor Trust Certificates and receive from each Rating Agency a
prior written confirmation that the proposed action or inaction would not cause a downgrade or
withdrawal of the then-current rating of the Grantor Trust Certificates.
5. Account Details and
Settlement information: Payments to Bear Xxxxxxx:
Citibank, N.A., New York
ABA Number: 000-0000-00, for the account of
Bear, Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Capital Markets
Sub-account Number: 000-00000-00
Attention: Derivatives Operations
Payments to Counterparty:
Xxxxx Fargo Bank, National Association
San Francisco, CA
ABA# 000-000-000
A/C: 0000000000
Account Name: SAS Clearing
For Further Credit to: 50960702, BSMF 06-AR3 Swap Account
This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the
terms of the Transaction by signing in the space provided below and returning to Bear Xxxxxxx a facsimile of the
fully-executed Confirmation to 000-000-0000. For inquiries please contact XxxxxxXxxxxxxxxxxXxxxxxxxxxxxx@xxxx.xxx.
To discuss an inquiry regarding U.S. Transactions, please contact Xxxx Xxxxxxx by telephone at 000-000-0000. For
all other inquiries please contact Derivatives Documentation by telephone at 000-0-000-0000. Originals will be
provided for your execution upon your request.
We are very pleased to have executed this Transaction with you and we look forward to completing other transactions
with you in the near future.
Very truly yours,
BEAR XXXXXXX CAPITAL MARKETS INC.
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory
Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the
foregoing as of the Trade Date.
BEAR XXXXXXX MORTGAGE FUNDING GRANTOR TRUST 2006-AR3
By: Xxxxx Fargo Bank, National Association, not individually but solely as Grantor Trustee
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
EXHIBIT N
FORM OF CAP CONTRACTS
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
000 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
000-000-0000
DATE: October 31, 2006
TO: Xxxxx Fargo Bank, National Association, not individually, but solely as
Trustee for Bear Xxxxxxx Mortgage Funding Trust 2006-AR3
ATTENTION: Client Manager, BSMF 06-AR3
TELEPHONE: 410-884-2000
FACSIMILE: 000-000-0000
FROM: Derivatives Documentation
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
SUBJECT: Mortgage Derivatives Confirmation and Agreement (Bear
Xxxxxxx Mortgage Funding Trust 2006-AR3 Class [__] Certificates)
REFERENCE NUMBER(S): [________]
The purpose of this letter agreement ("Agreement") is to confirm the terms and conditions of the Transaction
entered into on the Trade Date specified below (the "Transaction") between Bear Xxxxxxx Financial Products Inc.
("BSFP") and Bear Xxxxxxx Mortgage Funding Trust 2006-AR3 ("Counterparty") pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2006 (the "Pooling and Servicing Agreement") between Xxxxx Fargo Bank, National
Association as trustee (the "Trustee"), Structured Asset Mortgage Investments II Inc., as depositor (the
"Depositor"), and EMC Mortgage Corporation, as servicer, sponsor, and company, entered into in connection with the
issuance by the Counterparty of certain Bear Xxxxxxx Mortgage Funding Trust 2006-AR3, Mortgage Pass-Through
Certificates, Series 2006-AR3. This Agreement, which evidences a complete and binding agreement between you and us
to enter into the Transaction on the terms set forth below, constitutes a "Confirmation" as referred to in the
"ISDA Form Master Agreement" (as defined below), as well as a "Schedule" as referred to in the ISDA Form Master
Agreement.
1. This Agreement is subject to the 2000 ISDA Definitions (the "Definitions"), as published by the International
Swaps and Derivatives Association, Inc. ("ISDA"). You and we have agreed to enter into this Agreement in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross Border) form (the "ISDA Form Master
Agreement") but, rather, an ISDA Form Master Agreement shall be deemed to have been executed by you and us on the
date we entered into the Transaction. In the event of any inconsistency between the provisions of this Agreement
and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the
Transaction. Terms capitalized but not defined herein shall have the meanings attributed to them in the Pooling and
Servicing Agreement. Each reference to a "Section" (unless specifically referencing the Pooling and Servicing
Agreement or to a "Section" "of this Agreement") will be construed as a reference to a Section of the ISDA Form
Master Agreement.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
Type of Transaction: Rate Cap
Notional Amount: With respect to any Calculation Period, the lesser of (i) the amount
set forth for such Calculation Period on Schedule I attached hereto
and (ii) the aggregate Certificate Principal Balance of the Class
[__] Certificates as of the first day of that Calculation Period.
Trade Date: October 26, 2006
Effective Date: October 31, 2006
Termination Date: February 25, 2015, subject to adjustment in accordance with the Business Day
Convention.
Fixed Amount (Premium):
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Date: October 31, 2006
Fixed Amount: USD [____]
Floating Amounts:
Floating Rate Payer: BSFP
Cap Rate: The Cap Rate set forth for such Calculation Period on Schedule I
Floating Rate Payer
Period End Dates: The 25th calendar day of each month during the Term of this
Transaction, commencing November 25, 2006 and ending on the
Termination Date, subject to adjustment in accordance with the
Business Day Convention.
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating Rate Payer Payment
Dates shall be one Business Day preceding each Floating Rate Payer
Period End Date.
Floating Rate Option: USD-LIBOR-BBA; provided, however, that if the Floating Rate
determined from such Floating Rate Option for any Calculation Period
is greater than 10.50% then the Floating Rate for such Calculation
Period shall be deemed equal to 10.50%.
Designated Maturity: One month
Floating Rate Day
Count Fraction: Act/360
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
Business Days: New York
Business Day Convention: Following
3. Additional Provisions: 1) Each party hereto is hereby advised and acknowledges that the other
party has engaged in (or refrained from engaging in) substantial
financial transactions and has taken (or refrained from taking) other
material actions in reliance upon the entry by the parties into the
Transaction being entered into on the terms and conditions set forth
herein and in the Confirmation relating to such Transaction, as
applicable. This paragraph (1) shall be deemed repeated on the trade
date of each Transaction.
2) On each Distribution Date, the Trustee shall make available to BSFP
via the Trustee's internet website (which will initially be located at
xxxx://xxx.xxxxxxx.xxx) a monthly statement to Certificateholders
prepared by it pursuant to the Pooling and Servicing Agreement that
indicates the aggregate Certificate Principal Balance of the Class [__]
Certificates (following application of any payment in respect of
principal on the Class [__] Certificates pursuant to the Pooling and
Servicing Agreement on the Distribution Date (as defined in the Pooling
and Servicing Agreement) relating to such Calculation Period). Such
aggregate Certificate Principal Balance shall be used by BSFP (as
Calculation Agent) as the aggregate Certificate Principal Balance of
the Class [__] Certificates for purposes of calculating the amount, if
any, payable by the Floating Rate Payer on the next succeeding Floating
Rate Payer Payment Date. On or after each Reset Date for a Calculation
Period, but in no event later than the close of business on the third
Business Day preceding the related Floating Rate Payer Payment Date,
BSFP shall provide the Trustee with written notice of whether any
payment is owed by BSFP to the Trustee for the benefit of the related
Certificateholders on such Floating Rate Payer Payment Date, and the
amount, if any, of such payment.
4. Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:
1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to
any Transaction.
2) Termination Provisions. For purposes of the ISDA Form Master Agreement:
(a) "Specified Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) "Breach of Agreement" provision of Section 5(a)(ii) will not apply to BSFP or Counterparty.
(c) "Credit Support Default" provisions of Section 5(a)(iii) will not apply to BSFP or Counterparty, unless
and until a Credit Support Annex is entered into by BSFP under Section (12) below and then it shall be applicable
to BSFP.
(d) "Misrepresentation" provisions of Section 5(a)(iv) will not apply to BSFP or Counterparty.
(e) "Bankruptcy". The provision of Section 5(a)(vii)(2) will not apply to Counterparty.
(f) "Specified Transaction" is not applicable to BSFP or Counterparty for any purpose, and, accordingly,
Section 5(a)(v) shall not apply to BSFP or Counterparty.
(g) The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or to Counterparty.
(h) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to BSFP or Counterparty.
(i) The "Automatic Early Termination" provision of Section 6(a) will not apply to BSFP or to Counterparty.
(j) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(k) "Termination Currency" means United States Dollars.
3) Tax Representations. Not applicable
4) Limitation on Events of Default. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master
Agreement, if at any time and so long as the Counterparty has satisfied in full all its payment obligations under
Section 2(a)(i) of the ISDA Form Master Agreement and has at the time no future payment obligations, whether
absolute or contingent, under such Section, then unless BSFP is required pursuant to appropriate proceedings to
return to the Counterparty or otherwise returns to the Counterparty upon demand of the Counterparty any portion of
any such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with
respect to the Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to
the Counterparty as Defaulting Party and (b) BSFP shall be entitled to designate an Early Termination Date pursuant
to Section 6 of the ISDA Form Master Agreement only as a result of the occurrence of a Termination Event set forth
in either Section 5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP as the Affected Party,
or Section 5(b)(iii) with respect to BSFP as the Burdened Party. For purposes of the Transaction to which this
Agreement relates, Counterparty's only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay
the Fixed Amount on the Fixed Rate Payer Payment Date.
5) Documents to be Delivered. For the purpose of Section 4(a):
(1) Tax forms, documents, or certificates to be delivered are:
Party required to deliver document Form/Document/ Date by which to
Certificate be delivered
BSFP and Any document required or Promptly after the earlier of (i) reasonable
the Counterparty reasonably requested to allow demand by either party or (ii) learning that
the other party to make such form or document is required
payments under this Agreement
without any deduction or
withholding for or on the
account of any Tax or with such
deduction or withholding at a
reduced rate
(2) Other documents to be delivered are:
Party required to Form/Document/ Date by which to Covered by Section 3(d)
deliver document Certificate be delivered Representation
BSFP and Any documents required by Upon the execution and Yes
the Counterparty the receiving party to delivery of this Agreement
evidence the authority of and such Confirmation
the delivering party or its
Credit Support Provider, if
any, for it to execute and
deliver this Agreement, any
Confirmation , and any
Credit Support Documents to
which it is a party, and to
evidence the authority of
the delivering party or its
Credit Support Provider, if
any, to perform its
obligations under this
Agreement, such
Confirmation and/or Credit
Support Document, as the
case may be
BSFP and A certificate of an Upon the execution and Yes
the Counterparty authorized officer of the delivery of this Agreement
party, as to the incumbency and such Confirmation
and authority of the
respective officers of the
party signing this Agreement,
any relevant Credit Support
Document, or any
Confirmation, as the case may
be
BSFP An opinion of counsel with Upon the execution and Yes
respect to the due delivery of this Agreement
authorization, execution and and such Confirmation
enforceability of this
Agreement, acceptable to
Counterparty.
Counterparty An executed copy of the Within 30 days after the No
Pooling and Servicing date of this Agreement.
Agreement.
6) Miscellaneous. Miscellaneous
(a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form Master Agreement:
Address for notices or communications to BSFP:
Address: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC Manager
Facsimile: (000) 000-0000
with a copy to:
Address: Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative Operations - 7th Floor
Facsimile: (000) 000-0000
(For all purposes)
Address for notices or communications to the Counterparty:
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention: Client Manager, BSMF 06-AR3
(For all purposes)
(b) Process Agent. For the purpose of Section 13(c):
BSFP appoints as its
Process Agent: Not Applicable
The Counterparty appoints as its
Process Agent: Not Applicable
(c) Offices. The provisions of Section 10(a) of the ISDA Form Master Agreement will not apply to this
Agreement; neither BSFP nor the Counterparty have any Offices other than as set forth in the Notices Section and
BSFP agrees that, for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall not in future have any
Office other than one in the United States.
(d) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form Master Agreement:
BSFP is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is BSFP.
(f) Credit Support Document. Not applicable for either BSFP or the Counterparty.
(g) Credit Support Provider.
BSFP: Not Applicable
The Counterparty: Not Applicable
(h) Governing Law. The parties to this Agreement hereby agree that the law of the State of New York
(without regard to conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law))
shall govern their rights and duties in whole.
(i) Severability. If any term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any
reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect
as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this
Agreement as so modified continues to express, without material change, the original intentions of the parties as
to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially
impair the respective benefits or expectations of the parties.
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term,
provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or
condition.
(j) Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from
time to time, by the other party of any and all communications between officers or employees of the parties, waives
any further notice of such monitoring or recording, and agrees to notify its officers and employees of such
monitoring or recording.
(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document.
(l) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other
modification of this Transaction shall be permitted by either party unless S&P and Moody's each as defined herein
has been provided notice of the same and confirms in writing (including by facsimile transmission) within five
Business Days after such notice is given that it will not downgrade, withdraw or otherwise modify its then-current
rating of the Class [__] Certificates.
7) "Affiliate" will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that BSFP
shall not be deemed to have any Affiliates for purposes of this Agreement, including for purposes of Section
6(b)(ii).
8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following
subsection (g):
(g) Relationship Between Parties.
Each party represents to the other party on each date when it enters into a
Transaction that:--
(1) Nonreliance. It is not relying on any statement or representation of the other party
regarding the Transaction (whether written or oral), other than the representations expressly made in this
Agreement or the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) It has the capacity to evaluate (internally or through independent professional advice) the
Transaction and has made its own decision to enter into the Transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is willing and able
to accept those terms and conditions and to assume those risks, financially and otherwise.
(3) Purpose. It is entering into the Transaction for the purposes of managing its borrowings or
investments, hedging its underlying assets or liabilities or in connection with a line of business.
(4) Principal. It is entering into the Transaction as principal, and not as agent or in any
other capacity, fiduciary or otherwise.
(5) Eligible Contract Participant. Each party represents that it constitutes an "eligible
contract participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended."
9) Non-Petition. BSFP hereby irrevocably and unconditionally agrees that it will not institute against, or join
any other person in instituting against or cause any other person to institute against Counterparty, any
bankruptcy, reorganization, arrangement, insolvency, or similar proceeding under the laws of the United States, or
any other jurisdiction for the non-payment of any amount due hereunder or any other reason until the payment in
full of the Certificates and the expiration of a period of one year plus ten days (or, if longer, the applicable
preference period) following such payment.
10) Set-off. The provisions for Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall not
apply for purposes of this Transaction.
11) Additional Termination Events. Additional Termination Events will apply.
(a) Rating Agency Downgrade. If a Rating Agency Downgrade has occurred and BSFP has not, within 30 days of such
Rating Agency Downgrade, complied with Section 12 below, then an Additional Termination Event shall have occurred
with respect to BSFP and BSFP shall be the sole Affected Party with respect to such an Additional Termination Event.
(b) Cap Disclosure Event. If, upon the occurrence of a Cap Disclosure Event (as defined in Section 14(ii) below),
BSFP has not, within 10 days after such Cap Disclosure Event complied with any of the provisions set forth in
Section 14(iii) below, then an Additional Termination Event shall have occurred with respect to BSFP and BSFP shall
be the sole Affected Party with respect to such Additional Termination Event.
12) Rating Agency Downgrade.
(a) If BSFP fails to satisfy the Required Ratings (a "Ratings Event"), then BSFP shall, at its
own expense and subject to the Rating Agency Condition, either
(i) assign this Transaction to an entity that satisfies (or whose credit support provider satisfies) the
Required Ratings;
(ii) deliver collateral, and an executed ISDA Credit Support Annex;
(iii) obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP's obligations under
this Transaction; or
(iv) take any other action that satisfies the Rating Agency Condition;
provided that the failure by BSFP to take any action specified in (i)-(iv) above on or prior to
the 30th calendar day after such Ratings Event shall constitute an Additional Termination Event under the ISDA Form
Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction shall be the sole
Affected Transaction.
(b) If BSFP fails to satisfy the Replacement Ratings (a "Replacement Event"), then BSFP shall,
at its own expense and subject to the Rating Agency Condition, either:
(i) assign this Transaction to an entity that satisfies (or whose credit support provider satisfies) the
Required Ratings;
(ii) obtain a guaranty of an entity that satisfies the Required Rating to guaranty BSFP's obligations under
this Transaction; or
(iii) take any other action that satisfies the Rating Agency Condition;
provided that the failure by BSFP to take any action specified in (i)-(iii) above on or prior to
the 10th Local Business Days after such Replacement Event shall constitute an Additional Termination Event under
the ISDA Form Master Agreement with respect to which BSFP shall be the sole Affected Party and this Transaction
shall be the sole Affected Transaction.
As used herein,
"Moody's" means Xxxxx'x Investors Service, Inc.
"Rating Agency" means, each of S&P and Xxxxx'x
"Rating Agency Condition" means with respect to any proposed act or omission to act hereunder, a
condition that is satisfied if each Rating Agency then providing a rating of the Certificates confirms in writing
that the proposed action or inaction would not cause a downgrade or withdrawal of the then-current rating of the
Certificates.
"Replacement Ratings" means, with respect to any entity, the rating of the long-term senior
unsecured and unsubordinated obligations of such entity is at least
"BBB-" by S&P or "A3" by Moody's.
"Required Ratings" means, with respect to any entity, the rating of the long-term senior
unsecured and unsubordinated obligations of such entity is at least "AA-" by S&P and "Aa3" by Moody's.
"S&P" means Standard and Poor's Ratings Services, Inc.
13) Trustee Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Agreement
is executed by the Trustee (i) this Agreement is executed by Xxxxx Fargo Bank, National Association, not in its
individual capacity, but solely as Trustee in the exercise of the powers and authority conferred and vested in it
under the Pooling and Servicing Agreement (ii) under no circumstances shall Xxxxx Fargo Bank, National Association
in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally
liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under
this Agreement other than due to its negligence or willful misconduct in performing the obligations of the Trustee
under the Pooling and Servicing Agreement and (iii) each of the representations, undertakings and agreements herein
made on behalf of the Trust is made and intended not as a personal representation, undertaking or agreement of the
Trustee but is made and intended for the purpose of binding the Trust only.
14) Compliance with Regulation AB.
i) BSFP agrees and acknowledges that the Depositor is required under Regulation AB under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Regulation AB"), to
disclose certain financial information regarding BSFP or its group of affiliated entities, if applicable, depending
on the aggregate "significance percentage" of this Agreement and any other derivative contracts between BSFP or its
group of affiliated entities, if applicable, and Counterparty, as calculated from time to time in accordance with
Item 1115 of Regulation AB.
(ii) It shall be a Cap disclosure event ("Cap Disclosure Event") if, on any Business Day after the date
hereof, Depositor or Trust Administrator requests from BSFP the applicable financial information described in Item
1115 of Regulation AB (such request to be based on a reasonable determination by Depositor or Trust Administrator,
in good faith, that such information is required under Regulation AB) (the "Cap Financial Disclosure").
(iii) Upon the occurrence of a Cap Disclosure Event, BSFP, at its own expense, shall (1) (a) either (i)
provide to Depositor the current Cap Financial Disclosure in an XXXXX-compatible format (for example, such
information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide
written consent to Depositor to incorporation by reference of such current Cap Financial Disclosure as are filed
with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the Exchange Act, (b) if
applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of
such accounting firm's report relating to their audits of such current Cap Financial Disclosure in the Exchange Act
Reports of Depositor , and (c) provide to Depositor any updated Cap Financial Disclosure with respect to BSFP or
any entity that consolidates BSFP within five days of the release of any such updated Cap Financial Disclosure; ,
(2) secure another entity to replace BSFP as party to this Agreement on terms substantially similar to this
Agreement and subject to prior notification to each Rating Agency, which entity (or a guarantor therefor) meets or
exceeds the Required Ratings and which satisfies the Rating Agency Condition and which entity is able to comply
with the requirements of Item 1115 of Regulation AB or (3) obtain a guaranty of the BSFP's obligations under this
Agreement from an affiliate of the BSFP that is able to comply with the financial information disclosure
requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy
any disclosure requirements applicable to the Cap Provider, and cause such affiliate to provide Cap Financial
Disclosure. If permitted by Regulation AB, any required Cap Financial Disclosure may be provided by incorporation
by reference from reports filed pursuant to the Exchange Act.
(iv) BSFP agrees that, in the event that BSFP provides Cap Financial Disclosure to Depositor in accordance
with clause (iii)(1) of paragraph 14 or causes its affiliate to provide Cap Financial Disclosure to Depositor in
accordance with clause (iii)1(c) of paragraph 14, it will indemnify and hold harmless Depositor, its respective
directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages
and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Cap
Financial Disclosure or caused by any omission or alleged omission to state in such Cap Financial Disclosure a
material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(v) Third party Beneficiary. Depositor shall be an express third party beneficiary of this Agreement as if a party
hereto to the extent of Depositor's rights explicitly specified herein.
NEITHER THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR XXXXXXX COMPANIES INC. OTHER
THAN BEAR XXXXXXX FINANCIAL PRODUCTS INC. IS AN OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.
5. Account Details and
Settlement Information: Payments to BSFP:
Citibank N.A., NY
ABA Code: 000-000-000, for the account of
Bear Xxxxxxx Securities Corp.
Account Number: 0925-3186, for further credit to
Bear Xxxxxxx Financial Products Inc.
Sub-account Number: 102-04654-1-3
Attention: Derivatives Department
Payments to Counterparty:
Xxxxx Fargo Bank, National Association
San Francisco, CA
ABA# 000-000-000
A/C: 0000000000
Account Name: SAS Clearing
For Further Credit to: 50960701, BSMF 06-AR3 Cap Account
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the
terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the
fully-executed Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions, please contact Derivatives
Documentation by telephone at 000-000-0000. For all other inquiries please contact Derivatives Documentation by
telephone at 000-0-000-0000. Originals will be provided for your execution upon your request.
We are very pleased to have executed this Transaction with you and we look forward to completing other transactions
with you in the near future.
Very truly yours,
BEAR XXXXXXX FINANCIAL PRODUCTS INC.
By: ______________________________________
Name:
Title:
Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the
foregoing as of the Trade Date.
BEAR XXXXXXX MORTGAGE FUNDING TRUST 2006-AR3
By: Xxxxx Fargo Bank, National Association, not individually but solely as Trustee
By: _____________________________________
Name:
Title:
ws
SCHEDULE I
(all such dates subject to adjustment in accordance with the Business Day Convention)
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Cap
From and including To but excluding Notional Amount Rate
(USD) (%)
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Effective Date 25-Nov-2006 [__________] [__]
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25-Nov-2006 25-Dec-2006 [__________] [__]
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25-Dec-2006 25-Jan-2007 [__________] [__]
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25-Jan-2007 25-Feb-2007 [__________] [__]
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25-Feb-2007 25-Mar-2007 [__________] [__]
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25-Mar-2007 25-Apr-2007 [__________] [__]
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25-Apr-2007 25-May-2007 [__________] [__]
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25-May-2007 25-Jun-2007 [__________] [__]
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25-Jun-2007 25-Jul-2007 [__________] [__]
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25-Jul-2007 25-Aug-2007 [__________] [__]
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25-Sep-2007 25-Oct-2007 [__________] [__]
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25-Oct-2007 25-Nov-2007 [__________] [__]
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25-Nov-2007 25-Dec-2007 [__________] [__]
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25-Dec-2007 25-Jan-2008 [__________] [__]
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25-Jan-2008 25-Feb-2008 [__________] [__]
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25-Feb-2008 25-Mar-2008 [__________] [__]
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25-Mar-2008 25-Apr-2008 [__________] [__]
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25-Apr-2008 25-May-2008 [__________] [__]
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25-May-2008 25-Jun-2008 [__________] [__]
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25-Jun-2008 25-Jul-2008 [__________] [__]
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25-Jul-2008 25-Aug-2008 [__________] [__]
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25-Sep-2008 25-Oct-2008 [__________] [__]
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25-Oct-2008 25-Nov-2008 [__________] [__]
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25-Nov-2008 25-Dec-2008 [__________] [__]
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25-Dec-2008 25-Jan-2009 [__________] [__]
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25-Jan-2009 25-Feb-2009 [__________] [__]
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25-Feb-2009 25-Mar-2009 [__________] [__]
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25-Mar-2009 25-Apr-2009 [__________] [__]
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25-Apr-2009 25-May-2009 [__________] [__]
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25-May-2009 25-Jun-2009 [__________] [__]
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25-Jun-2009 25-Jul-2009 [__________] [__]
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25-Jul-2009 25-Aug-2009 [__________] [__]
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25-Aug-2009 25-Sep-2009 [__________] [__]
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25-Sep-2009 25-Oct-2009 [__________] [__]
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25-Oct-2009 25-Nov-2009 [__________] [__]
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25-Nov-2009 25-Dec-2009 [__________] [__]
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25-Dec-2009 25-Jan-2010 [__________] [__]
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25-Jan-2010 25-Feb-2010 [__________] [__]
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25-Feb-2010 25-Mar-2010 [__________] [__]
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25-Mar-2010 25-Apr-2010 [__________] [__]
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25-Apr-2010 25-May-2010 [__________] [__]
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25-May-2010 25-Jun-2010 [__________] [__]
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25-Feb-2011 25-Mar-2011 [__________] [__]
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25-Mar-2011 25-Apr-2011 [__________] [__]
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25-Apr-2011 25-May-2011 [__________] [__]
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25-May-2011 25-Jun-2011 [__________] [__]
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25-Jun-2011 25-Jul-2011 [__________] [__]
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25-Jul-2011 25-Aug-2011 [__________] [__]
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25-Aug-2011 25-Sep-2011 [__________] [__]
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25-Sep-2011 25-Oct-2011 [__________] [__]
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25-Oct-2011 25-Nov-2011 [__________] [__]
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25-Nov-2011 25-Dec-2011 [__________] [__]
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25-Dec-2011 25-Jan-2012 [__________] [__]
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25-Jan-2012 25-Feb-2012 [__________] [__]
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25-Mar-2012 25-Apr-2012 [__________] [__]
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25-Nov-2013 25-Dec-2013 [__________] [__]
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25-Dec-2013 25-Jan-2014 [__________] [__]
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25-Feb-2014 25-Mar-2014 [__________] [__]
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25-Mar-2014 25-Apr-2014 [__________] [__]
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25-Apr-2014 25-May-2014 [__________] 9.28
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25-May-2014 25-Jun-2014 [__________] 8.98
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25-Jun-2014 25-Jul-2014 [__________] 9.28
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25-Jul-2014 25-Aug-2014 [__________] 8.98
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25-Aug-2014 25-Sep-2014 [__________] 8.98
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25-Sep-2014 25-Oct-2014 [__________] 9.28
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25-Oct-2014 25-Nov-2014 [__________] 8.98
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25-Nov-2014 25-Dec-2014 [__________] 9.28
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25-Dec-2014 25-Jan-2015 [__________] 8.98
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25-Jan-2015 Termination Date [__________] 8.98
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EXHIBIT O
[RESERVED]
EXHIBIT P
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
(RMBS unless otherwise noted)
Definitions
Primary Servicer -- transaction party having borrower contact; aggregator of pool assets
Back-up Servicer -- named in the transaction (in the event a Back-up Servicer becomes the Primary Servicer, follow
Primary Servicer obligations)
Custodian -- safe keeper of pool assets
Trustee -- fiduciary of the transaction; waterfall calculator
Note: The definitions above describe the essential function that the party performs, rather than the party's
title. So, for example, in a particular transaction, the trustee may perform the "paying agent" and "securities
administrator" functions, while in another transaction, the securities administrator may perform these functions.
Where there are multiple checks for criteria the attesting party will identify in their management assertion that
they are attesting only to the portion of the distribution chain they are responsible for in the related
transaction agreements.
Key:
X - obligation
Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are responsible for in the
related transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
Reg AB Reference Servicing Criteria Primary Trustee Custodian
Servicer
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
General Servicing Considerations
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(1)(i) Policies and procedures are instituted to X X
monitor any performance or other triggers
and events of default in accordance with
the transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(1)(ii) If any material servicing activities are X X
outsourced to third parties, policies and
procedures are instituted to monitor the
third party's performance and compliance
with such servicing activities.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(1)(iv) A fidelity bond and errors and omissions X
policy is in effect on the party
participating in the servicing function
throughout the reporting period in the
amount of coverage required by and
otherwise in accordance with the terms of
the transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Cash Collection and Administration
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(2)(i) Payments on pool assets are deposited X X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt and identification, or
such other number of days specified in
the transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Disbursements made via wire transfer on X X
behalf of an obligor or to an investor
1122(d)(2)(ii) are made only by authorized personnel.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Advances of funds or guarantees regarding X X
collections, cash flows or distributions,
and any interest or other fees charged
for such advances, are made, reviewed and
approved as specified in the transaction
1122(d)(2)(iii) agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
The related accounts for the transaction, X X
such as cash reserve accounts or accounts
established as a form of over
collateralization, are separately
maintained (e.g., with respect to
commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Each custodial account is maintained at a X X
federally insured depository institution
as set forth in the transaction
agreements. For purposes of this
criterion, "federally insured depository
institution" with respect to a foreign
financial institution means a foreign
financial institution that meets the
requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Unissued checks are safeguarded so as to X
1122(d)(2)(vi) prevent unauthorized access.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly X X
basis for all asset-backed securities
related bank accounts, including
custodial accounts and related bank
clearing accounts. These reconciliations
are (A) mathematically accurate; (B)
prepared within 45 calendar days after
the bank statement cutoff date, or such
other number of days specified in the
transaction agreements; (C) reviewed and
approved by someone other than the person
who prepared the reconciliation; and (D)
contain explanations for reconciling
items.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Investor Remittances and Reporting
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(3)(i) Reports to investors, including those to X X
be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction agreements;
(C) are filed with the Commission as
required by its rules and regulations;
and (D) agree with investors' or the
trustee's records as to the total unpaid
principal balance and number of Pool
Assets serviced by the Servicer.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Amounts due to investors are allocated X X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Disbursements made to an investor are X X
posted within two business days to the
Servicer's investor records, or such
other number of days specified in the
1122(d)(3)(iii) transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Amounts remitted to investors per the X X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Pool Asset Administration
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(i) Collateral or security on pool assets is X X
maintained as required by the transaction
agreements or related pool asset
documents.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(ii) Pool assets and related documents are X X
safeguarded as required by the
transaction agreements
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(iii) Any additions, removals or substitutions X X
to the asset pool are made, reviewed and
approved in accordance with any
conditions or requirements in the
transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(iv) Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the Servicer's obligor records
maintained no more than two business days
after receipt and identification, or such
other number of days specified in the
transaction agreements, and allocated to
principal, interest or other items (e.g.,
escrow) in accordance with the related
pool asset documents.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
The Servicer's records regarding the pool X
assets agree with the Servicer's records
with respect to an obligor's unpaid
1122(d)(4)(v) principal balance.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Changes with respect to the terms or X
status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
1122(d)(4)(vi) asset documents.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted and
concluded in accordance with the
timeframes or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(viii) Records documenting collection efforts X
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such records
are maintained on at least a monthly
basis, or such other period specified in
the transaction agreements, and describe
the entity's activities in monitoring
delinquent pool assets including, for
example, phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(ix) Adjustments to interest rates or rates of X
return for pool assets with variable
rates are computed based on the related
pool asset documents.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
1122(d)(4)(x) Regarding any funds held in trust for an X
obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's pool asset documents,
on at least an annual basis, or such
other period specified in the transaction
agreements; (B) interest on such funds is
paid, or credited, to obligors in
accordance with applicable pool asset
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related pool assets, or such other number
of days specified in the transaction
agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Payments made on behalf of an obligor X
(such as tax or insurance payments) are
made on or before the related penalty or
expiration dates, as indicated on the
appropriate bills or notices for such
payments, provided that such support has
been received by the servicer at least 30
calendar days prior to these dates, or
such other number of days specified in
1122(d)(4)(xi) the transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Any late payment penalties in connection X
with any payment to be made on behalf of
an obligor are paid from the Servicer's
funds and not charged to the obligor,
unless the late payment was due to the
1122(d)(4)(xii) obligor's error or omission.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Disbursements made on behalf of an X
obligor are posted within two business
days to the obligor's records maintained
by the servicer, or such other number of
days specified in the transaction
1122(d)(4)(xiii) agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Delinquencies, charge-offs and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
---------------------- ------------------------------------------- ------------- ------------- -------------
Any external enhancement or other X X
support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
1122(d)(4)(xv) transaction agreements.
---------------------- ------------------------------------------- ------------- ------------- -------------
[NAME OF OWNER] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
EXHIBIT Q-1
FORM OF BACK-UP CERTIFICATION
TO BE PROVIDED BY THE SERVICER TO THE DEPOSITOR
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"),
certify to [the Purchaser], [the Depositor], and the [Servicer] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
1. I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123
of Regulation AB (the "Compliance Statement"), the report on assessment of the Company's compliance with
the servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the registered public
accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the
Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports,
officer's certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the [Depositor] [Servicer] [Trustee]
pursuant to the Agreement (collectively, the "Company Servicing Information");
2. Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in
the light of the circumstances under which such statements were made, not misleading with respect to the
period of time covered by the Company Servicing Information;
3. Based on my knowledge, all of the Company Servicing Information required to be provided by the Company
under the Agreement has been provided to the [Depositor] [Servicer] [Trustee];
4. I am responsible for reviewing the activities performed by the Company as servicer under the Agreement,
and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material respects; and
5. The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor]
[Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the
[Depositor] [Servicer]. Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Date: ______________________________
By: ______________________________
Name:
Title:
EXHIBIT Q-2
FORM OF BACK-UP CERTIFICATION
TO BE PROVIDED BY THE TRUSTEE TO THE DEPOSITOR
Re: ________________________________ Trust 200_-____(the "Trust"), Mortgage Pass-Through
Certificates, Series 200_-____, issued pursuant to the Pooling and Servicing Agreement, dated
as of ________, 200_, among ____________________________, as Depositor, Xxxxx Fargo Bank,
National Association, as [Trustee] and ________________________________.
The [Trustee] hereby certifies to the Depositor, and its officers, directors and affiliates, and with
the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [____] (the "Annual Report"), and all
reports on Form 10-D required to be filed in respect of period covered by the Annual Report (collectively with
the Annual Report, the "Reports"), of the Trust;
2. To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Annual Report, and (b)
the [Trustee's] assessment of compliance and related attestation report referred to below, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by such assessment of compliance and attestation report;
3. To my knowledge, the distribution information required to be provided by the [Trustee] under the
Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;
4. I am responsible for reviewing the activities performed by the [Trustee] under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the compliance
statement of the [Trustee] required by the Pooling and Servicing Agreement, and except as disclosed in the
Reports, the [Trustee] has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects; and
5. The report on assessment of compliance with servicing criteria applicable to the [Trustee] for
asset-backed securities of the [Trustee] and each Subcontractor utilized by the [Trustee] and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the Annual
Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included
as an exhibit to the Annual Report. Any material instances of non-compliance are described in such report and
have been disclosed in the Annual Report.
In giving the certifications above, the [Trustee] has reasonably relied on information provided to it by
the following unaffiliated parties: [names of servicer(s), master servicer, subservicer, depositor, trustee,
custodian(s)].
Date:________________________________________________
_____________________________________________________
[Signature]
[Title]
EXHIBIT R
FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for
reporting the information to the party identified as responsible for preparing the Securities Exchange Act
Reports pursuant to Section 3.18(a)(iv).
Under Item 1 of Form 10-D: a) items marked "Monthly Statements to Certificateholders" are required to be included
in the periodic Distribution Date statement under Section 6.04 of the Pooling and Servicing Agreement, provided
by the Trustee based on information received from the Servicer; and b) items marked "Form 10-D report" are
required to be in the Form 10-D report but not the Monthly Statements to Certificateholders, provided by the
party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report and
sent to the Trustee and the Depositor.
X= all parties that x is the source of information.
All information will be sent to the Depositor and the Trustee.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Form Item Description Servicer Trustee Custodian Depositor Sponsor
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- ----------------------------------------------------------------------------------------------------------------------------------
10-D Must be filed within 15 days of the distribution date for the asset-backed securities.
----------- ----------------------------------------------------------------------------------------------------------------------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
1 Distribution and
Pool Performance
Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1121(a) --
Distribution and
Pool Performance
Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(1) Any applicable X
record dates,
accrual dates, (Monthly Statements to
determination dates Certificateholders)
for calculating
distributions and
actual distribution
dates for the
distribution period.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(2) Cash flows X
received and the
sources thereof for (Monthly Statements to
distributions, fees Certificateholders)
and expenses.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(3) Calculated X
amounts and
distribution of the (Monthly Statements to
flow of funds for Certificateholders)
the period itemized
by type and priority
of payment,
including:
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(i) Fees or X
expenses accrued and
paid, with an (Monthly Statements to
identification of Certificateholders)
the general purpose
of such fees and the
party receiving such
fees or expenses.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(ii) X
Payments accrued or
paid with respect to (Monthly Statements to
enhancement or other Certificateholders)
support identified
in Item 1114 of
Regulation AB (such
as insurance
premiums or other
enhancement
maintenance fees),
with an
identification of
the general purpose
of such payments and
the party receiving
such payments.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(iii) X
Principal, interest
and other (Monthly Statements to
distributions Certificateholders)
accrued and paid on
the asset-backed
securities by type
and by class or
series and any
principal or
interest shortfalls
or carryovers.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(iv) The X
amount of excess
cash flow or excess (Monthly Statements to
spread and the Certificateholders)
disposition of
excess cash flow.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(4) Beginning and X
ending principal
balances of the (Monthly Statements to
asset-backed Certificateholders)
securities.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(5) Interest rates X
applicable to the
pool assets and the (Monthly Statements to
asset-backed Certificateholders)
securities, as
applicable. Consider
providing interest
rate information for
pool assets in
appropriate
distributional
groups or
incremental ranges.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(6) Beginning and X
ending balances of
transaction (Monthly Statements to
accounts, such as Certificateholders)
reserve accounts,
and material account
activity during the
period.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(7) Any amounts X
drawn on any credit
enhancement or other (Monthly Statements to
support identified Certificateholders)
in Item 1114 of
Regulation AB, as
applicable, and the
amount of coverage
remaining under any
such enhancement, if
known and applicable.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(8) Number and X Updated pool
amount of pool composition
assets at the (Monthly Statements to information fields
beginning and ending Certificateholders) to be as specified
of each period, and by Depositor from
updated pool time to time
composition
information, such as
weighted average
coupon, weighted
average remaining
term, pool factors
and prepayment
amounts.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(9) Delinquency and X X
loss information for
the period. (Monthly Statements to
Certificateholders)
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
In addition, X
describe any
material changes to
the information
specified in Item
1100(b)(5) of
Regulation AB
regarding the pool
assets. (methodology)
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(10) Information on X X
the amount, terms
and general purpose (Monthly Statements to
of any advances made Certificateholders)
or reimbursed during
the period,
including the
general use of funds
advanced and the
general source of
funds for
reimbursements.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(11) Any material X X
modifications,
extensions or (Monthly Statements to
waivers to pool Certificateholders)
asset terms, fees,
penalties or
payments during the
distribution period
or that have
cumulatively become
material over time.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(12) Material X X* X
breaches of pool
asset (if agreed upon by the
representations or parties)
warranties or
transaction
covenants.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(13) Information on X
ratio, coverage or
other tests used for (Monthly Statements to
determining any Certificateholders)
early amortization,
liquidation or other
performance trigger
and whether the
trigger was met.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
(14) Information X
regarding any new
issuance of
asset-backed
securities backed by
the same asset pool,
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
[information X X X
regarding] any
pool asset
changes (other
than in
connection
with a pool
asset
converting
into cash in
accordance
with its
terms), such
as additions
or removals in
connection
with a
prefunding or
revolving
period and
pool asset
substitutions
and
repurchases
(and purchase
rates, if
applicable),
and cash flows
available for
future
purchases,
such as the
balances of
any prefunding
or revolving
accounts, if
applicable.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclose any X X
material
changes in the
solicitation,
credit-granting,
underwriting,
origination,
acquisition or
pool selection
criteria or
procedures, as
applicable,
used to
originate,
acquire or
select the new
pool assets.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1121(b) -- X
Pre-Funding or
Revolving Period
Information
Updated pool
information as
required under Item
1121(b).
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
2 Legal Proceedings
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1117 -- Legal
proceedings pending
against the
following entities,
or their respective
property, that is
material to
Certificateholders,
including
proceedings known to
be contemplated by
governmental
authorities:
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Sponsor (Seller) X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Depositor X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Trustee
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Issuing entity X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Master Servicer, X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Originator of 20% or X
more of pool assets
as of the Cut-off
Date
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Custodian X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Sales of Securities
and Use of Proceeds
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
3 Information from X
Item 2(a) of Part II
of Form 10-Q:
With respect to any
sale of securities
by the sponsor,
depositor or issuing
entity, that are
backed by the same
asset pool or are
otherwise issued by
the issuing entity,
whether or not
registered, provide
the sales and use of
proceeds information
in Item 701 of
Regulation S-K.
Pricing information
can be omitted if
securities were not
registered.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Defaults Upon Senior
Securities
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
4 Information from X
Item 3 of Part II of
Form 10-Q:
Report the
occurrence of any
Event of Default
(after expiration of
any grace period and
provision of any
required notice)
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Submission of
Matters to a Vote of
Security Holders
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
5 Information from X
Item 4 of Part II of
Form 10-Q
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Significant Obligors
of Pool Assets
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
6 Item 1112(b) -- X
Significant Obligor
Financial
Information*
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
*This information
need only be
reported on the Form
10-D for the
distribution period
in which updated
information is
required pursuant to
the Item.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Significant
Enhancement Provider
Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
7 Item 1114(b)(2) --
Credit Enhancement
Provider Financial
Information*
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Determining X
applicable
disclosure
threshold
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Obtaining X
required
financial
information or
effecting
incorporation
by reference
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1115(b) --
Derivative
Counterparty
Financial
Information*
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Determining X
current
maximum
probable
exposure
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Determining X
current
significance
percentage
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Notify X
derivative
counter-party
of
significance
percentage and
requesting
required
financial
information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Obtain X
required
financial
information or
effecting
incorporation
by reference
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
*This information
need only be
reported on the Form
10-D for the
distribution period
in which updated
information is
required pursuant to
the Items.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
8 Other Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclose any
information required
to be reported on
Form 8-K during the
period covered by
the Form 10-D but
not reported
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
9 Exhibits
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Distribution report X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Exhibits required by X
Item 601 of
Regulation S-K, such
as material
agreements
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
8-K
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
1.01 Entry into a
Material Definitive
Agreement
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclosure is X X X X
required regarding
entry into or
amendment of any
definitive agreement
that is material to
the securitization,
even if depositor is
not a party.
Examples: servicing
agreement, custodial
agreement.
Note: disclosure not
required as to
definitive
agreements that are
fully disclosed in
the prospectus
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
1.02 Termination of a X X X X
Material Definitive
Agreement
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclosure is
required regarding
termination of any
definitive agreement
that is material to
the securitization
(other than
expiration in
accordance with its
terms), even if
depositor is not a
party.
Examples: servicing
agreement, custodial
agreement.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
1.03 Bankruptcy or
Receivership
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclosure is X X X X X
required regarding
the bankruptcy or
receivership, if
known to the Master
Servicer, with
respect to any of
the following:
Sponsor (Seller),
Depositor, Master
Servicer, affiliated
Servicer, other
Servicer servicing
20% or more of pool
assets at time of
report, other
material servicers,
Certificate
Administrator,
Trustee, significant
obligor, credit
enhancer (10% or
more), derivatives
counterparty,
Custodian
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
2.04 Triggering Events
that Accelerate or
Increase a Direct
Financial Obligation
or an Obligation
under an Off-Balance
Sheet Arrangement
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Includes an early X X
amortization,
performance trigger
or other event,
including event of
default, that would
materially alter the
payment
priority/distribution
of cash
flows/amortization
schedule.
Disclosure will be
made of events other
than waterfall
triggers which are
disclosed in the
Monthly Statements
to Certificateholders
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
3.03 Material
Modification to
Rights of Security
Holders
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclosure is X X
required of any
material
modification to
documents defining
the rights of
Certificateholders,
including the
Pooling and
Servicing Agreement
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
5.03 Amendments to
Articles of
Incorporation or
Bylaws; Change in
Fiscal Year
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclosure is X
required of any
amendment "to the
governing documents
of the issuing
entity"
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
5.06 Change in Shell
Company Status
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
[Not applicable to X
ABS issuers]
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
6.01 ABS Informational
and Computational
Material
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
[Not included in X
reports to be filed
under Section 3.18]
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
6.02 Change of Servicer
or Trustee
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Requires disclosure
of any removal,
replacement,
substitution or
addition of any
master servicer,
affiliated servicer,
other servicer
servicing 10% or
more of pool assets
at time of report,
other material
servicers,
certificate
administrator or
trustee.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Reg AB disclosure X
about any new
servicer is also
required.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Reg AB disclosure X
about any new
trustee is also
required.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
6.03 Change in Credit
Enhancement or Other
External Support
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Covers termination X X
of any enhancement
in manner other than
by its terms, the
addition of an
enhancement, or a
material change in
the enhancement
provided. Applies
to external credit
enhancements as well
as derivatives.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Reg AB disclosure X X
about any new
enhancement provider
is also required.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
6.04 Failure to Make a X
Required Distribution
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
6.05 Securities Act
Updating Disclosure
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
If any material pool X
characteristic
differs by 5% or
more at the time of
issuance of the
securities from the
description in the
final prospectus,
provide updated Reg
AB disclosure about
the actual asset
pool.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
If there are any new X
servicers or
originators required
to be disclosed
under Regulation AB
as a result of the
foregoing, provide
the information
called for in Items
1108 and 1110
respectively.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
7.01 Regulation FD X X X X
Disclosure
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
8.01 Other Events
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Any event, with X
respect to which
information is not
otherwise called for
in Form 8-K, that
the registrant deems
of importance to
security holders.
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
9.01 Financial Statements
and Exhibits
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
10-K
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
9B Other Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Disclose any
information required
to be reported on
Form 8-K during the
fourth quarter
covered by the Form
10-K but not reported
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
15 Exhibits and
Financial Statement
Schedules
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1112(b) -- X
Significant Obligor
Financial Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1114(b)(2) --
Credit Enhancement
Provider Financial
Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Determining X
applicable
disclosure
threshold
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Obtaining X
required
financial
information or
effecting
incorporation
by reference
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1115(b) --
Derivative
Counterparty
Financial Information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Determining X
current maximum
probable
exposure
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Determining X
current
significance
percentage
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Notifying X
derivative
counterparty of
significance
percentage and
requesting
required
financial
information
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Obtaining X
required
financial
information or
effecting
incorporation
by reference
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1117 -- Legal
proceedings pending
against the
following entities,
or their respective
property, that is
material to
Certificateholders,
including
proceedings known to
be contemplated by
governmental
authorities:
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Sponsor (Seller) X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Depositor X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Trustee
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Issuing entity X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Master Servicer, X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Originator of 20% or X
more of pool assets
as of the Cut-off
Date
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Custodian X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1119 --
Affiliations and
relationships
between the
following entities,
or their respective
affiliates, that are
material to
Certificateholders:
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Sponsor (Seller) X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Depositor X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Trustee
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Master Servicer, X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Originator X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Custodian X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Credit X
Enhancer/Support
Provider
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Significant Obligor X
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1122 -- X X X
Assessment of
Compliance with
Servicing Criteria
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
Item 1123 -- Servicer X
Compliance Statement
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
----------- --------- ---------------------- --------------- ------------------------ -------------- --------------------- -------------------
EXHIBIT S
ADDITIONAL DISCLOSURE INFORMATION
Structured Asset Mortgage Investments II Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
E-mail: xxxxxxxxxxxxxxxxxx@xxxx.xxx
Xxxxx Fargo Bank, National Association as Trustee
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services -- BSRM 2006-AR3 - SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section 3.18(a)(v) of the Pooling and Servicing Agreement, dated as of October 1,
2006, among Structured Asset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation, as seller and
servicer and Xxxxx Fargo Bank, National Association, as trustee. The Undersigned hereby notifies you that
certain events have come to our attention that [will][may] need to be disclosed on Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email
address: [ ].
[NAME OF PARTY]
as [role]
By: _________________________
Name:
Title:
EXHIBIT T
FORM OF SERVICER CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to
[the Purchaser], [the Depositor], and the [Trustee], and their officers, with the knowledge and intent that they
will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of
Regulation AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122
of Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB
(the "Attestation Report"), and all servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the
[Depositor] [Trustee] pursuant to the Agreement (collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect to the period of time covered by
the Company Servicing Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based
on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its
obligations under the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing
Assessment and Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor
pursuant to the Agreement, have been provided to the [Depositor]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor]. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
SCHEDULE A
COUPON STRIP RESERVE ACCOUNT SCHEDULE
-------------------------- --------------------- ---------------------- ---------------------
Distribution Date Balance of Distribution Date Balance of
40-Year Group I 40-Year Group I
Loans at 16% CPR Loans at 16% CPR
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
November 2016 34,420,974.38 April 2020 18,416,702.11
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
December 2016 33,903,165.64 May 2020 18,135,918.91
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
January 2017 33,392,986.46 June 2020 17,859,343.46
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
February 2017 32,890,325.58 July 2020 17,586,898.49
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
March 2017 32,395,073.34 August 2020 17,318,532.89
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
April 2017 31,907,121.68 September 2020 17,054,174.58
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
May 2017 31,426,390.34 October 2020 16,793,498.01
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
June 2017 30,952,747.56 November 2020 16,536,612.70
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
July 2017 30,486,115.36 December 2020 16,283,582.67
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
August 2017 30,026,365.64 January 2021 16,034,337.15
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
September 2017 29,573,421.37 February 2021 15,788,833.29
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
October 2017 29,127,143.63 March 2021 15,547,015.38
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
November 2017 28,687,445.84 April 2021 15,308,815.78
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
December 2017 28,254,261.20 May 2021 15,074,193.50
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
January 2018 27,827,517.30 June 2021 14,843,095.26
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
February 2018 27,407,096.20 July 2021 14,615,456.40
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
March 2018 26,992,927.60 August 2021 14,391,234.33
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
April 2018 26,584,919.18 September 2021 14,170,358.11
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
May 2018 26,182,979.98 October 2021 13,952,583.77
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
June 2018 25,787,020.38 November 2021 13,737,997.07
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
July 2018 25,396,973.26 December 2021 13,526,627.17
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
August 2018 25,012,726.37 January 2022 13,318,437.49
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
September 2018 24,634,204.13 February 2022 13,113,369.71
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
October 2018 24,261,045.80 March 2022 12,911,377.55
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
November 2018 23,893,339.21 April 2022 12,712,426.03
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
December 2018 23,531,128.72 May 2022 12,516,459.39
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
January 2019 23,174,332.68 June 2022 12,323,433.36
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
February 2019 22,822,851.61 July 2022 12,133,304.37
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
March 2019 22,476,625.72 August 2022 11,946,037.07
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
April 2019 22,135,576.93 September 2022 11,761,572.98
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
May 2019 21,799,628.29 October 2022 11,579,725.91
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
June 2019 21,468,704.03 November 2022 11,400,548.61
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
July 2019 21,142,729.47 December 2022 11,224,064.44
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
August 2019 20,821,625.98 January 2023 11,050,242.68
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
September 2019 20,505,308.16 February 2023 10,879,034.53
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
October 2019 20,193,389.41 March 2023 10,710,401.18
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
November 2019 19,885,991.63 April 2023 10,544,304.43
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
December 2019 19,583,197.41 May 2023 10,380,706.64
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
January 2020 19,284,938.29 June 2023 10,219,570.69
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
February 2020 18,991,146.83 July 2023 10,060,868.44
-------------------------- --------------------- ---------------------- ---------------------
-------------------------- --------------------- ---------------------- ---------------------
March 2020 18,701,756.59 August 2023 9,904,553.51
-------------------------- --------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
Distribution Date Balance of Distribution Date Balance of
40-Year Group I 40-Year Group I
Loans at 16% CPR Loans at 16% CPR
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2023 9,904,553.51 December 2026 5,247,944.46
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2023 9,750,585.89 January 2027 5,163,980.94
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2023 9,598,820.64 February 2027 5,081,297.47
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
November 2023 9,449,292.90 March 2027 4,999,874.92
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
December 2023 9,302,019.22 April 2027 4,919,690.35
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
January 2024 9,156,973.75 May 2027 4,840,729.42
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
February 2024 9,014,115.67 June 2027 4,762,973.83
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
March 2024 8,873,412.49 July 2027 4,686,401.67
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
April 2024 8,734,832.16 August 2027 4,610,998.54
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
May 2024 8,598,343.15 September 2027 4,536,745.33
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
June 2024 8,463,921.42 October 2027 4,463,581.33
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
July 2024 8,331,529.12 November 2027 4,391,518.56
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2024 8,201,134.62 December 2027 4,320,554.90
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2024 8,072,704.45 January 2028 4,250,677.55
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2024 7,946,122.32 February 2028 4,181,866.75
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
November 2024 7,821,411.70 March 2028 4,114,110.06
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
December 2024 7,698,587.04 April 2028 4,047,388.34
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
January 2025 7,577,620.30 May 2028 3,981,686.16
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
February 2025 7,458,490.04 June 2028 3,916,991.62
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
March 2025 7,341,162.66 July 2028 3,853,286.41
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
April 2025 7,225,611.32 August 2028 3,790,555.37
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
May 2025 7,111,809.58 September 2028 3,728,782.99
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
June 2025 6,999,731.39 October 2028 3,667,931.82
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
July 2025 6,889,356.85 November 2028 3,608,001.87
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2025 6,780,653.53 December 2028 3,548,990.49
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2025 6,673,593.37 January 2029 3,490,883.99
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2025 6,568,078.28 February 2029 3,433,668.87
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
November 2025 6,464,130.71 March 2029 3,377,331.83
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
December 2025 6,361,760.68 April 2029 3,321,859.77
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
January 2026 6,260,944.67 May 2029 3,267,239.77
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
February 2026 6,161,664.67 June 2029 3,213,459.13
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
March 2026 6,063,892.59 July 2029 3,160,505.30
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
April 2026 5,967,605.94 August 2029 3,108,365.69
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
May 2026 5,872,782.58 September 2029 3,057,027.45
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
June 2026 5,779,400.69 October 2029 3,006,463.79
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
July 2026 5,687,438.76 November 2029 2,956,670.37
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2026 5,596,874.67 December 2029 2,907,644.39
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2026 5,507,685.17 January 2030 2,859,374.37
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2026 5,419,789.52 February 2030 2,811,846.65
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
November 2026 5,333,207.42 March 2030 2,765,052.50
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
Distribution Date Balance of Distribution Date Balance of
40-Year Group I 40-Year Group I
Loans at 16% CPR Loans at 16% CPR
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
April 2030 2,718,978.67 August 2033 1,359,309.26
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
May 2030 2,673,616.69 September 2033 1,335,101.34
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
June 2030 2,628,953.70 October 2033 1,311,279.85
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
July 2030 2,584,981.45 November 2033 1,287,836.16
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2030 2,541,687.36 December 2033 1,264,761.48
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2030 2,499,063.12 January 2034 1,242,051.36
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2030 2,457,090.67 February 2034 1,219,700.33
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
November 2030 2,415,763.99 March 2034 1,197,701.99
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
December 2030 2,375,078.19 April 2034 1,176,051.08
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
January 2031 2,335,021.71 May 2034 1,154,743.39
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
February 2031 2,295,585.17 June 2034 1,133,772.80
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
March 2031 2,256,759.32 July 2034 1,113,134.29
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
April 2031 2,218,535.05 August 2034 1,092,822.99
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
May 2031 2,180,903.37 September 2034 1,072,834.35
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
June 2031 2,143,857.23 October 2034 1,053,171.16
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
July 2031 2,107,386.08 November 2034 1,033,824.41
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2031 2,071,481.29 December 2034 1,014,784.50
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2031 2,036,134.34 January 2035 996,046.85
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2031 2,001,335.25 February 2035 977,607.80
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
November 2031 1,967,075.53 March 2035 959,462.04
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
December 2031 1,933,349.18 April 2035 941,604.43
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
January 2032 1,900,148.22 May 2035 924,031.45
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
February 2032 1,867,464.79 June 2035 906,738.86
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
March 2032 1,835,291.16 July 2035 889,721.72
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
April 2032 1,803,619.67 August 2035 872,976.13
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
May 2032 1,772,441.34 September 2035 856,499.25
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
June 2032 1,741,750.28 October 2035 840,298.48
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
July 2032 1,711,539.17 November 2035 824,361.98
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
August 2032 1,681,799.45 December 2035 808,680.62
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
September 2032 1,652,525.56 January 2036 793,250.60
--------------------------- -------------------- ---------------------- ---------------------
--------------------------- -------------------- ---------------------- ---------------------
October 2032 1,623,712.45 February 2036 778,067.52
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November 2032 1,595,350.65 March 2036 763,127.71
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December 2032 1,567,433.88 April 2036 748,427.57
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January 2033 1,539,954.17 May 2036 733,963.54
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February 2033 1,512,906.27 June 2036 719,732.11
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March 2033 1,486,282.44 July 2036 705,729.82
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April 2033 1,460,076.34 August 2036 691,953.48
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May 2033 1,434,281.73 September 2036 678,399.78
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June 2033 1,408,893.64 October 2036 665,080.75
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July 2033 1,383,904.79
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